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GEDİK YATIRIM MENKUL DEĞERLER A.Ş.

AGM Information Apr 24, 2025

8703_rns_2025-04-24_33eb6c1a-aaef-4119-b398-cb42bc97d4d1.pdf

AGM Information

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GEDİK YATIRIM MENKUL DEĞERLER AŞ

FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS

INVITATION OF ORDINARY GENERAL ASSEMBLY DATED 26 MARCH 2025

The Ordinary General Assembly Meeting of our Company for the year 2024 will be held on Wednesday, March 26, 2025 at 14:00 p.m. at Altayçeşme Mahallesi Çamlı Sokak Pasco Plaza No: 21 Kat:11 Maltepe / Istanbul to discuss the following agenda.

The Consolidated Financial Statements and Footnotes and Independent Audit Report for the fiscal year 2024 prepared in accordance with the CMB regulations, the proposal of the Board of Directors' proposal for dividend distribution for the fiscal year 2024, the Annual Report of the Board of Directors and the attached Corporate Governance Principles Compliance Report and the agenda items and the information notes containing the necessary explanations for compliance with the Corporate Governance Principles will be made available for the review of the Esteemed Shareholders at Altayçeşme Mahallesi Çamlı Sokak Pasco Plaza No: 21 Kat:11 Maltepe / İstanbul, on the company website at www.gedik.com/en/ and the Electronic General Assembly System of the Central Registry Agency will be made available for the review of Esteemed Shareholders.

Our shareholders who wish to attend the Ordinary General Assembly Meeting are required to fulfill the procedures announced to the public by the Central Registry Agency. The "Shareholders List" regarding the right holders and their representatives attending the meeting is taken from the Electronic General Assembly System before the meeting starts. The "Shareholders List" is used for the formation of the list of attendees. The control of whether the persons who physically come to the meeting hall to attend the Ordinary General Assembly Meeting are shareholders or their representatives will be made through the aforementioned list.

Our shareholders who will not be able to attend the meeting in person, provided that the rights and obligations of the shareholders who will participate electronically through the Electronic General Assembly System are reserved, should arrange their proxies in accordance with the attached sample or obtain the sample proxy form from our Company Headquarters or our Corporate website at www.gedik.com/en/ and accordingly, they are required to fulfill the requirements stipulated in the "Communiqué on Voting by Proxy and Proxy Solicitation" numbered II-30.1, which entered into force upon publication in the Official Gazette dated 24.12.2013 and numbered 28861, and to submit their notarized proxy forms to the Company. It is not necessary for the proxy appointed electronically through the Electronic General Assembly System to submit a power of attorney document. Power of attorneys that are not in compliance with the attached power of attorney sample, which is required by the Communiqué, will not be accepted due to our legal liability.

Our Shareholders who will vote via Electronic General Assembly System are kindly requested to obtain information from the Central Registry Agency or Gedik Investor Relations in order to fulfill their obligations under the "Regulation on General Assembly Meetings to be held in Electronic Environment in Joint Stock Companies" of the Ministry of Trade.

Pursuant to Article 415, Paragraph 4 of the Turkish Commercial Code No. 6102 and Article 30, Paragraph 1 of the Capital Markets Law No. 6362, the right to attend and vote at the General Assembly Meeting cannot be conditioned on the deposit of share certificates. Accordingly, our shareholders who wish to attend the General Assembly Meeting are not required to have their shares blocked. It is necessary and sufficient for our shareholders who will attend the General Assembly Meeting in person to show their ID cards at the meeting.

In addition, if our shareholders, whose identity and information regarding the shares in their accounts are concealed and therefore cannot be seen by our Company, wish to participate in the General Assembly Meeting, they are required to apply to the intermediary institutions where their accounts are held and ensure that the restriction on the concealed identity and information regarding their shares is removed until 1 (one) day before the date of the General Assembly Meeting.

Without prejudice to the provisions on electronic voting, open voting by raising hands shall be used for voting on the agenda items at the General Assembly Meeting.

It is submitted for the information of Esteemed Shareholders.

GEDİK YATIRIM MENKUL DEĞERLER AŞ's

26 MARCH 2025

2024 ORDINARY GENERAL ASSEMBLY MEETING AGENDA

    1. Opening and formation of the meeting chairmanship,
    1. Reading, discussing and resolving on the Board of Directors' Annual Report for 2024,
    1. Reading the summary of the independent audit report for the fiscal year 2024,
    1. Reading, discussing and resolving on the Financial Statements prepared in accordance with the CMB regulations for the year 2024,
    1. Release of the Members of the Board of Directors separately for the 2024 operating year,
    1. Pursuant to Article 16/3 of the CMB's Communiqué on Shares No. VII-128.1, within the framework of the commitment given to the CMB in the process of the Company's capital increase through bonus issue in 2024, approval of existing in legal books and records of Company, and previous year losses existing in the last financial statements prepared and disclosed to public,
    1. Acceptance, acceptance with amendments or rejection of the proposal of the Board of Directors regarding the utilization of the profit for the year 2024,
    1. Giving information about the donations made by the Company in 2024 within the framework of the CMB legislation,
    1. Determining the upper limit for donations to be made in 2025 within the framework of CMB legislation,
    1. Determination of the number and terms of office of the members of the Board of Directors,
    1. Election of the members of the Board of Directors,
    1. Determination of the monthly salaries of the Members of the Board of Directors and Independent Board Members,
    1. Approval of the Independent Audit Firm selection made by the Board of Directors in accordance with the Turkish Commercial Code and Capital Markets Board regulations,
    1. Authorizing the members of the Board of Directors for the transactions specified in Articles 395 and 396 of the Turkish Commercial Code,
    1. Informing the shareholders about the guarantees, pledges, mortgages (GPM), given by the Company in favor of third parties and the income and benefits obtained in 2024,
    1. Giving informations about the shareholders about the transactions within the scope of principle 1.3.6 of the CMB Corporate Governance Communiqué No. II-17.1,
    1. Wishes and closing.

POWER OF ATTORNEY

GEDİK YATIRIM MENKUL DEĞERLER AŞ

I hereby appoint .............................................................................., who is introduced in detail below, as my proxy to be authorized to represent me, to vote, to make proposals and to sign the necessary documents in line with the views I have expressed below at the ordinary general assembly meeting of Gedik Yatırım Menkul Değerler AŞ for the year 2024 to be held at Altayçeşme Mahallesi Çamlı Sokak Pasco Plaza No: 21 Kat:11 Maltepe / İstanbul on Wednesday, March 26, 2025 at 14:00 pm.

Proxy's (*);

Name Surname/Trade Registry Name:

TR Identity Number/Tax Number, Trade Registry and Number and MERSIS number:

(*) For foreign proxies, it is mandatory to submit the equivalent of the aforementioned information, if any.

A) SCOPE OF THE AUTHORIZATION OF REPRESENTATION

The scope of representation authority should be determined by selecting one of the options (a), (b) or (c) for sections 1 and 2 below.

1. About the Matters on the Agenda of the General Assembly;

a) The proxy is authorized to vote in accordance with his/her own opinion.

b) The proxy is authorized to vote in line with the recommendations of the partnership management.

c) The proxy is authorized to vote in accordance with the instructions specified in the table below.

Instructions:

If option (c) is selected by the shareholder, the instructions specific to the agenda item shall be given by marking one of the options given opposite the relevant general assembly agenda item (acceptance or rejection) and if the rejection option is selected, by indicating the dissenting opinion, if any, requested to be written in the minutes of the general assembly meeting.

Agenda Items (*) Acceptance Rejection Dissenting Opinion
1. Opening and formation of the
meeting chairmanship
2. Reading, discussing and resolving on
the Board of Directors' Annual Report
for 2024
3. Reading the summary of the
independent audit report for the fiscal
year 2024
4. Reading, discussing and resolving on
the Financial Statements prepared in
accordance with the CMB regulations
for the year 2024
5. Release of the Members of the
Board of Directors separately for the
2024 operating year
6. Pursuant to Article 16/3 of the
CMB's Communiqué on Shares No. VII
128.1, within the framework of the
commitment given to the CMB in the
process of the Company's capital
increase through bonus issue in 2024,
approval of existing in legal books and
records of Company, and previous year
losses existing in the last financial
statements prepared and disclosed to
public
7. Acceptance, acceptance with
amendments or rejection of the
proposal of the Board of Directors
regarding the utilization of the profit
for the year 2024,
8. Giving information about thje
donations made by the Company in
2024 within the framework of the CMB
legislation
9. Determining the upper limit for
donations to be made in 2025 within
the framework of CMB legislation
10. Determination of the number and
terms of office of the members of the
Board of Directors
11. Election of the members of the
Board of Directors
12. Determination of the monthly
salaries of the Members of the Board
of Directors and Independent Board
Members
13. Approval of the Independent Audit
Firm selection made by the Board of
Directors in accordance with the
Turkish Commercial Code and Capital
Markets Board regulations
14. Authorizing the members of the
Board of Directors for the transactions
specified in Articles 395 and 396 of the
Turkish Commercial Code
15. Informing the shareholders about
the guarantees, pledges, mortgages
(GPM), given by the Company in favor
of third parties and the income and
benefits obtained in 2024
16. Giving informations about the
shareholders about the transactions
within the scope of principle 1.3.6 of
the CMB Corporate Governance
Communiqué No. II-17.1,
17. Wishes and closing

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

2. Special instructions on other issues that may arise at the General Assembly meeting and in particular on the exercise of minority rights:

a) The proxy is authorized to vote in accordance with his/her own opinion.

b) The proxy is not authorized to represent in these matters.

c) The proxy is authorized to vote in accordance with the following special instructions.

SPECIAL INSTRUCTIONS; If any, special instructions to be given by the shareholder to the proxy shall be specified here.

B) The shareholder chooses one of the following options and indicates the shares he/she wants the proxy to represent.

1. I approve the representation of my shares detailed below by proxy.

  • a) Order and series*:
  • b) Number/Group**:
  • c) Quantity-Nominal value:
  • ç) Whether there are voting privileges:
  • d) Wheter Bearer-Name written*:
  • e) Proportion of total shares/voting rights held by the shareholder:

*This information is not requested for shares monitored through the registry.

**For shares monitored through the registry, information related to the group, if available, will be provided instead of a number.

2. I approve the representation of all my shares listed in the list of shareholders who can attend the general assembly, prepared by the MKK one day before the general assembly day, by a proxy.

SHAREHOLDER'S NAME SURNAME or TITLE (*)

TR Identity Number/Tax Number, Trade Registry and Number and MERSIS number:

Address:

(*) For foreign shareholders, it is mandatory to submit the equivalent of the aforementioned information, if any.

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