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General Assembly Invitation
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Agenda Items
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1 - Opening of the meeting and establishment of the Board of the General Assembly,
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2 - Authorization of the Board of the General Assembly to sign the Meeting Minutes and the List of Attendees,
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3 - Reading out and discussion of the Annual Report of the Board of Directors for the year 2022,
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4 - Reading out the report of the Independent Audit Company for the fiscal year 2022,
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5 - Reading out, discussion and approval of the Financial Statements for the fiscal year 2022 prepared in accordance with the regulations of CMB,
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6 - Acquittal of the members of the Board of Directors separately regarding their operations and transactions in 2022,
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7 - Discussion and approval of the proposal of the Board of Directors on profit distribution,
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8 - At the Board of Directors' meeting held by our Company on May 25, 2022, the following proposal was approved in order to support healthy price formation of MPARK shares in the equity market, to contribute to the formation of stable and appropriate share prices, to protect its shareholders and to offer them a more attractive long-term investment opportunity;a)A share buy-back program for a period of one year shall be initiated pursuant to the Capital Markets Board's Communiqué on Share Buy-Back No. II-22.1 and the related announcements dated July 21, 2016 and July 25, 2016,b)The maximum number of shares, which may be subject to the buy-back, shall be determined as TL 20,803,720.00- nominal (20,803,720.00- shares at a nominal value of TL 1 each), corresponding to 10% of the Company's issued capital,c)The maximum amount of funds to be allocated for the share buy-back shall be determined as TL 650,000,000.00-, regarding initiation of share buy-back decision for the approval of shareholders,
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9 - Approval of Company's article 8 titled Capital of the Articles of Association change, in accordance with the paragraph 4 of article 5 of the Capital Markets Board "Registered Capital System Communiqué II-18-1" ("Communiqué") in order to increase the registered capital ceiling from TL 875,000,000 to TL 5,740,000,000 and valid for the period 2023-2027 in accordance with the paragraph 2 of article 6 of the Communique,
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10 - Selection of the Independent Audit Company for the audit of the financial statements and reports for the year 2023 in accordance with the Article 399 of the Turkish Commercial Code numbered 6102, Capital Markets Law numbered 6362 and Article 24 of the Company's Articles of Association,
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11 - Informing the shareholders on the donations made by the Company in 2022 in accordance with the regulations laid down by the Capital Markets Board and Article 4 of the Company's Articles of Association and discussion and approval of the Board of Directors' proposal on the ceiling of donations to be made in 2023,
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12 - According to the regulations laid down by the Capital Markets Board, informing the shareholders on any income and benefits obtained by the Company by granting collaterals, pledges and mortgages in favor of third persons,
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13 - Informing the General Assembly of the transactions, if any, within the context of Article 1.3.6. of the Corporate Governance Communique (II-17.1.) of the Capital Markets Board,
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14 - Authorization of the members of the Board of Directors about the transactions and operations in the context of the Articles 395 and 396 of the Turkish Commercial Code,
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15 - Petitions and requests.
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Corporate Actions Involved In Agenda
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Additional Explanations
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In its meeting dated March 31, 2023, our Board of Directors resolved by majority of votes to hold the Annual Ordinary General Assembly Meeting for the year 2022, on April 26, 2023 Wednesday at 10:00 a.m. at the address "İstinye Üniversitesi Topkapı Kampüsü, Kongre Merkezi – Maltepe Mahallesi, Teyyareci Sami Sokak, No.3 Zeytinburnu, İstanbul" with the agenda below, to make the related announcements and to take all the necessary actions required by the Turkish Commercial Code, the Articles of Association as well as other related regulations to materialize and finalize the meeting.
Also within the framework of the measures announced by the Turkish Ministry of Trade, it was emphazised to advise that the shareholders to participate in the general assembly meetings electronically without participating in the physical environment and to remind that shareholders who want to participate in the general assembly electronically can vote with the Electronic General Assembly System.
Press advert for the invitation to our shareholders was published in the Turkish Trade Registry Gazette. Balance Sheet, Income Statement, Annual Report including Compliance Report Format (CRF) and Corporate Governance Information Form (CGIF), Dividend Distribution Proposal, as well as the report of the Independent External Auditor along with a General Assembly Meeting Information Document for the financial year 2022 will be available for the review of our shareholders at our headquarter office and our website at the adress of http://investor.mlpcare.com/en 21 days prior to the meeting.
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