AI assistant
KORDSA TEKNİK TEKSTİL A.Ş. — Proxy Solicitation & Information Statement 2026
Mar 2, 2026
5936_rns_2026-03-02_7e685c75-4aa9-40f3-b9da-1e3531108318.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
KOCALI TRADE REGISTRY OFFICE
TRADE REGISTRY NO: 26907
KORDSA TEKNIK TEKSTİL ANONİM ŞİRKETİ
THE BOARD OF DIRECTORS’
INVITATION TO THE ORDINARY GENERAL ASSEMBLY
Our Company's 2025 Ordinary General Assembly Meeting will be held to discuss the agenda below on 30 March 2026, Wednesday at 4 PM at the address of the Company headquarters Sabancı Center, 4.Levent 34330 Beşiktaş - ISTANBUL / TURKEY.
Our shareholders, whose shares are monitored by the Central Registry Agency in dematerialized form and who are entitled to participate the general assembly meeting, may attend the meeting at the above mentioned address in person or through representatives or they may prefer to attend the meeting electronically in person or through representatives by using their secure electronic signature via the Electronics General Assembly System provided by the Central Registry Agency.
Shareholders could authorize their representatives by using Electronics General Assembly System or by way of filling the proxy form attached to invitation or the proxy form which is available at the Company headquarters, our branch and our Company's website (https://yatirimciiliskileri.kordsa.com/tr) and notarizing their signature in line with the provisions of the Capital Markets Board's Communique numbered II- 30.1 on the Use of Proxy Vote and Proxy Collection through Invitation. Shareholders may also represent themselves through submitting signed proxy form with notarized signature circular of the shareholders.
In order to attend the physically-held General Assembly Meeting, shareholders shall provide below documents and sign the List of Attendants:
- Real person shareholders shall submit their ID cards,
- Legal person shareholders shall submit their representatives' ID cards and authorization documents,
- Real and legal person's representatives shall submit their ID cards and representation documents,
- Representatives authorized via the Electronic General Assembly System shall submit their ID cards.
Our shareholders, who will be attending the meeting electronically via the Electronics General Assembly System can get information about procedures and principles of attendance, authorization of representatives, making proposals, explanations and voting at the Central Registry Agency's website (www.mkk.com.tr).
Our shareholders and their representatives, who will be attending the meeting electronically are required to fulfill their obligations in accordance with the provisions of "Regulation Regarding the Electronic General Assembly of the Joint-Stock Company" published on the Official Gazette dated 28 August 2012 and numbered 28395 as well as "Communiqué Regarding the Electronic General Assembly System to be Applied in the General Assembly Meeting of the Joint-Stock Company" published on the Official Gazette dated 29 August 2012 and numbered 28396.
The financial statements, The Board of Directors' and Independent Audit Reports, Board of Directors' Profit Distribution Proposal, Draft Amendment to the Articles of Association, 2024 TSRS-compliant sustainability report and General Meeting Information Document for the year 2025 are made available for the shareholders examination at least 21 days before the date of the meeting on the Electronic General Assembly System section of the Central Registry Agency website, on the "Investors Relations" section of our Company's website (https://yatirimciiliskileri.kordsa.com/tr) and as well as at the above-mentioned address of the Company's headquarters.
Our shareholders are respectfully requested to honor the meeting on the mentioned day and time.
Best Regards
Burak Turgut ORHUN
Chair
Ali ÇALIŞKAN
Deputy Chair
HQ: Alikahya Fatih Mahallesi Sanayici Caddesi No: 90 İZMİT / KOCAELİ
Phone: 0216 300 10 00 Fax: 0216 300 10 01 Web: www.kordsa.com
Teknopark Branch: Sanayi Mahallesi Teknopark Bulvarı No: 1/1B 34906 Pendik / İSTANBUL
Page 2 / 6
KORDSA TEKNİK TEKSTİL ANONİM ŞİRKETİ
THE AGENDA OF THE 2025 ORDINARY GENERAL MEETING TO BE HELD ON MARCH 30th, 2026
AGENDA
1- Opening and Formulation of the Meeting Council,
2- Reading and discussion of the 2025 Annual Report of the Board of Directors,
3- Reading of Auditors' Reports,
4- Reading, discussion, and approval of the TSRS-compliant sustainability reports for 2024
5- Reading, discussion, and approval of the financial statements for 2025,
6- Submitting the members elected to serve for an extended term to fill vacant board positions during the term to the General Assembly for approval
7- Release of the members of the Board of Directors with the regard to the 2025 activities,
8- Determining the use of profit, amount of dividend and ratios for dividend shares concerning the year 2025,
9- Election of Board of Directors members and determination of their terms of office,
10- Determination of the salaries and benefits such as attendance fees, bonuses and premiums for the Board Members,
11- Election of the auditor,
12- Discussion and approval of authorizing the Board of Directors to distribute advance dividends, effective for the 2026 accounting period,
13- Informing the General Assembly about the donations and aid made in 2025,
14- Determination of the upper limits for donations to be made in 2026,
15- Discussion and approval of the planned amendment to Article 10 of the Company's Articles of Association
16- Providing information to the General Assembly regarding the transactions specified in Corporate Governance Principle No. 1.3.6 concerning shareholders holding management control, members of the Board of Directors, managers with administrative responsibility, and their spouses and relatives up to the second degree of kinship
17- Granting permission to the Chairman and the Members of the Board for the activities under the Articles 395 and 396 of the Turkish Commercial Code,
18- Wishes and Remarks
PROXY FORM
TO THE BOARD OF DIRECTORS OF KORDSA TEKNIK TEKSTİL A.Ş.
I hereby appoint ... introduced as detailed below as my proxy authorized to represent me, to vote, to make proposals and to sign the required papers in line with the views I express below at the 2025 Ordinary General Assembly of Kordsa Teknik Tekstil A.Ş. that will convene on March 30th, 2026 Wednesday at 4.00 PM at the address of Sabancı Center 34330 4. Levent, Beşiktaş - ISTANBUL / TURKEY.
The Attorney's (*);
Name Surname/Trade Name:
TR ID Number / Tax ID Number, Trade Register and Number and MERSIS Number:
(*) Foreign shareholders should submit the equivalent information mentioned above.
A) SCOPE OF REPRESENTATION
The scope of representative power should be defined after choosing one of the options (a), (b) or (c) in the following sections 1 and 2.
1. About the agenda items of General Assembly
a) The attorney is authorized to vote according to his/her option
b) The attorney is authorized to vote proposals of the attorney partnership management
c) The attorney is authorized to vote in accordance with the following instructions stated in the table
Instructions:
In the event that the shareholder chooses the (c) option, 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 (*) | Accept | Reject | Dissenting Option |
|---|---|---|---|
| 1. Opening and Formulation of the Meeting Council, | |||
| 2. Reading and discussion of the 2025 Annual Report of the Board of Directors | |||
| 3. Reading of Auditors' Reports | |||
| 4. Reading, discussion, and approval of the TSRS-compliant sustainability reports for 2024 | |||
| 5. Reading, discussion, and approval of the financial statements for 2025 | |||
| 6. Submitting the members elected to serve for an extended term to fill vacant board positions during the term to the General Assembly for approval | |||
| 7. Release of the members of the Board of Directors with the regard to the 2025 activities, | |||
| 8. Determining the use of profit, amount of dividend and ratios for dividend shares concerning the year 2025, | |||
| 9. Election of Board of Directors members and determination of their terms of office, | |||
| 10. Determination of the salaries and benefits such as attendance fees, bonuses and premiums for the Board Members, | |||
| 11. Election of the auditor, |
Page 3 / 6
Page 4 / 6
| 12. Discussion and approval of authorizing the Board of Directors to distribute advance dividends, effective for the 2026 accounting period, | |||
|---|---|---|---|
| 13. Informing the General Assembly about the donations and aid made in 2025, | |||
| 14. Determination of the upper limits for donations to be made in 2026 | |||
| 15. Discussion and approval of the planned amendment to Article 10 of the Company’s Articles of Association | |||
| 16. Providing information to the General Assembly regarding the transactions specified in Corporate Governance Principle No. 1.3.6 concerning shareholders holding management control, members of the Board of Directors, managers with administrative responsibility, and their spouses and relatives up to the second degree of kinship | |||
| 17. Granting permission to the Chairman and the Members of the Board for the activities under the Articles 395 and 396 of the Turkish Commercial Code | |||
| 18. Wishes and Remarks. |
(*) All items in the General Assembly Agenda should be listed. If the minority has a different draft resolution, the opinion for this draft resolution should also be indicated in the proxy form.
- Special instruction related to other issues that may come up during General Assembly meeting and rights of minority:
a) The attorney is authorized to vote according to his/her opinion.
b) The attorney is not authorized to vote on these matters.
c) The attorney is authorized to vote for the items in accordance with the special instruction. Special Instruction; The special instructions (if there is any) to be given by the shareholder to the attorney are stated herein.
Special Instruction; The special instructions (if there is any) to be given by the shareholders to the attorney are stated herein.
B) The shareholder specifies the shares to be represented by the attorney by choosing one of the following.
- I hereby confirm that the attorney represents the shares specified in detail as below:
a) Order and Serial:
b) Number/Group:
c) Amount-Nominal Value:
ç) Privilege on Vote or not:
d) Bearer-Registered:
e) Ratio of the total shares/voting rights of the shareholder:
*Such information is not required for dematerialized shares.
** For dematerialized shares, information related to the group will be given instead of number.
- I hereby confirm that the attorney represents all my shares on the list, prepared by MKK (Central Registry Agency) the day before the Meeting, concerning who could attend the General Assembly Meeting.
SHAREHOLDERS’ NAME, SURNAME or TITLE (*)
TR ID Number/Tax ID Number, Trade Register and Number and MERSES Number:
Address:
(*) Foreign shareholders should submit the equivalent information mentioned above.
SIGNATURE
KORDSA TEKNIK TEKSTİL ANONİM ŞİRKETİ
AMENDMENT TO THE COMPANY'S ARTICLE OF ASSOCIATION
| OLD TEXT | NEW TEXT |
|---|---|
| PART II. | |
| PRINCIPAL CAPITAL |
CAPITAL:
Article 10- The Company has accepted the Registered Capital System in accordance with the provisions of the Capital Market Law and made a transition to this system, with the permission of the Capital Markets Board dated 21.09.1989 and numbered 594.
The registered capital ceiling of the Company is 500.000.000 (Five Hundred Million) Turkish Liras and it is divided into 50.000.000.000 (Fifty Billion) registered shares each with a nominal value of Kr 1 (One Kuruş).
The registered capital ceiling permission granted by Capital Markets Board is valid for years between 2021 and 2025 (5 years). Even if the permitted registered capital ceiling cannot be reached at the end of year 2025, in order for the Board of Directors to take capital increase resolution after the year 2025; it is mandatory to obtain authorization from general assembly by getting permission from Capital Markets Board for a new period for the previously permitted ceiling or a new ceiling amount. In case that the mentioned authorization is not obtained, the Company cannot make capital increase through the board resolution.
Issued capital of the Company is 194.529.076 (one hundred ninety four million five hundred twenty nine thousand seventy six) Turkish Liras, as fully paid, free of collusion, divided into 19.452.907.600 (nineteen million four hundred fifty nine hundred and seven hundred and seven hundred six hundred) registered shares, each with a nominal value of Kr 1 (One Kuruş).
Board of Directors shall be authorized to increase the issued capital by issuing registered shares up to the registered capital ceiling, when it deems necessary, between years 2021 and 2025, according to the provisions of the Capital Market Law.
Capital of the Company can be increased or decreased when necessary within the framework of Turkish Commercial Code and Capital Market legislation provisions. | PART II.
PRINCIPAL CAPITAL
CAPITAL:
Article 10- The Company has accepted the Registered Capital System in accordance with the provisions of the Capital Market Law and made a transition to this system, with the permission of the Capital Markets Board dated 21.09.1989 and numbered 594.
The registered capital ceiling of the Company is 10,000,000,000 (Ten Billion) Turkish Liras and it is divided into 1,000,000,000,000 (1 Trillion) registered shares each with a nominal value of Kr 1 (One Kuruş).
The registered capital ceiling permission granted by Capital Markets Board is valid for years between 2026 and 2030 (5 years). Even if the permitted registered capital ceiling cannot be reached at the end of year 2030, in order for the Board of Directors to take capital increase resolution after the year 2030; it is mandatory to obtain authorization from general assembly by getting permission from Capital Markets Board for a new period for the previously permitted ceiling or a new ceiling amount. In case that the mentioned authorization is not obtained, the Company cannot make capital increase through the board resolution.
Issued capital of the Company is 194.529.076 (one hundred ninety four million five hundred twenty nine thousand seventy six) Turkish Liras, as fully paid, free of collusion, divided into 19.452.907.600 (nineteen million four hundred fifty nine hundred and seven hundred and seven hundred six hundred) registered shares, each with a nominal value of Kr 1 (One Kuruş).
Board of Directors shall be authorized to increase the issued capital by issuing registered shares up to the registered capital ceiling, when it deems necessary, between years 2026 and 2030, according to the provisions of the Capital Market Law.
Capital of the Company can be increased or decreased when necessary within the framework of Turkish Commercial Code and Capital Market legislation provisions. |
Page 5 / 6
Page 6 / 6
| Board of Directors can issue shares above their nominal value, subject to the provisions of the Turkish Commercial Code and Capital Market Legislation.
The shares corresponding to the capital subscribed in cash, are paid in full and in cash.
Shareholders shall use their rights to purchase new shares at the rate of increase of the Company's Issued Capital. However, the Board of Directors can limit the rights of shareholders to purchase new shares, when it deems necessary, according to provisions of 7 Capital Market legislation. The right to limit purchase of new shares cannot be used in a way to cause inequality among shareholders.
The shares representing the capital shall be followed as registered within the framework of principles of dematerialization. | Board of Directors can issue shares above their nominal value, subject to the provisions of the Turkish Commercial Code and Capital Market Legislation.
The shares corresponding to the capital subscribed in cash, are paid in full and in cash.
Shareholders shall use their rights to purchase new shares at the rate of increase of the Company's Issued Capital. However, the Board of Directors can limit the rights of shareholders to purchase new shares, when it deems necessary, according to provisions of 7 Capital Market legislation. The right to limit purchase of new shares cannot be used in a way to cause inequality among shareholders.
The shares representing the capital shall be followed as registered within the framework of principles of dematerialization. |
| --- | --- |