AGM Information • Apr 30, 2025
AGM Information
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The Ordinary General Assembly Meeting ("Ordinary General Assembly Meeting") of our company, Aztek Teknoloji Ürünleri Ticaret Anonim Şirketi ("Company"), will be held on April 24, 2025 (Thursday) at 10:00 AM at Mustafa Kemal Alışveriş Merkezi 1. Kat No: 7 Beşiktaş/İstanbul to review the Company's activities for the year 2024 and to discuss and resolve the agenda items listed below.
The shares of our Company are registered and monitored by the Central Registry Agency. Shareholders who have the right to attend the General Assembly Meeting may participate in the meeting to be held at the address specified above either in person or through their representatives. Alternatively, they may also attend the General Assembly electronically, either in person or via their representatives, by using their secure electronic signatures through the Electronic General Assembly System provided by the Central Registry Agency.
In accordance with Article 417 of the Turkish Commercial Code (TCC) No. 6102 and the provisions of the Capital Markets Board (CMB) Communiqué No. II-13.1 on the Procedures and Principles for Keeping Records of Dematerialized Capital Market Instruments, the list of shareholders holding dematerialized shares eligible to attend the Ordinary General Assembly Meeting will be prepared by our Company based on the "Shareholding Chart" obtained from the Central Registry Agency (CRA - MKK). Further information on this matter can be obtained from the CRA (MKK) website at www.mkk.com.tr.
Pursuant to Article 415 of the Turkish Commercial Code (TCC), shareholders whose shares have been dematerialized in accordance with the regulations of the Central Registry Agency (CRA - MKK) and whose names appear on the list of attendees are eligible to attend the Ordinary General Assembly Meeting. For participation in the meeting, individual shareholders must present their identification, while representatives of legal entities are required to provide both their identification document and a power of attorney.
The financial statements for the 2024 fiscal year, the independent audit report prepared by KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., the Board of Directors' proposal on profit distribution, explanations regarding compliance with the Corporate Governance Principles regulated under the Capital Markets Board (CMB) Communiqué No. II-17.1 on Corporate Governance ("Corporate Governance Communiqué"), the annual activity report, and the explanatory notes containing the required disclosures in accordance with CMB regulations and the agenda items listed below will be made available for shareholders' review. These documents will be accessible at least three weeks prior to the meeting (excluding the announcement and meeting days) at the Company's headquarters, on the Company's corporate website (www.aztekteknoloji.com), on the Public Disclosure Platform (KAP), and on the Electronic General Assembly System (e-GKS), one of the e-MKK services.
Shareholders who are unable to attend the meeting in person must arrange their power of attorney in accordance with the relevant regulations. Shareholders who will participate electronically via the Electronic General Assembly System (e-GKS) will retain their rights and obligations under this system. Proxy forms can be obtained from the Company's offices or downloaded from the Company's corporate website (www.aztekteknoloji.com). Shareholders must comply with the provisions set forth in the Capital Markets Board (CMB) Communiqué No. II-30.1 on Voting by Proxy and Proxy Solicitation, which was published in the Official Gazette No. 28861 on December 24, 2013. Notarized copies of duly completed proxies must be submitted to the Company. If a proxy has been appointed electronically via e-GKS, no separate physical power of attorney is required. However, due to our legal responsibility, proxy forms that do not comply with the mandatory format specified in the Communiqué and attached to the General Assembly invitation announcement will not be accepted.
Shareholders or their representatives who will vote via the Electronic General Assembly System (e-GKS) must fulfill their obligations in accordance with the provisions of the Regulation on General Assemblies Conducted Electronically in Joint Stock Companies, published in the Official Gazette No. 28395 on August 28, 2012, and the Communiqué on the Electronic General Assembly System to be Implemented in General Assemblies of Joint Stock Companies, published in the Official Gazette No. 28396 on August 29, 2012. Shareholders or their representatives who will participate electronically via e-GKS can obtain detailed information regarding attendance, proxy appointment, proposal submission, expressing opinions, and voting procedures from the Central Registry Agency (CRA - MKK) website at https://egk.mkk.com.tr.
Pursuant to Article 415, Paragraph 4 of the Turkish Commercial Code (TCC) and Article 30, Paragraph 1 of the Capital Markets Law (CML), the right to attend and vote at the General Assembly Meeting is not conditional upon the deposit of share certificates. In this regard, shareholders who wish to attend the Ordinary General Assembly Meeting are not required to block their shares.
At the Ordinary General Assembly Meeting, except for the provisions regarding electronic voting, the open voting method by raising hands will be used for voting on the agenda items. In accordance with Law No. 6698 on the Protection of Personal Data (KVKK), detailed information regarding the processing of your personal data by our Company can be accessed under the KVKK and Privacy section on our corporate website at www.aztekteknoloji.com.
Pursuant to the Capital Markets Law (CML), no additional notification by registered mail will be sent to shareholders holding registered shares that are traded on the stock exchange. This is respectfully submitted for the information of our esteemed shareholders.
Company Address: Akat Mah. Hare Sk. Aztek Blok No: 1 Beşiktaş / İstanbul
Tel: 0212 279 88 91
Trade Registry and Number: İstanbul / 432660-5
Mersis No: 0127115083900001
Among the additional disclosures required to be made pursuant to Corporate Governance Principle No. 1.31 of the Capital Markets Board's Corporate Governance Communiqué No. II-17.1, those related to the agenda items have been made in the relevant agenda item below, and other mandatory general disclosures are presented for your information in this section.
The total number of shares and voting rights reflecting the shareholding structure of our Company as of the date of announcement of this information document ("Information Document"), the number of shares and voting rights representing each privileged share group and the nature of the privileges are presented below.
Group A shareholders have the privilege to nominate candidates for the board of directors pursuant to Article 7 of the Articles of Association. Half of the members of the Company's board of directors are elected among the candidates nominated by Group A shareholders. In the event that the number of board members is an odd number, the number of candidates to be nominated by Group A shareholders shall be fractional, and the fractional number shall be rounded down to the next lower whole number. The members of the Board of Directors to be elected among the candidates to be nominated by the Group A shareholders shall be members other than the independent members specified in the corporate governance principles of the Capital Markets Board. The Chairman of the Board of Directors shall be elected among the members of the Board of Directors nominated by the Group A shareholders.
Group A shareholders also have voting privileges pursuant to Article 10 of the Articles of Association. Group A registered shares have 5 voting rights and Group B bearer shares have 1 voting right at General Assembly meetings.
Pursuant to the provisions of Article 14 of the Articles of Association, Group A shareholders have a privilege in dividend distribution. The holders of 4,500,000 Group A privileged shares of the Company with a total nominal value of TL 4,500,000 have accepted and undertaken with the letter of undertaking dated 22.03.2022 that the dividend privilege granted to Group A shares shall be applied and paid as 5% of the first and second dividends to be distributed in cash by the Company for a period of 5 years within the framework of Article 14 titled "Determination and Distribution of Profit" of the Articles of Association of the Company. In the letter of commitment dated 22.03.2022, the privileged shareholders have also agreed and undertaken that they will not exercise their rights in the event that more dividends fall to their shares in line with the privilege granted to them in the Articles of Association of the Company during the specified 5-year period, and that if they transfer the privileged Group A shares, they will ensure that the purchasers of these shares make the same commitment.
| Name | Group | Share | Share (%) | Voting Rights | Voting Rights |
|---|---|---|---|---|---|
| Amount (TL) | (TL) | (%) | |||
| Mazlum | A | 2.250.000 | 2,25 | 11.250.00 | 9,53 |
| Hüseyin | |||||
| Ütebay | |||||
| Mazlum | B | 34.601.250 | 34,60 | 34.601.250 | 29,32 |
| Hüseyin | |||||
| Ütebay |
The voting rights of our shareholders are presented in the table below:
| Hasan | A | 2.250.000 | 2,25 | 11.250.00 | 9,53 |
|---|---|---|---|---|---|
| Hüseyin | |||||
| Ütebay | |||||
| Hasan | B | 34.028.250 | 34,60 | 34.028.250 | 25,32 |
| Hüseyin | |||||
| Ütebay | |||||
| Other | B | 26.870.500 | 26,30 | 26.870.500 | 26,30 |
| Total | 100.000.000 | 100,00 | 118.000.000 | 100,00 |
There are no management and operational changes that have taken place in the past accounting period or planned for the future accounting periods that will significantly affect the Company's activities. Material event disclosures made by our Company within the scope of the relevant legislation can be accessed at www.kap.org.tr..
III. Requests of the Shareholders, the Capital Markets Board (CMB) and/or other Public Institutions and Organizations with which the Company is related for the inclusion of items on the agenda,
No such request has been submitted for the ordinary general assembly meeting to be held on 24.04.2025.
I/we hereby appoint _______________________________ as our proxy to be authorized to represent me/our company, to vote, to make proposals and to sign the necessary documents in line with the opinions I/we have expressed below at the Ordinary General Assembly meeting of Aztek Teknoloji Ürünleri Ticaret A.Ş. for the year 2024 to be held on 24.04.2025 at 10:00 am at Mustafa Kemal Shopping Center 1st Floor No: 7 Beşiktaş/İstanbul.
| T.R. Identity No / Tax No | : | |
|---|---|---|
| Trade Registry and Number (if legal entity) | : | |
| MERSIS No. | : | |
| Address | : | |
| Signature | : |
(*)For foreign proxies, the equivalent, if any, of the aforementioned information must be submitted. A) SCOPE OF THE AUTHORIZATION OF REPRESENTATION
a) The proxy is authorized to vote in line with his/her own opinion.
b) The proxy is authorized to vote in line with the suggestions of the Company management.
c) The proxy is authorized to vote in accordance with the instructions specified in the table below. Instructions (In case option (c) is selected by the shareholder, the instructions specific to the agenda item should be given by marking one of the options given opposite the relevant general assembly agenda item (acceptance or rejection) and if the rejection option is selected, by indicating the dissenting opinion, if any, requested to be written in the minutes of the general assembly meeting).
| Agenda Items (*) | Accept | Reject | Opposition Comment |
|
|---|---|---|---|---|
| 1- | Opening and election of the meeting chairmanship and | |||
| authorizing the meeting chairman to sign the minutes | ||||
| of the meeting, | ||||
| 2- | Reading and discussion of the Board of Directors' | |||
| Annual Report for 2024, | ||||
| 3- | Reading the Independent Audit Report prepared by the | |||
| Independent Audit Firm for the year 2024, | ||||
| 4- | Reading, discussion and approval of the financial | |||
| statements for the fiscal year 2024, | ||||
| 5- | To release the members of the Board of Directors | |||
| individually from liability for the Company's activities | ||||
| in 2024, | ||||
| 6- | Acceptance, acceptance with amendments or rejection | |||
| of the Board of Directors' proposal on the distribution | ||||
| of the profit for the year 2024 and the date of dividend | ||||
| distribution, prepared within the framework of the | ||||
| Company's dividend distribution policy, |
| 7- | Approval of authorizing the Board of Directors to decide on the distribution of Advance Dividend for the |
||
|---|---|---|---|
| 2025 accounting period within the scope of the | |||
| Dividend Communiqué numbered II-19.1, | |||
| 8- | Determining and resolving on the monthly salaries of | ||
| the members of the Board of Directors and all kinds of | |||
| financial rights such as attendance fees within the | |||
| framework of the Company's Remuneration Policy, | |||
| 9- | Approval of the selection of the independent audit firm | ||
| by the board of directors in accordance with the | |||
| regulations of the Turkish Commercial Code, the | |||
| Capital Markets Board, and the Public Oversight, | |||
| Accounting and Auditing Standards Authority, | |||
| 10- | Pursuant to the Turkish Commercial Code and Capital | ||
| Markets Board regulations; informing the shareholders | |||
| about the guarantees, pledges, mortgages and sureties | |||
| given by the Company and its subsidiaries in favor of | |||
| third parties in 2024 and the income or benefits | |||
| obtained, | |||
| 11- | Pursuant to the Corporate Governance Principles, | ||
| providing information on the donations and grants | |||
| made by the Company in 2024 and determining the | |||
| upper limit for donations and grants to be made for the | |||
| remainder of 2025, | |||
| 12- | In line with the principle no. 1.3.6 of the Corporate | ||
| Governance Principles, informing the shareholders | |||
| about the significant transactions realized in 2024 that may cause conflict of interest, |
|||
| 13- | Presentation of the share buy-back transactions |
||
| realized pursuant to the decision taken by the Board of | |||
| Directors for the information of the shareholders, | |||
| 14- | Granting permission to the members of the Board of | ||
| Directors to carry out the transactions specified in | |||
| Articles 395 and 396 of the Turkish Commercial Code, | |||
| 15- | Wishes and Comments. | ||
a) The proxy is authorized to vote in accordance with his/her own opinion.
b) The proxy is not authorized to represent in these matters.
c) The proxy is authorized to vote in accordance with the following special instructions.
Special Instructions; (Special instructions should be written)
NOTE: The scope of representation authority should be determined by selecting one of the options (a), (b) or (c) for sections 1 and 2 in section (A).
1. I hereby approve the representation of my shares detailed below by proxy.
a) Type and series:*
b) Number/Group:**
c) Quantity-Nominal value:
ç) Whether it has voting privileges:
d) Bearer or registered:*
e) Proportion of total shares/voting rights held by the shareholder:
(*This information is not requested for dematerialized shares)
(**For dematerialized shares, information regarding the group, if any, will be given instead of the number)
2. I hereby approve the representation by proxy of all of my shares included in the list of shareholders who can participate in the general assembly prepared by the CRA one day before the day of the general assembly.
NOTE: In section (B), one of the options (1) or (2) should be selected and the shares to be represented by the proxy should be specified.
| T.R. Identity No / Tax No | : |
|---|---|
| Trade Registry and Number (if legal entity) | : |
| MERSIS No. | : |
| Address | : |
| Signature | : |
(*)For foreign shareholders, the equivalent, if any, of the aforementioned information should be provided.
Pursuant to the provisions of the "Turkish Commercial Code No. 6102" (TCC), "Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to be present at these Meetings" ("Regulation" or "General Assembly Regulation") and Article 7 of the Company's General Assembly Internal Directive, the Chairman of the Meeting and, if deemed necessary, the Vice Chairman shall be elected to conduct the General Assembly meeting. At least one Minutes Clerk shall be appointed by the Meeting Chairman in accordance with the General Assembly Internal Directive. The Meeting Chairman may also appoint a sufficient number of vote collectors. Within the framework of the provisions of the Turkish Commercial Code and the General Assembly Regulation, the General Assembly will vote on the issue of authorizing the chairman of the meeting to record the decisions taken at the General Assembly meeting.
The 2024 Annual Report of the Board of Directors is made available for the review of our shareholders three weeks prior to the General Assembly meeting at our Company's headquarters, on our Company's website at www.aztekteknoloji.com, on the Public Disclosure Platform at www.kap.org.tr and on the Electronic General Assembly Platform of the Central Registry Agency, within the framework of the Capital Markets Board ("CMB") regulations and the provisions of the Turkish Commercial Code and the Regulation. The 2024 Annual Report of the Board of Directors and the Declaration of Compliance with Corporate Governance Principles will be submitted to the opinion of our shareholders at the General Assembly Meeting.
The Independent Audit Report for the 2024 activity period is made available for the review of our shareholders at our Company's headquarters, on our Company's website at www.aztekteknoloji.com, on the Public Disclosure Platform at www.kap.org.tr, and on the Electronic General Assembly Platform of the Central Registry Agency three weeks prior to the General Assembly Meeting, within the framework of CMB regulations and the provisions of the Turkish Commercial Code and the Regulation. The 2024 Independent Audit Report for the operating period will be read at the General Assembly Meeting and submitted for the information of our shareholders.
2024 Consolidated Financial Statements are made available for the review of our shareholders three weeks prior to the General Assembly Meeting at our Company's headquarters, on our Company's website at www.aztekteknoloji.com, on the Public Disclosure Platform at www.kap.org.tr, and on the Electronic General Assembly Platform of the Central Registry Agency within the framework of CMB regulations and the provisions of the Turkish Commercial Code and the Regulation. The 2024 Consolidated Financial Statements will be presented at the General Assembly Meeting for the discussion and approval of our shareholders.
5. To release the members of the Board of Directors individually from liability for the Company's activities in 2024,
Within the framework of the provisions of the TCC and the Regulation, the release of the members of our Board of Directors for their activities, transactions and accounts for the year 2024 will be submitted to the approval of our shareholders at the General Assembly Meeting.
Our Company's consolidated net profit for the period in our financial statements prepared in accordance with the provisions of the Capital Markets Board's Communiqué on Principles Regarding Financial Reporting in Capital Markets numbered II-14.1 is TL 226,448,514 and our net profit for the period in our financial statements prepared in accordance with the provisions of the Tax Procedure Law is TL 508,743,809.69.
The table regarding our dividend distribution proposal prepared in accordance with the Dividend Distribution Table format in the Dividend Communiqué No. II-19.1 and the Dividend Guidelines announced pursuant to this Communiqué is attached as Annex-1.
The information regarding the proposal of the Board of Directors regarding the distribution of the profit for the fiscal year 2024 has been announced on the Public Disclosure Platform with the Material Event Disclosure dated 24.03.2025 and will be submitted to the approval of our shareholders at the General Assembly Meeting.
Approval of authorizing the Board of Directors to decide on the distribution of Advance Dividend for the 2025 accounting period within the scope of the Dividend Communiqué numbered II-19.1.
TTK ve Sermaye Piyasası mevzuatları ile Şirket Esas Sözleşmesinin ilgili hükümleri ile Şirketimizin Ücretlendirme Politikası çerçevesinde 2025 faaliyet yılında yönetim kurulu üyelerinin yıllık ücret tutarı ortaklarımız tarafından belirlenecektir.
In accordance with the Turkish Commercial Code (TCC), the Capital Markets Board (CMB), and the Public Oversight, Accounting, and Auditing Standards Authority (KGK) regulations, the independent audit firm to be selected by the Board of Directors, based on the opinion of the Audit Committee, will be submitted for approval at the General Assembly. This firm will conduct the independent audit of the financial reports for the 2025 fiscal year and, subject to authorization by the KGK to perform independent assurance activities in the field of sustainability for 2024 and 2025, it will also carry out mandatory sustainability assurance audits and other related activities in compliance with the Turkish Sustainability Reporting Standards (TSRS) issued by the KGK. The independent audit firm proposed for approval at the General Assembly has been authorized by the KGK to conduct independent audit activities.
.
Pursuant to Article 12 of the Corporate Governance Communiqué numbered II-17.1 of the Capital Markets Board, the guarantees, pledges, mortgages and sureties given by the Company and its subsidiaries in favor of third parties and the income or benefits obtained should be included as a separate item on the agenda of the ordinary general assembly meeting, and this issue is included in footnote 15.2 of our consolidated financial statements dated 31.12.2024, and the Company and its subsidiaries have no guarantees, pledges, mortgages and sureties given in favor of third parties. It will be submitted for the information of our shareholders at the General Assembly Meeting.
In accordance with Article 6 of the Capital Markets Board (CMB) Communiqué No. II-19.1 on Dividend Distribution and Principle No. 1.3.10 of the Corporate Governance Principles, donations made during the 2024 fiscal year must be presented to the shareholders at the Ordinary General Assembly Meeting.
The Company did not make any donations in 2024. The limit for donations to be made in 2025 will be determined by the shareholders during the General Assembly Meeting.
The "Corporate Governance Principles" annexed to the Capital Markets Board's Communiqué on Corporate Governance numbered II-17.1 (1.3. 6) "In the event that shareholders who control the management, members of the board of directors, executives with administrative responsibility, and their spouses and relatives by blood or marriage up to second degree engage in a material transaction with the partnership or its subsidiaries that may cause a conflict of interest and/or engage in a commercial business transaction that falls 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 business 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 in the general assembly and shall be recorded in the minutes of the general assembly. Within the framework of the article ", the transactions of the persons mentioned herein, if any, will be submitted for the information of our shareholders at the General Assembly meeting.
There has been no significant transaction requiring disclosure under Principle No. 1.3.6 of the Corporate Governance Principles.
Within the scope of our Company's Board of Directors resolution dated 08.02.2023 and 20.03.2025, the issues regarding the shares acquired by our Company will be submitted to the information of our shareholders at the General Assembly.
In accordance with Articles 395/1 ("Prohibition on Transactions with the Company and Borrowing from the Company") and 396 ("Non-Compete Obligation") of the Turkish Commercial Code (TCC), members of the Board of Directors may engage in such transactions only with the approval of the General Assembly. To comply with these regulations, the granting of this authorization will be submitted for the approval of the shareholders, and shareholders will also be informed about any such transactions carried out during the year.
Wishes and Comments.
| 2024 PROFIT DISTRIBUTION PROPOSAL | |||
|---|---|---|---|
| Aztek Teknoloji Ürünleri Ticaret A.Ş. 2024 Dividend Distribution Table (TL) | |||
| 1. Paid-in Capital | 100.000.000,00 | ||
| 2. General Legal Reserves (Based on the Legal Records) | 54.726.048,39 | ||
| Information regarding the privilege in dividend distribution, if any, granted pursuant to the Articles of Association |
After the first dividend is set aside, 2% of the remaining amount is set aside as dividend for Group (A) shares. |
||
| Pursuant to the CMB | Pursuant to the Legal Records | ||
| 3. Profit / (Loss) for the Period | 367.664.190,00 | 658.910.156,14 | |
| 4. Taxes ( - ) | 141.215.676,00 | 150.166.346,45 | |
| 5. Net Profit for the Period( = ) | 226.448.514,00 | 508.743.809,69 | |
| 6. Losses related to the previous years ( - ) | - | 0,00 | |
| 7. General Legal Reserves ( - ) | - | - | |
| 8. NET DISTRIBUTABLE PROFIT FOR THE PERIOD (=) | 226.448.514,00 | 508.743.809,69 | |
| 9. Donations made during the year ( + ) | - | - | |
| 10. Net Distributable Profit for the Period Including Donations | 226.448.514,00 | 508.743.809,69 | |
| 11. | First Dividend to Shareholders | ||
| - Cash | 135.869.108,40 | - | |
| - Bonus shares | - | ||
| - Total | 135.869.108,40 | - | |
| 12. Dividend Distributed to Privileged Shareholders | - | ||
| 13. Dividends to board members, employees, etc. | - | ||
| 14. Dividend Distributed to Holders of Jouissance Shares | - | ||
| 15. Second Dividend to Shareholders | - | ||
| 16. General Legal Reserves | 13.586.910,84 | - | |
| 17. Statutory Reserves | - | ||
| 18. Special Reserves | - | ||
| 19. EXTRAORDINARY RESERVES | 76.992.494,76 | - | |
| 20. | her Sources which are Anticipated as Distributable | ||
| - Retained Earnings |
- | - | |
| - Extraordinary Reserves |
- | - | |
| - Other distributable reserves pursuant to the Law and Articles of Association |
|||
| - | - |
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