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General Assembly

ECZACIBAŞI YATIRIM HOLDİNG ORTAKLIĞI A.Ş.
CALL FOR ORDINARY GENERAL ASSEMBLY MEETING


The Ordinary General Assembly meeting of our Company will be held on 11 April 2019, Thursday at 11:00 at the WYNDHAM GRAND İstanbul Levent Hotel located at Esentepe Mahallesi Büyükdere Caddesi No:177-183 Şişli - Istanbul in order to discuss the items of the agenda specified below.
 
The shareholders of our Company may attend the Ordinary General Assembly Meeting personally or via electronic media either in person or via their representatives. Electronic participation at the meeting shall take place through Electronic General Meeting (“e-GEM”) supplied by the Central Registry Agency (CRA), and the shareholders or their representatives, who wish to attend the meeting by electronic means, are required to comply their obligations under the “Regulation on the General Assembly Meetings of Joint Stock Companies to be Held via Electronic Media” published in the Official Gazette dated 28 August 2012 and numbered 28395 and “Communiqué on Electronic General Assembly System to be Followed during the General Assembly Meetings of Joint Stock Companies” as published in the Official Gazette dated 29 August  2012 and numbered 28396 and to make required definitions at CRA.
 
General Assembly Meetings to be held physically may be attended:
  • by natural person shareholders by presenting their ID cards,
  • by the corporate shareholders through their representatives authorized to bind and represent that corporate shareholder by presenting their ID cards and proxies,
  • by the representatives of natural person and corporate shareholders by presenting their ID cards and proxies, and
  • by the representatives authorized through Electronic General Assembly System  by presenting their signatures, and in each case, by signing the list of attendants.
     
    The shareholders who will attend the meeting by proxy are required to submit the power of attorney to be issued by notary public in favor of third party proxies, a sample of which is attached hereto, and available at our Head Office and online at www.eczacibasi.com.tr in accordance with the provisions of the Communiqué No. II-30.1 of the Capital Markets Board “Voting by Proxy and Proxy Meetings by Call”. A proxy appointed through e-GEM is not required to submit a hard copy of the proxy, and such proxy appointed through e-GEM is entitled to attend the meeting in person or through e-GEM. It is mandatory for the proxy who shall attend the meeting by proxy and in person to present notarized power of attorney and ID card irrespective that he / she has been appointed through e-GEM.
     
    Pursuant to paragraph 4 of article 415 of the Turkish Commercial Code numbered 6102 and paragraph 1 of article 30 of the Capital Markets Law numbered 6362, the right to attend General Assembly meetings and to cast vote may not be conditioned upon the depositing of the share certificates. Accordingly, there is no requirement for our shareholders that will attend the General Assembly Meeting to have their shares blocked.
     
    Annual Report of Board of Directors containing Financial Statements, Independent Audit Report, Corporate Governance Principles Compliance Report and profit distribution proposal of the Board of Directors for the year 2018 and the General Assembly Information Document containing the following items of the agenda and the explanations required for compliance with the regulations of the Capital Markets Board shall be made available for review by our shareholders at the Registered Office of the Company, the internet website at www.eczacibasi.com.tr, Public Disclosure Platform and e-GEM three weeks in advance of the meeting date.
 
Kindly submitted to the attention of our esteemed shareholders.
 
 
BOARD OF DIRECTORS
  
   Agenda
 
  1. Opening and election of the Meeting Council, granting authorization to the Meeting Council to sign the minutes of the meeting,
  2. Reading, discussion and approval of the Annual Report prepared by the Board of Directors for the year 2018,
  3. Reading of the summary of Independent Audit Report for the fiscal year 2018 and briefing about the audit activity and its results to the General Assembly,
  4. Reading, discussion and approval of the Financial Statements for the fiscal year 2018,
  5. Release of the members of the Board of Directors for their affairs in the year 2018,
  6. Discussion and determination of the proposal of the Board of Directors in accordance with the Dividend Distribution Policy of the Company,
  7. Election of the new members of the Board of Directors and Independent Members, determination of their remuneration and duty terms,
  8. Submitting for the approval of the General Assembly the Independent Audit Firm for the fiscal year 2019 proposed by the Board of Directors pursuant to the Article 399 of the Turkish Commercial Code and Capital Markets Board regulations,
  9. Informing General Assembly regarding the donations and grants made by the Company in 2018, submitting the Donation and Grants Policy to the approval of General Assembly and determining the upper limit of donations to be made in the year 2019,
  10. Giving information to the General Assembly regarding collaterals, pledges, mortgages and sureties granted by the Company to third parties and revenues and compensations obtained in 2018 pursuant to the Corporate Governance Principles,
  11. Giving information to the General Assembly about the “Remuneration Policy” defined for the members of the Board of Directors and key management personel,
  12. Authorizing the shareholders holding the management control, the members of the Board of Directors, the senior executives with administrative responsibility and their spouses and relatives related by blood or affinity up to the second degree second degree to compete with and to carry out transactions that might cause conflict of interest with the Company itself or its subsidiaries, to conduct the activities under the scope of the line of business of the Company directly or on behalf of others and to participate in the companies conducting such kind of activities in the year 2018 and to perform any other transactions pursuant to articles 395 and 396 of the Turkish Commercial Code for the year 2019,
  13. Wishes.