Proxy Solicitation & Information Statement • May 4, 2024
Proxy Solicitation & Information Statement
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I hereby appoint _____________________________, whose particulars are given below in detail, as my Proxy to represent me, vote, make proposals and to sign necessary documents at the Ordinary General Meeting of Kocaer Çelik Sanayi ve Ticaret A.Ş. for the year 2023 to be held on Monday, May 27, 2024, at 10:30 AM at Denizli Nortpoint Hotel, Fevzi Çakmak Bulvarı No:129/Denizli
Proxy( *);
Name Surname/Trade Title:
TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:
(*) Foreign proxies of foreign nationality, it is obligatory to submit the aforementioned information, if any, its equivalents.
For the sections 1 and 2 given below, one of the options (a), (b) or (c) should be chosen to determine the scope of the representation authority.
a) The proxy is authorized to vote in line with his/her own opinion.
b) The proxy is authorized to vote in line with the proposals of the partnership management.
c) The proxy is authorized to vote in line with the instructions given in the table below.
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 (*) | Acceptance | Rejection | Dissent |
|---|---|---|---|
| 1. Opening and formation of the Presidential and Authorization of the Presidential Board to sign the Ordinary General Assembly Meeting Minutes; |
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| 2. Reading and discussing the Board of Directors' Activity Report for the year 2023, |
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| 3. Reading the Independent Audit Report prepared by the Independent Audit Firm for the year 2023, |
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| 4. Reading, discussing, and approving the financial statements for the 2023 accounting period, |
| 5. Release of the members of the Board of Directors separately for their activities in 2023, |
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|---|---|---|
| 6. Discussing, voting and resolving of the proposal of Board | ||
| of Directors for the distribution of 2023 profit, | ||
| 7. Determining and deciding on all kinds of remuneration such as wages and attendance fees of the members of the |
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| board of directors in accordance with the Company's | ||
| Remuneration Policy, | ||
| 8. Discussing and deciding on the proposal of the Board of | ||
| Directors regarding the selection of an Independent Auditing | ||
| Firm for the audit of accounts and transactions for the year | ||
| 2024 in accordance with the Turkish Commercial Code and | ||
| the Capital Markets Law, | ||
| 9. In accordance with the Turkish Commercial Code and | ||
| Capital Markets Board regulations; Informing the |
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| shareholders about the income or benefits obtained from the | ||
| guarantees, pledges, mortgages and sureties given in favor of | ||
| third parties in 2023 by the Company and its subsidiaries, | ||
| 10. Providing information about the donations and aids made | ||
| by the Company in 2023 in accordance with the Corporate | ||
| Governance Principles and determining the upper limit for | ||
| donations and aids to be made in the remainder of the year | ||
| 2024, | ||
| 11. Informing the shareholders about the important |
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| transactions that may cause conflict of interest in 2023 in | ||
| accordance with the principle number 1.3.6 of the Corporate | ||
| Governance Principles, | ||
| 12. Allowing the Members of the Board of Directors to carry | ||
| out the transactions found under Articles 395 and 396 of the | ||
| Turkish Commercial Code, | ||
| 13. Wishes and Comments. | ||
If the minority has a separate draft resolution, this is also indicated separately to ensure voting by proxy.
a) The proxy is authorized to vote in line with his/her own opinion.
b) The proxy is authorized to vote in line with the proposals of the partnership management.
c) The proxy is authorized to vote in line with the instructions given in the table below.
SPECIAL INSTRUCTIONS; Special instructions, if any, to be given by the shareholder to the attorney are specified here.
1. I approve the representation of my shares detailed below by the proxy.
a) Order and Serial (*)
b) Number / Group (**)
*This information is not requested for the dematerialized shares.
**For the dematerialized shares, information about the group, if any, will be given instead of the number.
Name Surname or Title of Shareholder ( *):
TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:
Tax number:
Trade Registry and Number:
Address:
( *) For foreign shareholders, it is obligatory to submit the aforementioned information, if any, its equivalents.
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