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ÜLKER BİSKÜVİ SANAYİ A.Ş.

Pre-Annual General Meeting Information Jan 13, 2025

5974_rns_2025-01-13_1e817795-886d-4507-80a6-fdd3bdc23985.html

Pre-Annual General Meeting Information

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Summary Info Registration of Extraordinary General Assembly
Update Notification Flag Yes
Correction Notification Flag No
Postponed Notification Flag No

General Assembly Invitation

General Assembly Type Extraordinary
Decision Date 28.11.2024
General Assembly Date 29.12.2024
General Assembly Time 12:00
Record Date (Deadline For Participation In The General Assembly) 28.12.2024
Country Turkey
City İSTANBUL
District ÜSKÜDAR
Address Kısıklı Mah. Ferah Cad. No:1 B.Çamlıca Üsküdar/İstanbul

Agenda Items

1 - Opening and Election of the Chairmanship of the Meeting

2 - Granting authority for the signing of the General Assembly Meeting Minutes by the Meeting Chairperson.

3 - With respect to the partial demerger process to be discussed under item 4 of the agenda, it is proposed to provide shareholders with information regarding the Examination Right Notice, the Demerger Report, the Demerger Agreement, the Report of the Certified Public Accountant, and the financial statements, in compliance with the provisions of the Turkish Commercial Code No. 6102.

4 - Under item 4 of the agenda, in relation to the partial demerger, it is proposed to inform the shareholders that the right of withdrawal does not apply, in accordance with the Capital Markets Board's Communiqué No. II-23.3 titled 'Principles Governing Significant Transactions and the Right of Withdrawal

5 - Subject to the approval of the Announcement Text by the Capital Markets Board, and in compliance with the provisions of the Turkish Commercial Code, the Corporate Tax Law, the Capital Markets Law, and other relevant regulations, it is proposed that a portion of the foreign subsidiaries of our company, Ülker Bisküvi Sanayi A.Ş., be transferred to Taygeta Gıda Üretim ve Pazarlama A.Ş., in a manner that does not disrupt the integrity of the business. This transfer will take place through a demerger model based on a simplified procedure, with Taygeta Gıda Üretim ve Pazarlama A.Ş. wholly owned by our company. The Demerger Report and Demerger Agreement, dated 18/11 /2024, prepared in relation to this partial demerger, shall be read and approved, and the proposal of the Board of Directors regarding the partial demerger through the simplified procedure shall be discussed and approved.

6 - Closing

Corporate Actions Involved In Agenda

Demerger

General Assembly Results

Was The General Assembly Meeting Executed? Yes
General Assembly Results The extraordinary general assembly meeting of our company was held on 29.12.2024, and the minutes of the meeting and the list of attendees are attached

Decisions Regarding Corporate Actions

Demerger Accepted

General Assembly Registry

Were The Minutes Registered? Yes
Date of Registry 13.01.2025

General Assembly Result Documents

Appendix: 1 Ülker Büsküvi- Tutanak.pdf - Minute
Appendix: 2 Ülker Büsküvi- Meeting Minutes.pdf - Minute
Appendix: 3 Hazirun.pdf - List of Attendants
Appendix: 4 List of the Attendees.pdf - List of Attendants

Additional Explanations

The registration of extraordinary general assembly meeting of our company has been completed.

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