AGM Information • May 29, 2025
AGM Information
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Ordinary General Assembly Meeting of Birleşim Mühendislik Isıtma Soğutma Havalandırma Sanayi ve Ticaret Anonim Şirketi for the year 2024 was held on Thursday, 22.05.2025 at 10:00 at Dudullu Organize Sanayi Bölgesi 1.Cad. No:3 Ümraniye/İstanbul, under the supervision of Ministry Representative Mr. Dursun ELİK, appointed Istanbul Provincial Directorate of Commerce with the directive dated 22/05/2025 and numbered E-90726394-431.03-00109451444.
In accordance with the Law and the Articles of Corporation; invitation to the meeting, including the agenda, has been published in the Turkish Trade Registry Gazette dated 25.04.2025 with number 11319, on the Electronic General Assembly System at the website of the Central Registry Agency, on our Company website at www.birlesim.com and on the Public Disclosure Platform (KAP) on 21.04.2025. Consecutively, the meeting was held within the legal period.
According to the attendance list, it was understood that out of the 224.000.000 total shares corresponding the Company's total capital of 224.000.000 TL, 116.373.088,584 shares were represented in person and 2.231 shares were represented by proxy, corresponding to a total capital of 224.000.000 TL, and thus the minimum meeting quorum was present in accordance with the Law and the Articles of Corporation.
The Chairman of the Board of Directors Mr. Mesut ALTAN, the Deputy Chairman of the Board of Directors Mr. İdris ÇAKIR, the Ministry Representative Mr. Dursun ELİK, and Mr. Hasan ERSİN on behalf of the independent audit company were present at the meeting.
According to the 5th and 6th paragraphs of Article 1527 of the Turkish Commercial Law, it has been determined that the Company has carried out its electronic general assembly preparations in accordance with legal regulations. To use the electronic general assembly system, Mr. Ersin KOCA, who holds "Central Registry Agency Electronic General Assembly System Expertise" Certificate, was appointed by the Meeting Presidency and the General Assembly was initiated physically and electronically simultaneously in line with the pre-set agenda.
Since the meeting quorum was present and there were no objections, with the permission of the Ministry Representative, Chairman of the Board of Directors Mr. Mesut ALTAN started the meeting physically and electronically. Before starting to discuss the agenda items, Meeting Chairman Mr. Mesut ALTAN explained the voting method that will be used physically. It was mentioned that; as stated in the Law, Articles of Corporation and the Company's Internal Directive (without prejudice to the electronic vote counting regulations), voting was to be done openly and by raising hand by the shareholders who physically attend the meeting, and the shareholders who will reject any item was to declare their rejection verbally. It has also been stated that shareholders who do not raise their hands or respond verbally, were to be accepted to vote negatively to that item.
1- In accordance with Article 1 of the Agenda, the Meeting Management, who will be responsible for the management of the Ordinary General Assembly was selected. In accordance with the provision of Article 15 of the Company's articles of corporation, the Chairman of the Board of Directors, Mr. Mesut ALTAN was assigned as the Chairman of the Meeting. Then, Mr. Erdal ASLAN was appointed as the Meeting Secretary and Mrs. Yağmur ARSLAN was appointed as Vote Collector by the President of the Meeting.
7- In accordance with item 7 of the agenda, the Board of Directors' proposal regarding the distribution of 2024 profit was discussed. According to the financial statements of our Company for the accounting period of 01.01.2024 - 31.12.2024, which were prepared in accordance with the provisions of the Communiqué on Principles Regarding Financial Reporting in the Capital Markets (II-14.1), and in compliance with Turkish Accounting Standards and Turkish Financial Reporting Standards (TAS/TFRS), and which have been independently audited, the Company has recorded a profit of TL 437,066,811.
According to the standalone financial statements for the same period, prepared in accordance with the Turkish Commercial Code (TCC) and Tax Procedure Law, a profit of TL 51,423,650 has been determined.
Taking into account the Turkish Commercial Code, Capital Markets Legislation and Capital Markets Board regulations, Tax Legislation, and our Company's Dividend Distribution Policy:
This resolution was submitted for approval of the shareholders. As a result of the voting, the Board of Directors' proposal was accepted by majority of votes with 116.238.578,528 votes in favour and 136.741,056 votes against.
8- The 8th article of the agenda regarding the redetermination of the registered capital ceiling period as 2025-2029 by our Company and the increase of the current registered capital ceiling from 300.000.000 TL to 2.500.000.000 TL, and the discussion and decision on the amendment of the 6th article of the articles of association was discussed. The amendment of Article 6 titled "COMPANY'S CAPITAL" of the Company's Articles of Association, approved by the Capital Markets Board with its letter dated 10.3.2025 and numbered E-29833736-110.04.04-69069 and by the Ministry of Commerce with its letter dated 13.03.2025 and numbered E-67300147-431.99- 00107236214 was accepted by majority of votes with 116.370.648,584 votes in favour and 4.671 votes against.
10- As per item 10 of the agenda, in accordance with the Turkish Commercial Code No. 6102 and the Capital Markets Law No. 6362, the Public Oversight, Accounting Standarts Authority (KGK) and relevant regulations, the following was proposed by the Board of Directors after receiving the opinion of the Audit Committee;
The the selection of Yeditepe Bağımsız Denetim ve YMM A.Ş. which is located at Kısıklı Mah. Alemdağ Cad. Masaldan İş Merkezi F Blok No:60 İç Kapı No:5 Üsküdar – İstanbul, with the Mersis number 0946022281700012 as the Independent Audit Company to audit our Company's financial reports for the accounting period of 01.01.2025 - 31.12.2025 and to carry out other activities,
Within the scope of the relevant regulations, including but not limited to the mandatory sustainability assurance audit of the reports to be prepared in accordance with the Turkish Sustainability Reporting Standards published by KGK to conduct the mandatory sustainability assurance audit of the reports to be prepared in accordance with the Turkish Sustainability Reporting Standards published by KGK
was submitted to the approval of the shareholders and was accepted by majority of votes with 116.372.879,584 votes in favour and 2.440 votes against.
on behalf of others, and to become partners in companies performing such works, to compete and to carry out other transactions, in accordance with Articles 395 and 396 of the Turkish Commercial Law was accepted by majority of votes with 116.372.879,584 votes in favour and 2.440 vote against.
While stock market indices are rising, the Company's stock value increases less in comparison, and when the indices fall, the stock drops more than the index. Despite the company securing high-value projects and generating profit, these developments do not seem to be reflected in the company's valuation. He asked about the reasons for this situation. He requested an explanation as to why the company has not conducted a share buyback.
He stated that he agreed with Taner Küçük's remarks and asked whether a bonus (capital) increase would be carried out. He stated that the company's valuation remains low compared to the projects it has secured, and that despite generating a profit for the period, this is not reflected in the share price. He emphasized that they expect the company to take investor-focused actions. He also mentioned that some of the agreements made by the Company's subsidiary, Solar Santral, had been cancelled and that no new business deals had been made for a year. He asked whether expectations had been met in this regard.
Chairman of the Board of Directors Mesut Altan took the floor:
Since the public offering, we have been disclosing our operational results and targets in accordance with the regulations. Our revenue, which was around 500 million TL in 2021, has been growing in line with our public offering commitments, as expected, year by year. The management of companies must be carried out in accordance with the Commercial Code. As members of the Board of Directors, we are required to pay our tax liabilities on time, grow the company, and share the profits generated with our stakeholders. Our company distributed profits in 2022 and 2023. In the past periods, when loan interest rates were around 8-9% and there were no collection issues, we now find ourselves in a situation where loan interest rates have reached 60% and collections have become more prolonged. Despite the sector shrinking by 15%, our Company continues to grow. In the long-term projects (2-3 years) undertaken by our company, the profit is realized at the end of the project. Our company participates in largescale projects and continues to grow steadily while maintaining its leading position in the market. This has also been reflected in our year-end profit.
Our company is involved in projects from one end of Turkey to the other. In the contracting sector, we employ approximately 5.000 people, and our backlog has reached approximately 5 billion TL.
Since the company's shares have increased compared to the beginning of the year, no buyback has been carried out.
The reason for the cancellation of agreements by Solar Santral is due to regulations. Both the Energy Market Regulatory Authority (EPDK) and the Turkish Electricity Transmission Corporation (TEİAŞ) reducing capacities have led companies to either abandon their investments or reduce their capacities. This situation results in Solar Santral revising the projects it has secured or in contract cancellations.
On the other hand, no decision has been made regarding a bonus (capital) increase, and if a decision is made, an announcement will be made.
This minutes was prepared and signed at the meeting place following the meeting. 22/05/2025
| Ministry Representative | Meeting Chairman | Minutes Clerk | Vote Collector |
|---|---|---|---|
| Dursun ELİK |
Mesut ALTAN | Erdal ASLAN |
Yağmur ARSLAN |
Annex: Article of Association Amendment Text
| OLD VERSION | NEW VERSION | |
|---|---|---|
| COMPANY'S CAPITAL | COMPANY'S CAPITAL | |
| Article 6- The Company has adopted registered capital system in accordance with the provisions of Capital Markets Law NO: 6362 and initiated the registered capital system with the permission of the Capital Markets Board dated 25.05.2021 and numbered 6552. |
Article 6- The Company has adopted registered capital system in accordance with the provisions of Capital Markets Law NO: 6362 and initiated the registered capital system with the permission of the Capital Markets Board dated 25.05.2021 and numbered 6552. |
|
| The upper limit of the Company's registered capital is 300.000.000.-TL (Three Hundred Million Turkish Liras) and it is divided into 300.000.000,00 (Three Hundred Million) registered shares, each with a nominal value |
The upper limit of the Company's registered capital is 2.500.000.000.TL (Twobillionfivehundredmillion Turkish Liras) and it is divided into 2.500.000.000 (Twobillionfivehundredmillion) |
|
| of 1 (One) TL The permission provided by the Capital Markets Board for the upper limit of registered capital is valid for 5 years between 2021-2025. Even if the registered capital so permitted is not reached by the end of 2025, it is mandatory to get permission from CMB and receive authorization from the General Assembly of Shareholders for a new period for maximum 5 (five) years for such permitted or new upper limit. The Company may not increase the capital by the resolution of the Board of Directors in the event of failure to get said authorization. The issued capital of the Company is 224.000.000.-TL |
registered shares, each with a nominal value of 1 (One) TL The permission provided by the Capital Markets Board for the upper limit of registered capital is valid for 5 years between 2025-2029. Even if the registered capital so permitted is not reached by the end of 2029, it is mandatory to get permission from CMB and receive authorization from the General Assembly of Shareholders for a new period for maximum 5 (five) years for such permitted or new upper limit. The Company may not increase the capital by the resolution of the Board of Directors in the event of failure to get said authorization. |
|
| (TwohundredtwentyfourMillion Turkish Lira) and this capital is divided into a total of 224.000.000 registered shares, each with a nominal value of 1 TL, of which 17.568.627,45 (Seventeenmillionfivehundredandsixtyeightt housandsixhundredandtwentysevenTurkishL |
The issued capital of the Company is 224.000.000.-TL (TwohundredtwentyfourMillion Turkish Lira) and this capital is divided into a total of 224.000.000 registered shares, each with a nominal value of 1 TL, of which 17.568.627,45 |
priority being given to Group A shareholders.
| Group A shareholders cannot pledge their | Provided that it complies with capital | |
|---|---|---|
| Group A shares against debt, use these shares | markets regulations, Group A shares |
|
| as collateral or otherwise restrict these shares | remaining due to unused new share |
|
| without the prior approval of other Group A | purchase rights during the exercise of new | |
| shareholders. | share purchase rights are sold with the | |
| In capital increases, bonus shares are distributed to the existing shares on the date |
purchaising priority being given to Group A shareholders. |
|
| of the increase. | Group A shareholders cannot pledge their | |
| Group A shares against debt, use these | ||
| shares as collateral or otherwise restrict | ||
| these shares without the prior approval of | ||
| other Group A shareholders. | ||
| In capital increases, bonus shares are |
||
| distributed to the existing shares on the date | ||
| of the increase. | ||
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