AGM Information • Apr 26, 2024
AGM Information
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The Ordinary General Assembly Meeting of our Company for the year 2023 will be held on Wednesday, 22 May 2024 at 09:00 a.m. at Point Hotel Barbaros Gold Hall at the address Esentepe, Yıldız Posta Cd. No 29, 34394 Şişli/İstanbul, to discuss the agenda set forth below.
The shareholders of our Company will be able to attend the Ordinary General Assembly Meeting in person or through their representatives in person or via online media. Online participation in the meeting; will be realized through Electronic General Assembly System ("e-GKS") provided by Merkezi Kayıt Kuruluşu A.Ş. ("Central Securities Depository-CSD") will be held. Shareholders who will make transactions in e-GKS must first register with the CSD's Investor Information Center and also have a secure electronic signature or mobile signature.
Shareholders or their representatives who wish to participate online in the meeting, are required to fulfill their obligations in accordance with the provisions of the "Regulation on Electronic General Assemblies in Joint Stock Companies" published in the Official Gazette dated 28 August 2012 and numbered 28395 and of the "Communiqué on Electronic General Assembly System to be Implemented in General Assemblies of Joint Stock Companies" published in the Official Gazette dated 29 August 2012 and numbered 28396.
For the General Assembly Meeting to be held physically;
Representatives of real and legal persons can participate by presenting their identities and representation documents,
Representatives authorized through the Electronic General Assembly System can participate by presenting their identities
and by signing the list of attendants.
The shareholders who will participate in the meeting by proxy are required to submit a notarized power of attorney, in accordance with the example below, by complying with the provisions stipulated in the Communiqué on Proxy Voting and Proxy Solicitation No. II-30.1 of the Capital Markets Board. The sample of the aforementioned power of attorney is available at our Company's headquarters and also in the investor relations section of www.eis.com.tr and www.eczacibasi.com.tr websites. It is not necessary for the power of attorney document submitted over e-GKS to submit an additional physical power of attorney and the proxy appointed via e-GKS can participate in the General Assembly Meeting both in person and via e-GKS. The proxy who will participate in the meeting by proxy or physically, whether appointed with a notarized power of attorney or via e-GKS, is required to show the identity in the meeting. Power of attorney that does not comply with the sample of the power of attorney attached to the General Assembly Call Text, which is required within the framework of the above Communiqué of the Capital Markets Board, will not be accepted in the general assembly.
The right to participate and vote in the General Assembly cannot be made conditional on the storage of common stock pursuant to paragraph 4 of Article 415 of the Turkish Commercial Code No. 6102 and paragraph 1 of Article 30 of the Capital Markets Law No. 6362. In this context, if our shareholders want to participate in the General Assembly Meeting, they do not need to freeze their shares.
Our shareholders or their representatives who will participate online via e-GCS in the general assembly can obtain information from the Central Securities Depository-CSD (https://egk.mkk.com.tr) website about the procedures and principles regarding participation, the appointment of representatives, making suggestions, expressing opinions, and voting.
In the voting of the agenda items in the General Assembly Meeting, the open voting method by raising hands shall be used, without prejudice to the provisions on voting in an electronic environment.
The Financial Statements of our Company for 2023, the Independent Audit Report, the Corporate Governance Compliance Report, the Board of Directors' Annual Activity Report containing the Sustainability Compliance Framework Statement, the Sustainability Report containing statements made in accordance with the Sustainability Report format set forth under the decision of CMB dated 23.06.2022 and numbered 34/977 and the profit distribution proposal of the Board of Directors, and the General Assembly Information Document containing the following agenda items and necessary explanations for compliance with the Capital Markets Board regulations, will be available for the review of the shareholders three weeks before the meeting, within the legal period, at the Company Headquarters, in the investor relations section of www.eis.com.tr and www.eczacibasi.com.tr websites and in the e-GKS.
In accordance with the Personal Data Protection Law no. 6698, you can access detailed information about the processing of your personal data from the EİS Eczacıbaşı İlaç, Sınai ve Finansal Yatırımlar Sanayi ve Ticaret A.Ş. General Assembly Privacy Notice in the investor relations section on www.eis.com.tr and www.eczacibasi.com.tr .
Kindly submitted to the information of the esteemed shareholders.
Yours sincerely,
EİS Eczacıbaşı İlaç, Sınai ve Finansal Yatırımlar Sanayi ve Ticaret A.Ş.
Trade Registry and Number: Istanbul Trade Registry Directorate - 44943 Mersis (Central Registration System) No: 0326001968500011
,
I hereby appoint and authorize Mrs/Mr…………………………… as my attorney authorized to represent me, to vote and make proposals in line with the views I express below and to sign the required papers at the Ordinary General Assembly of EİS Eczacıbaşı İlaç, Sınai ve Finansal Yatırımlar Sanayi ve Ticaret A.Ş. for the year 2023 to be held on Wednesday, May 22, 2024, at 09:00 a.m. at Point Hotel Barbaros Gold Hall, located at Esentepe, Yıldız Posta Cd. No 29, 34394 Şişli/İstanbul.
Name & Surname/ Trade Name:
TR ID Number/Tax Number, Trade Registry Office and Number and Central Registration System Number (MERSIS):
For the below sections 1 and 2, one of (a), (b), or (c) options must be selected and scope of the powers for representation must be determined.
a) The attorney is authorized to exercise vote in line with his/her own opinion.
b) The attorney is authorized to exercise vote in line with the suggestions of the company management.
c) The attorney is authorized to cast vote in line with instructions shown in the table below. Instructions:
In the event that the shareholder chooses the option (c), instructions related to any particular agenda item shall be given by marking one of the options next to the relevant general assembly agenda item ("accept" or "reject"), in the event that the option "reject" is marked, by writing the dissenting opinion, if any, to be noted down in the minutes of the general assembly.
| Articles of the Agenda | Accept | Reject Dissenting Opinion |
|
|---|---|---|---|
| 1. | The opening and election of the Meeting Chairmanship, authorization of the Meeting Chairmanship for signing the meeting minutes, |
||
| 2. | Reading, negotiating and submitting the Annual Report for the Year 2023 prepared by the Company's Board of Directors for the approval of the General Assembly |
||
| 3. | Reading the Independent Audit Report Summary for the accounting period of 2023, informing the General Assembly regarding the audit activity and its results |
||
| 4. | Reading, negotiating, and submitting the Financial Statements for the accounting period of 2023 for approval of the General Assembly |
||
| 5. | Releasing the Board Members individually with regard to their activities in 2023; |
||
| 6. | Discussing the proposal of the Board of Directors drafted in accordance with the Company's Profit Distribution Policy and reaching a final decision thereon |
||
| 7. | Informing shareholders regarding the "Remuneration Policy" determined for the Board Members and Senior Executives in accordance with the Corporate Governance Principles; |
||
| 8. | Election of new Board Members and Independent Board Members, determination of their terms of office and their remunerations; |
||
| 9. | In accordance with article 399 of the Turkish Commercial Code and the Capital Markets Board regulations, the selection of the Independent Audit Company for 2024 proposed by the Board of Directors |
| 10. Informing the shareholders about the donations and grants made during the year of 2023 and setting an upper limit for donations and grants to be made in 2024 |
||
|---|---|---|
| 11. Informing shareholders regarding the income and benefits obtained through guarantees, pledges, mortgages, and sureties issued in favour of third parties in 2023 in accordance with the Communiqué on Corporate Governance No.II-17.1 of the Capital Markets Board; |
||
| 12. Informing the shareholders regarding the transactions within the scope of the Corporate Governance Principle numbered 1.3.6 annexed to the Corporate Governance Communiqué numbered II 17.1 of the Capital Markets Board, |
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| 13. Submitting for approval the authorisation of the members of the Board of Directors to carry out business and transactions within the framework of articles 395 and 396 of the Turkish Commercial Code, |
||
| 14. Wishes |
Articles regarding information provision are not put to vote.
If the minority has a different decision draft, such draft is separately pointed out so that votes can be cast by proxy.
c) The attorney is authorized to exercise vote in line with the following special instructions.
SPECIAL INSTRUCTIONS; Special instructions to be given by shareholder to the attorney/proxy, if any, shall be prescribed here.
Name, Surname or Title: TR ID Number / Tax Number, Trade Registry Office and Number and Central Registration System Number (MERSIS):
Address:
SIGNATURE:
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