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General Assembly Invitation | ||||||||||||||||||||||
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Agenda Items | ||||||||||||||||||||||
1 - Opening the meeting and determining the presiding committee | ||||||||||||||||||||||
2 - Reading and deliberating the integrated annual report for 2024 | ||||||||||||||||||||||
3 - Reading the independent auditor's report concerning the Company's 2024 activities and accounts | ||||||||||||||||||||||
4 - Reading, deliberating, and voting on the financial statements for 2024 | ||||||||||||||||||||||
5 - Individually acquitting each of the members of the Company's board of directors of their fiduciary responsibilities for the Company's activities in 2024 | ||||||||||||||||||||||
6 - Discussing, approving, amending and approving, or rejecting the Board of Directors' proposal concerning dividend distribution | ||||||||||||||||||||||
7 - By taking into account the relevant legal regulations and our Company's Articles of Association, authorizing the Board of Directors to distribute advance dividends for 2025 fiscal period | ||||||||||||||||||||||
8 - Election of independent Board members and other members of the Board of Directors and determination of their terms of office | ||||||||||||||||||||||
9 - Determining the fees and any kind of financial benefits including bonus, premium, attendance fee, etc. to be paid to the Board members | ||||||||||||||||||||||
10 - Voting on the Board of Directors' selection of the Company's independent auditors as per the Turkish Commercial Code, the Capital Markets Board and Public Oversight, Accounting and Auditing Standards Authority regulations | ||||||||||||||||||||||
11 - Providing information about the donations and assistance granted by the Company in 2024; determining an upper limit on donations and assistance to be granted in 2025 | ||||||||||||||||||||||
12 - Approval or rejecting of the proposal of the Board of Directors in relation to the amendment of the current content of article 3 titled "Purpose and Scope" and article 17 titled "Term of Office and Duties of the Board of Directors" of Articles of Association of our Company provided that the necessary permissions of the Capital Markets Board and Republic of Türkiye Ministry of Trade have been received and in the form which received the permission, and authorization of the Company Management to conduct all other transactions related to the amendment of the Articles of Association | ||||||||||||||||||||||
13 - As required by Capital Markets Board regulations, providing information about collateral, pledges, and mortgages granted by the Company in favor of third parties as well as income and benefits obtained in 2024 | ||||||||||||||||||||||
14 - Informing the shareholders on the transactions, if any, made in 2024 within the context of Article 1.3.6. in Annex-I of the Corporate Governance Communiqué (II-17.1) of the Capital Markets Board | ||||||||||||||||||||||
15 - Authorizing any shareholders who may be in control of the Company's management, Board of directors and senior managers – as well as their spouses and their relatives, whether by blood or marriage unto the third degree – to engage in business and transactions subject to the provisions of articles 395 and 396 of the Turkish Commercial Code and of Capital Markets Board regulations | ||||||||||||||||||||||
16 - Closing | ||||||||||||||||||||||
Corporate Actions Involved In Agenda | ||||||||||||||||||||||
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Additional Explanations | ||||||||||||||||||||||
Migros Ticaret A.Ş. Call to the Ordinary General Assembly Meeting from Board of Directors
The Ordinary General Assembly Meeting of our Company will be held on 15.04.2025 at 14:00 at the Migros Ticaret A.Ş. Head Office in Atatürk Mahallesi Turgut Özal Bulvarı No:7 34758 Ataşehir/Istanbul to review the operations in 2024, to discuss the below-mentioned agenda and pass resolutions with regard thereto. Provided that the rights and obligations of those shareholders who will be participating electronically are reserved, those of our shareholders, who will not be able to participate in the meeting in person, are required to issue their powers of attorney based on the attached sample or to obtain the "power of attorney" sample form from our Company Head Office or our company website at www.migroskurumsal.com, fulfill the obligations stated in the notification of the Capital Markets Board Communiqué on Casting of Votes through Proxies and Collection of Powers of Attorney by Invitation (II-30.1) and submit their powers of attorney, bearing their signatures as certified by a Notary Public, to our Head Office. The power of attorney of a proxy electronically appointed via the Electronic General Assembly System need not be submitted. It will not be possible to participate in the general assembly with proxies that are not in accordance with the attached proxy statement sample which is kept mandatory in the relevant Communiqué. According to the fourth paragraph of article 415 of the Turkish Commercial Code no 6102 and the first paragraph of article 30 of the Capital Markets Law no. 6362, the depositing of share certificates cannot be made into a condition of the right to participate and vote in general assembly meetings. Within this context, if our shareholders wish to participate in the General Assembly meeting, there is no need for them to have their shares blocked. Those of our shareholders who will be voting through the Electronic General Assembly System should obtain information from the Central Registry Agency (MKK), our Company's website at www.migroskurumsal.com or our Company's Head Office (Telephone: 0216 579 30 00) in order to be able to fulfill their obligations within the scope of the relevant Regulation and Communiqué. Provided that the provisions on electronic voting are reserved, the voting on the agenda items for the General Assembly Meeting will be exercised in open voting by a show of hands. As stipulated in our Company's Articles of Association, none of the Company's shares enjoy privileged voting rights. All votes are equal. At the General Assembly, each shareholder possesses voting rights proportional to the nominal value of its shares. The independent auditor's report, the balance sheet, the income statement and the dividend distribution proposal for the year 2024, the Integrated Annual Report and appended thereto the Report on Compliance with the Corporate Governance Principles, the amendment text of article 3 and article 17 of the Articles of Association and the Information Document concerning the agenda for the General Assembly Meeting will all be available for our shareholders at the Migros Ticaret A.Ş. Head Office in Atatürk Mahallesi Turgut Özal Bulvarı No:7 34758 Ataşehir/Istanbul, on the company website www.migroskurumsal.com, Public Disclosure Platform (KAP) and on the Central Registry Agency's (MKK) Electronic General Assembly System (e-GKS) throughout the 3 weeks prior to the meeting. Presented for the information of our shareholders. Respectfully, Migros Ticaret A.Ş.
Board of Directors |
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.
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