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General Assembly Invitation
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Agenda Items
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1 - Opening, the election of the Presidential Board
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2 - Reading, discussion and approval of the Merger Agreement by way of Transfer signed jointly by our Company and Biskot Biskuvi Gida Sanayi ve Ticaret A.S. and Ulker Cikolata Sanayi A.S
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3 - Reading and discussing the Independent External Auditors Report
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4 - As per the related articles of Turkish Commercial Code No. 6102, Capital Markets Law No. 6362, Capital Markets Board's Communiqué on Mergers and Demergers No. II-23.2 ("Communiqué on Mergers and Demergers") and Corporate Tax Law No. 5520, informing the general assembly about the merger of Biskot Biskuvi Gida Sanayi ve Ticaret A.S. and Ulker Cikolata Sanayi A.S. under our Company by taking over all assets and liabilities of them as a whole, and submitting the merger of all active and passive assets within the body of our Company by taking over as a whole to the approval of the general assembly,
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5 - Submission of the amendment of Article 7 of our company's articles of association, titled "the capital of the company", to the approval of the shareholders, regarding the capital increase to be made due to the merger, if approved by the Capital Markets Board.
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6 - Wishes and closing remarks
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Corporate Actions Involved In Agenda
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Additional Explanations
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Our Board of Directors has resolved on the matters specified below.
It has been decided to hold extraordinary general meeting of the company in order to discuss and resolve the merger transaction of our Company by way of taking over Biskot Biskuvi Gida Sanayi ve Ticaret A.S. ve Ulker Cikolata Sanayi A.S. , in accordance with article 414 of Turkish Commercial Code, at "Kisikli Mah. Ferah Cad. No:1 B.Camlıca Uskudar-İstanbul" address with the following agenda on 22/08/2023 at 2:00pm and within this frame, to authorized the Management for the invitation to the Extraordinary General Assembly meeting and fulfillment of its requirements within the framework of the relevant legislation and the provisions of the Articles of Association, and as per CMB Corporate Governance Principles and CMB Communiqués, submitting the information, documents and reports required to be disclosed in relation to the matters to be discussed at the General Assembly meeting for the information of shareholders on the Company's website under the heading "General Assembly Information Notes" and to inform our shareholders with a material event disclosure to be made in this direction.
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