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ŞEKERBANK T.A.Ş. — AGM Information 2021
Mar 5, 2021
8714_rns_2021-03-06_6f7a9c5b-7817-49ed-b2b1-ea747ea2db4f.pdf
AGM Information
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FROM: THE BOARD OF DIRECTORS OF ŞEKERBANK T.A.Ş.
Dear Shareholders,
The Ordinary General Assembly Meeting of our Bank for the fiscal year of 2020 shall be held in order to discuss the agenda items and to make a decision, on 31 March 2021, Wednesday, at 10:00 a.m. at the headquarters located at Emniyet Evleri Mah. Eski Büyükdere Caddesi No: 1/1A Kağıthane/İSTANBUL.
According to article 1527 of Turkish Commercial Code numbered 6102; Shareholders participate to General Assembly Meetings of Company personally or can also participate to the Electronic General Assembly Meetings (e-General Assembly) and vote. Shareholders or representatives of them who will participate to the e-General Assembly, have to have Electronic Signature Certificate.
The shareholders who will participate to the e-General Assembly have to fulfill the process in accordance with "Regulation Regarding Participation to General Assembly Meetings of Joint Stock Companies on Electronic Medium" published in Official Gazette dated 28 August 2012 and numbered 28395 and "Communiqué on the Electronic General Assembly Meeting System Used in General Assembly Meetings of Joint Stock Company" published in Official Gazette dated 29 August 2012 and numbered 28396. Otherwise, they cannot participate to the e-General Assembly.
Our shareholders may attend the meeting personally or by means of a proxy. The sample format of proxies is attached hereto for shareholders who wish to be represented at the meeting by a proxy. Pursuant to Article 437 of Turkish Commercial Code, unconsolidated and consolidated financial tables, annual report and dividend offer of the Board of Directors for the fiscal year 2020 are at the General Directorate of our Bank, its branches and the corporate internet address of our Bank (www.sekerbank.com.tr), MKK's Electronic Company Information Portal and the E-GKS portal (www.mkk.com.tr) and on the Public Disclosure Platform (KAP), for review of shareholders 3 weeks before the anticipated date of meeting.
Respectfully submitted to shareholders.
THE BOARD OF DIRECTORS
ŞEKERBANK T.A.Ş. THE AGENDA ORDINARY GENERAL ASSEMBLY MEETING OF 2020
- 1. Opening & Establishment of Presidential Board.
- 2. Reading Board of Director's Annual Report and discussion.
- 3. Reading Audit Summary Report.
- 4. Reading of Balance Sheet and Profit & Loss, Discussions, and Approval.
- 5. Approval of the Board of Directors decision dated 02.07.2020 and numbered 188 regarding the appointment of the Board Member Yusuf TUNA to the Independent Board of Directors vacated in accordance with the relevant regulation of Corporate Governance communiqué (II-17.1).
- 6. Discussing and resolving on the amendment of Article 52 of our Bank's Articles of Association titled "Quorum".
- 7. Discharge of liability of the members of the Board of Directors.
- 8. Discussed and resolving the proposal of the Board of Directors regarding the distribution of the profit /loss account for the 2020 period.
- 9. Appointment and determination of the tenure and compensation of the Members of the Board of Directors.
- 10. Selection of Auditor.
- 11. Wishes and opinions & Closing.
POWER OF ATTORNEY
We, the undersigned hereby appoint, empower and delegate..................................................... as our proxy; to represent, to vote, to make proposals and to sign the necessary documents in line with our instructions listed below at the Ordinary General Assembly of ŞEKERBANK T.A.Ş. that will be held at Emniyet Evleri Mah. Eski Büyükdere Cad. No: 1/1A, 34415 Kağıthane/İSTANBUL on 31 March 2021, Wednesday at 10.00 a.m.
PROXY'S(*);
Name, Surname/Title : TC Identification/Tax No. : Trade Register and No : MERSİS No : (*) Equivalent information for foreign proxies must be presented.
A) SCOPE OF THE PROXY AUTHORIZATION
1. Subjects related to the agenda of Ordinary General Assembly;
a) The proxy is authorized to vote in his/her own discretion.
b) The proxy is authorized to vote in line with proposals of the Company's management.
c) The proxy is authorized to vote in line with the instructions displayed in the table below.
Instructions:
In case (c) was chosen by the shareholder, one of the two options should be marked (approval or denial) to corresponding agenda topics, and if denial was marked as dissenting opinion which is demanded to be recorded the General Assembly minutes book should be stated.
| Agenda Items | Approval | Denial | Dissenting Opinion |
|---|---|---|---|
| 1.Opening & Establishment of Presidential Board. | |||
| 2.Reading Board of Director's Annual Report anddiscussion. | |||
| 3.Reading Audit Summary Report. | |||
| 4.Reading of Balance Sheet and Profit & Loss,Discussions, and Approval | |||
| 5.Approval of the Board of Directors decision dated02.07.2020andnumbered188regardingtheappointment of the Board Member Yusuf TUNA tothe Independent Board of Directors vacated inaccordancewiththerelevantregulationofCorporate Governance communiqué (II-17.1). | |||
| 6.Approval of the amendment of the article 52 withthe title "Quorum" of the Articles of Associationof the Bank. |
| 7.Discharge of liability of the members of the Boardof Directors. | |
|---|---|
| 8.To discuss and approve the proposal of the Board ofDirectors regarding the the distribution of 2020Bank's profit. | |
| 9.Appointment and determination of the tenure andcompensation of the Members of the Board ofDirectors. | |
| 10.Selection of Auditor. | |
| 11.Wishes, Requests & Closing. |
2. Special instructions regarding other issues that may arise in the Ordinary General Assembly and the execution of minority rights;
- a) The proxy is authorized to vote in his/her own discretion.
- b) The proxy is not authorized to act for in the issues.
- c) The proxy is authorized to vote in line with the special instructions below.
Special Instructions: (Will include special instructions of the shareholder to the proxyholder, if any)
B) Shareholder may choose one of the following alternatives for the proxy to represent the shares
1. We approve our proxy to represent our shares detailed below.
a) Number of shares - Nominal value:
b) Ratio of the shares to capital and voting rights of Shareholder
2. We approve our proxy to represent our total amount of shares that is reported by e-GEM one day prior to the General Assembly.
SHAREHOLDERS';
Name Surname/Trade Name :
Identity Number/Tax Number :
Trade Register and Number :
MERSİS Number :
Address :
Signature :
Disclaimer Statement:
This document is a convenience translation of the principal document that has been published in Turkish and provided on our website (www.sekerbank.com) in accordance with relevant laws and regulations. The information contained in this document is published for the assistance of recipients, but is not to be relied upon as authoritative or taken in substitution of the principal document that is published in Turkish. The Company does not accept any liability whatsoever for any direct or consequential loss arising from any use of this document or its contents.