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ŞEKERBANK T.A.Ş.

AGM Information Apr 21, 2025

8714_rns_2025-04-21_f8c9dca2-6be5-4d20-ac8c-68245f78bfe2.pdf

AGM Information

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INVITATION FROM THE BOARD OF DIRECTORS OF ŞEKERBANK T.A.Ş. FOR THE ORDINARY GENERAL ASSEMBLY MEETING

Dear Shareholders,

The Ordinary General Assembly Meeting of our Bank for the fiscal year of 2024 shall be held in order to discuss the agenda items and to make a decision, on 16 May 2025, Friday, at 14:00 at the headquarters located at Emniyet Evleri Mah. Eski Büyükdere Caddesi No: 1/1A 34415 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 2024 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

AGENDA ITEMS OF THE ORDINARY GENERAL ASSEMBLY MEETING DATED 16 MAY 2025

    1. Opening and Establishment of Presidential Board,
    1. Reading and discussion of Board of Director's Integrated Annual Report,
    1. Reading Independent Audit Report Summary,
    1. Reading, discussion and approval of Balance Sheet and Profit/Loss financials,
    1. Approval of the appointment made by the Board of Directors for the Board Membership vacated during the year to complete the remaining term,
    1. Discharge of liability of the Board of Directors' Members,
    1. Discussion and approval of the amendment of the Article 8 with the title "The Share Capital" of the Bank's Articles of Association,
    1. Determination of Board Members' compensation,
    1. Discussion and approval of the profit distribution according to the Board of Directors' proposal,
    1. Selection of Independent Auditor,
    1. To consent to Board of Directors to do business with the Bank according the Turkish Commercial Code 395 and 396,
    1. Wishes, opinions and 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 16 May 2025, Friday at 14.00.

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 and Establishment of Presidential Board,
2. Reading and discussion of Board of Director's
Integrated Annual Report,
3. Reading Independent Audit Report Summary,
4. Reading, discussion and approval of Balance Sheet
and Profit/Loss financials,
5. Approval of the appointment made by the Board of
Directors for the Board Membership vacated during
the year to complete the remaining term,
6. Discharge of liability of the Board of Directors'
Members,
7. Discussion and approval of the amendment of the
Article 8 with the title "The Share Capital" of the
Bank's Articles of Association
8. Determination of Board Members' compensation,
9. Discussion and approval of the profit distribution
according to the Board of Directors' proposal,
10. Selection of Independent Auditor,
11.
To consent to Board of Directors to do business with
the Bank according the Turkish Commercial Code
395 and 396,
12.
Wishes, opinions and 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 :

NOTE: Shareholders who want to give a power of attorney, fill out the power of attorney form and have their signatures approved by a notary or attach the notarized signature circular to the power of attorney.

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.tr) 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.

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