AGM Information • Apr 29, 2025
AGM Information
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The Ordinary General Assembly Meeting of our Company for the year 2024 will be held on Tuesday, 29.04.2025 at 10.00 a.m. at Balıkesir Chamber of Industry GaziosmanpaşaOSB Mah. 11.Cad. No:2/A Altıeylül Balıkesir address.
The Annual Report of the Board of Directors, Corporate Governance Principles Compliance Report, Corporate Governance Information Form, Financial Statements, Independent Audit Report of the Independent Audit Firm, Proposal for Dividend Distribution, General Assembly Information Document, Power of Attorney Form and related documents required to be submitted to the review of the shareholders before the general assembly meeting pursuant to the legislation shall be submitted to our Company, GaziosmanpaşaOSB Mah. 7th Cad. Ekos Elektrik Blok No: 17-19a Inner Door No: 1 Altıeylül / Balıkesir head office address, branches, our Company's website www.ekoselectric.com, Public Disclosure Platform and Electronic General Assembly System ('e-GEM') system will be made available for review of our esteemed shareholders.
In order for our Shareholders who cannot attend the meeting in person to exercise their voting rights by proxy, they are required to arrange their proxies in accordance with the attached sample, with their signatures approved by a notary public, and submit them to our Company by fulfilling the other issues regulated by the Capital Markets Board's 'Communiqué on Voting by Proxy and Proxy Solicitation' (II-30.1). A sample proxy form can also be obtained from our Company headquarters and the Company's website at www.ekoselectric.com. The proxy appointed through e-GEM can attend the General Assembly Meeting both physically and through e-GEM without the need to submit any other proxy document. The proxy who will attend the meeting physically and by proxy, whether appointed by a notarised power of attorney or through e-GEM, is required to show his/her ID card at the meeting.
Our Shareholders or their representatives who wish to attend the Ordinary General Assembly Meeting electronically are required to fulfil their obligations in accordance with the provisions of the 'Regulation on General Assemblies of Joint Stock Companies to be held electronically' published in the Official Gazette dated 28 August 2012 and numbered 28395 and the 'Communiqué on the Electronic General Assembly System to be applied in the General Assemblies of Joint Stock Companies' published in the Official Gazette dated 29 August 2012 and numbered 28396, and they are kindly requested to obtain information about these principles from the Central Registry Agency ('CRA') or the website of CRA at www.mkk.com.tr.
In case our shareholders wish to attend the Ordinary General Assembly Meeting, they are not obliged to have their shares deposited with any institution in accordance with the provisions of the Turkish Commercial Code No. 6102 and Capital Markets Law No. 6362. Our shareholders who wish to attend the General Assembly Meeting are required to fulfil the procedures announced to the public by MKK. The General Assembly Meeting may be attended by the shareholders whose names appear on the list of attendees formed by taking into account the 'shareholders list' provided by the CRA. The check of whether the persons who physically come to the meeting hall to attend the Ordinary General Assembly Meeting are shareholders or representatives will be made on the list received.
For the information of our esteemed shareholders.
Among the additional disclosures required to be made pursuant to the 'Corporate Governance Communiqué' numbered II-17.1 of the Capital Markets Board ('CMB'), 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:
1. Total number of shares and voting rights reflecting the shareholding structure of the Company as of the date of disclosure, if there are privileged shares in the Company's capital, the number of shares and voting rights representing each privileged share group and the nature of the privileges:
The issued capital of the Company is 280,000,000.00 (two hundred and eighty million) Turkish Liras. This capital is divided into 280,000,000 (two hundred and eighty million) shares, each with a value of 1.00 (One) Turkish Lira. All of this issued capital has been paid in full, free of collusion. Of these shares, 44,000,000 are registered Group A shares and 236,000,000 are bearer Group B shares. Group A shares have the privilege to nominate candidates for the board of directors and to vote in the general assembly. Each Group A registered share has 5 voting rights at the General Assembly. Group B shares do not have any privileges.
| Sharehodlers | Group | Share Amount (TL) |
Share Ratio (%) |
Voting Rights (TL) |
Share Ratio (%) |
|---|---|---|---|---|---|
| Tarık Can Akbaş | A | 22.000.000 | 7,86 | 110.000.000 | 24,12 |
| B | 88.000.000 | 31,43 | 88.000.000 | 19,30 | |
| Tunahan Akbaş | A | 22.000.000 | 7,86 | 110.000.000 | 24,12 |
| B | 88.000.000 | 31,43 | 88.000.000 | 19,30 | |
| Other | B | 60,000,000 | 21.43 | 60,000,000 | 13.16 |
| Total Issued Capital | - | 280.000.000 | 100,00 | 456.000.000 | 100,00 |
Shareholding structure as of the date of disclosure:
2. Changes in the management and activities of the Company and its subsidiaries that have taken place in the previous accounting period or planned in the future accounting periods that will significantly affect the activities of the Company and its subsidiaries and the reasons for these changes:
There are no changes in the management and operations of the Incorporation and its subsidiaries that have taken place in the previous accounting period or are planned for the future accounting periods, which would significantly affect the activities of the Incorporation. Such matters are disclosed to the public through material event disclosures and such disclosures can be accessed at www.kap.org.tr or www.ekoselectric.com under the Investor Relations tab.
3. Information on the Requests of Shareholders, Capital Markets Board and Other Public Institutions and Organisations Regarding the Placement of Items on the Agenda:
There is no request from the Shareholders, Capital Markets Board and other Public Institutions and Organisations to add any item to the agenda.
There is no dismissal, replacement or election of board members on the General Assembly agenda.
5. Resolution of the Board of Directors on the Amendment of the Articles of Association, Old and New Forms of the Amendments:
There is no amendment to the articles of association on the General Assembly agenda.
6102 numbered Turkish Commercial Code ('TCC') and the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to be present at these Meetings ('Regulation').
In accordance with the provisions of the Turkish Commercial Code, the Regulation and the Capital Markets Law, information will be given about the Board of Directors' Annual Report for the activity period of 2024, which was submitted to the review of our Shareholders at the Company headquarters, on the Public Disclosure Platform, on the e-GEM of the CRA and on our Company's website at www.ekoselectric.com for three weeks prior to the General Assembly Meeting, and will be submitted to the General Assembly for its opinion and approval.
In accordance with the provisions of the Turkish Commercial Code, the Regulation and the Capital Markets Law, information will be given about the Independent Audit Report for the activity period of 2024, which is made available for the review of our Shareholders at the Company headquarters, on the Public Disclosure Platform, on the e-GEM of the CRA and on our Company's website at www.ekoselectric.com for three weeks prior to the General Assembly Meeting, and will be submitted to the General Assembly for its opinion.
In accordance with the provisions of the Turkish Commercial Code, the Regulation and the Capital Markets Law, information will be given about the Financial Statements for the activity period of 2024, which are made available for the review of our Shareholders at the Company headquarters, on the Public Disclosure Platform, on the e-GEM of the CRA and on our Company's website at www.ekoselectric.com during the three weeks preceding the General Assembly Meeting, and will be submitted for the opinion and approval of the General Assembly.
Within the framework of the provisions of the TCC and the Regulation, the release of the members of the Board of Directors separately for their activities, transactions and accounts for the year 2024 will be submitted to the approval of the General Assembly.
According to our financial statements for the accounting period 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 Turkish Commercial Code and the Capital Markets Law and audited by Vizyon Grup Bağımsız Denetim A.Ş., a net profit for the period of TL 99,529,543.00 was obtained and a net profit for the period of TL 215,189,393.00 was obtained according to our financial statements prepared in accordance with the principles of the Tax Procedure Law.
In order to strengthen the current balance sheet structure of our company and to ensure a healthier management of cash flow for the upcoming period, the Board of Directors' proposal not to distribute the net distributable profit for the year 2024 will be submitted to the approval of the General Assembly, taking into account our investments and financing needs.
In line with the provisions of the Turkish Commercial Code, the relevant legislation, the Company's Articles of Association and the Remuneration Policy, the remuneration to be paid to the members of the Board of Directors and the Independent Board Members will be determined in the operating period of 2025.
The General Assembly will be informed about the payments made to the members of the Board of Directors and senior executives within the 2024 activity period of our Company.
In accordance with the Turkish Commercial Code, Capital Markets Law and the regulations of the Public Oversight, Accounting and Auditing Standards Authority, the selection of the independent audit firm to be proposed by the Board of Directors to audit the financial reports for the fiscal year 2025 and to carry out other activities within the scope of the relevant regulations in these laws will be submitted to the approval of our shareholders.
Pursuant to the Capital Markets Board's Corporate Governance Communiqué II-171.1, the General Assembly will be informed about the donations and aids made by the Company for social aid purposes in 2024.
Pursuant to Article 19/(5) of the CML, the limit of donations to be made by the Company will be determined by the General Assembly. In this context, the upper limit for donations and grants to be made in 2025 will be determined by the General Assembly.
In accordance with the Corporate Governance Communiqué numbered II-17.1 of the Capital Markets Board, the General Assembly will be informed about the guarantees, pledges, mortgages and sureties given by our Company in favour of third parties in 2024. Footnote 17 of our financial statements dated 31.12.2024 includes this issue.
The approval of the General Assembly is required for the members of the Board of Directors to carry out transactions within the framework of Article 395 titled 'Prohibition of Transactions with the Company and Borrowing from the Company' and Article 396 titled 'Prohibition of Competition' of the TCC. In this context, the General Assembly will be informed about the authorisation to be granted to the members of the Board of Directors.
The General Assembly will be informed about the transactions made by the members of the Board of Directors within the scope of the aforementioned articles in 2024.
| 1. Paid-In / Issued Capital | 280.000.000 | |
|---|---|---|
| 2. Total Legal Reserves (According to Legal Records) | 10.759.469,69 | |
| * | SPK'ya Göre (TL) | Yasal Kayıtlara (YK) Göre (TL) |
| 3. Current Period Profit | 215.751.230,00 | 261.641.825,57 |
| 4. Taxes Payable (-) | 116.222.535 | 46.452.431,75 |
| 5. Net Current Period Profi | 99.529.543,00 | 215.189.393,82 |
| 6. Losses in Previous Years (-) | 0,00 | 0,00 |
| 7. Primary Legal Reserve (-) | 4.976.477,15 | 10.759.469,69 |
| 8. Net Distributable Current Period Profit | 94.553.065,85 | 204.429.924,13 |
| Dividend Advance Distributed (-) | ||
| Dividend Advance Less Net Distributable Current Period Profit | ||
| 9. Donations Made During The Year ( + ) | ||
| 10. Donation-Added Net Distributable Current Period Profit on which First Dividend Is Calculated |
||
| 11. First Dividend to Shareholders | ||
| * Cash | ||
| * Stock | ||
| 12. Dividend Distributed to Owners of Privileged Shares | ||
| 13. Other Dividend Distributed | ||
| * To the Employees | ||
| * To the Members of the Board of Directors | ||
| * To Non-Shareholders | ||
| 14. Dividend to Owners of Redeemed Shares | ||
| 15. Second Dividend to Shareholders | ||
| 16. Secondary Legal Reserves | 10.759.469,69 | |
| 17. Statutory Reserves | ||
| 18. Special Reserves |
| 19. Extraordinary Reserves | 94.553.065,85 | |
|---|---|---|
| 20. Other Distributable Resources |
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