AGM Information • Mar 17, 2025
AGM Information
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Among the announcements that should be made as per the principle 1.3.1 of the Corporate Governance Principles given in the "Communiqué on Corporate Governance" No. II-17.1 of the Capital Markets Board (CMB), the ones related with the agenda items have been made in the related agenda item and an overall description is presented in this section herein:
The issued capital of our Company is TL 600,000,000.- and this capital is shared among 59,999,997,000 B-group bearer shares and 3,000 A-group registered shares, each worth of 1 Turkish kurus of nominal price. Each share has one voting right. There are no privileges in voting. The management and representation of the Company is held by the Board of Directors consisting of 14 (fourteen) members to be elected during the General Assembly as per the related provisions of the Articles of Association, Turkish Commercial Code and the related legislation. General Assembly elects 5 Board Members among the candidates to be nominated by the ones having A-group shares, 4 Board Members among the candidates to be nominated by the ones having B-group shares, and 5 Board Members among the independent member candidates to be determined and nominated before the General Assembly according to the regulations of the Capital Markets Board regarding corporate governance.
Our company is a publicly traded company and the rate of our shares in the actual circulation on the stock market is 81.69% on 17.03.2025. There is no shareholder among the remaining 18.31% who owns 10% and more of the shares.
None.
c. Information regarding the Independent Board Member nominees' resumes, the quality and significance level of their relations with the partnership and the related parties of the partnership, whether they have independence qualities and other aspects that may have impacts on the partnership activities in case these persons are elected as Independent Board Members:
The General Assembly to be held on 18.04.2025 involves election of the Independent Board Members. The applications of the 5 independent members for the Board of Directors were evaluated by our Corporate Governance Committee for the upcoming period and the list of nominees was submitted to the Board of Directors. With the resolution made, the Capital Markets Board was applied for the required permission. 5 nominees to be elected for the Independent Members of the Board of Directors were accepted by the letter of the Capital Markets Board, dated 14.03.2025 and numbered E-29833736-110.07.07-69326.
Information regarding the nominees for the Independent Members of the Board are as follows:
Virma Sökmen completed her secondary and high school education at Galatasaray High School. In 1988, she completed her studies in Financing Major and Mathematics Minor in the Honors List at LaSalle University, Philadelphia, USA.
In 1992, she worked as an Analyst in the Investment Banking Department of Körfezbank and was involved with Privatization and Merger / Acquisition operations. For a short period of time in 1993, she worked in the Research Department of Çarşı Securities and later started working for Midland Bank as an Analyst. Until the end of 2015, she worked in different positions in HSBC Group's core which included Midland Bank. She assumed an active and leading role in the establishment and management of the Corporate Banking Department. She managed the marketing operations for many products of the Bank as Assistant General Manager, such as syndication, credit, foreign trade, derivatives and risk management. She was included in the universal talent pool of HSBC Group. At the beginning of 2016, she worked as Managing Partner in Credia Partners Consultancy Inc. She is involved in Merger / Acquisition and Subordinated Loan Operations in this company. As of the beginning of 2019, she took the role of an Independent Board Member at Yapı Kredi Bank as well as being included in the Corporate Governance Committee. As of March 2020, she has become Loan Committee Member at Yapı Kredi Bank as well. She began working as a Board Advisor at Hedef Filo in February 2023. She has been a member of the Risk Committee. She has been an Independent Member of Board at Ecogreen Enerji A.Ş. and Mogan Enerji Holding A.Ş. since 2024.
She has memberships at TUSIAD, IWF and similar organizations.
She participated in the Management Certificate program at Harvard Business School. She participated in International Independent Board of Directors training for 6 months which was conducted jointly by Financial Times and Pearson.
She speaks English and French at an advanced degree.
She qualifies as a non-executive independent person as per the Corporate Governance Principles of CMB and she can be elected as an independent member.
He was born in Denizli in 1949. He completed his primary and secondary education in this city. Mr. Yıldırımtürk began his higher education in Yıldız University in 1968 and graduated as an Electrical Engineer in 1974. He is a member of the Chamber of Electrical Engineers.
In 1997, he founded the company, MEHMET ALTIN TİC. LTD. ŞTİ., which has been continuing its commercial activities for 28 years. Since 2000, Mr. Yıldırımtürk has been sharing his opinions about the financial markets that he has become highly interested in on www.goldpara.com. He owns and is the editor-in-chief of www.goldpara.com.
Since 1999, his comments and interviews on economy, financial markets, foreign exchange, gold, other precious metals and commodities have been published in the local, national and international radios, television channels and on printed media with the principle of "Knowledge Grows When Shared". Between 2008 and 2010, Mr. Yıldırımtürk had worked as the consultant of Istanbul Radio Economy Program and between 2009-2010, he had invited guests to the "24 Ayar Altın" (24-Carat Gold) TV show on Expo Channel TV once a week and was the host of 100 live economy TV shows. Mr. Yıldırımtürk is a continuous guest of the national TV channels, including Bloomberght TV, NTV, Ekotürk TV, Kanal 24 TV, Global Haber TV, TV 100, Ülke TV, CNBC-e, to comment on daily and weekly economic developments and is also a commentator at a YouTube channel called 'Nasıl Bir Ekonomi Gazetesi.' He also shares his comments on his area of expertise, i.e., the gold and money markets, on his own YouTube channel called 'GOLDPARA TV', which has 31,000 members, every Monday and Thursday. He is a member of the Financial Journalists Association (EGD). Mr. Yıldırımtürk has also been a member of the Vocational Competency Authority (MYK) since 2023.
Between 2009 and 2016, Mr. Yıldırımtürk was elected as the President of Istanbul Jewelers and Goldsmiths Association (IMKUSAD), a well-established association in the sector, and had continued his duties as the President for 3 terms. He is still holding his position as the Vice President. Mr. Yıldırımtürk had been a member of Sarkuysan's Board of Directors between 2014 and 2016.
In 2000, he published his book titled "Bizim Wall Street" (The Wall Street We Know), describing the free gold and exchange market of the Grand Bazaar; and in 2015, he published his book titled "Altının Gizemli Tarihi" (The Mysterious History of Gold), which he wrote to increase financial literacy and was sponsored by Destek Menkul Değer A.Ş.
In 2012, Mr. Yıldırımtürk was also elected as a member of the Supervisory Board at Sarkuysan Elektrolitik Bakır Sanayi ve Tic. A.Ş.
He qualifies as a non-executive independent person as per the Corporate Governance Principles of CMB and he can be elected as an independent member.
Ilfeta AKSOY was born on 18.02.1965 in Ribarice, Tutin, Yugoslavia. After graduating from Istanbul Kartal High School, she continued her education at Marmara University, Department of Business Administration, and graduated in 1988. She had worked as the Assistant Production Manager at Orjin Leather company between 1989-1990, as the Budget Control Chief at Rabak A.Ş. between 1991-1993, as the Financial and Administrative Affairs Manager at Eleks Dış Ticaret A.Ş. between 1993-2017. In her professional life of over 24 years, she has centrally managed the short-term cash needs of dozens of industrial companies within the group through cost-effective export credits. She held executive positions in the Finance and Budget, Export Operations, Accounting and Administrative Affairs, and IT departments of her Foreign Trade Company, as well as undertaking responsibilities in the establishment and then financial / administrative management of the units abroad. Ilfeta AKSOY has been working as the Secretary General of the Foreign Trade Association of Turkish (TURKTRADE) since 2018.
TURKTRADE, Board Member
TURKTRADE, Customs and Logistics Working Group, Leader,
Ministry of Economy, Turquality Working Group, Private Sector Representative
Delegation to Turkish Exporters Assembly (TIM) on behalf of Istanbul Mineral and Metals Exporters' Association (IMMIB),
Kavrakoğlu MBA - Executive Development Program - 1 year,
ITO Foreign Trade Institute - Financing Techniques in Foreign Trade - 4 months,
Derivative Products in Foreign Trade Financing,
Several training courses on Eximbank Programs,
Training on Incoterms and Payment Methods in Foreign Trade,
IFRS training, Training on Transfer Pricing,
Training on tax practices and year-end accounting transactions,
TURQUALITY Expert Certificate,
Several training programs on Management Reporting,
Various training courses for personal development, i.e., leadership, teamwork, effective presentation techniques, etc.
She qualifies as a non-executive independent person as per the Corporate Governance Principles of CMB and she can be elected as an independent member.
Born in 1951, Mehmet Nazmi Erten studied at Saint-Joseph Private French High School in Türkiye and Choate School in the United States. He graduated from the Finance Department of the Faculty of Business Administration at Istanbul University in June 1974.
Mehmet Nazmi Erten, who speaks English and French, began his professional life at Tekfen Group in July 1971 and had held various managerial positions, including Managing Director, Member of the Board, and Chair of the Board, at Tekfen Group for over 30 years.
Throughout his professional life in the banking sector for more than 30 years, Mehmet Nazmi Erten was a member of the group that managed the Tekfen Group's acquisition of Bank Ekspres from the Saving Deposits and Insurance Fund (SDIF) and its integration with Tekfenbank and played an active role in the 70% partnership of EFG Eurobank in Tekfenbank and the sale of all shares of the bank to Burgan Bank S.A. of Kuwait.
Mehmet Nazmi Erten has been working in Erten & Erten since October 2018.
He qualifies as a non-executive independent person as per the Corporate Governance Principles of CMB and he can be elected as an independent member.
She was born in Konya in 14.08.1964. As of 31.12.2024, she retired from her Managing Director position at Koç Group and Ram Dış Ticaret A.Ş. Throughout her professional life, she managed and assumed several other roles and responsibilities in exporting products made in Türkiye to many countries in the Middle East, North Africa, Central Asia, the Pacific and the Balkans. Besides her career in product sales, she developed and managed turnkey projects in various industries.
She considered serving her country as her life goal.
Experiences in Koç Group;
| 07/2019 – 12/2024 | Managing Director - Ram Dış Ticaret A.Ş. |
|---|---|
| 04/2016 – 06/2019 | Sales & Marketing Director - Ram Dış Ticaret A.Ş. |
| 08/2008 – 03/2016 | Sales & Marketing Business Unit Manager - Ram Dış Ticaret A.Ş. |
| 01/2002 – 07/2008 | Commercial Manager - Ram Dış Ticaret A.Ş. |
| 01/1999 – 12/2001 | Marketing Manager - Ram Dış Ticaret A.Ş. |
| 02/1988 – 12/1998 | Sales & Marketing Coordinator - Ram Dış Ticaret A.Ş. |
Education;
| Postgraduation | Koç University EMBA (1998 ) and |
|---|---|
| Institute of Commercial Management UK MBA (1987) | |
| Graduation | METU – Business Administration (1986) |
| High School | Konya Anatolian High School (1982) |
| Foreign Language; | English |
She qualifies as a non-executive independent person as per the Corporate Governance Principles of CMB and she can be elected as an independent member.
No request was made by the shareholders to add other items to the agenda for the Ordinary General Meeting which will include discussions of 2024 activities.
As per Turkish Commercial Code, Capital Market Code and the related regulations, Meeting Chair, consisting of Chairman, Vote Collectors and Minutes Clerk, will be determined to supervise the General Assembly Meeting.
As per the provisions of Turkish Commercial Code, authorization of the Meeting Chair will be voted by the General Assembly in order to take minutes of the decisions taken in the General Assembly.
As per Turkish Commercial Code, Capital Market Code and the related regulations, Annual Report for 2024 prepared by the Board of Directors will be read and discussed. Information will be given about Board of Directors' Annual Report, which has been provided for the review of our shareholders as of 18.03.2025 at our Company Headquarters, at our contact
points located at Perpa Business Center A Blok Floor 7-8 No:733-735 Okmeydanı, Şişli Istanbul, Aegean Free Zone Nilüfer Sk. 19 Gaziemir-Izmir, Birlik Organized Industrial Zone, Batı Cad. No:4 34953 Tuzla Istanbul, and also at Electronic General Assembly System of Central Registry Agency as of 11.03.2025 as well as the Company website on www.sarkuysan.com.
As per Turkish Commercial Code, Capital Market Code and the related regulations, our Independent Audit Report, prepared by MGI Bağımsız Denetim Hizmetleri A.Ş., has been provided for the review of our shareholders at the locations mentioned in Article 3. The report in question will be read and provided for the information of our shareholders at the General Assembly.
As per Turkish Commercial Code, Capital Market Code and the related regulations, information will be given about our Financial Statements, which have been provided for the review and approval of our shareholders at our Company Headquarters, at our contact points located at Perpa Business Center A Blok Floor 7-8 No:733-735 Okmeydanı, Şişli, Istanbul, Aegean Free Zone Nilüfer Sk. 19 Gaziemir-Izmir, Birlik Organized Industrial Zone, Batı Cad. No:4 34953 Tuzla, Istanbul as of 18.03.2025, and at Public Disclosure Platform (PDP) and the Electronic General Assembly System of Central Registry Agency, as well as the Company website at www.sarkuysan.com as of 11.03.2025.
As per Turkish Commercial Code, legislation and the related regulations, acquittal of the Members of the Board of Directors for the activities of 2024 will be submitted to the approval of the General Assembly.
As per Turkish Commercial Code and Capital Market Code provisions, the profit distribution suggestion of the Board of Directors will be submitted for the information and approval of the General Assembly.
As per Article 12 paragraph 4 of Corporate Governance Communiqué numbered II-17.1 of Capital Markets Board, guarantees, securities and mortgages given by our company and/or Affiliates on behalf of third persons must be given as a separate item in the agenda of the Ordinary General Assembly meeting. Information given in the footnote 22.5 in our Consolidated Financial Statements dated December 31, 2024, will be presented to our shareholders in the General Assembly.
The shareholders will be provided information about the grants and aids granted by our Company in 2024, and the General Assembly will determine an upper limit for the donations to be granted in 2025.
As per the article 4.6.2 of "Communiqué on Corporate Governance", the salary system implemented for the Members of the Board of Directors and Senior Management Members will be presented by our Company for the information of the shareholders as a separate item during the General Assembly meeting.
As per the regulations of Turkish Commercial Code and Capital Markets Code, MGI Bağımsız Denetim Hizmetleri A.Ş., selected by the Board of Directors for a period of 1 year in order to audit the financial report for 2025 accounting period of our Company as well as to conduct other activities as part of the related regulations in these codes, was decided to be submitted for the approval of General Assembly.
As per the regulations of Turkish Commercial Code and Capital Market, General Assembly will decide on the monthly gross salaries and attendance fees to be given to the Members of the Board of Directors.
Since the ability to operate for our Members of the Board of Directors as part of the first paragraph of Article 395 of Turkish Commercial Code titled "Transaction with the Company, Prohibition on Obligation for the Company" and as part of Article 396 of the same code titled "Prohibition of Competition" requires approval of the General Assembly, giving the authority in question will be presented for the approval of our shareholders during the General Assembly.
Our shareholders will voice their wishes and requests about our company in this section of the meeting.
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