AGM Information • Mar 24, 2025
AGM Information
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Our company's Annual General Assembly Meeting for the fiscal year 1 January 2024 – 31 December 2024 will be held on 21 April 2024 at 11:00 AM at the following address: "Wyndham Grand Istanbul Levent Hotel, Esentepe Mahallesi Büyükdere Caddesi No:177-183 Şişli 34394 Istanbul." The agenda is as follows to discuss and resolve:
For the fiscal year 1 January 2024 - 31 December 2024, the following items will be discussed and resolved at the Annual General Assembly Meeting: Board of Directors' Annual Consolidated Activity Report, Consolidated Financial Statements and Notes ("Financial Report"), Opinion of the Independent Audit Firm, Proposal of the Board of Directors regarding Profit Distribution, Compliance Report on Corporate Governance Principles, Meeting Agenda, General Assembly Information Document, General Assembly Attendance Procedure and Proxy Form, General Assembly information notes including additional explanations within the scope of Capital Markets Board regulations. These documents, including the Financial Report, Independent Audit Firm's Opinion, Compliance Report on Corporate Governance Principles, Meeting Agenda, General Assembly Information Document, General Assembly Attendance Procedure and Proxy Form, and additional disclosures as per the Capital Markets Board regulations, will be made available for inspection by our shareholders at least three weeks before the general assembly meeting date, within the legal timeframe, at our Company Headquarters, in the "Investor Relations" section of our corporate website at www.kontrolmatik.com, on the Public Disclosure Platform (KAP) at www.kap.org.tr, and through the Electronic General Assembly System (e-GKS) of Central Securities Depository of Turkey (MKK).
Our shareholders may attend the Annual General Assembly Meeting physically by Article 1527 of the Turkish Commercial Code No. 6102 ("TCC"), or they may participate electronically via the MKK's e-GKS and cast their votes. Shareholders or their representatives who wish to participate electronically in the Annual General Assembly Meeting must have an Electronic Signature Certificate.
Shareholders or their representatives who wish to participate electronically in the Annual General Assembly Meeting must comply with the provisions of the Regulation on Electronic General Assemblies in Joint Stock Companies, and the Communiqué on the Electronic General Assembly System to be Applied in General Assemblies of Joint Stock Companies. Failure to comply with these regulations will prevent them from participating in the meeting. Detailed information regarding the e-GKS can be accessed at www.mkk.com.tr.
According to Article 415/4 of the Turkish Commercial Code No. 6102 and Article 30/1 of the Capital Markets Law, the right to attend and vote at the general assembly is not subject to the condition of depositing share certificates. In this context, shareholders do not need to block their shares to attend the General Assembly Meeting.
Shareholders whose names are included in the attendance list prepared based on the "shareholders list" obtained from the Central Securities Depository of Turkey (MKK) are eligible to attend the Annual General Assembly Meeting. This list will be used to verify whether individuals physically present in the meeting room are shareholders or their representatives.
Shareholders who are unable to attend the Annual General Assembly Meeting physically may authorize a proxy to exercise their voting rights, subject to the rights and obligations of shareholders participating electronically. To do so, they must prepare their power of attorney appropriately, which should be notarized and submitted to our Company in accordance with the provisions of the Capital Markets Board's Communiqué II-30.1 on "Proxy Voting and Collection of Proxies by Proxy Solicitation", and other relevant regulations. Otherwise, power of attorneys that do not comply with the Power of Attorney sample will definitely not be accepted due to our legal liability. A sample Power of Attorney form is included in this invitation and can also be obtained from our Company Headquarters or the "Investor Relations" section of our corporate website at www.kontrolmatik.com. If an authorization was made through the e-GKS (Electronic General Assembly System), the proxy's (representative's) name and surname must be listed in the document obtained from the Central Securities Depository of Turkey (MKK). If authorization was not made through the e-GKS, a power of attorney compliant with the regulations must be presented.
At the Annual General Assembly Meeting, voting on agenda items will be conducted using the open voting method with a show of hands, subject to the provisions allowing electronic voting.
In accordance with Article 29 of the Capital Markets Law, shareholders will not receive separate notification by registered mail for the Annual General Assembly Meeting.
Respectfully presented to our esteemed shareholders:
The Company Address: Huzur Mahallesi. Ahmet Bayman Cad. No:2 İç Kapı No:2 Sarıyer/İstanbul Istanbul Trade Registry Office - MERSIS Registration Number : 652377 Mersis Number:0576051151300001
I hereby appoint ………………………………………. as my proxy, authorized to represent me, vote on my behalf, make proposals, and sign necessary documents at the annual general assembly meeting of Kontrolmatik Teknoloji Enerji ve Mühendislik A.Ş., scheduled for April 21, 2025, at 11:00 AM, at Wyndham Grand İstanbul Levent Hotel, located at Esentepe Mahallesi Büyükdere Caddesi No:177-183 Şişli 34394 İstanbul, pursuant to the views outlined below for the year 2024.
Name - Surname / Trade Name: Turkish ID Number/Tax Number, Trade Registry Number and MERSIS Number: (*) For foreign nationals, equivalent information must be provided if available.
If option (c) is chosen by the shareholder, instructions specific to the agenda item shall be provided by marking one of the options (approval or rejection) offered next to the respective agenda item of the general assembly. If the rejection option is selected, any dissenting opinion requested to be recorded in the general assembly minutes shall be specified.
| No | Agenda Items | In Favor | Against | Dissenting Opinion |
|---|---|---|---|---|
| 1 | Election of the Chairman of the Meeting, granting authority to the Chairman to sign the General Assembly Meeting minutes and the attendance list |
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| 2 | Reading and discussion of the 2024 Annual Activity Report prepared by the Company's Board of Directors. |
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| 3 | Reading and discussion of the Independent Audit Report for the 2024 fiscal year. |
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| 4 | Reading, discussion, and approval of the Financial Statements for the 2024 fiscal year. |
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| 5 | Discharge of the members of the Board of Directors individually for their activities during the 2024 fiscal year. |
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| 6 | Review and approval of the Board of Directors' proposal regarding the distribution of profits for 2024. |
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| 7 | Determination of the number and term of office of the Board of Directors' members and the election of Board members. |
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| 8 | Determination and discussion of compensation, per diems, bonuses, or other benefits to be paid to the members of the Board of Directors during their terms. |
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| 9 | Discussion and submission for approval of the Board of Directors' proposal regarding the selection of the auditor in accordance with the Turkish Commercial Code and the Capital Markets Board |
| regulations. | |||
|---|---|---|---|
| 10 | Giving shareholders information about the company's donations made in 2024 and setting an upper limit for donations to be made in 2025. |
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| 11 | Providing shareholders with information about guarantees, pledges, mortgages, and sureties provided by the Company and its subsidiaries to third parties, as well as income or benefits obtained from these transactions in 2024, |
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| 12 | Granting permission to the members of the Board of Directors within the framework of Articles 395 and 396 of the Turkish Commercial Code, |
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| 13 | Providing shareholders with information about transactions conducted in 2024 within the scope of Article 1.3.6 of the Corporate Governance Principles, |
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| 14 | Wishes and suggestions. |
* No voting is conducted on informational items.
B) The Shareholder will indicate the shares it wishes the Proxy to represent by choosing one of the following options.
* For registered shares, this information is not required.
**For registered shares, information about the group, if available, will be provided instead of the number
2. I authorize the proxy to represent all of my shares listed in the list prepared by the Central Securities Depository Inc. one day before the General Assembly meeting, which lists shareholders eligible to attend the General Assembly.
TC ID Number / Tax ID Number, Trade Registry Number and Number, MERSIS Number: Address: .............................................................................................................................. (*) For foreign
shareholders, equivalent information must be provided if available.
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