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General Assembly Invitation
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Agenda Items
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1 - Opening, election of the Meeting Chairmanship.
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2 - Authorization of the Meeting Chairmanship to sign the minutes of the meeting.
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3 - Reading, discussion, and submission to the approval of the General Assembly of the Board of Directors' Activity Report for the fiscal year 01.01.2024–31.12.2024.
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4 - Reading and discussion of the Independent Audit Report for the fiscal year 01.01.2024– 31.12.2024
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5 - Separate reading, discussion, and submission to the approval of the General Assembly of the financial statements for the fiscal year 01.01.2024–31.12.2024.
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6 - Individual discharge of the Board Members who served during the period due to the company's activities in 2024.
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7 - Reading of the Board of Directors' proposal regarding profit distribution for the fiscal year 01.01.2024–31.12.2024 and discussion on the profit distribution (whether profit will be distributed or not).
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8 - Selection of the Independent Audit Firm.
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9 - Informing the shareholders about the Guarantees, Pledges, and Mortgages (GPM) and Sureties given by the company in favor of third parties, and the income and benefits obtained therefrom.
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10 - Providing information to the shareholders about donations and aids made in 2024, and determining the upper limit for donations and aids to be made in 2025
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11 - Informing the General Assembly about the "Remuneration Policy" determined for the Board Members and senior executives, and the payments made within the scope of this policy.
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12 - Determination of attendance fees and remuneration for the Board Members
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13 - In the event that shareholders holding management control, members of the Board of Directors, senior executives, and their spouses and relatives up to the second degree by blood or marriage engage in significant transactions that may cause a conflict of interest with the Company or its subsidiaries, and/or conduct commercial transactions within the scope of the Company's or its subsidiaries' business either on their own behalf or on behalf of others, or become unlimited partners in another company engaged in similar commercial activities, the General Assembly shall be informed about such transactions made during the year in accordance with the Corporate Governance Principles of the Capital Markets Board (1.3.6)
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14 - Granting permission to the Board Members to engage in transactions that may cause a conflict of interest with the Company or its subsidiaries, to compete with the Company, to conduct business within the Company's field of activity either personally or on behalf of others, and to be partners in companies engaged in such businesses, pursuant to Articles 395 and 396 of the Turkish Commercial Code.
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15 - Submission to the approval of the General Assembly for authorizing the Board of Directors to evaluate strategic investment opportunities in companies operating in different sectors within the framework of our Company's holding structure, to conduct preliminary negotiations, to explore collaborations, to carry out feasibility studies, and to plan necessary investments, and to execute all related transactions.
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16 - Discussion of the Board of Directors' proposal regarding the change of the Company's trade name, determination and approval of the new trade name, amendment of the relevant article of the Articles of Association, obtaining necessary legal permissions, and completion of the related procedures, and submission of the authorization for these matters to the General Assembly for approval.
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17 - Discussion of the amendment to the Articles of Association regarding the transition to the registered capital system and the determination of the registered capital ceiling as 200,000,000 TRY; submission to the General Assembly for approval of the authorization of the Board of Directors to make the necessary applications to the Capital Markets Board and the Ministry of Trade of the Republic of Turkey, to obtain permissions, and to complete all legal procedures
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18 - Discussion and resolution of the transaction regarding the acquisition of all shares representing the capital of Balkanlı Optik İç ve Dış Ticaret A.Ş. based on the Board of Directors' proposal, and submission to the General Assembly for approval of the authorization of the Board of Directors to carry out all legal, financial, and operational work and transactions related to the acquisition process
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19 - Within the framework of Capital Markets Board regulations, in order to meet the Company's financing needs, the issuance of debt instruments denominated in Turkish Lira to be sold to qualified investors without a public offering domestically, limiting the total amount of debt instruments to be issued to 200,000,000 TRY (two hundred million Turkish Lira), and submission to the General Assembly for approval of the authorization of the Board of Directors to make necessary applications primarily to the Capital Markets Board and other relevant institutions and organizations, to obtain required permissions, to sign all contracts, documents, and papers related to the issuance of the debt instruments, and to carry out the issuance transactions.
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20 - Wishes, Suggestions, and Closing
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Corporate Actions Involved In Agenda
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Additional Explanations
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