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POLİSAN HOLDİNG A.Ş. — Proxy Solicitation & Information Statement 2023
Jun 23, 2023
9082_rns_2023-06-23_840678a2-ef41-4b06-bc75-650068d6d3bc.pdf
Proxy Solicitation & Information Statement
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Trade Registration Number: 5769 (Gebze Registry of Commerce)
INVITATION FROM POLİSAN HOLDİNG BOARD OF DIRECTORS TO THE EXTRAORDINARY GENERAL ASSEMBLY MEETING DATED JUNE 23, 2023
In line with our Board of Directors’ decision dated May 30, 2023, numbered 2023/16; Extraordinary General Assembly Meeting of our Company will be held to discuss and settle the following agenda at the Company headquarters, addressed Dilovası Organize Sanayi Bölgesi, 1. Kısım, Liman Caddesi, No: 7, Dilovası-KOCAELİ on June 23, 2023, Friday at 12:00 a.m.
Our shareholders, who have the right to participate to the General Assembly Meetings, can attend the meeting to be held in the address indicated above, in person or through their representatives. Or, if they wish, they can use their secure electronic signatures and attend the meeting in person or through their representatives on the Electronic General Assembly System (“EGAS”) provided by the Central Securities Depository (“CSD”).
The shareholders can authorize their representatives either by using EGAS or with the proxy form provided at the Company Headquarters or Company website at www.polisanholding.com.tr within the provisions of the Capital Markets Board’s (“CMB”) Communique II-30.1. The shareholders can have themselves represented by filling out the proxies and having their signatures notarized; or by attaching the authorized signatory list approved by the notary to the proxy form, which has their signature on it.
In order to physically attend the General Assembly Meeting;
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Real persons shall present their Identity Cards;
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Legal entity representatives shall present their powers of attorney along with the identity cards of the people having the authority to represent and bind the legal entity;
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The representatives of real persons and legal entities shall present their identity cards and powers of attorney;
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The representatives authorized by the EGAS shall present their identity cards;
and sign the list of participants.
The shareholders who will attend the General Assembly on the electronic platform through EGAS can obtain information from www.mkk.com.tr, the internet address of the CSD, in regards to the procedures and principles of participation, appointing representatives, suggesting proposal, explaining conviction, and use of vote.
The shareholders or their representatives who wish to attend the meeting on the electronic platform shall comply with the provisions of the “Regulation on the General Assembly Meetings to be held on the electronic platform at the Joint Companies” published on the Official Gazette dated August 28, 2012, numbered 28395 as well as “Communique on the Electronic General Assembly System to be applied at the General Assembly Meetings of the Joint Ventures” dated August 29, 2012, numbered 28396.
Our Company’s Extraordinary General Assembly information document will be readily made available for our shareholders’ review at least 21 days prior to the meeting under the Investor Relations heading of www.polisanholding.com.tr, which is the link to our Company’s website available on the EGAS page of CSD website. Besides, the Annual Report will be published on the Public Disclosure Platform.
We kindly invite our shareholders to participate to the meeting at the place, date, and time stated above. For the information of our esteemed shareholders.
Polisan Holding A.Ş.
POLİSAN HOLDİNG A.Ş.
AGENDA OF THE EXTRAORDINARY GENERAL ASSEMBLY MEETING DATED JUNE 23, 2023
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Opening, authorization to establish the meeting chairmanship, and authorizing the Chairmanship to sign the General Assembly meeting minutes and list of attendees,
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Determining the number of Board Members and their term of office in compliance with relevant legislation, discussing the election of Board Members, voting, and finalizing the election process,
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Wishes and closing.
POWER OF ATTORNEY POLİSAN HOLDİNG ANONİM ŞİRKETİ
I hereby appoint ………………………………………………………………….. as attorney introduced in detail below in order to represent me, to vote, to make proposal, and to sign the required documents in line with the views that I indicated below, at the Extraordinary General Assembly Meeting of Polisan Holding A.Ş. to be held on June 23, 2023, Friday, at 12:00 a.m. at Dilovası Organize Sanayi Bölgesi, 1. Kısım, Liman Caddesi, No:7, Dilovası-KOCAELİ.
The Attorney’s (*):
Name Surname/ Trade Name:
TR ID Number/ Tax ID Number, Trade Registry and Number and MERSIS (Central Registration System) Number:
- (*) Foreign attorneys should submit the equivalent information, if any, mentioned above.
A) SCOPE OF REPRESENTATIVE POWER
The scope of representative power should be defined by choosing one of the options (a), (b) or (c) in the following sections numbered 1 and 2.
1. About the agenda items of General Assembly:
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a) The attorney is authorized to vote according to his/her opinion.
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b) The attorney is authorized to vote on proposals of the Company’s management.
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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 one of the options next to the agenda item (namely; “Accept” or “Reject”) and if the shareholder marks the “Reject” box, then he/she should state the dissenting opinion that is requested to be noted down on the general assembly minutes, if any.
| No | Agenda Items | Accept | Reject | DissentingOpinion |
|---|---|---|---|---|
| 1 | Opening,authorization to establish the meeting chairmanship, andauthorizing the Chairmanship to sign the General Assembly meetingminutes and list of attendees | |||
| 2 | Determining the number of Board Members and their term of office incompliance with relevant legislation, discussing the election of BoardMembers, voting,and finalizingthe electionprocess, | |||
| 3 | Wishes and closing. |
(*) There is no voting for general information clauses. If the minority has a separate draft resolution, this is also a proxy vote. The provision of the grant is also specified.
2. Special instruction related to other issues that may come up during the General Assembly meeting and particularly in regards to the use of minority rights:
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a) The attorney is authorized to vote according to his/her opinion.
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b) The attorney is authorized to represent in these matters.
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c) The attorney is authorized to vote in accordance with the following special instructions:
SPECIAL INSTRUCTIONS; The special instructions (if any) to be given by the shareholder to the attorney are stated herein.
B) The shareholder specifies the shares to be represented by the attorney by choosing one of the following.
1. I hereby confirm that the attorney represents the shares specified in detail as follows:
a) Order and Serial: *
b) Number / Group: **
c) Amount-Nominal Value:
ç) Whether or not the votes are privileged:
d) Bearer-Registered: *
e) The ratio of total number of shares owned by shareholder/voting rights:
*Such information is not required for the shares which are followed up electronically.
**For the shares which are followed up electronically, information related to the group will be given instead of number.
2. I hereby confirm that the attorney represents all my shares on the list, which is prepared by CSD, the day before the General Assembly, concerning the shareholders who could attend the General Assembly Meeting.
NAME SURNAME OR TITLE OF THE SHAREHOLDER (*)
TR ID Number/ Tax ID Number, Trade Registry and Number and MERSIS (Central Registration System) Number:
Address:
- (*) Foreign attorneys should submit the equivalent information, if any, mentioned above.
SIGNATURE