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ÇAN2 TERMİK A.Ş.

AGM Information Dec 25, 2024

10653_rns_2024-12-25_95e717e3-917e-4c5a-b5ac-3f892c43a352.pdf

AGM Information

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INVITATION LETTER FOR THE GENERAL MEETING

TO BE HELD ON 17th DECEMBER 2024

The Ordinary General Assembly of our company will be held to discuss the agenda items given below at 10.00 on Tuesday, 17th December 2024 at Nidakule Kuzey Ataşehir Barbaros Mahallesi Begonya Sokak No:3 B3 katı 34746 Ataşehir/ İstanbul

The shareholders can participate in the Ordinary General Assembly of our Company physically or electronically, in person or by proxy. Participation in the General Assembly electronically media is possible with the secure electronic signatures of the shareholder or their representatives. To this end, the shareholders that shall carry out transactions in the Electronic General Assembly System (EGKS) have to register to the Central Securities Depository of Turkey (Merkezi Kayıt Kuruluşu A.Ş. (MKK)) e-MKK Bilgi Portalı (Information Portal) and enter their information through a secure electronic signature. It is not possible for the shareholders or their representatives who have not registered to the E-MKK Bilgi Portalı and do not have electronic signatures to participate in the General Assembly over electronically.

Our shareholders who wish to participate in the General Assembly in person can use the rights related to their sharesregistered in the "Shareholders List" included in the MKK system by submitting theiridentification cards.

The shareholders who cannot participate in the meeting personally in either physical or electronically have to issue their powers of attorney in accordance with the example below or obtain an example of the power of attorney form from the Company Headquarters or the Company Web site at www.can2termik.com and they should carry out the other issues stipulated in the "Communiqué on Voting by Proxy and Collection of Powers of Attorney by Invitation" No. II-30-1 of the Capital Market Board that was published in the Official Gazette dated 24 December 2013 and numbered 28861 and submit their powers of attorney,the signatures of which have been certified by a notary public, as attached to the Power of Attorney Form bearing their own signatures.

With the provisions of electronic voting related to the Agenda Items of the Ordinary General Assembly Meeting remaining reserved, open ballot method shall be used through raising hands.

As per article 415 paragraph 4 ofthe Turkish Trade Law numbered 6102 and article 30 paragraph 1 ofthe Capital Market Law numbered 6362, the right to participate and vote in the General Assembly shall not be dependent on the condition ofreservation ofthe share certificates.

The detailed Information Document that comprises of the Board of Directors' Annual Report, Auditor's Report, Financial Statements for the year 2023 prepared within the framework of the provisions of the Capital Market Law and the related legislations, and the explanations and related documents within the framework of mandatory Corporate Governance Principlesrelated to the proposalregarding Profit Distribution shall be made available within the legal period, 3 weeks before the meeting, for review by our Shareholders at the Company Headquarters and the Company Internetsite at www.can2termik.com

The stakeholders are also invited to the General Assembly meeting, but without the right to speak. We submit

this information for our Shareholders and request their attendance.

ÇAN2 TERMİK A.Ş.

ÇAN2 TERMİK A.Ş.

2023 ORDINARY GENERAL ASSEMBLY MEETING AGENDA

    1. Opening and Election of the Meeting Chairman
    1. Authorization of the Meeting Board to sign the Minutes of General Assembly Meeting
    1. Reading, discussion and approval of the 2023 Annual Report prepared by the Board of Directors
    1. Reading, discussion and approval of the Independent Audit Report for the 2023 Accounting Year
    1. Reading, discussion and approval of the Balance Sheet and Profit-Loss Statement for the 2023 Accounting Year
    1. Discussion and decision making on the proposal of the Board of Directors on Profit Distribution for the 2023 Accounting Year
    1. Individual acquittal of the Board of Directors membersforthe corporate activities in 2023
    1. In accordance with the Corporate Governance Principles, informing the Shareholders about the 'Remuneration Policy' for the Members of the Board of Directors and Senior Executives and the payments made within the scope of the policy
    1. Determination of Monthly Remunerations of Board of Directors Members
    1. General Assembly's Approval for the Independent Audit Company suggested by the Board of Directors for auditing the Corporate Financial Statements and Board of Directors' Reports of 2024 in accordance with the Turkish Commercial Code and the Capital Market Board Regulation
    1. Informing the shareholders for the donations made by the Company in 2023
    1. Decision on the limits of donations and grants to be made by the Company in 2024 pursuant to Article 19/5 of the Capital Markets Law
    1. Informing the Shareholders on the securities, pledges, liens and bails given to the third persons in 2023 as per the respective regulations of the Capital Market Board, and the consequent incomes and benefits
    1. Informing shareholders as part of the Capital Market Board Corporate Governance Communiqué's Annex clause 1.3.6
    1. Informing the shareholders for the transactions handled with the related parties in 2023 within the framework of the regulations of the Capital Market Board
    1. Authorizing the Board of the Directors as part of the articles 395 and 396 of Turkish Commercial Code
    1. Wishes and Opinion

ÇAN2 TERMİK ANONİM ŞİRKETİ

I hereby assign …………... with the detailed information below as my proxy to represent me, to vote, to make proposals, and to sign the required documents in parallel with the opinions I have specified below in the Ordinary General Meeting of ÇAN2 TERMİK ANONİM ŞİRKETİ for the year 2023 to be held at 10:00 on Tuesday 17th December 2024 at Nidakule Kuzey Ataşehir Barbaros Mahallesi Begonya Sokak No:3 B3 katı 34746 Ataşehir/ İstanbul

The Proxy's(*)

Name Surname/Commercial Title:

Republic of Turkey ID No/Tax No:

Trade Registry and Number and MERSIS number:

(*) For proxies of foreign nationality, the equivalent of the listed information, if any, must be submitted.

A) SCOPE OF THE REPRESENTATION POWER

For the sections 1 and 2 below, one of the options from (a), (b), or (c) should be chosen to specify the authorization scope.

1. Regarding the Items included in the General Assembly

Agenda: a-) The proxy is authorized to vote as per their opinions.

b-) The proxy is authorized to vote as per the opinions of the corporate

management. c-) The proxy is authorized to vote in accordance with the following

instructions.

Instructions:

In case the shareholder chooses option (c), the instructions for each agenda item is given by checking the options (accept or reject) given against the related general assembly item and, if the reject option is chosen, then by the dissenting opinion requested to be written in the general assembly minutes, if any.

Agenda Items(-)
1.Opening and Election of the Meeting
Chairman
Accept Reject Dissenting Opinion
2.Authorization of the Meeting Board to sign
the Minutes of General Assembly Meeting
3.Reading, discussion and approval of the
2023 Annual Report prepared by the Board
of Directors
4.Reading, discussion and approval of the
Independent Audit Report for the 2023
Accounting Year
5.Reading, discussion and approval of the
Balance Sheet and Profit-Loss Statement
for the 2023 Accounting Year
6.Discussion and decision making on the
proposal of the Board of Directors on
Profit Distribution for the 2023 Accounting
Year
7.Individual acquittal of the Board of
Directors members forthe corporate
activities in 2023
8.In accordance with the Corporate
Governance Principles, informing the
Shareholders about the 'Remuneration
Policy' for the Members of the Board of
9.Determination of Monthly Remunerations
Directors and Senior Executives and the
of Board of Directors Members
payments made within the scope of the
10. General Assembly's Approval for the
policy
Independent Audit Company suggested by
the Board of Directors for auditing the
Corporate Financial Statements and Board of
Directors' Reports of 2024 in accordance
with the Turkish Commercial Code and the
Capital Market Board Regulation
11. Informing the shareholders for the
donations made by the Company in 2023
12. Decision on the limits of donations and
grants to be made by the Company in 2024
pursuant to Article 19/5 of the Capital
Markets Law
13. Informing the Shareholders on the
securities, pledges, liens and bails given to
the third persons in 2023 as per the
respective regulations of the Capital Market
Board, and the consequent incomes and
benefits
14. Informing shareholders as part of the
Capital Market Board Corporate Governance
Communiqué's Annex clause 1.3.6
15.
Informing the shareholders for
the
transactions
handled
with
the
related
parties in 2023 within the framework of the
regulations of the Capital Market Board
16. Authorizing the Board of the Directors as
part of the articles 395 and 396 of Turkish
Commercial Code
17. Wishes and Opinion

(*) The items included in the General Assembly agenda are listed separately. If the minority has a separate draft resolution, this is specified separately to ensure voting by proxy.

Special instruction on the other issues that may arise during the General Assembly meeting and especially on the execution of the minority rights:

  • a. The proxy is authorized to vote as per their opinions.
  • b. The proxy is not authorized to represent in these issues.
  • c. The proxy is authorized to vote in accordance with the following special instructions.

SPECIAL INSTRUCTIONS: The special instructionsto be given to the proxy by the shareholder, if any, are stated here.

  • B) The shareholder chooses one of the following options to specify the shares to be represented by the proxy.
  • 1. I approve the representation of the shares with the details below by my proxy.
  • a) Issue and series:*
  • b) Number/Group:**
  • c) Number of shares-Nominal
  • value: ç) Whether the vote is

privileged:

  • d) Whether they are bearer or registered shares:*
  • e) Their ratio to the total number of shares/voting rights held by the shareholder:

* This information is not required for shares monitored from the registry.

** For shares monitored from the registry, information on the group, if any, shall be given rather than number.

2. It approves the representation by my proxy of all my shares in the list of shareholders that might participate in the general assembly, which is prepared one day before the general assembly date.

NAME SURNAME or TITLE OF THE SHAREHOLDER(*)

Republic of Turkey ID No/Tax No:

Trade Registry and Number and MERSIS number: Address:

(*) Forshareholders of foreign nationality, the equivalent of the listed information, if any, must be submitted.

SIGNATURE

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