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General Assembly Invitation
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Agenda Items
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1 - Opening, and election of the Chairman for the Meeting
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2 - Reading, discussion and approval of the 2018 Annual Report prepared by the Company's Board of Directors
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3 - Reading, discussion and approval of the Independent Audit Report Summary and Financial Statements for the 2018 fiscal year
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4 - Release of each member of the Board of Directors from liability for the Company's activities for the year 2018
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5 - Discussion and resolution of the proposal of the Board of Directors regarding the distribution of the profit for the 2018 fiscal year
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6 - Resolution of the number of the members of the Board of Directors and their terms of office, and the monthly salaries to be paid
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7 - Election of the members of the Board of Directors
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8 - Approval of the independent audit firm determined in accordance with CMB regulations to the approval of the General Assembly pursuant to Article 399 of the Turkish Commercial Code
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9 - Informing the General Assembly about the collaterals, pledges, mortgages and income or benefits granted to third parties in the accounting period of 01.01.2018-31.12.2018
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10 - Informing the General Assembly about the donations made in the fiscal year of 2018, determining the upper limit for the donations to be made in the year 2019
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11 - Authorizing the members of the Board of Directors to perform the works of the Company themselves or on behalf of others, giving them permissions to perform transactions to be partners in the companies that perform similar works and to perform other transactions under Articles 395 and 396 of the Turkish Commercial Code, and, if any, briefing about the members of the Board of Directors and the persons listed in the CMB's Corporate Governance Principles Article 1.3.6 and the transactions carried out in this context in the year 2018
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12 - Wishes and opinions
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Corporate Actions Involved In Agenda
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Additional Explanations
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The annual Ordinary General Assembly Meeting of our Company will be held on March 27, 2019 Wednesday at 14:00 at the Conference Hall of Tekfen Tower Building located at Büyükdere Caddesi No.209 34394, 4. Levent – Istanbul. Consolidated Financial Statements for the period between 01.01.2018-31.12.2018 and its footnotes, the Annual Report of the Board of Directors, Profit Distribution Proposal, Independent Auditor's Report and a detailed Information Document including the necessary explanations about the current agenda items within the framework of Corporate Governance Principles will be made ready at the Company headquarters, on the www.tekfen.com.tr Company website and at the Electronic General Meeting System (e-GEM) of the Central Securities Depository of Turkey (CSD) for the reviews of our partners at least three weeks before the meeting date. Our shareholders may attend the general meeting to be convened at the abovementioned address either personally or through their representatives. Shareholders who will not be able to attend the meeting themselves may authorize their representatives using the e-GEM and issue a power of attorney using the attached sample and in accordance with the "Communiqué on Voting by Proxy and Proxy Solicitation" of the Capital Markets Board of Turkey (CMB), numbered: II-30.1. Power of attorneys may also be issued filling out the power of attorney form that can obtained from the Company headquarters or the www.tekfen.com.tr Company website, followed by the approval of their signature by public notary or attaching the signature circular, which is approved by the notary service and includes their signature, to the power of attorney form with their signature on it. The proxy who has been appointed electronically via the e-GEM is not required to present a power of attorney. For them to fulfill their responsibilities within the scope of the "Regulation on Electronic General Assembly Meetings of Joint Stock Corporations" and the "Communiqué on the Electronic General Assembly System to Be Used in the General Assembly Meetings of Joint Stock Corporations", our stakeholders who will be voting via e-GEM are requested to obtain information from the CSD and submit their preference until one (1) day before the General Assembly Meeting, via e-GEM provided by the CSD. Those who wish to attend the General Assembly Meeting via e-GEM should register to the e-CSD Information Portal and have a secure electronic signature to participate directly in the General Assembly or appoint a proxy through the e-GEM. In addition, proxies who will attend the meeting via e-GEM must also have a secure electronic signature. According to Article 1526 of the Turkish Commercial Code (TCC), the declarations to be made on behalf of the legal entity partners should be signed by the legal entity signature authority with the secure electronic signature created for them. In this context, the below parties can attend the General Assembly Meeting by presenting the following and signing the participants list:
Presented for our esteemed shareholders' information.
This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.
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We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.