Interim / Quarterly Report • Nov 11, 2024
Interim / Quarterly Report
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1000 YATIRIMLAR HOLDİNG ANONİM ŞİRKETİ JANUARY 1–SEPTEMBER 30 2024 INTERIM ACTIVITY REPORT
| I. GENERAL INFORMATION |
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|---|---|---|---|
| Report Period | : 01.01.2024-30.09.2024 | ||
| Company Information | |||
| Trade Name | : 1000 Yatırımlar Holding Anonim Şirketi | ||
| Date of Establishment | : 28.03.2022 | ||
| Field of Activity Company Address |
: The Company was established in order to ensure the establishment of various companies for investment purposes or to participate in their capital and to increase the success of the companies it has established, participated in their capital or otherwise participated in their management in order to increase their success in their fields of activity and to manage them more profitably, efficiently and in accordance with the conditions of the day. : Yamanevler Mah. Sanayi Cad. A Blok No: 56 İ ç Kapı No: 5 |
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| Ü mraniye / İ STANBÜL | |||
| Trade Registry Center | : İ stanbul/371208-5 | ||
| Web Address | : https://www.1000.com.tr | ||
| Mersis | : 0001227067800001 |
1000 Yatırımlar Holding Anonim Şirketi ("the Company") was established after being registered in the Turkish Trade Registry Gazette dated 28.03.2022 and issue numbered 10546. The Company's field of activity is to participate in the capital management of established and/or to be established companies, to take responsibility for the financing, organization and management of their investments, to increase the security of investments against possible economic fluctuations and to contribute to the commercial, industrial and financial initiatives of the relevant companies in a healthy manner in accordance with the requirements of the national economy.
The shareholding structure of the Company goes as follows:
| Name-Surmamae/ Company Title of the Partner |
Share Group | Share in Capital (TL) |
Share in Capital (%) | Voting Rights Rate (%) |
|
|---|---|---|---|---|---|
| Üsame ERDOĞAN | A | 2.080.000 | 4,42 | 21,02 | |
| B | 6.207.500 | 13,21 | |||
| Hüseyin Ardan KÜÇÜK | A | 880.000 | 1,87 | ||
| B | 2.626.250 | 5,59 | 8,89 | ||
| Haris POJATA | A | 880.000 | 1,87 | 8,89 | |
| B | 2.626.250 | 5,59 | |||
| Mustafa Saim BİRPINAR | A | 2.080.000 | 4,42 | 21,02 | |
| B | 6.207.500 | 13,21 | |||
| Kadir Can ABDİK | A | 2.080.000 | 4,42 | ||
| B | 6.207.500 | 13,21 | 21,02 | ||
| Lydia Yatırım Holding Anonim Şirketi (*) | B | 5.625.000 | 11,97 | 7,12 | |
| Halka Açık Kısım | B | 9.500.000 | 20,22 | 12,04 | |
| TOTAL | 47.000.000 | 100 | 100 |
(*) EC Yatırımlar Holding A.Ş has merged with Lydia Yatırım Holding A.Ş. and transferred all of its tangible and monetary rights pursuant to the resolution of the Üsküdar 12th Notary Office dated 12.09.2024 and numbered 19811.
As a result of the registration application made to the Trade Registry Office for the amendment of Article 6 titled "Capital" of the Company's Articles of Association, the relevant registration was realized on 18.03.2024. The Company's capital was increased from 40.000.000 TL to 47.000.000 TL and a total of 9.500.000 TL nominal value shares were offered to the public, consisting of 7.000.000 TL nominal value shares and 2.500.000 TL nominal value shares owned by existing shareholders.
The issued capital of the Company is divided into 47.000.000 shares with a nominal value of TL 1.00 TL each. Of these, 8.000.000 are registered Group A shares and 39.000.000 are bearer Group B shares. Group A shares have the privilege to nominate candidates for the Board of Directors("Board") and to vote at the General Assembly. Group B shares do not have voting privileges.
As of the reporting period, the average number of personnel of the Company is 29 (31.12.2023: 12). The average number of personnel working in the Company's financial investments is 545 (31.12.2023: 585).
Following the public offering of the Company, the first Ordinary General Assembly meeting was held on 30.07.2024. At the 30.07.2024 Ordinary General Assembly meeting, it was resolved that the Board of the Company shall consist of 8 (eight) members in total, including 3 (three) independent members of the Board and 5 (five) members of the Board for a term of 3 (three) years.
Üpon the determination of the number of members of the Board by the General Assembly, the dismissal of Board Members Ü same Erdog an, Hu seyin Ardan Ku çu k, Haris Pojata, Mustafa Saim Birpınar and Kadir Can Abdik from the Board as of 30.07.2024, the date of the General Assembly meeting, was approved at the Ordinary General Assembly meeting in order to make a new election for the Board including independent members after the public offering and to equalize the terms of office of the Board Members.
With the voting held afterwards, the members of the Board were elected,
With the decision taken at the Board meeting dated 30.07.2024, it was decided to elect Ü same Erdog an as the Chairman of the Board and Hu seyin Ardan Ku çu k as the Vice Chairman of the Board.
30.07.2024 dated Ordinary General Assembly and Board decision was registered by the İstanbul Trade Registry Office on 08.08.2024 and published in the Turkish Trade Registry Gazette dated 08.08.2024 and issue numbered 11139.
Members of the Board
| Name Surname | Duty | Date of First Election to the Board | |
|---|---|---|---|
| Üsame ERDOG AN | Chairman of the Board | 28.03.2022 | |
| Hüseyin Ardan KÜÇÜK | Vice Chairman of the Board |
28.03.2022 | |
| Mustafa Saim BİRPİNAR | Board Member | 28.03.2022 | |
| Haris POJATA | Board Member | 28.03.2022 | |
| Kadir Can ABDİK | Board Member | 28.03.2022 | |
| Emine Canbolat (**) | İndependent Board Member | 30.07.2024 | |
| Eyu p Şişman (**) | İndependent Board Member | 30.07.2024 | |
| Osman Dinçbaş (**) | İndependent Board Member | 30.07.2024 |
In 2013, he graduated from Kartal Anatolian Imam Hatip High School. In 2018, after graduating from İstanbul Şehir Üniversity Department of Political Science and İnternational Relations, he started Banking and Finance Master's Program in Bahçeşehir Üniversity with Thesis in 2020, and graduated by completing his thesis in 2023. Üsame Erdoğan is the Chairman of the Board of the Company since 2022. Üsame Erdoğan, who is also the Chairman of the Board in different companies, also works in various non-governmental organizations.
While studying at the Austrian High School Education Foundation (ALEV) High School, he continued his education at Horn Gymnasium in Austria. After returning to Istanbul, he graduated from Bilgi Üniversity Electrical and Electronics Engineering in 2019. Hüseyin Ardan Küçük started his career as an intern project engineer at BERG, the distributor of Eaton and Westinghouse in Turkey, during his university years. Hüseyin Ardan Küçük is the Vice Chairman of the Board of the Company since 2022. Hüseyin Ardan Küçük also serves as Vice Chairman of the Board and Board Member in various companies.
İn 2014, after graduating from Üsküdar American High School, he started studying at Koç University as a result of his success in the university entrance exam in 2014. In 2018, he graduated from Koç Üniversity Faculty of Law. Birpınar completed his master's degree in Capital Markets and Commercial Law at Bahçeşehir Üniversity Graduate Education Institute. He is currently pursuing her PhD in private law at Yeditepe Üniversity. Birpınar, who speaks 2 foreign languages, English and French, and is a member of Istanbul Bar Association No. 2, is actively practicing law at Birpınar & Küçük Law Firm, which he founded. Mustafa Saim Birpınar, who serves as a Board Member at the Company sinde 2022, also serves as a Board Member in various companies.
In 2012, he graduated from the Department of Chemistry at Second Gymnasium Sarajevo. In 2016, he graduated from the Department of Entrepreneurship at Yeditepe University with first place. During his undergraduate education, he worked as an assistant for a year. He has a master's degree in Banking and Finance. In 2021, he started to study again at Yeditepe University for his doctorate in finance. In 2016, he founded Istanbul International Real Estate Agency. He serves as a Board Member at the Company since 2022. Haris Pojata, who is also the Chairman of the Board in other Group Companies, also serves as Vice Chairman of the Board and Board Member in various companies.
Kadir Can Abdik graduated from Şişli Terakki High School in 2014 and completed his prep school at Bellerbys College. After studying the first year of his undergraduate education at Coventry University London, he graduated from the Department of Business Administration at the University of Roehampton. In 2021, he completed his master's degree in Law at the University of Law. Kadir Can Abdik, who serves as the Board Member at the Company since 2022, is also the General Manager. Kadir Can Abdik also serves as a Board Member in various companies.
In 1985, she completed her high school education at Çankırı- Eskipazar High School. In 1990, she graduated from Istanbul University Faculty of Law. In 1992, she registered to the Istanbul Bar Association after her intership as a lawyer. Between 1993-1994, she worked as a lawyer at Özcan Attorney Office. She continues to work as a lawyer and consultant in Canbolat&Canbolat Attorney & Consultancy Office, which she founded in 1995, and continues to provide consultancy and training services to companies in the field of Labor Law. Between 2004-2005, she served as a Board Member and Vice Chairman of Altunizade Sağlık Hizmetleri Sanayi Ticaret Anonim Şirketi. Since 2004, she is a Trademark Attorney registered in the Turkish Patent Institute Trademark Registry. She served as Edirne Natural Heritage Commission Member between 2012-2013 and Izmir Natural Heritage Commission Chairman between 2018-2020. Since 2013, she has also been working as an Account Expert in the courts. Since 2016, she has been working as an Expert Mediator in the fields of Labor Law and Commercial Law, registered in the mediation registry of the Republic of Turkey Ministry of Justice - Mediation Department. Since 2018, she continues to provide Mediation Theoretical and Practical Trainings at various universities. She is one of the founders of the Turkish World Mediators Association.
He completed his high school education at Haydarpaşa Vocational High School. İn 2001, he graduated from Ege University, Department of Civil Engineering. In 2016, he completed his PhD program in Civil Engineering at Yıldız Technical Üniversity. Between 2005-2017, he worked in Mining Metallurgy Engineering and Construction companies affiliated to OYAK group. Afterwards, he worked as a faculty member at Istanbul Medipol University between 2017 and 2022. At the same time, he was the Director of the Climate Change Research Application and Research Center within the university for a while. Since 2022, he has been a faculty member at Yıldız Technical Üniversity, Department of Civil Engineering. He has published more than thirty articles and papers in national and international scientific journals and congresses in the last five years. He is married and has one child.
Osman Dinçbaş completed his high school education at Kadıköy Anatolian High School in 1979. İn 1984, he graduated from Boğaziçi Üniversity, Faculty of Administrative Sciences. Following his graduation, Mr. Dinçbaş started working as an audit assistant at Arthur Young's Istanbul Office in 1987 and worked at the Company's offices in the USA for a total of three years. After returning to Turkey, he worked as Manager, Senior Manager, Partner, Head of Consulting Services, C.O.O. and Country Head at Ernst & Young. He also served as a board member of Ernst&Young Southeast Asia Region between 2000-2012.
After 2012, Osman Dinçbaş established his own consulting company and until 2018, he provided both investment support and strategic management support to "start-up" companies and entrepreneurs, and continued to provide strategic risk consultancy, risk management and internal control consultancy services to various local and foreign companies.
In 2018, Osman Dinçbaş, who served as an independent member of the board of directors at Avivasa, Ak Sigorta and Carrefoursa companies, was appointed as the Deputy Minister of Treasury and Finance of the Republic of Turkey in September 2018 and continued in this position until January 2021. During the same period, Osman Dinçbaş has also served as an independent member of the board of directors at.Petkim Petrokimya A.Ş.
The Chairman and Members of the Board shall have the duties and authorities specified in the relevant articles of the Turkish Commercial Code and the Company's Articles of Association. The members of the Board are elected within the framework of the provisions of the Company's Articles of Association in accordance with the Turkish Commercial Code and related regulations.
Article 9 of the Articles of Association titled "Meetings of the Board" is as follows:
"The Board convene as and when required by the Company's business and transactions. Meetings of the Board may be held at the Company's headquarters or, if the majority of the Board agrees, at a suitable location to be determined within or outside Turkey. The members may attend the meetings of the Board physically, or they may attend these meetings electronically in accordance with Article 1527 of the TCC. Pursuant to the provisions of the Communique on the Meetings to be held in Electronic Environment in Commercial Companies other than the General Assemblies of Joint Stock Companies, the Company may establish an Electronic Meeting System that will enable the right holders to participate and vote in these meetings electronically, or may purchase services from systems created for this purpose. İn the meetings to be held, it is ensured that the right holders can exercise their rights specified in the relevant legislation within the framework specified in the provisions of the Communique through the system established in accordance with this provision of the Company's Articles of Association or through the system from which support services will be purchased.
İn the event that none of the members request a meeting to be held, the Board resolutions may also be made by obtaining the written approval of at least the majority of the total number of members to the proposal made by one of the members of the Board on a specific issue and written in the form of a resolution. İt is a condition for the validity of the decision to be taken in this way that the same proposal is made to all members of the Board. The approvals do not have to be on the same paper; however, it is necessary for the validity of the resolution that all of the papers containing the approval signatures are affixed to the decision book of the Board or converted into a resolution containing the signatures of the acceptors and entered into the decision book.
The relevant provisions of the Articles of Association, the Turkish Commercial Code and the capital markets legislation shall apply to matters such as the meeting format, agenda, invitation to the meeting, voting, meeting and decision quorums of the Board."
No different opinions were expressed by the members of the Board against the decisions taken at the Company's Board meetings during the reporting period. Significant decisions regarding issues that need to be disclosed to the public were disclosed to the public immediately after the meeting.
The Board adopted 23 resolutions as of 01.01.2024-30.09.2024. Members of the Board attended the meetings regularly.
The General Manager of the Company is Kadir Can ABDİ K; there has been no change during the reporting period.
At the 2023 Ordinary General Assembly Meeting held on 30.07.2024, the members of the Board were authorized to carry out transactions within the framework of the relevant articles of the TCC for the year 2024. There is no activity carried out within this scope.
With the decision of the Board dated 30.07.2024;
Pursuant to Article 4.5 of the Corporate Governance Principles annexed to the Capital Markets Board's Corporate Governance Communique No. İİ-17.1, to establish the "Audit Committee", the "Early Detection of Risk Committee" and the "Corporate Governance Committee" to ensure that the Board fulfills its duties and responsibilities in a healthy manner,
a) Regarding the Audit Committee;
b) Regarding the Early Detection of Risk Committee;
c) Regarding the Corporate Governance Committee;
İt has been decided that the duties of the Nomination Committee and the Remuneration Committee, which are determined by the legislation, will be fulfilled by the Corporate Governance Committee.
On 30.07.2024, the working principles of the "Audit Committee", "Early Detection of Risk Committee" and "Corporate Governance Committee" were disclosed on PDP with the decision regarding the committee members.
Company Committees and Members
| Committee Name |
Name and Surname of the Committee Member |
Duty on the Committee |
Whether s/he is an Independent Board Member or not |
|---|---|---|---|
| Audit Committee |
Osman Dİ NÇBAŞ | Chairman of the Committee |
İndependent Board Member |
| Eyu p Şİ ŞMAN | Member of the Committee |
İndependent Board Member | |
| Early Detection |
Osman Dİ NÇBAŞ | Chairman of the Committee |
İndependent Board Member |
| of Risk Committee |
Emine CANBOLAT | Member of the Committee |
İndependent Board Member |
| Corporate | Emine CANBOLAT | Chairwoman of the Committee |
İndependent Board Member |
| Governance Committee |
Eyu p Şİ ŞMAN | Member of the Committee |
İndependent Board Member |
| Sema PEKKANLİ TEZEL | Member of the Committee |
Not an İndependent Board Member |
At the 2023 Ordinary General Assembly meeting held on 30.07.2024, it was unanimously approved by the voting participants that as of 01.08.2024, the İndependent Board Members will be paid 2 times the monthly net minimum wage as attendance fee and the other Board Members will be paid 10 times the monthly net minimum wage as attendence fee.
For the period 01.01.2024-30.09.2024, the total amount of financial rights and other payments provided to senior executives is 7.535.902 TL. (31.12.2023: 10.359.421 TL)
Company employees are subject to the Social Security and General Health İnsurance Law No. 5510 in terms of social security and Labor Law No. 4857 in terms of labor law. Personal rights are determined according to the service contracts signed between the employees. There is no Collective Agreement in the Company. Employees are classified as blue collar and white collar.
After the public offering of the Company's shares, the amendment to the Articles of Association, which was realized within the scope of subparagraph 25/1, ç of the Equity Communique No. Vİİ-128.1, regarding the increase of the issued capital from TL 40.000.000 TL to 47.000.000 TL within the registered capital ceiling of 62.500.000 TL was published in the Turkish Trade Registry Gazette dated 18.03.2024 and issue numbered 11045.
During the period 01.01.2024-30.09.2024, Research and Development activities were mainly carried out by Algoritma Donanım ve Yazılım Anonim Şirketi, one of the Company's investments.
The Company's overall strategy is to invest in venture companies in different areas such as transportation, software and energy that offer growth opportunities, to exit investments at the right time with the right exit model, and to strive to achieve maximum value when exiting. İn accordance with the Articles of Association, the investments that the Company has already realized in order to provide investment management services are summarized in the table below:
| Company title | Place of Establishment |
Field of Activity | Date of Acquirement |
1000 Yatırımlar Share Rate (%) |
|---|---|---|---|---|
| Bin Ülaşım ve Akıllı Şehir Teknolojileri Anonim Şirketi (BinBin) |
Türkiye | Micromobility | 31.03.2022 | 75,223 (*) |
| Algoritma Donanım ve Yazılım Anonim Şirketi |
Türkiye | Software | 13.06.2022 | 100 |
| Meta Mobilite Enerji Anonim Şirketi (Q Charge) |
Türkiye | Charging Station | 06.05.2022 25.05.2023 22.08.2023 |
92 |
| Altay Yenilenebilir Enerji Üretim ve Depolama Anonim Şirketi |
Türkiye | Energy | 5.12.2022 | 100 |
| Go Sharing B.V. | The Netherlands |
Micromobility | 23.02.2023 | 100 |
| 1000 Ödeme Hizmetleri ve Elektronik Para Anonim Şirketi |
Türkiye | Technology | 13.12.2023 | 100 |
| 4B Mühendislik İnşaat Enerji A.Ş. |
Türkiye | Engineering | 18.10.2023 | 100 |
| İstanbul Dijital Taksi Üygulamaları Turizm Sanayi ve Ticaret A.Ş. |
Türkiye | Technology | 21.02.2024 | 100 |
| Cyprus Binbin Micromobility Limited |
Cyprus | Micromobility | 23.09.2022 | 5 |
| Finq Teknoloji ve İnovasyon Sanayi Ticaret Anonim Şirketi |
Türkiye | Toy | 18.05.2023 | 1 |
| Yeşil Kalkınma Vakfı | Türkiye | Ecological Policies | 12.03.2024 | 100 |
(*) Bin Ulaşım ve Akıllı Şehir Teknolojileri Anonim Şirketi has been approved and there has been a change in the shares of our Company participating in the with the start of trading on Borsa Istanbul on 09.10.2024.
With the decision of the Board of 1000 Yatırımlar Holding A.Ş. dated 14.06.2024, in relation to the purchase of shares of Üfuk Yatırım Yo netim ve Gayrimenkul Anonim Şirketi; regarding the purchase of 4.357.964.210 shares with a nominal value of TL 43.579.642,1 from the shares owned by Yıldız Holding A.Ş. ("Seller") in the capital of Üfuk Yatırım Yo netim ve Gayrimenkul Anonim Şirketi ("Üfuk Yatırım"), the Seller and our Company and other buyers Milpa Ticari Ve Sınai Ü ru nler Pazarlama Sanayi Ve Ticaret A.Ş, MYK2 Enerji Elektrik İ nşaat Taahhu t Sanayi ve Ticaret A.Ş., Bulls Yatırım Holding A.Ş., Bulls Yatırım Menkul Deg erler A.Ş, and Re -Pie Portfo y Yo netimi Anonim Şirketi (on behalf of Private Portfolio Management Service Provided Clients) ("Buyers") (the "Agreement") was signed on 14.06.2024, and with the Share Purchase and Sale Agreement, our Company will purchase 130.738.926 shares with a nominal value of 1.307.389,26 TL, of the shares owned by the Seller in the capital of Üfuk Yatırım. 926 shares with a nominal value of 1.307.389,26 TL, subject to certain adjustments stipulated in the Share Purchase and Sale Agreement, for a consideration of ÜSD 1.440.000, and in the event that the conditions and closing conditions stipulated in the Share Purchase and Sale Agreement are fulfilled, the transaction will be completed and the share transfer and closing transactions will be realized.
Established in 2019, BinBin started its activities at Yıldız Technical Üniversity Technopark and produces micromobility technologies to provide environmentally friendly and practical transportation solutions. İt is the first Turkish company to expand abroad in the field of micromobility. İt serves in 17 cities and 5 countries.
BinBin Albania Mobility SHPK, a subsidiary of BinBin, completed the necessary negotiations with Tirana Municipality and started a shared electric scooter rental operation in Tirana.
While offering vehicles using technology developed with domestic software and engineering to the global market, BinBin creates alternative solutions for both a sustainable world and comfortable transportation. BinBin offers rational solutions to the transportation problems of growing cities. BinBin derives its strength from its commitment to innovation and continuous development principles.
BinBin has been GPTW (Great Place to Work - Best Employer) certified since February 2024; Great Place To Work® Certification globally recognizes organizations with exceptional employee experience. The certification program consists of a powerful two-step analysis process that sheds light on employees' experience and culture of trust within the organization. By demonstrating global standards based on employee feedback with a process-independent analysis structure, it helps job seekers distinguish which companies offer a truly great company culture. This certification provides global recognition and research-backed validation of organizations with great employee experiences, giving employers an advantage in the hiring process.
Regarding BinBin's electric scooter activities; According to the Electric Scooter Regulation, ÜKOME is the authority to apply to operate in any province, and provincial or district local governments are not involved in any permission process within the scope of the relevant regulation.
BinBin signed a cooperation agreement with Niocycle Technologies Corporation, which specializes in sustainable recycling solutions. The cooperation aims to significantly reduce environmental impact by ensuring sustainability and recycling.
Credit rating agency DRC Rating Services A.Ş. has assigned Bin Ülaşım ve Akıllı Şehir Teknolojileri A.Ş.'s Long Term National Credit Rating "TR AA", Short Term National Credit Rating "TR A-1" and Stable outlook.
The capital of Bin Ülaşım ve Akıllı Şehir Teknolojileri Anonim Şirketi was increased from 6.609.387,00 Turkish Liras to 75.000.000,00 Turkish Liras and the related change was announced in the Turkish Trade Registry Gazette dated 02.01.2024 and issue numbered 10991. Subsequently, the capital of Bin Ülaşım ve Akıllı Şehir Teknolojileri Anonim Şirketi was increased from 75.000.000 TL to 100.000.000 TL, published in the Turkish Trade Registry Gazette dated 11.07.2024 and issue numbered 11120.
Bin Ülaşım ve Akıllı Şehir Teknolojileri Anonim Şirketi's transition to the registered capital system and initial public offering preparations have been initiated. 1.000.000.000 TL Registered Capital Ceiling was approved by the Capital Markets Board. İt was announced on the PDP on 08.07.2024 that it applied to the Capital Markets Board for a public offering.
In the Capital Markets Board's weekly bulletin dated September 25, 2024 and numbered 2024/49; it was published that initial public offering application of Bin Ülaşım ve Akıllı Şehir Teknolojileri Anonim Şirketi, has been approved. The public offering will be carried out both through capital increase and shareholder's sales. Bin Ülaşım ve Akıllı Şehir Teknolojileri Anonim Şirketi will issue Group B shares with a nominal value of 12.000.000 TL in total, increasing the issued capital from 100.000.000 TL to 112.000.000 TL. Group B shares with a nominal value of 5.000.000 TL in total, consisting of Group B shares with a nominal value of 4.750.000 TL held by our Company, Group B shares with a nominal value of 225.000 TL held by Re-Pie Portföy Yönetimi AŞ BİNBİN Girişim Sermayesi Yatırım Fonu and Group B shares with a nominal value of 25.000 TL held by Re-Pie Portföy Yönetimi AŞ Altun Capital Girişim Sermayesi Yatırım Fonu, will be subject to initial public offering via shareholder's sales. Demand collection procedures for the initial public offering of the shares of Bin Ülaşım ve Akıllı Şehir Teknolojileri Anonim Şirketi were held between October 3-4, 2024. Shares with a nominal value of 1 TL were offered for sale at a fixed price of 91,85 TL. All of the shares with a nominal value of 17.000.000 TL offered to the public were sold. The total initial public offering size was realized as 1.561.450.000 TL.
According to the data shared by Borsa Istanbul, based on the total unfiltered data, 281,468 orders were received for 23,873,972 shares with a nominal value of 2.192,824,328,20 TL, corresponding to 1.40 times the number offered for sale.
17.000.000 TL nominal valued shares offered to public will start trading on 09/10/2024 on BIST Stars at 91,85 TL base price, with the method of continious trading and with ticker of "BINBN.E".
Algoritma Donanım ve Yazılım Anonim Şirketi was registered with the İstanbul Trade Registry Directorate on 13.06.2022 with the registration number 386550-5 in order to meet the needs related to hardware and software in the main fields of activity of our investments within the company. Algoritma Donanım ve Yazılım Anonim Şirketi, with its expert staff, has reached the capacity to meet the various, advanced hardware and software needs of the companies within 1000 Yatırımlar Holding A.Ş. from a single source, quickly, effectively and with high technology.
Algoritma Donanım ve Yazılım Anonim Şirketi has become capable of offering and selling the software infrastructures it has developed as white-label solutions in the domestic and international markets.
İn the near future, Algoritma Donanım ve Yazılım Anonim Şirketi aims to produce SaaS (software as a service) solutions and engage in foreign currency generating activities, especially in the fields of cyber security, financial technologies and artificial intelligence.
İn 2024, the capital of Algoritma Donanım ve Yazılım Anonim Şirketi was increased from 200.000 Turkish Liras to 5.000.000 Turkish Liras.
Meta Mobilite Enerji Anonim Şirketi was established for the purpose of investing in electric vehicle charging stations and was registered with the İstanbul Trade Registry Directorate on 06.05.2022 with the registration number 378449-5 and started its activities.
Q Charge aims to become one of the leading companies in Turkey in its field with the widespread use of electric vehicles. Q Charge aims to keep customer satisfaction at the highest level with technical support, regular maintenance and quality services in the charging infrastructure for electric vehicles.
The Company follows a strategy focused on customer satisfaction and income diversity in the positioning of charging stations. While preferring locations where customers can meet their different needs, it also aims to be easily accessible points on city centers and main roads. This approach enhances the Company's competitive edge by enriching the customer experience through operational diversity and easy accessibility.
With its customer-oriented business model and innovative approach, the Company aims to meet the expectations of electric vehicle users and strengthen its position in the sector.
Altay Yenilenebilir Enerji Ü retim ve Depolama Anonim Şirketi ("Altay Enerji") was registered with the İstanbul Trade Registry Office with the registration number 425973-5 in order to contribute to the realization of the Group's goal of becoming carbon neutral in line with its strategy.
The company, which is planned to continue its activities on renewable energy generation and storage, will operate with zero fuel cost by using solar energy, which is a renewable energy source, and will convert solar energy into electrical energy, and will serve both the fight against climate change throughout the country and the sustainability vision of all group companies. Applications have been made and it is not in active operation.
İn 2024, the capital of Altay Yenilenebilir Enerji Ü retim ve Depolama Anonim Şirketi was increased from 7.000.000 TL to 30.000.000 TL.
Go Sharing B.V. was established in the Netherlands on 20.12.2019 with the registration number 76717321. All shares of the company were acquired on 23.02.2023. Go Sharing B.V. offers flexible multi-model rental activities according to the needs of consumers, including electric bicycles and electric mopeds, both individual and corporate. Go Sharing B.V., which supports the environmentally friendly sharing economy, actively carries out its operations in various European countries.
Go Sharing B.V. has signed a cooperation agreement with Niocycle Technologies Corporation, which specializes in sustainable recycling solutions. The cooperation aims to significantly reduce environmental impact by ensuring sustainability and recycling.
1000 Finansal Teknolojiler A.Ş. was established on 13.12.2023 to operate in the field of financial technologies within the Company. A preliminary application was made to the Central Bank of the Republic of Turkey and the preliminary application approval was received from the Central Bank of the Republic of Turkey ("CBRT") on 15.02.2024. On 03.04.2024, information on the title change was published in the Turkish Trade Registry Gazette dated 03.04.2024 and numbered 11057. The new title of the Company is 1000 Ödeme Hizmetleri ve Elektronik Para A.Ş. and the brand name of the Company is determined as "1000 Pay". On 22.04.2024, an application was made to the CBRT for the intelligence review phase and the written approval of the CBRT is awaited. After the approval of the CBRT, 1000pay will apply to the CBRT for the Final Approval Phase within the scope of Article 11 of the Law No. 6493, Payment Services and Electronic Money Issuance and Regulation on Payment Service Providers.
Pursuant to the Law No. 6493 on Payment and Securities Settlement Systems, Payment Services and Electronic Money Institutions and related legislation, 1000 Pay will provide payment and electronic money issuance services within the scope of subparagraphs (a), (b), (c), (ç), (e), (f), (g) in Article 12 of the Law and Article 18 of the Law, if an activity permit is granted by the CBRT.
Acquired in 2023, 4B operates in the sector of engineering and consultancy activities for other projects.
İstanbul Dijital Taksi Üygulamaları Turizm Sanayi ve Ticaret A.Ş. was established by İstanbul Chamber of Automobile Tradesmen on 01.07.2021 by registering with İstanbul Trade Registry Directorate with the registration number 316516-5. All shares of the company were acquired on 12.02.2024. The main activity of the Company is to develop commercial software. The Company has a commercial software called "Taksim", which is a local taxi hailing application developed for residents of İstanbul. The Taksim application has an "Electronic Transportation Management License" issued by the İstanbul Metropolitan Municipality pursuant to the ÜKOME decision dated 25.05.2017 and numbered 2017/4-6.
Taksim app brings taxi drivers and passengers together digitally. İt serves as a way for passengers to hail a taxi through the app and for drivers to generate leads. Taksim's goal is to create integrated, sustainable and safe technological solutions to transportation problems in big cities. Taksim aims to make transportation safer and more accessible in the bustling and busy traffic of İstanbul.
Taksim strives to provide innovative and reliable service to taxi drivers and passengers in İstanbul.
Transactions with related parties are disclosed in footnote 3 of our Capital Markets Board ("CMB") report for the period 01.01.2024-30.09.2024.
There is no repurchase program announced by the Company and therefore no shares have been acquired by the Company.
At the 2023 Ordinary General Assembly Meeting held on 30.07.2024, the matter of appointing Eren Bag ımsız Denetim A.Ş. as the independent auditor to audit the financial reports of the Company for the fiscal year 2024 in accordance with the principles set out in the Turkish Commercial Code No. 6102 and the Capital Markets Law No. 6362 and to carry out other activities specified in the relevant regulations in these laws was submitted to the approval of the General Assembly and approved. The 2023 Ordinary General Assembly Resolution was registered on 08.08.2024 and published in the Turkish Trade Registry Gazette dated 08.08.2024 and issue numbered 11139.
The Company's İndependent Audit activities for 2024 are carried out by Eren Bag ımsız Denetim A.Ş. and Full Certification Audit activities are carried out by Üniversal Partners Ticaret A.Ş. İn 2024, there was no public audit.
There are no lawsuits filed against the Company.
7- Information on Legislative Changes that may have a Significant Impact on Company Activities:
There are no legislative changes that may significantly affect the Company's operations.
8- Explanations on administrative or judicial sanctions imposed on the company and members of the management body due to practices contrary to the provisions of the legislation
There is none.
9-Information and assessments on whether the targets set in the previous periods were achieved, whether the resolutions of the General Assembly were fulfilled, and if the targets were not achieved or the resolutions were not fulfilled, information and assessments on the reasons thereof:
The Company's shares were first listed on Borsa İstanbul in 2023. Following the commencement of trading on the stock exchange, the first General Assembly of the Company was held on 30.07.2024. 2023 Ordinary General Assembly resolutions were registered on 08.08.2024, published in the Turkish Trade Registry Gazette dated 08.08.2024 and issue numbered 11139 and executed.
10- If an extraordinary General Assembly meeting was held during the year, information on the extraordinary General Assembly meeting, including the date of the meeting, the resolutions adopted at the meeting and the actions taken in relation thereto:
No extraordinary General Assembly meeting was held in the Company in 2024.
Total amount of aid and donations made in the period 01.01.2024-30.09.2024 was 100.000TL.
There is none.
Financial Tables are prepared in accordance with CMB Series İİ, No: 14.1. Our CMB report for the period 01.01.2024-30.09.2024 contains details.
| Summarized Balance Sheet (TL) | 30.09.2024 | 31.12.2023 |
|---|---|---|
| Current Assets | 1.261.595.765 | 1.551.716.038 |
| Fixed Assets | 16.611.254.865 | 18.492.572.642 |
| Total Assets | 17.872.850.630 | 20.044.288.680 |
| Short Term Liabilities | 405.865.554 | 335.483.567 |
| Long Term Liabilities | 3.792.748.801 | 4.612.075.996 |
| Equity | 13.674.236.275 | 15.096.729.117 |
| Total Resources | 17.872.850.630 | 20.044.288.680 |
| Summary Income Statement (TL) | 30.09.2024 | 30.09.2023 |
| Revenue | 3.186.131.624 | 1.223.194.480 |
| Operating profit/(loss) | 3.591.786.137 | 4.961.034.127 |
| Profit/(loss) before tax | -2.232.132.573 | 7.316.663.786 |
| Profit/(loss) for the period from continuing operations | -1.422.492.842 | 4.404.357.918 |
According to our 30.06.2024 dated financial statements, our important financial ratios are given below.
| Important Ratios | 30.09.2024 | 30.09.2023 |
|---|---|---|
| Operating Profit Margin(%) | 112,73 | 405,58 |
| Net Profit Margin (%) | -44,65 | 360,07 |
| Earnings per Share | -30,27 | 93,71 |
Within the framework of the calculation made by taking into account the ratios specified in Article 376 of the Turkish Commercial Code, it has been observed that the Company's capital is not uncovered.
With the decision of the Company's Board dated 03.07.2024 and numbered 2024/15, it was decided to submit the Dividend Distribution Policy to the approval of the General Assembly at the first ordinary General Assembly meeting to be held, and it was accepted with the approval of the General Assembly at the 2023 Ordinary General Assembly meeting held on 30.07.2024. The relevant policy is available on the Company's website under the İnvestor Relations section.
Pursuant to the Board of Directors resolution dated 03.07.2024 and numbered 2024/17, the proposal of the Board of Directors submitted to the General Assembly regarding the dividend distribution for the year 2023 is that the dividend distribution related to the Company's activities for the year 2023 will not be made in order to meet the possible cash needs that may arise with the forecasting and planning that the profit will create a higher value for the shareholders through reinvestment or acquisitions depending on the medium and long-term growth and investment strategies, The issue of transferring the profit generated in accordance with the legal records and CMB to the retained earnings account was approved at the 2023 Ordinary General Assembly held on 30.07.2024 and published on PDP.
Bin Ülaşım ve Akıllı Şehir Teknolojileri A.Ş., a subsidiary of the Company with 89% shares, was offered to the public on 9 October 2024 with the ticker symbol BİNBN and the Company's share in the Company decreased to 75.22%.
1000 Yatırımlar Holding A.Ş.'s (the Company) initial public offering of shares with a nominal value of 9.500.000 TL has been completed and shares with a nominal value of 47.000.000 TL representing the Company's capital have been listed in accordance with Article 8 of the Listing Regulation. The publicly offered shares of the Company have been traded on the BİST Stars as of 20.11.2023 at a price of 125,00 TL/share. İt is traded under the code "BİNHO".
With the decision of the Company's Board of Directors dated 03.07.2024 and numbered 2024/13, the Disclosure Policy was adopted, and information on the relevant policy was provided at the 2023 Ordinary General Assembly meeting held on 30.07.2024.
The Disclosure Policy and other Company policies are available on the Company's website under the İnvestor Relations section.
With the decision of the Board of Directors dated 16.05.2024, in accordance with Article 11 of the Corporate Governance Communique numbered İİ-17.1 of the Capital Markets Board; İnvestor Relations Department was established.
You can contact İnvestor Relations via the e-mail address below;
E-mail Address: [email protected]
This report has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure report, the Turkish version shall prevail.
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