Annual Report • Mar 11, 2025
Annual Report
Open in ViewerOpens in native device viewer
| I. | GENERAL INFORMATION3 | |
|---|---|---|
| a) | About Kafein3 | |
| b) | Reporting Period4 | |
| c) | Registry Information 4 |
|
| d) | Area of Activity5 | |
| e) | Capital and Partnership Structure9 | |
| f) | Preferred Shares and Explanations for the Voting Rights of Such Shares10 | |
| II. | INFORMATION ABOUT THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT11 | |
| a) | Board of Directors Structure and Resumes11 | |
| b) | Resumes 14 |
|
| c) | Independence Statements15 | |
| d) | Committees Established by the Board of Directors18 | |
| e) | Committee Duties and Working Principles21 | |
| f) | Senior Management and Personnel 24 |
|
| g) | Organization Chart 25 |
|
| III. | INFORMATION ABOUT THE OPERATIONS 25 |
|
| a) | Information about the Share Buy-Back25 | |
| b) | Information about Private and Public Audits25 | |
| c) | Donations and Grants26 | |
| d) | Information about the Group Involving the Company26 | |
| e) | Information about the Affiliates and Subsidiaries26 | |
| f) | Amendments to the Articles of Association within the Period 27 |
|
| g) | Sanctions Imposed under the Regulations27 | |
| h) | Information about the On-going Legal Procedures27 | |
| i) | Legislative changes that may affect company activities 28 |
|
| j) | Information About the Conflict of Interest Between the Company and the Institutions from which it receives Services such as Investment Consultancy and Rating Firms28 |
|
| k) Corporate Actions Regarding Significant Transactions and The Retirement Right within CMB Article 23 | 28 | |
| IV. | RESEARCH AND DEVELOPMENT ACTIVITIES29 | |
| V. | FINANCIAL INFORMATION35 | |
| a) | Summary of Financial Results35 |
| b) | Information about Dividends36 | |
|---|---|---|
| VI. | RISKS AND ASSESMENT BY THE BOARD OF DIRECTORS38 | |
| VII. | DEVELOPMENTS WITHIN AND FOLLOWING THE PERIOD40 | |
| VIII. | MISCELLANEOUS51 | |
| IX. | POLICIES52 | |
| X. | STAKEHOLDER COMMUNICATION 58 |
|
| XI. | CORPORATE GOVERNANCE COMPLIANCE REPORT 202464 | |
| XII. | CORPORATE GOVERNANCE INFORMATION FORM 202470 | |
| XIII. | SUSTAINABILITY PRINCIPLES COMPLIANCE REPORT 202477 |
Kafein Yazılım Hizmetleri Ticaret A.Ş. was established in 2005 to develop software solutions. The company provides services to its customers, primarily with Managed Services, Cyber Security, Product/License Sales and Integrations, Customer-Specific Software Solutions, Outsourcing, as well as software products developed by itself. Kafein has always maintained its growth since establishment and improved competencies every year. Kafein continues operations in strict conformance with quality standards and methodologies. Among the institutions that benefit from the services by Kafein, there are the biggest telecommunication companies, insurance companies, banks, retail, and manufacturing companies of Turkey.
As Kafein Technology, we aim to be among the leading software companies that meet the needs and expectations in the sector that transform the creativity of employees into customer satisfaction, act on a risk-based basis, and have international competitiveness by adopting an effective and constantly renewing quality management system with professional, self-confident, businessconscious personnel and transparent organizational structure.
With our high-tech software and R&D studies, we aim to offer products and solutions that reduce error rates and increase business efficiency in various sectors such as telecom, transportation, finance, retail and service.
⋅ Keeping customer satisfaction at the highest level by using time effectively and efficiently
⋅ In addition to meeting expectations, always doing the best by exceeding expectations
⋅ Ensuring that employees receive trainings that enable them to develop themselves and increase their self-confidence.
This report covers the information of the period between 01.01.2024 and 31.12.2024.
| Trade Name |
Kafein Yazılım Hizmetleri Ticaret Anonim Şirketi |
|||
|---|---|---|---|---|
| Date of Establishment | 26.08.2005 - Istanbul, TURKEY | |||
| Paid Capital |
TRY 19,750,000 |
|||
| Authorized Capital | TRY 200,000,000 (Two Hundred Million Turkish Lira) | |||
| Trade Registration No. |
ISTANBUL - 563336 | |||
| Tax Office and Number |
ESENLER - 487 051 8539 |
|||
| Address1 | Çifte Havuzlar Mah. Eski Londra Asfaltı Head Office: Cad. Kuluçka Mrk. A2 Blok No:151/1B İç Kapı No: B01 Esenler İstanbul Istanbul Specialized Free Zone Branch: Yeşilköy SB Mah. İSBİ Plaza Sok. ISBI Plaza No 1 İç Kapı No 909 Bakırköy İstanbul Ankara Branch: Aşağı Öveçler, 1309. Sk. No:5 D:6 06460 Çankaya/Ankara |
|||
| Telephone / Fax |
0212 924 20 30 / 0212 483 70 27 | |||
| Website | www.kafein.com.tr | |||
| Area of Activity |
Software Development |
|||
| NACE Code |
62.01.01 (Computer Programming Activities) |
1 The company's branch titled "Kafein Yazılım Hizmetleri Ticaret Anonim Şirketi Düzce Şubesi" was closed on 03.02.2025 and the said closure was published in the Turkish Trade Registry Gazette dated 12.02.2025 and numbered 11270.
Kafein Yazilim Hizmetleri Ticaret A.S. is engaged in software services. The fields of activity of the Company can be analysed under the following items:
Kafein carries out all the operational processes according to the ISO 9001 quality management system and offers services in compliance with these processes. Detailed information on the company services can be found at www.kafein.com.tr/services
Managed service is the management of a part of the IT system of a company on behalf of a client and rendering it as a service. All or a part of software development, analysis, test, and operation services can be considered as managed services. Managed services also include personnel supply, employment, and management. The difference between personnel supply under managed services and standard employment is as follows:
| Outsourcing | Managed Services |
|---|---|
| Personnel selection is made by the client. |
Personnel selection is made by the supplier company. |
| Performance review is made by the client. |
Performance review is made by the supplier company. |
| The number of personnel is defined by the client. |
The number of personnel is defined mutually. The goal is to render services. |
| A mixed team is established for the same purpose and goal. |
The team consists of a single company. |
| Fund of knowledge is transmitted in a limited way. |
Fund of knowledge is created within the company. |
| Payment is made according to the days of work by personnel. |
Payment is made according to the rendered service. |
Kafein offers managed services and assigns a team for software development, analysis, test, and operation in accordance with a Service Level Agreement (SLA) to be concluded with the client. The quality of these services is measured with the comparison of key performance indicators mutually defined by the parties.
This approach attributes the cost of work and personnel to Kafein. Therefore, it serves not only as an approach to reduce management costs but also as a competitive element that improves performance and efficiency.
Thanks to the knowledge and experience acquired with managed services, Kafein has become one of the key suppliers according to the clients. This ensures longer terms of business and agreements for Kafein.
Kafein offers turnkey solutions tailored for the needs of clients. These solutions are implemented by a project team specially established for the purpose. With turnkey solutions, software development and integration requests are completed and offered for use within a particular time as defined by clients. These activities are performed with a certain discipline and method by a special team. With these projects, Kafein offers the softwares developed by the Company or business partners to the clients of telecommunication, service, insurance, and transportation industries, in particular.
In this sense, Kafein implements the project management methodologies that are accepted as the industrial standards. These methodologies are identified with the consideration of the complexity and size of projects, the profile and structure of clients, and the parameters to be regarded for the project team. Similarly, project managers use various management tools throughout the projects.
In general, a project management process consists of the following stages:
Kafein employs and assigns personnel according to the knowledge and experience levels required by clients. The personnel assigned to render services are selected by clients from among the
proposed candidates. In this service, client is the party responsible for the management of a dedicated Kafein team and also undertakes the risk for the quality and completion of works.
Kafein has been engaged in license sales in Turkey as the business partner of many international software and technology companies. Having initiated license sales in Turkey by collaborating with the leading companies of the relevant industries, the Company expands its operations to abroad. As of the period, our company has a total of more than +50 partners with which it cooperates at home and abroad. You can reach all our business partners at www.kafein.com.tr/home/workpartners
Robotic Process Automation: Robotic Process Automation is the repeatable handling of the systematic processes and operations carried out by the employees through the software robot and the automatic realization of the learning method. Various technical inquiries or calculations, records and transactions are repeated by simulating an employee's behaviour. Robotic Process Automation improves service quality by eliminating errors in operations and saves considerable time and cost for manual and repetitive tasks.
End to End Solution to Protection of Personal Data: It enables organizations to discover sensitive data, to configure them correctly, to process them effectively and to store them in compliance with the provisions of the Personal Data Protection Law (KVKK) and General Data Protection Regulation (GDPR) and in accordance with legal requirements.
Cyber Security can be defined as aggregated methods, Technologies and processes that help to protect the privacy, integrity and availability of digital assets, networks and data against cyberattacks or unauthorized access. The main purpose of cyber security is to protect all corporate assets from both external and internal threats and disruptions caused by natural disasters.
AllinCyber, the brand of Kafein Technology for cyber security solutions, is cyber security consulting firm that offers an end-to-end solution partnership in risk-operation and cost management of institutions, which integrates human, process and technology concepts against cyber-attacks by increasing the information security levels of institutions with its cyber security solutions. The longterm goals of the department are to provide cyber security services in the Turkic Republics, especially in Azerbaijan, to produce domestic and national cyber security products, to establish an academy and train talented young people in this field to position them in customer locations, and to be one of the competent Cyber Security Integrators in Turkey. The AllinCyber brand can be accessed by the following link: www.allincyber.com The services provided are as follows:
Managed Endpoint Monitoring and Forensic Analysis
E-Mail Security and Management
Established as a result of Kafein Technology's strategic partnership with Google Cloud, AllinCloud makes cloud technologies accessible and offers innovative cloud technologies to support customers' growth, innovation and digital transformation processes. You can reach our Kafein AllinCloud brand at www.allincloud.com.tr website.
DataTouch (Data Lineage Software): DataTouch is a Data Security and Governance Product and a new generation data lineage software that helps determine the purposes of use, frequency of use and users of the detected data.
The product is listed on the product catalogue of the global software provider Opentext to be sold globally, and the OEM (Original Product Manufacturer) contract is signed on 06.04.2023 to be included in the sales lists under the brand "Voltage". Additionally, DataTouch entered the Product Catalogue of the American-based technology company Infocorvus LLC on 22.09.2023
DataFocus (Data Governance): DataFocus is a new Data Governance product that is equipped with features such as data quality management, access controls, compliance management, central management panel and business glossary, making companies' data management more secure, organised and efficient. During the period, the MVP (Minimum Viable Product) version, the first version of DataFocus, our Data Governance product developed by our company, was launched.
Test Data Management (TDM): The TDM product developed by Kafein is used in corporate companies to generate test data. Digitization and increasing application need led to an increase in test data production needs. It is possible to produce test data independent of real data and fully compliant with regulations, with the Test Data Management (TDM) product, which imitates real data of institutions and creates data sets.
TDM entered the product catalogue of global software provider Opentext to be sold globally on 19.04.2021. In addition, on 22.09.2023, it entered the product catalogue of the US-based technology company Infocorvus LLC. Additionally, on 22.10.2024, the test data management "TDM (Effective Test Data Management Software)" product developed by the company were certified with the "Domestic Goods Certificate" by the Istanbul Chamber of Industry (ISO) with their 100% local content and high technology level classification.
APIFORT (API Security): APIFORT Security Solution addresses user and application access control more effectively with an approach focused on advanced threat detection and prevention. Our
solution is designed to secure sensitive information over API traffic. API logs and monitoring mechanisms provide a detailed view to detect and respond to potential security threats. It offers a technical solution to complex security needs with the advantages of quickly adapting to security standards and optimizing security without the need for encryption.
On 03.07.2024, the company became a founding partner of APIFORT Yazılım ve Güvenlik Çözümleri Anonim Şirketi by participating in the company with a 51% share.
DataSkope & InfraSkope (Database Activity Monitoring and Prevention): DataSkope and InfraSkope products developed by our 70% Subsidiary Karmasis Bilişim Çözümleri Ticaret A.Ş are cyber security solutions. Dataskope is a Database Activity Monitoring (DAM) solution developed to ensure the data security of institutions. It monitors database activities in real-time, identifies threats to the database, and instantly reports suspicious activities. Dataskope plays a critical role in recording transactions in the database, detecting data breaches, and ensuring audit compliance. Infraskope SIEM+ (Security Information and Event Management Plus) is an advanced security information and event management solution designed for organizations to detect, analyze and respond to cyber security incidents. Infraskope SIEM+ collects and analyzes large amounts of log and event data in real-time and detects cyber threats instantly. It helps organizations minimize cybersecurity risks through threat intelligence, compliance reporting, and advanced correlation capabilities.
DataSkope entered the product catalogue of the global software provider OpenText to be sold globally on 06.04.2023 and the American-based technology company Infocorvus LLC's product catalogue on 22.09.2023. InfraSkope entered the product catalogue of the American-based technology company Infocorvus LLC on 22.09.2023.
The issued capital of Kafein Yazilim Hizmetleri Ticaret A.S. consists of 19,750,000 shares with TRY 1,00 as the nominal value of each share.
By the current period, the distribution of the issued capital of Kafein among the partners is as follows:
| Shareholder | Group A |
Group B |
Group C |
Total Capital | Capital | Voting |
|---|---|---|---|---|---|---|
| Amount (TRY) |
Share (%) |
Right (%) |
||||
| Ali Cem Kalyoncu |
183,333 | 183,333 | 4,598,362 | 4,965,028 | 25.14 | 40.58 |
| Publicly Held / Other | 14,784,972 | 14,784,972 | 74.86 | 59.42 | ||
| TOTAL | 183,333 | 183,333 | 19,383,334 | 19,750,000 | 100.00 | 100.00 |
As specified under article 7 of the Articles of Association, the shares of the Company are classified under three groups as Group (A), (B) and (C) shares. Group (A) and (B) shares are registered shares and represent the special rights and privileges defined in the Articles of Association. Group (C) shares are bearer shares and are not furnished with special rights and privileges.
Nomination: According to article 9 of the Articles of Association, 2 members are to be elected from among the Group A shareholders or the persons assigned by them while 1 member is to be elected from among the Group B shareholders or the person assigned by them in case the Board of Directors consists of 6 or 7 members. Similarly, 3 members are to be elected from among the Group A shareholders or the persons assigned by them while 1 member is to be elected from among the Group B shareholders or the person assigned by them in case the Board of Directors consists of 8 members.
One among the Group A shareholders or a person assigned by them takes office as the Chairman of the Board while one among the Group B shareholders or a person assigned by them serves as the Vice Chairman of the Board.
Voting Rights: As specified in article 15 of the Articles of Association, each and every Group A and B shareholder has 15 (fifteen) voting rights except for board member elections while each and every Group C shareholder has 1 (one) voting right in the ordinary and extraordinary general assembly meetings.
The shareholders may decide to assign an attorney to represent them in General Assembly meetings. The attorneys who are also the shareholders of the Company can vote for the shares of the represented shareholders as well as for their own shares. The Capital Markets Regulation shall apply for the voting and proxy voting procedures.
Minority Rights: Within the framework of Article 15 of the Company's Articles of Association, secret and written voting may be applied upon the request of the shareholders who represent shares equal to at least one-tenth (10%) of the capital. Article 411 of the Turkish Commercial Code grants the "Minority Right" to the shareholder(s) who own at least 5% (1/20) of the issued capital in public companies.
Share Transfer: The transfer of the Group A and B registered shares is subject to the approval of the Board of Directors, and the provisions of the article 493 of Turkish Code of Commerce shall apply thereto. On the other hand, Group C bearer shares can be transferred freely without any restriction. The articles of association are available at company website under the Investor Relations menu.
According to company's Article of Association article 9, in order to enable efficient and constructive activities, fast and rational decisions, establishment of committees and efficient organization of activities, the Board of Directors of the Company is assigned by the general assembly to consist of 6 to 8 members. Members of the Board of Directors can be elected to take office for three years. A member with expired term of office may be re-elected as long as he/she is not dismissed.
In case the number of members of the Board of Directors consists of 6 or 7 people; 2 members are selected among the A group shareholders or the candidates they will appoint; 1 member is selected among the B group shareholders or the candidates they will appoint. If the number of members of the Board of Directors consists of 8 people, 3 members are selected among the A group shareholders or the candidates they will nominate; 1 member is selected among the B group shareholders or the candidates they will appoint. The number and qualifications of the independent members who will take place in the Board of Directors are determined according to the regulations of the Capital Markets Board regarding Corporate Governance.
A person selected from among the Group A shareholders or the candidates they will nominate serves as the Chairman of the Board of Directors. A person selected from among the B Group shareholders or the candidates they will nominate shall serve as the Deputy Chairman of the Board of Directors.
The Board of Directors manages and represents the company. The independent members of the board of directors reserve the duties, rights and authorities assigned by the Capital Markets Law and the relevant regulation. The Board of Directors is liable to establish the committees and commissions prescribed by the regulation. Apart from these, the Board of Directors may also create committees and commissions for the management and supervision of the decisions and policies regarding the activities. The regulations of the Capital Markets Law apply for such committees.
The meeting of the Board of Directors is held when it becomes necessary due to the activities and procedures of the Company. The meeting and quorum articles and provisions of the Turkish Code of Commerce apply for the meetings. On the other hand, the regulations by the Capital Markets Law and Capital Markets Board are reserved.
All executive bodies of the Company perform their duties within the hierarchy in the Internal Directive, provided that they do not contradict the law and relevant legislation, the mandatory provisions in the Company's articles of association and the indispensable duties and powers of the General Assembly. The company's articles of association are taken as basis in determining the structure and term of the Board of Directors. In accordance with the working principles of the Board of Directors, utmost care is taken to provide information and documents to the members at least 1 (one) day before the meeting.
The Board member allocates sufficient time for company affairs. If a member of the Board of Directors is a manager or a member of the board of directors in another company or provides consultancy services to another company, it is essential that this situation does not cause a conflict of interest and does not disrupt the member's duty in the company. In this context, the member's ability to take on other duties or tasks outside the company is limited to a maximum of 5 (five) companies outside the company. The duties of a member of the board of directors outside the company and the reasons therefor are presented to the information of the shareholders, together with the agenda item regarding the election, at the general assembly meeting where the election is discussed, making a distinction between inside and outside the group.
Participation in Meetings: 28 Board of Directors Meetings were held during the period. Members of the Board of Directors attended the meetings at a rate of 92.4%.
Attendance Allowance: A fixed fee, applicable to all Board of Directors members, is established annually at the ordinary general assembly meeting. The fixed compensation provided to the Board Members, Senior Management, and employees of Caffeine must align with the company's ethical standards, internal equilibrium, and strategic objectives while remaining independent of short-term achievements. At the Extraordinary General Assembly Meeting dated 01.04.2024, taking into account the opinion presented by the Corporate Governance Committee to the Board of Directors at its meeting dated 19.02.2024 and numbered 02, it was decided to pay a monthly net salary of TRY 30,000 to the Chairman of the Board of Directors, TRY 20,000 to the Deputy Chairman of the Board of Directors, TRY 15,000 to the Members of the Board of Directors and TRY 30,000 to the Independent Board Members for 2024.
Executive Liability Insurance: On 22.09.2023, within the framework of compliance with Article 4.2.8 of the Corporate Governance Communiqué, our company signed Directors' Liability Insurance with an annual policy price of 3.000.000 USD, valid between 03.09.2023 and 03.09.2024. The relevant policy was renewed on 01.10.2024 to be in effect between 03/09/2024 - 03/09/2025.
Transactions Carried Out within the Scope of TCC (Turkish Commercial Code) Article 395 and 396: As per the compulsory Corporate Governance Rule no. 1.3.6. by the Capital Markets Board, in case the controlling shareholders, board members, administrative directors and their wives, collateral relatives and relatives by marriage make a significant transaction which may lead to conflict of interests with the partnership or subsidiaries and/or make a transaction which belongs to a field of activity of the partnership or a subsidiary or participate as a partner in another partnership which is engaged in the same fields of activity, such transactions must be brought to the agenda of the general assembly and must be included in the general assembly report by providing detailed information as a separate agenda item during the meeting of the general assembly. At the Ordinary General Assembly dated 25.06.2024, as per the Capital Markets Board Corporate Governance Principal Article 1.3.6., the shareholders were informed that there were no works or transactions carried out during the 2023 accounting period. It has been decided to give permission to the Members of the Board of Directors to carry out the transactions written in Articles 395 titled "Prohibition of making transactions with the Company, prohibition of borrowing to the company" and Article 396 titled "Prohibition of Competition" of the TCC.
| BOARD OF DIRECTORS |
|||||||
|---|---|---|---|---|---|---|---|
| Full Name |
Role | Date of Election |
Due Date | Executive or Not |
Current External Assignments |
||
| Ali Cem Kalyoncu |
Board Chairman |
16.12.2011 01.04.2027 | Executive | Netsite Iletisim ve Elektronik Sistemleri San. ve Tic. A.S. Managing Partner and Vice Chairman Karmasis Bilisim Cozumleri Tic. A.S. Board Chairman |
|||
| Neval Onen |
Vice Chairwoman |
10.04.2013 01.04.2027 | Executive | Karmasis Bilisim Cozumleri Tic. A.S. Board Member |
|||
| Hatice Sevim Oral |
Board Member |
10.04.2013 01.04.2027 | Executive | - | |||
| Kenan Subekci |
Board Member |
02.01.2012 01.04.2027 | Non Executive |
Birlik Insaat Otomotiv ve Bilisim Hizm. Controlling Shareholder, Mayor of Düzce Gümüşova Municipality |
|||
| Murat Kaan Güneri |
Independent Board Member |
01.03.2024 | 01.04.2027 | Non Executive |
AltoPartners C.V. Turkey Managing Partnership, MKG ve Ortakları İnsan Kaynakları Danışmanlığı Hizmetleri A.Ş. Chairman of the Board of Directors, Member of the Audit Board of İstanbul Golf İhtisas Spor Kulübü İktisadi İşletmesi |
||
| Murat Ethem Sümer |
Independent Board Member |
23.08.2022 01.04.2027 | Non Executive |
Escar Filo Kiralama Hizmetleri A.Ş. Financial Affairs Director |
Ali Cem Kalyoncu was born in 1960 and is an alumnus of the Electronics Engineering department, Istanbul Technical University. Later, he got his master's degree from the Autocontrol and Computers department Istanbul Technical University Institute of Science. As part of his professional career, he took office in Nixdorf A.S. as a Service Engineer, Digital Equipment Turkiye A.S. as Service Manager, and Datapro A.S. as a Director General and Managing Partner. Ali Cem Kalyoncu holds office as the Board Chairman and Director General of Kafein Yazilim Hizmetleri Ticaret A.S.
In 1989, Neval Onen started her professional career as a part-time sales representative in Danisman Bilgisayar. Later, she also served as an Administrative Affairs Officer under the same company. In 1994, she was employed by 4K Bilgi Islem as a Sales Representative where, in 1997, she held office in the Oem Department as the Sales Manager. In 2000, she started to serve as the IT Sales Manager in Genpa. Subsequently, she started to work under the project sales department of Datapro A.S. in 2002. In 2003, she was assigned by Datapro as the Sales and Customer Services Manager responsible for the relations with IBM, Fujitsu Siemens, Kodak, Oki, Epso and HP companies. She holds office under Kafein Yazilim Hizmetleri Ticaret A.S. since 2008 and currently serves as the Vice Chairwoman of Board and Deputy General Manager of Corporate Managementof the Company.
Hatice Sevim Oral was born on 22.12.1964, in Malatya. She graduated from Malatya Trade Vocational School in 1981, School of Economics and Administrative Sciences of Inonu University in 1982 and Business Administration Department (Open Education Faculty) of Anadolu University in 2019. She served as a Chief Accountant under Onur air - TK Air between 1992 and 1994; Financial Affairs Manager under Akdeniz Airlines between 1995 and 1996; Internal Auditor under Cenajans Grey Reklamcilik A.S. between 1997 and 1999; Specialist Accountant under the Banks Association of Turkey between 1999 and 2002; and Assistant Accounting Manager under Datapro A.S. Between 2005 and 2008. Since 2008, she has held office as the Accounting Manager of Kafein Yazilim Hizmetleri Ticaret A.S.
Kenan Subekci was born in 1979. Subekci graduated from the Department of Electronics of Abant Izzet Baysal University and the Department of Labour Economics and Industrial Relations of Anadolu University. He took office in Datapro A.S. as a Broad Service Officer, in Probil A.S. as a Team Leader and Project Officer, in Kafein Yazılım Hizm. Tic. A.Ş. as IT, Administrative Affairs and Purchasing
Manager. Kenan Subekci has been holding office as the Board Member of Kafein Yazilim Hizmetleri Ticaret A.S since 02.01.2012. He also is also the Mayor of Düzce Gümüşova Municipality since 01.04.2024.
He was born in 1964 in Ankara. He graduated from Galatasaray High School in 1984 and from Marmara University, Business Administration Department in 1989. After graduating from university, he worked in the tourism sector and Cankurtaran Holding for a while. In 1992, He started to work as a Financial Analyst in the Digital Equipment Turkey A.S. and participated in the International Education Program, equivalent to an MBA, at the Digital Management Institute between 1995-1998 during his tenure. After working at the head office in England for one year, he worked as the Turkey Country Finance and Administrative Affairs Manager of the same company. He continued his career as CFO at Vestel Companies Group Information Technologies department, Universal Music Group Turkey and T-Systems Turkey, respectively. After working as Business Operation Lead in Microsoft Turkey C&O unit, he has been working as CFO at Escar Filo Kiralama Hizmetleri A.S. He is fluent in English and French.
Murat Kaan Guneri earned his BSc in Psychology, Bogazici University, Istanbul. He started his early career in Iktisat Bank and continued at Digital Equipment Corporation (DEC) where he carried the responsibility for the Human Resources and Organization Country Manager position as well as that for the Quality Management function. Since 1996, he has been the founding partner of three different consultancy companies in the field of human resources in Turkey and has worked actively. He is currently the country managing partner of AltoPartners C.V. consultancy firm, the Chairman of the Board of MKG ve Ortakları İnsan Kaynakları Danışmanlığı Hizmetleri A.Ş., and Member of the Audit Committee at İstanbul Golf İhtisas Spor Kulübü İktisadi İşletmesi.
I hereby declare that I am a candidate to serve as an "independent member" at the board of Kafein Yazılım Hizmetleri Ticaret Anonim Şirketi (the Company) within the scope of the articles of association and the Corporate Governance Principles annexed to the Capital Market Board. Within this scope, I declare that ;
a) I, myself, my spouse, and my blood and relative by marriage up to the second degree have not been in the company's management control or partnerships in which it has significant influence, and the company's management control in a managerial position where important duties and responsibilities will be raised between the partners in the last five years; there is no employment
relationship, 5% or more of the capital or voting rights are not directly or indirectly owned, no significant commercial relationship has been established,
b) I have not worked or become a member of the Managing Board in companies that manage the division and that perform the audit of the company (including tax audit, legal audit, business audit), its rating and consultancy and the companies that, have been able to complete the company's activities and organization within the framework of the agreements made or to a certain extend in the last five years,
c) I have no partnership (5% or more), no direct or indirect caller or a member of the Managing Board in any of the companies that provide significant services and funds to the company in the last five years,
d) I do not have a share in the capital of the company, and I have the professional education, knowledge, and experience to properly fulfil the duties I will be assigned due to being a member of the independent managing board,
e) I am not employed full-time in public institutions and organizations as of now,
f) I am deemed to have settled in Turkey according to the Income Tax Law,
g) I will make positive contributions to the activities of the company, I will protect my impartiality in the conflicts of interest between the company shareholders, and I will decide freely by taking into account the rights of the stakeholders,
h) I will spare time for company affairs to the extent that I can follow the operation of the company's activities and fully fulfil the requirements of the duties I have undertaken,
I hereby declare that I am a candidate to serve as an "independent member" at the board of Kafein Yazılım Hizmetleri Ticaret Anonim Şirketi (the Company) within the scope of the articles of association and the Corporate Governance Principles annexed to the Capital Market Board. Within this scope, I declare that;
a) I, myself, my spouse, and my blood and relative by marriage up to the second degree have not been in the company's management control or partnerships in which it has significant influence, and the company's management control in a managerial position where important duties and responsibilities will be raised between the partners in the last five years; there is no employment relationship, 5% or more of the capital or voting rights are not directly or indirectly owned, no significant commercial relationship has been established,
b) I have not worked or become a member of the Managing Board in companies that manage the division and that perform the audit of the company (including tax audit, legal audit, business audit), its rating and consultancy and the companies that, have been able to complete the company's
activities and organization within the framework of the agreements made or to a certain extend in the last five years,
c) I have no partnership (5% or more), no direct or indirect caller or a member of the Managing Board in any of the companies that provide significant services and funds to the company in the last five years,
d) I do not have a share in the capital of the company, and I have the professional education, knowledge, and experience to properly fulfil the duties I will be assigned due to being a member of the independent managing board,
e) I am not employed full-time in public institutions and organizations as of now,
f) I am deemed to have settled in Turkey according to the Income Tax Law,
g) I will make positive contributions to the activities of the company, I will protect my impartiality in the conflicts of interest between the company shareholders, and I will decide freely by taking into account the rights of the stakeholders,
h) I will spare time for company affairs to the extent that I can follow the operation of the company's activities and fully fulfil the requirements of the duties I have undertaken,
In accordance with the Corporate Governance Communiqué II-17.1 published by the Capital Markets Board; With the decision of our Board of Directors dated 21.01.2019 and numbered 2019/01, "Audit Committee", "Corporate Governance Committee" and "Early Detection of Risk Committee" are created; It is also authorized the Corporate Governance Committee to fulfil the duties of the Nomination Committee and Remuneration Committee.
In the Board of Directors' meeting held on 11.12.2020 with the decision number of 2020/28, it has been decided to appoint the Corporate Governance Committee to constitute the necessary policies within the scope of "Environmental, Social, Corporate Governance (ESG)" toward Sustainability Principles Compliance Framework and to carry out and follow-up related practices.
Aligned with the Board of Directors' decision dated 21.09.2022 and numbered 2022/21, the Ethics Committee was formed under the framework of our Company's "Ethical Principles and Behaviour Policy." The committee includes an independent member from the Corporate Governance Committee, a member overseeing Human Resources, and a representative from the Investor Relations department.
The committees that continue operations under the Board of Directors of Kafein Technology are as follows.
The Audit Committee was established upon the decision of the Board of Directors dated 21.01.2019. As per the decision of the Board of Directors dated 23.08.2022 Murat Ethem Sumer was appointed as the Audit Committee Chairman as per the decision of the Board of Directors dated 01.03.2024 Murat Kaan Güneri was appointed as the Audit Committee Member.
| Name | Title | State of Independence |
|---|---|---|
| Murat Ethem Sümer | Head of Audit Committee |
Independent member |
| Murat Kaan Güneri | Member of Audit Committee | Independent member |
The Audit Committee oversees the company's accounting system, disclosure of financial information to the public, independent audit, and the functioning and efficiency of the company's internal control and internal audit system. The selection of the independent audit firm, the preparation of independent audit contracts and the initiation of the independent audit process, and the work of the independent audit firm at every stage are carried out under the supervision of the audit committee. The Audit committee convenes at least once every three months, at least four times a year. The results of the meeting are recorded, and the decisions taken are presented to the board of directors.
During the period, 5 Audit Committee meeting were held. Members of committee participated in the meetings at a rate of 100%.
The Corporate Governance Committee was established upon the decision of the Board of Directors dated 21.01.2019. As per the decision of the Board of Directors dated 23.08.2022 Murat Ethem Sumer was appointed as the Corporate Governance Committee Member as per the decision of the Board of Directors dated 01.03.2024 Murat Kaan Güneri was appointed as the Chairman of the Corporate Governance Committee.
| Name | Title | State of Independence |
|---|---|---|
| Murat Kaan Güneri | Head of Corporate Governance Committee |
Independent member |
| Murat Ethem Sümer | Member of Corporate Governance Committee |
Independent member |
| Zehra Arslantaşlı |
Investor Relations Manager |
Natural Member |
The corporate governance committee determines whether the corporate governance principles are applied in the company, if not, detects the reasons and conflicts of interest that arise due to not fully complying with these principles, and advises the board of directors to improve corporate governance practices and oversees the activities of the investor relations department. Corporate Governance Committee meetings are held at least once a year.
During the period, 4 Corporate Governance Committee meeting were held. Members of committee participated in the meetings at a rate of 100%.
The Early Risk Identification Committee of Kafein Yazilim was established upon the decision of the Board of Directors dated 21.01.2019. As per the decision of the Board of Directors dated 23.08.2022, Murat Ethem Sumer were appointed as the Early Detection of Risk Committee Chairman and as per the decision of the Board of Directors dated 01.03.2024 Murat Kaan Güneri was appointed as Early Risk Identification Committee Member.
| Name | Title | State of Independence |
|---|---|---|
| Murat Ethem Sümer | Head of Early Detection of Risk Committee |
Independent member |
| Murat Kaan Güneri | Member of Early Detection of Risk Committee |
Independent member |
The purpose of the Committee is to identify, define, prioritize, monitor, and review strategic, financial, and operational risks and opportunities that may affect the activities of the Company; to make suggestions and recommendations to the Board of Directors about these risks and
opportunities that may affect the company's risk profile and decision-making mechanisms. The Early Risk Detection Committee convenes once every two months and presents the meeting results to the board of directors.
During the period, 6 Early Detection of Risk Committee meeting were held. Members of committee participated in the meetings at a rate of 100%.
Kafein is a well-established organization that considers commitment to ethical values as a prerequisite in all its activities and regards the Code of Ethics as one of the cornerstones of its corporate culture. The principle of honesty is essential in all external and internal relations and processes. Our reputation as an ethical company is one of our most valuable assets and is crucial to our continued success. Kafein's policy is to comply with all applicable laws and regulations of the countries in which we operate and to conduct our business activities in an honest, ethical, and responsible manner.
Honesty, sense of responsibility and respect for rights are essentials in the company's relations with employees, suppliers, customers, shareholders, other stakeholders, and the public. As a corporate citizen, our company is aware of its role in social and economic life and considers the aim of developing society and economy while continuing its activities. The policy consists of four main elements:
With the Board of Directors Decision dated 21.09.2022 and numbered 2022/21, within the scope of our Company's "Ethical Principles and Behaviour Policy", the Ethics Committee was established to appoint an independent member from the Corporate Governance Committee, a member responsible for Human Resources and a member from the Investor Relations department, and It has been decided to determine the e-mail address [email protected] for the communication of the Ethics Committee.
| Name | Title | Represented Body |
|---|---|---|
| Murat Ethem Sümer | Ethics Committee Member | Corporate Governance Committee |
| Neval Önen | Ethics Committee Member | HR and Administrative Affairs |
| Zehra Arslantaşlı | Ethics Committee Member | Investor Relations Unit |
There was no complaint, feedback or notice reported to the Ethics Committee during the period.
The fields of activity, working principles and members of the committees are determined by the board of directors and disclosed to the public. All members of the Audit Committee and the chairmen of other committees are elected from among independent board members. Chief executive officer / general manager cannot take part in committees. The composition of these committees, their fields of duty, working principles and the members to be composed are determined by the board of directors and disclosed to the public in accordance with the Capital Market Corporate Governance Principles and the principles set out in the relevant legislation.
The purpose of the Committee is to identify, define, prioritize, monitor and review strategic, financial, operational and risks and opportunities that may affect the activities of the company by calculating their effects and probabilities; To make suggestions and recommendations to the Board of Directors on the management of these risks and opportunities that may be exposed to, in parallel with the risk profile of the company, and their reporting and consideration in decision-making mechanisms. The Early Detection of Risk Committee convenes once every two months and presents the meeting results to the board of directors. Early Detection of Risk Committee;
The corporate governance committee determines whether the corporate governance principles are applied in the company, if not, the reasons and conflicts of interest that arise due to not fully complying with these principles and advises the board of directors to improve corporate governance practices and oversees the activities of the investor relations department. Corporate Governance Committee meetings are held at least once a year. Corporate Governance Committee,
⋅ Ensures that the Corporate Governance Principles are developed, adopted, and applied within the company,
Audit Committee; Oversees the company's accounting system, disclosure of financial information to the public, independent audit, and the operation and efficiency of the company's internal control and internal audit system. The selection of the independent audit firm, the preparation of independent audit contracts and the initiation of the independent audit process, and the work of the independent audit firm at every stage are carried out under the supervision of the audit committee. Audit committee convenes at least every three months, at least four times a year, and the results of the meeting are recorded in the minutes and the decisions taken are presented to the board of directors. Audit Committee,
The Nomination committee shall;
In case that a separate nomination committee cannot be established due to the structure of the board of directors, corporate governance committee shall fulfill the duties of that committees.
The Remuneration committee shall;
In case that a separate remuneration committee cannot be established due to the structure of the board of directors, corporate governance committee shall fulfill the duties of that committees.
Committees shall keep a record of all their work in writing. Committees shall convene in frequency as deemed necessary for the efficiency of their work and as stated in their working principles. Committees shall submit the information on their work and the reports comprising the meeting results to the board of directors.
All kinds of resources and support in order for the committees to fulfill their duties shall be provided by the board of directors. Committees may invite persons to the meetings who are deemed to be necessary to obtain their views. Committees may benefit from the opinions of the independent specialists on matters that they find necessary with regard to their activities. The fee of the consultancy services required by the committees shall be paid by the corporation. However, in this case, information as to the person/institution that the service is purchased and as to whether this person/institution has any relation with the corporation shall be stated in the annual report.
Suggestions for changes in these working principles are submitted to the Board of Directors by the Committee. The proposals prepared are put on the agenda at the first meeting of the Board of Directors.
These working principles and related changes and updates come into force with the decision of the Board of Directors.
The senior management of the Company consists of the Chairman of the Board, Board members and other managers acting as directors general. Benefits provided to senior managers include wages and bonuses.
| Senior Management |
Title |
|---|---|
| Ali Cem Kalyoncu |
Chairman of the Board; General Manager |
| Neval Onen | Vice Chairwoman of the Board, HR and Administrative Affairs Director |
| Kenan Subekci | Member of the Board |
| Hatice Sevim Oral | Member of the Board, Accounting Manager |
| Murat Ethem Sümer | Independent Board Member |
| Murat Kaan Güneri | Independent Board Member |
| Ozlem Tibet | Sales Director |
| Tugrul Gokcen |
Sales Director |
| Baki Akturk | Sales Director |
For the period ending on 31.12.2024, the total amount of the attendance fee and similar other benefits granted to the board chairman, board members and senior management is TRY 17,286,743. (31.12.2023: TRY 28,002,281) On 31.12.2024, the company's average number of employees working during the year is 738. (December 31, 2023: 706)
There are no buy-backed shares acquired during the period.
The internal control system and internal audit activities of the Company is regularly checked and carried out by Finans Denetim Yeminli Mali Musavirlik A.S. The Audit and Certification Agreement was signed on 02.01.2024 between the company and Finans Denetim Yeminli Mali Musavirlik A.S. to remain in force between 01.01.2024 and 01.01.2025. The purpose of the contract is to carry out the audit and certification of annual income and corporate tax returns and the financial statements and notifications attached to them, as well as other works, in accordance with Law No. 3568 and other relevant laws and legislation.
In the Extraordinary General Assembly Meeting held on 01.04.2024, "PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi" is assigned as the Independent Auditor to perform the audit and other relevant procedures in the financial year of 2024 in accordance with Turkish Code of Commerce, Capital Markets Regulation, and other relevant regulations.
Based on the Board of Directors Decision dated 22.01.2024 and numbered 02, a total donation of TRY 90,800 TL was made where TRY 15,800 is for the Turkish Education Foundation (TEV) and TRY 75,000 for the Turkish Foundation for Combating Erosion, Afforestation and Protection of Natural Assets (TEMA) to obtain a certificate for 1000 saplings within the scope of the Company's Donation and Aid Policy.
After the period, with the decision of the Board of Directors dated 02.01.2025 and numbered 01, a donation of 15,000 TL was made to the Turkish Education Foundation (TEV) within the scope of the Company's Donation and Aid Policy.
After the period, with the decision of the Board of Directors dated 19.02.2025 and numbered 04, a donation of 105,000 TL was made to the Turkish Foundation for Combating Erosion, Reforestation and Protection of Natural Habitats (TEMA) within the scope of the Company's Donation and Aid Policy.
The Company is not a part of an association of companies.
The company does not have a cross-shareholding relationship in which the direct participation rate in the capital exceeds 5%. Other affiliates information is as follows:
The main activity of Karmasis Bilişim Çözümleri Ticaret A.Ş., which was established in 2003, is to produce information processing software, to sell the usage rights as the owner of these software, to carry out training activities on information processing and software, and to provide consultancy services on these issues if necessary. On 12 November 2020, Kafein Technology purchased %51 of Karmasis for a price of 45.390.000 TRY and include it into the scope of consolidation with a full consolidation method starting by the financial statements of the period ending as of 31 October 2020. The subsidiary is consolidated according to the full consolidation method.
By the decision of the Company's Board of Directors dated 26.07.2024 and numbered 21, it has been decided to purchase 28,500 registered shares (1,000 TL per share value) of the company's %51 subsidiary Karmasis Bilişim Çözümleri Ticaret Anonim Şirketi which corresponds to 19% of its total 150,000,000 TL capital, for a total price of 144,400,000 TL and to be paid 31.07.2024. Thus, the total capital ratio reached 70%.
Within the framework of the company's medium and long-term investment plans and as a result of the Board of Directors meeting dated 10.06.2024 and numbered 17, it has been decided to become a founding partner by participating in "APIFORT Yazılım ve Güvenlik Çözümleri Anonim Şirketi" by having 204,000 shares with TRY 1 (One Turkish Lira) value per share corresponding a capital of TRY 204,000.00 (%51) among the total of TRY 400,000.00. The subsidiary is located at "Çifte Havuzlar Mah. Eski Londra Asfaltı Cad. Kuluçka Merkezi. A1 Blok No 151/1C İç Kapı No B34" as a taxpayer of Esenler Tax Office with tax identification number 0711015082 and operates in the field of cyber security. The aforementioned incorporation is registered by the Istanbul Trade Registry Office on 03.07.2024 and published in the Trade Registry Gazette numbered 11114.
There are no amendments to the Articles of Association within the period.
Administrative or judicial sanction imposed on the Company or the Board members due to illegal procedures are given in this section. On 01.05.2022, It has been reported to the company that, with the Competition Board's decision numbered E-77234294-100-43200 and dated 29.04.2022, it was decided to open an investigation to determine whether the 4th article of the Law on the Protection of Competition No. 4054 was violated by making gentleman's agreements in the labor market. On 23.01.2024, regarding the investigation of the Competition Authority numbered 2022-5-006, the company is informed that the content of the investigation is terminated and based on the final decision the company is received an administrative fine for total of TRY 1,577,475.28. In accordance with the relevant law, the payment is made within 1 month to benefit from a 25% discount (1,183,106.46-TL in total)
While there are no significant lawsuits brought against the company that may affect the financial status and activities of the company, some of the legislative changes and developments that took place during the year are as follows.
Within the framework of the "Presidential Decree No. 9368" published in the Official Gazette dated 28.12.2024 (Decision on the Time That Personnel Working in Technology Development Zones and R&D or Design Centers Can Spend Outside the Said Regions and Centers to be Subject to Income Tax Withholding Incentive), the period of the remote working time rates of the personnel working in Technoparks and R&D or Design Centers has been extended to 31.12.2025.
There are no legislative changes that may have a significant impact on the company's activities.
j) Information About the Conflict of Interest Between the Company and the Institutions from which it receives Services such as Investment Consultancy and Rating Firms
Kafein Technology takes care to prevent potential conflicts of interest that may arise between it and the institutions it receives services from, such as investment consultancy and rating firms. For the current period, there is no conflict of interest between the company and the institutions from which it receives services such as investment consultancy and rating.
During the activity period, there were no "Significant Transactions" within the scope of Article 23 of the CMB.
Lists of projects completed or under development within the period of 01.01.2024 - 31.12.2024 in Yıldız Technical University Technology Development Zone, where Kafein provides services within the scope of R&D, are listed below in chronological order. The company is subject to the Technology Development Zones Law No. 4691 and the Law No. 5746 on the Support of Research and Development Activities, which provides support, discounts and incentives.
| # | Project Name | Start Date |
End Date |
Project Summary/ Purpose |
|---|---|---|---|---|
| 1 | Interface Project Phase II |
10.06.20 | 13.11.24 | The project intends to improve monthly sales figures by renewing customers' cart and purchase screens on the website. Besides, the project ensures that customers are directed to desired subjects by using a webchat supported with artificial intelligence. This allows less labor and time for the call center. |
| 2 | Telco Premium System Development Project Phase III |
01.07.20 | 20.12.24 | With the project, a platform will be created where the customer can automate the premium processes and transparently present the outputsto the dealers. With the source system analysis, areas that may be subject to premium will be determined, related data will be taken considering the large data volume, a structure will be designed in which the calculation engine can work with performance, reporting layers will be created that dealers can access within their authority, and dealers will be able to see their current status. |
| 3 | Telco Script Project Phase II |
01.01.19 | 24.12.24 | In the project, it is aimed to attract more users by adding new modules to the application in order to create a social media platform together with the Telco customer. It is planned to include filtering and story modules on the pictures. |
| 4 | Robotic Process Design (RPA) |
01.06.19 | 01.01.25 | The project refers to the design and coding of all the proceduresin Windows operated systems using RPA (Robotic Process Automation) technology. This project plans to minimize human errors in various procedures, finalize processes within a shorter time with robots and ensure continuous process |
| standards. | ||||
|---|---|---|---|---|
| 5 | APIFORT Security | 01.01.24 | 01.01.25 | This project was developed to ensure API security and includes user management, API Inventory, API Discovery, API Monitoring, Settings, Browser (API OWASP Risks), Reporting, API DevOps Integrations, Product Documentation, Product Installer, Platform API Support, Other Product Integrations. (Slack, SIEM, Sonar) and Custom Browser Rule Adding features. |
| 6 | Document Scanning and Analysis Platform (DSAP) Project |
19.02.23 | 19.02.25 | With the DSAP project, it is aimed to perform the optical character analysis of the documents for the company's Netherlands-based customer, such as order form and invoice, and then integrate the information obtained with the ERP system (SAP). |
| 7 | Telco Test Project | 18.04.23 | 18.04.25 | With this project, automation processes are written. It is aimed to write end-to-end test scenarios during the process, to automate these scenarios with Selenium and Appium Tool, and to turn the automated scenarios into a platform that works with our Automation Tool, which is written in Java and developed to be integrated into the Devops process. Subsequently, this platform is made operational in four different modules: Web, Mobile, Desktop and Integrated System Applications. |
| 8 | Telco Network Monitor Project Phase II |
29.04.23 | 29.04.25 | By integrating the applications with the network system, it is aimed to enable the users to take action at Level 1 by monitoring all the devices connected to the internet, to automate the system and to create a structure that is monitored 24/7 with the configurative system to be established. |
| 9 | DataFocus Project | 01.05.24 | 01.05.25 | The goal of the project is to help manage data in the corporate field in an organized, accessible and secure way by developing a new and multi dimensional Data Governance product. DataFocus aims to centralize data management and analysis. |
| 10 | Muud Project | 27.05.23 | 27.05.25 | The project includes the creation of a domestic mobile music listening platform. |
| 11 | Bio-Curity: E-health Services with Digital Biomarker Ecosystem |
23.06.23 | 23.06.25 | Bio-Curity is an e-health technology integrated solution that includes artificial intelligence supported software that will help the diagnosis, follow-up, course, and treatment processes of diseases by transferring biomarkers (biological signals originating from the human body) to digital platform. With the project, it is aimed to create a digital biomarker ecosystem and help the treatment/follow-up process by enabling patients to measure real-time data for non-invasive procedures in the home environment. |
|---|---|---|---|---|
| 12 | MSP Test Environments Management Project Phase 2 |
01.07.21 | 01.07.25 | It is aimed to create a new MSP test environment in order to present test applications related to the project and transformation processes of our Telco customer. With the shift left methodology to be made within the scope of the project, increasing efficiency in internal processes in all products and transformations, reducing response times, time saving, general process improvements and implementation of various accelerators and tools (such as artificial intelligence, machine learning, etc.) will be made. |
| 13 | End-to-End Test Automation System Project |
12.01.23 | 12.07.25 | It is aimed to provide end-to-end reliable outputs by providing an automation-based software testing system to the quality and software testing team. In this way, both operational efficiencies will be increased and the error rate for end users will be minimized. |
| 14 | Smart MIS Project (SMIS) Phase II |
25.07.23 | 25.07.25 | It is aimed to create a real location sensitive web application platform with a modern design, which contains all kinds of tools that local governments will need to manage the city. |
| 15 | Intellimap Project Phase 2 |
26.06.23 | 25.07.25 | It is an online mobile communication platform that enables to observe and analyse density maps based on the signalled location of users in the telecom sector, dynamic and flexible querying of usage data through our Big Data platform, communicating with subscribers who allow it via SMS and MMS, and |
| measuring feedback. The platform complies with national data privacy laws. |
||||
|---|---|---|---|---|
| 16 | Genesis ADM Phase III |
21.01.19 | 31.07.25 | The project plans transition from on- premises systems to systems managed on cloud as part of the completion of new development requests and the transition to micro service infrastructure. |
| 17 | New Generation Banking (FinTech) |
29.08.23 | 29.08.25 | The project aims to help both businesses and consumers manage their financial operation processes faster and better by using special software and algorithms. |
| 18 | Telco Gold Agile | 01.09.23 | 01.09.25 | Within the scope of the project, the technical infrastructure of transactions such as Package/Service/Tariff selection, processing/ decommissioning, and price updating, which are among the main telecommunication main processes, will be provided. |
| 19 | Telco Academy | 01.09.23 | 01.09.25 | The project includes the installation, use and development of an online education website's educational contents, exams, forums, blogs, and user structures. It includes editing pages with special designs with HTML, JS, and CSS, providing reports and statistics, database editing processes, and examining and resolving possible error findings. |
| 20 | Telco E-Commerce | 17.09.23 | 17.09.25 | In the project, the infrastructure of an e-commerce application will be improved, thus facilitating a faster and clearer response to customer requests. |
| 21 | Service Management Project |
26.03.24 | 26.09.25 | The project develops a service management application for the management, quality measurement and sustainability of IT and non-IT services offered by companies to their employees and customers. |
| 22 | DataTouch DAM Phase II |
18.04.23 | 18.10.24 | DataTouch is a Data Security and Governance Product and a new generation data lineage software that helps determine the purposes of use, frequency of use and users of the detected data. |
|---|---|---|---|---|
| 23 | GDPR and Data Leak Project |
15.10.23 | 15.10.25 | Within the scope of the project, personal data discovery will be made for GDPR compliance in structured and unstructured environments. Afterwards, personal data beyond the retention period will be archived and deleted, and efforts will be made to bring it into compliance with the GDPR law. In addition, personal data security will be ensured by making improvements to prevent data leakage that may occur in the personal data held within and out of the institution. |
| 24 | AllinCyber Project Phase II |
15.11.22 | 18.11.25 | With the All in Cyber project, it is aimed to reach the security level of each customer's IT systems to the ideal security level that is fully compatible with the MitreATT&CK framework, which was established with the goal of a non-profit safe world and defines security risks. |
| 25 | New generation smart CRM Project Phase III |
12.07.21 | 01.01.26 | It is aimed to develop a simple and easy- to-use CRM platform that will enable institutions to manage their businesses quickly and securely from a single place. The SMART CRM Platform includes features such as revenue estimation, invoicing and reporting on the portal, and customer tracking. |
| 26 | Use of AI (Artificial Intelligence) in RPA (Robotic Process Automation) Processes Project |
17.01.25 | 17.01.26 | This project aims to design the required processes and applications to facilitate the training of General Artificial Intelligence models on the RPA platform. Training AI models on a particular topic typically involves significant human effort and expert validation. By systematizing this effort and validation, the goal is to transfer the workload tied to RPA processes over to robots. This approach allows automation to handle tasks such as statistical reporting of model inputs, model training, and performance evaluation. |
| 27 | Digital Price Tag Phase I |
25.01.25 | 25.01.26 | Digital Price Tags are electronic labels that can display the product information on product screen (in digital environment) through an application instead of a physical label and whose content can be updated remotely. |
|---|---|---|---|---|
| 28 | Techno Market Project |
16.04.24 | 16.04.26 | In the project, an online e-commerce platform is being developed. |
| 29 | Weight and Balance Project Phase 2 |
07.04.22 | 01.08.26 | A software that can make more precise weight and balance calculations, save fuel, time, and human resources, increase flight safety, and increase data reliability with source system integrations to be used in aircrafts. |
| 30 | Messaging Platform Meet Project Phase 2 |
02.09.22 | 01.09.26 | Meet application is an online video calling platform that can be used for both companies and individuals. |
| 31 | Telco Online Processing Centre, Phase 6 |
02.06.20 | 11.10.26 | The project aims to carry out the authentication, session management, asset management and similar other processes of the web applications of the online processing centers of telecommunication companies from a single center by protecting and integrating Legacy systems with a secure system. |
| 32 | 5G4P Health – Personalized Digital Health Passport Powered by Artificial Intelligence and 5G |
25.10.24 | 25.10.26 | 5G4PHealth is a smart and next-generation digital health passport that provides healthcare services in different specialties, keeps electronic health records, can create big data libraries by combining data collected from patients using medical records and smart devices, and includes a patient monitoring and tracking module integrating various technologies such as communication technologies (e.g. 5G), artificial intelligence (AI) and the Internet of Things (IoT) into the healthcare system. |
| 33 | Reseller Management System Project Phase 3 |
18.05.20 | 28.10.26 | The project intends to respond to the maintenance requests and demands from the clients in the telecommunication industry, prevent human errors by automating manually operated Dealer and User creation processes and improve efficiency. |
| 34 | Telco Siebel Sales |
01.10.18 | 01.11.26 | The project aims to automatize the communication |
| Force Module | between the sales team management system and | |||
|---|---|---|---|---|
| Replacement Phase 4 | team leaders/managers and theirsales personnel and, |
|||
| thus, to create a more efficient and affordable | ||||
| solution. | ||||
| 35 | Telco Digitalization Infrastructure Project Phase IV |
18.07.20 | 01.12.26 | The project aims to ensure consistency among all the data on SMS, Online, IVR, mobile and similar other channels which are created by telecommunication companies in order to render better service, and to create a common infrastructure so as to ensure consistent client experience. |
Summary data regarding Kafein's financial results as of 31.12.2024 are as follows.
| Summary of Balance Sheet (TRY) |
31.12.2024 | 31.12.2023 |
|---|---|---|
| Total Assets | 1,466,564,255 | 1,347,872,909 |
| Current Assets |
917,205,164 | 891,317,582 |
| -Cash and Cash Equivalents | 223,763,224 | 235,674,074 |
| -Financial Investment | 86,034,979 | 188,644,458 |
| -Trade Receivables |
420,151,770 | 424,527,142 |
| Non - Current Assets | 549,359,091 | 456,555,327 |
| -Financial Investment | 19,143,191 | 4,576,338 |
| -Tangible Fixed Assets | 75,779,395 | 39,119,867 |
| -Intangible Fixed Assets (Except Goodwill) | 385,656,066 | 365,381,681 |
| Total Liabilities | 462,253,740 | 399,501,449 |
| -Short-Term Liabilities |
437,368,562 | 363,334,011 |
| -Long-Term Liabilities |
24,885,178 | 36,167,438 |
| Total Equities |
1,004,310,515 | 948,371,460 |
| -Equity Attributable to Parent Company |
990,005,643 | 849,382,496 |
| -Equity Attributable to Non-Controlling Shares |
14,304,872 | 98,988,964 |
| Total Liabilities | 1,466,564,255 | 1,347,872,909 |
| Summary of Income Statement (TRY) |
31.12.2024 | 31.12.2023 |
|---|---|---|
| Sales Revenue |
1,918,951,485 | 1,598,558,978 |
| COGS | (1,449,645,685) | (1,140,694,971) |
| Gross Profit |
469,305,800 | 457,864,007 |
| Operational Expenses | (289,711,238) | (248,288,171) |
| -General Administrative Expenses |
(165,563,704) | (123,091,476) |
| -Marketing Expenses | (59,811,344) | (54,587,345) |
| -Research and Development Expenses | (67,546,135) | (62,386,884) |
| -Other Operating Income | 52,903,853 | 79,297,869 |
| -Other Operating Expense | (49,693,908) | (87,520,335) |
| Main Operation Profit |
179,594,562 | 209,575,836 |
| Income/Expense from Investment Activities |
164,188,124 | 52,842,555 |
| Operating Profit (Loss) before Financial Income/Expense |
343,782,686 | 262,418,391 |
| Financial Income/(Expense) |
93,470,726 | 43,149,354 |
| Net Monetary Position Gains (Losses) | (178,918,321) | (146,349,504) |
| Net Profit for the Period (Parent Company) |
210,814,060 | 126,140,247 |
At the meeting of the Board of Directors dated 08.05.2024 and numbered 13, it has been decided to submit the offer of distributing TRY 4,000,000 gross dividend to General Assembly's approval, from the net distributable profit of TRY 100,443,616.00 and 138,482,541.07 TL which are prepared in accordance with the capital market legislation and the legal records respectively, as of 31.12.2023. The Ordinary General Assembly Meeting of the Company is held at 13:00 o'clock on 25.06.2024, and in the head office located at Cifte Havuzlar Mah. Eski Londra Asfalti Cad. Kulucka Mrk. A2 Blok No:151/1B Iç Kapi No: B01 Esenler Istanbul. At the meeting of our Company's General Assembly dated 25.06.2024, The proposal of the board of directors regarding profit distribution was accepted, and it was decided to distribute a cash dividend of 4.000.000- TL (gross) and start the cash dividend distribution on 01.07.2024
After the deduction of the amounts which must be paid and reserved by the Company (such as the general expenses and sundry depreciation items), the amounts to be paid against compulsory taxes and, if any, the losses of a previous year, the remaining net profit of the revenues established at the end of a financial period is distributed as follows:
General Legal Reserves:
a) 5% is allocated as legal reserves.
b) As per Turkish Code of Commerce and the Capital Markets Regulation and in accordance with the profit distribution policy of the Company, the first dividend is allocated on the amount to be calculated with the addition of the donation amount, if any, to the remaining balance. c) After the foregoing deductions, the General Assembly may agree to distribute the dividend to board members, partnership staff and other persons excluding shareholders.
d) After the deduction of the amounts specified under paragraphs (a), (b) and (c) herein, the General Assembly may decide to distribute, in part or as a whole, the remaining balance as the second dividend or, as per article 521 of Turkish Code of Commerce, to allocate as legal reserve.
e) After deducting 5% of the capital as dividend from the amount to be distributed to the shareholders and other participants of the profit, ten percent of the remaining balance is added to general legal reserves as per paragraph 2, article 519 of Turkish Code of Commerce.
In accordance with the legislations, regulations and decisions issued under the Profit Distribution Policy, Turkish Code of Commerce, the Capital Markets Law and the Capital Markets Board and with the relevant provisions of Tax Procedure Law, Kafein Yazilim Hizmetleri Ticaret A.S. (Kafein) determines Corporate Governance applications in conformance with the strategies and financial plans of Kafein and in consideration of the Turkish economy and the sectorial conditions by paying regard to the sensitive balance between the expectations of the shareholders and the needs of Kafein.
The principles of profit distribution by Kafein are explained under article 17 of the Articles of Association titled "Dividend Distribution and Determination".
As a principle, Kafein determines the amount of the dividends to be distributed in accordance with the decisions of the General Assembly which are taken in compliance with the provisions of Turkish Code of Commerce and the relevant provisions of the Capital Markets Law and the Articles of Association and ensures that these are equal to or higher than the amounts prescribed by the Capital Markets Board.
Kafein conforms to the regulations by the Capital Markets Board according to the term of profit distribution. Dividend distribution begins on the date to be determined by the General Assembly, at the latest, until the end of the year in which the General Assembly meeting is held.
The regulations of the Capital Markets Board are complied with regarding the time of profit distribution. Dividend distribution begins on the date to be determined by the General Assembly, at the latest, until the end of the year in which the General Assembly meeting is held.
No privilege applies for the profit distribution by Kafein, and profit is distributed equally for all the shares.
Dividends can be distributed to the shareholders either as cash or as bonus share by adding the profit to the capital, or as cash and bonus shares at certain rates.
In case the Board of Directors proposes to the General Assembly that profit should not be distributed, the General Assembly informs the shareholders during meeting about the grounds of non-distribution and the mode of use of retained profit. Similarly, such information is also shared with the public by publishing it on activity reports and the website.
The Company's Articles of Association includes the issue of dividend advance distribution, and the Board of Directors can distribute one or more advance dividends within a financial year in compliance with Turkish Code of Commerce and the Capital Markets Regulation. The Board of Directors distribute dividend advance in times prescribed by Turkish Code of Commerce, the Capital Markets Law and the relevant regulations.
As long as the legal reserves and the dividends are not allocated as specified in Turkish Code of Commerce, the articles of association or the profit distribution policy, no further legal reserve can be assigned or carried out to a next year and no dividend can be given to board members, partnership personnel and other persons excluding shareholders. Furthermore, the foregoing persons cannot receive share from profit as long as the dividend allocated for the shareholders are paid in cash.
In terms of profit distribution, it is essential to follow a balanced policy between the interests of the shareholders and the interests of the partnership.
The Company's risk management procedure is carried out by the Early Risk Identification Committee established under the Board of Directors. The Committee includes two independent members from the Board of Directors, and the operational principle of the committee is available on the website of the Company. The Early Detection of Risk Committee convenes at least six times a year.
The main risks our company is exposed to are risks arising from the sector, risks arising from activities and other risks (credit, liquidity, exchange rate and interest rate) are followed under three main headings and the Board of Directors is periodically informed about these risks.
The Company's risk management program generally focuses on minimizing the potential negative effects of uncertainty in financial markets on the Company's financial performance.
The Company's Board of Directors pays attention to receiving the opinion and advice of relevant departments while identifying strategic targets. The advice for strategic targets is reported to the Board of Directors, and the targets are implemented within the shortest time possible. In this sense, the rate of success is evaluated during financial statement terms and at the end of relevant years by reviewing operations. Once in every year, the Board of Directors holds a meeting to evaluate the rate of success, operations, and former performance of the Company.
The risks with possible effects to the Company and the financial investments are as follows:
There are certain legal regulations and restrictions which Kafein should comply with. Kafein is a company engaged in the software industry. The Turkish government grants certain privileges to the industry. However, these privileges may be removed in time, and the privileges granted to Kafein may decrease or completely disappear.
The activities of Kafein may be subject to the effects of economic inconsistency. There may be political and/or economic inconsistencies in Turkey and the world. Kafein and the industry may be affected negatively and have retarded activities.
Kafein ensures sales revenue mainly from only a single industry. Although Kafein carries out sales transactions of electronic communication companies for more than 20 years, the Company is still subject to the risk of sectoral condensation. Certain issues which may arise in the electronic communication industry may affect Kafein negatively.
The bidding stage of tenders and the commencement periods of undertaken projects may exceed prescribed times. In general, Kafein makes sales revenue by winning tenders and making project offers to clients. In case of extended bidding stage or longer project periods due to uncontrollable reasons may create a negative impact on the expected profitability of Kafein.
There may be delays in tender and project preparation and implementation processes: Material errors during the preparation or price and specification evaluation processes of the tenders wherein Kafein ensures participation may lead to a failure in timely performance and/or decrease in profitability from a project.
There may also be risks due to the location of the head office: The head and the R&D offices of Kafein are situated in the Technopark of Yildiz Technical University which takes place in Esenler, Istanbul. The activities of Kafein may be affected in case authorized bodies decide to move the Technopark or amend the relevant regulation.
The operations of the software and business support systems developed by Kafein may fail. The Company's personnel may need to put effort for long periods so as to remove these failures.
Apart from the foregoing, the Company may be subject to various financial risks due to the activities. These are credit risk, liquidity risk, exchange risk and interest rate risk.
Credit Risk: Credit risk becomes a question when the other party cannot perform its contractual liabilities. For the current period, the Company's other short-term receivables from non-affiliated parties are TRY 0 while short-term trade receivables from non-affiliated parties are TRY 420,151,770 according to its balance sheet.
Liquidity Risk: Liquidity risk refers to the risk of failure to perform funding liabilities and arises from various reasons that lead to a decrease in fund sources such as undesired market conditions and/or decrease in credit score. For the current period, the Company's short- and long-term liabilities are TRY 437,368,562 and TRY 24,885,178 respectively, which corresponds to TRY 462,253,740 in total.
Interest Rate Risk: Interest rate risk may occur when the changes in the interest rates of the market cause fluctuation in the price of financial instruments. Sensitivity to interest rate risk is associated with the inconsistency of the maturities of assets and liabilities to a great extent. The Company manages this risk with a natural measure which is ensured by balancing sensitive assets and liabilities. For the current period, the Company has TRY 223,763,224 cash and cash equivalents which are subject to interest risk.
Exchange Risk: Exchange risk is the effect of the changes in exchange rates. For current period, Company is not under serious exchange risk since it has foreign asset position equals to TRY 144,009,204.
• On 16.01.2024, a Commercial Partner Agreement is signed between Google Cloud EMEA Limited and the company to become a partner in the fields of Google Cloud Data, Infrastructure and Cyber Security Solutions in the entire SEEMEA (Southern Europe and Emerging Markets) region, especially the Middle East. The agreement entered into force on the date of signature and will remain in force unless terminated by the parties.
• On 25.01.2024, the company attended the "Wallarm - Integrated API and Application Security" event, organized by Desoft, the digital enterprise solutions company that is the business partner of the company's cyber security solutions brand All-in Cyber, together with Wallarm, the San Francisco-based Application and API security platform provider.
• On 20.02.2024, "Database Activity Monitoring and Masking" service agreement is signed between the company and Al Moammar Information Systems Co where the final customer is Saudi
Arabia based Najm Insurance for a total amount of USD 369,000.00. The project duration is 2 years.
• On 20.02.2024, the company received a purchase order (PO) from Aktiftech Teknoloji Anonim Şirketi in the field of SMAX (Service Management Automation X) to be valid between 26.04.2024 and 26.04.2025.
• The company participated as a Platinum Sponsor in the OpenText Summit Turkey 2024 event which is organized by the company's partner Opentext Corporation in Istanbul on 21.02.2024, where automation, cloud, security, productive artificial intelligence, information management solutions and many trends for the future of the business world were discussed.
• On 23.02.2024, the company signed an agreement regarding the "Academy Future Writers Project" of Turkcell Teknoloji Araştırma ve Geliştirme A.Ş. for the service period of two years.
• In February 2024, a 1-year Robotic Process Automation (RPA) service contract was signed with Webhelp Çağrı Merkezi ve Müşteri Hizmetleri A.Ş.
• In February 2024, a 1-year Robotic Process Automation (RPA) service contract was signed with a third-party telecommunication company.
• On 18.03.2024, a lease agreement was signed between the company and Yıldız Teknoloji Geliştirme Bölgesi Teknopark Anonim Şirketi for YTU Technopark A2 Block Office, to be valid between 11.02.2024 - 10.02.2025.
• On 29.03.2024, a local support agreement on the General Data Protection Regulation (GDPR) Project was signed with Yapı ve Kredi Bankası A.Ş to remain in effect until 31.12.2024.
• On 01.04.2024, a one-year service contract was signed between the company and AssisTT A.Ş.
• On 01.04.2024, a one-year contract regarding software development, analysis and support services was signed between the Turkish Green Crescent Society and the company, to be valid between 01.01.2024-31.12.2024.
• On 01.04.2024, An additional protocol on RPA (Robotic Process Automation) is signed with a third-party telecommunications company of Cyprus origin for a total value of €17,115 (Euro) to remain in force until 30.04.2027 (for 3 years).
• On 05.04.2024, a purchase order (PO) is received from a third-party private bank regarding the Robotic Process Automation (RPA) license and service. The project period is 3 years.
• On 18.04.2024, the company is attended to Yeditepe University İZ'24 Career Fair and detailed information about the Kafein Academy program, internship and recruitment processes is shared.
• On 22.04.2024, a purchase order (PO) amounting to 1,099,560.00 Euros was received from a third-party telecommunications customer for Robotic process automation (RPA) license sales and service. The project term is 3 years.
• On 07.05.2024, the company is attended to Yildiz Technical University Career Fair and detailed information about the Kafein Academy program, internship and recruitment processes is shared.
• On 09.05.2024, the company participated as a sponsor in the "Ui Path Artificial Intelligence and Automation Summit" in Istanbul organized by the company's business partner Ui Path Inc.
• On 14.05.2024, the company completed the "Partnership Advantage SecOps (Security Operations) Reseller Initiative" process with Google Cloud and gained Google Cloud Tier 1 Partner competence. Thus, with the service partnership formed 16.01.2024, the company additionally formed sales partnership status.
• On 14.05.2024, the company attended the Bilgi University "Bilgi Talent Fest'24" Event and within the scope of the event, information is shared with students and young talents about the company's Kafein Academy program, internship and recruitment processes.
• On 14.05.2025, the company is deemed worthy of an award in the "Commercialized Product Star" category at the "Interstellar Summit Awards" night, organized for the first time this year by Yıldız Technical University Teknopark in the field of innovation, technology and entrepreneurship.
• In the Board of Directors' meeting held on 15.05.2024 and numbered 15, in order to extend the company's business operations, it has been decided to open a branch at the address of "Yeşilköy SB Mah. İSBİ Plaza Sok. ISBI Plaza No 1 İç Kapı No 909 Bakırköy İstanbul"; title the branch as "Kafein Yazılım Hizmetleri Ticaret Anonim Şirketi İstanbul İhtisas Serbest Bölge Şubesi" and allocate TRY 5,000,000 (fivemillionturkishlira) capital to the branch; as branch manager appoint the company's sales and business development director, Mr. Baki Aktürk to represent the company with his individual signature, make the applications to obtain an operating license in the Istanbul Specialized Free Zone. The aforementioned branch opening is registered by the Istanbul Trade Registry Office and published in the Trade Registry Gazette dated 08.07.2024 and numbered 11117.
• On 16.05.2024, the company attended the Istanbul Technical University "İTÜ Internship and Interview days" Event and within the scope of the event, information is shared with students and young talents about the company's Kafein Academy program, internship and recruitment processes.
• On 22.05.2024, the company is attended to Marmara University Career Fair and detailed information about the Kafein Academy program, internship and recruitment processes is shared.
• On 28.05.2024, the company participated in the "Connect, Build & Protect Everywhere" event that we organized in Istanbul with Cloudflare, the manufacturer partner of the company's cyber security solutions brand All-in Cyber.
• On 31.05.2024, a development project of the STM product used in GDPR (General Data Protection Regulation) infrastructure and a security product license of one of the company's business partners Mandiant Inc. is delivered to a third-party telecommunications customer. The aforementioned purchase order (PO) is 152,000 USD.
• The company has renewed the agreement with "Saha Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş." to rate compliance level of the corporate governance principles for one year, effective from 31.05.2024.
• On 03.06.2024, the company was deemed worthy of the "Superior Performance" evaluation within the scope of the 2024 supplier performance survey organized by the company's customer Enerjisa Üretim Santralleri Anonim Şirketi.
• During the period, the upgraded versions of the test data management product TDM, data security and governance product DataTouch and the database activity monitoring and prevention product DataSkope developed by the company and its 51% subsidiary Karmasis Bilişim are released. In addition, the first MVP (Minimum Viable Product) version of the company's data governance product DataFocus is released.
• On 08.06.2024, the company participated in the "Smart Municipalism" event organized by Sampaş Holding A.Ş. in Istanbul.
• Within the framework of the company's medium and long-term investment plans and as a result of the Board of Directors meeting dated 10.06.2024 and numbered 17, it has been decided to become a founding partner by participating in "APIFORT Yazılım ve Güvenlik Çözümleri Anonim Şirketi" by having 204,000 shares with TRY 1 (One Turkish Lira) value per share corresponding a capital of TRY 204,000.00 (%51) among the total of TRY 400,000.00. The subsidiary is located at "Çifte Havuzlar Mah. Eski Londra Asfaltı Cad. Kuluçka Merkezi. A1 Blok No 151/1C İç Kapı No B34"
as a taxpayer of Esenler Tax Office with tax identification number 0711015082 and operates in the field of cyber security. The aforementioned incorporation is registered by the Istanbul Trade Registry Office on 03.07.2024 and published in the Trade Registry Gazette numbered 11114.
• An addendum forservice contract has been signed between Mapfre Sigorta A.Ş. and the company to remain in force between 01.07.2024 and 31.12.2024. Subsequently, on 02.01.2025, the relevant additional protocol was extended to remain in force between 01.01.2025 and 31.12.2025.
• On 01.07.2024 a purchasing agreement was signed with between the company and Ziraat Katılım A.Ş. regarding the database activities monitoring and prevention application.
• On 02.07.2024, The "5G4PHealth: Personalized Digital Health Passport Supported by Artificial Intelligence and 5G" project developed by the company with its domestic and international consortium partners is founded supportable by TUBITAK (Turkish Scientific and Technological Research Council), and the aforementioned project support letter received by the company on 02.07.2024. Project support covers the period of 01.01.2024 - 31.12.2026. 5G4PHealth is a smart and next-generation digital health passport that provides healthcare services in different specialties, keeps electronic health records, can create big data libraries by combining data collected from patients using medical records and smart devices, and includes a patient monitoring and tracking module integrating various technologies such as communication technologies (e.g. 5G), artificial intelligence (AI) and the Internet of Things (IoT) into the healthcare system.
• On 04.07.2024, a 1-year "GDPR (General Data Protection Law) Project Service Agreement" was signed between Katılım Emeklilik A.Ş. and the company.
• On 05.07.2024, the company participated in the "The Intelligence - Driven and AI-Powered SecOps (Security operations)" event on cyber security subject organized by our business partner Google Cloud Security.
• On 10.07.2024, the company received a purchase order (PO) from a third-party telecommunication company for 11,410 Euros regarding a data security license.
• On 11.07.2024, a service contract on Robotic Process Automation (RPA) was signed between the company and a third-party holding for a total value of 206,250 Euros.
• On the 2024 Extraordinary General Assembly of the company's %51 subsidiary Karmasis Bilişim Çözümleri Ticaret A.Ş, it has been approved to amend its articles of association regarding the increase of the existing capital of 5,000,000 TL to 150,000,000 TL with an increase of 145,000,000 TL and cover the total amount from the company's internal resource funds that can be added to the
capital. The aforementioned registration application is made to Ankara Chamber of Commerce (ATO) on 19.07.2024.
• On 26.07.2024, The company's "2023 Communication on Progress (COP)" is submitted to the world's largest corporate sustainability initiative, the United Nations Global Compact (UN Global Compact), of which the company has been a signatory member since 2020. The report can be accessed via the link www.unglobalcompact.org/what-is-gc/participants/141725-Kafein-Yaz-l-m-Hizmetleri-Ticaret-A-S-.
• On 26.07.2024, By the decision of the Company's Board of Directors dated 26.07.2024 and numbered 21, it has been decided to purchase 28,500 registered shares (1,000 TL per share value) of the company's %51 subsidiary Karmasis Bilişim Çözümleri Ticaret Anonim Şirketi which corresponds to 19% of its total 150,000,000 TL capital, for a total price of 144,400,000 TL and to be paid 31.07.2024.
• On 30.07.2024, the company participated in the "Google Security ELEVATE 2024 Global CE Conference" event as a SecOps (Security Operations) Tier 1 partner which is organized in America by our business partner Google Cloud Security.
• On 31.07.2024, an order form (PO) for RPA (Robotic Process Automation) worth 804,793 TL was received by the company from a third-party food company.
• On 08.08.2024, the company achieved the third prize in the "Consultancy" category and the second prize in the "Cyber Security Service" among Turkey-based service provider companies, according to the Top 500 IT Companies 2023 research, at the "Informatics 500 Award Ceremony" organized by BT Haber Newspaper on 07.08.2024.
• On 13.08.2024, with its 46 R&D projects and a total R&D expenditure of TRY 43,210,566, the company listed in the Turkishtime "R&D 250, Turkey's companies with the highest R&D expenditure 2023" list in which the company has been included since 2019.
• On 06.09.2024, the "UI Path Document Understanding" product, which is an artificial intelligence and machine learning technology used to automate document-based business processes, was provided to Türk Hava Yolları A.O. In addition, on the same date, 5 new additional software robots were provided within the scope of the company's existing Robotic Process Automation (RPA) service. The relevant additional protocol is in force between 01.08.2024 and 31.05.2026.
• In September 2024, a framework supply agreement on outsourcing has been signed between the company and Atlastek Teknoloji Bilişim ve İnovasyon A.Ş., which will remain in force as long as it is not terminated.
• The company's corporate governance practices are audited by Saha Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş. to determine the level of compliance with the Capital Markets Board's Corporate Governance Principles, and the company's 2024 Corporate Governance Principles Compliance Rating was determined as 9.45 (94.49%) on 04.09.2024. (11.09.2023: %94,07).
• On 19.09.2024, a "KVKK and GDPR Compliance Solution License, Maintenance and Support Service Agreement" was signed between the Company and the third-party airline company for a period of 3 years and a total value of \$298,000 (Dollar).
• On 24.09.2024, a service contract regarding "Updating Data Analytics Platforms" is signed between the company and Third-Party Public Institution for a total value of TRY 20,833,334.00 + VAT and with the total contract service period of 120 days.
• A service agreement related to Google Cyber Security Services products has been signed between the company and the Central Bank of Libya, effective until 30.09.2025, with a total value of 387,209.00 USD. The agreement has been received by the company on 24.09.2024.
• On 25.09.2024, a work order for Innovation CR Service Procurement was signed between the company and TT Mobil İletişim Hizmetleri A.Ş. to be valid between 01.01.2024-31.12.2024.
• On 26.09.2024, the company took part as a silver sponsor in the "SMAX (New Generation Service Management) 2024 Solution Day Istanbul" event organized by the Opentext, the global software provider and the company's business partner.
• On 26.09.2024, a 1-year RPA (Robotic Process Automation) service agreement additional protocol was signed with our company and VDF Sigorta Aracılık Hizm. A.Ş. to be valid between 05.10.2024 and 04.10.2025.
• On 30.09.2024, a contract was signed with Volkswagen Doğuş Finans for the renewal of the company's Robotic Process Automation (RPA) service.
• On 01.10.2024, a DT (Digital Technologies) service agreement was signed between the company and Coca Cola A.Ş. to remain in force until 31.12.2024.
• On 01.10.2024, in accordance with the article 4.2.8 of CMB Corporate Governance Communiqué, the company's "Executive Liability Insurance Policy" is extended with a validity from 03/09/2024 to 03/09/2025 with the total liability amount of 3,000,000 USD.
• On 09.10.2024, as Kafein Technology, we participated in the IDC Security Summit event held in Istanbul as a Gold Partner with the company's cyber security solutions brand All-in Cyber, and information about our own developed cyber security solutions was shared at the event.
• The company took its place as the bronze sponsor at the Public Information and Communication Technologies Conference, which is held by EFF Organization in Informatics Valley on 09.10.2024.
• The company participated in the GITEX Global 2024 event on technology and start-up, which is in Dubai, United Arab Emirates between 14.10.2024 - 18.10.2024.
• On 22.10.2024, the test data management "TDM (Effective Test Data Management Software)" and online application software "OIM (Online Processing Center)" products developed by the company were certified with the "Domestic Goods Certificate" by the Istanbul Chamber of Industry (ISO) with their 100% local content and high technology level classification.
• On 13.11.2024, the company took its place as a Platinum Partner at the "Future of AI & Cloud" event organized by CXO Media in Istanbul with its digital transformation and cloud computing brand All-in Cloud.
• On 15.11.2024, The Ministry of Trade of the Republic of Turkey, General Directorate of International Service Trade, has approved the inclusion of our company in the "E-TURQUALITY (Stars of Informatics) Program" as of the date of their official letter dated 14.11.2024, numbered E-61547667-525.01-00102924880. The E-TURQUALITY (Stars of Informatics) Program is implemented to develop the country's informatics sector and its sub-sectors, promote innovation, and foster the creation of regional and global unicorns capable of competing in international markets.
• On November 26-28, 2024, our company's digital transformation and cloud computing brand All-in Cloud participated in the "Factory Automation Solutions Summit" held at the engineering and technology centre Kartal-Makina Hangar. The summit was attended by 450 companies from 12 main industries and more than 2000 automation decision makers. The company shared information about our Industrial Artificial Intelligence solutions with the participants at the event.
• In November 2024 and February 2025, UiPath RPA (Robotic Process Automation) infrastructure development was applied for our customer Burgan Bank A.Ş, and outsourcing service was provided in March 2025.
• On 04.12.2024, the company has been elevated to the "Premier Partner" level under this collaboration model based on the evaluation of criteria such as the number of certifications, new customer acquisitions, customer success stories, and total sales volume achieved within the year.
The Premier Partner level represents the highest level of expertise and performance within Google Cloud's partnership models and product families. Premier Partners receive enhanced benefits and increased collaboration support from Google Cloud compared to previous partner levels. As of the date of 31.12.2024 the total number of contracts signed under the said commercial partnership agreement has reached 13, with the total order value amounting approximately to \$1,720,000 (USD).
• On 11.12.2024, the company participated in the "Future of CISO (Chief Information Security Officer) Summit" Event organized by CXO Media in Istanbul as a Gold Partner, together with our cyber security brand All-in Cyber and our partner Google Cloud Security. Developments regarding cyber security were discussed at the event.
• On 12.12.2024, the company participated as a Gold Partner in the "IDC Turkey Hybrid Cloud & AI Roadshow" event organized by IDC Turkey in Levent, Istanbul, with our digital transformation and cloud computing brand Allin Cloud. At the event, the company informed the participants about cloud computing and our AllinCloud brand.
• An EDR (Endpoint Detection and Response, Endpoint Security) License and Maintenance Support Procurement agreement has been signed between our company and a third-party telecommunications company for a price of 503,000 USD + 800,000 TRY excluding VAT, to be valid between 27.12.2024 and 26.12.2025.
• On 31.12.2024, an additional license agreement regarding the Database Activities Monitoring and Prevention Application, valued at 27,160,958 TL + VAT, has been signed between the company and the third-party public bank, covering a total contract duration of 3 years for licensing, maintenance, and support services. Within the scope of the contract, the Database Activity Monitoring and Prevention product "DataSkope," the data lineage product "DataTouch," and the Test Data Management product "TDM" will be provided within the company's product portfolio.
• On 31.12.2024, the company received a purchase order form (PO) for a value of 200,000 USD regarding the NDR (Network Detection & Response Technology) project service from a third-party customer.
• On 31.12.2024, an EDR (Endpoint Detection and Response) agreement regarding "End User Harmful Behavior Detection" was signed between the company and Enerjisa Group.
• In December 2024, the company has signed an RPA (Robotic Process Automation) license and process development consultancy agreement with Çamsan Ordu Ağaç San. A.Ş.
• On 01.01.2025, the company signed a 2-year consultancy contract with Eczacıbaşı Bilişim San. and Tic. A.Ş.
• On 06.01.2025, a 3-year service agreement was signed between sahibinden.com and the company regarding the Google Chronicle SIEM/SOAR license and service. The relevant contract is the first sale and reference for this license in Turkey.
• On 07.01.2025, in order to expand the company's product market and potential collaborations, a contract was signed to receive research and marketing consultancy services from Gartner Türkiye Teknoloji Araştırma ve Danışmanlık Hizmetleri Ltd. Şti
• The "Eureka Bio-Curity Project International Consortium" meeting regarding Bio-Curity, the Digital Biomarker Ecosystem and E-Health Services project developed by our company with its domestic and foreign consortium partners, was successfully first held in Istanbul on January 10-12, 2024; the second took place in the Netherlands on 21-23 January 2025. The relevant meetings are audit meetings conducted by the Eureka Xecs program referees of the project.
• The official kick-off meeting of the "Artificial Intelligence and 5G Supported Personalized Digital Health Passport: 5G4P Health" project, which was developed by our company with domestic and foreign consortium partners and was entitled to receive the "Full Label" on 11.10.2023 by Eureka Celtic-Next (EU commission-supported project support initiative), was held in Brussels on 8-9 July 2024, and the next consortium meeting was successfully held on 20-21 January in Istanbul with the participation of all domestic and foreign companies.
• On January 22-24, 2025, the company participated in Bett Global 2025, the world's largest educational technology fair held in England, to introduce Foramind, Turkey's first and only mind mapping software developed by the company.
• With the decision of the Board of Directors dated 03.02.2025 and numbered 03, It has been decided to close the company's branch titled "Kafein Yazılım Hizmetleri Ticaret Anonim Şirketi Düzce Şubesi", which is registered with the T.C. Düzce Trade Registry Office with the chamber registry number 13450 and located at the address "Orhangazi mah. Teknopark Cad. Teknopark Blok No 1 İç Kapı No Z03 Merkez Düzce". The said branch closing transaction was registered in the Trade Registry Gazette dated 12.02.2025 and numbered 11270.
• On February 9-12, 2025, the company participated in the LEAP 2025 Exhibition held in Riyadh-Saudi Arabia, and the participants were informed about our innovative technology services and solutions in areas such as data governance, database activity monitoring and test data management.
• On 19.02.2025, our company participated in the "OpenText Summit Turkey 2025" event held in Levent, Istanbul as a platinum sponsor. At the event, the latest trends shaping the future of business and solutions such as information technology automation solutions, cloud, cyber security, generative artificial intelligence and information management were discussed.
• On 25.02.2025, a 3-year API (Application Programming Interface) Security System and maintenance and support contract for this system was signed with Turk Hava Yolları A.O.
• On 25.02.2025, the company participated in the IDC Turkey Security Roadshow event held in Levent Istanbul with our cyber security solutions brand All-in Cyber as a Gold Partner together with Google Cloud Security. At the conference, the latest technologies in information technologies were discussed and the participants were informed about our company's cyber security solutions.
• On 26.02.2025, the company participated in the "Future of CIO (Chief Information Officer) & Awards" event held in Istanbul with our digital transformation and cloud computing brand All-in Cloud as an Exhibition Partner.
• On 27.02.2025, the company received an purchase order (PO) form for the PAM (Privileged Access Management) project with a value of 212,770.29 USD by a third-party telecommunication customer.
• In February 2025, the company's cyber security solutions brand All-in Cyber received the "Most Successful Tenable Project" award of 2024 at the Tenable Partner Awards organized by Tenable Holdings, Inc., our company's American-based cyber security partner.
• Mobile Access MS (Managed Service) contract is signed between the company and third-party telecommunication company with total value of TRY 18,925,200 TL+VAT to remain in force between 01/03/2025-01/03/2026 and the contract has reached us on 28.02.2025.
• By the decision of the Board of Directors dated 28.02.2025 and numbered 05, it has been decided to appoint " Piramit Menkul Kıymetler A.Ş." as the Liquidity Provider of Kafein Yazılım Hizmetleri Ticaret A.Ş. and as the exclusive investment institution that will carry out the Liquidity Provider and Liquidity Provider transactions, to cover the amount of cash funds required for the Liquidity Provider service by the company, to commences liquidity transactions by Piramit Menkul Kıymetler A.Ş. in the Borsa Istanbul Equity Market following the permission of Borsa Istanbul A.Ş. The "Liquidity Providing Agreement" has been signed between the parties on 28.02.2025. Unless the contract is terminated, it is valid for 2 years, with an extension of one more year under the same conditions.
• On 05.03.2025, the company participated in the "Sabancı Networking Fair" held at Sabancı University Tuzla Campus and shared information with students about Kafein Academy, our program for young talents, internship programs and Kafein Technology.
As a result of the periodic valuation studies of BIST Dividend Indices carried out by Borsa Istanbul General Directorate dated 11.07.2024 and based on the BIST Market Value Weighted Share Indices Rule Set (Rule Set), the company continues to be included in in the index for the period of 01/08/2024 – 31/10/2024. The company has been included in the index since 18.01.2022. After the period, the company continues to be included in the index for the period of 01/02/2025 – 30/04/2025 within the scope of the periodic valuation study dated 17.01.2025.
The company, initially started to be traded in the BIST Corporate Governance Index as of 13.09.2023, is renewed its contract with "Saha Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş " in order to renew its rating score for a period of one year starting from 31.05.2024. The latest Corporate Governance Rating is 94.49% dated 04.09.2024. (11.09.2023: %94,07)
The Human Resources Policy of the Company aims to create a competent organization consisting of loyal employees and ensure that Kafein Yazilim Hizmetleri Ticaret A.S. is a preferred company. To this end, the Company dwells on continuous improvement principle as regards to the following main strategic priorities:
Kafein Yazilim Hizmetleri Ticaret A.S. ensures, promotes, and rewards continuous development and high performance in all human resources systems such has labour requirement planning, employment, labour placement, performance management, talent management, training and development management, wage and allowance management, and reward management.
In this regard, employee development is a part of the personal goals of both the directors and the employees, and their performance is calculated according to this personal development.
Not only knowledge and skill development but also competence development is featured for development and high performance. We believe that it is significant to serve an example as a clear, fair, sensitive, and developing company which protects the pecuniary and non-pecuniary rights of employees and considers their opinion and advice to ensure continuous development and high performance.
Kafein Technology commits to fully comply with the Universal Declaration of Human Rights, ILO (International Labor Organization) Conventions ratified by Turkey, and the legal framework and legislations which are regulating human rights and working life in Turkey.
The principles of the Quality Policy are as follows:
⋅ To provide solutions and professional approaches to customers' Software and Consultancy needs in the field of Information Technologies.
Remuneration Policy defines the basic principles of Kafein's remuneration approach, reflects Kafein's mission, strategy and values used in this approach, and underlines the need for compliance with governance principles for remuneration practices. In the determination of wages and fringe benefits fair, objective, and motivating factors are considered. In pricing language, race, gender, belief, religion, sect, age, physical disability, and similar features are not accepted as criteria and the principle of equality is adopted.
work performed.
⋅ In remuneration for senior executives and employees, the Company's General Manager and HR and Administrative Affairs Director are authorized to determine wages, periodically review them, and carry out necessary procedures in accordance with the policy and relevant legislation.
The Board of Directors ensures the effectiveness of this Policy by reviewing and evaluating performance at least once a year. Remunerations and all other benefits provided to the members of the board of directors and executives with administrative responsibilities are disclosed to the public through the annual report.
Based on the company Compensation Policy, the provisions of the Labor Law No. 4857 are in force regarding severance and notice pay are applied in the company. In case of a change in the Labor Law No. 4857, the provisions of the relevant law that will enter into force will be applied.
In this framework, without prejudice to the mandatory legal rules stipulated in the legislation,
(i) Regarding vesting severance pay of employees and the heirs of our deceased employees, the provisions of the Labor Law No. 4857 and the article 14. of the Labor No. 1475 as by reference of interim provisions of the Article 6 of the Labor Law No. 4857 are applied and the calculations are carried out within the framework of the principles determined in the legislation.
(ii) Regarding the notice period, the periods stipulated in the Labor Law No. 4857 are taken as a basis and the personnel working during the notice period are granted a job search permit. Collective job search permission can only be applied if the employee makes a written request and on the condition that it coincides with the days before the day he leaves the job. In addition, the employee's employment contract can be terminated by paying the wage up to the end of the notification period in advance.
Kafein Information Policy entered into force with the decision of the Board of Directors dated 28.05.2018 and numbered 2018/20.
The Information Policy of the Company has been issued to offer accurate, timely, complete, comprehensible, equal, and easily accessible non-confidential information and the developments about the Company's former performance, future plans, expectations, strategy, and target by observing the balance between transparency and the interests of the Company in order to help the shareholders and stakeholders make decisions.
Pursuant to the Decision of the Board of Directors dated 26.07.2024 and numbered 22, the company's Social Responsibility Policy has been revised and entered into force.
Kafein Yazılım Hizmetleri Ticaret A.Ş. (Kafein) considers acting with social responsibility awareness in all its activities as one of the fundamental elements of its management approach. Its main goal is to fulfill its responsibilities towards its stakeholders, the environment and society, along with sustainable growth. The Company takes care to fulfill its social and environmental responsibilities towards society in all sectors in which it operates, in harmonious cooperation with its shareholders, employees, the public, non-governmental organizations and other stakeholders.
Kafein makes its decisions based on recognized economic criteria, with a primary emphasis on sustainability and in line with its goal of creating value for its shareholders and ensures that its resources and assets are managed in the most efficient manner with an understanding of financial discipline and accountability. As a part of its core values of humility, respect for people and closeness to the public, Kafein accepts social responsibility awareness as one of the basic and unchanging elements of its management approach in all its activities. The basic principles we take as basis in our social responsibility practices are as follows:
We believe that our human resources are the most important element of sustainable growth. We ensure that personal rights of our employees are completely and correctly used. We approach employees honestly and fairly, and commit to a non-discriminatory, safe and healthy working environment. We make the necessary efforts for the individual development of our employees and observe the balance between business life and private life.
We manage the environmental impacts that may arise from all our activities with a sense of responsibility. All our companies are obliged to determine and implement all kinds of improvement and development activities that will minimize the environmental impact of their activities at a level appropriate to their fields of activity.
Based on the Company Policy Regarding Stakeholders, stakeholders defined as persons and/or institutions that have a direct and/or indirect relationship with the company's activities and are positively or negatively affected by the company's activities. In this direction, stakeholders; Persons, institutions, or interest groups such as employees of the company, customers, creditors, suppliers, various non-governmental organizations.
In its transactions and activities, the Company pays utmost attention to protect the rights of all stakeholders regulated by legislation and mutual agreements and adequate information is provided on these issues. If it is noticed that the rights of the stakeholders, which are protected by legislation and contracts, are violated, corrective measures are taken effectively and quickly to ensure that the rights are restored.
In cases where the rights of the stakeholders are not regulated by legislation and contracts, the interests of the stakeholders are protected within the framework of good faith rules, and by considering the rights, opportunities, and reputation of the Company. The Company plays a leading role in resolving any disputes that may arise between the Company and its stakeholders. When conflicts of interest arise between stakeholders or if a stakeholder is included in more than one interest group, a balanced policy is followed in terms of protecting the rights owned, and each right is aimed to be protected independently of each other. The interests of the company and the stakeholders are expected to be in the same direction. Measures are taken by the company management to prevent the occurrence of a conflict of interest.
In the profit distribution policy, a balanced policy is followed between the interests of the shareholders and the interests of the partnership. The profit distribution policy of the company can be accessed on the corporate website.
Stakeholders are adequately informed about the Company's policies and procedures regarding the protection of their rights by using the corporate website of the company.
In line with the principles of public disclosure and transparency, a structure is created that will enable stakeholders to access complete and timely information. Stakeholders are informed through material disclosures, general assembly meeting minutes, annual activity reports, financial reports, public disclosure platform and Company website.
Persons authorized within the scope of the disclosure policy can communicate with the stakeholders. The information policy can be accessed on our website. Our stakeholders can also communicate via e-mails [email protected] and [email protected].
With the Corporate Portal, which was established as an in-house sharing system established by the company, information is accessible to all employees. Employees are informed about the objectives and activities of the Company through performance evaluation meetings held within the framework of open communication.
The company considers the understanding of establishing open and honest communication with its employees as the basis of its Human Resources Management policy. In this context, applications are created to increase employee satisfaction and productivity, with the support of the Human Resources Department. Issues such as company policies and strategies, objectives, activities to improve the working life and environment are announced to the employees and their opinions are taken on these issues.
Determining and developing the core competency areas of the suppliers and supporting mutual development are taken as a basis. In addition, Company policy, specifications and contracts are also included in the scope of information shared with our suppliers.
Participation of employees in management is regulated by various practices and internal regulations within the company. The company is in constant communication with all its stakeholders. Channels ([email protected]) where all stakeholders, especially our employees, can convey their opinions, questions and suggestions to the company management, are kept open in a transparent, honest and accountable management approach. The feedback received from them is submitted to the evaluation of the senior management after passing through certain stages, depending on the internal procedures, and solutions and policies are developed. Models that support the participation of stakeholders, especially company employees, in company management are developed in a way that does not disrupt company activities.
Stakeholders are provided with the opportunity to contact via the contact information specified on
the website for their questions, opinions, suggestions, and complaints. In addition, there are independent members in the Board of Directors to ensure that the rights of shareholders and other stakeholders are respected equally within the scope of the decisions taken.
Effective participation of employees in decision processes is ensured by the "employee satisfaction survey" system. The results of the survey, which is conducted once a year to collect the opinions of the employees, are evaluated by the Company management. Through this system, the suggestions of the personnel for the improvement of work and working conditions are evaluated and the suggestions deemed applicable are taken into consideration in determining the Company policies.
The activities reported by the stakeholders, which are against the relevant legislation, and which are not ethically appropriate, are reported by the Corporate Governance Committee. The Corporate Governance Committee conveys the matter to the Board of Directors when it deems appropriate. Opinions of stakeholders are taken in important decisions that have consequences for the stakeholders.
The Company takes all kinds of measures to ensure customer satisfaction in the marketing and sales of its products and services. The company carries out its activities by planning, beyond providing quality service, within the framework of environmental awareness and respect for the rights of customers, suppliers, and employees. The customer's requests for the product and service purchased are evaluated by the relevant sales departments and the customers are informed. The company pays attention to the confidentiality of customer and supplier information within the scope of trade secret. It is essential to establish good relations between the company and its customers and suppliers, away from unfair advantage, and to comply with the terms of the agreement.
The company's Sustainability Policy came into force with the Board of Directors' Decision numbered 22 and dated 26.07.2024. The policy defines company principles, actions, and practices under main headings such as Combating the Climate Crisis, Water Management, Forest Positive Strategy and Biodiversity, Reducing Carbon Emissions and Air Pollution, Waste Management and Energy Management.
The Investor Relations Department of the Company operates as regards to the execution of shareholding rights and carries out activities for the communication between the Board of Directors and current and potential shareholders and the performance of the necessary procedures thereto in compliance with the Corporate Governance Rules of CMB. The unit contact information is shared via Public Disclosure Platform (KAP).
By the Investor Relations Department, material events are immediately announced to the public and the responsibilities against the regulatory authorities such as the Istanbul Stock Exchange and CMB are fulfilled. The financial statements, its footnotes, operational and financial activity results are quarterly submitted to the Public Disclosure Platform and are also published on the website of the Company. The partners, corporate investors and investment institutions reply to the requests for information during the year via telephone and e-mail. The Investor Relations Department provides annual reports regarding the works of the unit to the Board of Directors and shows the necessary sensitivity to inform the Board of Directors and senior management about the related developments. Arising out of the regulations, the primary duties of the Investor Relations Department are as follows:
All requests for information delivered to the Investor Relations Department are meticulously responded without any discrimination among the shareholders provided that such information is not a trade secret or undisclosed information. In this sense, clear, neat, and detailed written and verbal information was provided via telephone and e-mail to information requests delivered by the
shareholders. The Company made its best to respond to each and every question as long as these did not relate to trade secrets.
Apart from this, investors are able to access any kind of complete, accurate and updated data from the "Investor Relations" page on website of the Company. The instruments used to announce the developments to investors which would affect the execution of the rights of the shareholders are shared on the Company's website and with the material event disclosure made through the Public Disclosure Platform.
The request of the shareholders as regards to private auditor assignment has not been regulated as a personal right in the company's articles of association yet, and no private auditor assignment has been conveyed to the Company.
The Company's website is www.kafein.com.tr, and the Investor Relations menu incorporates the subjects specified under the Corporate Governance Rules of the Capital Markets Board (CMB). The website was created to provide clear, definite, and immediate information available for the shareholders, stakeholders and all the public. The information on the website is continuously updated. The information on the website is offered in Turkish and English.
The ordinary general assembly of the Company meets at least once in a year and, at the latest, within three months following the end of a financial period. The general assembly discusses and takes decisions about the agenda items prepared by the board of directors in consideration of article 413 of Turkish Code of Commerce. The notifications and notices for the general assembly meetings are announced via all means of communication tools including electronic instruments, which can ensure that the highest possible number of shareholders are notified, by taking into consideration the minimum times defined by Turkish Code of Commerce, the Capital Markets Board and relevant legal regulations.
In this sense, the Ordinary General Assembly meeting for 2023 was held at 13:00 o'clock on 25.06.2024 at Çifte Havuzlar Mah. Eski Londra Asfaltı Cad. Kuluçka Mrk. A2 Blok No:151/1B İç Kapı No: B01 Esenler İstanbul, Turkey. The necessary quorum was present for the General Assembly meeting to be held. A total of 4,987,731 shares out of 19,750,000 shares were represented at the meeting in which 23,793 shares represented in person and 4,940,382 shares represented by proxy solicitor and 23,356 shares represented by entrusted representative. On such date, the meeting was carried out under the observance of a Ministerial Representative and in conformance with the provisions of "the Regulation on the General Assemblies of Joint Stock Companies to be Held
Online and "the Communiqué on the Online General Assembly System (EGKS) to be Implemented at the General Assemblies of Joint Stock Companies''. The decisions taken during the meeting were as follows:
1. The Activity Report, The Independent Audit Report and The Financial Statements for the financial period of 2023 has been agreed.
2. The members of the Board of Directors are separately voted for the acquittance of their accounts and activities of 2023. The acquittance of the Chairman of the Board of Directors, Mr. Ali Cem Kalyoncu, was put to a vote and was rejected by a majority of votes as a result of 23,356 votes in favor and 23,793 rejections in favor. The acquittance of the other board members -Neval Önen, Hatice Sevim Oral, Kenan Sübekci, İbrahim Semih Arslanoğlu and Murat Ethem Sümer- were approved.
3. Profit Distribution Policy has been approved. It has been agreed to distribute the dividend corresponding to TRY 4,000,000 in total, among the shareholders in proportion to their shares after assigning from the profit of 2021 the amounts to be reserved / paid according to the laws and the articles of association, and to establish the date of cash dividend distribution as 01.07.2024.
4. In accordance with the Corporate Governance Principles, the shareholders were informed within the scope of footnote 6 of the financial statements that a payment of TRY 19,395,013 was made within the scope of the wages and benefits provided to the members of the board of directors and senior managers in 2023 within the scope of the company's wage policy.
5. The General Assembly was informed that there was no income or benefits obtained through guarantees, pledges, mortgages, and sureties given in favour of third partiesin 2023.
6. The shareholders have been informed that TRY 55,000 donation is made in 2023. An upper limit of TRY 250,000 has been determined for 2024 according to the submitted proposal.
7. As per articles 395 and 396 of Turkish Code of Commerce, it is allowed that the members of the Board of Directors can do business with the Company, perform the works under the fields of activity of the Company in person or on behalf of others and be partners with other companies that perform such works. As per the Corporate Governance Rule no. 1.3.6. issued by the Capital Markets Board, the shareholders are notified that there is no such transaction carried out within 2023.
8. With the meeting of our Board of Directors dated 15.02.2023 and numbered 3, the following issues were decided: Due to the fact that our share values formed in Borsa Istanbul do not reflect the real performance of our company's activities, a buyback process will be initiated regarding our company's shares. The number of shares to be subject to repurchase will be maximum 300,000 shares, and the fund to be used for these transactions will be determined as maximum 10,000,000
TL to be covered from the internal resources of the company. The maximum period foreseen for the repurchase transaction will be determined as 30.06.2023. The repurchase transaction will be included in the agenda of the first general assembly meeting and submitted to the approval of the general assembly. Within the scope of the program, 49,600 shares were repurchased at an average price of 25.11 TL for a total consideration of 1,244,892 TL, all of which was covered from internal resources. With this transaction, with the addition of 49,600 (0.25%) shares added in the current period to the 117,000 repurchased shares owned in 2022, the total number of repurchased shares owned by our company reached 166,600 (0.84%) and the total amount of the resource allocated reached 3,367,789 TL. Our shareholders have been informed about these matters.
Extraordinary General Assembly: After the period, Extraordinary General Assembly Meeting of the Company held at 13:00 o'clock on 01.04.2024, and in the Head Office located at Cifte Havuzlar Mah. Eski Londra Asfalti Cad. Kulucka Mrk. A2 Blok No:151/1B Iç Kapi No: B01 Esenler Istanbul. The necessary quorum was present for the General Assembly meeting to be held. A total of 5,723,892 shares out of 19,750,000 shares were represented at the meeting in which 5,723,892 shares represented in person and 0 shares represented by proxy solicitor and 0 shares represented by entrusted representative. In summary, below items have been accepted at the company's Extraordinary General Assembly meeting for the year of 2024:
28.07.2023 and numbered 14, and to adopt Information Policy which was prepared by the decision of the Board of Directors dated 28.05.2018 and numbered 2018/20.
| Company Compliance Status | ||||||
|---|---|---|---|---|---|---|
| Corporate Governance Compliance Report | Yes | Partial | No | Exempted | Not Applicable | Explanation |
| 1.1. FACILITATING THE EXERCISE OF SHAREHOLDER RIGHTS | ||||||
| 1.1.2- Up-to-date information and disclosures which may affect the exercise of shareholder rights are available to investors at the corporate website. |
X | |||||
| 1.2. RIGHT TO OBTAIN AND REVIEW INFORMATION | ||||||
| 1.2.1 - Management did not enter into any transaction that would complicate the conduct of special audit. |
X | |||||
| 1.3. GENERAL ASSEMBLY | ||||||
| 1.3.2 - The company ensures the clarity of the General Assembly agenda, and that an item on the agenda does not cover multiple topics. |
X | |||||
| 1.3.7- Insiders with privileged information have informed the board of directors about transactions conducted on their behalf within the scope of the company's activities in order for these transactions to be presented at the General Shareholders' Meeting. |
X | No notification has been made regarding such a transaction. |
||||
| 1.3.8 - Members of the board of directors who are concerned with specific agenda items, auditors, and other related persons, as well as the officers who are responsible for the preparation of the financial statements were present at the General Shareholders' Meeting. |
X | |||||
| 1.3.10 - The agenda of the General Shareholders' Meeting included a separate item detailing the amounts and beneficiaries of all donations and contributions. |
X | |||||
| 1.3.11 - The General Shareholders' Meeting was held open to the public, including the stakeholders, without having the right to speak. |
X | |||||
| 1.4. VOTING RIGHTS | ||||||
| 1.4.1 - There is no restriction preventing shareholders from exercising their shareholder rights. |
X | |||||
| 1.4.2 - The company does not have shares that carry privileged voting rights. |
X | A and B Group shares have 15 voting rights at the General Assembly. |
||||
| 1.4.3-The company withholds from exercising its voting rights at the General Shareholders' Meeting of any company with which it has cross-ownership in case such cross-ownership provides management control. |
X | Our company has no cross ownership that provides management control. |
||||
| 1.5. MINORITY RIGHTS | ||||||
| 1.5.1 - The company pays maximum diligence to the exercise of minority rights. |
X | |||||
| 1.5.2 - The Articles of Association extend the use of minority rights to those who own less than one twentieth of the outstanding shares and expand the scope of the minority rights. |
X | Minority rights are not defined in the Company's Articles of Association. |
| Company Compliance Status | |||||
|---|---|---|---|---|---|
| Corporate Governance Compliance Report | Yes | Partial | No | Exempted Not Applicable | Explanation |
| 1.6. DIVIDEND RIGHT | |||||
| 1.6.1 - The dividend policy approved by the General Shareholders' Meeting is posted on the company website. |
X | ||||
| 1.6.2 - The dividend distribution policy comprises the minimum information to ensure that the shareholders can have an opinion on the procedure and principles of dividend distributions in the future. |
X | ||||
| 1.6.3 - The reasons for retaining earnings, and their allocations, are stated in the relevant agenda item. |
X | Profit is distributed. | |||
| 1.6.4 - The board reviewed whether the dividend policy balances the benefits of the shareholders and those of the company. |
X | ||||
| 1.7. TRANSFER OF SHARES | |||||
| 1.7.1 - There are no restrictions preventing shares from being transferred. |
X | ||||
| 2.1. CORPORATE WEBSITE | |||||
| 2.1.1. - The company website includes all elements listed in Corporate Governance Principle 2.1.1. |
X | ||||
| 2.1.2 - The shareholding structure (names, privileges, number and ratio of shares, and beneficial owners of more than 5% of the issued share capital) is updated on the website at least every 6 months. |
X | ||||
| 2.1.4 - The company website is prepared in other selected foreign languages, in a way to present exactly the same information with the Turkish content. |
X | ||||
| 2.2. ANNUAL REPORT | |||||
| 2.2.1 - The board of directors ensures that the annual report represents a true and complete view of the company's activities. |
X | ||||
| 2.2.2 - The annual report includes all elements listed in Corporate Governance Principle 2.2.2. |
X | ||||
| 3.1. CORPORATION'S POLICY ON STAKEHOLDERS | |||||
| 3.1.1- The rights of the stakeholders are protected pursuant to the relevant regulations, contracts and within the framework of bona fides principles. |
X | ||||
| 3.1.3 - Policies or procedures addressing stakeholders' rights are published on the company's website. |
X | ||||
| 3.1.4 - A whistleblowing programme is in place for reporting legal and ethical issues. |
X | ||||
| 3.1.5 - The company addresses conflicts of interest among stakeholders in a balanced manner. |
X | ||||
| 3.2. SUPPORTING THE PARTICIPATION OF THE STAKEHOLDERS IN THE CORPORATION'S MANAGEMENT |
| Company Compliance Status | ||||||
|---|---|---|---|---|---|---|
| Corporate Governance Compliance Report | Yes | Partial | No | Exempted Not Applicable | Explanation | |
| 3.2.1 - The Articles of Association, or the internal regulations (terms of reference/manuals), regulate the participation of employees in management. |
X | |||||
| 3.2.2 - Surveys/other research techniques, consultation, interviews, observation method etc. were conducted to obtain opinions from stakeholders on decisions that significantly affect them. |
X | |||||
| 3.3. HUMAN RESOURCES POLICY | ||||||
| 3.3.1 - The company has adopted an employment policy ensuring equal opportunities, and a succession plan for all key managerial positions. |
X | |||||
| 3.3.2 - Recruitment criteria are documented. | X | |||||
| 3.3.3 - The company has a policy on human resources development and organises trainings for employees. |
X | |||||
| 3.3.4 - Meetings have been organised to inform employees on the financial status of the company, remuneration, career planning, education, and health. |
X | |||||
| 3.3.5 - Employees, or their representatives, were notified of decisions impacting them. The opinion of the related trade unions was also taken. |
X | All decisions that may affect employees are communicated to employees through the Human Resources Directorate communication channels. Union opinion was not taken. |
||||
| 3.3.6 - Job descriptions and performance criteria have been prepared for all employees, announced to them, and taken into account to determine employee remuneration. |
X | |||||
| 3.3.7 - Measures (procedures, trainings, raising awareness, goals, monitoring, complaint mechanisms) have been taken to prevent discrimination, and to protect employees against any physical, mental, and emotional mistreatment. |
X | |||||
| 3.3.8 - The company ensures freedom of association and supports the right for collective bargaining. |
X | |||||
| 3.3.9 - A safe working environment for employees is maintained. |
X | |||||
| 3.4. RELATIONS WITH CUSTOMERS AND SUPPLIERS | ||||||
| 3.4.1-The company measured its customer satisfaction and operated to ensure full customer satisfaction. |
X | |||||
| 3.4.2 - Customers are notified of any delays in handling their requests. |
X | |||||
| 3.4.3 - The company complied with the quality standards with respect to its products and services. |
X |
| Company Compliance Status | |||||
|---|---|---|---|---|---|
| Corporate Governance Compliance Report | Yes | Partial | No | Exempted Not Applicable | Explanation |
| 3.4.4 - The company has in place adequate controls to protect the confidentiality of sensitive information and business secrets of its customers and suppliers. |
X | ||||
| 3.5. ETHICAL RULES AND SOCIAL RESPONSIBILITY | |||||
| 3.5.1 - The board of the corporation has adopted a code of ethics, disclosed on the corporate website. |
X | ||||
| 3.5.2-The company has been mindful of its social responsibility and has adopted measures to prevent corruption and bribery. |
X | ||||
| 4.1. ROLE OF THE BOARD OF DIRECTORS | |||||
| 4.1.1 - The board of directors has ensured strategy and risks do not threaten the long-term interests of the company and that effective risk management is in place. |
X | ||||
| 4.1.2 - The agenda and minutes of board meetings indicate that the board of directors discussed and approved strategy, ensured resources were adequately allocated, and monitored company and management performance. |
X | ||||
| 4.2. ACTIVITIES OF THE BOARD OF DIRECTORS | |||||
| 4.2.1-The board of directors documented its meetings and reported its activities to the shareholders. |
X | ||||
| 4.2.2 - Duties and authorities of the members of the board of directors are disclosed in the annual report. |
X | ||||
| 4.2.3-The board has ensured the company has an internal control framework adequate for its activities, size, and complexity. |
X | ||||
| 4.2.4 - Information on the functioning and effectiveness of the internal control system is provided in the annual report. |
X | ||||
| 4.2.5 - The roles of the Chairman and Chief Executive Officer are separated and defined. |
X | The duty of The Chief Executive Officer (General Manager) and the Chairman of the Board is not separated, and they are the same person. |
|||
| 4.2.7-The board of directors ensures that the Investor Relations department and the corporate governance committee work effectively. The board works closely with them when communicating and settling disputes with shareholders. |
X | ||||
| 4.2.8 - The company has subscribed to a Directors and Officers liability insurance covering more than 25% of the capital. 4.3. STRUCTURE OF THE BOARD OF DIRECTORS |
X |
| Company Compliance Status | ||||||
|---|---|---|---|---|---|---|
| Corporate Governance Compliance Report | Yes | Partial | No | Exempted | Not Applicable | Explanation |
| 4.3.9 - The board of directors has approved the policy on its own composition, setting a minimal target of 25% for female directors. The board annually evaluates its composition and nominates directors so as to be compliant with the policy. |
X | |||||
| 4.3.10 - At least one member of the audit committee has 5 years of experience in audit/accounting and finance. |
X | |||||
| 4.4. BOARD MEETING PROCEDURES | ||||||
| 4.4.1-Each board member attends the majority of the board meetings in person or via an electronic board meeting system |
X | |||||
| 4.4.2 - The board has formally approved a minimum time by which information and documents relevant to the agenda items should be supplied to all board members. |
X | |||||
| 4.4.3 - The opinions of board members that could not attend the meeting, but did submit their opinion in written format, were presented to other members. |
X | None of the members who could not attend the meeting during the period gave written opinion. |
||||
| 4.4.4 - Each member of the board has one vote. | X | |||||
| 4.4.5 - The board has a charter/written internal rule defining the meeting procedures of the board. |
X | |||||
| 4.4.6 - Board minutes document that all items on the agenda are discussed, and board resolutions include director's dissenting opinions if any. |
X | |||||
| 4.4.7-There are limits to external commitments of board members. Shareholders are informed of board members' external commitments at the General Shareholders' Meeting. |
X | |||||
| 4.5. BOARD COMMITTEES | ||||||
| 4.5.5 - Board members serve in only one of the Board's committees. |
X | Independent Members of the Board of Directors take part in more than one committee. |
||||
| 4.5.6 - Committees have invited persons to the meetings as deemed necessary to obtain their views. |
X | The committees may obtain information from managers or other employees and may invite relevant persons to committee meetings when deemed necessary in line with their duties and working principles. However, there was no invitation/request for opinion in this direction during the period. |
| Company Compliance Status | ||||||
|---|---|---|---|---|---|---|
| Corporate Governance Compliance Report | Yes | Partial | No | Exempted | Not Applicable | Explanation |
| 4.5.7 - If external consultancy services are used, the independence of the provider is stated in the annual report. |
X | During the period, there was no person/institution from which the committees received consultancy services. |
||||
| 4.5.8 - Minutes of all committee meetings are kept and reported to board members. |
X | |||||
| 4.6. FINANCIAL RIGHTS | ||||||
| 4.6.1-The board of directors has conducted a board performance evaluation to review whether it has discharged all its responsibilities effectively. |
X | |||||
| 4.6.4-The company did not extend any loans to its board directors or executives, nor extended their lending period or enhanced the amount of those loans, or improve conditions thereon, and did not extend loans under a personal credit title by third parties or provided guarantees such as surety in favour of them. |
X | |||||
| 4.6.5 - The individual remuneration of board members and executives is disclosed in the annual report. |
X | Remuneration of the Board members and executives with is disclosed collectively. |
| 1. SHAREHOLDERS | |
|---|---|
| 1.1. Facilitating the Exercise of Shareholders Rights | |
| The number of investor meetings (conference, seminar/etc.) organised by the company during the year |
11 |
| 1.2. Right to Obtain and Examine Information | |
| The number of special audit request(s) | 0 |
| The number of special audit requests that were accepted at the General Shareholders' Meeting |
0 |
| 1.3. General Assembly | |
| Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d) |
www.kap.org.tr/en/Bildirim/1287105 www.kap.org.tr/en/Bildirim/1253712 |
| Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time |
Provided. |
| The links to the PDP announcements associated with the transactions that are not approved by the majority of independent directors or by unanimous votes of present board members in the context of Principle 1.3.9 |
There is no such transaction. |
| The links to the PDP announcements associated with related party transactions in the context of Article 9 of the Communique on Corporate Governance (II-17.1) |
www.kap.org.tr/en/Bildirim/1316023 www.kap.org.tr/en/Bildirim/1245093 |
| The links to the PDP announcements associated with common and continuous transactions in the context of Article 10 of the Communique on Corporate Governance (II-17.1) |
Common and continuous transactions carried out within the scope of Article 10 of the Corporate Governance Communiqué (II-17.1) fall below the limits set in Article 10. |
| The name of the section on the corporate website that demonstrates the donation policy of the company |
Investor Relations- Corporate Governance - Policies - Donations and Aid Policy |
| The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved |
www.kap.org.tr/en/Bildirim/748027 |
| The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting |
The Company's General Assembly Internal Directive on Working Principles and Procedures – Article 5.4. |
| Identified stakeholder groups that participated in the General Shareholders' meeting if any |
None |
| 1.4. Voting Rights | |
| Whether the shares of the company have differential voting rights | Yes |
| In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares |
Ali Cem Kalyoncu %40,58 |
| The percentage of ownership of the largest shareholder | % 25,14 |
| 1.5. Minority Rights | |
| Whether the scope of minority rights enlarged (in terms of content or the ratio) in the articles of the association |
No |
| If yes, specify the relevant provision of the articles of association | - |
| 1.6. Dividend Right |
| The name of the section on the corporate website that describes the dividend distribution policy |
Investor Relations- Corporate Governance - Policies – Dividend Policy |
|---|---|
| Minutes of the relevant agenda item in case the board of directors proposed to the general assembly not to distribute dividends, the reason for such proposal and information as to use of the dividend. |
Dividend is distributed. |
| PDP link to the related general shareholder meeting minutes in case the board of directors proposed to the general assembly not to distribute dividends |
- |
| General Assembly Meetings | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| General Meeting Date |
The number of information requests received by the company regarding the clarification of the agenda of the General Shareholders' Meeting |
Shareholder participation rate to the General Shareholders' Meeting |
Percentage of shares directly present at the GSM |
Percentage of shares represented by proxy |
Specify the name of the page of the corporate website that contains the General Shareholders' Meeting minutes, and also indicates for each resolution the voting levels for or against |
Specify the name of the page of the corporate website that contains all questions asked in the general assembly meeting and all responses to them |
The number of the relevant item or paragraph of General Shareholders' Meeting minutes in relation to related party transactions |
The number of declarations by insiders received by the board of directors) |
The link to the related PDP general shareholder meeting notification |
| 01/04/2024 | 0 | % 28,98 | % 100 | %0 | Investor Relations - General Assembly Information |
Investor Relations - General Assembly Information |
- | 0 | www.kap.org.tr/ en/Bildirim/126 5063 |
| 25/06/2024 | 0 | % 25,25 | % 0,48 | % 99,52 | Investor Relations - General Assembly Information |
Investor Relations - General Assembly Information |
- | 0 | www.kap.org.tr/ en/Bildirim/130 1571 |
| 2. DISCLOSURE AND TRANSPARENCY | |||||
|---|---|---|---|---|---|
| 2.1. Corporate Website | |||||
| Specify the name of the sections of the website providing the information requested by the principle 2.1.1. |
Investor Relations – Main Information, Public Offering Information, Corporate Governance, Financial Reports, Annual Reports, General Assembly Information |
||||
| If applicable, specify the name of the sections of the website providing the list of shareholders (ultimate beneficiaries) who directly or indirectly own more than 5% of the shares. |
Investor Relations – Main Information – General Information and Shareholding Structure |
||||
| List of languages for which the website is available | Turkish and English | ||||
| 2.2. Annual Report | |||||
| The page numbers and/or name of the sections in the Annual Report that demonstrate the information requested by principle 2.2.2. |
|||||
| a) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the duties of the members of the board of directors and executives conducted out of the company and declarations on independence of board members |
Information About the Board of Directors and Senior Management |
| b) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on committees formed within the board structure |
Number, Structure and Operating Principles of the Committees Established by the Board of Directors |
|---|---|
| c) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the number of board meetings in a year and the attendance of the members to these meetings |
Board of Directors Structure, Meetings and Member Resumes |
| ç) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on amendments in the legislation which may significantly affect the activities of the corporation |
Legislative Changes that may Affect Company Activities |
| d) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on significant lawsuits filed against the corporation and the possible results thereof |
Information about the On-going Legal Procedures |
| e) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the conflicts of interest of the corporation among the institutions that it purchases services on matters such as investment consulting and rating and the measures taken by the corporation in order to avoid from these conflicts of interest |
Information about the Conflict of Interest Between the Company and the Institutions from which it Receives Services such as Investment Consultancy and Rating |
| f) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the cross-ownership subsidiaries that the direct contribution to the capital exceeds 5% |
Information on Subsidiaries and Affiliates |
| g) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on social rights and professional training of the employees and activities of corporate social responsibility in respect of the corporate activities that arises social and environmental results |
Sustainability Report - Environmental Principles & Social Principles |
| 3. STAKEHOLDERS | |
|---|---|
| 3.1. Corporation's Policy on Stakeholders | |
| The name of the section on the corporate website that demonstrates the employee remedy or severance policy |
Investor Relations - Corporate Governance - Policies – Compensation Policy |
| The number of definitive convictions the company was subject to in relation to breach of employee rights |
2 |
| The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism) |
Ethics Committee |
| The contact detail of the company alert mechanism | [email protected] |
| 3.2. Supporting the Participation of the Stakeholders in the Corporation's Management | |
| Name of the section on the corporate website that demonstrates the internal regulation addressing the participation of employees on management bodies |
Investor Relations - Corporate Governance - Policies – Stakeholder Policy |
| Corporate bodies where employees are actually represented | Company employees can convey their complaints, wishes and suggestions to the management through the "I Have an Idea" application on the company portal. |
| 3.3. Human Resources Policy |
| The role of the board on developing and ensuring that the company has a succession plan for the key management positions |
Within the scope of Article 9 of the Company's Articles of Association titled "Important Decisions", the affirmative vote of the Chairman of the Board of Directors and the Deputy Chairman of the Board of Directors is required for the "appointment, dismissal and approval of the remuneration of the General Manager and senior company executives". The Company's Succession Planning can be accessed from the Investor Relations – Corporate Governance - Policies - Succession Planning heading of our website. |
|---|---|
| The name of the section on the corporate website that demonstrates the human resource policy covering equal opportunities and hiring principles. Also provide a summary of relevant parts of the human resource policy. |
Investor Relations- Corporate Governance Policies- Human Resources Policy and Business Principles Policy |
| Whether the company provides an employee stock ownership programme | (There isn't an employee stock ownership programme) |
| The name of the section on the corporate website that demonstrates the human resource policy covering discrimination and mistreatments and the measures to prevent them. Also provide a summary of relevant parts of the human resource policy. |
Investor Relations- Corporate Governance Policies- Human Resources Policy and Business Principles Policy |
| The number of definitive convictions the company is subject to in relation to health and safety measures |
0 |
| 3.5. Ethical Rules and Social Responsibility | |
| The name of the section on the corporate website that demonstrates the code of ethics |
Investor Relations - Corporate Governance - Policies - Ethical Principles and Conduct Policy |
| The name of the section on the company website that demonstrates the corporate social responsibility report. If such a report does not exist, provide the information about any measures taken on environmental, social, and corporate governance issues. |
Investor Relations - Sustainability - Sustainability Reports |
| Any measures combating any kind of corruption including embezzlement and bribery |
Investor Relations - Corporate Governance - Policies - Anti Bribery and Anti-Corruption Policy |
| 4. BOARD OF DIRECTORS-I | |
|---|---|
| 4.2. Activity of the Board of Directors | |
| Date of the last board evaluation conducted | 06.01.2025 |
| Whether the board evaluation was externally facilitated | No |
| Whether all board members released from their duties at the GSM | Yes |
| Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties |
As a result of the division of duties among the members of the Board of Directors elected at the 2024 Extraordinary General Assembly Meeting held on 01.04.2024, it was decided that Ali Cem Kalyoncu will serve as the Chairman, Neval Önen as the Deputy Chairwoman, Kenan Sübekci and Hatice Sevim Oral as the Members, and Murat Kaan Güneri and Murat Ethem Sümer as Independent Members of the Board of Directors. |
| Number of reports presented by internal auditors to the audit committee or any relevant committee to the board |
- |
|---|---|
| Specify the name of the section or page number of the annual report that provides the summary of the review of the effectiveness of internal controls |
Activity Report – Risks and Evaluation by the Board of Directors |
| Name of the Chairman | Ali Cem Kalyoncu |
| Name of the CEO | Ali Cem Kalyoncu |
| If the CEO and Chair functions are combined: provide the link to the relevant PDP announcement providing the rationale for such combined roles |
www.kap.org.tr/en/Bildirim/1265114 |
| Link to the PDP notification stating that any damage that may be caused by the members of the board of directors during the discharge of their duties is insured for an amount exceeding 25% of the company's capital |
www.kap.org.tr/tr/Bildirim/1340105 |
| The name of the section on the corporate website that demonstrates current diversity policy targeting women directors |
Investor Relations - Corporate Governance - Policies - Working Principles and Code of Conduct |
| The number and ratio of female directors within the Board of Directors | %33 |
| Composition of Board of Directors | |||||||
|---|---|---|---|---|---|---|---|
| Name, Surname of Board Member |
Whether Executive Director Or Not |
Whether Independent Director Or Not |
The First Election Date To Board |
Link To PDP Notification That Includes The Independency Declaration |
Whether the Independent Director Considered By The Nomination Committee |
Whether She/He is the Director Who Ceased to Satisfy The Independence or Not |
Whether The Director Has At Least 5 Years' Experience On Audit, Accounting And/Or Finance Or Not |
| Ali Cem Kalyoncu Executive | Not independent director |
16/11/2011 | Not applicable |
Not applicable |
No | ||
| Neval Önen | Executive | Not independent director |
10/04/2013 | Not applicable |
Not applicable |
No | |
| Kenan Sübekci | Non Executive |
Not independent director |
02/01/2012 | Not applicable |
Not applicable |
No | |
| Hatice Sevim Oral | Executive | Not independent director |
10/04/2013 | Not applicable |
Not applicable |
Yes | |
| Murat Kaan Güneri | Non Executive |
Independent director |
01/03/2024 | www.kap.org.tr/en/Bildirim/1253698 | Considered | No | No |
| Murat Ethem Sümer |
Non Executive |
Independent director |
23/08/2022 | www.kap.org.tr/en/Bildirim/1057861 | Considered | No | Yes |
| 4. BOARD OF DIRECTORS-II | |
|---|---|
| 4.4. Meeting Procedures of the Board of Directors | |
| Number of physical or electronic board meetings in the reporting period | 28 |
| Director average attendance rate at board meetings | %92,4 |
| Whether the board uses an electronic portal to support its work or not | Yes |
| Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter |
In accordance with the working principles of the Board of Directors, utmost care is taken to provide information and documents to the members at least 1 (one) day before the meeting. |
|---|---|
| The name of the section on the corporate website that demonstrates information about the board charter |
Investor Relations - Corporate Governance - Articles of Association Article 9 & Internal Directives Article 3 of the Board of Directors Internal Directive |
| Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors |
It is limited to 5 (five) companies other than the partnership. |
| 4.5. Board Committees | |
| Page numbers or section names of the annual report where information about the board committees is presented |
Number, Structure and Operating Principles of the Committees Established by the Board of Directors |
| Link(s) to the PDP announcement(s) with the board committee charters | www.kap.org.tr/en/Bildirim/1176681 |
| Composition of Board Committees-I | ||||
|---|---|---|---|---|
| Names Of the Board Committees |
Name Of Committees Defined As " Other" In the First Column |
Name Surname of Committee Members |
Whether Committee Chair Or Not |
Whether Board Member Or Not |
| Audit Committee | Murat Ethem Sümer |
Yes | Board Member | |
| Audit Committee | Murat Kaan Güneri |
No | Board Member | |
| Corporate Governance Committee |
Murat Ethem Sümer |
No | Board Member | |
| Corporate Governance Committee |
Murat Kaan Güneri |
Yes | Board Member | |
| Corporate Governance Committee |
Zehra Arslantaşlı |
No | Not Board Member | |
| Committee of Early Detection of Risk |
Murat Ethem Sümer |
Yes | Board Member | |
| Committee of Early Detection of Risk |
Murat Kaan Güneri |
No | Board Member |
| 4. BOARD OF DIRECTORS-III | |
|---|---|
| 4.5. Board Committees-II | |
| Specify where the activities of the audit committee are presented in your | Activity Report - Number, Structure and |
| annual report or website (Page number or section name in the annual | Operating Principles of the Committees |
| report/website) | Established by the Board of Directors |
| Specify where the activities of the corporate governance committee | Activity Report - Number, Structure and |
| are presented in your annual report or website (Page number or section | Operating Principles of the Committees |
| name in the annual report/website) | Established by the Board of Directors |
| Specify where the activities of the nomination committee are | Activity Report - Number, Structure and |
|---|---|
| presented in your annual report or website (Page number or section | Operating Principles of the Committees |
| name in the annual report/website) | Established by the Board of Directors |
| Specify where the activities of the early detection of risk committee | Activity Report - Number, Structure and |
| are presented in your annual report or website (Page number or section | Operating Principles of the Committees |
| name in the annual report/website) | Established by the Board of Directors |
| Specify where the activities of the remuneration committee are | Activity Report - Number, Structure and |
| presented in your annual report or website (Page number or section | Operating Principles of the Committees |
| name in the annual report/website) | Established by the Board of Directors |
| 4.6. Financial Rights | |
| Specify where the operational and financial targets and their | Activity Report - Risk Management, |
| achievement are presented in your annual report (Page number or | Internal Control Mechanism and Evaluation |
| section name in the annual report) | of Strategic Goals |
| Specify the section of website where remuneration policy for executive | Investor Relations - Corporate Governance |
| and non-executive directors are presented. | - Policies - Remuneration Policy |
| Specify where the individual remuneration for board members and | Activity Report - Financial Rights, |
| senior executives are presented in your annual report (Page number or | Remuneration Policy, and Compensation |
| section name in the annual report) | Policy |
| Composition of Board Committees-II | |||||||
|---|---|---|---|---|---|---|---|
| Names Of the Board Committees |
Name of committees defined as "Other" in the first column |
The Percentage of Non executive Directors |
The Percentage of Independent Directors in The Committee |
The Number of Meetings Held in Person or Electronically |
The Number of Reports on Its Activities Submitted to The Board |
||
| Audit Committee | %100 | %100 | 5 | 5 | |||
| Corporate Governance Committee |
%67 | %67 | 4 | 4 | |||
| Committee of Early Detection of Risk |
%100 | %100 | 6 | 6 |
| Compliance Status | Report Information on | |||||
|---|---|---|---|---|---|---|
| Sustainability Compliance Report | Yes | Partial | No | NA | Explanation | Publicly Disclosed Information (Page number, menu name on the website) |
| A. GENERAL PRINCIPLES |
||||||
| A1. Strategy, Policy, and Goals | ||||||
| A1.1. The prioritised environmental, social, and corporate governance (ESG) issues, risks and opportunities have been determined by the Company's Board of Directors. |
X | Sustainability Report > Kafein Sustainability Topics (p.29), Risks and Opportunities (p.16-25) |
||||
| A1.1. The ESG policies (Environmental Policy, Energy Policy, Human Rights and Employee Policy etc.) have been created and disclosed to the public by the Company's Board of Directors. |
X | Website> Investor Relations> Corporate Governance> Policies |
||||
| A1.2. The short and long-term targets set within the scope of ESG policies have been disclosed to the public. |
X | Sustainability Report - Goals and Progress Chart (p.85-86) |
||||
| A2. Implementation/Monitoring | ||||||
| A2.1. The responsible committees and/or business units for the implementation of ESG policies and the senior officials related to ESG issues in the Company and their duties have been identified and disclosed to the public. |
X | Sustainability Report > Sustainability Management and Responsibility (p.25-26) |
||||
| A2.1. The activities carried out within the scope of policies by the responsible committee and/or unit have been reported to the Board of Directors at least once a year. |
X | Website> Investor Relations> Sustainability> Sustainability Reports |
||||
| A2.2. In line with the ESG targets, the implementation and action plans have been formed and disclosed to the public. |
X | Sustainability Report - Kafein Sustainability Strategy (p.28) |
||||
| A2.3. The Key ESG Performance Indicators (KPI) and the level of reaching these indicators have been disclosed to the public on yearly basis. |
X | Sustainability Report - Goals and Progress Chart (p.85-86) |
||||
| A2.4. The activities for improving the sustainability performance of the business processes or products and services have been disclosed to the public. |
X | Sustainability Report > Sustainability Strategy (p.28) |
||||
| A3. Reporting | ||||||
| A3.1. The information about the sustainability performance, targets and actions have been given in annual reports of the Company an understandable, accurate and sufficient manner. |
X | Activity Report Sustainability Principles Compliance Report |
||||
| A3.2. The information about activities which are related to the United Nations (UN) 2030 Sustainable Development Goals have been disclosed to the public. |
X | Sustainability Report - GRI Content Index> SDG Link (p.87- 99) |
||||
| A3.3. The lawsuits filed and/or concluded against the Company about ESG issues which are material in terms of ESG policies and/or will significantly affect the Company's activities, have been disclosed to the public. |
X | Sustainability Report - Compliance with Laws and Regulations> Compliance Indicators (p.83-84) |
||||
| A4. Verification |
| Compliance Status | ||||||
|---|---|---|---|---|---|---|
| Sustainability Compliance Report | Yes | Partial | No | NA | Explanation | Report Information on Publicly Disclosed Information (Page number, menu name on the website) |
| A4.1. The Company's Key ESG Performance metrics have been verified by an independent third party and publicly disclosed. |
X | The Partnership's ESG Key Performance metrics have not been verified by an independent third party. |
- | |||
| ENVIRONMENTAL PRINCIPLES B. |
||||||
| B1. The policies and practices, action plans, environmental management systems (known by the ISO 14001 standard) and programs have been disclosed. |
X | Sustainability Report - Corporate Sustainability Policy (p.32) & International Standards, Initiatives and Certifications (p.74-77) |
||||
| B2. The environmental reports prepared to provide information on environmental management have been disclosed to the public which is including the scope, reporting period, reporting date and limitations about the reporting conditions. |
X | Sustainability Report - About the Report (p.5) |
||||
| B4. The environmental targets within the scope of performance incentive systems which included in the rewarding criteria have been disclosed to the public on the basis of stakeholders (such as members of the Board of Directors, managers, and employees). |
X | The rewarding system is currently performance-based and there are no environmental targets in the rewarding criteria. |
- | |||
| B5. How the prioritised environmental issues have been integrated into business objectives and strategies has been disclosed. |
X | Sustainability Report - Environmental/Ecological Risks and Management (p.20- 22) |
||||
| B7. The way of how environmental issues has been managed and integrated into business objectives and strategies throughout the Company's value chain, including the operational process, suppliers and customers has been disclosed. |
X | Sustainability Report - Sustainability Practices Based on Supply Chain (p.49) |
||||
| B8. Whether the Company have been involved to environmental related organizations and non-governmental organizations' policy making processes and collaborations with these organizations has been disclosed. |
X | Sustainability Report - Collaborations and Memberships (p.77) |
||||
| B9. In the light of environmental indicators ((Greenhouse gas emissions (Scope-1 (Direct), Scope-2 (Energy indirect), Scope-3 (Other indirect), air quality, energy management, water and wastewater management, waste management, biodiversity impacts)), information on environmental impacts are periodically disclosed to the public in a comparable manner. |
X | Sustainability Report - Carbon Footprint (p.38-43) |
||||
| B10. Details of the standard, protocol, methodology, and baseline year used to collect and calculate data has been disclosed. |
X | Sustainability Report - Carbon Footprint: Purpose and Scope, Methodology (p.38-39) |
||||
| B11. The increase or decrease in Company's environmental indicators as of the reporting year has been comparatively disclosed with previous years. |
X | Sustainability Report > Goals and Progress Chart (p.85-86) |
| Compliance Status | Report Information on | |||||
|---|---|---|---|---|---|---|
| Sustainability Compliance Report | Yes | Partial | No | NA | Explanation | Publicly Disclosed Information (Page number, menu name on the website) |
| B12. The short and long-term targets for reducing the environmental impacts have been determined and the progress compared to previous years' targets has been disclosed. |
X | Sustainability Report > Goals and Progress Chart (p.85-86) |
||||
| B13. A strategy to combat the climate crisis has been created and the planned actions have been publicly disclosed. |
X | Website > Investor Relations > Corporate Governance > Policies > Sustainability Policy > Tackling with Climate Crisis |
||||
| B14. The programs/procedures to prevent or minimize the potential negative impact of products and/or services on the environment have been established and disclosed. |
X | Website > Investor Relations > Corporate Governance > Policies > Sustainability Policy |
||||
| B14. The actions to reduce greenhouse gas emissions of third parties (suppliers, subcontractors, dealers, etc.) have been carried out and disclosed. |
X | No action has been taken regarding the greenhouse gas emissions of third parties such as suppliers, subcontractors, dealers, etc. |
Sustainability Report - Sustainability Practices Based on Supply Chain (p.49) |
|||
| B15. The environmental benefits/gains and cost savings of initiatives/projects that aims reducing environmental impacts have been disclosed. |
X | Although the company's energy and environmental friendly software projects aimed at reducing environmental impacts are shared within the report, their benefits/gains and cost savings have not yet been measured quantitatively. |
Sustainability Report - Energy and Environment Friendly Projects (p.36-37) |
|||
| B16. The data related to energy consumption (natural gas, diesel, gasoline, LPG, coal, electricity, heating, cooling, etc.) has been disclosed as Scope-1 and Scope-2. |
X | Sustainability Report - Scope I (Direct Emissions) & Scope II (Indirect Emissions) (p.39) |
||||
| B17. Public disclosure was made about the electricity, heat, steam, and cooling produced in the reporting year. |
X | As a company in the software industry, there is no electricity, heat, steam, or cooling produced within the scope of our operations and activities. |
- | |||
| B18. The studies related to increase the use of renewable energy and transition to zero/low carbon electricity have been conducted and disclosed. |
X | There is no study yet on renewable energy, zero or low carbon electricity transition. |
- | |||
| B19. The renewable energy production and usage data has been publicly disclosed. |
X | There is no renewable energy production or consumption. |
- | |||
| B20. The Company conducted projects about energy efficiency and the amount of reduction on energy consumption and emission achieved through these projects have been disclosed. |
X | Sustainability Report - Reducing Carbon Footprint (p.41-43) & Efforts to Reduce Energy Consumption (p.35- 37) |
| B21. The water consumption, the amount, procedures, and sources of recycled and discharged water from underground or above ground (if any), have been disclosed. |
X | Sustainability Report - Water Management (p.47-48) |
||||
|---|---|---|---|---|---|---|
| B22. The information related to whether Company's operations or activities are included in any carbon pricing system (Emissions Trading System, Cap & Trade or Carbon Tax). |
X | Company's activities are not included in any carbon pricing system. |
- | |||
| Compliance Status | Report Information on | |||||
| Sustainability Compliance Report | Yes | Partial | No | NA | Explanation | Publicly Disclosed Information (Page number, menu name on the website) |
| B23. The information related to accumulated or purchased carbon credits within the reporting period has been disclosed. |
X | No carbon credits accumulated or purchased during the reporting period. |
- | |||
| B24. If carbon pricing is applied within the Company, the details have been disclosed. |
X | There is no Carbon Pricing. | - | |||
| B25. The platforms where the Company discloses its environmental information have been disclosed. |
X | Website> Investor Relations> Sustainability |
||||
| SOCIAL PRINCIPLES C. |
||||||
| C1. Human Rights and Employee Rights | ||||||
| C1.1. The Institutional Human Rights and Employee Rights Policy has been established in the light of the Universal Declaration of Human Rights, ILO Conventions ratified by Turkey and other relevant legislation. The policy and the officials that responsible for the implementation of it have been determined and disclosed. |
X | Website> Investor Relations> Corporate Governance> Policies> Human Resources Policy |
||||
| C1.2. Considering the effects of supply and value chain, fair workforce, improvement of labor standards, women's employment, and inclusion issues (gender, race, religion, language, marital status, ethnic identity, sexual orientation, gender identity, family responsibilities, union activities, political opinion, disability, social and cultural differences, etc., such as non-discrimination) are included in its policy on employee rights. |
X | Website> Investor Relations> Corporate Management> Policies> Working Principles Policy |
||||
| C1.3. The measures taken for the minority rights/equality of opportunity or the ones who are sensitive about certain economic, environmental, social factors (low-income groups, women, etc.) along the supply chain have been disclosed. |
X | Sustainability Report - Preventing Discrimination (p.53) & Diversity and Equal Opportunity (p.52-53) |
||||
| C1.4. The developments regarding preventive and | Sustainability Report - Clear | |||||
| corrective practices against discrimination, inequality, human rights violations, forced and child labor have been disclosed. |
X | Position Against Child Labor and Forced Labor (p.52) |
||||
| C1.5. Investments in employees (education, development policies), compensation, fringe benefits, right to unionize, work/life balance solutions and talent management are included in the employee rights policy. |
X | Sustainability Report - Education Opportunities at Kafein (p.55- 58) & Remuneration Principles and Compensation Policy (p.81- 83) & Freedom of Association and Right to Collective Bargaining (p.64) |
| C1.5. The mechanism for employee complaints and resolution of disputes has been established and related solution processes have been determined. |
X | Sustainability Report - Stakeholder Communication and Notification Mechanisms (p.27) |
||||
|---|---|---|---|---|---|---|
| C1.5. Activities carried out during the reported period to ensure employee satisfaction were disclosed to the public. |
X | Sustainability Report Commitment to Workplace (p.59-60) |
||||
| C1.6. The occupational health and safety policies have been established and disclosed. |
X | Sustainability Report Occupational Health and Safety (p.61-64) |
||||
| Compliance Status | Report Information on Publicly Disclosed |
|||||
| Sustainability Compliance Report | Yes | Partial | No | NA | Explanation | Information (Page number, menu name on the website) |
| C1.6. The measures taken for protecting health, preventing occupational accidents and related statistics have been disclosed. |
X | Sustainability Report Occupational Health and Safety (p.61-64) |
||||
| C1.7. The personal data protection and data security policies have been established and disclosed. |
X | Sustainability Report - Personal Data Protection and Privacy Provisions (p.64-65) |
||||
| C1.8. The ethics policy has been established and disclosed. | X | Website> Investor Relations> Corporate Governance> Policies> Ethical Principles and Conduct Policy |
||||
| C1.9. The studies related to social investment, social responsibility, financial inclusivity, and access to finance have been explained. |
X | Information about donations and aid is shared within the report, but there is no practice in terms of financial inclusivity. |
Sustainability Report - Donations and Aids (p.65) |
|||
| C1.10. The informative meetings and training programs related to ESG policies and practices have been organized for employees. |
X | Kafein Development and Education Portal (edu.kafein.com.tr) |
||||
| C2. Stakeholders, International Standards, and Initiatives | ||||||
| C2.1. The customer satisfaction policy regarding the management and resolution of customer complaints has been prepared and disclosed. |
X | Website> Investor Relations> Corporate Governance> Policies> Quality Policy & Stakeholders Policy |
||||
| C2.2. The information about the communication with stakeholders (which stakeholder, subject and frequency) have been disclosed. |
X | Sustainability Report - Stakeholder Communication and Notification Mechanisms (p.27) |
||||
| C2.3. The international reporting standards that adopted in reporting have been explained. |
X | Sustainability Report - About the Report (p.5) |
||||
| C2.4. The principles adopted regarding sustainability, the signatory or member international organizations, committees and principles have been disclosed. |
X | Sustainability Report - Collaborations and Memberships (p.77) |
||||
| C2.5. The improvements have been made, and studies have been carried out to be included in the Borsa Istanbul sustainability indices and/or international index providers. |
X | Sustainability Report - Corporate Governance Studies (p.84) |
||||
| CORPORATE GOVERNANCE PRINCIPLES D. |
||||||
| D1. The opinions of stakeholders have been sought in the determination of measures and strategies related to sustainability field. |
X | Sustainability Report - Materiality Analysis (p.30) |
| D2. The social responsibility projects, awareness activities and trainings have been carried out to raise awareness |
X | Kafein Development and Education Portal |
||
|---|---|---|---|---|
| about sustainability and its importance. | (edu.kafein.com.tr) |
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.