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EGM - Registration Process of the 2024 Ordinary General Assembly

Company: GÖLTAŞ GÖLLER BÖLGESİ ÇİMENTO SANAYİ VE TİCARET A.Ş. Date: 2025-05-12 Language: English Register to download
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#### **GÖLTAŞ GÖLLER BÖLGESİ ÇİMENTO SANAYİ VE TİCARET A.Ş. 2024 ORDINARY GENERAL ASSEMBLY INFORMATION DOCUMENT**

#### **1- ANNOUNCEMENT OF INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING 30.04.2025**

#### **Istanbul Trade Registry Office - Trade Registry No: 640250**

The Ordinary General Assembly Meeting of our Company for the fiscal year 2024 will be held on Wednesday, April 30, 2025 at 15.00 at the address "Bayıldım Cad. No:2 Swissotel The Bosphorus Mimosa Hall (34357) Beşiktaş/İstanbul" on Wednesday, April 30, 2025 at 15.00.

Our shareholders may attend the Ordinary General Assembly Meeting either physically or electronically, in person or through their representatives. Participation in the meeting via electronic means is only possible with the use of secure electronic signatures by the shareholders or their representatives. Therefore, shareholders or their representatives who intend to carry out transactions in the electronic general assembly system ("EGKS") must have a secure electronic signature and be registered with the Central Registry Agency ("MKK") through the "e-Investor: Investor Information Centre."

Furthermore, shareholders or their representatives who wish to participate in the meeting electronically must fulfil their obligations in accordance with the provisions of the Regulation on General Assembly Meetings of Joint Stock Companies to be Held Electronically, published in the Official Gazette dated 28 August 2012 and numbered 28395, and the Communiqué on the Electronic General Assembly System to be Applied in General Assembly Meetings of Joint Stock Companies, published in the Official Gazette dated 29 August 2012 and numbered 28396.

Shareholders who will not be able to attend the meeting either physically or electronically must prepare their powers of attorney in accordance with the sample provided below by fulfilling the requirements set out in the Capital Markets Board Communiqué No. II-30.1 on Voting by Proxy and Proxy Solicitation. The powers of attorney must either bear a notarised signature or be accompanied by a signed statement of signature issued in the presence of a notary public. A sample power of attorney can be obtained from the Company's headquarters and the Company's website at [www.goltas.com.tr.](http://www.goltas.com.tr/) Shareholders who wish to attend the General Assembly Meeting in person in a physical setting may exercise their rights concerning their shares registered in the "Shareholders List" maintained in the Central Registry Agency (MKK) system by presenting their identification. Powers of attorney that do not comply with the mandatory format specified in the aforementioned Communiqué and attached hereto will not be accepted.

Shareholders who will attend the General Assembly Meeting electronically via the Electronic General Assembly System may obtain information on the procedures and principles regarding attendance, appointment of representatives, making proposals, expressing opinions, and voting from the Central Registry Agency's website at [https://www.mkk.com.tr.](https://www.mkk.com.tr/)

Our Company's Consolidated Financial Statements for the 2024 financial year, the Board of Directors' Annual Report, the Independent Audit Report, the Board of Directors' Proposal on Profit Distribution, and the General Assembly Information Document will be made available for the examination of our esteemed shareholders at the Company headquarters, on the Company's website at www.goltas.com.tr, and on the Electronic General Assembly System of the Central Registry Agency at least three weeks before the General Assembly Meeting, within the statutory period.

Respectfully submitted for the information of our esteemed shareholders.

Yours faithfully,

## **GÖLTAŞ GÖLLER BÖLGESİ ÇİMENTO SANAYİ VE TİCARET A.Ş.**

**Board of Directors**

#### **GÖLTAŞ GÖLLER BÖLGESİ ÇİMENTO SANAYİ VE TİCARET A.Ş.**

## **AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING FOR THE 2024 FINANCIAL YEAR**

1. Opening, formation of the meeting chairmanship, and a moment of silence,

2. Reading and discussion of the Board of Directors' Annual Report for the accounting period of 01.01.2024 – 31.12.2024,

3. Reading of the summary of the Independent Auditor's Report for the accounting period of 01.01.2024 – 31.12.2024,

4. Reading, discussion, and approval of the Balance Sheet and Profit and Loss Accounts for the accounting period of 01.01.2024 – 31.12.2024,

5. Discussion and resolution of the Board of Directors' proposal regarding the distribution of profit for the 2024 financial year,

6. Discussion and resolution on the release of the members of the Board of Directors from liability for their activities and transactions during the accounting period of 01.01.2024 – 31.12.2024,

7. Discussion and resolution on the appointment of the Independent Audit Firm selected by the Board of Directors in accordance with the provisions of the Turkish Commercial Code, the Capital Markets Board, and the Public Oversight, Accounting and Auditing Standards Authority regulations,

8. Determination of the remuneration for the members of the Board of Directors for the year 2025,

9. Informing the shareholders about the donations and grants made during the accounting period of 01.01.2024 – 31.12.2024 and discussion and resolution of the Board of Directors' proposal on the upper limit for donations to be made during the accounting period of 01.01.2025 – 31.12.2025,

10. Resolution to authorise the members of the Board of Directors to conduct transactions within or outside the scope of the Company's business, on their own behalf or on behalf of others, and to become partners in companies engaging in such transactions, in accordance with Articles 395 and 396 of the Turkish Commercial Code,

11. Informing the shareholders, within the framework of the Capital Markets Board regulations, about the guarantees, pledges, and mortgages provided by the Company in favour of third parties during the 2024 financial year and the income or benefits obtained therefrom,

12. Closing.

#### **2- ADDITIONAL DISCLOSURES WITHIN THE SCOPE OF CAPITAL MARKETS BOARD REGULATIONS**

**2.1.** *Total number of shares and voting rights reflecting the shareholding structure of the partnership as of the date of the disclosure, if there are privileged shares in the company's capital, the number of shares and voting rights representing each privileged share group and the nature of the privileges.*

The issued capital of the Company is 18.000.000.-TL (Eighteen million Turkish Liras) and this capital amount is divided into 1.800.000.000 (One billion eight hundred million) shares with a nominal value of 1 Kuruş (One Kurus) each and all of them have been paid in full. 4,200,000 (Four million two hundred thousand) of the shares are divided into Group A registered shares which are not traded on the stock exchange and 1,795,800,000 (One billion seven hundred ninety five million eight hundred thousand) Group B bearer shares which are traded on the stock exchange

*Total number of shares and voting rights reflecting the shareholding structure of our Company as of 03/04/2025, the date this Information Document was announced;* 

| Name/Title of Shareholder | Share in Capital<br>(TL) | Share in Capital<br>Rate (%) | Proportion of<br>Voting Rights<br>(%) |
|---------------------------|--------------------------|------------------------------|---------------------------------------|
| Göl Yatırım Holding A.Ş.  | 5.529.596,90             | 30,72                        | 31,62                                 |
| Ismail Tarman             | 1.510.561,75             | 8,39                         | 8,13                                  |
| Other                     | 10.959.841,35            | 60,89                        | 60,25                                 |
|                           | 18.000.000,00            | 100                          | 100                                   |

Pursuant to Article 7 of the Company's Articles of Association, all members of the Board of Directors, except for the independent members, must be elected from among the candidates to be nominated by the majority of Group A shareholders.

According to Article 19 of the Company's Articles of Association, shareholders or their proxies present at both ordinary and extraordinary meetings of the General Assembly shall exercise their voting rights in proportion to the total nominal value of their shares. Shareholders holding Group A shares or their proxies shall have 15 (fifteen) voting rights for each share, and shareholders holding Group B shares or their proxies shall have 1 (one) voting right for each share.

#### *2.2. Information on the changes in the management and operations of the company and its subsidiaries that occurred in the previous accounting period or planned for the future accounting periods that will significantly affect the operations of the company and the reasons for these changes.*

The Company and its subsidiaries have no management and operational changes that have taken place in the previous accounting period or are planned for the future accounting periods that will significantly affect the Company's activities.

On the other hand, material event disclosures made by our Company within the scope of the relevant legislation are available on our website [www.goltas.com.tr.](http://www.goltas.com.tr/) 

## *2.3. Requests submitted in writing to the Investor Relations Department by the shareholders of the company for the inclusion of items on the agenda, and in cases where the board of directors does not accept the agenda proposals of the shareholders, the rejected proposals and the reasons for rejection.*

The request to add an item to the agenda submitted to the Investor Relations Department by the shareholders named Zihni Öksüz, Sezer Demir and Fatih Kılıç was not taken into consideration as it belongs to the shareholders constituting at least one twentieth of the capital within the framework of Article 411 of the Turkish Commercial Code and their shareholding in the company is below this ratio.

*2.4. If the agenda of the general assembly meeting includes dismissal, replacement or election of board members, information on the grounds for dismissal and replacement, the backgrounds of the persons whose candidacy for board membership has been submitted to the partnership, the duties they have carried out in the last ten years and the reasons for their departure, the nature and materiality level of their relationship with the partnership and related parties of the partnership, whether they have the qualifications of independence, and similar issues that may affect the activities of the partnership in case these persons are elected as board members*

There is no board member election on the agenda.

## *2.5. In case there is an amendment to the articles of association on the agenda, the old and new versions of the amendments to the articles of association together with the relevant board resolution;*

There is no amendment to the articles of association on the agenda.

#### **3- OUR EXPLANATIONS REGARDING THE AGENDA ITEMS OF THE ORDINARY GENERAL ASSEMBLY MEETING DATED 30.04.2025**

## **1. Opening and election of the Meeting Chair**

Within the framework of 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 Ministry Representatives to be present at these Meetings" (Regulation), the election of the Meeting Chairmanship to manage the General Assembly Meeting will be carried out within the framework of the provisions of Article 7 of the Company's General Assembly Internal Directive.

## **2. Reading and discussion of the Board of Directors' Annual Report for the accounting period of 01.01.2024-31.12.2024,**

The Annual Report of the Board of Directors for the fiscal year 2024, including the Corporate Governance Principles Compliance Report, which was made available for the review of our shareholders at our Company's headquarters, on the Company's website at [www.goltas.com.tr,](http://www.goltas.com.tr/) on the Public Disclosure Platform and on the E-General Assembly System of the Central Registry Agency, 3 weeks prior to the General Assembly meeting, within the framework of the Turkish Commercial Code, the Regulation and the Capital Markets Law and the relevant regulations, will be read at the Ordinary General Assembly Meeting and submitted to the opinion of our shareholders.

**3. Reading the summary of the Independent Audit Company report for the accounting period of 01.01.2024-31.12.2024,**

The Summary of the Independent Audit Report for the accounting period 01.01.2024 - 31.12.2024, which was made available for the review of our shareholders at our Company's headquarters, on the Company's website at [www.goltas.com.tr,](http://www.goltas.com.tr/) on the Public Disclosure Platform and on the E-General Assembly System of the Central Registry Agency, 3 weeks prior to the General Assembly Meeting, within the framework of the TCC, the Regulation and the Capital Markets Law and the relevant regulations, will be read at the Ordinary General Assembly Meeting and submitted to the opinion of our shareholders.

## **4. Reading, discussion and approval of the Balance Sheet and Profit and Loss accounts for the accounting period of 01.01.2024-31.12.2024,**

Within the framework of the TCC, the Regulation and the Capital Markets Law and the relevant regulations, the Financial Statements for the year 2024, which are made available for the review of our shareholders at our Company's headquarters, on the Company's website at [www.goltas.com.tr,](http://www.goltas.com.tr/) on the Public Disclosure Platform and on the E-General Assembly System of the Central Registry Agency 3 weeks prior to the General Assembly meeting, will be read at the Ordinary General Assembly Meeting and submitted for the opinion and approval of our shareholders.

#### **5. Discussing and resolution of the Board of Directors proposal regarding the distribution of profit for the 2024 financial year,**

The Board of Directors' dividend distribution proposal for the year 2024 will be discussed, and the Board of Directors' dividend distribution proposal for the year 2024 dated April 3, 2025 and numbered 2025/11 will be read at the Ordinary General Assembly Meeting and submitted to the shareholders for their opinion and approval. The Board of Directors' proposal for the distribution of the profit for the year 2024 and the proposed Dividend Distribution Table are included in **(Annex: 1).**

## **6. Discussing and resolution on the release of the members of the Board of Directors from liability for their activities and transactions during the accounting period of 01.01.2024 – 31.12.2024,**

In accordance with the provisions of the TCC and the relevant Regulation in force, the release of the members of the Board of Directors for the activities, transactions and accounts of 2024 will be submitted to the approval of the General Assembly.

#### **7. Discussion and resolution on the appointment of the Independent Audit Firm selected by the Board of Directors in accordance with the provisions of the Turkish Commercial Code, the Capital Markets Board, and the Public Oversight, Accounting and Auditing Standards Authority regulations,**

Taking into consideration the assessments made by the Audit Committee, the Board of Directors' resolution dated 03.04.2025 and numbered 2025/13 regarding the selection of BDO Denet Bağımsız Denetim ve Danışmanlık A.Ş. as the independent audit company for the audit of the financial reports of our Company for the year 2025 in accordance with the principles determined in accordance with the Turkish Commercial Code No. 6102 and the Capital Markets Law No. 6362 and for the execution of other activities within the scope of the relevant regulations in the aforementioned laws and to submit this matter to the approval of our shareholders at the Ordinary General Assembly Meeting of our Company for the year 2024 will be submitted to the approval of our shareholders.

## **8. Determination of the remuneration for the members of the Board of Directors for the year 2025,**

The remuneration to be paid to the members of the Board of Directors for the year 2025 will be determined by taking into consideration the provisions of the TCC and the relevant Regulations and the provisions of the Company's Articles of Association.

### **9. Informing the shareholders about the donations and grants made during the accounting period of 01.01.2024 – 31.12.2024 and discussion and resolution of the Board of Directors' proposal on the upper limit for donations to be made during the accounting period of 01.01.2025 – 31.12.2025**

Within the scope of this article, the General Assembly will be informed about the donations made in 2024 in accordance with the regulations of the Capital Markets Board.

Within the framework of the Capital Markets Legislation and the Articles of Association of our Company; the proposal of the Board of Directors dated 03.04.2025 and numbered 2025/12 regarding the determination of the upper limit of the total amount of donations to be made by our Company in the 01.01.2025 - 31.12.2025 activity year as 1% of the revenue amount in the last annual consolidated financial statements was decided to be proposed for the approval of the shareholders.

## **10. Resolution to authorise the members of the Board of Directors to conduct transactions within or outside the scope of the Company's business, on their own behalf or on behalf of others, and to become partners in companies engaging in such transactions, in accordance with Articles 395 and 396 of the Turkish Commercial Code**

It is only possible for the members of the Board of Directors to carry out transactions within the framework of Article 395 titled "Prohibition of Transactions with the Company and Borrowing Money from the Company" and Article 396 titled "Prohibition of Competition" of the TCC only with the approval of the General Assembly. In order to fulfill the requirements of these regulations, the issue of granting the said permissions will be submitted to the approval of our shareholders at the Ordinary General Assembly Meeting.

## **11. Informing the shareholders, within the framework of the Capital Markets Board regulations, about the guarantees, pledges, and mortgages provided by the Company in favour of third parties during the 2024 financial year and the income or benefits obtained therefrom,**

Pursuant to Article 12 of the Capital Markets Board's Corporate Governance Communiqué No. II-17.1, shareholders will be informed about the guarantees, pledges, mortgages and sureties given by our Company in favor of third parties and the income or benefits derived therefrom. This item is not put to vote and is included in the agenda only for the purpose of informing the General Assembly.

# **12. Closing**

#### **Annexes**

**Annex:1** The Board of Directors' Proposal for the Distribution of 2024 Profit and the Proposed Dividend Distribution Table can be followed at [www.goltas.com.tr;](http://www.goltas.com.tr/) [www.kap.gov.tr](http://www.kap.gov.tr/).

| GÖLTAŞ GÖLLER BÖLGESİ ÇİMENTO SANAYİ VE TİCARET A.Ş.<br>2024 Dividend Distribution Table (TL) |                                                                                                                                                                                |                         |                                    |  |  |  |  |  |
|-----------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------|------------------------------------|--|--|--|--|--|
| 1.                                                                                            | Paid-in / Issued Capital*                                                                                                                                                      | 18.000.000,00           | 18.000.000,00                      |  |  |  |  |  |
| 2.                                                                                            | General Legal Reserves (According to<br>Legal Records)**                                                                                                                       | 62.181.081,99           | 62.181.081,99                      |  |  |  |  |  |
|                                                                                               | If there is a privilege in dividend distribution according to the Articles of<br>Association, information on such privilege : There is no privilege in profit<br>distribution. |                         |                                    |  |  |  |  |  |
|                                                                                               |                                                                                                                                                                                | According to<br>the CMB | Legal Records<br>According to (AC) |  |  |  |  |  |
| 3.                                                                                            | Profit for the Period                                                                                                                                                          | 1.099.522.237,00        | 581.712.134,46                     |  |  |  |  |  |
| 4.                                                                                            | Taxes Payable (-)                                                                                                                                                              | 497.732.093,00          | 111.157.105,20                     |  |  |  |  |  |
| 5.                                                                                            | Net Profit for the Period (=)                                                                                                                                                  | 601.790.144,00          | 470.555.029,26                     |  |  |  |  |  |
| 6.                                                                                            | Retained Earnings (-)                                                                                                                                                          | 0,00                    | 0,00                               |  |  |  |  |  |
| 7.                                                                                            | General Legal Reserves (-)                                                                                                                                                     | 0,00                    | 0,00                               |  |  |  |  |  |
| 8.                                                                                            | NET DISTRIBUTABLE PROFIT FOR THE<br>PERIOD (=)                                                                                                                                 | 601.790.144,00          | 470.555.029,26                     |  |  |  |  |  |
|                                                                                               | Dividend Advances Distributed During the<br>Year(-)                                                                                                                            | 0,00                    | 0,00                               |  |  |  |  |  |
|                                                                                               | Net Distributable Profit/Loss for the Period<br>Net of Dividend Advances                                                                                                       | 601.790.144,00          | 470.555.029,26                     |  |  |  |  |  |
| 9.                                                                                            | Donations made during the year (+)                                                                                                                                             | 2.223.504,75            | 2.223.504,75                       |  |  |  |  |  |
|                                                                                               | Net Distributable Profit for the Period                                                                                                                                        |                         |                                    |  |  |  |  |  |
| 10.                                                                                           | Adding Donations                                                                                                                                                               | 604.013.648,75          | 472.778.534,01                     |  |  |  |  |  |
| 11.                                                                                           | First Dividend to Shareholders                                                                                                                                                 | 70.916.780,10           | 70.916.780,10                      |  |  |  |  |  |
|                                                                                               | - Cash                                                                                                                                                                         | 70.916.780,10           | 70.916.780,10                      |  |  |  |  |  |
|                                                                                               | - Free of charge                                                                                                                                                               | 0,00                    | 0,00                               |  |  |  |  |  |
|                                                                                               | - Total<br>Dividends Distributed to Privileged                                                                                                                                 | 70.916.780,10           | 70.916.780,10                      |  |  |  |  |  |
| 12.                                                                                           | Shareholders                                                                                                                                                                   | 0,00                    | 0,00                               |  |  |  |  |  |
| 13.                                                                                           | Other Dividends Distributed                                                                                                                                                    | 32.148.940,31           | 32.148.940,31                      |  |  |  |  |  |
|                                                                                               | - Board Members,                                                                                                                                                               | 12.055.852,62           | 12.055.852,62                      |  |  |  |  |  |
|                                                                                               | - Employees,<br>- To Persons Other Than                                                                                                                                        | 20.093.087,70           | 20.093.087,70                      |  |  |  |  |  |
|                                                                                               | Shareholders,                                                                                                                                                                  | 0,00                    | 0,00                               |  |  |  |  |  |
| 14.                                                                                           | Dividends Distributed to Beneficial<br>Shareholders                                                                                                                            | 0,00                    | 0,00                               |  |  |  |  |  |
| 15.                                                                                           | Second Dividend to Shareholders                                                                                                                                                | 19.083.219,90           | 19.083.219,90                      |  |  |  |  |  |
| 16.                                                                                           | General Legal Reserves                                                                                                                                                         | 12.124.894,03           | 12.124.894,03                      |  |  |  |  |  |
| 17.                                                                                           | Status Reserves                                                                                                                                                                | 40.186.175,39           | 40.186.175,39                      |  |  |  |  |  |
| 18.                                                                                           | Special Reserves                                                                                                                                                               | 0,00                    | 0,00                               |  |  |  |  |  |
| 19.                                                                                           | EXTRAORDINARY RESERVE                                                                                                                                                          | 427.330.134,27          | 296.095.019,52                     |  |  |  |  |  |
| 20.                                                                                           | Other Resources Proposed to be<br>Distributed                                                                                                                                  | 0,00                    | 0,00                               |  |  |  |  |  |
|                                                                                               |                                                                                                                                                                                |                         |                                    |  |  |  |  |  |

\* Amount is registered nominal capital.

\*\*Amount is the nominal general legal reserve amount in the statutory records.

#### **DIVIDEND RATES TABLE**

|     | GROUP |            | TOTAL DIVIDENDS DISTRIBUTED-CASH(TL)-<br>NET | TOTAL<br>DIVIDENDS<br>DISTRIBUTED /<br>NET<br>DISTRIBUTABLE<br>PROFIT FOR THE<br>PERIOD | DIVIDEND CORRESPONDING<br>TO A SHARE WITH A<br>NOMINAL VALUE OF TL 1 |          |
|-----|-------|------------|----------------------------------------------|-----------------------------------------------------------------------------------------|----------------------------------------------------------------------|----------|
|     |       | CASH (TL)  | FREE (TL)                                    | RATE (%)                                                                                | AMOUNT (TL)                                                          | RATE (%) |
|     |       |            |                                              |                                                                                         |                                                                      |          |
| NET |       |            |                                              |                                                                                         |                                                                      |          |
|     | TOTAL | 76.500.000 | 0,00                                         | 12,71%                                                                                  | 4,25                                                                 | 425,00%  |

**Annex:2** 2024 Financial Statements, Board of Directors' Annual Report and Independent Audit Report can be followed from [www.goltas.com.tr;](http://www.goltas.com.tr/) [www.kap.gov.tr](http://www.kap.gov.tr/).

**Annex:3** Proposal for the Selection of the Independent Audit Company for 2024 can be followed from [www.goltas.com.tr;](http://www.goltas.com.tr/) [www.kap.gov.tr](http://www.kap.gov.tr/).

**Annex: 4** Power of Attorney Sample can be followed from [www.goltas.com.tr;](http://www.goltas.com.tr/) [www.kap.gov.tr](http://www.kap.gov.tr/).