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General Assembly Invitation
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Agenda Items
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1 - Opening and election of Chairing Committee and authorization of Chairing Committee for signing the Minutes of the General Assembly Meeting;
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2 - Reading and discussion of the Annual Report of the Board of Directors for the fiscal year 2018;
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3 - Reading the independent audit report prepared by the Independent Auditor, PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi;
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4 - Reading, discussion and approval of the financial statements of the fiscal year 2018;
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5 - Discussion and resolution of the proposed amendments to Article 6 titled "Capital", Article 8 titled "Board of Directors and its Duration", Article 9 titled "Representation and Binding of the Company and Meetings of the Board of Directors" and Article 13 titled "General Assembly" of the Company's Articles of Association, provided that necessary approvals are obtained from the Capital Markets Board and the Ministry of Trade of Republic of Turkey;
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6 - Discussion and resolution of the matter concerning the release of the members of the Board of Directors individually, who have performed in the fiscal year 2018, from their liabilities for the operations, proceedings and accounts;
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7 - Reading, discussion and approval of the Board of Directors' resolution proposing not to distribute dividend for the fiscal year 2018;
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8 - Informing the Shareholders about the "Remuneration Policy" with respect to the members of the Board of Directors and the Senior Executives, in accordance with the Communiqué on Corporate Governance No. II-17.1 of the Capital Markets Board;
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9 - Determination of remuneration of the members of the Board of Directors for the following fiscal year;
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10 - Determination of the number and term of office of the new members of the Board of Directors, appointment of new members of the Board of Directors and Independent Members of the Board Directors for the determined term of office;
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11 - Approval of the appointment of the Independent Audit Firm for the fiscal year 2019, as proposed by the Board of Directors, in accordance with the Capital Markets Board regulations and related legislation;
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12 - Informing the General Assembly about the donations made by the Company to foundations and unions for the purpose of social welfare within the fiscal year 2018;
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13 - Approval of the Company's "Donation and Aid Policy" in accordance with the Capital Markets Board's Communiqué on Corporate Governance No II-17.1, determination of an upper limit for the grants and donations to be made in the fiscal year 2019 and authorization of the Board of Directors to act within the limits determined relating thereto;
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14 - Informing the General Assembly about the share buy-back transactions executed during 2018 in accordance with the Company's share buy-back program;
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15 - Requesting the General Assembly's approval for the acts and transactions to be executed by the members of the Board of Directors pursuant to Articles 395 and 306 of the Turkish Commercial Code;
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16 - Informing the shareholders about any material transactions that may create conflict of interest with the Company or its affiliates and/or about a transaction of commercial nature made on personal account or on behalf of any others that is listed in the commercial activities of the company or of its affiliates or participating to another partnership that is engaged with the same commercial activities with the title of a partner with unlimited liability, by any of the shareholders controlling the company, members of the Board of Directors, executives with administrative responsibility and their spouses and relatives related by blood or affinity up to the second degree;
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17 - Informing the shareholders that no liens, pledges or such assurances have been given, or no benefits have been created on behalf of Company's shareholders and third parties, in accordance with the Capital Markets Legislation and the Capital Markets Board's Communiqué on Corporate Governance No II-17.1;
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18 - Wishes and closing.
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Corporate Actions Involved In Agenda
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Additional Explanations
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Pursuant to our Company's Board of Directors resolution dated 04.04.2019 and numbered 2019/10, with respect to the Capital Markets Board's approval letter dated 22.03.2019 and numbered 29833736-110.04.04-E.4479 and the Republic of Turkey Ministry of Trade's approval letter dated 01.04.2019 and numbered 50035491-431.02, the Ordinary General Assembly Meeting for the financial year 2018, in which the adoption of registered share capital system and the amendments to the Company's Articles of Association will be submitted to our shareholders' approval, will be held on 3 May 2019, at 10:00 am at Gebze Organize Sanayi Bölgesi Şahabettin Bilgisu Caddesi No: 609 Gebze 41400 Gebze Kocaeli.
The Information Memorandum related to the Ordinary General Assembly Meeting to be held on 3 May 2019 and prepared in accordance with the Corporate Governance Principles Communiqué and relevant communiques issued by the Capital Markets Board, are enclosed herewith for the information of our shareholders.
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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.