Proxy Solicitation & Information Statement • May 13, 2024
Proxy Solicitation & Information Statement
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I/we hereby appoint .............................................................., further identified below, as my/our representative to represent me/us and vote, submit proposals and sign documents on my/our behalf, within the framework of the instructions below, at the annual general assembly meeting of MLP Sağlık Hizmetleri A.Ş., scheduled for 10:00 a.m. on May 13, 2024, Monday, at the address of "Liv Hospital Vadistanbul Ayazağa Mahallesi, Kemerburgaz Caddesi, Vadistanbul Park Etabı, 7F Blok Sarıyer, İstanbul".
Name, Surname / Commercial Title of the Proxy
....................................................................................................................................................... Turkish
Identification / Tax Number, Trade Registration No. and MERSIS No. of the Proxy .......................................................................................................................................................
(*) For foreign proxies equivalent of the required information must be provided
1.With Respect to the Agenda Items:
a) The Proxy is authorized to vote at its own discretion.
b) The Proxy is authorized to vote in accordance with the proposals of the Company management.
c) The Proxy is authorized to vote in accordance with the instructions below.
If the Shareholder chooses option (c) above, the Shareholder will provide instructions to the Proxy by indicating its vote on each agenda item and by also indicating its dissenting opinion, if any, for the agenda items voted against.
| Agenda Items | In | Against | Dissenting Opinion | |
|---|---|---|---|---|
| Favor | ||||
| 1. | Opening of the meeting and establishment of the | |||
| Board of the General Assembly, | ||||
| 2. | Authorization of the Board of the General | |||
| Assembly to sign the Meeting Minutes and the | ||||
| List of Attendees, | ||||
| 3. | Reading out and discussion of the Annual Report | |||
| of the Board of Directors for the year 2023, |
||||
| 4. | Reading out the report of the Independent Audit | |||
| Company for the fiscal year 2023, | ||||
| 5. | Reading out, discussion and approval of the | |||
| Financial Statements for the fiscal year 2023 | ||||
| prepared in accordance with the regulations of | ||||
| CMB, | ||||
| 6. | Acquittal of the members of the Board of | |||
| Directors separately regarding their operations | ||||
| and transactions in 2023, |
||||
| 7. | Discussion and approval of the proposal of the | |||
| Board of Directors on profit distribution, | ||||
| 8. | Submitting the decision taken by the Board of | |||
| Directors of our Company at its meeting dated | ||||
| 25.05.2022 regarding the increase of the fund |
| allocated for the repurchase programme, which | ||
|---|---|---|
| was initiated in order to support the healthy price | ||
| formation of MPARK shares in the share market, | ||
| to contribute to the stability of the share price and | ||
| its formation in accordance with its real value, to | ||
| protect the shareholders and to offer them a more | ||
| attractive long-term investment opportunity, to | ||
| 2,150,000,000,00- Turkish Liras for the |
||
| information of the shareholders, | ||
| 9. In accordance with the Capital Markets |
||
| regulations, the Turkish Commercial Code and | ||
| Article 12 of the Company's Articles of |
||
| Association, Mr. Temel Güzeloğlu and Mr. Temel | ||
| Güzeloğlu, who were nominated as Independent | ||
| Board Members by the Board of Directors on | ||
| 22.02.2024 in place of the Independent Board | ||
| Members whose term of office has expired. Temel | ||
| Güzeloğlu and Mr. Betül Ebru Edin, who were | ||
| nominated as Independent Board Members by the | ||
| Board of Directors on February 22, 2024, for the | ||
| approval of the General Assembly and to discuss | ||
| and resolve on the determination of their |
||
| remuneration, | ||
| 10. Election of Board of Directors members, |
||
| 11. In accordance with Article 399 of Turkish |
||
| Commercial Code No. 6102, Article 24 of the | ||
| Company Articles of Association, and relevant | ||
| regulations of Capital Markets Law No. 6362, it | ||
| is proposed to submit to the approval of the | ||
| shareholders the appointment of DRT |
||
| Independent Audit and Certified Public |
||
| Accountant Financial Advisory Inc. as the |
||
| Independent Auditor for the examination of the | ||
| Company Financial Statements and Reports for | ||
| the year 2024, | ||
| 12. Informing the shareholders on the donations made |
||
| by the Company in 2023 in accordance with the |
||
| regulations laid down by the Capital Markets | ||
| Board and Article 4 of the Company's Articles of | ||
| Association and discussion and approval of the | ||
| Board of Directors' proposal on the ceiling of |
||
| donations to be made in 2024, | ||
| 13. According to the regulations laid down by the |
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| Capital Markets Board, informing the |
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| shareholders on any income and benefits obtained | ||
| by the Company by granting collaterals, pledges | ||
| and mortgages in favor of third persons, | ||
| 14. Informing the General Assembly of the |
||
| transactions, if any, within the context of Article | ||
| 1.3.6. of the Corporate Governance Communique | ||
| (II-17.1.) of the Capital Markets Board, | ||
| 15. Authorization of the members of the Board of |
||
| Directors about the transactions and operations in | ||
| the context of the Articles 395 and 396 of the | ||
| Turkish Commercial Code, | ||
| 16. Petitions and requests. |
(*) Agenda items for the General Assembly will be listed one by one. If the minority shareholders propose another draft resolution, this draft resolution will also be indicated here.
a) The Proxy is authorized to vote at its own discretion.
b) The Proxy is not authorized to vote on these matters.
c) The Proxy is authorized to vote in accordance with the special instructions below.
SPECIAL INSTRUCTIONS; Special instructions to the Proxy, if any, will be indicated here. .......................................................................................................................................................
B) The Shareholder will indicate the shares it wishes the Proxy to represent by choosing one of the following.
** For dematerialized shares group information will be provided instead of number.
....................................................................................................................................................... Turkish Identification / Tax Number, Trade Registration No. and MERSIS No. of the Shareholder: ……………………………………………………………………………………………………………………… ………………. Address of the Shareholder: ……………………………………………………………………………………………………………………… ………………. (*) For foreign shareholders equivalent of the required information must be provided
SIGNATURE SEAL / SIGNATURE
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