Pre-Annual General Meeting Information • May 5, 2025
Pre-Annual General Meeting Information
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Our Company's 2024 Shareholders General Assembly Meeting will be held to discuss and decide on the agenda items specified below on April 16, 2025, Wednesday at 10:00 am at the address of "Fatih Sultan Mehmet Mahallesi, Balkan Caddesi No:58 Buyaka E Blok 34771 Tepeüstü Ümraniye İstanbul".
Meeting agenda along with General Assembly Meeting Information Document will be available for the review of our shareholders at our Company offices, at the address of Fatih Sultan Mehmet Mahallesi Balkan Caddesi No:58 Buyaka E Blok 34771 Tepeüstü Ümraniye İstanbul, our website at www.adel.com.tr, at Public Disclosure Platform, Electronic General Assembly System and E-Company Platform, 21 days prior to the meeting.
Shareholders may attend the General Assembly Meeting in person or electronically, by themselves or by proxy. Since having a secure e-signature is a prerequisite for electronic attendance to the General Meeting, the shareholders or their representatives who will attend the meeting electronically through the Electronic General Assembly System ("EGKS") should have a secure e-signature and also be registered with the "e-Yatırımcı: Yatırımcı Bilgi Merkezi" of Merkezi Kayıt İstanbul A.S. The shareholders or their representatives who do not have secure e- signature or are not registered with the "e-Yatırımcı: Yatırımcı Bilgi Merkezi", will not be able to attend the meeting electronically through EGKS.
Our shareholders and their representatives, who attend 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 and "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.
The shareholders attending the General Meeting in person, are requested to present their ID cards or Passports at the venue.
Our shareholders, who cannot physically attend the meeting, without prejudice to the obligations and rights of shareholders who will attend electronically, shall prepare their proxies in line with the template that is attached (APPENDIX-1) or published at our Company's website addressed www.adel.com.tr or available in the Headquarters of our Company. Shareholders shall submit their proxies including their notarized signatures, in accordance with the "Communiqué Regarding Proxy Voting and Call Based Proxy Meetings" numbered II-30.1 that became effective by being published at the Official Gazette dated 24.12.2013 and numbered 28861. A proxy that has been appointed electronically through Electronic General Assembly System is not required to submit a proxy document. Attendance to the General Assembly Meeting will not be possible with proxy documents that are not consistent with the attached sample document which is required by the Communiqué.
Our shareholders who will be voting through the Electronic General Assembly System may refer to the Central Registry Istanbul, http://www.mkk.com.tr, in order for them to perform their obligations stipulated in the Regulation regarding Electronic General Assemblies of Joint Stock Companies.
Pursuant to paragraph 4 Article 415 of Turkish Commercial Code number 6102 and paragraph 1 Article 30 of Capital Market Law the right to participate and cast votes in general assemblies is not subject to the condition of depositing share certificates. Accordingly, shareholders are not required to block their shares to attend the General Assembly.
Respectfully submitted to the attention of the Shareholders.
The notifications and explanations required by the "Communiqué on Principles for Corporate Governance" No: II-17.1 of the Capital Market Board regarding the agenda items are specified under the related agenda item. Other general explanations are also presented in this document for the attention of shareholders:
There is not any preference granted to the shareholders according to our Articles of Association in connection with the voting rights.
Shareholders of Adel Kalemcilik Ticaret ve Sanayi A.Ş. are provided with the following table:
| Shareholding Structure | Share in Capital |
Share in Capital |
Voting Right | Voting Right |
|---|---|---|---|---|
| (TL) | (%) | (%) | ||
| AG ANADOLU GRUBU HOLDİNG A.Ş. | 147.831.322,98 | 56,89 | 147.831.322,98 | 56,89 |
| FABER -CASTELL AKTIENGESELLSCHAFT |
40.017.353,41 | 15,40 | 40.017.353,41 | 15,40 |
| HALKA ARZ | 72.026.323,61 | 27,71 | 72.026.323,61 | 27,71 |
| 259.875.000 | 100,00 | 259.875.000 | 100,00 |
At meetings of the Adel Board of Directors held on 1 July 2024 and 19 July 2024, the company's directors voted (1) in view of the TRL 1,450,000 thousand registered capital ceiling specified in article 10 ("Capital") of Adel's articles of association, to increase the company's paid-in capital from TRL 23,625 thousand TRL to TRL 259,875 thousand through a 1,000% bonus share issue, with the TRL 236,250 thousand increase being funded entirely from internal resources and (2) to amend both article 10 ("Capital") and article 12 ("Shares") of the articles of association accordingly as permitted by article 18 of the Capital Markets Law (Statute 6362). The Capital Markets Board of Turkey (SPK) has approved this share capital increase. This approval, along with the authorization to issue the bonus shares, was announced in SPK Bulletin 2024/43 dated 28 August 2024. Shareholders could begin exercising their right to receive bonus shares on 4 September 2024. The changes in our company's articles of association were registered by the İstanbul Trade Registry on 20 September 2024.
There was no request received from shareholders to add an additional item to the 2024 agenda of General Assembly.
The board of the Assembly will be established pursuant to the regulations of the Turkish Commercial Code (TCC) and the Regulation regarding General Assembly Meetings of Capital Companies and the Commissioner of the Ministry of Industry and Commerce ("Regulation").
Pursuant to the relevant regulations, Annual Report of Board of Directors for fiscal year 2024 will be read, discussed and submitted to the approval of our shareholders. The above mentioned report has been made available for reviews of our shareholders at the Company Head Office and our website at www.adel.com.tr.
Pursuant to the relevant regulations, the report of the Independent Audit Company for the fiscal year 2024 will be read out in the General Assembly Meeting. The report has been made available for review of our shareholders at the Company Head Office an d our website at www.adel.com.tr.
Pursuant to the relevant regulations, 2024 Financial Statements will be read, discussed in the General Assembly Meeting and submitted to approval of our shareholders. The documents have been made available for review of our shareholders at the Company Head Office and our website at www.adel.com.tr.
Pursuant to the provisions of the TCC and the Regulation, the acquittal of the members of the Board of Directors for their activities, transactions and accounts for the year 2024 will be submitted for the approval of the General Assembly
Taking into account the non-consolidated financial statements of our Company prepared in accordance with capital markets legislation, along with the statutory records under the Tax Procedure Law (VUK) and tax legislation, it has been resolved to distribute a total gross cash dividend of TL 150,025,837.50, to be fully covered from retained earnings (extraordinary reserves).
Accordingly, fully resident corporate taxpayers will receive a gross dividend of TL 0.5773 per share with a nominal value of TL 1 (corresponding to a gross payout ratio of 57.73%), while other shareholders will receive a net dividend of TL 0.490705 per share with a nominal value of TL 1 (corresponding to a net payout ratio of 49.07%).
In connection with the dividend distribution, TL 13,703,208.75 will be set aside as second-tier legal reserves. The dividend payment date has been determined as September 26, 2025. The proposal regarding this profit distribution will be submitted for approval at the General Assembly Meeting to be held on April 16, 2025.
The table regarding our dividend distribution proposal, prepared considering our long-term strategy, profitability, and cash position, is included in ANNEX/2.
According to the Corporate Governance Communique (II-17.1.) of the Capital Markets Board; appointment of the Board members and 4 independent members will be made for Board of Directors.
As proposed at the Corporate Governance Committee meeting held on February 5, 2025 and approved at the Board of Directors meeting held on February 14, 2025, Uğur Bayar, Tayfun Bayazıt, İzzet Karaca and Eyüp Mehmet Cemil Yükselen are nominated as independent members.
Corporate Governance Committee evaluated all proposed candidates for independent Board of Directors membership, whether they fulfill the independence criteria or not, prepared a report on this issue and submitted this report to the Board of Directors on February 5, 2025. Each independent Board of Directors member candidate provided in a written declaration to the Corporate Governance Committee that he/she is independent within the framework of the legislation, articles of association and the criteria stated in the Corporate Governance Principles.
Board of Directors decided to elect Mr. Uğur Bayar, Mr. Tayfun Bayazıt, Mr. İzzet Karaca and Mr. Eyüp Mehmet Cemil Yükselen as independent member candidates within the scope of Corporate Governance Committee's report and sent this list to the CMB on February 14, 2025 to take the opinion of CMB. According to CMB's written response dated February 24, 2025, there is no objection received from CMB regarding the independent member candidates.
CVs of Board of Directors' and declarations of independence are available in Annex-1.
In addition, the remuneration of the Board of Directors will also be determined in the General Assembly pursuant to the regulations of the Turkish Commercial Code and CMB's Corporate Governance Principles.
Pursuant to Article 12.(4) of Corporate Governance Communiqué (II-17.1), guarantees, pledges, morgagtes and suretyship granted and established in favor of third persons as well as revenues or interests obtained have to be included as a separate item on the agenda of the ordinary general assembly meeting. Our Company did not grant or establish any surety, guarantee, pledge or mortgage in favor of any third parties.
In accordance with the regulations of the Turkish Commercial Code, the Capital Markets Board, and the Public Oversight, Accounting, and Auditing Standards Authority ("KGK"), our Board of Directors, with the opinion of the Audit Committee, resolved on March 25, 2025, to appoint an independent auditor for the 2025 fiscal year. Within this scope, PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. has been selected to audit the Company's financial statements for the 2025 fiscal year. Additionally, subject to KGK's authorization for independent sustainability assurance, PwC will be responsible for conducting mandatory sustainability assurance audits and other relevant activities under the Turkish Sustainability Reporting Standards ("TSRS") and to conduct the assurance audit of the sustainability
reports for the accounting periods of 2024 and 2025. This appointment will be submitted for the approval of the General Assembly.
Furthermore, PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. was authorized by KGK on February 18, 2025, to conduct independent assurance activities in the field of sustainability.
According to principle number 1.3.6 of Annex-1 of the Capital Market Board's Corporate Governance Communiqué number II-17.1: "In the event shareholders with management control, members of board of directors, managers with administrative responsibility and their spouses and relatives by blood and marriage up to second degree engage in a material transaction with the partnership or its affiliates which may result in conflicts of interest and/or carry out, for their own account or on account of others, a transaction of a commercial nature which is considered among the fields of activity of the partnership or its affiliates or join another partnership which is engaged in the same kind of business as a partner with unlimited liability the said transactions shall be included on the agenda of the general assembly under a separate agenda item to provide detailed information about the same in the general assembly and recorded on the general assembly minutes." The General Assembly shall be informed that no transaction of the nature mentioned above was carried out during 2024.
Performance of any of the transactions described in Articles 395 (Prohibition to Transact with and Incur Indebtedness to the Company) and 396 (Non-Competition) of the TCC by members of the Board of Directors is subject to the approval of the General Assembly. Therefore, permitting members to perform such transactions shall be submitted to the approval of the General Assembly.
According to the article 6 of the Capital Markets Board Communiqué numbered II-19.1, the information regarding the donations made during the year must be submitted to the General Assembly. This article is not for the approval of the General Assembly, the purpose is only to inform the General Assembly. In 2024, donations to foundations and associations amounted to TL 7.536.226.
ANNEX/1 Resume Of Candıdate Members Of The Board Of Dırectors And Independent Board Member Candıdates Statement Of Independent Status
ANNEX/ 2 : Dividend Distribution Table
Kamil Yazıcı graduated from New York Military Academy (1996), holds a BA degree in Marketing from Emory University Goizueta Business School (2000), an MBA degree from American Institute of Business and Economics (2005) and has completed the GMP program at the Harvard Business School (2017). Yazıcı started his Anadolu Group career in year 2000 in the Finance Presidency as Assistant Finance Specialist and resumed his career in Anadolu Efes Russia Beer operations during 2002-2011 where he held multiple roles as Marketing Manager, Logistics Manager, Supply Chain Director, Business Development Director and finally led a pan-Russian effort to re-structure the sales organization for greater efficiency and effectiveness. In 2011, he was appointed as General Manager of Efes Vitanta in Moldova and continued this role until 2014. In 2014, he was appointed as Market Development Director responsible for all international markets where the group did not operate locally and held this position until 2017. Since 2017, Kamil Yazıcı has been serving as Vice- Chairman on Anadolu Group holding and subsidiary Board of Directors. In addition, he serves as Board Member for TAİK (Turkish-American Business Council), TOGG (Turkish National Auto Initiative), HBS Alumnus (Harvard Business School's Alumni Board) and is the Vice-Chairman of KYYDAS (the Kamil Yazici Family Trust) He is also a member of TÜSİAD (Turkish Industry & Business Association).
Tuğban İzzet Aksoy graduated from the Management and International Finance Departments of the University of Oglethorpe in the USA, following his education at the Austrian High School. He began his professional career as an Assistant Expert in the Financial Affairs Directorate at Anadolu Endüstri Holding, in 1996. In December 1998 he was appointed as a Senior Broker at the Alternatifbank Treasury Department. Following five years in this role, Aksoy took on the role of Corporate Finance and Risk Manager at the Treasury and Risk Management Department of Anadolu Endüstri Holding A.Ş. in June 2003. In April 2008, he became Assistant Coordinator at Business Development Directorate, and between 2009-April 2019, he worked as Anadolu Group Energy Sector Coordinator. He continues to serve as Vice Chairman and Board Member in various Anadolu Group companies. Aksoy, who has participated in professional training and seminars in his field, is member of energy groups of TÜSİAD and TOBB. Aksoy has been serving as an honorary consul of Georgia since 2016 and also holds Georgian Government Medal of Honor.
İ. İzzet Özilhan was born in İstanbul in 1982. He received his undergraduate degree from Hofstra University Banking and Finance Department in 2006 in USA. Özilhan, began his career as a Brand Representative at Coca Cola A.Ş in 2006 and served as Sales Representative in Coca-Cola Hellenic A.Ş. In 2009, he started working at Efes Russia and took up dutied as Finance Manager and Brand Distribution Representative. In 2011, he started in Anadolu Efes Türkiye as Market Development Supervisor and continued as Horeca Manager, Modern Trade Sales Director and On-Trade Directorate respectively. In 2024, he became a board member at several Anadolu Group companies. Özilhan was chosen as Board Member of TÜSİAD in 2024 and also acts as the Leader of its Food, Beverage and Agriculture Roundtable. He also acts as a Board Member at TÜRKONFED.
Born in 1969, she graduated Robert College in 1987 and studied Business Administration and Finance at Istanbul University. After a total 4 years of experience in marketing and financial control at Beymen and Pamukbank, she moved on with her career as a Financial Controller in Anadolu Holding in 1996. From 1998 onwards, she held Financial and General Management roles at Efes Invest and Coca-Cola Operations in Central Asia. She continued her role as General Manager of Coca-Cola Kazakhstan and Coca-Cola Kyrgyzstan after the merger of Efes Invest and Coca-Cola İçecek (CCI) in 2006. After an FMCG focused expat career of 9 years, she was appointed as the Strategy and Business Development Director at CCI HQ in 2009. She held the role while being a member of the Executive Committee of CCI until February 2021. She attended various executive programs at IMD and Harvard Business School. As a founding partner at Inova Grubu and Startme, she's been active in the Turkey startup ecosystem providing end-to-end solutions to startups and startup investors since she left CCI in 2021.
Hurşit Zorlu holds a BCs degree in Economics from Istanbul University. Before joining the Anadolu Group as a Marketing Specialist at Efes Beverage Group in 1984, he held various positions in Toz Metal and Turkish Airlines. During his career at Efes Beverage Group, he assigned various positions including Assistant Marketing Manager, Assistant Project Development Manager, Project Development Manager and Business Development & Investor Relations Director respectively. Zorlu worked as Chief Financial Officer (CFO) at Anadolu Efes between 2000-2008 and CFO at Anadolu Group between 2008- 2013. Zorlu served as Deputy CEO at Anadolu Group between 2013-2017. Hurşit Zorlu, who has been serving as the Chief Executive Officer of Anadolu Group since February 2017, retired as of April 1, 2024 from this position. Currently Hurşit Zorlu, is a Board Member of all Anadolu Group companies. Zorlu also served as the chair person of Anadolu Group Sustainability Committee of the Group. Hurşit Zorlu is a High Advisory Council Member of the Turkish Investor Relations Society (TÜYİD) and served as the 8th term Chairperson of the Corporate Governance Association of Türkiye (TKYD) between 2015-2017.
Burak Başarır holds a BA in Business Administration and a minor in Computer Sciences from American River College. He studied management at California State University of Sacramento and received a BSc degree in business administration from Middle East Technical University in 1995. Başarır joined Anadolu Group in 1998 with his first post at Coca Cola İçecek (CCI) and assumed increasing managerial responsibilities in finance and commercial functions. He was assigned as Coca-Cola İçecek CFO in 2005 and has played a significant role during CCI's IPO process and effectively managed the financial integration of Efes Invest with CCI. Başarır led the largest operation of CCI in terms of volume and sales as the Türkiye Region President between 2010 and 2013. Başarır was appointed as Coca-Cola İçecek CEO in January 2014. He served as Anadolu Group Soft Drinks Group President and Coca-Cola İçecek CEO between 2014 -2023. Başarır was appointed as Anadolu Group Deputy CEO in September 2023 and has been serving as Anadolu Group CEO since April 1st, 2024. Başarır is the Chairman of Anadolu Group Sustainability Committee and a member of the Turkish Industry & Business Association (TÜSİAD).
He graduated from German High School and continued his higher education with a degree in Mechanical Engineering from Istanbul Technical University and a master's degree in International Business Administration from Istanbul University Institute of Business Economics. He started his professional career in 1989 as a Training Officer in Koç Holding Planning Coordination Department and worked as a Specialist, Manager and Coordinator. Between 2004 and 2011, he served as the Head of Strategic Planning at Koç Holding. During this period, he played an important role in determining the strategies of the Group companies and ensured that the main strategies and portfolio structure of Koç Group were determined. He carried out very important company acquisition and sales projects. These include the acquisitions of Tüpraş, Yapı Kredi and the sales of Migros, Koç Allianz, Demir Döküm, Döktaş and İzocam. From April 2011 to April 2022, he served as President of Koç Holding Tourism, Food and Retail Group. In this role, he was responsible for the management of 12 companies, including Koçtaş, Tat Gıda, Düzey Pazarlama, Divan, Setur, Setur Marinalar, Koç Sistem, KoçDigital, Ram and Inventram. Tamer Haşimoğlu currently serves as a Board Member in some Koç Group companies. In addition to these duties, he is a member of TÜSİAD and Hisar Education Foundation (HEV) Board of Trustees. For a period of time, he was a member of the Board of Directors of YASED, a member of the Turkish Tourism Investors Association and a member of the Board of Directors of IMEAK Merchant Marine.
Born in Nuremberg/Germany in 1963, Stephan Rosen graduated from European School in Varese (Italy). After an apprenticeship at GRUNDIG AG, he graduated 1988 in Business Administration from VWA Nuremberg and started his career in the export department of STAEDTLER. 1991 he continued to work for its subsidiary in Milan/Italy in management position (mainly for procurement, logistics and finance as well as establishing the brands LEITZ and TIPP-EX in Italy). Since 1995 he has worked for Faber-Castell headquarters in Stein as Export Manager, from 2003 to 2006 as Head of Profit Centre Europe. In 2006, he was appointed as Sales Director Europe. From 2007, he also took on the position of Managing Director for Faber-Castell Czech Republic. Between 2015 and 2016 he managed the subsidiary in Austria. In the period from 2016 to October 2023 he covered the position as Managing Director of FaberCastell Italy. In 2020, he was appointed Co-Managing Director for the subsidiaries in France and Denmark.
İzzet Karaca graduated from Boğaziçi University Industrial Engineering Department in 1977. Having started his professional career in 1977 at Koç Research and Development Centre, he held Industrial Engineer and IT Manager position until 1985. Between 1985-1988, Karaca worked as Systems and Organization Director at Ford Otosan. Since 1988, he held several positions at Unilever in Germany, Türkiye and Baltic States including Internal Audit Group Manager, Logistics Manager, Commercial Director and Managing Director. In addition, between 2011- 2013, İzzet Karaca served as the Chairperson at YASED (International Investors Association). After serving as Executive Chairman at Unilever Türkiye and Unilever NAMET RUB (North Africa, Middle East, Russia, Ukraine and Belarus) and being a member of the Unilever CEO Forum, Karaca retired at December 2013. In 2015, he published his first book called "The New CEO is... You". Mr. Karaca fulfills all the criteria for an independent member set forth in the CMB Corporate Governance Principles. İzzet Karaca is a board member and consultant in various companies.
Born in 1957, Tayfun Bayazıt got his bachelor's degree in mechanical engineering from the Southern Illinois University, followed by a master's degree (MBA) from Columbia University. Having started his career at Citibank in 1983, Bayazıt assumed Executive Vice President and Senior Executive Vice President positions at Yapı Kredi Bank from 1986 until 1995. He was President and CEO at Interbank from 1995 to 1996, and at Banque de Commerce et de Placements from 1996 to 1999. Having served as Vice Chairman at Doğan Holding from 1999 until 2001, Bayazıt was later appointed as CEO and Board member at Dışbank (2001- 2005), Fortis Bank (2005-2007), and Yapı Kredi Bank (2007-2009), where he consequently served as Chairman from 2009 to 2011. He has been working as a consultant since 2011. Tayfun Bayazıt complies with all of the independent member requirements, defined in the Capital Markets Board (CMB) Corporate Governance Principles.
Uğur Bayar graduated from New York State University, Department of Mathematics & Statistics with a BSc. degree. Bayar started his career at Citibank Türkiye in 1987 and served in various roles in the treasury department until he started public service in 1992. He served as the Vice President in Public Partnership Administration between 1992-1997 and President at Prime Ministry Privatization Administration of Türkiye between 1997-2002. During this time, he also assumed the Chairmanships of the Board at Erdemir and Petrol Ofisi, and the Board Memberships at Turkish Airlines and Turk Telekom. He joined Credit Suisse Türkiye in 2004 and served as the country CEO and Head of Investment Banking until 2017. He is currently serving as the Chairman of the Board of Tekfen Teknoloji Yatırım and as an independent board member at Migros Ticaret A.S. Between 2018-2024, Bayar was an independent board member at Anadolu Grubu, Anadolu Efes and Coca-Cola İçecek. Uğur Bayar complies with all of the independent member requirements, defined in the Capital Markets Board (CMB) Corporate Governance Principles.
Mehmet Yükselen is graduared from Electronic Engineering from Boğaziçi University in 1991 and his MBA from Carnegie Mellon University. In 1993, Mr. Yükselen started his career as an expert consultant at The Boston Consulting Group and worked as an Assistant Manager at Mckinsey Company in 2000-2001, Istanbul Office Manager and Co-Founder at The Boston Consulting Group in 2001-2004, Strategy and Business Development Director at Sabancı Holding between 2004-2007, Accessturkey Capital Group Partner between 2007-2008, and Founding Partner at 2M Enerji ve Elektrik Üretim A.Ş. between 2005-2018. Since 2018, he continues to work as a Founding Partner in MY Investment, MY Enerjisolar, MY Energy, which are among the companies of MY Group of Companies. Eyüp Mehmet Cemil Yükselen complies with all of the independent member requirements, defined in the Capital Markets Board (CMB) Corporate Governance Principles.
Below is the convenience translation of the Statement of Independent Status and signed versions are provided in the Information Document prepared in Turkish.
• No employment relationship has been established during the last five years between me, my spouse and my relatives by blood or marriage up to second degree and the company, partnerships which the company controls the management of or has material influence over or shareholders who control the management of or have material influence over the company and legal entities which these shareholders control the management of, which has caused me to assume important duties and responsibilities in an executive position nor have I/we individually or jointly held more than 5% of the capital or voting rights or privileged shares in or established a material business relationship with the same,
• I was not a shareholder of (%5 and more) nor held an executive position which would cause me to assume important duties and responsibilities or officiated as a board member, during the last five years, in any company from or to which the company purchases or sells a substantial quantity of services or products based on agreements made, during the periods these services or products were sold or purchased including especially those companies which carry out audit (including tax audits, legal audits, internal audits), rating and consultancy services for the company,
• I have the professional education, knowledge and experience necessary to duly carry out the duties which I shall assume due to my position as an independent board member,
• I am not a full time employee with any public entity or organization following my election as a member with the exception of employment as a university professor provided that such employment is in compliance with the laws and regulations that are applicable to universities,
• I am assumed to be a resident in Turkey in accordance with the Income Tax Law dated 31.12.1960, numbered 193,
• I have strong ethical standards, professional reputation and experience that shall allow me to contribute positively to the activities of the company, maintain partiality in conflicts of interests between the company and its shareholders and decide freely by taking into account the rights of beneficiaries;
• I am able to dedicate a sufficient amount of time to the affairs of the company in a manner to follow up the conduct of company activities and duly perform the duties I have assumed,
• I did not officiate as a board member at the board of directors of the company for longer than 6 years during the last ten years,
• I am not officiating as an independent board member with more than three of the companies which the company controls or shareholders that control the management of the company control the management and in total more than five of the companies which are traded on the stock exchange and that therefore, I will serve in my position as a member of the Company's Board of Directors as an independent board member,
• I have not been registered and announced as a board member representing the legal entity for which I will be elected.
Date: 05.02.2025 Name – Surname: İzzet KARACA
Below is the convenience translation of the Statement of Independent Status and signed versions are provided in the Information Document prepared in Turkish.
• No employment relationship has been established during the last five years between me, my spouse and my relatives by blood or marriage up to second degree and the company, partnerships which the company controls the management of or has material influence over or shareholders who control the management of or have material influence over the company and legal entities which these shareholders control the management of, which has caused me to assume important duties and responsibilities in an executive position nor have I/we individually or jointly held more than 5% of the capital or voting rights or privileged shares in or established a material business relationship with the same,
• I was not a shareholder of (%5 and more) nor held an executive position which would cause me to assume important duties and responsibilities or officiated as a board member, during the last five years, in any company from or to which the company purchases or sells a substantial quantity of services or products based on agreements made, during the periods these services or products were sold or purchased including especially those companies which carry out audit (including tax audits, legal audits, internal audits), rating and consultancy services for the company,
• I have the professional education, knowledge and experience necessary to duly carry out the duties which I shall assume due to my position as an independent board member,
• I am not a full time employee with any public entity or organization following my election as a member with the exception of employment as a university professor provided that such employment is in compliance with the laws and regulations that are applicable to universities,
• I am assumed to be a resident in Turkey in accordance with the Income Tax Law dated 31.12.1960, numbered 193,
• I have strong ethical standards, professional reputation and experience that shall allow me to contribute positively to the activities of the company, maintain partiality in conflicts of interests between the company and its shareholders and decide freely by taking into account the rights of beneficiaries;
• I am able to dedicate a sufficient amount of time to the affairs of the company in a manner to follow up the conduct of company activities and duly perform the duties I have assumed,
• I did not officiate as a board member at the board of directors of the company for longer than 6 years during the last ten years,
• I am not officiating as an independent board member with more than three of the companies which the company controls or shareholders that control the management of the company control the management and in total more than five of the companies which are traded on the stock exchange and that therefore, I will serve in my position as a member of the Company's Board of Directors as an independent board member,
• I have not been registered and announced as a board member representing the legal entity for which I will be elected.
Date: 05.02.2025 Name – Surname: Tayfun BAYAZIT
Below is the convenience translation of the Statement of Independent Status and signed versions are provided in the Information Document prepared in Turkish.
• No employment relationship has been established during the last five years between me, my spouse and my relatives by blood or marriage up to second degree and the company, partnerships which the company controls the management of or has material influence over or shareholders who control the management of or have material influence over the company and legal entities which these shareholders control the management of, which has caused me to assume important duties and responsibilities in an executive position nor have I/we individually or jointly held more than 5% of the capital or voting rights or privileged shares in or established a material business relationship with the same,
• I was not a shareholder of (%5 and more) nor held an executive position which would cause me to assume important duties and responsibilities or officiated as a board member, during the last five years, in any company from or to which the company purchases or sells a substantial quantity of services or products based on agreements made, during the periods these services or products were sold or purchased including especially those companies which carry out audit (including tax audits, legal audits, internal audits), rating and consultancy services for the company,
• I have the professional education, knowledge and experience necessary to duly carry out the duties which I shall assume due to my position as an independent board member,
• I am not a full time employee with any public entity or organization following my election as a member with the exception of employment as a university professor provided that such employment is in compliance with the laws and regulations that are applicable to universities,
• I am assumed to be a resident in Turkey in accordance with the Income Tax Law dated 31.12.1960, numbered 193,
• I have strong ethical standards, professional reputation and experience that shall allow me to contribute positively to the activities of the company, maintain partiality in conflicts of interests between the company and its shareholders and decide freely by taking into account the rights of beneficiaries;
• I am able to dedicate a sufficient amount of time to the affairs of the company in a manner to follow up the conduct of company activities and duly perform the duties I have assumed,
• I did not officiate as a board member at the board of directors of the company for longer than 6 years during the last ten years,
• I am not officiating as an independent board member with more than three of the companies which the company controls or shareholders that control the management of the company control the management and in total more than five of the companies which are traded on the stock exchange and that therefore, I will serve in my position as a member of the Company's Board of Directors as an independent board member,
• I have not been registered and announced as a board member representing the legal entity for which I will be elected.
Date: 05.02.2025 Name – Surname: Uğur BAYAR
Below is the convenience translation of the Statement of Independent Status and signed versions are provided in the Information Document prepared in Turkish.
• No employment relationship has been established during the last five years between me, my spouse and my relatives by blood or marriage up to second degree and the company, partnerships which the company controls the management of or has material influence over or shareholders who control the management of or have material influence over the company and legal entities which these shareholders control the management of, which has caused me to assume important duties and responsibilities in an executive position nor have I/we individually or jointly held more than 5% of the capital or voting rights or privileged shares in or established a material business relationship with the same,
• I was not a shareholder of (%5 and more) nor held an executive position which would cause me to assume important duties and responsibilities or officiated as a board member, during the last five years, in any company from or to which the company purchases or sells a substantial quantity of services or products based on agreements made, during the periods these services or products were sold or purchased including especially those companies which carry out audit (including tax audits, legal audits, internal audits), rating and consultancy services for the company,
• I have the professional education, knowledge and experience necessary to duly carry out the duties which I shall assume due to my position as an independent board member,
• I am not a full time employee with any public entity or organization following my election as a member with the exception of employment as a university professor provided that such employment is in compliance with the laws and regulations that are applicable to universities,
• I am assumed to be a resident in Turkey in accordance with the Income Tax Law dated 31.12.1960, numbered 193,
• I have strong ethical standards, professional reputation and experience that shall allow me to contribute positively to the activities of the company, maintain partiality in conflicts of interests between the company and its shareholders and decide freely by taking into account the rights of beneficiaries;
• I am able to dedicate a sufficient amount of time to the affairs of the company in a manner to follow up the conduct of company activities and duly perform the duties I have assumed,
• I did not officiate as a board member at the board of directors of the company for longer than 6 years during the last ten years,
• I am not officiating as an independent board member with more than three of the companies which the company controls or shareholders that control the management of the company control the management and in total more than five of the companies which are traded on the stock exchange and that therefore, I will serve in my position as a member of the Company's Board of Directors as an independent board member,
• I have not been registered and announced as a board member representing the legal entity for which I will be elected.
Date: 05.02.2025 Name – Surname: Eyüp Mehmet Cemil YÜKSELEN
| ADEL KALEMCİLİK TİC. VE SAN.A.Ş. 2024 Dividend Paymnet Table (TL) | ||||||
|---|---|---|---|---|---|---|
| 1.Paid-In / Issued Capital | 259.875.000,00 | |||||
| 2. Total Legal Reserves (According to Legal Records) | 43.289.615,51 | |||||
| Information on privileges in dividend distribution, if any, in the Articles of Association: |
NONE | |||||
| Based on CMB Regulations |
Based on Legal Records | |||||
| 3. Current Period Profit | 76.277.000,00 | 698.942,36 | ||||
| 4. Taxes Payable (-) | 57.633.000,00 | 0,00 | ||||
| 5. Net Current Period Profit | 18.644.000,00 | 698.942,36 | ||||
| 6. Losses in Previous Years (-) | 0,00 | 0,00 | ||||
| 7. Primary Legal Reserve (-) | 34.947,12 | 34.947,12 | ||||
| 8. Net Distributable Current Period Profit |
18.609.052,88 | 663.995,24 | ||||
| Dividend Advance Distributed (-) | 0,00 | |||||
| Dividend Advance Less Net Distributable Current Period Profit |
0,00 | |||||
| 9. Donations Made During The Year ( + ) | 7.536.225,82 | |||||
| 10. Donation-Added Net Distributable Current Period Profit on which First Dividend Is Calculated |
26.145.278,70 | |||||
| 11. First Dividend to Shareholders | 0,00 | |||||
| * Cash | 0,00 | |||||
| * Stock | 0,00 | |||||
| 12. Dividend Distributed to Owners of Privileged Shares |
- | |||||
| 13. Other Dividend Distributed | - | |||||
| * To the Employees | 0,00 | |||||
| * To the Members of the Board of Directors |
0,00 | |||||
| * To Non-Shareholders | 0,00 | |||||
| 14. Dividend to Owners of Redeemed Shares |
- | |||||
| 15. Second Dividend to Shareholders | 0,00 | |||||
| 16. Secondary Legal Reserves | 13.703.208,75 | |||||
| 17. Statutory Reserves | - | |||||
| 18. Special Reserves | - | |||||
| 19. Extraordinary Reserves | 18.609.052,88 | 663.995,24 | ||||
| 20. Other Distributable Resources | 150.025.837,50 | 150.025.837,50 |
| DIVIDEND RATIOS | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share Group |
TOTAL DIVIDEND (TL) | TOTAL DIVIDEND/NET DISTRIBUTABLE PROFIT |
DIVIDEND TO BE PAID FOR SHARE WITH PAR VALUE OF 1 TL |
|||||||
| CASH DIVIDEND (TL) |
BONUS ISSUE (TL) |
RATE (%) | AMOUNT (TL) | RATE (%) | ||||||
| GROSS | - | 150.025.837,50 | - | - | 0,5773000 | 57,73 | ||||
| NET (*) |
- | 127.521.961,88 | - | - | 0,4907050 | 49,07 |
(*)The net calculation has been made based on the assumption of a 15% withholding tax. The applicable withholding tax rate may vary depending on the legal status of the shareholders and the provisions of the relevant Double Taxation Avoidance Agreements (DTAAs).
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