Pre-Annual General Meeting Information • May 9, 2025
Pre-Annual General Meeting Information
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The Ordinary General Assembly Meeting of our Company for the fiscal year 2024 will be held on 18/04/2025 at 12:30 at Point Hotel Barbaros Silver Meeting Hall located at Esentepe, Yıldız Posta Street No: 29 Postcode: 34394 Sisli / Istanbul with the following agenda.
2024 Annual Report of the Board of Directors and the accompanying Corporate Governance Principles Compliance Report, Financial Statements for the year 2024, Independent Audit Report for the year 2024, Board of Directors' proposal for dividend distribution for the year 2024 and the Information Document containing the agenda items and the explanations required for compliance with the Capital Markets Board regulations will be made available for shareholders' review at the Company headquarters, on the Company's corporate website at https://www.tabgida.com.tr/, on the Public Disclosure Platform and on the Electronic General Assembly System of the Central Registry Agency within the legal period of three weeks prior to meeting.
Pursuant to Article 1527 of the Turkish Commercial Code No. 6102, our shareholders will be able to attend the General Assembly in person or participate and vote electronically.
The "Shareholders List" regarding the right holders and their representatives attending the meeting is taken from the Electronic General Assembly System before the meeting starts. The "List of Shareholders" is used for the formation of the list of attendees. The control of whether the persons who physically come to the meeting hall to attend the Ordinary General Assembly Meeting are shareholders or their representatives will be made through the aforementioned list.
Electronic participation in the meeting is only possible if the shareholders or their representatives have an Electronic Signature Certificate. For this reason, shareholders who will make Electronic General Assembly System transactions must first have an Electronic Signature Certificate and register with MKK's e-Investor: Investor Information Shareholders or their representatives who do not register with the Investor Information Center and do not have secure electronic signatures will not able to participate in the general assembly meeting electronically via EGAS
Our shareholders or their proxies who wish to attend the meeting electronically must complete their transactions 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 28.08.2012 and numbered 28395 and the "Communiqué on the Electronic General Assembly System to be applied in the General Assembly Meetings of Joint Stock Companies" published in the Official Gazette dated 29.08.2012 and numbered 28396. Otherwise, it will not be possible for them to participate in the meeting electronically.
Shareholders who will not be able to attend the meeting in person, as well as shareholders who will participate electronically through the Electronic General Assembly System, are organize their powers of attorney in accordance with the legislation, or to obtain the proxy form from our Company's head office located at Dikilitaş Mah. Emirhan Cad. No:109, Kat:2-3,D:2-3 Beşiktaş / İstanbul or from our Company's website athttps://www.tabgida.com.tr/ and to comply with the provisions stipulated in the Communiqué on Voting by Proxy and Proxy Solicitation (II-30.1) published by the Capital Markets Board in the Official Gazette dated 24.12.2013 and numbered 28862. Proxies that do not comply with the mandatory sample provided on our website and are not notarized will not be accepted due to our legal liability. Provided that it complies with the principles set forth in the Communiqué, in the event that a proxy is appointed through the Electronic General Assembly System within the framework of the regulations of the Central Registry Agency, the attached power of attorney is not required to be used. Shareholders with voting rights may appoint a proxy through the Electronic General Assembly System or by having the signature on the proxy form issued physically approved.
Our shareholders who will participate in the General Assembly electronically through the Electronic General Assembly System can obtain information about the procedures and principles regarding participation, appointment of representatives, making proposals, expressing opinions and voting from the website of the Central Registry Agency at www.mkk.com.tr.
Pursuant to Article 415, Paragraph 4 of the Turkish Commercial Code (TCC) No. 6102 and Article 30, Paragraph 1 of the Capital Markets Law, the right to attend and vote at the general assembly cannot be conditioned on the deposit of share certificates. Therefore, there is no need for our shareholders who will attend the general assembly to have their shares blocked at the Central Registry Agency (CRA).
However, our shareholders who do not want their identities and the information regarding the shares in their accounts to be notified to our Company and therefore such information cannot be seen by our Company, should apply to the intermediary institutions where their accounts are held and ensure that the "restriction" preventing the notification of their identities and the information regarding the shares in their accounts to our Company is removed at the latest one day before the date of the Ordinary General Assembly Meeting, if they wish to participate in the General Assembly Meeting. Our shareholders who do not ensure the removal of the restriction will not be able to participate in the Ordinary General Assembly Meeting of our Company.
Since the Ordinary General Assembly Meeting will be held electronically, our esteemed shareholders are kindly requested to be present at the meeting place before the meeting time in order for the meeting to start on time.
Of the additional disclosures required to be made pursuant to the Capital Markets Board's "Corporate Governance Communiqué" (II-17.1), those related to the agenda item have been made in the next section, and our general disclosures are presented for your information in this section.
The issued capital of the Company within the registered capital ceiling of 1.100.000.000.-TL is fully paid and issued capital 261.292.000.-TL. The issued capital is divided into 261,292,000 shares, each with a nominal value of TL 1.
Pursuant to Article 11 of the Company's Articles of Association, the privilege granted to Group (A) shareholders is as follows Half of the members of the Company's Board of Directors shall be elected from among the candidates nominated by Group (A) shareholders with the quorums specified in the Turkish Commercial Code and Capital Markets Law. In the event that half of the number of members of the Board of Directors is a fractional number, the fraction shall be rounded downwards to the nearest whole number.
The Board of Directors elects a chairman from among its members and at least one vice chairman to act in his/her absence. The Chairman of the Board of Directors and the Vice Chairman of the Board of Directors shall be elected from among the members of the Board of Directors nominated by Group (A) shareholders.
In addition, the privilege granted to Group (A) shareholders pursuant to Article 16.2 of the Articles of Association of the company is as follows:
At the General Assembly meetings, the shareholder or his/her proxies who are present have 5 (five) votes for each Group (A) share and 1 (one) vote for each Group (B) share. In voting, the regulations in the capital markets legislation shall be complied with.
| PARTNER'S TRADE NAME SURNAME |
GROUP | SHARE IN CAPITAL (TL) |
SHARE IN CAPITAL (%) |
|---|---|---|---|
| TFI TAB GIDA YATIRIMLARI ̇M ŞI ̇RKETI ANONI |
A | 40.000.000 | %15,31 |
| TFI TAB GIDA YATIRIMLARI ̇M ŞI ̇RKETI ANONI |
B | 168.792.000 | %64,60 |
| Public Portion | B | 52.500.000 | %20,09 |
| TOTAL | 261.292.000 | %100,00 |
The shareholding structure of our Company is presented in the table below:
2. Information on Changes in the Management and Operations of the Company and its Subsidiaries that have occurred in the Previous Accounting Period or are planned for the
There are no changes in the management and operations of the Company that will significantly affect its operations.
In addition, material event disclosures made by our company within the scope of the relevant legislation can be accessed on our corporate website athttps://www.tabgida.com.tr/ and on the Public Disclosure Platform at www.kap.org.tr.
3. If there is dismissal, replacement or election of the members of the Board of Directors in the agenda of the General Assembly Meeting, The grounds for dismissal and replacement, the resumes of the persons whose candidacy for membership of the Board of Directors has been communicated to the Incorporation, the duties they have carried out in the last ten years and the reasons for their departure, the nature and significance level of their relationship with the Incorporation and the related parties of the Incorporation, whether they have the quality of independence and similar issues that may affect the activities of the Incorporation in case these persons are elected as members of the Board of Directors:
There is no dismissal, replacement or election of the members of the Board of Directors on the agenda of the General Assembly.
4. Requests submitted in writing to the Investor Relations Department by the Company's shareholders for the inclusion of items on the agenda, and in cases where the Board of Directors does not accept the shareholders' agenda proposals, the rejected proposals and the reasons for rejection:
No such request has been submitted for the planned Ordinary General Assembly meeting.
5. In case there is an amendment to the Articles of Association on the agenda, Old and New Forms of the Amendments to the Articles of Association together with the relevant Board of Directors Decision:
There are no amendments to the articles of association at the planned Ordinary General Assembly meeting.
The election of the Chairman of the Meeting who will manage the General Assembly meeting shall be made within the framework of the Turkish Commercial Code No. 6102 ("TCC"), the Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Regulation on the Ministry Representatives to be present at these Meetings ("Regulation") and the General Assembly Internal Directive. The Meeting Chairman shall appoint a Vote Collector and a Minutes Clerk in accordance with the General Assembly Internal Directive.
The Annual Report will be presented to our shareholders for their opinion and approval by providing information about the Annual Report for the year 2024, which was made available for the review of our shareholders at our Company Headquarters, on the Electronic General Assembly portal (EGAS) of the CRA and on our Company's corporate website at https://www.tabgida.com.tr/ at least 3 weeks prior to the date of the General Assembly meeting, within the framework of the Turkish Commercial Code, the Regulation and the Capital Markets Law and related regulations.
The General Assembly will be informed about the Independent Audit Report, which is made available for the review of our shareholders at least 3 weeks prior to the date of the General Assembly meeting at the Company Headquarters, on the Electronic General Assembly portal (EGAS) of the CRA and on our Company's corporate website at https://www.tabgida.com.tr/ within the framework of the Turkish Commercial Code, the Regulation and the Capital Markets Law and related regulations.
The shareholders will be informed about the financial statements, which are made available for the review of our shareholders at the headquarters of our Company, on the electronic general assembly portal (EGAS) of CRA and on our website https://www.tabgida.com.tr/ at least 3 weeks prior to the date of the General Assembly Meeting within the framework of the provisions of the relevant legislation of the Capital Markets Board and the provisions of the Turkish Commercial Code and the Regulation, and will be submitted to the discussion and approval of our shareholders at the General Assembly.
The Board of Directors' Dividend Distribution Proposal and Dividend Distribution Table for the year 2024, which were submitted to the examination of our esteemed shareholders at our Company's headquarters, on the electronic general assembly portal of the CRA and on our websitehttps://www.tabgida.com.tr/ 3 weeks prior to the date of the General Assembly Meeting within the framework of the provisions of the relevant legislation of the Capital Markets Board and the provisions of the Turkish Commercial Code and the Regulation, will be submitted to the approval of the General Assembly in the annex (Annex-1) .
The release of all members of the Board of Directors who served in the 2024 activity year for the Company's activities in 2024 will be submitted to the approval of the General Assembly within the framework of the provisions of the TCC and the Regulation.
The remuneration of the Company's Board Members and Independent Board Members will be determined and submitted to the approval of the General Assembly.
It is only possible for our Board Members to carry out transactions within the framework of the first paragraph of Article 395 titled "Prohibition of Transactions with the Company and Borrowing to the Company" and Article 396 titled "Prohibition of Competition" of the TCC only with the approval of the General Assembly. It is only possible with the approval of the General Assembly. In order to fulfill the requirements of these regulations, granting such permission to the members of the Board of Directors will be submitted to the approval of our shareholders at the General Assembly.
In accordance with the Turkish Commercial Code and the Capital Market Law, the Independent Audit Firm selected by the Board of Directors in consultation after with the Audit Committee will be submitted to the General Assembly for approval.
10- Discussion and decision on the approval of the Independent Audit Firm selected by the Board of Directors for the purpose of conducting the assurance audit of the sustainability reports of our Company for the 2024 and 2025 accounting period and carrying out other activities within the framework of the relevant regulations,
Pursuant to the Turkish Commercial Code, the regulations of the public oversight, accounting and auditing standards authority and other relevant legislation, the Independent Audit Firm selected by the Board of Directors, taking into consideration the opinions of the Audit Committee, for the purpose of conducting the assurance audit of the sustainability reports of our Company for the 2024 and 2025 accounting periods and carrying out other activities within the framework of the relevant regulations, will be submitted to the approval of the General Assembly.
In accordance with CMB regulations, information will be provided on the donations and grants made by the Company in 2024 and the upper limit for donations to be made in 2025 will be determined.
Pursuant to Article 12 of the Corporate Governance Communiqué No. II-17.1 of the Capital Markets Board, the guarantees, pledges, mortgages and sureties given by our Company and/or its subsidiaries in favor of third parties, and the income or benefits obtained, must be included as a separate item on the agenda of the ordinary general assembly meeting, and the General Assembly will be informed on this matter.
Pursuant to Article 1.3.6 of the CMB's mandatory "Corporate Governance Communiqué" numbered II-17.1, in the event that the shareholders who control the management, members of the board of directors, managers having administrative responsibility, and their spouses and relatives by blood or marriage up to second degree engage in a material transaction that may cause a conflict of interest with the partnership or its subsidiaries, and/or engage in a transaction of a commercial nature within the scope of the partnership's or its subsidiaries' field of activity on their own behalf or on behalf of others, or enter into another partnership engaged in the same type of commercial activity as a partner with unlimited liability, such transactions shall be included in the agenda of the general assembly as a separate agenda item to provide detailed information on the subject at the general assembly and shall be recorded in the minutes of the general assembly.
Pursuant to this regulation, the General Assembly will be informed within the scope of the above-mentioned corporate governance principle of the Corporate Governance Communiqué.
Within the scope of this article, shareholders will be informed about the "Common and Continuous Related Party Transactions" realized in the fiscal year 2024 in accordance with the Capital Markets Board regulations.
At the Ordinary General Assembly Meeting for the 2023 Activity Year held on 14.06.2024, the Share Buyback Program ("Program") prepared within the framework of the relevant legislation was approved and the Board of Directors was authorized to buy back shares.
In this context, shareholders will be informed about the share repurchases made by the Company.
According to the financial statements of our Company prepared in accordance with CMB accounting standards, the net profit for the fiscal year 2024 was realized as TL 1.911.667.376,00 The Board of Directors has decided to make a proposal to the General Assembly to distribute a total gross amount of TL 914.522.000,00 to the shareholders as of June 25, 2025, after deducting the legal obligations, all of which will be covered from the net profit for the year 2024, and to leave the remaining portion of the net profit for the year 2024 within our Company as extraordinary reserves.
In the event that the aforementioned dividend distribution proposal of the Board of Directors is approved by the General Assembly, dividend distribution will be made in accordance with the attached dividend distribution table and information table on the rate of dividends distributed.
| Tab Gıda Sanayi ve Ticaret A.Ş. and affiliate companies 2024 Dividend Distribution Table (TL) | |||||
|---|---|---|---|---|---|
| 1 | Paid-in Capital | 261.292.000,00 | |||
| 2 Total Legal Reserves (Based on the Legal Records)) |
35.553.221,15 | ||||
| Information regarding the privilege, if there is any dividend privilege in accordance with the Article of Association | No privileges. | ||||
| As Per CMB | As per Statutory Record |
||||
| 3 | Period Profit | 2.877.343.471,00 | 2.995.502.034,78 | ||
| 4 | Taxes To Be Paid (-) | 965.676.095,00 | 666.516.690,29 | ||
| 5 | Net Profit (=) | 1.911.667.376,00 | 2.328.985.344,49 | ||
| 6 | Previous Years' Losses (-) | 0,00 | 0,00 | ||
| 7 | First Legal Reserve (-) | 31.531.334,41 | 31.531.334,41 | ||
| 8 | NET DISTRIBUTABLE PROFIT (=) | 1.880.136.041,59 | 2.297.454.010,08 | ||
| 9 | Donations within the year (+) | 7.908.061,00 | 0,00 | ||
| 10 | Net distributable profit for the period, net of donations, from which the first dividend will be calculated |
1.888.044.102,59 | 2.297.454.010,08 | ||
| 11 | First Dividend to Shareholders of Ordinary Shares | 914.522.000,00 | |||
| -Cash | 914.522.000,00 | ||||
| - Bonus Issue | 0 | ||||
| - Total | 914.522.000,00 | ||||
| 12 | Dividends Distributed to Preferred Shareholders | 0 | |||
| 13 | Dividends to board members, employees, etc. | 0 | |||
| 14 | Dividends to the Holders of Redeemed Shares | 0 | |||
| 15 | Second Dividend to Shareholders of Ordinary Shares | 0,00 | |||
| 16 | Second Legal Reserve | 90.145.740,00 | |||
| 17 | Statutory Reserves | 0 | |||
| 18 | Special Reserves | ||||
| 19 | EXTRAORDİNARY RESERVES | 883.376.362,59 | 1.292.786.270,08 | ||
| 20 | Distributable Other Sources | 0 | 0 |
| -Previous Year Profit | |
|---|---|
| -Extraordinary Reserves | |
| -Other Reserves Distributable as per Law of Association | |
| Distributable Other Sources |
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