AGM Information • Apr 4, 2025
AGM Information
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The Ordinary General Assembly meeting of our Company for the fiscal year 2024 will be held on Wednesday, April 30, 2025, at 11:00 a.m. at Delta Hotels by Marriott Panorama Meeting Room, located at Merkez Mahallesi Ayazma Caddesi Cuha Sokak No:3, 34406, Kağıthane/İstanbul, to discuss the agenda items listed below.
Our shareholders may attend the Ordinary General Assembly meeting either in person physically or electronically, or through their representatives. Participation in the General Assembly by electronic means is possible with secure electronic signatures of the shareholders or their representatives. Therefore, shareholders who wish to perform transactions on the e-GEM (Electronic General Assembly System) must first register with the Central Registry Agency (CRA) e-CRA Information Portal, save their contact information, and also possess a secure electronic signature. Shareholders or their representatives who have not registered with the e-CRA Information Portal or who do not have a secure electronic signature will not be able to attend the General Assembly electronically.
Unless otherwise stipulated by the provisions concerning electronic voting, the open voting method by raising hands will be used for voting on agenda items at the Ordinary General Assembly meeting.
Furthermore, shareholders or their representatives who wish to participate in the meeting electronically must fulfill 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 August 28, 2012 and numbered 28395, and the "Communiqué on the Electronic General Assembly System to be Implemented at General Assemblies of Joint Stock Companies," published in the Official Gazette dated August 29, 2012 and numbered 28396.
Pursuant to Article 415, paragraph 4 of the Turkish Commercial Code No. 6102 and Article 30, paragraph 1 of the Capital Markets Law No. 6362, the right to attend and vote at the General Assembly shall not be conditional upon the deposition of share certificates or submission of documents proving the ownership of shares. Accordingly, shareholders who wish to attend the General Assembly meeting are not required to block their shares. Shareholders who wish to attend the General Assembly in person physically may exercise their rights concerning their shares recorded in the "List of Shareholders" issued by the CRA, upon presentation of identification. However, shareholders who have placed a restriction on the disclosure of their identity and shareholding information to the Company must request their intermediary institutions to remove such restriction and ensure that the required information is communicated to the Company no later than 4:30 p.m. on the day prior to the meeting in order to be included in the List of Shareholders.
Shareholders who cannot attend the meeting in person must issue a proxy in accordance with the sample proxy form provided below, without prejudice to the rights and obligations of those participating electronically, or they may obtain the proxy form from our Company offices, our website at www.grainturk.com, or from the Public Disclosure Platform (KAP) at www.kap.org.tr. They must comply with the requirements set forth in the Capital Markets Board's Communiqué II-30.1 on Voting by Proxy and Collection of Proxies by Invitation and submit their notarized proxy forms to the Company. Additionally, in accordance with Corporate Governance Principle 1.3.1 of the Capital Markets Board's Communiqué II-17.1 on Corporate Governance, the relevant matters will be disclosed to investors in a clear and detailed manner. A separate proxy document is not required for proxies appointed through the Electronic General Assembly System.
The Board of Directors' Annual Report for 2024, Consolidated Financial Statements and Independent Audit Report, Proposal for the Distribution of Profit, Activity Report including the Corporate Governance Principles Compliance Report, and detailed Explanatory Notes on agenda items shall be made available for review by shareholders at the Company's headquarters, branches, on the Company's website (www.grainturk.com), on the Public Disclosure Platform (www.kap.org.tr), and within the Electronic General Assembly system of the Central Registry Agency three weeks prior to the meeting date. In accordance with the Capital Markets Law, no separate notification will be made by registered mail to shareholders holding registered shares traded on the stock exchange.
We respectfully submit this for the information of our esteemed shareholders and kindly request their attendance.
Yours faithfully,
Company Address: Levent Mahallesi, Krizantem Street No: 15, Beşiktaş / Istanbul
Contact: +90 850 340 14 78
Trade Registry Office and Number: Istanbul Trade Registry Office, 912610-0
MERSIS Number: 0411041231500013
Additional disclosures required under Principle No. 1.3.1 of the Corporate Governance Communiqué No. II-17.1 of the Capital Markets Board that are related to the agenda items have been provided under the relevant agenda item headings below. Other mandatory general disclosures required under the same Communiqué are presented in this section for the information of our shareholders.
As of the date of publication of this Information Document ("Information Document"), the total number of shares and voting rights representing the shareholding structure of our Company, including the number of shares and voting rights representing each privileged share group and the nature of such privileges, are presented below:
Pursuant to Article 6 of the Articles of Association, the Company's issued capital of TRY 125,000,000 within the registered capital ceiling of TRY 1,000,000,000 is divided into 125,000,000 shares, consisting of 15,000,000 registered Class A shares with a nominal value of TRY 1 each, and 110,000,000 bearer Class B shares with a nominal value of TRY 1 each. The Class A registered shares have the privilege to nominate members to the Board of Directors and have voting privileges at the General Assembly.
Pursuant to Article 7 of the Articles of Association titled "Board of Directors, Term of Office and Meetings of the Board of Directors," the management and representation of the Company shall be carried out by a Board of Directors consisting of six (6) members elected by the General Assembly in accordance with the provisions of the Turkish Commercial Code and Capital Markets Legislation. Class A shares have privileges in the election of Board members. Three (3) of the Board members shall be elected among the.candidates nominated by the Class A shareholders.
Pursuant to Article 10 of the Articles of Association titled "General Assembly," at both ordinary and extraordinary General Assembly meetings, each Class A share grants five (5) voting rights, and each Class B share grants one (1) voting right.
As of the date of publication of this Information Document, the distribution of shares representing the Company's capital among the shareholders is shown in the following table:
| Shareholder | Group | Capital Share (TRY) |
Share in Capital (%) |
Voting Rights (TRY) |
Voting Rights (%) |
|---|---|---|---|---|---|
| Murat İçcan | A | 15.000.000 | 12 | 75.000.000 | 40,54 |
| B | 65.255.000 | 52,2 | 65.255.000 | 35,27 | |
| Others | B | 44.745.000 | 35,8 | 44.745.000 | 24,19 |
| Total | 125.000.000 | 100,00 | 185.000.000 | 100,00 |
There were no changes in management or operations during the previous accounting period, nor are any planned changes in the upcoming period that could significantly affect the activities of our Company. Special situation disclosures made by the Company in accordance with applicable legislation can be accessed at www.kap.org.tr.
No requests have been received from shareholders, the Capital Markets Board or any other public institutions for the inclusion of additional items in the agenda of the Ordinary General Assembly meeting to be held on April 30, 2025.
IV. Information on Amendments to the Articles of Association, if Included in the Agenda, Together with the Relevant Board Resolution and Versions of the Articles Before and After the Amendment
There are no proposed amendments to the Articles of Association on the agenda.
V. Information Regarding the Election of Members to the Board of Directors, if Included in the Agenda
There is no election of Board members on the agenda.
In accordance with the provisions of the Turkish Commercial Code No. 6102, the "Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Presence of the Ministry of Customs and Trade Representatives at These Meetings" ("Regulation" or "General Assembly Regulation"), and the Company's Internal Directive on General Assembly Meetings, the Chair of the Meeting who will conduct the General Assembly meeting shall be elected. The Chair of the Meeting shall assign at least one Minutes Clerk in line with the Internal Directive. The Chair may also elect sufficient number of vote collectors. The General Assembly will vote to authorize the Chair of the Meeting to sign the meeting minutes in accordance with the Turkish Commercial Code and the General Assembly Regulation.
The 2024 Annual Report prepared by the Board of Directors will be presented for the shareholders' review and discussion at the General Assembly. The report is made available for inspection by shareholders at the Company headquarters, on the Company's website (www.grainturk.com), on the Public Disclosure Platform (www.kap.org.tr), and on the Electronic General Assembly Platform of the Central Registry Agency three weeks prior to the meeting date, in accordance with Capital Markets Board regulations, the Turkish Commercial Code, and the General Assembly Regulation.
The Independent Auditor's Report for the 2024 fiscal period will be presented to the shareholders at the General Assembly meeting. The report has been made available for shareholders' inspection at the Company headquarters, on the Company's website, on the Public Disclosure Platform, and within the Electronic General Assembly System, three weeks prior to the meeting date in accordance with the relevant legislation.
The Consolidated Financial Statements for the 2024 fiscal period, which have been made available to shareholders for examination three weeks prior to the meeting date, will be read, discussed, and submitted for approval at the General Assembly meeting.
Pursuant to the Turkish Commercial Code and the General Assembly Regulation, the release of the members of the Board of Directors from their activities, transactions, and accounts for the 2024 fiscal year will be submitted for the approval of the shareholders at the General Assembly.
The Board of Directors' proposal for profit distribution, which has been made available for shareholders' inspection three weeks prior to the General Assembly meeting in accordance with the Capital Markets Board regulations, the Turkish Commercial Code, and the General Assembly Regulation, will be submitted to the shareholders for discussion and approval.
The profit distribution table, prepared in accordance with the format set forth in the Dividend Communiqué No. II-19.1 and the related Dividend Guide, is presented in Annex-1.
In line with the relevant provisions of the Turkish Commercial Code, the Capital Markets legislation, the Articles of Association, and the Company's Remuneration Policy, the annual remuneration of the members of the Board of Directors for the 2025 fiscal year shall be determined by the shareholders.
The Board of Directors has resolved to propose the appointment of Any Partners Independent Audit Joint Stock Company for auditing the financial statements for the 2025 fiscal period and conducting other related activities in accordance with the applicable laws. This proposal will be submitted to the General Assembly for approval.
In accordance with Article 12 of the Corporate Governance Communiqué No. II-17.1 of the Capital Markets Board, a separate agenda item must be included in the ordinary general assembly meeting concerning guarantees, pledges, mortgages, and sureties provided in favor of third parties by the Company and its subsidiaries, and the income or benefits obtained therefrom. This matter has been disclosed under Note 17 of our consolidated financial statements dated 31.12.2024, and it is hereby stated that there are no guarantees, pledges, mortgages, or sureties provided in favor of third parties by the Company or its subsidiaries. This information will be presented to the shareholders at the General Assembly meeting.
In accordance with Article 6 of the Dividend Communiqué No. II-19.1 and Article 1.3.10 of the Corporate Governance Principles annexed to the Corporate Governance Communiqué No. II-17.1 of the Capital Markets Board, the donations made by the Company during the year shall be presented to the shareholders at the General Assembly. The upper limit for the donations to be made in 2025 shall also be determined by the shareholders during the General Assembly meeting.
Pursuant to Principle No. 1.3.6 of the Corporate Governance Principles annexed to the Corporate Governance Communiqué No. II-17.1 of the Capital Markets Board, if shareholders having control of the management, members of the Board of Directors, executives with administrative responsibility, and their spouses and relatives up to the second degree by blood or marriage have carried out any significant transaction which may cause a conflict of interest with the partnership or its subsidiaries, or have engaged in commercial business falling within the scope of the Company's or its subsidiaries' activities either in their own name or on behalf of others, or have become partners with unlimited liability in a competing company, then such transactions must be included as a separate agenda item and disclosed in detail at the General Assembly.
It is hereby declared that there were no significant transactions requiring disclosure within the scope of Principle 1.3.6 during the year 2024.
In line with the decision of the Board of Directors dated 24.03.2025, and within the framework of the permission granted by the Capital Markets Board in accordance with Principle Decisions i-SPK.22.9 (dated 19.03.2025 and numbered 16/531) and dated 23.03.2025 and numbered 18/574, share buy-back transactions have been executed. These transactions will be presented to the shareholders at the General Assembly for their information.
Pursuant to Article 395, paragraph 1 of the Turkish Commercial Code titled "Prohibition of Transactions with the Company and Borrowing from the Company" and Article 396 titled "Prohibition of Competition," the members of the Board of Directors may only engage in such activities with the approval of the General Assembly. In order to fulfill this legal requirement, granting of such authorization will be submitted to the approval of the shareholders. Additionally, any such transactions carried out during the year will be disclosed to the shareholders.
| GRAINTURK HOLDING JOINT STOCK COMPANY DIVIDEND DISTRIBUTION | |||
|---|---|---|---|
| TABLE FOR 2024 (TL) | |||
| 1. Paid-in/Issued Capital | 125.000.000 | ||
| 2. General Statutory Reserve Fund (According to Legal | 2.976.529 | ||
| Records) | |||
| If there is a concession in the distribution of profits in | |||
| accordance with the articles of association, information about | None | ||
| the concession | |||
| According to the CMB | According to the Legal | ||
| Records (YK) | |||
| 3. | Profit for the period | 904.737.386 | -135.493.992 |
| 4. | Taxes ( - ) |
71.965.957 | |
| 5. | Net Profit for the Period ( = ) |
832.771.429 | -135.493.992 |
| 6. | Past Years Losses ( - ) |
||
| 7. | General Statutory Reserve | 0 | |
| Fund ( | |||
| 8. | NET DISTRIBUTABLE | 832.771.429 | -135.493.992 |
| PROFIT FOR THE |
|||
| PERIOD (=) | |||
| 9. | Donations Made During the | ||
| Year ( + ) | 2.471.000 | 2.471.000 | |
| 10. Net Distributable Period |
835.242.429 | -133.022.992 | |
| with Donations Added | |||
| Profit | |||
| 11. | First Dividend to |
||
| Shareholders | |||
| - Cash |
--- | ||
| - Free |
--- | ||
| - Sum |
--- | ||
| 12. Dividends Distributed to |
|||
| Preferred Shareholders | |||
| 13. Other Dividends Distributed | --- | ||
| 1. To the Members of |
|||
| the Board of |
|||
| Directors, | |||
| 1. Employees |
|||
| Persons Other Than • |
|||
| the Shareholder | |||
| 14. Dividends Distributed to Beneficial Owners |
--- | ||
| 15. Second Dividend to |
||
|---|---|---|
| Shareholders | --- | |
| 16. General Statutory Reserve | ||
| Fund | ||
| 17. Status Reserves | --- | |
| 18. Custom Reserves | --- | |
| 19. EXCEPTIONAL Reserves |
||
| 20. Other Resources Envisaged | ||
| to Be Distributed |
| GROUP | TOTAL DISTRIBUTED PROFIT SHARE |
TOTAL DISTRIBUTED DIVIDEND / NET DEPLOYABLE PROFIT FOR THE PERIOD |
1 TL NOMINAL VALUE PROFIT THAT HITS THE SHARE SHARE |
|||
|---|---|---|---|---|---|---|
| CASH (TL) | FREE (TL) |
ORANI (%) | AMOUNT (TL) |
ORANI (%) |
||
| NET | A | 0 | 0 | 0 | 0 | 0 |
| B | 0 | 0 | 0 | 0 | 0 | |
| SUM | 0 | 0 | 0 | 0 | 0 |
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