Pre-Annual General Meeting Information • May 7, 2025
Pre-Annual General Meeting Information
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The Ordinary General Assembly of our Company for the year 2024 will convene at Yünsa Yünlü Sanayi ve Ticaret A.Ş. Loft Hall at the address of Tekirdağ, Çerkezköy, Çerkezköy Organized Industrial Zone, Gazi Osman Paşa M. 2nd Street No 9, PK. 59500, where our industrial facility is located, at 15:00 on Friday, April 18, 2025, in accordance with Article 6 of the Internal Directive on the Working Principles and Procedures of the General Assembly of our Company and Article 18 of the Articles of Association of our Company, to discuss the matters written in the agenda below.
Our shareholders, whose shares are monitored by the Central Securities Depository of Türkiye (MKK) in dematerialized form and who are entitled to participate the general assembly meeting, may attend the meeting at the above mentioned address in person or through representatives or they may prefer to attend the meeting electronically in person or through representatives by using their secure electronic signature via the Electronics General Assembly System provided by the Central Securities Depository of Türkiye.
Shareholders could authorize their representatives by using Electronics General Assembly System or by way of filling the below proxy form or the proxy form which is available at the Company headquarters and our Company's website ( http://www.yunsa.com ) and notarizing their signature in line with the provisions of the Capital Markets Board's Communiqué numbered II-30.1. Shareholders may also represent themselves through submitting signed proxy form with notarized signature circular of the shareholders.
In order to attend the physically-held General Assembly Meeting, shareholders shall provide below documents and sign the List of Attendants:
Our shareholders, who will be attending the meeting electronically via the Electronics General Assembly System can get information about procedures and principles of attendance, authorization of representatives, making proposals, explanations and voting at the Central Securities Depository of Türkiye's website ( http://www.mkk.com.tr ).
Our shareholders and their representatives, who will be attending the meeting electronically are required to fulfill their obligations in accordance with the provisions of "Regulation Regarding the Electronic General Assembly of the Joint-Stock Company" published on the Official Gazette dated 28 August 2012 and numbered 28395 as well as "Communiqué Regarding the Electronic General Assembly System to be Applied in the General Assembly Meeting of the Joint-Stock Company" published on the Official Gazette dated 29 August 2012 and numbered 28396.
Our Company's 2024 Financial Statements, Board of Directors and Auditor Reports, Board of Directors' Dividend Distribution Proposal and General Assembly Information document are available at least 21 days before the meeting date on the Electronic General Assembly System page of the Central Registry Agency's website, which is our Company's website. http://www.yunsa.com It will be accessible from the "Investor Relations" page at the link and will also be kept ready for review in our Company's Investor Relations Department, the address of which is written above. In addition, together with the mentioned documents, information notes containing the necessary explanations within the scope of the Capital Markets Board's "Corporate Governance Communiqué" No. II-17.1 will be available on our Company's website at http://www.yunsa.com as of the same date.
Our shareholders are respectfully requested to honor the meeting on mentioned day and time.
Mustafa SÜRMEGÖZ
Among the additional disclosures required to be made in accordance with the "Corporate Governance Communiqué" numbered II-17.1 of the Capital Markets Board, those related to the agenda items are made in the relevant agenda item below, and other mandatory general disclosures are presented for your information in this section:
After going public on 06/04/1990, the Company's shares were traded on the Main Market of Borsa Istanbul A.Ş.; as of 01.01.2024, they started to be traded on the Stars Market; and as of 02.01.2025, they started to be traded on the Main Market again due to falling below the Board's average company value criterion of TL 6 Billion.
Our company is a public company subject to the Capital Markets Law No. 6362, and our Company's shares are bearer shares. The company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law and switched to the registered capital system with the permission of the Capital Markets Board dated 3.5.1990 and numbered 289 . The registered capital ceiling of the company is 500,000,000 (Five Hundred Million) TL, divided into 50,000,000,000 (Fifty Billion) shares, each with a nominal value of 1 (one) Kurus. The issued capital of our company is 480,000,000 (Four Hundred Eighty Million) TL, each worth 1 Kr. It is divided into 48,000,000,000 (Forty-Eight Billion) bearer shares with a nominal value of (One Kurus). There are no privileges regarding voting in our Company's Articles of Association.
The total number of shares and voting rights reflecting the partnership structure of our Company as of 24/03/2025, when this Information Document was announced;
| Partner's NameSurname / Trade Title | Arrangement / Group |
Amount (TL) | Rate (%) |
|---|---|---|---|
| Sürmegöz Textile Investment Joint Stock | - | 277.835.497 | |
| Company | 57,88 | ||
| Other | - | 202.164.503 | 42,12 |
| TOTAL | - | 480.000.000 | 100,00 |
There are no management or activity changes that will significantly affect the partnership activities of our company in the previous accounting period or planned in the future accounting periods.
On the other hand, special situation disclosures made by our Company within the scope of the relevant legislation can be accessed at http://www.yunsa.com and http://www.kap.org.tr .
-
No request was made by the shareholders to add additional items to the agenda for the Ordinary General Assembly meeting where the activities of 2024 will be discussed.
There is no.
Within the framework of the provisions of the "Turkish Commercial Code No. 6102" (TTK) and the "Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to be Attended at These Meetings" ("Regulation"), within the framework of the provisions of our Company's "Internal Directive on the Working Principles and Procedures of the General Assembly" The election of the Meeting Presidency, consisting of the President, Vote Collectors and Minutes Clerk, who will manage the General Assembly Meeting, will be held.
Within the framework of the Turkish Commercial Code, the Regulation and the Capital Markets Law, the Management Board is presented to our partners for review at our Company Headquarters, on the Electronic General Assembly portal of MKK and on the Company website http://www.yunsa.com for three weeks before the General Assembly meeting. Information about our Board Annual Report will be provided and presented to our partners for opinion and discussion.
At our Company Headquarters, MKK's Electronic General Assembly portal and the Company website http://www.yunsa.com , for three weeks before the General Assembly meeting. Accordingly, the General Assembly will be informed about the Independent Audit Report prepared by PwC Independent Audit and Free Accounting Mali Müşavirlik Anonim Şirketi, which has been selected to audit the financial reports of the Company in the 2024 accounting period and carry out other activities within the scope of the relevant regulations in these laws.
The Financial Statements for the year 2024, which are available for the review of our shareholders at the Company headquarters, Electronic General Assembly System of Central Securities Depository of Türkiye, and the Company website ( http://www.yunsa.com ) three weeks before the General Assembly meeting will be presented to the opinions and approvals of our shareholders in accordance with the provisions of Turkish Commercial Code, the Regulation, Internal Directive of the General Assembly, and the Capital Market Law.
Acquittal of each of the members of Board of Directors with regard to the 2024 activities will be presented to the approvals of our shareholders in accordance with the provisions of Turkish Commercial Code, the Regulation, Internal Directive of the General Assembly, and the Capital Market Law.
Our profit distribution proposal prepared according to our financial statements for the accounting period of 01.01.2024-31.12.2024, prepared by our company in accordance with the Turkish Financial Reporting Standards within the framework of the provisions of the Capital Markets Board's Communiqué No. II-14.1 and audited by PwC Independent Audit and Free Accounting Mali Müşavirlik Anonim Şirketi (It will be submitted to the opinion and approval of the General Assembly as stated in ANNEX-2).
New Board Members will be elected to replace the expired Board Members, taking into account the principles regarding the election of Board Members in the Turkish Commercial Code and our Articles of Association. Additionally, independent members will be selected in accordance with the provisions of the CMB's "Corporate Governance Communiqué" numbered II17.1. Article 9 of our articles of association According to Articles 9 and 10, our Company is managed by a Board of Directors with at least 5 members, which will be elected by the General Assembly for a maximum period of 3 years, within the framework of the provisions of the Turkish Commercial Code and the regulations of the Capital Markets Board. 2 of the Board Members to be elected must meet the independence criteria defined in the mandatory Corporate Governance Principles of CMB. Başar AY and Güngör KAYMAK were determined as independent member candidates by the decision taken by our Board of Directors upon the recommendation of our Corporate Governance Committee, which evaluated the candidates
forwarded to it. In response to our application to the Capital Markets Board dated 03.03.2025, we received a reply dated 21.03.2025 and numbered 69785 that no negative opinion would be expressed regarding their candidacy. Declarations of independence, curriculum vitae and the positions held by our independent candidates for the Board of Directors within the last 10 years and the reasons for their termination are presented in Annex-3.
Board membership fees to be paid to Board members for 2025 will be determined.
In accordance with the regulations of the Turkish Commercial Code and the Capital Markets Board, the audit firms to be selected to audit the financial reports of our Company for the fiscal year 2025 and to carry out other activities within the scope of the relevant regulations in these laws and to audit the TSRS for 2024 will be submitted to the approval of the shareholders at the General Assembly.
In accordance with Article 6 of the "Dividend Communiqué" numbered II-19.1 of the Capital Markets Board, donations made during the year must be submitted to the General Assembly for information. A donation of 28,835 TL (Amount Indexed According to Inflation: 32,800 TL) was made to the TEMA Foundation in 2024.
In accordance with the 5th paragraph of Article 19 of the Capital Markets Law No. 6362, the limit of donations to be made in 2025 will be determined by the General Assembly.
Within the scope of our Company's sustainability compliance efforts, the adjustments made to the Key Management Succession Policy (Annex 4) and the Remuneration Policy for Board Members, Senior Executives and White-Collar Employees (Annex 5) will be presented to the information of our shareholders at the General Assembly.
Since it is only possible for our Board Members to conduct transactions within the framework of the first paragraph of Article 395 of the Turkish Commercial Code, titled "Prohibition on Transacting with the Company, Borrowing Debt to the Company" and Article 396 titled "Prohibition of Competition", with the approval of the General Assembly, the said permission is granted. It will be submitted to the approval of our partners at the General Assembly.
ANNEX-4 "Key Management Succession Policy"
ANNEX-5 "Remuneration Policy for Board Members, Senior Executives and White-Collar Employees"
I am authorized to represent me, vote, make proposals and make proposals in accordance with the views I have stated below, at the 2024 Ordinary General Assembly Meeting of, which will be held on Friday, April 18, 2025 at 15:00 Loft Hall at the address of Tekirdağ, Çerkezköy, Çerkezköy Organized Industrial Zone, Gazi Osman Paşa M. 2nd Street No 9, PK. 59500. To be authorized to sign the necessary documents, ……............................................. are introduced in detail below. I appoint ........................... as my proxy.
Proxy(*);
Name Surname/Trade Name:
TR Identity Number/Tax Number, Trade Registry and Number and MERSİS number:
(*)For foreign representatives, it is mandatory to submit equivalent information, if any.
For sections 1 and 2 below, the scope of the representation authority must be determined by choosing one of the options (a), (b) or (c).
a) The proxy is authorized to vote in line with his own opinion.
b) The proxy is authorized to vote in line with the recommendations of the partnership management.
c) The proxy is authorized to vote in accordance with the instructions specified in the table below.
If option (c) is selected by the shareholder, instructions specific to the agenda item are given by marking one of the options given opposite the relevant general assembly agenda item (acceptance or rejection) and in case the rejection option is selected, specifying the dissenting opinion requested to be written in the general assembly minutes, if any.
| Agenda Items | Acceptance | Rejection | Dissenting Opinion |
|
|---|---|---|---|---|
| 1. | Opening and election of the Meeting Presidency, | |||
| 2. | Reading and discussion of the Board of Directors | |||
| Annual Report for 2024, | ||||
| 3. | Reading the Auditor's Report for the 2024 accounting period, |
|||
| 4. | Reading, discussion and approval of the Financial | |||
| Statements for the 2024 accounting period, |
||||
| 5. | Release of the members of the Board of Directors for | |||
| their activities in 2024, | ||||
| 6. | Determining the method of use of the 2024 profit and | |||
| the rates of profit and profit shares to be distributed, | ||||
| 7. | Determining the method of use of the 2024 profit and | |||
| the rates of profit and profit shares to be distributed, | ||||
| 8. | Determining the salaries of the members of the Board | |||
| of Directors, | ||||
| 9. | Election of the Auditor, |
| 10. Informing the General Assembly about the donations made by the Company in 2024, |
|
|---|---|
| 11. Determining the upper limit of donations to be made by the Company in 2025, |
|
| 12. Informing the General Assembly about the Human Resources Key Management Succession Policy and Remuneration Policy for Board Members, Senior Executives and White-Collar Employees. |
|
| 13. Giving permission to the Chairman and Members of the Board of Directors to carry out the transactions written in Articles 395 and 396 of the Turkish Commercial Code, |
|
| 14. Wishes, regards and closing. |
a) The proxy is authorized to vote in line with his own opinion.
b) The attorney is not authorized to represent on these matters.
c) The proxy is authorized to vote in accordance with the special instructions below.
SPECIAL INSTRUCTIONS ; Special instructions, if any, to be given by the shareholder to the proxy are stated here.
B) The shareholder indicates the shares he wants the proxy to represent by choosing one of the options below.
*This information is not requested for dematerialized shares.
**For registered shares, information about the group, if any, will be included instead of the number.
TR Identity Number/Tax Number, Trade Registry and Number and MERSİS number: Address:
(*)For foreign shareholders, it is mandatory to submit equivalent information, if any.
| ANNEX- 2 | ||||
|---|---|---|---|---|
| 1 | YÜNSA YÜNLÜ SANAYİ VE TİCARET A.Ş. DIVIDEND DISTRIBUTION TABLE FOR 2024 (TL) PAID-IN/ISSUED CAPITAL |
480.000.000,00 | ||
| 2 | General Legal Reserve Fund (According to Legal Records) | 191.119.712,45 | ||
| Information regarding the privilege in question | None. | |||
| 3 | Profit for the Period | According to CMB 156.962.334,00 |
According to Legal Records 211.202.919,31 |
|
| 4 | Taxes (-) | 120.315.312 | 32.789.394,85 | |
| 5 | Net Profit fot the Period (=) | 36.647.022,00 | 178.413.524,46 | |
| 6 | Previous Years Losses (-) | 0,00 | 0,00 | |
| 7 | General Legal Reserve Fund (-) | |||
| 8 9 |
NET DISTRIBUABLE PROFIT FOR THE PERIOD (=) Donations Made During the Year (+) |
36.647.022,00 32.800,00 |
178.413.524,46 | |
| 10 | Net Distributable Profit Including Donations | 36.679.822,00 | ||
| 11 | First dividend to Shareholders | 18.339.911,00 | ||
| - Cash | 18.339.911,00 | |||
| - Free | 0,00 | |||
| - Total | 18.339.911,00 | |||
| 12 | Dividend Distributed to Privileged Shareholders Other Dividend Distributed to the Members of the Board of |
0,00 | ||
| 13 | Directors, Employees, Persons Other than Shareholders | 0,00 | ||
| 14 | Dividend Distributed to Usufruct Shareholders | 0,00 | ||
| 15 | Second Dividend to Shareholders | 0,00 | ||
| 16 | General Legal Reserve Fund | 0,00 | ||
| 17 18 |
Status Reserves Special Reserves |
0,00 | ||
| 19 | EXTRAORDINARY RESERVES | 18.307.111,00 | 160.073.613,46 | |
| 20 | Other Resources Envisaged to be Distributed | 0,00 | 0,00 | |
| - Previous year income | ||||
| - Extraordinary reserves | ||||
| - Other distributable reserves within the scope of Law and Articles of Association |
||||
| DIVIDEND RATES TABLE | ||||
| PER SHARE | ||||
| GROUP | TOTAL DIVIDEND | DIVIDEND PER 1 TL NOMINAL VALUE SHARE |
||
| (TL) | ||||
| AMOUNT (TL) | RATE (%) | |||
| GROSS | A | 18.339.911,00 | 0,038208 | 3,8208 |
| TOTAL | 18.339.911,00 | |||
| NET | A TOTAL |
15.588.924,35 15.588.924,35 |
0,032477 | 3,2477 |
| RATIO OF DIVIDENDS DISTRIBUTED TO NET DISTRIBUTABLE PROFIT FOR THE PERIOD, NET OF DONATIONS | ||||
| RATIO OF DIVIDENDS DISTRIBUTED TO SHAREHOLDERS TO NET DISTRIBUTABLE PROFIT FOR THE PERIOD, NET OF |
||||
| DONATIONS (%) AMOUNT OF DIVIDENDS DISTRIBUTED TO SHAREHOLDERS (TL) 18.339.911,00 50,00 |
||||
| Textile Industry Employers' Association of Turkey | Secretary General (January 2007- Ongoing) |
|---|---|
| Turkish Social Security Institution | Board Member (December 2024- Ongoing) |
| Confederation of Employer Associations of Turkey Microsurgery and Reconstruction Foundation |
Vice President (August 2022- Ongoing) Board Member (May 2017- August 2023) |
| Turkish Employment Agency (İŞKUR) | Provincial Employment and Vocational Training Board, Member Employer Representative (June 2021- Ongoing) Employer Representative (May 2017- Ongoing) |
| Istanbul Arbitration Center (İSTAC) Directorate General of Science and Technology |
General Assembly Member (May 2018- Ongoing) R&D Center Commission Member (May 2018- Ongoing) |
| Minimum Wage Determination Commission | Member (January 2015- Ongoing) |
| Aksa Akrilik Kimya Sanayi A.Ş. | Independent Board Member Audit Committee Member Corporate Governance Committee Member (Nisan 2014- Nisan 2020) |
| Istanbul Bar Association | Lawyer, (January 1990- Ongoing) |
| Hewlett Packard Enterprise, HP Turkey | General Manager (May 2014- Ongoing), General | ||
|---|---|---|---|
| Manager for Turkey, Kazakhstan and Kyrgyzstan | |||
| Kordsa A.Ş. | Independent Board Member | ||
| Chairman of the Early Detection of Risk Committee | |||
| Chairman of the Audit Committee | |||
| Corporate Governance Committee Member | |||
| (March 2021- Ongoing) | |||
| Sabancı Holding | Sabancı Holding Corporate Information Technologies | ||
| Director (CIO) (November 2010- April 2014) |
At regular human resources planning meetings, critical positions and the talents and competencies that will carry our company forward are identified. The performances of potential employees are monitored and their continuous development is supported, thus preparing them for their possible future roles. Yünsa believes that the diversity of knowledge, skills, sector experience, professional background and term of office of the members of the Board of Directors will provide the company with different views and perspectives, improve decisionmaking processes and benefit all stakeholders.
Succession plans for our key management positions are created by our Human Resources Department and potential employees are placed according to these plans. In this way, candidates for management positions are trained and situations that may disrupt the management of the company in case of possible management changes are prevented. In cases where it is foreseen that changes in management positions may cause disruptions in the management of the company, internal candidates in the succession plans are prioritized in determining the new managers to be assigned.
After career plans are made in line with the knowledge, skills and competencies of individuals, the coaching and trainings needed by our employees to develop these competencies and prepare them for future leadership development roles are planned. Our succession planning is supported by periodic job rotations.
All Yünsa employees who possess the capabilities for managerial roles are included in our Succession Plan evaluation. Their development over time is monitored through regular feedbacks. Knowledge Transfer
The important knowledge, skills and experiences that will be needed by the people selected as successors are recorded and stored in our ERP program. Our knowledge transfer process is also supported by regular one-onone interviews.
Our succession planning is regularly reviewed and improved to respond to changing business needs, talent availability and new leadership requirements.
This policy document defines the remuneration systems and practices of our board members, senior executives and white-collar employees who are within the scope of those with administrative responsibilities within the scope of CMB regulations.
The purpose of this policy document is to ensure that the remuneration principles to be applied by the Company are determined in accordance with the relevant legislation, the Company's activities and strategies. Our Company aims to adopt a fair remuneration policy that will support the retention of executives who are competent in their fields and whose performance, loyalty and motivation are high, and who are needed to realize its long-term goals and strategies.
Payment plans based on the Company's performance cannot be used in the remuneration of independent board members. In determining the remuneration levels of the independent board members, care is also taken to ensure that the remuneration to be determined is at a level that will protect the independence of the member. The members of the board of directors are paid on a pro-rata basis, taking into account their term of office as of their appointment and resignation dates.
While determining the remuneration levels of board members, in addition to the corporate practices, the responsibility of the board member in the decision-making process, the level of knowledge, skills, competence, experience and the time spent by the board member are taken into consideration. Expenses incurred by board members due to their contributions to the company (transportation, telephone, insurance, etc. expenses) may be covered by the company.
Wages of senior executives and white-collar employees consist of two components: fixed and performancebased.
Our remuneration policy; wage and fringe benefits management is organized and implemented in line with the main objectives of fair, objective, high performance, competitive, rewarding and motivating criteria.
The remuneration policy takes economic data, market conditions, the size of the company, the qualifications required by the position and legislation into account.
The salaries and benefits paid to senior executives and white-collar employees are presented to the shareholders at the following general assembly meeting in accordance with the provisions of the Capital Markets Board and the Turkish Commercial Code.
Senior executives and white-collar employees may be paid bonuses based on the annual performance of the company and their personal performance, upon the decision of the Board of Directors.
The main objectives of our remuneration policy are to make remuneration by emphasizing the concepts of job size, performance, contribution to the business, knowledge/skills and competencies, to motivate employees and increase their loyalty by ensuring intra-company and inter-company wage balance and competitiveness in the market, and to recruit the workforce with the appropriate competencies that will enable our company to achieve its goals.
The Job Family Model that we apply within our company defines the roles in the organization, examples of basic responsibilities, performance indicators, knowledge/skills/experience and competencies, and our remuneration policy is based on an objective system based on our Job Family Model.
The purpose of the Variable Remuneration management applied in our company is to encourage our employees to show superior performance by rewarding success and to establish a goal-oriented performance culture in our company in order to support our company to realize its budget targets and to achieve business results above its targets. Bonus payments, which are implemented to increase the efficiency and performance of managers with administrative responsibility, to ensure performance continuity and to differentiate managers who create added value for the Company, include the following components:
Performance-based payments, in particular bonuses, will not be guaranteed in advance.
In order to support salary management with additional benefits, "fringe benefits" are considered as an important part of total reward management. The fringe benefits that we provide as a company include the principles of being competitive and fair in accordance with market conditions.
The Board of Directors is responsible for the implementation and development of this policy. The Corporate Governance Committee carries out the process of monitoring, auditing and reporting remuneration practices on behalf of the Board of Directors
Confidentiality of wages, bonuses and other personal rights is essential.
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