AGM Information • Mar 14, 2025
AGM Information
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2024 GENERAL ASSEMBLY INFORMATION DOCUMENT
Our Company shall convene its Ordinary General Assembly on Wednesday, 16 April 2025 at 11:00 a.m. at Qlusive Hotel, Türkmen Mah. Gazi Beğendi Sok No: 26 09400 Kuşadası / Aydın in order to evaluate the activity results of the accounting period of 1 January 2024 – 31 December 2024 and to discuss and resolve on the agenda indicated hereinbelow.
The Financial Tables relating to the accounting period of 1 January 2024 – 31 December 2024, the Independent Audit Report issued in relation to such Financial Tables by the independent audit firm, Nevados Bağımsız Denetim A.Ş. and the Annual Report of the Board of Directors containing the Corporate Governance Compliance Report, Corporate Governance Information Form and the dividend distribution proposal of the Board of Directors, Sustainability Principles Compliance Report and Information Document and its annexes inclusive of the agenda items indicated below as well as the additional disclosures required for compliance with the Capital Markets Board's regulations shall be made available to the examination of Esteemed Shareholders at the Company's Headquarters, the corporate web site of the Company (www.qua.com.tr), which can be reached via the Company's official web site (www.yatirimci.qua.com.tr), the Public Disclosure Platform and the Electronic General Assembly System, at least three weeks prior to the meeting and within the applicable legal deadline.
Provided that the rights and obligations of our Shareholders, who shall attend the meeting electronically via the Electronic General Assembly System, are reserved, our Shareholders, who shall not be able to attend the meeting in person, are required to issue their proxy documents in accordance with the form set forth hereinbelow or to obtain the form of the proxy from the Company's headquarters or the Company's corporate web site (www.qua.com.tr), which can be reached via the Company's official web site (www.yatirimci.qua.com.tr) and submit to the Company their proxies bearing their notarized signatures upon fulfilling the relevant requirements under the "Communiqué No: II-30.1 on Voting by Proxy and Public Call for Collecting Proxies" published in the Official Gazette dated 24.12.2013 No: 28861 as well. Proxies appointed electronically via the Electronic General Assembly System are not required to submit a proxy document. Due to our legal liability, proxy documents which do not comply with the form stipulated under the aforementioned Communiqué and included hereinbelow shall under no circumstances be accepted.
Real person shareholders who shall be attending the meeting in person and the proxies appointed via the Electronic General Assembly System shall submit their identity documents, proxies of real person shareholders shall submit their proxy documents together with their identity documents and representatives of legal entity shareholders shall submit their proxy documents along with their identity documents.
Our shareholders who shall be attending the meeting electronically via the Electronic General Assembly System and their proxies may enter the corporate web site of the Central Registration Agency at www.mkk.com.tr for obtaining information on procedures and principles applicable to attendance, appointment of proxy, making proposals, declaring opinions and voting.
Pursuant to Article 415, paragraph 4 of the Turkish Commercial Code No: 6102 and Article 30, paragraph 1 of the Capital Markets Law, the rights to attend the General Assembly and vote are not conditional upon the depositing of shares. Within this framework, should they wish to attend the General Assembly, our Shareholders are not required to deposit their shares.
Provided that the rules governing electronic voting of the Agenda items shall be reserved, voting during the Ordinary General Assembly shall take place as open vote by show of hands.
Pursuant to the Law No: 6698 Regarding the Protection of Personal Data, you may find the detailed information on the processing of your personal data by the Company in the Privacy Notice for Protection of Personal Data Concerning Investor Relations Processes, which is disclosed to the public on https://sustainability.qua.com.tr/detail/kvkk-policy. In accordance with the provisions of the Capital Markets Law, no additional notification via registered mail shall be made to the Shareholders for the registered shares that are traded at the stock exchange.
Respectfully submitted for the consideration of our Esteemed Shareholders.
Company's Headquarter adress: Cumhuriyet Mah. 1955 Sok.. No:1/11 Efeler / Aydın / Türkiye Facility adress: Söke OSB Mah. 4. Sok. No:1 Söke /Aydın / Türkiye Branch address: Huzur Mah., Azerbaycan Cad., Skyland Sitesi B, No:4b, İç Kapı No:316, Sarıyer-İstanbul Registry and Registration Number: Aydın – 19157-Efeler Mersis No: 0460046761800013
From among the additional disclosures that are required to be made under the CMB's "Communiqué on the Determination and Implementation of Corporate Governance Principles (No: II-17.1)", those relating to the Agenda items are included below under the respective Agenda items and the remaining mandatory disclosures are submitted for your consideration in this section.
The total number of shares and voting rights reflecting the shareholding structure of the Company as of the date of announcement of this Information Note, the number of shares and voting rights representing each privileged share group, if there are privileged shares in the share capital, and the nature of the privileges are presented below:
The issued capital of the Company is TRY 2,640,000,000, all of which has been fully paid in free of collusion, and the upper limit of the authorised capital is TRY 15,000,000,000. This capital is divided into 2,640,000,000,000 shares with a value of 1 (one) Turkish Lira each, of which 462,000,000 are registered Group A shares and 2,178,000,000,000 are bearer Group B shares. Group A shares have the privilege to nominate candidates for the board of directors and to vote in the general assembly, provided that the total of Group A shares represents at least 10% (including 10%) of the Company's issued capital.
Group B shares do not have any privileges. The privileges of the privileged shares are specified in the relevant parts of the Articles of Association. In the event that the ratio represented by the total of Group A shares in the issued capital of the Company falls below the 10% limit, the above-mentioned privilege of nominating candidates to the board of directors and voting in the general assembly will automatically cease to exist as of the moment the legal transaction leading to this situation is realised. Furthermore, in the first general assembly meeting to be held upon the realisation of this situation, these articles of association will be amended and share groups and references to share groups will be removed.
According to Article 10 titled "General Assembly" of the Company's Articles of Association regarding the exercise of voting rights, each Group A share entitles its holder to 5 (five) votes. Each Group B share entitles its holder to 1 (one) vote. The right to attend and vote at the General Assembly shall not be conditional upon the shareholder depositing the documents proving that he/she is a shareholder or share certificates with the Company, a credit institution or any other place.
Shareholders present at the Ordinary and Extraordinary General Assembly meetings shall exercise their voting rights in proportion to the nominal value of their total shares. The voting rights of our shareholders, taking into account the privileged shares, are presented for your information in the table below:
| Shareholder | Class of Shares |
Capital Amount (TRY) |
Capital Share (%) |
Voting Rights | Voting Rights Ratio |
|---|---|---|---|---|---|
| Ali Ercan | B | 712.243.276 | 26,98% | 712.243.276 | 15,87% |
| Q Yatırım Holding | A | 462.000.000 | 37,90% | 2.310.000.000 | 51,47% |
| A.Ş.* | B | 538.646.251 | 538.646.251 | 12,00% | |
| Publicly Held | B | 927.110.473 | 35,12% | 927.110.473 | 20,66% |
| TOTAL | A+B | 2.640.000.000 | 100,00% | 4.488.000.000 | 100,00% |
* Ali Ercan is the 100% shareholder of Q Yatırım Holding.
In the course of preparing the Agenda of the Ordinary General Assembly to be held on 16 April 2025 pertaining to the accounting period of 1 January 2024 – 31 December 2024, the Company's shareholders have not submitted any written
request to the Investors Relations Department relating to any matter they wished to be included in the Agenda as an item.
There is no change in management and activity of our company that would significantly affect the activities of our company that took place in the previous fiscal period or planned for the upcoming fiscal periods. Such situations are announced to the public through special case statements, and such statements can be accessed at http://www.qua.com/tr/duyurular/ozel-durum-aciklamalari.
2.4 If the agenda of the general shareholders' meeting includes dismissal, replacement or election of board members, the grounds for dismissal and replacement, the backgrounds of the persons whose candidacy for board membership has been submitted to the partnership, the duties they have carried out in the last ten years and the reasons for their resignation, the nature and materiality level of their relationship with the partnership and its related parties, whether they have the qualifications of independence, and information on similar issues that may affect the activities of the partnership in case these persons are elected as board members:
The agenda of the meeting includes the determination of the number, term of office and election of the members of the Board of Directors, and the CVs of the candidates and the declarations of independence of the independent candidates are attached hereto.
There is no amendment to the Articles of Association on the agenda of the meeting, and the Company's "Articles of Association" and "General Assembly Internal Directive" are available on the website www.qua.com.tr.
The Chairperson who will preside the General Assembly is elected pursuant to the provisions of the Turkish Commercial Code No: 6102 (the "TCC"), the Regulation on the Procedures and Principles Applicable to General Assemblies of Joint Stock Companies and the Representatives of the T.C. Ministry of Customs and Commerce Who Will Attend Such Meetings (the "Regulation" or the "General Assembly Regulation") and Article 7 of the Internal Directive on General Assemblies. In accordance with the Internal Directive on General Assemblies, the Chairperson shall appoint at least one Secretary to keep the minutes and sufficient number of Vote Collectors.
Information shall be provided on the Annual Report pertaining to the accounting period of 1 January 2024 – 31 December 2024, which, in accordance with the TCC, the Regulation and the relevant regulations under the Capital Markets Law is to be submitted to our shareholders' examination for three weeks prior to the date of the General Assembly at our Company's Headquarters, the Electronic General Assembly portal of the Central Registration Agency and our Company's corporate web site (www.qua.com.tr) that is accessible via our official web site (www.yatirimci.qua.com.tr), and the Annual Report shall be submitted for the consideration and to the approval of our shareholders.
Summary of the Independent Audit Report prepared under the TCC and the Capital Markets Board regulations, a copy of which is submitted to our shareholders' consideration for three weeks prior to the date of the General Assembly at our Company's Headquarters, the Electronic General Assembly portal of the Central Registration Agency and our Company's corporate web site (www.qua.com.tr) that is accessible via our official web site (www.yatirimci.qua.com.tr), shall be submitted to the information of the General Assembly.
Our financial statements which, in accordance with the TCC, the Regulation and the relevant regulations under the Capital Markets Law, are to be submitted to our shareholders' examination at least for three weeks prior to the date of the General Assembly at our Company's Headquarters, the Electronic General Assembly portal of the Central Registration Agency and our Company's corporate web site (www.qua.com.tr) that is accessible via our official web site (www.yatirimci.qua.com.tr), shall be submitted for consideration and to the approval of our shareholders.
In accordance with the provisions of the TCC and the Regulation, release of the Board members from their liabilities in respect of their activities, transactions and accounts within the accounting period of 1 January 2024 – 31 December 2024, shall be submitted to the approval of the General Assembly separately for each Board member.
Qua Granıte Hayal Yapı ve Ürünleri Sanayi Ticaret Anonim Şirketi recorded TRY 2.994.684.569,00 net loss attributable to equity holders of the parent company in the 2024 accounting period according to the consolidated financial statements prepared within the framework of the "Communiqué on Principles of Financial Reporting in the Capital Markets" numbered II.14.1 of the Capital Markets Board ("CMB") and in accordance with the formats determined by the Public Oversight Accounting and Auditing Standards Authority ("KGK") and CMB based on the Turkish Financial Reporting Standards put into effect by the KGK and audited by Nevados Bağımsız Denetim AŞ; and a net loss of TRY 2.449.035.862,22 in its statutory financial statements prepared in accordance with the relevant provisions of the Tax Procedure Law No. 213 ("TPL").
Accordingly, the Company's Board of Directors who attended the meeting unanimously has made the following decision on 14.03.2025:
To submit the proposal that no profit distribution could be made due to the net loss recorded in the Company's statutory financial statements to the approval of the shareholders at the 2024 Annual General Assembly.
The table demonstrating our dividend distribution proposal is attached hereto as ANNEX.
In accordance with the Board of Directors decision dated 24 September 2024 and numbered 2024/19 it has been resolved to accept resignation of Board Member Altuğ Dayıoğlu and to appoint Murat Yalçın Nak as Board Member to be submitted to the approval of the first General Assembly to be held in accordance with the article 363 of the Turkish Commercial Code.
In accordance with the Board of Directors decision dated 26 July 2024 and numbered 2024/16 it has been resolved to accept resignation of Board Member Tijen Akdoğan Ünver and to appoint Efe Deniz Kılıç as Board Member to be submitted to the approval of the first General Assembly to be held in accordance with the article 363 of the Turkish Commercial Code.
In accordance with the Board of Directors decision dated 13 January 2025 and numbered 2025/2, it has been resolved to accept resignation of Board Member Efe Deniz Kılıç and to appoint Bahadır Ilgaç as Board Member to be submitted to the approval of the first General Assembly to be held in accordance with the article 363 of the Turkish Commercial Code.
Mr Ali Küçük will be submitted for the approval of the General Assembly as a Board Member candidate.
The resumes of the Board of Directors member candidates determined to be submitted to the General Assembly meeting and the declarations of independence of the independent member candidates are presented in the annex.
The monthly remuneration of the members of the Board of Directors for the year 2025 will be determined by taking into consideration the recommendations of the Corporate Governance Committee within the framework of the provisions of the relevant legislation of the Capital Markets Board, the provisions of the TCC and the Regulation and the principles set forth in our Articles of Association and our remuneration policy.
In accordance with the TCC and the principles stipulated under the Capital Markets Board's Communiqué on Independent Audit Standards in Capital Markets and upon consultation with our Audit Committee, our Board of Directors has selected Nevados Bağımsız Denetim A.Ş. as the firm that will audit the financial reports of our Company within the accounting period of 1 January 2025 – 31 December 2025 and to carry out the other activities within the scope of the aforementioned legislation and this selection shall be submitted for the approval of the General Assembly.
In accordance with Article 6 of the Dividends Communiqué No: II-19.1 of the Capital Markets Board, the donations and aids made within the accounting period of 1 January 2024 – 31 December 2024 must be submitted to the information of the shareholders during the Ordinary General Assembly.
Aggregate amount of the donations and aids made by the Company within the accounting period of 1 January 2024 – 31 December 2024 is TRY 1.476.828. While TRY 436,000 of these donations and aids were given as student scholarships, the remaining amount consisted of donations to public institutions and associations.
"Transactions and Balances with Related Parties" in Article 26 of the "Consolidated Financial Statements and Independent Auditor's Report", "Asset and service purchase and sale transactions" and "Common and continuous transactions" carried out in accordance with the Capital Markets legislation will be presented to the General Assembly for information.
Pursuant to Article 12 of the Corporate Governance Communiqué No: II-17.1 of the Capital Markets Board, securities, pledges, collaterals and mortgages granted to third parties by our Company and/or its subsidiaries and the revenues or benefits obtained as a result thereof must be included as a separate item in the General Assembly's agenda. Accordingly, these issues are covered by footnote no: 14 of our Financial Statements related to the accounting period of 1 January 2024 – 31 December 2024.
13. Granting authority to the members of the Board of Directors in accordance with sections 395 and 396 of the Turkish Commercial Code No. 6102, and informing the shareholders on the transactions carried out during the accounting period between 1 January 2024 – 31 December 2024, in accordance with the mandatory principle 1.3.6 of the Corporate Governance Communiqué as promulgated by the Capital Markets Board,
The members of the Board of Directors can do business as stipulated in the first subsection of Articles 395 and 396 of the TCC entitled Competition Ban and Ban on doing Business with the Company and Borrowing from the Company only with the approval of the General Assembly.
Pursuant to the Capital Markets Board mandatory Corporate Governance Principle No. 1.3.6, the General Assembly shall be informed in the event that shareholders having managerial control, board members, senior management and their relatives up to the second degree of blood or affinity engaged in a significant business transaction creating a conflict
of interest with the Company or its subsidiaries, competed with the company in the same line of business on their own behalf or on the behalf of others, or was involved in the same business as that of the Company as unlimited partner in another company. Information about said transactions must be included as a separate item on the agenda and recorded into the minutes of the General Assembly.
In order to fulfil requirements set forth by these regulations, giving said permission, shall be presented for approval of our shareholders at the General Assembly. Furthermore, our shareholders shall be informed regarding transactions made in this nature during the year, and some of the shareholders who have control of the management, members of the board of directors, managers who have administrative responsibility and their spouse and relatives, up to second degree, by blood and by marriage; serve as member of the board of directors, at some other Ercan Group companies, including those which have similar field of operations, with our Company. In 2024, there has not been any significant transaction which requires providing information within the scope of the principle number 1.3.6 of the Communiqué on Corporate Governance.
The list of candidates for the Board of Directors and their backgrounds for the Ordinary General Assembly Meeting to be held on 16 April 2025 are as follows, and Mr. Bahadır Ilgaç is Independent Board of Directors candidates. If all candidates are elected, there is no situation that may adversely affect the Company's activities.
Prior to forming Taxim Capital, Mr. Nak was the COO of the Acıbadem Healthcare Group where he worked for 6 years. Before Acıbadem, he served as the CEO and board member of Memorial Healthcare Group for 3 years, as country director of the strategy and management consulting division of PWC for 2 years, as project manager at the Istanbul Office of McKinsey & Company for 5 years and as planning and product manager at Procter&Gamble's German and Turkish Head Offices for a total of 7 years. Mr. Nak received his BS in Industrial Engineering from Bosphorus University in Istanbul and his MBA from J.L. Kellogg Graduate School of Management of the Northwestern University in Chicago. Mr. Nak is also a TEV (Turkish Education Foundation) and Fulbright Scholar. In the past, he served as a Board Member of TKYD (Corporate Governance Association of Turkey). He is currently a member of TOBB's (Union of Chambers and Exchanges of Turkey) Girişim Sermayesi Meclisi (Venture Capital Council) and Endeavor's Istanbul branch.
Ali Küçük completed his associate degree at Istanbul University, Department of Forest Industry Engineering in 1986. He completed his bachelor's degree at Istanbul Technical University, Department of Metallurgical and Materials Engineering with honors in 1990 and then completed his master's degree at Osmangazi University, Institute of Metallurgy in 1995. He started his business life in 1989 as a Research Personnel at Eczacıbaşı Industrial Raw Materials Ind. Trade Inc. From 1990 to 1996, he worked as a Specialist and Manager in the Ceramics and Materials Unit Management department of the General Directorate of Mineral Research and Exploration, Department of Mineral Analysis and Technology. Between 1996 and 2012, he worked at Kaleseramik Çanakkale Kalebodur Ind. A.Ş., he worked as Teknik Porcelain, R&D, P&D Manager, R&D, P&D Assistant Manager, R&D and Technology Manager, Productions Manager (Floor-Wall) and Technical Manager, R&D Center Manager (responsible for R&D, P&D, Investments, Energy, Environment, and Projects). He served as General Manager at Yurtbay Seramik San. Tic. A.Ş. between 2012- 2014, President of Seramiksan SAGIM between 2014-2016, General Manager at Decovita Yatırım Ürünleri San. Tic. A.Ş. between 2016-2019, Factory Manager at Bien Yapı between 2019-2021, and Factories Manager at NG Kütahya Seramik between 2021-2024. Ali Küçük, who has extensive experience and knowledge in personal development, business development, research, development, design training, factory and system commissioning, was born in Çanakkale in 1967 and is married with two children.
Efe Deniz Kilic, born in Istanbul in 1993, completed his high school education at Robert College. He went on to graduate from Bogazici University in 2017 with a Bachelor's degree in International Trade, followed by a Master's degree in Finance from ESADE Business School in Barcelona, Spain. Upon returning to Turkey, he joined Pragma, specializing in mergers and acquisitions (M&A). During his time there, he provided advisory services to clients across various industries such as industrials, consumer durables, and infrastructure. In 2019, Mr. Kilic transitioned to Taxim Capital, a leading private equity fund in Turkey. During his tenure, the fund invested in Cyberwise (a cybersecurity value-added reseller), Doganay (a local beverage manufacturer), Moltek (a radiopharmaceutical manufacturer), and Yılpar (a flexible packaging manufacturer). Efe was actively involved in the fund's completed initial public offerings (IPOs) of Suwen in 2022 and Big Chefs in 2023. As of 2023, alongside his responsibilities at Taxim Capital, Efe was involved in the establishment of Alkima Partners, a prominent private equity investment fund in Turkey. Alkima Partners invested in SAMM Teknoloji (a fiber optic connectivity products manufacturer) and Desi Kimya (a protective packaging manufacturer). Having gained extensive experience in corporate M&A transactions and portfolio company management, Mr. Kilic is currently serving as a board member for Qua Granit and SAMM Teknoloji, as well as a board observer for Cyberwise.
Bahadır Ilgaç is a graduate of Ankara Çankaya Atatürk Anatolian High School, Middle East Technical University (Department of Mathematics) and Sabancı University MBA program. Beginning of his career, Ilgaç worked in Strategy and Business Development departments of Doğan Holding and Borusan EnBW Energy, respectively. Ilgaç joined MV Holding (the founder of Turkcell, having NAV of around 1.5bln USD) in 2011 and served to the group as Business Development and Affiliates Director until 2020. He also acted as Board Member at MV Holding group companies (Dost Energy, Hub GSYO, Paycore Payment Systems, KVK Technology, The Lifeco, VK Real Estate, Izmir Swissotel, TED Istanbul College and Istanbul Film Studios). Ilgaç, joined to Netcad Software Technology team as Chief Operating Officer in 2020 and acted as the Co-CEO of the company during 2021 and 2022. Bahadır Ilgaç is the Chief Operating Officer of Saran Holding (a media group focusing on entertainment and sport content) since 2023. Ilgaç has a wide range of experience in strategic planning, corporate restructuring, organizational transformation, subsidiary management, mergers and acquisitions, finance, budget and reporting.
I hereby declare that I am a candidate for independent board membership at the Board of Directors of Qua Granite Hayal Yapı ve Ürünleri Sanayi Ticaret A.Ş. ("Company") under related regulations, Articles of Association of the Company and the criteria stated in Capital Markets Board's ("CMB") Communiqué on Corporate Governance. In that regard I also confirm that;
a) In the last five years, I, my spouse or my up to the second degree blood or affinity relatives is not or has not been; employed by as a key management personnel; has not had ordinary or privileged shareholding exceeding 5% by himself or together with; or has not been involved in any material business dealings with the Company, its subsidiaries and affiliates, or shareholders controlling the Company or having material effect over the Company and all entities controlled by those shareholders.
b) In the last five years, I am not or have not been employed by as an executive having significant duties and responsibilities or have not been a member of the board or did not have a shareholding exceeding 5% of an entity which has had a contractual relationship with the Company for a material business transaction including audit (including tax audit, legal audit, and internal audit) rating or consulting services during the terms in which the goods or services were provided.
c) My CV indicates that I have skills, knowledge and expertise relevant to the Company's business and extensive experience to fulfill my duties as an independent board member.
d) After my election I will not work full time in a Turkish governmental or public institution, except for the faculty membership under relevant regulations.
e) I am deemed to be resident in Turkey according to Income Tax Law No.193 dated 31.12.1960,
f) I am capable to contribute positively to the operations of the Company, to maintain my objectivity in conflicts of interests between the Company and the shareholders, to have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders.
g) I will dedicate enough time to follow up the activities of the Company and for the duly fulfillment of my responsibilities.
h) I have not been on the board of the Company for more than six years within last ten years.
i) I am not an independent board member in more than three of the corporations controlled by the Company or its controlling shareholders and in more than five corporations listed on Borsa İstanbul in total.
j) I am not registered in the name of any legal entity elected as a board member.
BAHADIR ILGAÇ
I hereby declare that I am a candidate for independent board membership at the Board of Directors of Qua Granite Hayal Yapı ve Ürünleri Sanayi Ticaret A.Ş. ("Company") under related regulations, Articles of Association of the Company and the criteria stated in Capital Markets Board's ("CMB") Communiqué on Corporate Governance. In that regard I also confirm that;
a) In the last five years, I, my spouse or my up to the second degree blood or affinity relatives is not or has not been; employed by as a key management personnel; has not had ordinary or privileged shareholding exceeding 5% by himself or together with; or has not been involved in any material business dealings with the Company, its subsidiaries and affiliates, or shareholders controlling the Company or having material effect over the Company and all entities controlled by those shareholders.
b) In the last five years, I am not or have not been employed by as an executive having significant duties and responsibilities or have not been a member of the board or did not have a shareholding exceeding 5% of an entity which has had a contractual relationship with the Company for a material business transaction including audit (including tax audit, legal audit, and internal audit) rating or consulting services during the terms in which the goods or services were provided.
c) My CV indicates that I have skills, knowledge and expertise relevant to the Company's business and extensive experience to fulfill my duties as an independent board member.
d) After my election I will not work full time in a Turkish governmental or public institution, except for the faculty membership under relevant regulations.
e) I am deemed to be resident in Turkey according to Income Tax Law No.193 dated 31.12.1960,
f) I am capable to contribute positively to the operations of the Company, to maintain my objectivity in conflicts of interests between the Company and the shareholders, to have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders.
g) I will dedicate enough time to follow up the activities of the Company and for the duly fulfillment of my responsibilities.
h) I have not been on the board of the Company for more than six years within last ten years.
i) I am not an independent board member in more than three of the corporations controlled by the Company or its controlling shareholders and in more than five corporations listed on Borsa İstanbul in total.
j) I am not registered in the name of any legal entity elected as a board member.
EFE DENİZ KILIÇ
| QUA GRANITE HAYAL YAPI VE ÜRÜNLERİ SANAYİ TİCARET A.Ş. | |||||||
|---|---|---|---|---|---|---|---|
| 2024 Dividend Distribution Proposal Table (TL) | |||||||
| 1 | Paid in Capital/Issued Capital | 2.640.000.000 | |||||
| 2 | Total Legal Reserves (According to Statutory Income Statements)* | 48.000.000 | |||||
| Information on privileges in profit distribution if any in the Articles of Association |
There is no privileged share group in the profit |
||||||
| According to CMB |
According to Tax Book |
||||||
| 3 | Current Period Profit | -2.631.848.716 | -2.449.035.862,22 | ||||
| 4 | Taxes Payable ( - ) | 362.835.853 | 0 | ||||
| 5 | Net Current Period Profit = | -2.994.684.569 | -2.449.035.862,22 | ||||
| 6 | Losses in Previous Years (-) | 0 | 0 | ||||
| 7 | Primary Legal Reserves (-) | 0 | 0 | ||||
| 8 | NET DISTRIBUTABLE CURRENT PERIOD (=) | -2.994.684.569 | -2.449.035.862,22 | ||||
| 9 | Donations Made during the Year (+) (**) | 1.476.828 | |||||
| 10 | Donation-Added Net Distributable Current Period Profit on which First Dividend is Calculated |
-2.993.207.741 | |||||
| 11 | First Dividend for Shareholders | ||||||
| - Cash | |||||||
| - Stock | |||||||
| - Total | |||||||
| 12 | Dividend Distributed to Owners of Privilegend Shares | ||||||
| 13 | Other Dividend Distributed | ||||||
| - To the Members of the Board of Directors | |||||||
| - To the Employees | |||||||
| - To None Shareholders | |||||||
| 14 | Dividend to Owners of Redeemed Shares | ||||||
| 15 | Second Dividend for Shareholders | ||||||
| 16 | General Legal Reserves | ||||||
| 17 | Statutory Reserves | ||||||
| 18 | Special Reserves | ||||||
| 19 | EXTRAORDINARY RESERVES | ||||||
| 20 | Other Distributable Resources | ||||||
| - Retained Earnings | |||||||
| - Retained Earnings - Other distributable reserves in accordance with the |
|||||||
| Law and the Articles of Association |
|||||||
| - Legal Reserves From Other Distributable Resources | |||||||
| (*) The amount is the nominal general legal reserves amount, and there is an inflation adjustment difference of |
TL 93.026.493,49 regarding the legal reserves in the records prepared in accordance with the Tax
Law after the inflation accounting application.
(**) 28.12.2023 dated, the consolidated donation amount calculated in accordance with the Turkish Financial Reporting Standards in accordance with the Resolution on the application of inflation accounting is stated.
| 2024 Dividend Distribution Proposal Table (TRY) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| SHARE GROUP |
DIVIDEND AMOUNT | TOTAL DIVIDEND AMOUNT (TRY)/ NET DISTRIBUTABLE CURRENT PERIOD PROFIT |
DIVIDEND TO BE PAID FOR SHARE WITH PAR VALUE OF 1 TRY |
|||||||
| CASH (TRY) |
STOCK (TRY) |
RATE (%) | AMOUNT (TRY) |
RATE (%) | ||||||
| NET | A | 0 | 0 | 0 | 0 | 0 | ||||
| B | 0 | 0 | 0 | 0 | 0 | |||||
| TOTAL | 0 | 0 | 0 | 0 | 0 |
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