AGM Information • Apr 8, 2025
AGM Information
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Dear shareholder,
The Annual Shareholders Meeting of our Company for the year 2024 will be held on Wednesday, April 03, 2025 at 10:00 am at the Company headquarters located at Maslak Mah., Eski Büyükdere Cad., Giz 2000 Plaza, No:7, K:14, D:55-56, Sarıyer, İstanbul and will convene to discuss the following agenda items.
Shareholders listed in the Shareholders List obtained through the Electronic General Assembly System ("EGAS") of the Merkezi Kayıt Kuruluşu A.Ş. ("MKK") on the day of the meeting may attend the meeting physically or electronically, either in person or by proxy. Shareholders who will attend general meetings in person or by proxy physically need to present their identification at the meeting.
In accordance with Article 1527 paragraph 4 of the Turkish Commercial Code No 6102, Our shareholders who wish to attend the General Assembly Meeting may attend the General Assembly Meeting electronically, in person or through their representatives.
Our shareholders who wish to attend the 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 and Communiqué on the Electronic General Assembly System to be applied in the General Assemblies of Joint Stock Companies. Otherwise, it will not be possible for them to attend the general assembly meeting. Those who wish to attend the General Assembly Meeting in person or electronically through their representatives are required to notify their preferences via EGAS provided by MKK until 1 (one) day prior to the date of the General Assembly Meeting. Those who wish to attend the General Assembly Meeting via EGAS and exercise their shareholding rights without any problems must have a "secure electronic signature" in order to directly attend the General Assembly Meeting via EGAS or to appoint a proxy, and must log in to the system with their secure electronic signature from 06:00 a.m. until 5 minutes before the meeting time on the meeting day. In addition, proxies who will attend the meeting via EGAS must also have a "secure electronic signature". According to Article 1526 of the Turkish Commercial Code, notifications to be made through EGAS on behalf of legal entity shareholders must be signed by the authorized signatory of the legal entity using a secure electronic signature generated in their own name on behalf of the company. Comprehensive and current information can be accessed through the MKK's official website at https://egk.mkk.com.tr.
Shareholders who will participate in meetings via proxy in person are required to have the power of attorney issued by a notary public for third parties, as exemplified below and on the Company's website, or to attach the signed declaration of signature made in the presence of a notary public to the power of attorney form and submit it to the General Assembly.
The proxy appointed electronically through the Electronic General Assembly System is not required to submit a power of attorney document. The proxy appointed through EGAS may attend the General Assembly Meeting physically or through EGAS. The proxy who will attend the meeting physically and by proxy, whether appointed by a notarised power of attorney or through EGAS, is obliged to show his/her ID card at the meeting. Power of attorneys that are not in compliance with the sample power of attorney required by the Communiqué and attached to this invitation announcement will not be accepted due to our legal liability.
Shareholders who register to attend the meeting via EGAS will not be able to physically attend the meeting. There is no difference in terms of the ability to exercise rights arising from shareholding between physical attendance and attendance through EGAS; all shareholder rights, such as live viewing of the meeting, participation in voting, asking questions, and submitting motions, can be exercised through EGAS.
The Financial Statements of the Company and the Independent Auditor's Report for the year 2024, the proposal of the Board of Directors regarding the use of the Company profit for the year 2024, the 2024 Annual Report of the Board of Directors and Information Form, within the legal timeframe, made available for the review of our shareholders, starting from three weeks prior to the meeting, at our Company headquarters, at our corporate website www.liderfilo.com.tr and the Electronic General Assembly Portal of the Merkezi Kayıt Kuruluşu A.Ş.
Dear Shareholders are kindly invited to attend the meeting on the above-mentioned day and time.
Sincerely,
Additional information regarding the General Assembly of 2024, as mandated by the Communiqué on Corporate Governance with the reference number II-17.1 of the Capital Markets Board of Türkiye, has been presented for your reference.
As of the date of publication of this Information Document, following information provides details concerning our company's share count and voting rights reflecting its ownership structure, along with the number of shares and voting rights representing each share class in the capital, and the nature of any associated privileges.
| Shareholder Name | Share in Capital (TL) |
Shareholding | Voting | Voting Right | |
|---|---|---|---|---|---|
| Surname/Trade Name | Group A | Group B | Ratio (%) | Rights (Number) |
Ratio (%) |
| Metin Barokas | 26.500.00 | 87.500.000 | 69,09 | 220.000.000 | 81,18 |
| LDR Turizm A.Ş. | - | 2.000.000 | 1,21 | 2.000.0000 | 0,74 |
| Other | - | 49.000.000 | 29,70 | 49.000.000 | 18,08 |
| Total | 26.500.000 | 138.500.000 | 100 | 271.000.000 | 100 |
| 165.000.000 |
Our company's shares are divided into two groups: Group A and Group B. Group A shares are granted the privilege of nominating candidates for the Board of Directors and voting rights at General Assembly meetings, as outlined in the Company's articles of association. Group B shares, however, do not have any special rights or privileges. Half of the members of the Board of Directors are elected by the General Assembly from among the candidates nominated by Group A shareholders. If the number of board members is odd number, the fraction shall be rounded downwards to the nearest whole number. All candidates nominated by Group A shareholders shall consist of members other than independent members of the Board of Directors. In ordinary and extraordinary general assembly meetings, each Group A share carries 5 votes, while each Group B share carries 1 vote. The provision of Article 479/3 of the Turkish Commercial Code is reserved.
3. In case there is a proposal regarding the removal, alteration, or selection of board members on the agenda for the general assembly meeting, the required clarifications
There are no agenda items concerning the dismissal, replacement, or election of board members.
4. Information on Requests by our Shareholders, Capital Markets Board of Türkiye or Other public institutions and organizations relevant to the Company with respect to the General Assembly Meeting Agenda
The Company did not receive any agenda-related requests from our shareholders, Capital Markets Board of Türkiye or Other public institutions and organizations relevant to the Company with respect to the Annual General Assembly Meeting for the year 2024.
5. In case there is an amendment to the articles of association on the agenda, the old and new versions of the amendments to the articles of association together with the relevant board resolution.
There are no amendments to the Company's articles of association on the agenda.
Our company does not have any management or operational changes that would significantly impact its activities. Matters significantly affecting our company's operations are already disclosed to the public within the framework of relevant legislation. These disclosures can be accessed through the relevant pages of the Public Disclosure Platform (https://www.kap.org.tr/tr/sirket-bilgileri/ozet/4310-ldr-turizm-a-) and our company website (www.liderfilo.com.tr).
In accordance with the provisions of Turkish Commercial Code No. 6102 ("TCC") and the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies ("Regulation" or "General Assembly Regulation"), a Chairman of the Meeting will be elected to preside over the General Assembly meeting. Pursuant to relevant laws and regulations, the Chairman of the Meeting will be authorized to sign the General Assembly Meeting Minutes.
In accordance with the TCC, the Regulation and the Capital Markets Law ("CMB Law") and related regulations, the Annual Activity Report of the Board of Directors have been made available for the review of our shareholders, starting from three weeks prior to the meeting, at our Company headquarters, at our corporate website (www.liderfilo.com.tr) and the Electronic General Assembly Portal of the Merkezi Kayıt Kuruluşu A.Ş. will be submitted for the review, discussion and approval of our shareholders.
In accordance with the TCC, the Regulation and the Capital Markets Law and related regulations, Independent Audit's Report have been made available for the review of our shareholders, starting from three weeks prior to the meeting, at our Company headquarters, at our corporate website (www.liderfilo.com.tr) and the Electronic General Assembly Portal of the Merkezi Kayıt Kuruluşu A.Ş. will be submitted for the review, discussion and approval of our shareholders.
In accordance with the TCC, the Regulation and the Capital Markets Law and related regulations, Financial Statements have been made available for the review of our shareholders, starting from three weeks prior to the meeting, at our Company headquarters, at our corporate website (www.liderfilo.com.tr) and the Electronic General Assembly Portal of the Merkezi Kayıt Kuruluşu A.Ş. will be submitted for the review, discussion and approval of our shareholders.
In accordance with the provisions of the TCC, CMB Law and the related regulations, the release of each member of our Board of Directors for the Company's activities, transactions and accounts for 2024 will be submitted for the approval of our shareholders.
According to our financial statements for the fiscal year from 01.01.2024 to 31.12.2024, prepared in compliance with the Turkish Financial Reporting Standards in accordance with the provisions of the Turkish Commercial Code and the Capital Markets Law and audited by Edit Bağımsız Denetim Hizmetleri A.Ş., our company's net profit for the period is TL 758.337.102; and according to the legal records kept in accordance with the Tax Procedure Law, it is TL 269.110.274. The dividend distribution proposal prepared by our Board of Directors in accordance with the Capital Markets Board of Türkiye Legislations, the Company's Dividend Distribution Policy and the Company's articles of association in the financial statements dated 31 December 2024, prepared in accordance with the Communiqué on Principles Regarding Financial Reporting in Capital Markets numbered II-14.1, is included in Annex-1 and will be submitted to the opinion and approval of our shareholders at the General Assembly.
The compensation for the members of the Board of Directors will be determined by the General Assembly in accordance with the Turkish Commercial Code, relevant regulations, and the Capital Markets Law. In this context, the monthly salaries of the members of the Board of Directors will be determined for the new term, taking into consideration the proposal of the Corporate Governance Committee regarding the payments to be made to the members of the Board of Directors.
Taking into account the recommendation of the Audit Committee and Board of Directors decision an Independent Audit firm will be appointed to audit the financial reports of our Company for the 2025 fiscal year and to perform other activities within the scope of the relevant regulations under the Turkish Commercial Code and the Capital Markets Law. This selection will be presented to the esteemed shareholders for approval at the General Assembly.
Information regarding the donations and grants made during 2024 will be provided to the shareholders, and the upper limit for donations and grants to be made in 2025 will be determined.
In accordance with the Capital Markets Board's Communiqué on Buy-Back Shares numbered II-22.1, shareholders will be informed about the transactions executed under the Share Buy-Back Programme, which was initiated with the decision of our Company's Board of Directors dated 13.12.2023 and concluded on 24.10.2024 in order to stabilise the price movements of our Company's shares traded on the Borsa Istanbul, to ensure that the share price reflects the real performance of the Company's activities, to contribute to healthy price formation on the Borsa Istanbul and to protect the interests of our shareholders.
The proposal to grant the Board of Directors the authority to decide on the timing and terms for distributing interim dividends for the 2025 fiscal year, in accordance with the Turkish Commercial Code, the Capital Markets Law, and relevant regulations, as outlined in our Company's Dividend Distribution Policy, will be presented to the shareholders for their approval.
According to Article 12 of the Capital Markets Board's Communiqué on Corporate Governance numbered II-17.1, our Company is required to include a separate item on the agenda of the ordinary General Assembly meeting for guarantees, pledges, mortgages, and sureties granted by the Company to third parties, as well as income or benefits derived from them. Shareholders will be provided with information based on the Financial Statements and Independent Audit Report for the fiscal year ending on 31/12/2024.
As the performance of transactions by the members to the Board of Directors, under Article 395 of the TCC, titled "Prohibition of Transactions and Borrowing with Company" and Article 396, titled "Non-Competition," may only be possible with the approval of the General Assembly. the issuance of the authorization in question will be presented for approval of our shareholders in the General Assembly.
In accordance with Principle 1.3.6 of the Communiqué on Corporate Governance II-17.1, shareholders who have a management control, members of board of directors, managers with administrative liability and their spouses, relatives by blood or marriage up to second degree conduct a significant transaction with the corporation or subsidiaries thereof which may cause a conflict of interest, or/and conduct a transaction on behalf of themselves or a third party which is in the field of activity of the corporation or subsidiaries thereof, or become an unlimited shareholder to a corporation which operates in the same field of activity with the corporation or subsidiaries thereof, such transactions shall be included in the agenda as a separate item for providing detailed information at the general assembly meeting on the matter and recorded in the minutes of meeting. In accordance with Principle 1.3.7 of the Communiqué on Corporate Governance, individuals who have privileged access to partnership information, other than those specified in Principle 1.3.6, inform the Board of Directors to add to the agenda of the general assembly to provide information about transactions they have conducted on behalf of the partnership within the scope of the partnership's activities. Shareholders will be informed at the general assembly meeting in line with these principles.
Annex-1: The Board of Director's Dividend Proposal and 2024 Profit Distribution Statement
During the Company's Board of Directors meeting on March 10, 2025;
According to our financial statements for the fiscal year from 01.01.2024 to 31.12.2024, prepared in compliance with the provisions of the Capital Markets Board's Communiqué: II-14.1 in accordance with our company's net profit for the period is TL 758.337.102; and according to the legal records kept in accordance with the Tax Procedure Law, it is TL 269.110.274 TL.
After discussions, the Board of Directors proposes to the General Assembly for approval the distribution of cash dividends totaling TL 117.647.059 gross and TL 100.000.000 net, based on the Company's Dividend Distribution Policy and the Profit Distribution Statement provided. This proposal aligns with the Turkish Commercial Code and the Capital Markets Board's regulations on profit distribution.
In this context;
DECISION WAS MADE UNANIMOUSLY.
| LDR TURİZM A.Ş. 01.01.2024/31.12.2024 Period Dividend Payment Statement (TL) | |||||||
|---|---|---|---|---|---|---|---|
| Paid-In / Issued Capital | 165.000.000 | ||||||
| Total Legal Reserves (According to Legal Records) | 40.425.000 | ||||||
| Information on privileges in dividend distribution, if any, in the Articles of Association: | None | ||||||
| Based on CMB Regulations | Based on Legal Records | ||||||
| Current Period Profit | 1.048.867.056 | 313.024.065 | |||||
| Taxes Payable (-) | 290.529.954 | 43.913.790 | |||||
| Net Current Period Profit | 758.337.102 | 269.110.274 | |||||
| Losses in Previous Years (-) | - | - | |||||
| Primary Legal Reserve (-) | - | - | |||||
| Net Distributable Current Period Profit | 758.337.102 | 269.110.274 | |||||
| Donations Made During The Year ( + ) | - | - | |||||
| Donation-Added Net Distributable Current Period | 758.337.102 | 269.110.274 | |||||
| Profit on which First Dividend Is Calculated | |||||||
| First Dividend to Shareholders | 117.647.059 | 117.647.059 | |||||
| - Cash | 117.647.059 | 117.647.059 | |||||
| - Stock | - | - | |||||
| - Total | 117.647.059 | 117.647.059 | |||||
| Dividend Distributed to Owners of Privileged Shares | - | - | |||||
| Other Dividend Distributed | - | - | |||||
| - To the Members of the Board of Directors | - | - | |||||
| - To the Employees | - | - | |||||
| - To Non-Shareholders | - | - | |||||
| Dividend to Owners of Redeemed Shares | - | - | |||||
| Second Dividend to Shareholders | - | - | |||||
| Secondary Legal Reserves | 10.939.706 | 10.939.706 | |||||
| Statutory Reserves | - | - | |||||
| Special Reserves | - | - | |||||
| Extraordinary Reserves | 629.750.337 | 140.523.510 | |||||
| Other Distributable Resources | - | - |
| DIVIDEND PAYMENT RATES TABLE | ||||||||
|---|---|---|---|---|---|---|---|---|
| TOTAL DIVIDEND AMOUNT (TL) - GROSS Share Group |
TOTAL DIVIDEND AMOUNT (TL) / GROSS DISTRIBUTABLE CURRENT PERIOD PROFIT (%) |
DIVIDEND TO BE PAID FOR SHARE WITH PAR VALUE OF 1 TL |
||||||
| CASH DIVIDEND AMOUNT |
STOCK DIVIDEND AMOUNT |
RATIO (%) | AMOUNT (TL) | RATIO (%) | ||||
| GROSS | A | 18.894.831 | - | 2,49 | 0,7130125 | 71,30125 | ||
| B | 98.752.228 | - | 13,02 | 0,7130125 | 71,30125 | |||
| TOPLAM | 117.647.059 | - | 15,51 | 0,7130125 | 71,30125 | |||
| TOTAL DIVIDEND AMOUNT (TL) - NET |
TOTAL DIVIDEND AMOUNT (TL) / NET DISTRIBUTABLE CURRENT PERIOD PROFIT (%) |
DIVIDEND TO BE PAID FOR SHARE WITH PAR VALUE OF 1 TL |
||||||
| CASH DIVIDEND AMOUNT |
STOCK DIVIDEND AMOUNT |
RATIO (%) | AMOUNT (TL) | RATIO (%) | ||||
| NET | A | 16.060.606 | - | 2,12 | 0,6060606 | 60,60606 | ||
| B | 83.939.394 | - | 11,07 | 0,6060606 | 60,60606 | |||
| TOPLAM | 100.000.000 | - | 13,19 | 0,6060606 | 60,60606 |
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