AGM Information • Sep 30, 2020
AGM Information
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| Summary Info | Registration of the Merger Transaction |
| Update Notification Flag | Yes |
| Correction Notification Flag | No |
| Postponed Notification Flag | No |
General Assembly Invitation
| General Assembly Type | Extraordinary |
| Decision Date | 24.07.2020 |
| General Assembly Date | 28.08.2020 |
| General Assembly Time | 10:00 |
| Record Date (Deadline For Participation In The General Assembly) | 27.08.2020 |
| Country | Turkey |
| City | İSTANBUL |
| District | BEYOĞLU |
| Address | Haliç Kongre Merkezi - Sütlüce Mah. Karaağaç Cad. No.19 34445 Beyoğlu / İstanbul / Türkiye |
Agenda Items
1 - Opening, composition of the presidency council
2 - Authorizing presidency council to sign the General Assembly meeting minutes
3 - In respect of the discussion as per item 4 of the Agenda, providing information to the General Assembly on the following matters regarding the merger transaction ("Merger Transaction") under our Company through acquisition by our Company of all the assets and liabilities of Anadolu Cam Sanayii A.Ş., Denizli Cam Sanayii ve Ticaret A.Ş., Paşabahçe Cam Sanayii ve Ticaret A.Ş., Soda Sanayii A.Ş. and Trakya Cam Sanayii A.Ş. as a whole pursuant to the provisions of Articles 136 to 158 of the Turkish Commercial Code ("TCC") numbered 6102, Articles 23 and 24 of the Capital Markets Law ("CML") numbered 6362, and CMB's communiqués and decisions and related legislation provisions, in particular, CMB's Communiqué on Merger and Demerger (II-23.2), CMB's abolished Communiqué on Common Principles regarding Significant Transactions and the Retirement Right (II-23.1), CMB's Communiqué on Common Principles regarding (according to character limit, the remaining part of the article is attached)
4 - Submission of the Merger Agreement executed on 27.04.2020 by the Board of Directors of our Company as well as the Board of Directors of Anadolu Cam Sanayii Anonim Şirketi, Denizli Cam Sanayii ve Ticaret Anonim Şirketi, Paşabahçe Cam Sanayii ve Ticaret Anonim Şirketi, Soda Sanayii Anonim Şirketi and Trakya Cam Sanayii Anonim Şirketi and, as such, the merger under our Company through acquisition by our Company of all the assets and liabilities of Anadolu Cam Sanayii A.Ş., Denizli Cam Sanayii ve Ticaret A.Ş., Paşabahçe Cam Sanayii ve Ticaret A.Ş., Soda Sanayii A.Ş. and Trakya Cam Sanayii A.Ş. as a whole pursuant to the provisions of Articles 136 to 158 of the TCC, Articles 23 and 24 of the CML, and CMB's communiqués and decisions and related legislation provisions, in particular, CMB's Communiqué on Merger and Demerger (II-23.2), CMB's Communiqué numbered II-23.1, CMB's Communiqué numbered II-23.3, (according to character limit, the remaining part of the article is attached)
5 - Submission to the approval of the General Assembly, provided that the Merger Transaction is approved by the shareholders within the scope of item 4 of the Agenda, the amendment of Article 4 titled "Purpose and Subject", Article 7 titled "Capital", Article 21 titled "Changes in the Articles of Association" of the Articles of Association as approved by the permission of the Capital Markets Board and without any limitation of all other relevant official institutions and subject to the same permissions and approvals adding Article 33 titled "Transfer of Share or Share Certificates" and Article 34 titled "Merger and Demerger Provisions" to the Articles of Association
6 - Wishes and Closing
Corporate Actions Involved In Agenda
Merger
General Assembly Results
| Was The General Assembly Meeting Executed? | Yes |
| General Assembly Results | 1- The merger under our Company through acquisition by our Company of all the assets and liabilities of Anadolu Cam Sanayii A.Ş., Denizli Cam Sanayii ve Ticaret A.Ş., Paşabahçe Cam Sanayii ve Ticaret A.Ş., Soda Sanayii A.Ş. and Trakya Cam Sanayii A.Ş. as a whole is approved by the general assembly. 2- The amendment of Article 4 titled "Purpose and Subject", Article 7 titled "Capital", Article 21 titled "Changes in the Articles of Association" of the Articles of Association as approved by the permission of the Capital Markets Board and without any limitation of all other relevant official institutions and subject to the same permissions and approvals adding Article 33 titled "Transfer of Share or Share Certificates" and Article 34 titled "Merger and Demerger Provisions" to the Articles of Association is approved by the general assembly. |
| Are There Articles Of Association Amendment Relating To Company Head Office In Minutes | Yes |
Decisions Regarding Corporate Actions
| Merger | Accepted |
General Assembly Registry
| Were The Minutes Registered? | Yes |
| Date of Registry | 30.09.2020 |
General Assembly Result Documents
| Appendix: 1 | Olağanüstü Genel Kurul Hazır Bulunanlar Listesi.pdf - List of Attendants |
| Appendix: 2 | Olağanüstü Genel Kurul Toplantı Tutanağı.pdf - Minute |
Additional Explanations
The decision taken at the Extraordinary General Assembly held on 28 August 2020 regarding the merger under our Company through acquisition by our Company of all the assets and liabilities of Anadolu Cam Sanayii A.Ş., Denizli Cam Sanayii ve Ticaret A.Ş., Paşabahçe Cam Sanayii ve Ticaret A.Ş., Soda Sanayii A.Ş. and Trakya Cam Sanayii A.Ş. as a whole, was registered at the Istanbul Trade Registry Office.
Commencement date of stock exchange is aimed as 1.10.2020 and the date for transfer of shares to the accounts as 5.10.2020.
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