Pre-Annual General Meeting Information • Apr 29, 2022
Pre-Annual General Meeting Information
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To discuss and resolve the following agenda, the Ordinary General Assembly will be convened on Friday April 29, 2022, at 13:00 p.m. at Kavacık Mahallesi, Ertürk Sokak, No: 3/1, İç Kapı No:1, Beykoz, Istanbul.
The Board of Directors Annual Report for the 2021 accounting period, Corporate Governance Principles Compliance Report, Corporate Governance Information Form, Financial Statements, Independent Audit Report, Proposal on Dividend Distribution, General Assembly Information Document, Proxy Form and other relevant documents pertaining to our Company that must be submitted to the inspection of the shareholders prior to the general assembly as per the legislation will be available for review by our Shareholders within the legal three-week period prior to the meeting, excluding the meeting and announcement days at the Company address in Kavacık Mahallesi, Ertürk Sokak, No:3/1, İç Kapı No:1, Beykoz, Istanbul, on our company's website www.biotrendenerji.com.tr and the Electronic General Meeting System ("e-GKS") system.
Shareholders who will not attend the meeting in person, to be able to use their voting rights through a proxy, must submit their notarized proxy form to our company in accordance with the sample attached and the regulations of the Communiqué on Voting by Proxy and Proxy Solicitation (II-30.1) of the Capital Markets Board. You can obtain a proxy form from our company headquarters or website www.biotrendenerji.com.tr A proxy appointed via the Electronic General Meeting System ("e-GKS") can attend the General Meeting both in person or via the e-GKS without submitting any other proxy document. A proxy who wishes to attend the meeting in person, regardless of whether they have been appointed by a notarized proxy form or authorized via the e-GKS, must present an ID card to be able participate in the meeting.
To electronically attend the Ordinary General Assembly, our shareholders or their representatives must fulfill the relevant obligations as per the "Communiqué on the Electronic General Assemblies of Joint Stock Companies" published in Official Gazette No. 28395 on August 28, 2012, and the "Communiqué on the Use of Electronic General Assembly System to be Implemented at the General Assemblies of Joint Stock Companies" published in Official Gazette No. 28396 on August 29, 2012. For more information on the regulations, please contact the MKK or visit www.mkk.com.tr
As per the Turkish Commercial Code and the Capital Markets Law, shareholders who want to participate in the Ordinary General Assembly are not required to deposit their shares in an institution. To attend to the General Assembly, our shareholders must fulfill the procedures publicly disclosed by the MKK. Only the shareholders whose names are in the list of attendees, which is based on the "list of shareholders" provided by the MKK, can attend the General Assembly. The list of attendees will be used to verify the shareholders or proxies coming to the conference hall to participate in the Ordinary General Assembly.
Respectfully submitted to our esteemed shareholders.
Announcement dated 13.01.2022 and numbered 2022/2, our Company's inclusion in the 1st Group Companies since 2022
20. Wishes and closure
I hereby appoint -------------------------------------------------------- introduced as detailed below as my proxy authorized to represent me, to vote, to make proposals and to sign the required papers in line with the views I express below at the Ordinary General Assembly of Biotrend Çevre ve Enerji Yatırımları A.Ş. that will convene on April 29, 2022, Friday at 13:00 pm at the address of Kavacık Mahallesi Ertürk Sokak No:3/1 İç Kapı No:1 Beykoz İstanbul
The Attorney's (*); Name Surname / Trade Name : TR ID Number/ Tax ID Number, Trade Register and Number and MERSİS Number : (*) Foreign shareholders should submit the equivalent information mentioned above. .
The scope of representative power should be defined after choosing one of the options (a), (b) or (c) in the following sections 1 and 2.
In the event that the shareholder chooses the (c) option, the shareholder should mark "Accept" or "Reject" box and if the shareholder marks the "Reject" box, then he/she should write the dissenting opinion to be noted down in the minutes of the general assembly. .
| Agenda Items | Accept | Reject | Dissenting Opinion |
|---|---|---|---|
| 1. The opening and election of the Chairman of the Meeting and delegating power to the Chairman of the Meeting to sign the meeting |
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| 2. Reading, discussion and approval of the 2021 Annual Report of the Board of Directors |
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| 3. Reading, discussion and approval of the 2021 Independent Auditor's Report prepared by the Independent Audit Firm |
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| 4. Reading, discussion and approval of the 2021 Financial Statements | |||
| 5. Discussion on discharging the Board Members individually from liability regarding the operations and transactions of the company for the fiscal year 2021 |
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| 6. Reading, discussion and resolution of the Board of Directors' proposal on the profits and losses for the 2021 period |
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| 7. Informing the General Assembly about the related party transactions in 2021, |
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| 8. Submitting for approval by the General Assembly the "Related Party Transactions Policy" prepared by the Board of Directors in compliance with the Communiqué II-17.1 on Corporate Governance of the Capital Markets Board and established following the decision numbered 2021/46, dated August 31, 2021 of the Board of Directors |
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| 9. Informing the General Assembly concerning the changes made by the Board decision dated August 27, 2021, to the "Information Policy" which had been prepared by the Board in compliance with the Communiqué II-17.1 on Corporate Governance by the Capital Markets Board and approved by the Extraordinary General Assembly on February 25, 2021 |
| 10. Informing and consulting the General Assembly concerning the changes made by the Board decision dated August 27, 2021, to the "Remuneration Policy" prepared by the Board in compliance with the Communiqué II-17.1 on Corporate Governance by the Capital Markets Board and approved by the Extraordinary General Assembly on February 25, 2021 |
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|---|---|---|
| 11. Submitting for approval by the General Assembly the changes made by the Board decision dated 05.04.2022 to the "Donations and Aid Policy" which had been prepared by the Board in compliance with the Communiqué II-17.1 on Corporate Governance by the Capital Markets Board and approved by the Extraordinary General Assembly on February 25, 2021 |
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| 12. Providing information to the shareholders on the application made by the Board of Directors with the report prepared by the Corporate Governance Committee about the 3 (three) Independent Board Members currently serving to the Capital Markets Board and the opinion of the Capital Markets Board in compliance with the Capital Markets Board's Announcement dated 13.01.2022 and numbered 2022/2, our Company's inclusion in the 1st Group Companies since 2022 |
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| 13. Providing information to the shareholders on the "Remuneration Policy" and remunerations paid to the Board members and executives as per the Corporate Governance Principles |
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| 14. Determining the attendance fees to be paid to the Board Members during their term of office |
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| 15. Submission of the independent audit firm selected for the fiscal year 2022 by the Board of Directors for the approval of the General Assembly, upon recommendation by the Audit Committee |
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| 16. Providing information to the General Assembly, pursuant to Article 1.3.6 of the Corporate Governance Communiqué No. II-17.1 issued by the Capital Markets Board |
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| 17. Informing the General Assembly about the guarantees, securities and liens issued in favor of third parties in 2021, in accordance with the Capital Markets Board regulations, |
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| 18. Informing the General Assembly about the donations and aid granted to foundations and associations in 2021, and determination of an upper limit for donations in 2022, as per the Capital Markets Board regulations, |
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| 19. Authorizing the Members of the Board of Directors to engage in activities set forth in Articles 395 and 396 of the Turkish Commercial Code, and informing the General Assembly about the relevant activities done in fiscal year 2021, pursuant to the Corporate Governance Principles, |
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| 20. Wishes and closure. |
a) The attorney is authorized to vote according to his/her opinion.
b) The attorney is not authorized to vote on these matters.
c) The attorney is authorized to vote for the items in accordance with the special instruction.
Special Instruction; The special instructions (if there is any) to be given by the shareholder to the attorney are stated herein.
B) The shareholder specifies the shares to be represented by the attorney by choosing one of thefollowing.
ç) Privilige on Vote or not:
d) Bearer- Registered:*
e) Ratio of the total shares/voting rights of the shareholder:
(*)Such information is not required for dematerialized shares.
(**)For dematerialized shares, information related to the group will be given instead of number.
2. I hereby confirm that the attorney represents all my shares on the list, prepared by MKK (Central Registry Agency) the day before the Meeting, concerning the shareholders who could attend the General Assembly Meeting.
Name Surname OR Tittle :
TR ID Number/ Tax ID Number, Trade Register and Number and MERSİS Number :
Address :
Signiture :
(*)Foreign shareholders should submit the equivalent information mentioned above.
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