GÖZDE GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş. 28/04/2025 TARİHİNDE YAPILAN 2024 YILI OLAĞAN GENEL KURUL TOPLANTI TUTANAĞI
GÖZDE GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş. MINUTES OF THE 2024 ORDINARY GENERAL ASSEMBLY MEETING HELD ON 28/04/2025
The 2024 Ordinary General Assembly Meeting of Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş. was held on 28/04/2025 at 11:00 a.m. at the address "Kısıklı Mah. Ferah Cad. No:1 B.Çamlıca Üsküdar-İstanbul" under the supervision of Yılmaz AKBAŞ, the Ministry Representative assigned by the letter dated 24/04/2025 and numbered 108557732 by the Istanbul Governorship Directorate of Commerce.
As stipulated in the Law and the Articles of Association, the invitation for the meeting was made in due time by being published in the Turkish Trade Registry Gazette dated 27/03/2025 and numbered 11301 and on the Company's official website www.gozdegirisim.com.tr and on the Public Disclosure Platform and also by announcing the date and agenda of the meeting.
Upon examination of the list of attendees, it was determined that out of the 385,000,000 shares corresponding to the Company's total capital of 385,000,000 Turkish Liras, 389,000 shares corresponding to a total nominal value of 389,000 Turkish Liras were represented represented physically, 261,607,986.259 shares corresponding to 261,607,986.259 Turkish Liras were represented by proxy, 18,719,608 shares corresponding to 18,719,608 Turkish Liras were represented by their depositing representatives, totaling 280,716,594.259 shares corresponding to 280,716,594.259 Turkish Liras, and thus the minimum meeting quorum stipulated in both the Law and the articles of association was present, Upon understanding that the independent audit company official PwC Independent Audit and Certified Public Accountants Inc. (representative Levent SARIOĞLU), Independent Board Member Aytaç Saniye MUTLUGÜLLER and Board Member Mehmet TÜTÜNCÜ were also present at the General Assembly, the meeting moved on to discuss the agenda.
- The meeting was explained that shareholders who are physically present at the meeting hall are required to cast their votes openly and by showing hands, and shareholders who will use dissenting votes are required to state their dissenting votes verbally, without prejudice to the electronic vote counting regulations as contained in both the Law and the Company's articles of association.
As per Article 1527 paragraphs 5 and 6 of the Turkish Trade Law, it was determined that the Company had fulfilled the electronic general meeting preparations in compliance with the legal regulations. Erkan KIZILBOĞA, who has "Central Registry Agency Electronic General Meeting System Certificate Specialization", was appointed by the meeting chairmanship in order to use the electronic general meeting system, and the meeting was opened in the physical and electronic environment simultaneously, and the other items on the agenda are started to be discussed.
Mr. İsmail ÖNDER was proposed by the representative of the shareholder Yıldız Holding A.Ş.' representative Levent TAŞÇI for the election of the Chairman of the Meeting. Since there were no other proposals and suggestions, this proposal was voted. As a result of the voting, the election of Mr. İsmail ÖNDER as the Chairman of the Meeting was unanimously The Chairman of the Meeting assigned Levent TAŞÇI as the Secretary and Erkan KIZILBOĞA as the Vote Collector.
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- It was put to vote to authorize the Meeting Presidency to sign the General Assembly meeting minutes on behalf of the General Assembly.The authorization of the Meeting Chairmanship to sign the minutes of the General Assembly Meeting was approved unanimously
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- The Chairman of the Meeting verbally suggested that the Board of Directors' annual report for the fiscal year 2024 be considered as read since it was published on the company's website and on the E-General Assembly System of the Central Registry Agency. Since there were no other proposals and suggestions, this proposal was unanimously accepted with 280,508,437.259 votes in favor against 208,157 votes in opposition. The 2024 Annual Report was discussed
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- Regarding the 2024 accounting period, the summary of the Independent External Audit report containing the results of the activities related to the Financial Statements issued by PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. in accordance with the Communiqué on Principles Regarding Financial Reporting in Capital Markets Serial: II. 14.1 of the Capital Markets Law published by the Capital Markets Board of the Republic of Turkey Prime Ministry was read. Opened for discussion.
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- The Chairman of the Meeting proposed that the balance sheet and profit/loss statement for the fiscal year 2024, which were accurately reflected in accordance with the accounting principles and standards set forth in the Communiqué Serial: II.14.1 on Principles Regarding Financial Reporting in Capital Markets published by the Capital Markets Board of the Republic of Turkey, be deemed to have been read since they were announced on the company website and on the E-General Assembly System of the Central Registry Agency. Since there were no other proposals and proposals, this proposal was accepted by a majority of votes with 280,508,437.259 votes in favor against 208,157 in opposition. The Balance Sheet and Profit/Loss Statement for the fiscal year 2024 were read in summary by Mr. Serkan YANDI and opened for discussion. No one took the floor. Following the voting, the Balance Sheet and Profit/Loss Statement for the fiscal year 2024 were unanimously approved with 280,508,437.259 votes in favor against 208,157 votes in opposition.
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- The acquittal of members of the Board of Directors Mr. Murat ÜLKER, Mr. Ali ÜLKER, Mr. Mehmet TÜTÜNCÜ, Mr. İbrahim TAŞKIN, Mr. Hüseyin Avni METİNKALE, Mr. Erman KALKANDELEN, Mrs. Aytaç Saniye MUTLUGÜLLER, Mr. Agah UĞUR, Mr. Mrs. Fatma Füsun AKKAL BOZOK was put to vote for their activities and transactions in 2024. Members of the Board of Directors did not participate in their own acquittal votes, in response to 208,157 votes in opposition; It was acquitted by majority vote with 280,508,437.259 votes in favor.
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- Within the framework of the proposal made by shareholder Yıldız Holding A.Ş. and as a result of the voting; The written proposal to pay a monthly fee net of 88,000 Turkish Liras to the independent members of the Board of Directors and not to pay salaries to the other members of the Board of Directors was read. Since there were no other suggestions or proposals, this proposal was put to vote. As a result of the voting, it was accepted by majority vote with 18,719,608 votes in opposition and 261,996,986.259 votes in favor.
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- Based on the resolution taken by the Board of Directors on 24/03/2025, the written proposal "Since the Company's financial statements disclosed to the public as of the end of 31/12/2024 have a net loss, no profit distribution for 2024" was read and since there were no other proposals or offers, this proposal was put to the vote. The proposal was accepted unanimously by the meeting participants.
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- The resolution to approve the selection of PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member of PricewaterhouseCoopers) to conduct the independent external audit of the Company's accounts and transactions for the fiscal year 2025 in accordance with the Board of Directors' resolution, was approved unanimously
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- The General Assembly was informed that no guarantees, pledges and mortgages were given by the Company in 2024 within the framework of the Capital Markets Board regulations.
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- It was unanimously accepted by the meeting participants that the members of the Board of Directors be allowed to carry out business that is or is not within the scope of the Company, either personally or on behalf of others, to become partners in companies that carry out such business and to carry out other transactions, in accordance with Articles 395 and 396 of the Turkish Commercial Code.
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- Since there was no other item to be discussed on the agenda, the meeting was ended by the Meeting Presidency.
| MINISTRY REPRESENTATIVE MEETING CHAIRMAN |
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VOTE COLLECTOR |
SECRETARY |
| Yılmaz AKBAŞ |
İsmail ÖNDER |
Erkan KIZILBOĞA |
Levent TAŞÇI |