AGM Information • May 12, 2025
AGM Information
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The Ordinary General Assembly Meeting of our Company for the year 2024 will be held on Wednesday, 30 April 2025 at 09:00 a.m. at Point Hotel Barbaros Gold Hall at the address Esentepe, Yıldız Posta Cd. No 29, 34394 Şişli/İstanbul, to discuss the agenda set forth below.
The shareholders of our Company will be able to attend the Ordinary General Assembly Meeting in person or through their representatives in person or via online media. Online participation in the meeting; will be realized through Electronic General Assembly System ("e-GKS") provided by Merkezi Kayıt Kuruluşu A.Ş. ("Central Securities Depository-CSD") will be held. Shareholders who will make transactions in e-GKS must first register with the CSD's Investor Information Center and also have a secure electronic signature or mobile signature.
Shareholders or their representatives who wish to participate online in the meeting, are required to fulfill their obligations in accordance with the provisions of the "Regulation on Electronic General Assemblies in Joint Stock Companies" published in the Official Gazette dated 28 August 2012 and numbered 28395 and of the "Communiqué on Electronic General Assembly System to be Implemented in General Assemblies of Joint Stock Companies" published in the Official Gazette dated 29 August 2012 and numbered 28396.
For the General Assembly Meeting to be held physically;
Legal-person shareholders can participate by presenting their authorization documents along with the identity of the persons authorized to represent and bind the legal person,
Representatives of real and legal persons can participate by presenting their identities and representation documents,
Representatives authorized through the Electronic General Assembly System can participate by presenting their identities
and by signing the list of attendants.
The shareholders who will participate in the meeting by proxy are required to submit a notarized power of attorney, in accordance with the example below, by complying with the provisions stipulated in the Communiqué on Proxy Voting and Proxy Solicitation No. II-30.1 of the Capital Markets Board. The sample of the aforementioned power of attorney is available at our Company's headquarters and also in the investor relations section of www.eis.com.tr and www.eczacibasi.com.tr websites. It is not necessary for the power of attorney document submitted over e-GKS to submit an additional physical power of attorney and the proxy appointed via e-GKS can participate in the General Assembly Meeting both in person and via e-GKS. The proxy who will participate in the meeting by proxy or physically, whether appointed with a notarized power of attorney or via e-GKS, is required to show the identity in the meeting. Power of attorney that does not comply with the sample of the power of attorney attached to the General Assembly Call Text, which is required within the framework of the above Communiqué of the Capital Markets Board, will not be accepted in the general assembly.
The right to participate and vote in the General Assembly cannot be made conditional on the storage of common stock pursuant to paragraph 4 of Article 415 of the Turkish Commercial Code No. 6102 and paragraph 1 of Article 30 of the Capital Markets Law No. 6362. In this context, if our shareholders want to participate in the General Assembly Meeting, they do not need to freeze their shares.
Our shareholders or their representatives who will participate online via e-GCS in the general assembly can obtain information from the Central Securities Depository-CSD (https://egk.mkk.com.tr) website about the procedures and principles regarding participation, the appointment of representatives, making suggestions, expressing opinions, and voting.
In the voting of the agenda items in the General Assembly Meeting, the open voting method by raising hands shall be used, without prejudice to the provisions on voting in an electronic environment.
The Financial Statements of our Company for 2024, the Independent Audit Report, the Corporate Governance Compliance Report, the Board of Directors' Annual Activity Report containing the Sustainability Compliance Framework Statement, the Sustainability Report containing statements made in accordance with the Sustainability Report format set forth under the decision of CMB dated 23.06.2022 and numbered 34/977 and the profit distribution proposal of the Board of Directors, and the General Assembly Information Document containing the following agenda items, the draft amendment to the articles of association and necessary explanations for compliance with the Capital Markets Board regulations, will be available for the review of the shareholders three weeks before the meeting, within the legal period, at the Company Headquarters, in the investor relations section of www.eis.com.tr and www.eczacibasi.com.tr websites, on the Public Disclosure Platform and in the e-GKS.
In accordance with the Personal Data Protection Law no. 6698, you can access detailed information about the processing of your personal data from the EİS Eczacıbaşı İlaç, Sınai ve Finansal Yatırımlar Sanayi ve Ticaret A.Ş. General Assembly Privacy Notice in the investor relations section on www.eis.com.tr and www.eczacibasi.com.tr .
Kindly submitted to the information of the esteemed shareholders.
Yours sincerely,
EİS Eczacıbaşı İlaç, Sınai ve Finansal Yatırımlar Sanayi ve Ticaret A.Ş.
Trade Registry and Number: Istanbul Trade Registry Directorate - 44943
Mersis (Central Registration System) No: 0326001968500011
Among the additional disclosures required to be made in accordance with the Communiqué on Corporate Governance" No. II-17.1 of the Capital Markets Board ("CMB"), the ones related to the relevant agenda item are below in the relevant agenda, and other mandatory general disclosures are presented to your information in this section:
All shares representing the capital of our company are written to the bearer. In the General Assembly meetings, each share with a nominal value of 0,01 TRY has the right to one vote. There are no privileged shares in the Company's capital.
As of the date of the announcement of this Information Document, the total number of shares and voting rights information reflecting the shareholding structure of our Company are presented below:
| Shareholders | Share Amount (TRY) |
Sharehol ding Ratio (%) |
Number of Shares and Voting Right |
Number of Shares and Voting Rights Ratio (%) |
|---|---|---|---|---|
| Eczacıbaşı Holding A.Ş. | 346,845,460.43 | 50.62 | 34,684,546,043 | 50.62 |
| Eczacıbaşı Yatırım Holding Ortaklığı A.Ş. | 209,803,928.39 | 30.62 | 20,980,392,839 | 30.62 |
| Publicly-held | 128,610,611.18 | 18.76 | 12,861,061,118 | 18.76 |
| Total | 685,260,000.00 | 100.00 | 68,526,000,000 | 100.00 |
There are no changes in the management and operations of the Incorporation that have taken place in the previous accounting period or are planned for the future accounting periods that may significantly affect the activities of the partnership.
Material events disclosures made with regard to the activities of our company can be accessed at the address www.kap.org.tr.
There is no written request submitted by the shareholders of the partnership to the Investor Relations Department of our Company regarding the addition of any item to the agenda of the ordinary general assembly meeting.
In accordance with the provisions of the Turkish Commercial Code No. 6102 ("TCC") and the Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry to be Present in These Meetings ("Regulation") and the provisions of Article 7 of our Company's Internal Directive on the General Assembly, the election of the Chairman of the Meeting who will manage the General Assembly Meeting will be held.
In accordance with the provisions of the TCC and the Regulation, the General Assembly will vote to authorize the Chairman of the Meeting to record the decisions taken in the General Assembly in the minutes.
Within the framework of the TCC, the Regulation and the Capital Markets Law and the relevant legislation, information will be provided on the profit distribution proposal of the Board of Directors, the draft amendment to the articles of association, the Corporate Governance Compliance Report, the Sustainability Compliance Framework Statement, 2024 Annual Activity Report including the Sustainability Report containing statements made in accordance with the Sustainability Report format set forth under the decision of CMB dated 23.06.2022 and numbered 34/977 to our shareholders for their opinions and approval, three weeks prior to the General Assembly meeting, at the Company Headquarters, in the investor relations section of www.eis.com.tr and www.eczacibasi.com.tr websites and in the e-GKS.
In accordance with the TCC, the Regulation, and the regulations related to the Capital Markets Law, for three weeks prior to the General Assembly meeting, information will be given to our shareholders regarding the Independent Audit Report prepared in accordance with the TCC and Capital Markets Board regulations which has been submitted for the review of our shareholders at the Company's Headquarters and at the Investor Relations section of internet addresses www.eis.com.tr and www.eczacibasi.com.tr in the investor relations section of internet addresses, Public Disclosure Platform and e-GKS.
In accordance with the TCC, the Regulation, and the regulations related to the Capital Markets Law, for three weeks prior to the General Assembly meeting, information will be given regarding our financial statements and legal financial statements at the Company's Headquarters and at the Investor Relations section of internet addresses of www.eis.com.tr and www.eczacibasi.com.tr the Investor Relations section of the internet addresses, Public Disclosure Platform and e-GKS (electronic-General Assembly System) and they will be submitted for our shareholders' opinion and approval.
Due to the resignation of Mr Atalay Muharrem Gümrah, one of the members of the Board of Directors of our Company, as of 31.12.2024, it has been decided to appoint Mr Emin Fadıllıoğlu, the General Manager of our Company, as a member of the Board of Directors in accordance with Article 363 of the Turkish Commercial Code, to be submitted to the approval of the first General Assembly to be held in accordance with the decision of the Board of Directors of the Company dated 31.12.2024 and numbered 26. This appointment made during the period will be submitted to the approval of the General Assembly.
In accordance with the provisions of the Turkish Commercial Code and the Regulation, the release of our Board members individually for their activities and transactions for the year 2024 will be submitted for the approval of the General Assembly.
Taking into consideration our Dividend Distribution Policy, the Company's current profitability and cash position, equity ratio, net working capital requirement, long-term strategies, investment and financing plans, cash flows, market conditions and expectations, the proposal to distribute cash dividends amounting to TRY 1,200,000,000 will be submitted to the shareholders for approval. The profit distribution table is given in ANNEX-1.
In accordance with principal No 4.6.2 of the "Communiqué on Corporate Governance" No II-17.1 of the CMB, remuneration principles for the Board Members and senior managers of our Company have been documented in written form as "Remuneration Policy" and will be presented to the information of shareholders in the General Assembly Meeting as a separate clause and there will be the opportunity to give their opinion on this issue. "The "Remuneration Policy" prepared for this purpose is presented in ANNEX-2. The information about the benefits that calculated according to purchasing power as of 31.12.2024 provided to the Board Members is given in footnote No. 9 of our financial statements for the 2024 operating year.
In accordance with the TCC, the Regulation, and CMB regulations and within the framework of the principles on the election of Board Members stated in our Articles of Association, their term of office will be determined and new members will be elected instead of the Board Members whose term of office is expired. In addition, independent member selection will be carried out in order to comply with the Communiqué on Corporate Governance No II-17.1 of the CMB.
According to article 9 of our Articles of Association, our Company is managed by a Board of Directors consisting of a minimum of 5 and a maximum of 9 members who will be elected by the General Assembly in accordance with the provisions of the TCC.
One-third of the elected Board Members shall meet the independence criteria defined in the Corporate Governance Principles of the CMB. Two (2) members of the Board of Directors proposed as six (6) persons are required to meet the independence criteria defined in the Corporate Governance Principles.
The Corporate Governance Committee, which assessed the candidates submitted to it, examined the nominations of İhsan Rifat Öktem and Erol Ulukutlu for independent board membership; and assessed the conformity of the candidates to the criteria of independence, the duties previously carried out by the candidates, their experience in senior company management, board membership, their ability to allocate sufficient time for the Company's affairs and the contributions that the candidates can provide to the activities of our company. As a result of the assessment made for these purposes; upon the proposal submitted by the Corporate Governance Committee and as a result of the assessment made by our Board of Directors, İhsan Rifat Öktem and Erol Ulukutlu were determined as the Independent Board Member candidates to be proposed to the General Assembly.
Our Company has been informed that the CMB has decided not to express any dissenting opinion about İhsan Rifat Öktem and Erol Ulukutlu, who were nominated as Independent Board Member candidates, in its letter dated 24 January 2025.
Our nominees for the Board of Directors to be submitted to the approval of the shareholders in the General Assembly are: F. Bülent Eczacıbaşı, R. Faruk Eczacıbaşı, Emin Fadıllıoğlu, İpek Güleç, İhsan Rifat Öktem (Independent Member) ve Erol Ulukutlu (Independent Member).
In accordance with the provisions of the TCC and the Regulation and the principles stated in our articles of association, the honorarium (remuneration) to be granted to board members in the operating year of 2025 will be determined by our shareholders.
The information regarding the resume of the board member candidates and the independence statements of the candidates for the Independent Board Member candidates is presented in ANNEX-3 and the candidates in question will be elected by the General Assembly to serve for one year. It is possible that the member whose term of office has expired may be re-elected.
10. Election of the Independent Audit Company proposed by the Board of Directors to audit the financial reports for the fiscal year 2025 and to perform other activities within the scope of the relevant regulations within the framework of Article 399 of the Turkish Commercial Code and CMB regulations
In accordance with the Turkish Commercial Code and the Capital Markets Board regulations, in our Board of Directors' meeting on 26 March 2025, by taking the opinion of the Audit Committee, it has been decided to propose DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit financial reports in the Company's accounting period of 2025 and to conduct other activities within the scope of relevant regulations of these laws, and this proposal will be submitted for approval of the General Assembly.
11. Selection of the audit firm authorised in the field of sustainability proposed by the Board of Directors to carry out the Mandatory Assurance Audit for Corporate Sustainability Reports to be prepared in accordance with the Turkish Sustainability Reporting Standards published by the Public Oversight, Accounting and Auditing Standards Authority and other activities within the scope of the relevant regulations
Pursuant to the Board Decision on Making Assurance Audits for Sustainability Reports Mandatory, published by the Public Oversight, Accounting and Auditing Standards Authority ("KGK") in the Official Gazette dated 05 September 2024 and numbered 32653, it has been proposed by the Board of Directors to select RSM Turkey Uluslararası Bağımsız Denetim Anonim Şirketi to conduct assurance audits and other activities for the sustainability reports for 2024 and 2025, and this proposal will be submitted to the approval of the General Assembly.
In accordance with the decision of the Board of Directors of our Company dated 9 January 2025 and numbered 2025/02, in order to determine the validity period of the current registered capital ceiling of our Company, which is TRY 1,920,000,000, as 2025- 2029, the draft amendment of the articles of association in ANNEX-4 will be submitted to the approval of the general assembly. Approvals dated 10.01.2025 from the CMB and 27.01.2025 from the Republic of Türkiye of the Ministry of Trade have been obtained for the amendment proposal.
In accordance with Article 6 of "Communiqué on Profit" No. II-19.1 of the Capital Markets Board; the maximum limit for the donation to be made is determined by the general assembly in case there is no provision in the articles of association, and donations and payments made during the year must be submitted to the information of the shareholders in the ordinary general assembly.
In accordance with the Corporate Governance Policy No. 1.3.10 presented in the annex of the Communiqué on Corporate Governance No. II.17.1of the Capital Markets Board; in line with the policy approved by the General Assembly, information is provided to the shareholders regarding the amount and beneficiaries of all donations within the period and about the policy changes in the General Assembly meeting with a separately dedicated agenda item. In 2024, our Company donated TRY 85,752 to the Türk Psikologlar Derneği and TRY 2,656 to the Türk Eğitim Vakfı, totalling TRY 88,408 according to the purchasing power as of 31.12.2024. In addition, the maximum limit of donations to be made in 2025 will be determined by the general assembly.
As per Paragraph 4 of Article 12 of Communiqué on Corporate Governance No.II-17.1 of the Capital Markets Board, the income and benefits obtained through guarantees, pledges, mortgages, and sureties issued by our Company and/or its subsidiaries in favour of third parties shall be included as a separate agenda item in the ordinary general assembly meeting and information has been given in footnote 19 of our Consolidated Financial Tables dated 31 December 2024.
Pursuant to principle No. 1.3.6 of the "Communiqué on Corporate Governance" No. II-17.1 of the CMB, the shareholders holding the management control, the members of the Board of Directors, the managers with administrative responsibility and their spouses and relatives by blood and marriage up to the second degree, or its subsidiaries that may cause a conflict of interest and/or the partnership or its subsidiaries carry out a commercial business type transaction that falls within the scope of the business on its own or someone else's account, or enters another partnership dealing with the same type of commercial business as an unlimited partner; the said transactions are included in the agenda of the general assembly as a separate agenda item and recorded in the general assembly minutes in order to provide detailed information on the subject in the general assembly.
In order to fulfil the requirements of this regulation, it will be informed that there were no transactions of this nature in 2024.
The Board members can carry out transactions within the framework of paragraph 1 of article 395 of the TCC titled "Prohibition on Transactions with the Company, Borrowing to the Company" and article 396 titled "Non-Competition" only with the approval of the General Assembly. Pursuant to this regulation, the authorisation of the members of the Board of Directors to carry out business and transactions within the framework of articles 395 and 396 of the Turkish Commercial Code will be submitted to the approval of the General Assembly.
ANNEX-1: Proposal on Profit Distribution
ANNEX-2: Remuneration Policy for the Board of Directors and Senior Managers
At the meeting of our Board of Directors dated 28.03.2025;
Regarding the accounting period 01.01.2024-31.12.2024 of our company, it has been determined that:
i. According to the independently audited consolidated financial statements prepared on the basis of Turkish Financial Reporting Standards ("TFRS") in accordance with the Capital Markets Board's "Communiqué on Principles Regarding Financial Reporting in Capital Markets" numbered II - 14.1, the consolidated net distributable profit attributable to the parent company shares is TRY 1,023,611,000, and the net distributable profit including donations is TRY 1,023,699,408,
ii. According to the statutory financial statements prepared in accordance with the provisions of the Tax Procedure Law ("TPL"), the net profit for the period is TRY 1,280,114,220. After deducting prior year commercial losses amounting to TRY 334,515, the distributable profit base has been calculated as TRY 1,279,779,705. In addition to this amount, the statutory financial statements prepared in accordance with the TPL indicate prior year losses amounting to TRY 13,986,775,693 arising from inflation adjustment practices. However, there is a sufficient amount of Inflation Adjustment Differences under Equity Accounts to offset the total amount of TRY 13,986,775,693 TL,
iii. According to the first paragraph of Article 519 of the Turkish Commercial Code, the general legal reserve to be set aside at a rate of 5%, as the amount in the legal records has reached 20% of the issued capital, no general legal reserve will be allocated for the year 2024 under this provision.
Considering the above matters and regarding the distribution of our company's 2024 fiscal year profit; in accordance with the Capital Markets Legislation, the provisions of the Articles of Association, and our Profit Distribution Policy,
1) To distribute a cash dividend amounting to TRY 1,200,000,000 TL, corresponding to 175% of the Company's issued capital,
2) According to the financial statements prepared in accordance with TFRS, to pay a total cash dividend of 1,200,000,000 TL to shareholders, of which 933,670,273 TL will be covered from the net distributable profit for the period and the remaining balance from prior years' profit,
3) According to the statutory records prepared under the provisions of TPL, whereas no setoff shall be made amongst the equity account items related to the effects of inflation accounting, to cover TRY 1,200,000,000 of the total cash dividend of TRY 1,166,550,914 from the net distributable profit and the remaining balance from extraordinary reserves,
4) Allocation of the legal reserve to be set aside in accordance with Article 519, Paragraph 2, Subparagraph (c) of the Turkish Commercial Code,
5) To pay dividends to our full taxpayer real person shareholders and our limited taxpayer real and legal person shareholders at the net rate found after deducting the withholding tax rates in the tax laws, with giving gross 175% in cash to a share with a nominal value of TRY 1,
6) To start the distribution on 14 May 2025,
It has been decided to present a proposal to our shareholders at the Ordinary General Assembly Meeting for the year 2024.
| EIS ECZACIBAŞI ILAÇ, SINAI VE FINANSAL YATIRIMLAR SANAYI VE TIÇARET A.Ş. DIVIDEND DISTRIBUTION TABLE FOR 2024 (TL) |
|||||||
|---|---|---|---|---|---|---|---|
| Paid-in/Issued Capital | |||||||
| 137,052,000 | |||||||
| Information on privileges in dividend distribution, if any, in the Articles of Association: | There are no preferred shares. |
||||||
| Based on CMB Regulations |
Based on Legal Records |
||||||
| Current Period Profit | 1,493,389,000 | 1,280,114,220 | |||||
| Taxes Payable (-) | 469,778,000 | 0 | |||||
| Net Current Period Profit (=) | 1,023,611,000 | 1,280,114,220 | |||||
| 6. | Losses in Previous Years (-) | 334,515 | |||||
| Primary Legal Reserve (-) | 0 | 0 | |||||
| 8 | NET DISTRIBUTABLE CURRENT PERIOD PROFIT (=) | 1,023,611,000 | 1,279,779,705 | ||||
| 9. | Donations Made During The Year (+) | 88,408 | 0 | ||||
| 10. | Donation-Added Net Distributable Current Period Profit on which First Dividend is Calculated |
1,023,699,408 | 0 | ||||
| 11. | First Dividend to Shareholders | ||||||
| - Cash | 102,369,941 | 34,263,000 | |||||
| - Stock - Total |
102,369,941 | 34,263,000 | |||||
| 12. | Dividend Distributed to Owners of Privileged Shares | O | 0 | ||||
| 13. | Other Dividend Distributed | 0 | |||||
| - To the Members of the Board of Directors | 0 | 0 | |||||
| - To the Employees | 0 | 0 | |||||
| - To Non-shareholders | 0 | 0 | |||||
| 14. | Dividend to Owners of Redeemed Shares | 0 | 0 | ||||
| 15. | Second Dividend to Shareholders | 831,300,332 | 1,132,287,914 | ||||
| 16. | Secondary Legal Reserves | 116,573,700 | 116,573,700 | ||||
| 17. | Statutory Reserves | 0 | 0 | ||||
| 18. | Special Reserves | O | 0 | ||||
| 19. | EXTRAORDINARY RESERVES | 0 | |||||
| 20. | Other Distributable Resources | 266,329,727 | 33,449,086 | ||||
| - Extraordinary Reserves -Prior Years' Profit |
33,449,086 0 |
||||||
| 266,329,727 |
| SHARE | AMOUNT | TOTAL DIVIDEND | TOTAL DIVIDEND AMOUNT NET DISTRIBUTABLE CURRENT PERIOD PROFIT |
DIVIDEND TO BE PAID FOR SHARE WITH PAR VALUE OF 1 TL |
||||||
|---|---|---|---|---|---|---|---|---|---|---|
| GROUP | CASH | (TL) STOCK (TL) | RATIO (%) |
NET (TLL) |
NET (%) |
|||||
| NET | 1,020,000,000 | 0 | 99.65 | 1.4885 | 149 |
This policy document defines the remuneration system and practices towards our board members and senior managers with administrative responsibility within the framework of the relevant regulations of the Capital Markets Board.
The fundamentals of remuneration management in Eczacıbaşı Group are based on the determination of wages by taking into account the education levels, competencies, performances of the employees and market values. In this context, the Human Resources Group Directorate of the Eczacıbaşı Group, which includes our company, conducts a market wage survey every year, and by taking into account the non-Group organisations, the remuneration structure of each organisation is compared and the senior management of the organisations are informed. Since all information regarding remuneration is personal, confidentiality is essential in this regard and our employees are requested to pay attention to this issue.
Payment plans based on the company's performance cannot be used in the remuneration of independent board members. Independent Members of the Board of Directors are paid fees determined in accordance with the resolutions of the General Assembly.
Executive members and the Chairman and Vice Chairman of the Board of Directors are paid within the scope of the policy determined for senior managers detailed below.
A fee may be paid in return for the services rendered by the members of the board of directors, provided that they are also employees at the same time, which is appropriate for their performances and positions, payments are made on a pro rata temporis basis, taking into consideration the dates of their assignment and leave, the expenses incurred by the members of the board of directors due to their contributions to the company (expenses such as travel, phone, insurance etc.) may be covered by the company.
The remuneration of senior managers consists of two separate parts: fixed and performancebased remuneration.
Our remuneration policy; remuneration and fringe benefits management are organised and implemented by taking into account criteria that are appreciating, rewarding and motivating fair, objective, competitive, and high performance.
In our remuneration policy, remuneration is based on the concepts of job size, performance, contribution to the job, knowledge/skills and competences, and it is sought to ensure intracompany and inter-company wage balance, competitiveness in the market, motivating employees and increasing their dedication and recruiting the labour force with appropriate competencies that will enable our company to achieve its targets.
The Job Family Model, which we implement within our company, is based on an objective system and fixed wages are determined by defining the roles in the organisation, basic responsibilities, knowledge/skills/experience and competencies and performance indicators.
Furthermore, with the performance-based wage (variable wage) management implemented in our company; it is sought to encourage our employees to display superior performance by rewarding success with annual and long-term incentive bonuses and to establish a fully targetoriented performance culture in our company, in order to support the realisation of our company's goals for creating a long-term sustainable value along with its financial success and achievement of business results above these goals.
In order to support remuneration management with additional benefits, "fringe benefits" are considered an important part of total award management, and the fringe benefits we provide as a company are in line with market conditions as well as being competitive and fair.
Eczacıbaşı Holding Chairperson Bülent Eczacıbaşı began his professional career in 1974, and held various positions in Eczacıbaşı Group companies. He also served in the management of a number of prominent business associations, including TÜSİAD, the Turkish Industry and Business Association, where he was Chairman of the Board (1991- 1993) and Chairman of the High Advisory Council (1997-2001); and the Turkish Pharmaceuticals Manufacturers' Association (İEİS), where he was Chairman of the Board (2000-2008). He serves as chairperson of several Eczacıbaşı Group companies. Bülent Eczacıbaşı continues to serve both TÜSİAD and İEİS as Honorary Chairman. He is also an Honorary Member of both the Foreign Economic Relations Board (DEİK) and Turkish Enterprise and Business Confederation (TÜRKONFED), and a member of the High Advisory Council of the Aegean Industry and Business Association (ESİAD).
Bülent Eczacıbaşı is also on the boards of various civic organizations. He is Chairman of the Board of Trustees of the Istanbul Modern Art Foundation, Chairman of the Board of Directors of the Istanbul Foundation for Culture and Arts (IKSV), and a member of the High Advisory Board of the Turkish Economic and Social Studies Foundation (TESEV), which he previously served as the Founding Chairman (1993-1997).
Bülent Eczacıbaşı graduated from the Department of Chemistry of the Imperial College of Science and Technology, London, and obtained his master's degree in chemical engineering from the Massachusetts Institute of Technology. He has received French and Italian awards of merit, respectively the "Chevalier dans l'Ordre National de la Légiond'Honneur" and "Commendatore dell'Ordine della Stella d'Italia".
Faruk Eczacıbaşı completed his higher education at Berlin Technical University and started his career in the Planning Department of Eczacıbaşı Holding in 1980. After working as a product officer at Eczacıbaşı İlaç Sanayi for a while, he held the position of Assistant General Manager in 1987 at Padeko İlaç Sanayi during its foundation and General Manager afterwards. In 1989, he founded Eczacıbaşı Bilgi İletişim A.Ş. and managed the "e-transformation" process of the Eczacıbaşı Group for many years.
Faruk Eczacıbaşı is the chairman of the Informatics Foundation of Turkey (TBV), which was established in 1995 with the vision of transforming Turkey into an information society. He works for the various research reports to be issued via TBV and forming the related policies.
In 1996, Mr. Eczacıbaşı held the position of Vice Chairman of the Board of Directors of Eczacıbaşı Holding and has been serving as Chairman and Vice Chairman of the Board of Directors in various Group companies. He has also been the President of Eczacıbaşı Sports Club since 1999.
Emin Fadıllıoğlu initiated his career in 1991 as Medical Doctor at Haydarpaşa Numune Hospital. In 1996, he joined Abbott Turkey as Marketing Trainee and progressed on different roles with increasing responsibilities. Between 2002 and 2005 he worked as Area Commercial Director - Abbott Diabetes Care for Asia Pacific & Japan based in Tokyo, and then between 2005 and 2008, as Division Vice President for Europe, Middle East, Africa & India based in Frankfurt, Germany. Between 2008 and 2012, Fadıllıoğlu worked as General Manager at Abbott Turkey. Then, he served as Vice President and General Manager at GSK Pharmaceuticals Turkey between 2012 and 2017.
Born in 1968, Emin Fadıllıoğlu received his graduate degree from Cerrahpasa Medical Faculty of İstanbul University in 1991 and his MBA degree from Marmara University in 1993.
İpek Güleç, completed her undergraduate education at Tufts University in 2006 with a double major in Quantitative Economics and International Relations.
She started her career as an Investment Banking Analyst at JPMorgan Chase's New York office in 2006. Here she worked on mergers and acquisitions and capital structuring of financial institutions.
Between 2007 and 2022, Ms. Güleç worked as Analyst, Expert, Senior Expert, Vice President and Director at Actera Group, a Türkiye-focused private equity fund management company.
Ms. Güleç has been serving as the Head of Eczacıbaşı Holding Investment Office since January 2023.
İhsan Rifat Öktem, born in 1949 in Alpullu (Kırıklareli), received his bachelor's degree from the now-known-as Anadolu University Faculty of Pharmacy. After working as a freelance pharmacist for a short time, he joined the Ministry of Health. He received his postgraduate science specialization at Ankara İTİA, his Pharmaceutical Technology Master's degree at Anadolu University Faculty of Pharmacy, and his PhD in Pharmaceutical Sciences Ankara University Faculty of Pharmacy.
Between 1978 and 1991, he worked as a specialist, branch manager, inspector, Chief inspector, General Manager, deputy undersecretary and deputy undersecretary in the Ministry of Health.
He was appointed as Ankara Representative of Eczacıbaşı Holding on 01.11.1991. He completed this duty on 31.01.2018 and retired.
He worked as a consultant in the same organization between 15.02.2018 and 30.06.2018.
Erol Ulukutlu, born in 1961 in Istanbul, received his bachelor's degree in 1985 and his master's
degree in Economics from Boğaziçi University in 1989.
Erol Ulukutlu, who also worked as a Project Assistant in the Department of Economics for two years during his university years, started his professional life as an Assistant Inspector at Türkiye İş Bankası in 1986. In 1990, he worked in the Treasury Planning Department at Körfez Bank. At the end of 1990, he joined Eczacıbaşı Holding as a specialist in the Budget Planning Department. He worked at Eczacıbaşı Group for 20 years between 1991-2011. During this period, he held the positions of the Chief of Budget Planning, Economic Research, Finance Manager and Finance Director at the Holding. Since 2005, he has been in the management of Eczacıbaşı Ekom Dış Ticaret Şirketi as a responsible Board member. Erol Ulukutlu took part in the Eczacıbaşı Construction Group Restructuring project in 2009 and held the position of CFO of the Construction Group in early 2010. Erol Ulukutlu left the Eczacıbaşı Group in 2011 and held the position of CFO at Kalyon İnşaat company in 2013-2014.
At the end of 2014, Erol Ulukutlu left his Corporate Governance responsibilities, and he has been supporting various companies as a Management Consultant since then.
In 2013-2014, he worked as a lecturer in Business Strategy and Finance at Aydın University. Erol Ulukutlu, one of the founders of the Corporate Risk Management Association, and after being a Board member of the Association for a long time, also served as the General Coordinator of the Association between 2015-2017. He speaks English and French.
I hereby declare that within framework of the legislation, the articles of association, and the criteria specified in the Corporate Governance Communiqué of the Capital Markets Board, I am a candidate for taking the office as an "independent member" in EİS Eczacıbaşı İlaç, Sınai ve Finansal Yatırımlar Sanayi ve Ticaret A.Ş. (Company), and within this scope;
(*) Signatures on the text have blackened as per the Legislation on Protection of Personal Data.
I hereby declare that within framework of the legislation, the articles of association, and the criteria specified in the Corporate Governance Communiqué of the Capital Markets Board, I am a candidate for taking the office as an "independent member" in EİS Eczacıbaşı İlaç, Sınai ve Finansal Yatırımlar Sanayi ve Ticaret A.Ş. (Company), and within this scope;
(*) Signatures on the text have blackened as per the Legislation on Protection of Personal Data.
It has been decided by the Board of Directors on January 9, 2025, to set the validity period of the current registered capital ceiling of 1,920,000,000 TRY as from 2025 to 2029, to apply to the Capital Markets Board and the Ministry of Trade for the amendment of the 7th article of the Articles of Association titled 'Registered Capital,' and to submit the Articles of Association amendment for approval by the shareholders at the first general assembly meeting, following the receipt of the necessary permits and approvals.
The draft amendment to the Articles of Association, which was approved by the Capital Markets Board on January 10, 2025, and by the Ministry of Trade of the Republic of Turkey on January 27, 2025, will be submitted for approval by our shareholders under the 12th item of the General Assembly Agenda. The proposed amendment is outlined below.
| hundred sixty thousand) has been paid up | hundred sixty thousand) has been paid up |
|---|---|
| in cash free from collusion. | in cash free from collusion. |
| The issued capital of the Company has | The issued capital of the Company has |
| been divided into 68,526,000,000 shares | been divided into 68,526,000,000 shares |
| with a nominal value of 1 kurus. | with a nominal value of 1 kurus. |
| The shares representing the capital are | The shares representing the capital are |
| tracked | tracked |
| in | in |
| dematerialized | dematerialized |
| form | form |
| in | in |
| accordance | accordance |
| with | with |
| dematerialization | dematerialization |
| principles. | principles. |
| The | The |
| capital | capital |
| of | of |
| the | the |
| company | company |
| can | can |
| be | be |
| increased or decreased according to the | increased or decreased according to the |
| provisions of the Turkish Commercial Code | provisions of the Turkish Commercial Code |
| and | and |
| the | the |
| Capital | Capital |
| Market | Market |
| Code, | Code, |
| when | when |
| necessary. | necessary. |
| The Board of the Directors is authorized to | The Board of the Directors is authorized to |
| increase the issued capital as much as | increase the issued capital as much as |
| permitted authorized capital ceiling when it | permitted authorized capital ceiling when it |
| deems | deems |
| necessary | necessary |
| in | in |
| accordance | accordance |
| with | with |
| provisions of the Capital | provisions of the Capital |
| Markets Board and issue a board resolution | Markets Board and issue a board resolution |
| in matters regarding the limitation of the | in matters regarding the limitation of the |
| shareholders' right to acquire new shares | shareholders' right to acquire new shares |
| and the issuance of shares with premium | and the issuance of shares with premium |
| and issuance of shares below their nominal | and issuance of shares below their nominal |
| value. The power to limit the right of buying | value. The power to limit the right of buying |
| new shares cannot be used so as to cause | new shares cannot be used so as to cause |
inequity among the shareholders.
inequity among the shareholders.
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