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KARTONSAN KARTON SANAYİ VE TİCARET A.Ş.

AGM Information Mar 4, 2025

8938_rns_2025-03-04_a324e427-86a7-4540-8c37-c999c93311e7.pdf

AGM Information

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KARTONSAN KARTON SANAYİ VE TİCARET ANONİM ŞİRKETİ FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING

ISTANBUL TRADE REGISTRY OFFICE-TRADE REGISTRY NO 95869/41270-MERSİS NO: 0526005749100010

The Ordinary General Assembly Meeting of our Company for the fiscal year 2024 will be held on 28.03.2025 at 10:30 am at ENGİN PAK İŞ MERKEZİ, Prof. Dr. Bülent Tarcan Cad. No:5 Gayrettepe/Beşiktaş/İstanbul/Türkiye.

Since our Company is a Joint Stock Company subject to the regulations of the Capital Markets Board, our shareholders who wish to attend the General Assembly Meeting may attend the General Assembly Meeting physically or electronically in person or through their representatives. Participation in the meeting electronically is possible with the secure electronic signatures of the shareholders or their representatives. For this reason, shareholders who will perform transactions in the Electronic General Assembly System ("EGKS") must first have a secure electronic signature and register to the e-MKK Information Portal of Merkezi Kayıt Kuruluşu ("MKK"). Shareholders or their representatives who do not register to the e-MKK Information Portal and do not have secure electronic signatures will not be able to participate in the general assembly meeting electronically via EGKS.

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 Assembly Meetings of Joint Stock Companies to be Held Electronically" published in the Official Gazette dated 28 August 2012 and numbered 28395, the "Communiqué on Electronic General Assembly System to be Applied in the General Assembly Meetings of Joint Stock Companies" published in the Official Gazette dated 29 August 2012 and numbered 28396, the Capital Markets Legislation, Capital Markets Board Regulations and Central Registry Agency regulations.

Shareholders who will attend the meeting by proxy are required to fulfil the requirements stipulated in the Capital Markets Board Communiqué Serial IV, No:8 and submit a notarized power of attorney in accordance with the sample below. Pursuant to the provisions of the "Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to be present at these Meetings", the shareholders who will deposit the dematerialized shares pursuant to the relevant article of the Capital Markets Law are required to issue a "Representation Certificate Regarding the Deposited Shares" and "Instruction Notification Form", examples of which are attached to the regulation.

2024 Balance Sheet, Income Statement, Board of Directors (Annual Report), Independent Auditor's Report and the reports to be prepared within the framework of the Capital Markets Legislation will be made available for the review of our shareholders at the Company headquarters at least three weeks (21 Days) prior to the date of the general assembly meeting, excluding the announcement and meeting days.

We respectfully request our shareholders to attend the meeting at the place, day and time stated above.

It is announced to our esteemed shareholders.

KARTONSAN KARTON SANAYİ VE TİCARET ANONİM ŞİRKETİ 2024 ORDINARY GENERAL ASSEMBLY AGENDA DATED 28.03.2025

    1. Opening and Organisation of the Meeting Presidency
    1. Reading and discussion of the Board of Directors' Annual Report for the 2024 Activity Year
    1. Reading and Discussing the Report of the Independent External Audit Firm for the 2024 Activity Year
    1. Reading, Discussion and Approval of 2024 Balance Sheet and Income Statement,
    1. Release of the Members of the Board of Directors for the Activities of the Company for the Year 2024,
    1. Providing information about the donations made during the year and setting an upper limit for donations to be made in 2025,
    1. Reading of the Board of Directors' Proposal for Dividend Distribution for 2024 (Proposal for Not Distributing Dividend Due to Losses in Legal Records), Discussion, Approval or Acceptance or Rejection of the Amendment Proposals, if any, on the Proposal,

KARTONSAN KARTON SANAYİ VE TİCARET ANONİM ŞİRKETİ FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS

INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING

    1. Election and Approval of the Members of the Board of Directors Minimum 1/3 of the Total Members of the Board of Directors to be Independent Members in accordance with the Corporate Governance Principles of the Capital Markets Board,
    1. Determination of the Remuneration of the Members of the Board of Directors,
    1. Informing the General Assembly on the Principles of Remuneration of the Members of the Board of Directors and Key Management Personnel.
    1. Submitting the Independent Auditing Firm Selected by the Board of Directors for the Audit of the Company's Financial Statements and Reports for the Year 2025 in accordance with the Capital Markets Law No. 6362 and the Independent Auditor within the scope of the Turkish Commercial Code No. 6102 to the Approval of the General Assembly,
    1. Informing the General Assembly in accordance with the Capital Markets Legislation and Articles 395 and 396 of the Turkish Commercial Code regarding the Transactions of the Shareholders Holding the Management Dominance, Members of the Board of Directors, Senior Executives, their Spouses and Relatives by Blood and Marriage up to the Second Degree that may cause a Conflict of Interest with the Company or its Subsidiaries, and Competition, and Submitting for the Approval of the Said Transactions to the General Assembly. Articles 395 and 396 of the Capital Markets Legislation and the Turkish Commercial Code and Submitting the Authorisation of the Said Transactions to the Approval of the General Assembly.
    1. Discussion on Offsetting the Inflation Adjustment Differences of the Shareholders' Equity Items in the Company's Legal Records against the Previous Years' Losses Resulting from the Inflation Adjustment
    1. Wishes and opinions.

KARTONSAN KARTON SANAYİ VE TİCARET ANONİM ŞİRKETİ ADDRESS: Prof. Dr. Bülent Tarcan Cad. Engin Pak Business Merkezi No:5 K:3 34349 Gayrettepe/Istanbul Tel: 0 212 273 20 00 Fax: 0 212 273 21 64

POWER OF ATTORNEY KARTONSAN KARTON SANAYİ VE TİCARET ANONİM ŞİRKETİ

Kartonsan Karton Sanayi ve Ticaret A.Ş. on 28.03.2025 Friday at 10:30 a.m.

ENGİN PAK İŞ MERKEZİ, Prof. Dr. Bülent Tarcan Cad. No:5 Gayrettepe/Beşiktaş/İstanbul/Türkiye, I hereby appoint ................................................................., who is introduced in detail below, as my proxy to be authorised to represent me, to vote, to make proposals and to sign the necessary documents in line with the views I have expressed below.

REPRESENTATIVE (*);

Name Surname/Title of Trade:

TR Identity No / Tax No, Trade Registry and Number and MERSIS number :

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

A) SCOPE OF AUTHORISATION OF REPRESENTATION

The scope of the authorisation of representation by selecting one of the options (a), (b) or (c) for sections 1 and 2 below

must be determined.

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

a) The proxy is authorised to vote in line with his/her own opinion.

KARTONSAN KARTON SANAYİ VE TİCARET ANONİM ŞİRKETİ FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING

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

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

Instructions:

In the event that 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 Red Dissenting
Opinion
1. Opening and Organisation of the Meeting Presidency
2. Reading and discussion of the Board of Directors' Annual Report for
the 2024 Activity Year,
3. Reading and discussion of the Independent External Audit Firm
Report for the 2024 Activity Year,
4. Reading, Discussion and Approval of 2024 Balance Sheet and
Income Statement,
5. Release of the Members of the Board of Directors for the Activities
of the Company for the Year 2024,
6. Providing information about the donations made during the year and
setting an upper limit for donations to be made in 2025,
7. Reading of the Board of Directors' Proposal for Dividend Distribution
for the Year 2024 (Proposal for Not Distributing Dividend Due to the
Loss in Legal Records), Discussion, Approval or Acceptance or
Rejection of the Amendment Proposals, if any, on the Proposal
8. Election and Approval of the Members of the Board of Directors
Minimum 1/3 of the Total Members of the Board of Directors to be
Independent
Members
in
accordance
with
the
Corporate
Governance Principles of the Capital Markets Board,
9. Determination of the Remuneration of the Members of the Board of
Directors,
10. Informing the General Assembly on the Principles of Remuneration
of the Members of the Board of Directors and Senior Executives.
11. Submitting the Independent Auditing Firm Selected by the Board of
Directors for the Audit of the Company's Financial Statements and
Reports for the Year 2025 in accordance with the Capital Markets
Law No. 6362 and the Independent Auditor within the scope of the
Turkish Commercial Code No. 6102 to the Approval of the General
Assembly,
12. Informing the General Assembly in accordance with the Capital
Markets Legislation and Articles 395 and 396 of the Turkish
Commercial Code regarding the Transactions of the Shareholders
Holding the Management Dominance, Members of the Board of
Directors, Senior Executives, their Spouses and Relatives by Blood
and Affinity up to the Second Degree that may cause a Conflict of
Interest with the Company or its Subsidiaries, and Competition, and
Submitting for the Approval of the Said Transactions to the General
Assembly. Articles 395 and 396 of the Capital Markets Legislation
and the Turkish Commercial Code and Submitting the Authorisation
of the Said Transactions to the Approval of the General Assembly.
13. Discussion on Offsetting the Inflation Adjustment Differences of the
Shareholders' Equity Items in the Company's Legal Records against
the Previous Years' Losses Resulting from the Inflation Adjustment
14. Wishes and opinions.
  1. Special instructions on other issues that may arise at the General Assembly meeting and in particular on the exercise of minority rights:

KARTONSAN KARTON SANAYİ VE TİCARET ANONİM ŞİRKETİ FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING

a) The proxy is authorised to vote in line with his/her own opinion.

b) The attorney is not authorised to represent in these matters.

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

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

B) The shareholder chooses one of the following options and specifies 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 (²):

  • b) Number/Group (³):
  • c) Quantity-Nominal value:
  • ç) Whether it has privileges in voting:
  • d) Bearer share (²):
  • e) Proportion of total shares/voting rights held by the shareholder:

  • I hereby approve the representation by proxy of all of my shares included in the list of shareholders who can attend the general assembly prepared by CRA one day before the general assembly date.

SHAREHOLDER (¹);

Name Surname or Title :
Turkish ID No/Tax No, Trade Registry and Number :
with MERSIS number :
Address :
SIGNATURE :

(¹)For foreign shareholders, it is obligatory to submit the equivalent of the aforementioned information, if any. (²)This information is not requested for dematerialised shares.

(³)For dematerialised shares, information regarding the group, if any, will be given instead of the number

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