AGM Information • Apr 3, 2025
AGM Information
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The Ordinary General Assembly Meeting for the year 2024 of Hitit Bilgisayar Hizmetleri Anonim Şirketi commenced on Tuesday, 25th March 2025, at 10:00 AM at the Company's headquarters located at Reşitpaşa Mah. Katar Cad. No: 4/1 Arı Teknokent 2, İç Kapı No: 601, 34469 Maslak, Istanbul. The meeting was held under the supervision of the Ministry Representative, Ms. Dilek DEMİRCİ, who was appointed by the Istanbul Governorate, Provincial Directorate of Commerce, as per their letter dated 24th March 2025, reference number 107584233.
The notice for the meeting, as required by law and the articles of association, and including the agenda, was published in the Turkish Trade Registry Gazette (issue number 11282 dated 28th February 2025), on the Company's corporate website at www.hitit.com, on the Public Disclosure Platform, and on the Central Registry Agency's Electronic General Assembly System. The notice was published three weeks before the date of the general assembly meeting, excluding the day of the meeting and the publication days, in accordance with the legal time frame.
Upon reviewing the list of attendees, it was determined that, out of the total capital of 300,000,000.00 TL representing 300,000,000 shares, 110,536,783.873 TL capital, corresponding to 110,536,783.873 shares, was represented in person; 20,730,300.32 TL capital, corresponding to 20,730,300.32 shares, was represented by the representative of the depositors; and 110,446,803.468 TL capital, corresponding to 110,446,803.468 shares, was represented by proxy. Therefore, a total of 241,713,887.660 shares were represented at the meeting. It was confirmed that the minimum quorum required by both the Law and the Articles of Association was met. Additionally, the Chairman of the Board of Directors, Ms. Fatma Nur GÖKMAN, the Vice Chairman of the Board of Directors, Ms. Dilek OVACIK, Board Member Mr. Ali UZUN, and the representative of PwC Independent Audit and Certified Public Accountant Company, Mr. Okan KURT, who performed the independent external audit of the Company's financial statements for the 2024 fiscal year, were present at the meeting. This was confirmed and stated by the Ministry Representative, after which the agenda was discussed.
1- In accordance with the first item on the agenda, the meeting was simultaneously opened by Board Member Ms. Fatma Nur GÖKMAN both in physical and electronic environments. A moment of silence was observed. The Chairman of the Board, Ms. Fatma Nur GÖKMAN, gave the opening speech and announced that Ms. Hülya YILDIRIM, the Company's staff member, had been assigned to implement the Electronic General Assembly System.
In line with the provisions of Article 9 of the Company's Articles of Association, as the Meeting Chairperson, Ms. Fatma Nur GÖKMAN appointed Ms. Gülbin YILMAZ as the Minutes Secretary and Mr. Seyit KAN as the Vote Collector in accordance with the relevant legislation.
2- The Board of Directors' Activity Report for the 2024 fiscal year, covering the period from 1st January 2024 to 31st December 2024, was read. Since the Board of Directors' Activity Report had been published on the Company's website at www.hitit.com, the Public Disclosure Platform, and the Central Registry Agency's E-General Assembly System, the Meeting Chairperson proposed that it be accepted as "read" and summarized for the General Assembly. Following the voting of this proposal, the proposal to accept the Board of Directors' Activity Report for 2024 as read was approved with 1,110,492,037.065 votes in favour and 100 votes against, with the majority of votes in favour.
On behalf of the Board of Directors, the Company General Manager, Nevra Onursal KARAAĞAÇ, presented a summary of the Board of Directors' Activity Report for 2024. The Board of Directors' Activity Report for the year 2024 was then opened for discussion. No one took the floor.
3- The summary of the Independent Audit Report for the 2024 fiscal year, covering the period from 1st January 2024 to 31st December 2024, was read by Mr. Okan KURT, on behalf of PwC Independent Audit and Certified Public Accountant Company.
4- The reading of the Balance Sheet and Income Statement for the 2024 fiscal year, covering the period from 1st January 2024 to 31st December 2024, was commenced. Since the Financial Statements for the 2024 fiscal year had been published on the Company's website at www.hitit.com, on the Public Disclosure Platform, and on the Central Registry Agency's E-General Assembly System, the Meeting Chairperson proposed that the Financial Statements for the 2024 fiscal year be accepted as "read" and summarized for the General Assembly. Following the vote on this proposal, the proposal to accept the Balance Sheet and Income Statement for the 2024 fiscal year as read was approved with 1,110,492,037.065 votes in favour and 100 votes against, with the majority of votes in favour.
Regarding the Balance Sheet and Income Statement for the 2024 fiscal year, the Deputy General Manager for Purchasing and Financial Affairs, Sezer Tuğ ÖZMUTLU, presented a summary of the financial information. The agenda item was opened for discussion. A shareholder participating electronically, Mr. Veysel ASLANCAN, thanked the Company for its successful efforts. The matter was put to a vote. As a result of the vote, the Financial Statements for the 2024 fiscal year, covering the period from 1st January 2024 to 31st December 2024, were accepted with 1,110,491,887.065 votes in favour and 250 votes against, with the majority of votes in favour.
5- In accordance with the fifth item on the agenda, the discharge of the Board of Directors members was discussed. The discharge of the Board of Directors members was put to a vote. The Board members did not exercise their voting rights for their own shares during the discharge vote. As a result of the vote, for the 2024 fiscal year, covering the period from 1st January 2024 to 31st December 2024, the discharge of Ms. Fatma Nur GÖKMAN, Ms. Dilek OVACIK, Mr. Mahmut Barbaros KUBATOĞLU, Mr. Ali UZUN, Ms. Aliye Sultan ALPTEKİN, and Mr. Turgut GÜRSOY was approved with 156,394,071.978 votes in favour and 1,380,249 votes against, with the majority of votes in favour.
6- Regarding the profit distribution for the 2024 fiscal year, covering the period from 1st January 2024 to 31st December 2024, the proposal from the Board of Directors dated 3rd March 2025, and numbered 2025/04 was read. The proposal stated: "Our Company, in the 2024 fiscal year, in accordance with the Capital Markets Board's Communiqué II.14.1 on Principles Regarding Financial Reporting in the Capital Markets, prepared in compliance with the Turkish Accounting Standards/Turkish Financial Reporting Standards (TMS/TFRS) and the formats determined by the Capital Markets Board, has net period profits of 276,880,664 TL according to the consolidated financial statements audited by PwC Independent.
Audit and Certified Public Accountant Company. According to the financial statements prepared under the relevant provisions of the Turkish Commercial Code No. 6102 and Tax Procedure Law No. 213, after inflation adjustment, the net period profit amounts to 258,086,706.14 TL.
By evaluating the conditions foreseen in the Company's Profit Distribution Policy, taking into account the current economic conditions, the Company's long-term strategies, cash flow, financing and investment policies, and the long-term interests of our shareholders and the Company, it is proposed that, for the 2024 fiscal year, the distributable profit not be distributed. After setting aside the legal reserve, the remaining amount will be transferred to the retained earnings account, and this proposal will be submitted to the General Assembly for approval at the 2024 Ordinary General Meeting."
The proposal was opened for discussion. No one took the floor. The agenda item was put to a vote. The proposal from the Board of Directors was accepted with 1,110,491,887.065 votes in favour and 250 votes against, with the majority of votes in favour.
7. Moving on to item 7 on the agenda regarding the increase of the registered capital ceiling and the extension of the registered capital ceiling period, the amendment to Article 6 of the Articles of Association was discussed and put to a decision. Information was provided regarding the amendment to the Articles of Association based on the Board of Directors' decision dated 14th February 2025. The proposal was opened for discussion. No one took the floor.
The Capital Markets Board's approval dated 18th February 2025, with reference number E-29833736- 110.04.04-68005, and the Ministry of Trade's approval dated 28th February 2025, with reference number E. 67300147-431.99.00106739829, were presented. In accordance with Article 18 of the Capital Markets Law and the Capital Markets Board's Communiqué II.18-1 on the Registered Capital System, it was proposed to extend the registered capital ceiling period for a new 5-year period, from 2025 to 2029, and to increase the registered capital ceiling from 300,000,000 TL to 1,500,000,000 TL. This proposed amendment to Article 6 of the Company's Articles of Association was put to a vote.
As a result of the voting, the proposal for the Amendment of the Articles of Association was accepted with 234,356,580,917 votes in favour and 7,737,306,744 votes against, with the majority of votes in favour.
8. Item 8 of the agenda concerned the determination of the remuneration for the members of the Board of Directors. The proposal from the Board of Directors dated 3rd March 2025 and numbered 2025/07 regarding the membership fees was read. The proposal was opened for discussion. No one took the floor. As a result of the voting, in accordance with the Turkish Commercial Code, Capital Markets Legislation, the Company's Articles of Association, and the Remuneration Policy, it was decided that for the fiscal year 1st January 2025 to 31st December 2025, no remuneration would be paid to the members of the Board of Directors, and that each independent director would receive a net monthly fee of 50,400 TL. The proposal was accepted with 1,110,491,887.065 votes in favour and 250 votes against, with the majority of votes in favour.
9. Item 9 of the agenda concerned the selection of the independent audit firm by the Board of Directors. The resolutions dated 3rd March 2025, numbered 2025/5 and 2025/8, were read. In line with the opinion of the Audit Committee, the proposal to appoint PwC Bağımsız Denetim Danışmanlık ve Yeminli Mali Müşavirlik A.Ş., located at Kılıçali Paşa, Galataport İstanbul, Meclis-i Mebusan Cd. N 8, 34433 Beyoğlu/Istanbul, registered under the Istanbul Trade Registry No. 201465-14900, as the independent auditor for the 1st January 2025 - 31st December 2025 fiscal year was read. In addition to auditing the Company's accounts and transactions as required by Capital Markets Law and Turkish Commercial Code, the independent auditor will also conduct the mandatory sustainability assurance audit for reports prepared in accordance with the Turkey Sustainability Reporting Standards published by the Public Oversight, Accounting and Auditing Standards Authority for the fiscal years 1st January 2024 - 31st December 2024 and 1st January 2025 - 31st December 2025. The proposal was put to a vote and accepted with 1,110,491,887.065 votes in favour and 250 votes against, with the majority of votes in favour.
10. In accordance with Capital Markets Legislation, shareholders were informed of the total donations and aid amounting to 805,191 TL made in the fiscal year 1st January 2024 - 31st December 2024.
The proposal from the Board of Directors, dated 3rd March 2025 and numbered 2025/06, regarding the determination of the donation limit for the 1st January 2025 - 31st December 2025 fiscal year was read.
As a result of the voting, it was decided, in line with Capital Markets Legislation, the Company's Articles of Association, and the Donation Policy, that the donation limit for the fiscal year 1st January 2024 - 31st December 2024 would be set at 3,500,000 TL (Three Million Five Hundred Thousand Turkish Lira). The proposal was accepted with 1,110,491,887.065 votes in favour and 250 votes against, with the majority of votes in favour.
11. It was reported that no guarantees, pledges, or mortgages had been provided to third parties by the Company during the 1st January 2024 - 31st December 2024 fiscal year.
12. The Meeting Chairman, after confirming that the quorum required by the Turkish Commercial Code was present throughout the meeting, stated that there were no further matters to be discussed on the agenda. Therefore, the meeting was adjourned.
This meeting minute was drawn up at the meeting location and signed in the presence of the general assembly.
25th March 2025 Time: 11:00
Ministry Representative Meeting Chairman
Dilek DEMİRCİ Fatma Nur GÖKMAN
Minute Taker Vote Collector Gülbin YILMAZ Seyit KAN
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