Pre-Annual General Meeting Information • Mar 29, 2024
Pre-Annual General Meeting Information
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The Ordinary General Assembly Meeting of our Company for the 2023 activity year will be held on 25.04.2024, Thursday, at 10.00 a.m., at "Reşitpaşa Mah. Katar Cad. No: 4/1 Arı Teknokent 2 İç Kapı No:601 34469 Maslak/ Sarıyer/İSTANBUL" at the Company's head office address.
The shareholders of our Company may attend the Ordinary General Assembly Meeting physically or electronically in person or through their representatives. Attendance to the meeting electronically is possible with the secure electronic signatures of the shareholders or their representatives. For this reason, the shareholders or their representatives who will perform transactions in the electronic general assembly system (elektronik genel kurul sistemi) must have secure electronic signatures and must be registered in the "e-Investor Information Centre" of the Central Registry Agency (Merkezi Kayıt Kuruluşu).
In addition, shareholders or their representatives who wish to attend the meeting electronically are required to fulfil their obligations in accordance with the provisions of the "Regulation On General Assemblies Of Joint Stock Companies To Be Held Electronically" published in the Official Gazette dated 28 August 2012 and numbered 28395 and the "Communiqué on the Electronic General Assembly System to be applied in the General Assemblies of Joint Stock Companies" published in the Official Gazette dated 29 August 2012 and numbered 28396.
Shareholders who are unable to attend the meeting in person, physically or electronically, are required to arrange their proxies in accordance with the sample below by fulfilling the matters stipulated in the Capital Markets Board's "Communiqué on Voting by Proxy and Proxy Solicitation" numbered II-30.1, either by having their signature notarised or by attaching the signature statement issued before a notary public to the signed proxy form. The sample power of attorney form can also be obtained from the Company Head Office and the Company's website at www.hititcs.com. Shareholders who wish to attend the General Assembly in person will be able to exercise their rights regarding their shares registered in the "Shareholders List" in the Central Registry Agency (Merkezi Kayıt Kuruluşu) system by presenting their identity cards. Power of attorneys that are not in compliance with the power of attorney sample attached hereto and required by the Communiqué in question will not be accepted.
Our shareholders who will attend the general assembly electronically through the Electronic General Assembly System may obtain information about the procedures and principles regarding participation, appointment of representatives, making proposals, expressing opinions and voting from the website of the Central Registry Agency at https://www.mkk.com.tr.
Our Company's Consolidated Financial Statements for the year 2023, the Annual Report of the Board of Directors, the Independent Audit Report, the Dividend Distribution Proposal of the Board of Directors and the General Assembly Information Document will be made available for the review of the shareholders at the Company headquarters and on the Company's website at www.hititcs.com and on the Electronic General Assembly system of the Central Registry Agency at least three weeks before the General Assembly Meeting within the legal period.
Pursuant to the Capital Markets Law, for registered shares that are traded on the stock exchange, the Shareholders will not be notified by registered letter.
Kindly submitted for the information of honourable shareholders.
Sincerely,

I hereby appoint .............................................................................................., who is introduced in detail below, as my representative to be authorised to represent me, to vote, to make proposals and to sign the necessary documents in line with the opinions I have stated below, at the Ordinary General Assembly Meeting of 2023 to be held at the headquarters of the company, at Reşitpaşa Mah. Katar Cad. No: 4/1 Arı Teknokent 2 İç Kapı No:601 34469 Maslak/Sarıyer/İSTANBUL on 25.04.2024 Thursday, at 10.00 a.m.
(*) For foreign representatives, it is obligatory to submit the equivalent of the aforementioned information, if any.
The scope of the authorisation of representation should be determined by selecting one of the options (a), (b) or (c) for the sections 1 and 2 below.
If option (c) is selected by the shareholder, the instructions specific to the agenda item shall be given by ticking one of the options (acceptance or rejection) given opposite the relevant general assembly agenda item 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. To open and form of the Presidency; |
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| 2. To authorise the Meeting President to sign the minutes of the |
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| General Assembly Meeting; | |||
| 3. To read and discuss the Annual Report of the Board of |
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| Directors for the 2023 activity year; | |||
| 4. To read the Independent Audit Company Report for the 2023 |
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| activity year; | |||
| 5. To read, discuss and approve the consolidated financial |
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| statements for the 2023 activity year; | |||
| 6. To release the Members of the Board of Directors for their |
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| activities and transactions for the 2023 activity year, | |||
| 7. Discussing and resolving on the proposal of the Board of |
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| Directors not to distribute the profit for the year 2023; | |||
| 8. To submit the independent members elected by the Board of |
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| Directors pursuant to Article 363 of the Turkish Commercial | |||
| Code in accordance with the capital markets legislation for the | |||
| approval of the General Assembly due to the vacancy in the | |||
| membership of the Board of Directors; | |||
| 9. To discuss and resolve the election of the members of the |
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| Board of Directors and determination of their terms of office; | |||
| 10. To discuss and resolve the membership fees of the members |
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| of the Board of Directors for the 2024 activity year; |
| 11. | To discuss and resolve the proposal of the Board of Directors regarding the selection of an independent external auditing company for the audit of the accounts and transactions for the year 2024 in accordance with the Turkish Commercial Code and the Capital Markets Law; |
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|---|---|---|---|
| 12. | To inform the shareholders about the donations made in the 2023 activity year and discuss and decide on the donation limit for the 01.01.2024 - 31.12.2024 activity year; |
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| 13. | Within the framework of the regulations of the Capital Markets Board, to inform the shareholders about the guarantees, pledges, mortgages and sureties given by the Company in favour of third parties in 2023 and the income or benefits derived therefrom; and |
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| 14. | To open and form of the Presidency; |
If the minority has a separate draft resolution, this is also indicated separately in order to ensure proxy voting.
Special instructions to be given to the representative by the shareholder, if any, are stated here.
| a) Type and Series (*) |
: |
|---|---|
| b) Number / Group(**) | : |
| c) Quantity Nominal value | : |
| ç) Whether there is a privilege in voting | : |
| d) Bearer or registered share(*) |
: |
| e) Proportion of total shares / voting rights held by the shareholder : |
(*) This information is not requested for dematerialised shares.
(**) For dematerialised shares, information regarding the group, if any, will be given instead of the number.
(*) For foreign shareholders, the equivalent of the aforementioned information, if any, must be submitted.
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