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POLİSAN HOLDİNG A.Ş. — Proxy Solicitation & Information Statement 2026
Apr 3, 2026
9082_rns_2026-04-03_e7794f3e-88f8-4288-9f7f-eaa186b5d7e6.pdf
Proxy Solicitation & Information Statement
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POLÍSAN HOLDÍNG ANONÍM ŞÍRKETÍ
THE BOARD OF DIRECTORS' INVITATION TO THE ORDINARY GENERAL
ASSEMBLY MEETING DATED 30/04/2026
Commercial Registry No: 5769 (Gebze Commercial Registry Office)
The Ordinary General Assembly Meeting of our Company for the 2025 fiscal year will be held at the Company's headquarters located at Dilovası Organize Sanayi Bölgesi 1. Kısım Liman Caddesi No:7 Dilovası-KOCAELİ on Thursday, April 30, 2026 at 16:00, in order to discuss and resolve the agenda items set forth below.
The Financial Statements and Notes for the 2025 financial year, prepared in accordance with Capital Markets Board ("CMB") regulations, along with the Independent Audit Report; the Board of Directors' proposal for the distribution of profits for the 2025 financial year; the Board of Directors' Activity Report and the Corporate Governance Compliance Report attached thereto; the audited TSRS compliant Sustainability Reports (Turkish Sustainability Reporting Standards), the agenda items, and the information notes containing the necessary disclosures regarding compliance with Corporate Governance Principles, will be made available, as from three (3) weeks prior to the date of the General Assembly Meeting, at the Company's headquarters located at Dilovası Organize Sanayi Bölgesi 1. Kısım Liman Caddesi No:7 Dilovası-Kocaeli, on the Company's corporate website at www.polisanholding.com.tr, on the Central Securities Depository's Electronic General Assembly System ("EGKS"), and on the Public Disclosure Platform (KAP), for the examination of the Shareholders.
Shareholders entitled to attend general meetings may attend the general meeting to be held at the address specified above in person or through their representatives, or, if they so wish, may participate in the general meeting electronically via the Electronic General Assembly System ("EGKS") provided by the Central Securities Depository ("MKK"), using their secure electronic signatures, either in person or through their representatives.
Shareholders may authorise their representatives either by using the Electronic General Assembly System (EGKS) or, in accordance with the provisions of the Capital Markets Board Communique No. II 30.1, by completing the proxy form obtainable from the Company's registered office or from the Company's website at www.polisanholding.com.tr, having their signatures notarised, or by attaching a notarised specimen signature to the proxy form bearing their signature. Representation by proxy at the general meeting is possible by using the attached proxy form. A proxy document need not be presented by a proxy appointed electronically via the Electronic General Assembly System.
Proxies that do not comply with the proxy form example provided in the annex, as required by the relevant Communique, will under no circumstances be accepted due to our legal liability.
Shareholders attending the General Meeting in person;
- Individual shareholders must present their identification,
- Corporate shareholders must present the identity documents of the persons authorised to represent and bind the corporate entity, together with their authorisation documents,
- Representatives of both natural and legal persons must present their identity documents and authorisation documents,
- and representatives authorised by EGKS must present their identification, and sign the attendance list.
Shareholders intending to participate in the general meeting electronically via the EGKS may obtain information regarding the procedures and principles for participation, appointment of representatives, making proposals, expressing opinions and voting from the MKK's website at www.mkk.com.tr.
Shareholders or their representatives wishing to participate in the meeting via electronic means must fulfil their obligations in accordance with the provisions of the "Regulation on General Meetings of Joint Stock Companies to Be Held Electronically", published in the Official Gazette dated 28 August 2012 and numbered 28395, and the "Communiqué on the Electronic General Assembly System to Be Applied in General Assemblies of Joint Stock Companies", published in the Official Gazette dated 29 August 2012 and numbered 28396.
Pursuant to the fourth paragraph of Article 415 of the Turkish Commercial Code No. 6102 and the first paragraph of Article 30 of the Capital Markets Law No. 6362, the right to attend and vote at a general meeting may not be made conditional upon the deposit of share certificates. In this context, shareholders wishing to attend the General Meeting are not required to have their shares blocked. Shareholders attending the General Meeting in person are required to present their identification at the meeting; this shall be sufficient.
The "list of shareholders" regarding the rights holders and their representatives attending the meeting is obtained from the Electronic General Assembly System (EGKS) prior to the commencement of the meeting. The "list of shareholders" is used to compile the list of attendees.
The verification of whether individuals physically present in the meeting room to attend the Ordinary General Meeting are shareholders or their representatives will be carried out using the aforementioned list.
Subject to the provisions regarding electronic voting on agenda items at the General Meeting, open voting by show of hands will be applied.
We respectfully request that our esteemed shareholders attend the meeting at the time, date and venue specified above.
This is submitted for the information of our Shareholders.
Board of Directors Polisan Holding A.Ş.
POLİSAN HOLDING A.Ş.
AGENDA FOR THE ORDINARY GENERAL MEETING FOR THE 2025 FINANCIAL YEAR
- Opening and formation of the Chairmanship of the Meeting
- Reading and discussion of the Board of Directors' Activity Report for the 2025 financial year
- Reading of the summary of the Independent Audit Report for the 2025 financial year
- Reading, discussion and approval of the consolidated financial statements for the 2025 financial year
- Reading, discussion and resolution on the Sustainability Report compliant with the Turkish Sustainability Reporting Standards for the 2024 financial year
- Discussion and resolution regarding the discharge of the members of the Board of Directors in respect of their activities and transactions for the 2025 financial year
- Discussion and resolution of the Board of Directors' proposal regarding the distribution of profits for the 2025 financial year
- Determination of the number of members of the Board of Directors, and discussion and resolution on the election of Board members and the determination of their terms of office
- Discussion and resolution regarding the remuneration of the members of the Board of Directors
- Discussion and resolution of the Board of Directors' proposal regarding the selection of an independent audit firm for the audit of the accounts and transactions for the 2026 financial year in accordance with the Turkish Commercial Code and the Capital Markets Law
- Discussion and resolution of the Board of Directors' proposal regarding the selection of an independent audit firm for the Sustainability Report prepared in accordance with the Sustainability Audit Regulation published by the Public Oversight, Accounting and Auditing Standards Authority for the 2026 financial year
- Providing information on donations and contributions made during the 2025 financial year and discussion and resolution on the upper limit for donations for the 2026 financial year (1 January 2026 – 31 December 2026)
- Granting permission to shareholders exercising control over the management, members of the Board of Directors, senior executives, and their spouses and relatives by blood or marriage up to the second degree, pursuant to Articles 395 and 396 of the Turkish Commercial Code, and providing shareholders with information, in accordance with Principle No. 1.3.6 of the Capital Markets Board's Corporate Governance Communiqué, regarding transactions carried out within this scope during the 2025 financial year
- Providing shareholders with information regarding transactions conducted with Related Parties in the 2025 financial year in accordance with the regulations of the Capital Markets Board
- Providing information to the General Meeting regarding guarantees, pledges, mortgages and sureties granted by the Company in favour of third parties, as well as any income or benefits derived therefrom, in accordance with the regulations of the Capital Markets Board
- Closing
POWER OF ATTORNEY
POLÍSAN HOLDING ANONÍM ŞİRKETİ
TO THE CHAIRMAN OF THE GENERAL ASSEMBLY
At the Ordinary General Meeting of Polisan Holding Joint Stock Company to be held on Thursday, 30 April 2026, at 16:00, at the address: Dilovası Organize Sanayi Bölgesi 1. Kısım Liman Caddesi No:7 Dilovası-KOCAELİ, I hereby appoint Mr/Ms ___, whose details are set out below, as my proxy, authorising him/her to represent me, cast votes, make proposals and sign the necessary documents in accordance with the views set out below.
Proxy’s (*);
Name Surname/Trade Name:
Turkish ID No/Tax No, Commercial Registry and Registration Number, and MERSIS number:
(*) Where applicable, equivalent information must be provided for foreign proxies.
A. SCOPE OF REPRESENTATIVE AUTHORITY
For sections 1 and 2 below, the scope of the power of representation must be determined by selecting one of the options (a), (b) or (c).
- Regarding matters on the General Assembly agenda;
a) The proxy is authorised to vote in accordance with his/her own opinion. ☐
b) The proxy is authorised to vote in accordance with the proposals of the Company’s management. ☐
c) The proxy is authorised to vote in accordance with the instructions set out in the table below. ☐
Instructions:
If the shareholder selects option (c), instructions regarding a specific agenda item shall be provided by ticking one of the options (approve or reject) opposite the relevant General Assembly agenda item and, if the “reject” option is selected, by specifying any dissenting opinion requested to be recorded in the minutes of the General Assembly, where applicable.
| No | Agenda Items (*) | Accept | Reject | Statement of Dissent |
|---|---|---|---|---|
| 1. | Opening and formation of the Chairmanship of the Meeting. | ☐ | ☐ | ☐ |
| 2. | Reading and discussion of the Board of Directors’ Activity Report for the 2025 financial year. | ☐ | ☐ | ☐ |
| 3. | Reading of the summary of the Independent Audit Report for the 2025 financial year. | ☐ | ☐ | ☐ |
| 4. | Reading, discussion and approval of the consolidated financial statements for the 2025 financial year. | ☐ | ☐ | ☐ |
| 5. | Reading, discussion and resolution on the Sustainability Report compliant with the Turkish Sustainability Reporting Standards for the 2024 financial year, | ☐ | ☐ | ☐ |
|---|---|---|---|---|
| 6. | Discussion and resolution regarding the discharge of the members of the Board of Directors in respect of their activities and transactions for the 2025 financial year. | ☐ | ☐ | ☐ |
| 7. | Discussion and resolution of the Board of Directors’ proposal regarding the distribution of profits for the 2025 financial year. | ☐ | ☐ | ☐ |
| 8. | Determination of the number of members of the Board of Directors, election of the members of the Board of Directors, and determination of their terms of Office. | ☐ | ☐ | ☐ |
| 9. | Discussion and resolution regarding the remuneration of the members of the Board of Directors. | ☐ | ☐ | ☐ |
| 10. | Discussion and resolution of the Board of Directors’ proposal regarding the selection of an independent audit firm for the audit of the accounts and transactions for the 2026 financial year in accordance with the Turkish Commercial Code and the Capital Markets Law, | ☐ | ☐ | ☐ |
| 11. | Discussion and resolution of the Board of Directors’ proposal regarding the selection of an independent audit firm for the Sustainability Report prepared in accordance with the Sustainability Audit Regulation published by the Public Oversight, Accounting and Auditing Standards Authority for the 2026 financial year; | ☐ | ☐ | ☐ |
| 12. | Providing information on donations and contributions made during the 2025 financial year and discussion and resolution on the upper limit for donations for the period 01.01.2026 – 31.12.2026. | ☐ | ☐ | ☐ |
| 13. | Granting permission to shareholders exercising control over the management, members of the Board of Directors, senior executives, and their spouses and relatives up to the second degree by blood or marriage, and providing shareholders with information regarding transactions carried out within this scope during the 2025 financial year in accordance with Principle No. 1.3.6 of the Capital Markets Board’s Corporate Governance Communiqué, | ☐ | ☐ | ☐ |
| 14. | Providing shareholders with information regarding transactions conducted with Related Parties in the 2025 financial year in accordance with the regulations of the Capital Markets Board, | ☐ | ☐ | ☐ |
| 15. | Providing information to the General Assembly regarding guarantees, pledges, mortgages and sureties granted by the Company in favour of third parties, as well as any income or benefits derived therefrom, in accordance with the regulations of the Capital Markets Board. | ☐ | ☐ | ☐ |
| 16. | Closing. | ☐ | ☐ | ☐ |
|---|---|---|---|---|
(*) No voting is conducted on information items. If the minority shareholders have a separate draft resolution, this shall also be specified in order to enable voting by proxy.
- Special instructions regarding other matters that may arise at the General Assembly and, in particular, the exercise of minority rights:
a) The proxy is authorised to vote in accordance with his/her own opinion. ☐
b) The proxy is authorised to vote in accordance with the proposals of the Company's management. ☐
c) The proxy is authorised to vote in accordance with the instructions set out in the table below ☐
SPECIAL INSTRUCTIONS; Any special instructions to be given by the shareholder to the proxy shall be specified here.
B. The shareholder specifies the shares that the proxy is authorised to represent by selecting one of the options below.
- I hereby authorise the proxy to represent my shares as detailed below. ☐
a) Class and series: ()
b) Number/Group: ()
c) Quantity/Nominal value:
d) Whether there is a voting privilege:
e) Bearer or registered: ()
f) Ratio of the shareholder's total shares and voting rights:
() This information is not required for registered shares.
(*) For registered shares, information regarding the group (if applicable) will be provided instead of the number.
- I hereby authorise the proxy to represent all of my shares included in the list of shareholders entitled to attend the General Assembly, prepared by the Central Securities Depository (CSD) one (1) day prior to the General Assembly ☐
SHAREHOLDER'S NAME AND SURNAME OR TRADE NAME: (*)
Turkish ID No / Tax No, Commercial Registry and Registration Number, and MERSIS Number:
Address:
(*) For foreign shareholders, equivalent information shall be provided, where available.
Signature