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COCA-COLA İÇECEK A.Ş. — AGM Information 2021
Mar 30, 2021
5900_rns_2021-03-30_1d4d22a4-460e-4e90-91fe-8379bfe96305.pdf
AGM Information
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Trade Registration Number: 265859 - İstanbul COCA-COLA İÇECEK A.Ş. BOARD OF DIRECTORS INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING TO BE HELD ON APRIL 29, 2021
Coca-Cola İçecek A.Ş.’s Ordinary General Assembly meeting shall be held on April 29, 2021, at 11:00 at “Dudullu OSB Mah., Deniz Feneri Sk. No: 4 Ümraniye 34776, Istanbul” to discuss the agenda items stated below.
Financial Statements, Independent Auditor’s Report, Annual Management Report, the Corporate Governance Principles Compliance Report, Dividend Proposal for the year 2020 as well as the Informative Document for the General Assembly meeting which includes the below agenda items and required explanations as per the Capital Markets Board’s regulations shall be made available to the Shareholders at the Company headquarters located at “Dudullu OSB Mah. Deniz Feneri Sk. No: 4 Ümraniye 34776, Istanbul”, on the Company website at www.cci.com.tr, on llic Disclosure Platform as well as the Electronic General Assembly System, three weeks prior to the meeting.
With rights and obligations of shareholders who shall participate electronically over the Electronic General Assembly System being reserved, shareholders who are unable to attend the meeting in person have to issue their proxies according to the attached proxy form or obtain the proxy form from the Company headquarters or the Company website at www.cci.com.tr and accordingly submit their proxies bearing their notarised signatures to the Company by fulfilling the conditions set forth in the “Communiqué on Voting by Proxy and Proxy Solicitation” number II-30.1 which took effect upon publication on the Official Gazette dated 24.12.2013 and numbered 28861. A proxy document is not required from a proxy appointed electronically through the Electronic General Meeting System. It shall not be possible to attend the general assembly with a proxy which does not comply with the proxy form required under the aforementioned Communiqué and a copy of which is attached hereto.
Shareholders who shall vote using the Electronic General Assembly System are kindly asked to obtain information from the Central Registry Agency, the Company website at www.cci.com.tr or the Company Headquarters to ensure that they comply with the provisions of the “Regulations Concerning Electronic General Assemblies of Joint Stock Companies”.
Pursuant to paragraph 4 Article 415 of Turkish Commercial Code number 6102 and paragraph 1 Article 30 of Capital Market Law the right to participate and cast votes in general assemblies is not subject to the condition of depositing share certificates. Accordingly, shareholders are not required to block their shares to attend the General Assembly.
Pursuant to Capital Markets Law, shareholders shall not be further sent a registered letter for those shares which are registered and traded on the Stock Exchange.
In the Ordinary General Assembly Meeting, the voting of the agenda items will be exercised by open voting through hand voting, provided that the provisions for electronic voting are reserved.
All right holders and beneficiaries are invited to our General Assembly meeting.
Respectfully submitted to the attention of the Shareholders.
COCA-COLA İÇECEK AŞ
BOARD OF DIRECTORS
Company Address: Dudullu OSB Mah. Deniz Feneri Sk. No:4 Ümraniye 34776 İstanbul Trade Registration and Number: İstanbul/265859
PUBLIC
COCA-COLA İÇECEK ANONİM ŞİRKETİ
ORDINARY GENERAL SHAREHOLDERS MEETING DATED APRIL 20, 2020 AGENDA
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Opening of the meeting, election of the Chairmanship Council;
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Reading and discussion of the Integrated Annual Report prepared by the Board of Directors,
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Reading of the Independent Audit Report,
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Reading, discussion and approval of our Company’s Financial Statements for the year 2020 prepared in accordance with the Capital Markets legislation,
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Release of each and every member of the Board of Directors from liability with regards to the 2020 activities of the Company,
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Approval of the Board of Directors’ proposal on distribution of profits,
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Approval of the changes made in the Board of Directors during the year in accordance with Article 363 of the Turkish Commercial Code,
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Appointment of the Board of Directors and determination of their term of office and fees,
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Provided that the necessary permissions have been obtained from the Capital Markets Board and T.C. Ministry of Trade, discussion and approval of the Company Articles of Association numbered 8.2 and titled "Board of Directors Meetings" on the amendment proposal as in the ANNEX-1,
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Approval of the appointment of the Independent Audit Firm, selected by the Board of Directors, in accordance with Turkish Commercial Code and Capital Markets Board’s regulations,
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Informing the General Assembly on the donations made by the Company in 2020, in accordance with the Capital Markets Board’s regulations,
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Informing the General Assembly on any guarantees, pledges, mortgages and surety issued by the Company in favour of third parties for the year 2020 and the income or benefit obtained by the Company, in accordance with the Capital Markets Board’s regulations,
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Informing the General Assembly, on the transactions, if any, within the context of Article 1.3.6. of Annex-I of the Corporate Governance Communique (II-17.1.) of the of the Capital Markets Board,
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Granting authority to Members of the Board of Directors according to Articles 395 and 396 of Turkish Commercial Code,
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Closing.
PUBLIC
PROXY FORM FOR THE ORDINARY GENERAL ASSEMBLY MEETING COCA-COLA İÇECEK A.Ş.
To the Chair of the General Assembly of Shareholders,
I hereby appoint ___________________________________ as my proxy authorized to represent me, to vote and make proposals in line with the views I express herein below and sign the required papers at the Ordinary General Assembly of Coca-Cola İçecek A.Ş. that will convene on April 29, 2021, at 11:00 at the address of, Dudullu OSB Mah., Deniz Feneri Sk. No:4 Ümraniye 34776 İstanbul.
The Attorney’s(*):
Name Surname/ Trade Name:
TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:
(*) Foreign attorneys should submit the equivalent information mentioned above.
A) SCOPE OF REPRESENTATIVE POWER
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.
- About the agenda items of General Assembly:
a) The attorney is authorized to vote according to his/her opinion.
b) The attorney is authorized to vote in line with the proposals of the partnership management.
c) The attorney is authorized to vote in accordance with the following instructions stated in the table.
Instructions:
In the event that the shareholder chooses option (c), 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.Opening of the meeting, election of the ChairmanshipCouncil | |||
| 2.Reading and discussion of the Integrated Annual Reportprepared bythe Board of Directors | |||
| 3.Reading of the Independent Audit Report | |||
| 4.Reading, discussion and approval of our Company’sFinancial Statements for the year 2020 prepared inaccordance with the Capital Markets legislation | |||
| 5.Release of each and every member of the Board ofDirectors from liability with regards to the 2020 activitiesof the Company | |||
| 6.Approval of the Board of Directors’ proposal ondistribution of profits | |||
| 7.Approval of the changes made in the Board of Directorsduring the year in accordance with Article 363 of theTurkish Commercial Code | |||
| 8.AppointmentoftheBoardofDirectorsanddetermination of their term of office and fees | |||
| 9.Provided that the necessary permissions have beenobtained from the Capital Markets Board and T.C.Ministry of Trade, discussion and approval of theCompany Articles of Association numbered 8.2 and titled"Board of Directors Meetings" on the amendmentproposal as in the ANNEX-1 | |||
| 10.Approval of the appointment of the Independent AuditFirm, selected by the Board of Directors, in accordancewith Turkish Commercial Code and Capital MarketsBoard’s regulations |
PUBLIC
11.Informing the General Assembly on the donations made by the Company in 2020, in accordance with the Capital Markets Board’s regulations 12.Informing the General Assembly on any guarantees, pledges, mortgages and surety issued by the Company in favour of third parties for the year 2020 and the income or benefit obtained by the Company, in accordance with the Capital Markets Board’s regulations 13.Informing the General Assembly, on the transactions, if any, within the context of Article 1.3.6. of Annex-I of the Corporate Governance Communique (II-17.1.) of the of the Capital Markets Board 14.Granting authority to Members of the Board of Directors according to Articles 395 and 396 of Turkish Commercial Code 15.Closing
No voting on the informative items. If the minority has another draft resolution, necessary arrangements should be made to enable them vote by proxy.
- Special instruction related to other issues that may come up during General Assembly meeting and rights of minority:
a) The attorney is authorized to vote according to his/her opinion.
b) The attorney is not authorized to vote in these matters.
c) The attorney is authorized to vote for agenda items in accordance with the following instructions: SPECIAL INSTRUCTIONS: 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 the following. 1. I hereby confirm that the attorney represents the shares specified in detail as follows:
a) Order and Serial(*)
b) Number / Group (**)
c) Amount-Nominal Value
d) Share with voting power or not
e) Bearer-Registered(*)
f) Ratio of the total shares/voting rights of the shareholder
*Such information is not required for the shares which are followed up electronically.
**For the shares which are followed up electronically, information related to the group will be given instead of number.
- 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 TITLE OF THE SHAREHOLDER (*)
TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:
Address:
- (*) Foreign attorneys should submit the equivalent information mentioned above. Signature
PUBLIC
ANNEX 1- COCA-COLA İÇECEK AŞ ARTICLES OF ASSOCIATION AMENDMENT PROPOSAL
| OLD VERSION | NEW VERSION |
|---|---|
| 8.2. Meetings of the Board of DirectorsThe Board of Directors shall convene as and when required by thebusiness of the Company.The Chairman, the Vice-Chairman and each member of the Boardof Directors shall have the right to call the Board of Directors for ameeting by sending invitation at least 15 (fifteen) days prior to suchmeeting to all other members of the Board of Directors and/or insertitems he/she wants to be discussed in the agenda of such meetings.Meetings of the Board of Directors shall be held at the head officeof the Company or at any other place in or outside Turkey as theBoard of Directors shall decide at an ordinary meeting and with anordinary decision quorum.The Board of Directors may take decisions without holding ameeting pursuant to Article 390/4 of the Turkish Commercial Code.The meeting and decision quorums as provided in Article 8.3 belowshall also apply to such decisions. | 8.2. Meetings of the Board of DirectorsThe Board of Directors shall convene as and when required by thebusiness of the Company.The Chairman, the Vice-Chairman and each member of the Boardof Directors shall have the right to call the Board of Directors for ameeting by sending invitation at least 15 (fifteen) days prior to suchmeeting to all other members of the Board of Directors and/or insertitems he/she wants to be discussed in the agenda of such meetings.Meetings of the Board of Directors shall be held at the head officeof the Company or at any other place in or outside Turkey as theBoard of Directors shall decide at an ordinary meeting and with anordinary decision quorum.The Board of Directors may take decisions without holding ameeting pursuant to Article 390/4 of the Turkish Commercial Code.The meeting and decision quorums as provided in Article 8.3 belowshall also apply to such decisions.Those who are entitled to attend the Company's Board ofDirectors meeting may also attend these meetings electronicallyin accordance with Article 1527 of the Turkish CommercialCode. The Company may establish an Electronic MeetingSystem that will allow right holders to attend and vote in thesemeetings electronically in accordance with the provisions of theCommuniqué on Boards to be Held in Electronic Environmentexcept for Company General Assemblies in Companies, as wellas procuring services from systems established for this purpose.In the meetings to be held, it is ensured that the right holderscan exercise their rights through the system established inaccordance with this communique or the system from whichsupport services will be procured. |
PUBLIC