MINUTES OF THE MEETING OF GROUP A
SHAREHOLDERS OF BATIÇİM BATI ANADOLU ÇİMENTO SANAYİİ A.Ş. HELD ON 31.10.2024
The Group A Shareholders' Meeting of Batıçim Batı Anadolu Çimento Sanayii A.Ş. ("Company" or "Our Company") was held on 31.10.2024 at 14:30 at the meeting hall at the Company's head office address "Ankara Caddesi No.335 Bornova/İZMİR" under the supervision of Ministry representatives Aydın Gençoğlu and Ergin Gündoğdu, who were assigned by the letter dated 25.10.2024 and numbered E-52101085-431.03-00102256750 of İzmir Provincial Directorate of Trade on behalf of the Ministry of Trade.
The invitation for the meeting was published in the Turkish Trade Registry Gazette dated 09.10.2024 and numbered 11182, as stipulated in the law and the articles of association, and including the agenda, and in the Company's www.baticim.com.trthe Public Disclosure Platform (KAP) and the Electronic General Assembly System (EGKS) of the Central Registry Agency.
In the examination of the List of Attendees, it was noted that a total of 2,086,833 Group A shares, with a nominal value of 20,868.33 Turkish Liras, were represented at the meeting, of which 2,085,473 Group A shares with a nominal value of
20,854.73 Turkish Liras were represented by proxy and 1,360 Group A shares with a nominal value of 13.60 Turkish Liras were represented in person, corresponding to the company's capital of 48,000 Turkish Liras and totaling 4,800,000 Group A shares. Accordingly, it was understood that the minimum meeting quorum stipulated by both the law and the company's articles of association was present, and it was confirmed that the Company had fulfilled its electronic general assembly preparations in accordance with the relevant legal regulations pursuant to the Turkish Commercial Code (TCC) No. 6102, the Capital Markets Legislation, and the regulations of the Central Registry Agency. Upon this confirmation, the meeting was opened by the Member of the Board of Directors, Mr. Ömer Çağdaş Selvi.
Proceeded to the Item 1 of the agenda;
Pursuant to Article 15 of the Company's Articles of Association, due to the excused absence of Mr. Sabit Aydın, the Chairman of the Board of Directors, and Mr. Gülant Candaş, the Deputy Chairman of the Board of Directors, it was put to the vote and unanimously approved that Mr. Ömer Çağdaş Selvi, Member of the Board of Directors, assume the duty of the Chairman of the Meeting for the Group A Shareholders' Meeting.
The Meeting Chairman appointed Adil Uludağ as the Vote Collector and Orçun Turan as the Minutes Clerk. It was unanimously approved to authorize the Meeting Chairmanship to sign the minutes of the meeting and its annexes and all other documents.
Proceeded to the Item 2 of the agenda;
Pursuant to Article 363 of the Turkish Commercial Code and Article 7 of the Company's Articles of Association, it was unanimously approved to accept the membership of Enis Turan Erdoğan, independent member candidate for the Board of Directors, who was elected for the vacant board membership and to submit it to the approval of the General Assembly of our Company.
Proceeded to the Item 3 of the agenda;
With the permission letter of the Capital Markets Board dated 24.05.2024 and numbered E-29833736- 110.03.03-54469 and the permission letter of the Republic of Türkiye Ministry of Trade dated 13.06.2024 and numbered E-50035491-431.02-00097916295, the draft amendment of the Articles of Association for the amendment of Article 15.
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[Signature][Signature][Signature][Signature][Signature]
MINUTES OF THE MEETING OF GROUP A
SHAREHOLDERS OF BATIÇİM BATI ANADOLU ÇİMENTO SANAYİİ A.Ş. HELD ON 31.10.2024
(General Assembly of Shareholders) of the Company's Articles of Association was not submitted for voting since the quorum corresponding to 3/4 of the Group A shareholders, as stipulated pursuant to Article 27 (Amendment of the Articles of Association) of the Company's Articles of Association for the amendment of the relevant article, was not met.
Since the agenda was completed, the Meeting Chairman adjourned the meeting.
Meeting | Ministry of Trade | Ministry of Trade Representative |
Representative | ||
Chairman. | Ergin Gündoğdu | |
Aydın Gençoğlu | ||
Ömer Çağdaş Selvi | ||
[Signature] | [Signature] | [Signature] |
Vote Collection Officer | Minutes Clerk |
Adil Uludağ | Orçun Turan |
[Signature] | [Signature] |
Annexes to the Minutes: Total 1 (one) annex 1- Amendment to the Articles of Association
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MINUTES OF THE MEETING OF GROUP A
SHAREHOLDERS OF BATIÇİM BATI ANADOLU ÇİMENTO SANAYİİ A.Ş. HELD ON 31.10.2024
BATIÇİM BATI ANADOLU ÇİMENTO SANAYİİ A.Ş.
AMENDMENT TO ARTICLES OF ASSOCIATION
OLD FORM
GENERAL MEETING OF
SHAREHOLDERS:
Article 15
The General Assembly of Shareholders convenes either ordinarily or extraordinarily. The Ordinary General Assembly meeting shall be held every year within the legal period starting from the end of the accounting year. The General Assembly must convene at least once a year. In this meeting, the matters required pursuant to the capital markets legislation and the matters on the agenda to be prepared pursuant to Article 409 of the Turkish Commercial Code shall be discussed and the necessary decisions shall be reached.
The Extraordinary General Assembly shall convene in accordance with the provisions of the law and these Articles of Association in cases and times required by the Company's business or in the event of the emergence of the reasons specified in Article 410 and the following articles of the Turkish Commercial Code, and the necessary decisions shall be taken. The meetings are chaired by the Chairman of the Board of Directors. In case of his/her excuse, the deputy chairman shall preside, and in his/her excuse, the chairman shall be elected by the General Assembly.
NEW FORM
GENERAL MEETING OF
SHAREHOLDERS:
Article 15
The General Assembly of Shareholders convenes either ordinarily or extraordinarily. The Ordinary General Assembly meeting shall be held every year within the legal period starting from the end of the accounting year. The General Assembly must convene at least once a year. In this meeting, the matters required pursuant to the capital markets legislation and the matters on the agenda to be prepared pursuant to Article 409 of the Turkish Commercial Code shall be discussed and the necessary decisions shall be reached.
The Extraordinary General Assembly shall convene in accordance with the provisions of the law and these Articles of Association in cases and times required by the Company's business or in the event of the emergence of the reasons specified in Article 410 and the following articles of the Turkish Commercial Code, and the necessary decisions shall be taken. Meetings are chaired by one of the executive members of the Board of Directors. In case of their excuse, the chairman shall be elected by the General Assembly.
Electronic participation in the general assembly meeting:
Electronic participation in the general assembly meeting:
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MINUTES OF THE MEETING OF GROUP A
SHAREHOLDERS OF BATIÇİM BATI ANADOLU ÇİMENTO SANAYİİ A.Ş. HELD ON 31.10.2024
Right holders who have the right to attend the general assembly meetings of the Company may also attend these meetings electronically in accordance with Article 1527 of the Turkish Commercial Code. Pursuant to the provisions of the Regulation on General Assembly Meetings of Joint Stock Companies to be Held Electronically, the Company may establish an electronic general assembly system that will enable the right holders to participate in the general assembly meetings electronically, to express their opinions, to make suggestions and to vote, or may purchase services from systems established for this purpose. In all general assembly meetings to be held, it is ensured that the right holders and their representatives can exercise their rights specified in the provisions of the said Regulation through
the system established pursuant to this provision of the Articles of Association.
Right holders who have the right to attend the general assembly meetings of the Company may also attend these meetings electronically in accordance with Article 1527 of the Turkish Commercial Code. Pursuant to the provisions of the Regulation on General Assembly Meetings of Joint Stock Companies to be Held Electronically, the Company may establish an electronic general assembly system that will enable the right holders to participate in the general assembly meetings electronically, to express their opinions, to make suggestions and to vote, or may purchase services from systems established for this purpose. In all general assembly meetings to be held, it is ensured that the right holders and their representatives can exercise their rights specified in the provisions of the said
Regulation through the system established pursuant to this provision of the Articles of Association.
[Signature] | [Signature] | [Signature] | [Signature] |
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