MKK e-GEM USER GUIDE FOR ISSUERSMKK e-GEM USER GUIDE FOR ISSUERS 3 1. Access to e-GEM You can access...

MKK e-GEM USER GUIDE FOR ISSUERS


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Contents

1. Access to e-GEM 3

2. System Requirements 4

3. Reset Password 5

4. Operations of Authorization 6

5. Operations before the meeting 7

5.1 ISIN Definition 7

5.2 Notification List 7

5.3 Convocation 9

5.4 Prepare Shareholders List 10

6. Meeting Day Procedures 11

6.1 List of Shareholders 11

6.2 List of Electronic Attendees 12

6.3 List of Physical Attendees 12

6.4 Managing the Meeting 15

6.5 Discussing the Agenda 17

6.6 Voting 19

6.7 Adding Agenda Items 23

6.8 Ending the Meeting 25

6.9 Dashboard 25

7. After the Meeting 26

7.1 Archive 27


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1. Access to e-GEM

You can access to e-GEM by choosing your country on https://e-gemglobal.com

On the following page, click Login under Issuer / Intermediary Institution.

Your CSD or Africlear will register a person as company user on e-GEM of which identity and

communication info is provided by your company. User ID and Password for authorized company

user will be sent to the e-mail addresse provided. Enter User ID/Password and click “Login”.

On the following screen, select your organization from the menu and click “Next”

https://e-gemglobal.com/


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Below functions are found on main company page:

Meeting convocation, preparing list of shareholders, managing notification, authority and password

operations, ISIN definiton and archive services.

2. System Requirements

Click “System Requirements” on e-GEM main page to check your system eligibility.


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Control elements list will appear as seen below.

3. Reset Password

To change your e-GEM password, go to the Reset Password screen, enter your ID or e-mail to the

field and click “Send”.

A confirmation code will be sent to your e-mail addresse. Reset your password by entering this

code and the new password defined by yourself. Click “Save”.


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4. Operations of Authorization

Companies can define persons who will use the system on their behalf. Click “Operations of

Authorization” in the menu.

Enter User ID, select “Issuer” from the drop-down menu and click “Get Info”. The user details will

appear on the screen1. Select the organization you want to give authority for and transfer it to the

“Authorized Members” box. Click “Save” to finish. Click “Clear” to restart. To cancel the

authority, simply remove the organization from “Authorized Members” box to “All Members”

box.

1 The person must be previously registered to the system by the CSD or Africlear.


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5. Operations before the meeting

5.1 ISIN Definition

Companies have to define their share (ISIN) and capital information to the system. Click “ISIN

Definition” in the left menu and enter required information. If your company doesn’t have share

groups, enter (-) to the ISIN Group section. Click “Save” to finish. Repeat the process to enter a

new group of shares. You can update or delete any ISIN entry on this screen by clicking update and

delete icons next to the relevant entry.

5.2 Notification List

Shareholders registered in the Notification List receive general meeting information once the

convocation is made. You can either load a CSV file or enter Name/Surname/Title, e-mail and

phone number of the shareholders to the relevant fields. Click “Save” after entering required

information.


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Below is the CSV file format to upload Notification List:

Field Type Characters Compulsory/Optional Additional Specifications

Item NO N Max. 17 C Must be unique for each file

Name-

Surname/Title A Max. 50 C

E-mail A Max. 50 C

Phone number A Max. 20 O

For Instance:

1,MUSTAFA AKGÜN,[email protected],121415454

Click “Update” icon next to the relevant entry to make changes. To delete an entry, select i,t from

the list and click “Delete”.


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5.3 Convocation

To start the convocation, click “General Meeting Operations” on the lkeft menu. Click

“Convocation” to proceed to the screen to enter meeting details.

Below screen allows you to enter meeting information:

1. Select meeting type (In case you make convocation for preferred shareholders, you should

also select the relevant share group)

2. Enter meeting date and time

3. Enter the location info for the meeting

4. Sample agenda items are displayed on the screen. You can change, delete and move them.

You can also add new agenda by clicking “Add Agenda”.

5. Upload any meeting documents for the related parties to examine and download. Choose the

file from your computer by clicking “Browse”, select a document type from the drop-down

menu, select the year and click “Add”.

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After entering the meeting information click “Save” to start the convocation. Notification via e-mail

will be sent to the shareholders that are previously registered to Notification List as explained under

section 5.2.

When the convocation is made, the meeting will appear on the General Meeting Operations screen.

You can update any of the meeting information and documents by clicking “Update” until the end

of the day before the meeting. Click “Cancel” to cancel the meeting until the end of the day before

the meeting.

5.4 Prepare Shareholders List

Shareholders List must be prepared before the general meeting. Click “Prepare Shareholder

List” on the left menu. Click “Save” after entering required information. It is also possible to

create the list at once by uploading CSV file.


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Below is the CSV file format for Shareholder List:

Field Type Characters Compulsory/Optional Additional Specifications

Item NO N Max. 17 C Must be unique for each file

General Meeting

Reference No. N Max. 10 C

ID A Max.20 C Investor’s ID

Name-

Surname/Title A Max. 250 C

Info must be consistent with the ID no

if the investor is previously registered

on the system.

Tax No. A Max.20 O

Nationality A 1 C Must be entered as D for Domestic or

F for Foreign

E-mail A Max. 150 C

Info must be consistent with the ID no

if the investor is previously registered

on the system.

Intermediary

Institution Code A Max. 20 C

Code must be defined for the country.

ISIN A Max.12 C Code must be defined for the issuer.

Share nominal

value N

Number

(20.6) C

For Instance:

1,1234567,12345678901,XXXX YYYY,,F,[email protected],AK1,TRMUSTAFAPS1,1

2, 1234567,12345678902,AAAA BBBB,,,[email protected], , ,

6. Meeting Day

6.1 List of Shareholders

Click “List of Shareholders” on the left menu. Choose the relevant meeting from the drop-down

menu. Shareholders list will be displayed. These list consist of the shareholders previously defined

via screens under “Prepare Shareholder List” on the left menu as explained under section 5.3.


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6.2 List of Electronic Attendees

Sub-menu will appear when you click “List of Shareholders” on the left menu. Click “List of

Electronic Attendees” on this-sub menu. Choose the relevant meeting from the drop-down menu

to display the list of the shareholders who registered themselves as electronic attendees for this

meeting on e-GEM. Share nominal values, share groups, representative information if any are also

displayed on this list. Click pdf/excel icons to download the list in the desired format.

6.3 List of Physical Attendees

Sub-menu will appear when you click “List of Shareholders” on the left menu. Click “Physical

List of Attendees” on this sub-menu. Choose the relevant meeting from the drop-down menu,

enter the ID number of the relevant shareholder and click “Search” to display the shareholder.

Share nominal value, share group, representative information if any are also displayed. Please note

that to use this function, the shareholder must be previously added to the Shareholder List by the

company as explained under section 5.3. Shareholders who registered their preference to

electronically attend the meeting cannot be added as physical attendee. Click “Save” to finish.


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To enter or update representative information for a physical attendee, add the attendee as explained

in the previous paragraph. Click “Update Representative”. Enter the representative ID number

and name in the pop-up window. Click “Save” to finish.

Another way to add physical attendees to the list is to manually enter the information as shown

below. This way, it is possible to add shareholders who are not previously registered to the

Shareholder List. Choose the relevant meeting from the drop-down menu, click “Add Line”, enter

the information in the pop-up window, click “Save” to finish.


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Physcial attendees added to the list either from the system or manually, are displayed on the below

part of the screen. Choose an entry and click “Delete” to remove entries. Click pdf/excel icons to

download the list in the desired format.

To download and print the List of Physical Attendees, click on the pdf/excel icon as shown below:


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6.4 Managing the Meeting

Click “General Meeting Operations” on the left menu. Choose the relevant meeting and click “e-

Meeting Hall”.

You will be directed to General Meeting Management screen.

(1) You can select the agenda items to be discussed and voted

(2) Opinions are displayed here

(3) Chair can enter text to the flow text

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(4) Flow text

(5) Live broadcast

(6) Vote results and meeting minute update

To start the general meeting, click “Start the Meeting”.

You can also cancel the meeting by clicking “Cancel” or postpone it by clicking “Postpone” buttons.

In case you want to postpone the meeting, enter the new meeting date, hour and reason for

postponing in the pop-up screen as shown below. Click “Save” to finish. The new meeting will

continue from the point where the postponed meeting was left.


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If you cancel the meeting, a reason for cancellation should be entered to the below sceen. The

attendants are notified of this reason.

6.5 Discussing the Agenda

Choose relevant agenda and click “Start Discussion”. It is possible to start discussion for agenda

items in desired order. Also any agenda item can be discussed more than once. There is no time limit

for discussions. Each attendee can send up to 2 opinions per agenda item, 600 characters maximum

each. To end the voting click “End Discussion”. Discussion also automatically ends when you start

voting by clicking “Start Voting”.


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Opinions sent by the attendees are displayed in the Suggestions part of the screen. If the opinion is

too long, a short part of it is displayed on this screen. To read it in whole, click “Read” next to the

relevant opinion. Click “Read All” to see all the opinions at once. A pop-up screen will be displayed.

Only the issuer company can see and read the opinions unless they are transferred to the Flow Text

at the right end of the screen. To do this, click “Transfer to the flow text” button on the pop-up

screen.


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6.6 Voting

You can vote the agenda items in desired order. Also it is possible to vote any agenda more than

once. Click “Start Voting”. The voting period is 2 minutes. You can follow the voting period from

the timer on the screen as well as the ratio of the electronic attendees who sent their votes to all the

electronic attendees. Voting period will end earlier if all electronic attendees sent their votes before

the termin.

Once the voting ends, Electronic Voting Results screen is automatically displayed as shown below.

Although electronic votes are automatically aggravated and shown on the screen, physical votes

should be calculated and entered by the company. However, physical votes should be entered only

if there are reject votes since share amount of the physical attendees will automatically appear in

the Physical Approve field. Also royalty ratio for different share groups and acceptance thresholds for

different agenda items should be provided.


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Click “Calculate” to see the results. System displays the result on the below part of the screen as

shown below.

“Vote Details” function allows you to see shareholders’ vote details as shown below:


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Click “Enter the results” to register the vote result on the system. You can click “Show the

Results” next to the agenda item to see and change the votes if necessary during the meeting. The

result is displayed on the flow text to all attendees.

If a dissenting opinion sent with a reject vote, a notification message is displayed once the voting

period ends as shown below. Click “OK” to return to the Electronic Voting Details screen to calculate

the votes.


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You can click on “Dissenting Opinions” on the Electronic Voting Details screen to display them.

On Dissenting Opinions screen, you can choose an agenda item to display the relevant dissenting

opinions if any by chhosing from drop-down menu. You can also download them in pdf/excel format

by clicking on the relevant icon.

It is possible to change the vote result by clicking the result seen as Accepted, Rejected or Informed

next to an agenda item. You can choose one of Accept, Reject or Informed options. You can directly

click “Enter Result” next to an agenda to enter Informed as a result, if the agenda will not be voted.


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6.7 Adding agenda items

It is possible to add agenda or sub-agenda during the meeting. Sub agendas may be used to discuss

and vote proposals for a certain agenda. Click “Add Agenda” to display the Agenda Item

Management pop-up screen.

Choose either Agenda Sub Item or Extra Agenda Item. You should first end any agenda discussions

by clicking “End Discussion” before adding sub or extra agendas.


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Extra agenda item will be added at the end of the agenda list while sub agenda will be shown under

the relevant agenda as shown below.


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6.8 Ending the meeting

Click “Finish the meeting” to end the session. It is possible to open the General Meeting Management

screen afterwards and start the meeting until the end of the day.

6.9 Dashboard

Dashboard screen displays realtime statistics and graphics regarding the meeting together with live

broadcast. It is possible to display Dashboard screen to inform physical attendees in the meeting

room.

To access Dashboard, click “Dashboard” under the General Meeting Operations section on the let

menu.


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7. After the meeting

You can upload meeting minutes to e-GEM. Click “Add Minutes” and upload the file from the pop-

up screen. Click “Save” to finish.

To see the voting results click “Show Vote Results”. Click on pdf/excel icons to download the report

in the desired format.


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7.1 Archive

Click “Archive” on the left menu. Choose the meeting, select a document type from the drop-down

menu and click “Download”. Document types are dissenting opinion, shareholder list, flow text,

electronic vote detail, electronic opinions, meeting minute, list of electronic attendees and list of

physical attendees.

MKK e-GEM USER GUIDE FOR ISSUERSMKK e-GEM USER GUIDE FOR ISSUERS 3 1. Access to e-GEM You can access...

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