AGM Information • Apr 7, 2025
AGM Information
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The 2024 Ordinary General Assembly Meeting of Türkiye Şişe ve Cam Fabrikaları Anonim Şirketi was held on March 25, 2025, at 10:00 at the principal place of business located at İçmeler Mah. D-100 Karayolu Cad. No:44/A 34947 Tuzla-Istanbul under the supervision of Hatice Önder, Ministry Representative, appointed by the official letter of the Istanbul Provincial Directorate of Trade of the Ministry of Trade dated 24.3.2025 and numbered E-90726394-431.03-00107587713.
The convocation of the meeting, as set forth in the Turkish Commercial Code No. 6102 ("TTC"), Capital Market Law No. 6362 ("CML") and the Articles of Association and including the agenda, was performed on March 3, 2025 by promulgating the day and agenda of the meeting within the statutory period on the edition no. 11283 of the Trade Registry Gazette of Türkiye dated March 3, 2025 and further posted on the corporate website of our Company on www.sisecam.com.tr, on the website of the Public Disclosure Platform ("PDP") on www.kap.gov.tr and in the Electronic General Assembly System (EGAS) of the Merkezi Kayıt Kuruluşu A.Ş. ("MKK"). In accordance with the Article 29 of the Capital Market Law, no further registered mail was delivered to our shareholders for the convocation of the General Assembly Meeting.
Upon examination of the list of attendees, out of the shares corresponding to the Company's total nominal capital of 3,063,214,056.17 Turkish Liras, a total of 1,950,919,987.383 Turkish Liras of shares were represented at the meeting. 2.352,950,648 Turkish Lira nominal capital shares participated in person. 136.935,320 Turkish Lira nominal capital shares were represented by the representatives who deposited their shares. 1.811,631,716.735 Turkish Lira nominal capital shares were represented by other representatives. The minimum meeting quorum stipulated by both the law and the Articles of Association was present.
It has been further acknowledged that Mr. Adnan Bali, the Chairperson of the Board of Directors, the Vice-Chairman Hasan Cahit Çınar, members of the Board of Directors Ms. Saime Gonca Artunkal, Mr. Murat Doğan, Ms. Gül Okutan Nilsson, Ms. Ebru Özşuca, Ms. Gül Ayşem Sargın, Mr Can Yücel; and Mr. Mustafa Görkem Elverici, CEO, and Mr. İsmail Cihan Harman, on behalf of the company PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., Independent auditor of the Company for the accounting period of 2024, were present in the meeting.
Ms. Rabia Seher Bilik, holder of the "Central Registry Agency General Assembly System Certificate" was authorized by Mr. Adnan Bali, the Chairperson of the Board of Directors for the utilization of the electronic general assembly system.
It has been identified by the Ministry Representative that the provisions in the Articles of Association and the Company Internal Directive regulating the working principles of the General Assembly as well as the Turkish Commercial Code and other relevant legislation were fulfilled both in physical and electronic settings and the required quorum was present and there were no obstacles to prevent the initiation of the meeting. As it has been stipulated that the meeting quorum was present and there were no objections for that, the meeting was concurrently initiated in the physical and electronic settings upon the authorization of the Ministry representative following the provision of information on the voting procedure, and the discussions on the agenda were initiated accordingly.
1. It was proposed in a written motion issued by the representative of Türkiye İş Bankası A.Ş. and Efes Holding A.Ş. to elect Mr. Adnan Bali as the chair of the meeting, Mr. Mustafa Görkem Elverici as the vote collector and Mr. Gökhan Güralp as the secretary of the meeting and to grant authorization to the executive board of the assembly for signing the minutes of the General Assembly Meeting.
The proposal was presented for the approval and accepted by majority of the votes, with the affirmative votes associated with the shares with the nominal value TL 1.924.533.897,443 against the dissenting votes associated with the shares with the nominal value TL 26.382.688,047.
The agenda was read and it was asked whether there was a proposal for a change regarding the order of discussion of the agenda topics, and since there was no suggestion from the shareholders, the agenda topics were initiated to be discussed in accordance with the order specified in the promulgation.
The dissenting opinion submitted by Mr. Gürsoy Hafızoğlu, who participated electronically, is attached to the minutes.
2. On the ground that the Annual Report of the Board of Directors and the Reports of the Independent Audit Organization related to the accounting period of 2024 were presented for the review of the shareholders three weeks before the general assembly meeting on the Public Disclosure Platform, the website of our Company at www.sisecam.com, in the Electronic General Assembly System of the Central Registry Agency and at the principal place of business of the Company, only the opinions section of the Reports of the Independent Audit Organization was read. The Annual Report of the Board of Directors and the Reports of the Independent Audit Organization related to the accounting period of 2024 were made available for deliberation.
Investor Mr. Bülent Tekkaya addressed the meeting and noted that the financial reports for the 6th, 9th, and 12th months of 2024 are not available on the website. He mentioned that the report for the third month is the most recent one accessible and needs updating. Additionally, he referred to the March 10, 2025 report, which forecasts that the negative free cash flow is expected to persist for the next 12-18 months, and he requested further clarification on this issue. Mr. Tekkaya also highlighted that 11 million in sales were conducted through brokerage house transactions in March as part of the share purchase program and requested comments on this matter.
Investor Mr. Bekir Aydoğmuş took the floor to inquire about the reasons why Şişecam has not engaged in share buybacks during the market downturns in late 2024 and throughout 2025. He noted that the share price has remained stagnant for the past two years. Additionally, he requested further information regarding the company's overseas port investments and hedging mechanisms.
Investor Mr. Volkan Cömert took the floor and expressed concerns regarding Şişecam's decreasing profitability due to inflation accounting. He requested further information about the company's American investment, specifically questioning whether additional investment in Wyoming is necessary. Mr. Cömert highlighted that Şişecam's net debt to EBITDA ratio is approximately 5.2, noting that the current debt level is high and suggesting that action could be taken through investment properties or other means. He proposed that a capital increase could be considered, leveraging the funds accumulated from inflation accounting. Additionally, Mr. Cömert pointed out that on August 8, 2024, the Capital Markets Board (CMB) allowed companies to disclose balance sheets without the application of TAS 29, emphasizing the importance for investors to see financial figures without the influence of this accounting standard. He mentioned that while net sales, EBITDA, and net profit are visible in İşbank's balance sheet, it would be advantageous for both investors and analysts if Şişecam also provided its own detailed balance sheet disclosures.
Investor Mr. Mehmet Türk, who participated electronically, expressed his opposition to the buyback. He suggested that the company could instead distribute the equivalent amount as dividends or invest in other opportunities, rather than purchasing its own shares.
Investor Mr. Murat Akbulut, who participated electronically, requested details about the return period and expected profitability of the soda ash investments in the USA. He also inquired whether there are any plans for significant acquisitions or mergers in the next five years.
Investor Mr. Mehmet Türk, who participated electronically, expressed concern that the general administrative and marketing expenses for 2024 have significantly impacted the gross profit. He inquired about the primary reasons for this situation and asked whether there is a potential risk of similar occurrences in future periods.
Mr. Görkem Elverici, CEO, gave the following answers in response to the questions. "There are common issues that should be addressed collectively. Concerning the negative free cash flow and Moody's report, it's important to note that the potential for generating positive cash flow in the glass sector is traditionally lower compared to some other industries. Şişecam is currently engaged in intensive investments, with four major projects underway.
This scenario of negative free cash flow is an anticipated reality in the glass industry, especially during periods of high investment. Given our significant investment activities, the likelihood of negative free cash flow is elevated. However, our primary objective is to ensure that the negative cash flow remains below the projected levels. In the glass industry, free cash flow tends to be negative during downturns and positive during upturns. Two of our core business areas are highly seasonal, and while performance has improved compared to previous years, we must observe the results as we enter the peak seasons, particularly in Q2 and Q3. This will provide a clearer picture of our ability to limit negative free cash flow.
Financial reports are available on our website.
The buyback program was initially announced in 2021 and updated in 2022. It consists of two aspects: quantitative and qualitative. As of now, 76.5% of the allocated amounts have been fulfilled. Şişecam maintains an evolving strategy for buybacks, which is regularly updated. While specific details cannot be disclosed publicly, Şişecam conducted buybacks in 2024 as deemed necessary. To date, repurchases totaling a nominal value of 17.6 million have been completed. No additional buyback program has been announced by Şişecam.
IS Investment serves as an intermediary institution. Any inquiries regarding IS Investment's activities should be directed to their board of directors and investor relations team. Although both entities are part of the same group, numerous transactions impact us independently. From our perspective, we are committed to conducting our operations with transparency, fairness, and accountability.
What we need is robust numerical performance and effective strategic management. The rest is influenced by market dynamics. We ensure full transparency by announcing all our purchases and sales on the same day.
Regarding our hedging policies, Şişecam manages an extensive balance sheet across different currencies. Beyond our hedging strategies, we conduct operations in over 20 currencies, sell to more than 150 countries, and have production facilities in 14 countries across 4 continents.
We conduct essential swap and related transactions concerning both interest rates and exchange rates. We utilize a variety of hedging strategies in our purchasing and related activities. Comprehensive details are available in our financial reports. We believe that adopting steady, long-term, and well-considered hedging policies is more effective than reacting swiftly to short-term market fluctuations.
We appreciate and welcome the comment on buybacks. Dividends, buybacks, and retaining earnings within the company form a triad of essential financial strategies. Each of these tools is highly effective and can yield different outcomes depending on their respective allocations. We strive to utilize this trio in the most efficient and impactful manner.
Operating expenses, particularly general administrative and marketing expenses, are a significant aspect of our financial considerations. Detailed information on these expenses is published in our transcripts, where you can access all relevant details. Additionally, comprehensive explanations of our accounts are provided in the footnotes of our financial reports. I encourage you to review these footnotes for more in-depth information. Notably, the most significant expense within our sales and marketing costs is transportation, which is primarily attributed to our delivery model.
As Turkey's largest and one of the world's leading logistics users, Şişecam benefits from more advantageous logistics agreements and costs. Şişecam prefers delivering directly to customer locations rather than from the factory. This strategy positively impacts both our turnover and operational metrics. When comparing companies, it's important to consider these delivery methods. Companies using a factory delivery model typically report inherently lower figures. However, this effect should also be factored out from the turnover for accurate comparisons.
More than one-third of Şişecam's expenses are attributed to transportation costs. In 2024, we are 13% more optimistic compared to 2023. Our inflation-indexed increase stands at 22%, which is an improvement over the sector average. These two items together account for two-thirds of our operating expenses. Full details can be found in the financial footnotes. International sales volume constitutes 59% of our operations. Two-thirds of our revenue is derived from sales in international markets in currencies other than the Turkish Lira (TL). Additionally, 45% of our sales are from international operations, which include both production and sales outside of Turkey. We plan to organize these insights into a detailed analysis, supplemented with examples, in the coming period. If our international sales remain stable or experience slight growth, we anticipate a valuation increase of 16% from 2023 to 2024.
The inflation rate in Turkey currently stands at 44%, significantly impacting financial outcomes. We observe a decline in gross profitability during each economic cycle, with inflation accounting and currency devaluation contributing factors. According to our model, over 55% of production, a substantial portion of transportation, and a significant segment of our headquarters operations are based in Turkey. However, our growth in international trade figures remains limited to 16%. Despite these challenges, our expenses remain high due to the pressures of inflation accounting. While permanently altering our operational model isn't feasible, a reduction in the inflation rate would positively influence our financial performance. Regarding operating expenses, we have already implemented comprehensive measures to mitigate their impact.
The final issue concerns our investment in America. At the last stage, we have one operational facility that has been in operation since 1962. We became a partner for the first time at the end of 2021, initially holding an effective share of 22.5%. Subsequently, we increased our publicly traded shares to 30.6% alongside our partner, and after acquiring additional shares last year, we reached a majority holding of 51%. The Pacific Project, which involves solution mining and greenfield investment, is also ongoing. Detailed information regarding this can be found on KAP. We are currently reviewing the scale of our investments, the existing shareholding structure, our expectations, and potential increases in CAPEX. Any changes or adjustments to our plans will be communicated to the public. Our port investment is directly related to these projects. We have already developed a project with a capacity of 2.5 million tons and have plans for an expandable 5 million tons project. The necessary permits are in the final stages, and we anticipate completion within 1 to 2 months. In the United States, the total soda ash production is 12 million tons, with local consumption at 6 million tons. Our capacity stands at 5 million tons, while Ciner Group has an announced capacity of 3 million tons, bringing the combined total to 8 million tons. The port investment is crucial to support this capacity. As of the end of 2021, we have disclosed both turnover and EBITDA expectations in our announcements. For the new project, we anticipate approximately \$1.3 billion in revenue at a capacity of 5 million tons and expect an EBITDA margin exceeding 40%. The payback period is projected to be a little over 10 years. We will continue to update you on the latest developments.
A periodic permit was obtained in Wyoming, but it has since expired. To increase capacity, a new application must be submitted. As Şişecam, we provide nominal figures and have already discussed the situation prior to inflation accounting at the investor conference. Detailed information is available in the conference transcripts. The topic of bonus capital is one that invites diverse opinions. As a company with a significant public float, we value and respect all perspectives."
The dissenting opinion submitted by Mr. Gürsoy Hafızoğlu, who participated electronically, is attached to the minutes.
3. On the ground that the Financial Statements related to the accounting period of 2024 were presented for the review of the shareholders three weeks before the general assembly meeting on the Public Disclosure Platform, the website of our Company at www.sisecam.com, in the Electronic General Assembly System of the Central Registry Agency and at the principal place of business of the Company, only the consolidated financial statements independently audited were read in terms of Million Turkish Lira by the main groups. The Financial Statements related to the accounting period of 2024 were made available for deliberation.
Investor Mr. Kazım Arguz addressed the meeting, highlighting that the company has experienced rapid growth, particularly over the past decade. However, he noted that this growth is not reflected in the company's book value. He inquired about the feasibility of increasing the book value and mentioned that the share price is approximately \$1. In light of this, he questioned the incentive for investors to retain their shares and emphasized the need for the company to instill confidence among its shareholders. Mr. Arguz proposed that the company consider revising its growth strategy. He suggested that the company should focus on attracting investors and shift its emphasis from growth to investment absorption. Additionally, he expressed the expectation that by 2025, 2026, and 2027, the company would be able to deliver greater returns to its shareholders.
Mr. Görkem Elverici, CEO, made the following statements: "Book value revaluation is conducted in accordance with relevant regulations, and all transactions are carried out accordingly. We operate within the framework of established standards. For instance, the company's valuation was \$6 billion 1.5 years ago. In 2022, due to increased sales and rising energy costs stemming from the Russia-Ukraine crisis, the company's value rose to \$8 billion. Currently, we are facing a dual challenge: the negative phase of the economic cycle and the impacts of inflation accounting and currency devaluation. Şişecam has demonstrated a pattern of steady growth, marked by periods of plateauing, subsequent rises, and stabilization. Traditionally, Şişecam's debt-to-EBITDA ratio over the past decade has remained below 1. However, during this period of investment and inflation accounting, it has risen to 5.3, which is a concern for us. We are committed to taking necessary actions to reduce it. Our primary focus is on maintaining the company's strong financial performance and sustainability while honoring our commitments. We are committed to making only those promises that we can fulfill."
Investor Murat Akbulut, who participated electronically, expressed concerns about a significant decline in EBITDA and net profit in 2024. He requested information on strategies to enhance profitability in 2025 and beyond. Additionally, he inquired about plans for debt management following the issuance of a \$1.5 billion Eurobond.
In response, CEO Mr. Görkem Elverici stated: "Our primary focus in reducing debt is to boost our financial performance to levels we are accustomed to. We are committed to implementing all feasible margin improvements. We are taking decisive and swift actions regarding our reserves and other relevant areas. The current challenges stem from a mismatch between our established service model and recent macroeconomic developments. It is our responsibility to address and rectify this issue. We are adopting a comprehensive plan to restore our financial metrics to their historical levels."
The Financial Statements related to the accounting period of 2024 were presented for the approval and accepted by majority of the votes, with the affirmative votes associated with the shares with the nominal value TL 1.923.753.905,760 against the dissenting votes associated with the shares with the nominal value TL 27.166.081,623.
The dissenting opinion submitted by Mr. Gürsoy Hafızoğlu, who participated electronically, is attached to the minutes.
4. It was presented for the approval of election of Mr. Adnan Bali on July 19, 2024 to serve as member of the Board of Directors, vacated due to the resignation of Mr. Sezgin Lüle, our Member of the Board of Directors, on June 28, 2024, to complete the remaining term of his predecessor and the election of Mr. Ahmet Kırman to serve as member of the Board of Directors, vacated due to the resignation of Mrs. Ebru Özşuca, our Member of the Board of Directors, on July 1, 2024, to complete the remaining term of her predecessor and accepted by majority of votes, with the affirmative votes associated with the shares with the nominal value TL 1.922.423.633,760 against the dissenting votes associated with the shares with the nominal value TL 28.496.353,623.
The dissenting opinion submitted by Mr. Gürsoy Hafızoğlu, who participated electronically, is attached to the minutes.
5. Acquittal of the Board of Directors for the transactions and accounts of 2024 was presented for the approval and accepted by majority of votes, with the affirmative votes associated with the shares with the nominal value TL 1.921.759.550,760 against the dissenting votes associated with the shares with the nominal value TL 29.160.436,623. The members of the Board of Directors did not vote for their own release.
The dissenting opinion submitted by Mr. Gürsoy Hafızoğlu, who participated electronically, is attached to the minutes.
6. The proposal of the Board of Directors, in accordance with the topic 6 of the agenda, on the distribution of the dividend for 2024, prepared in line with the dividend distribution policy of the Company, promulgated at least 3 weeks before the General Assembly Meeting on the corporate website www.sisecam.com of the Company, at the principal place of business of the Company, on the Public Disclosure Platform, in Electronic General Assembly System of the Merkezi Kayıt Kuruluşu A.Ş. (Central Registry Agency) and in the annual report and the date of dividend distribution was read by the Chair.
Reserving the net period profit with the amount of TL 5,022,436,000, corresponding to the main shareholder on the consolidated financial statements drawn up by the management of Türkiye Şişe ve Cam Fabrikaları A.Ş. on the basis of TAS/TFRS related to the accounting period of January 1-December 31, 2024, audited by PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi, in the following manner in accordance with the regulations of the Capital Markets Board ("CMB") on the dividend distribution, provisions in Article 25 of our Articles of Association and principles stipulated in the "Dividend Distribution Policy" of our company disclosed to public;
| Thousand Turkish Lira | ||
|---|---|---|
| 1. | Net Profit for the Period | 5,022,436 |
| 2. | As per 5/1-e Article of Corporate Tax Law the amount of dividend put in a special fund | |
| 3. | Primary Legal Reserve | |
| ব | Net Distributable Period Profit | 5,022,436 |
| 5. | Donations Made within the year | 28,805 |
| ട്. | Net Distributable Period Profit with the Addition of Donations, where the First | |
| Dividend will be Calculated | 5,051,241 | |
| 7- | First Dividend to Shareholders | |
| Cash | ||
| Bonus Shares | ||
| Total Dividend | ||
| 8. | General Legal Reserves | 184,684 |
| ு | Reserve for Contingencies | 4,837,752 |
| 10. Dividend Distributed from Extraordinary Reserves | 2,000,000 |
distribution of the gross dividend with the amount of TL 2,000,000,000 corresponding to 65.29089% of the current issued capital in cash, covering the dividend to be distributed from the extraordinary reserves retained within the Company, payment of the dividend to our shareholders subject to withholding after performing income tax withholding on the cash dividend and setting the payment date of the cash dividend as May 30, 2025 were presented for the approval and accepted by majority of votes, with the affirmative votes associated with the shares with the nominal value TL 1.950.919.981,760 against the dissenting votes associated with the shares with the nominal value TL 5,623.
Investor Mr. Hasan Duran suggested withholding dividend payments, citing that our company's stock is currently valued at \$1 and has not generated returns for investors in dollar terms over the past 25 years. However, since the Board of Directors' proposal concerning the method and timing of profit distribution for the year 2024 was approved by a majority vote, Mr. Hasan Duran's proposal was not brought to a vote.
The dissenting opinion submitted by Mr. Gürsoy Hafızoğlu, who participated electronically, is attached to the minutes.
7. In a written motion issued by the representative of Türkiye İş Bankası A.Ş. and Efes Holding A.Ş., granting authorization to the Board of Directors for the distribution of advance dividend in 2025, in accordance with the "Dividend Communique" of the Capital Markets Board, was proposed.
As no further proposal was presented, this proposal was presented for the approval and accepted by majority of the votes, with the affirmative votes associated with the shares with the nominal value TL 1.950.762.716,340 against the dissenting votes associated with the shares with the nominal value TL 157.271,043.
Investor Mr. Mehmet Türk stated that the responses were transparent and reassuring, that some companies do not respond to e-mails, but Şişecam responds to investors on every issue, and thanked Şişecam for paying regular dividends for years.
The dissenting opinion submitted by Mr. Gürsoy Hafızoğlu, who participated electronically, is attached to the minutes.
8. In a written motion issued by the representative of Türkiye İş Bankası A.Ş. and Efes Holding A.Ş., it was proposed for the determination of the monthly base gross salaries of the Members of the Board of Directors to be TL 230,000.
As no further proposal was presented, this proposal was presented for the approval and accepted by majority of the votes, with the affirmative votes associated with the shares with the nominal value TL 1.814.177.127,761 against the dissenting votes associated with the shares with the nominal value TL 136.742.859,623.
The dissenting opinion submitted by Mr. Gürsoy Hafızoğlu, who participated electronically, is attached to the minutes.
9. In a written motion issued by the representative of Türkiye İş Bankası A.Ş. and Efes Holding A.Ş., the following individuals who have presented their written statements indicating their agreement on the duties, were proposed to be assigned and appointed as the members of the Board of Directors of the Company to serve an office term of one year until the Ordinary General Assembly for the year 2025 to be held in 2026;
the following individuals who have presented their written statements indicating their agreement on the duties, were proposed to be assigned and appointed as the independent members of the Board of Directors of the Company, within the framework of article 4.3.7 of the Corporate Governance Communique with the series numbered: II-17.1 of the Capital Markets Board on the Determination and implementation of the Corporate Governance Principles and approved by the letter of the Capital Markets Board dated February 4, 2025, to serve an office term of one year until the Ordinary General Assembly for the year 2025 to be held in 2026;
As no further proposal was presented, this proposal was presented for the approval and accepted by majority of the votes, with the affirmative votes associated with the shares with the nominal value TL 1.912.976.913,336 against the dissenting votes associated with the shares with the nominal value TL 37.943.074,047.
The dissenting opinion submitted by Mr. Gürsoy Hafızoğlu, who participated electronically, is attached to the minutes.
10. The assignment and appointment of the company PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., with its principal place of business located at Kılıçali Paşa Mah. Meclis-i Mebusan Cad. No:8 İç Kapı No:301 Beyoğlu/Istanbul, registered before the Trade Registry Directorate of Istanbul with the registration number 201465, as the independent auditor of our Company to audit the financial reports of our Company for the accounting period of 2025, execute other activities within the scope of the relevant regulations in these laws and audit the assurance of the sustainability reports within the accounting periods of 2024 and 2025, is accepted by majority of the votes, with the affirmative votes associated with the nominal value TL 1.950.253.937,336 against the dissenting votes associated with the shares with the nominal value TL 666.050,047.
The dissenting opinion submitted by Mr. Gürsoy Hafızoğlu, who participated electronically, is attached to the minutes.
11. In accordance with the Corporate Governance Communique with the series numbered: II-17.1 of the Capital Markets Board, information provided to the shareholders regarding the donations worth of TL 28,805,466 granted to various institutions and organizations within 2024 for the purpose of social allowances.
In a written motion issued by the representative of Türkiye İş Bankası A.Ş. and Efes Holding A.Ş., it was proposed for the determination of the Upper Limit of the Donations to be Granted within 2025 to be TL 75,000,000 and it was accepted by majority of the votes, with the affirmative votes associated with the shares with the nominal value TL 1.949.540.422,336 against the dissenting votes associated with the shares with the nominal value TL 1.379.565,047.
The dissenting opinion submitted by Mr. Gürsoy Hafızoğlu, who participated electronically, is attached to the minutes.
12. In a written motion issued by the representative of Türkiye İş Bankası A.Ş. and Efes Holding A.Ş., it was proposed that the amendment to the articles of association enclosed in the general assembly notice promulgated on the Trade Registry Gazette of Türkiye, with the edition no. 11283, dated March 3, 2025, was not to be read again considering that it has already presented and made available concurrently on the Company website and the Public Disclosure Platform for review of our shareholders and it was accepted by majority of the votes, with the affirmative votes associated with the shares with the nominal value TL 1.814.838.307,336 against the dissenting votes associated with the shares with the nominal value TL 136.081.680,047.
The acceptance of the articles of association amendment wording as follows related to Article 7 of the Articles of Association of the Company under the heading Capital, approved by the authorization letters of the CMB dated March 6, 2025 and numbered E-29833736-110.04.04- 68822 and the Directorate General of Domestic Trade of the Turkish Ministry of Trade dated March 13, 2025 and numbered E-67300147-431.99-00107235079 was presented for the approval of the general assembly.
| OLD TEXT | NEW TEXT |
|---|---|
| Türkiye Şişe ve Cam Fabrikaları A.Ş. | Türkiye Şişe ve Cam Fabrikaları A.Ş. |
| Articles of Association | Articles of Association |
| CAPITAL | CAPITAL |
| Article 7- | Article 7- |
| The Company has accepted the Registered Capital System in accordance with the provisions |
The Company has accepted the Registered Capital System in accordance with the provisions |
of the Capital Market Law and passed to this system with the Capital Markets Board's authorization no. 93, dated March 4, 1985.
The upper limit of the registered capital of the Company is 5,000,000,000 Turkish lira, divided into 500,000,000,000 shares with each having the nominal value of 1 (one) Kuruş.
The upper limit of the registered capital authorization granted by the Capital Markets Board is valid for the years 2021-2025 (5 years). Even if the permitted upper limit of registered capital has not been reached at the end of 2025, in order for the board of directors to take a decision to increase the capital after 2025, it is mandatory to obtain authorization from the General Assembly for a new period not to exceed 5 years following the authorization of the Capital Markets Board for the previous or new upper limit. In case this authorization is not obtained, the Company is not entitled to increase the capital as per the decision of the Board of Directors.
The Company's issued capital is 3,063,214,056.17 Turkish lira, divided into shares with each having the nominal value of 1 Kuruş. 2,250,000,000 Turkish lira, which constitutes the previously issued capital, has been fully paid and covered.
TL 813,214,056.17 increased this time has been covered by the merger of our Company with Anadolu Cam Sanayii Anonim Şirketi, Denizli Cam Sanayii ve Ticaret Anonim Şirketi, Paşabahçe Cam Sanayii ve Ticaret Anonim Şirketi, Soda Sanayii Anonim Şirketi, and Trakya Cam Sanayii Anonim Şirketi by acquiring all assets, liabilities, rights, and obligations in compliance with Article 134 and subsequent articles of the Turkish Commercial Code no. 6102, Articles 19 and 20 of the Corporate Tax Law no. 5520, Articles 23, 24 and other related articles of the Capital Markets Law no. 6362, the Capital Markets Board's Communique on Merger and Demerger (II-23.2), and other relevant legislation and according to the principles accepted in the merger agreement of 27.04.2020, signed by all the companies involved in the merger.
All the Company's shares are registered. The Company is not entitled to issue bearer shares, except for those that will be issued to be traded on the stock exchange.
The capital of the Company can be increased or decreased in accordance with the provisions of the Turkish Commercial Code, Capital Market Legislation, and Electricity Market Legislation, when necessary.
of the Capital Market Law and passed to this system with the Capital Markets Board's authorization no. 93, dated March 4, 1985.
The upper limit of the registered capital of the Company is 20,000,000,000 Turkish lira, divided into 2,000,000,000,000 shares with each having the nominal value of 1 (one) Kuruş.
The upper limit of the registered capital authorization granted by the Capital Markets Board is valid for the years 2025-2029 (5 years). Even if the permitted upper limit of registered capital has not been reached at the end of 2029, in order for the board of directors to take a decision to increase the capital after 2029, it is mandatory to obtain authorization from the General Assembly for a new period not to exceed 5 years following the authorization of the Capital Markets Board for the previous or new upper limit. In case this authorization is not obtained, the Company is not entitled to increase the capital as per the decision of the Board of Directors.
The Company's issued capital is 3,063,214,056.17 Turkish lira, divided into shares with each having the nominal value of 1 Kuruş. 2,250,000,000 Turkish lira, which constitutes the previously issued capital, has been fully paid and covered.
TL 813,214,056.17 increased this time has been covered by the merger of our Company with Anadolu Cam Sanayii Anonim Şirketi, Denizli Cam Sanayii ve Ticaret Anonim Şirketi, Paşabahçe Cam Sanayii ve Ticaret Anonim Şirketi, Soda Sanayii Anonim Şirketi, and Trakya Cam Sanayii Anonim Şirketi by acquiring all assets, liabilities, rights, and obligations in compliance with Article 134 and subsequent articles of the Turkish Commercial Code no. 6102, Articles 19 and 20 of the Corporate Tax Law no. 5520, Articles 23, 24 and other related articles of the Capital Markets Law no. 6362, the Capital Markets Board's Communique on Merger and Demerger (II-23.2), and other relevant legislation and according to the principles accepted in the merger agreement of 27.04.2020, signed by all the companies involved in the merger.
All the Company's shares are registered. The Company is not entitled to issue bearer shares, except for those that will be issued to be traded on the stock exchange.
The capital of the Company can be increased or decreased in accordance with the provisions of the Turkish Commercial Code, Capital Market Legislation, and Electricity Market Legislation, when necessary.
| Shares representing the capital are monitored in | Shares representing the capital are monitored in | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| dematerialized | form | in | accordance | with | dematerialized | form | in | accordance | with |
| dematerialization principles. | dematerialization principles. |
Amendment to the Articles of Association was accepted by majority of the votes, with the affirmative votes associated with the shares with the nominal value TL 1.814.841.991,336 against the dissenting votes associated with the shares with the nominal value TL 136.077.996,047.
The dissenting opinion submitted by Mr. Gürsoy Hafızoğlu, who participated electronically, is attached to the minutes.
13. Shareholders were informed on the intention of the share buyback, source utilized and the summary of the buyback transactions. In this context, in 2024, the Company's shares were repurchased for a total amount of TL 817,535,944.52 in the price range of 37.58 to 51.00, with a nominal amount of TL 17,608,319. These shares subject to buyback amount to 0.57% of the Company's capital. As of December 31, 2024, the number of shares remaining following the performance of the sales in 2022 and 2023 is 70,778,416 shares, corresponding to 2.31% of the Company's capital.
14. In accordance with the regulations of the Capital Markets Board, the shareholders were informed that the information on the securities, pledges and mortgages given by the Company in favor of the third parties was disclosed in footnote 23 of the Financial Statements dated December 31, 2024, and that no securities, pledges, mortgages and sureties given by the Company in favor of third parties are available without a commercial reason other than those given in favor of the Company and its subsidiaries.
15. Granting authorization to the Members of the Board of Directors in accordance with the Articles 395 and 396 of the Turkish Commercial Code was accepted by majority of the votes, with the affirmative votes associated with the shares with the nominal value TL 1.950.761.786,916 against the dissenting votes associated with the shares with the nominal value TL 158.200,467.
The dissenting opinion submitted by Mr. Gürsoy Hafızoğlu, who participated electronically, is attached to the minutes.
16. Information was provided that the Members of the Board of Directors and other executives with administrative responsibilities already serve as members of the board of directors in certain affiliated companies including those with area of activities similar to the Company and the executives mentioned and other individuals stated in the principal no. 1.3.6 of the Corporate Governance Communique do not have any significant transactions known by the Company and requiring disclosure within the scope of the said principle.
17. Inquiries of the investors attending the meeting by physical and electronic means were received in the wishes and requests part of the meeting and responded by Mr. Adnan Bali, Chairperson of the Board of Directors and Mr. Mustafa Görkem Elverici, CEO during the meeting.
Investor Mr. Vedat Cömert took the floor and noted that Şişecam released its balance sheet on February 27th. The information was made available in English on the same day, and the English webcast was published the following day. However, the Turkish versions were uploaded to the website within a week. He emphasized that information should be released simultaneously in both languages to ensure equal opportunity for investors in Turkey.
Mr. Görkem Elverici, CEO, assured that starting next year, this issue will be addressed with the support of artificial intelligence to ensure simultaneous publication.
Investor Mr. Vedat Cömert clarified that Şişecam's EBITDA, excluding the impacts of IAS 29, encompasses the parent company's share of net income. Furthermore, he proposed that analysts should calculate EBITDA by considering net income that excludes the parent company's share.
Additionally, Mr. Hasan Duran, who participated electronically, inquired about the status of Şişecam's application to the Capital Markets Board (CMB) regarding the review of transactions dated May 31, 2024.
Mr. Görkem Elverici, the CEO, mentioned that they had received a response indicating that information would be provided in their weekly bulletins if any findings emerged during the inspections. However, no information has been disclosed so far.
Investor Mr. Kazım Arguz inquired about the commissioning timeline for the plant in Tarsus, specifically asking which part of 2025 it would occur. He also sought details about the company's investments in the USA and questioned whether lobbying could expedite the permitting process.
In response, Mr. Görkem Elverici, CEO, stated: "There is no issue regarding obtaining permits. The average permitting process for greenfield mining typically takes 8-10 years. Our process is progressing naturally and even faster than the average timeline. The frosted glass plant in Tarsus is scheduled to be commissioned by the end of the third quarter of 2025. The flat glass plant is expected to be operational in early 2026. However, we will take market developments into consideration as well."
As there were no further items on the agenda, the Chairman of the meeting, Mr. Adnan Bali, closed the meeting at 12.08 hours.
The minutes of this meeting were prepared, read and signed at the meeting place on March 25, 2025 at 14.30 hours.
GÖKHAN GÜRALP HATİCE ÖNDER
CLERK MINISTRY REPRESENTATIVE
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