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TÜRKİYE ŞİŞE VE CAM FABRİKALARI A.Ş.

AGM Information Sep 30, 2020

5972_rns_2020-09-30_c946a6e9-3f68-4000-bdba-3f3f3804fa8a.html

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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