AGM Information • Jul 3, 2024
AGM Information
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Our Company's Ordinary General Assembly Meeting for 2023 will be held at the company headquarters (Halkalı Merkez Mah. Basın Ekspres Cad. No: 1 Küçükçekmece/Istanbul) at 10:00 on Friday, 14 June, 2024, in order to discuss and decide on the following agenda items.
Our shareholders, who will personally attend or be represented by a proxy in the General Assembly meeting do not need to have their shares blocked in the Central Securities Depository ("CSD").
Shareholders of our Company may attend the Ordinary General Assembly Meeting, either physically or electronically, in person or through their representatives. Attending electronically to the meeting is possible with the secure electronic signatures of the shareholders or their representatives. For this reason, the shareholders or their representatives who will make transactions in the Electronic General Assembly System ("EGAS") must have secure electronic signatures and must be registered in the "e-Investor: Investor Information Center" of the CSD.
In addition, shareholders or their representatives who wish to attend the meeting electronically must fulfill their obligations in accordance with the provisions of the "Regulation on General Assemblies to be Held Electronically in Joint Stock Companies" published in the Official Gazette dated 28 August 2012 and numbered 28395 and of the "Communiqué on the Electronic General Assembly System to be Applied in the General Assemblies of Joint Stock Companies" published in the Official Gazette dated 29 August 2012 and numbered 28396.
Shareholders who not be able to attend the meeting in person, either physically or electronically, are required to have the proxy letter (ANNEX-1) approved by the notary public pursuant to the provisions of the Capital Markets Board's Communiqué No. II-30.1 on "Voting by Proxy and Collecting Proxy by Call" and to issue them in accordance with the example below. A copy of the proxy letter can be obtained from the Company Headquarters and the Company website at www.deva.com.tr. Shareholders who wish to attend the General Assembly in person in a physical environment will be able to exercise their rights regarding their shares registered in the "Shareholders List" in the Central Securities Depository (CSD) system, by presenting their identity cards.
Our shareholders who will attend the general assembly electronically via the Electronic General Assembly System be able to obtain information about the procedures and principles regarding participation, appointment of representatives, making suggestions, expressing opinions and voting from the website of the Central Securities Depository at https://www.mkk.com.tr
Consolidated Financial Statements for 2023, Activity Report of the Board of Directors including the Corporate Governance Compliance Report, Independent Audit Report and Profit Distribution Proposal of the Board of Directors will be made available for the review of the shareholders at least three weeks before the General Assembly Meeting at the Company headquarters and on the "Investor Relations" page of the Company's website at www.deva.com.tr.
In addition, the information document containing the necessary explanations within the scope of the "Corporate Governance Communiqué" numbered II-17.1 of the Capital Markets Board will also be available together with the aforementioned documents on the Company' website and EGKS.
Reference to Article 29 of the Capital Market Law and in accordance with Article 8/b of General Assembly Working Principles and Procedures of Deva Holding, no separate invitation letter will be sent to the shareholders for the invitation to the General Assembly Meeting.
Submitted to the information of our esteemed shareholders.
The explanations required to be made in accordance with the "Corporate Governance Communiqué" with Serial: II, No: 17.1 are presented below for your information:
Our Company's shareholding structure and voting rights as of 22.05.2024 is presented at the table below for your information:
| Shareholder's Name/Trade Name | Value of Shares (TL) |
Ratio to Capital (%) |
Voting Right | Percentage of Voting Right (%) |
|---|---|---|---|---|
| Eastpharma Sarl | 164.424.760,06 | 82,20 | 16.442.476.006 | 82,20 |
| Eastpharma Sarl (Group A) | 0,037 | 37 | ||
| Eastpharma Sarl (Group B) | 0,036 | 36 | ||
| Other shareholders | 35.594.527,62 | 17,80 | 3.559.452.762 | 17,80 |
| Other shareholders (Group A) | 0,013 | 13 | ||
| Other shareholders (Group B) | 0,014 | 14 | ||
| TOPLAM | 200.019.287,78 | 100,00 | 20.001.928.868 | 100,00 |
Our Company, which was established in 1958 with a capital of TL 500.000 L, is a public company subject to the Capital Markets Law No. 6362, and our shares have been traded in the stock market since 1986. The company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law and adopted this system with the 18.3.1983 dated and 68/19 numbered permission of the Capital Markets Board. The registered capital ceiling of the company is TL 500.000.000 (Five Hundred Million Turkish Liras), each divided into 50.000.000.000 (Fifty Billion) shares with a nominal value of 1 (one) Kr. The issued capital of the company consists of 20.001.928.778 shares with a nominal value of 1 (one) Kr each. From this amount, a total of 10 registered shares, 5 of which are group (A) and 5 of which are group (B), and 20.001.928.768 shares of Group (C) are bearer shares.
Each of the A and B group privileged shares has ten times the voting right of the C group shares, and the A group shares also have privileges in the profit share. In addition, two members of the Board of Directors are elected by the A and B Group privileged shareholders among the candidates nominated by the A group privileged shareholders.
There are no management and operational changes that will significantly affect the Company's activities. On the other hand, material events disclosures made by our Company within the scope of the relevant legislation can be accessed from the "Announcements" tab on our website athttp://www.deva.com.tr/tr/yatirim-duyurular and fromhttp://www.kap.org.tr/
c) In case of dismissal, replacement or election of the members of the board of directors is on the agenda of the general assembly meeting, grounds of such dismissal or replacement and information with regard to the persons whose candidacy for membership of the board of directors has been submitted to the partnership; their resumes, their duties performed in the last ten years and reasons for leaving, partnership and the nature and level of materiality of the partnership's relationship with its related parties, whether they have independence and similar issues that may affect the partnership activities, in case these persons are elected as members of the board of directors:
In the agenda of the Ordinary General Assembly Meeting, there is no item regarding the election of the members of the Board of Directors.
No such request was submitted for the Ordinary General Assembly meeting, where the activities year of 2023 will be discussed.
There is no change in the Articles of Association in our agenda.
Election of the Chairman of the Meeting to manage the General Assembly Meeting will be made within the framework of the "Turkish Commercial Code No. 6102 ("TCC") and Regulation ("Regulation") on "The Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and Representatives of the T.R. Ministry of Commerce to be present at this meeting and the provisions of the General Assembly Internal Directive. At least one Minutes Clerk and sufficient number of Vote Collectors will be appointed by the Chairman of the Meeting within the framework of the provisions of the legislation.
Within the framework of the regulations related to the TCC, the Regulation and the Capital Markets Law ("CML"), it will be submitted to the opinion of our shareholders at least three weeks before the general assembly meeting date at our Company's Headquarters, on the Central Securities Depository Electronic General Assembly Portal ("EGKS"), on the Public Disclosure Platform (KAP) and on our Company's corporate website at www.deva.com.tr, by giving information about the 2023 Activity Report, which also includes the corporate governance principles compliance report submitted for the review of the shareholders.
The General Assembly will be informed about the Independent Audit Report prepared in accordance with the regulations of the Turkish Commercial Code and the Capital Markets Board, which is submitted to our shareholders for review at our Company's Headquarters, EGKS, KAP and the Company's corporate website at www.deva.com.tr , at least three weeks before the general assembly meeting date.
Within the framework of TCC, Regulation and CML and related regulations, at least three weeks before the general assembly meeting date, information about our Financial Reports which are submitted for the review of our shareholders at our Company Headquarters, in the EGKS, on the Public Disclosure Platform, and on the Company's corporate website at www.deva.com.tr, will be given and will be submitted for the opinion and approval of our shareholders. (ANNEX-2)
In accordance with the provisions of the TCC and the Regulation, the release of our Members of the Board of Directors respectively for their activities, transactions and accounts in 2023 will be submitted to the approval of the General Assembly.
The company's fiscal period for 2023;
• In accordance with the provisions of the Capital Markets Board's Communiqué Serial:II, No:14.1, the consolidated financial statements for the accounting period of 01.01.2023 - 31.12.2023, which were prepared in compliance with the Turkish Accounting Standards/Turkish Financial Reporting Standards (TAS/TFRS) and audited by DRT Independent Auditing and Certified Public Accountancy Inc., show a post-tax profit of TL 3,385,418,491.
• According to the individual financial statements of DEVA Holding A.Ş., which is prepared within the framework of the relevant provisions of the Turkish Commercial Code and the Tax Procedure Law No. 213, resulted in a net profit of TL 2.647.406.478,68 after tax.
The past years' losses resulting from the inflation adjustment of the financial statements dated 31.12.2023 in accordance with the provisions of the Tax Procedure Law have been offset against the inflation adjustment differences formed in the legal reserves, extraordinary reserves, and positive capital correction differences accounts, in accordance with subparagraphs 5 and 7 of the repeated Article 298/A of the Tax Procedure Law.
In accordance with the Capital Markets Legislation, all relevant legal regulations, Article 20 of the Articles of Association and our Company's profit distribution policy approved at the General Assembly Meeting dated 15.04.2019; the proposal in accordance with the decision of the Board of Directors dated 17.05.2024 and numbered 2024/16 in relation to the distribution, of the total of the first and second dividends with a gross profit of 50.004.821,95 TL (Fifty million four thousand eight hundred twenty one Turkish Liras ninety five kurus) corresponding to a gross cash dividend of gross TL 0.25, net TL 0,2250 for each share with a nominal value of 1 TL which corresponds to approximately 1,48 % of the total distributable net profit for the period (25% of the issued capital) for the fiscal period of 2023 and of the profit to be given to other beneficiaries in accordance with the profit distribution table prepared within the framework of the Articles of Association and relevant legal regulations, will be discussed and decided. (ANNEX-3)
Within the scope of our Company's Remuneration Policy, the monthly gross salary of the members of the Board of Directors in the 2024 activity year will be decided by the shareholders.
In accordance with the regulations of the TCC and the Capital Markets Board, it has been decided in the decision of the Board of Directors dated 09.05.2024 and in line with the recommendation of the Audit Committee that DRT Bağımsız Denetim Ve Serbest Muhasebeci Mali Müşavirlik A.Ş. shall be elected to carry out other activities within the scope of the regulations regarding the auditing of the financial reports of our company for the 2024 fiscal period and this election will be submitted to the approval of the General Assembly. (ANNEX-4)
Pursuant to Article 6 of the Capital Markets Board's Communiqué on Dividends numbered II.19.1, donations made during the year must be submitted to the information of the General Assembly and donations and aids in the amount of TL 2,793,785 (equivalent to TL 4,023,942 in purchasing power as of 31.12.2023) made to public institutions and various institutions and associations, including the donation of medicine and cologne to the earthquake region, in 2023 will be submitted to the information of the shareholders.
Pursuant to the 5th paragraph of the 19th article of the Capital Markets Law numbered 6362 and in accordance with the 6th article of the Capital Markets Board's Dividend Communiqué numbered II.19.1, the limit of donations to be made in 2024 will be determined by the general assembly.
It is possible for our members of the Board of Directors to carry out transactions within the framework of the first paragraph of Article 395 titled "Ban on Transactions with and Indebtedness to Company" and Article 396 titled "Non-Competition" of the TCC, only with the approval of the General Assembly. Grant of the said authorization will be submitted to the approval of the shareholders.
In accordance with the mandatory Corporate Governance Principle no. 1.3.6. of CMB, in the case where shareholders holding management control, members of the board of directors, managers with administrative responsibility and their spouses and relatives by marriage and by blood up to the second degree make a material transaction that may cause a conflict of interest with the partnership or its subsidiaries and/or make a transaction of a commercial business type that is within the scope of the business of the partnership or its subsidiaries on their own or someone else's account or enter as an unlimited liability partner in another partnership dealing with the same type of commercial business; the said transactions are included in the agenda of the general assembly as a separate agenda item and recorded in the minutes of the general assembly in order to give detailed information on the subject at the general assembly.
Our shareholders will be informed about transactions of this type realized during the year.
Pursuant to the provision of Article 12 of the "Corporate Governance Communiqué" of the Capital Markets Board No. II-17.1; income and benefits obtained through sureties, pledges, securities and warranties derived by our company and its subsidiaries in favor of third parties should be included in the agenda of the ordinary general assembly meeting as separate items and this matter is included in footnote 19 of our consolidated financial statements dated 31.12.2023.
ANNEX: 1 Proxy Letter,
We, hereby designate .............................................................. who is described in detail below, as my representative authorized to represent me, to vote, to make proposals and to sign the necessary documents in line with the views I have stated below, at the ordinary general assembly meeting of Deva Holding A.Ş. to be held on Friday, June 14, 2024, at 10:00, at the company headquarters (Halkalı Merkez Mah. Basın Ekspres Cad. No:1 Küçükçekmece/Istanbul).
Name Surname/Trade Title:
TR Identity No/Tax No, Trade Registry and Number and MERSIS number:
(*)For attorneys of foreign nationality, it is obligatory for them to submit the aforementioned information of its equivalents, if any.
For the sections 1 and 2 given below, one of the options (a), (b) or (c) should be chosen to determine the scope of the representation authority.
Subjects related to the Agenda of the General Assembly;
a) The attorney is authorized to vote in line with his/her own opinion.
In case option (c) is chosen by the shareholder, instructions specific to the agenda item are given by marking one of the options (approval or denial) opposite the relevant general assembly agenda item and if the rejection option is selected, the said instructions are given by stating the dissenting opinion, if any, which is requested to be written in the minutes of the general assembly.
| Agenda Items (*) | Approval | Denial | Dissenting Opinion |
|---|---|---|---|
| 1- Opening and Election of Chairmanship Council | |||
| 2- Reading and discussion of the Activity Report of the Board of Directors relating to fiscal year of 2023, |
|||
| 3- Reading the Summary of the Independent Audit Firm's Report relating to fiscal year of 2023, |
|||
| 4- Reading, discussion and decision on the Consolidated Financial Statements relating to fiscal year of 2023, |
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| 5- Discussion and decision to release Board Members respectively from their activities held in the fiscal year of 2023, |
|||
| 6- Discussion and decision on the proposal of Board of Directors related to the profit for the fiscal year of 2023, |
|||
| 7- Determination of Board members' honorarium, |
| 8- | Discussion and decision on the election of the Independent Audit Firm for 2024 accounts and operations proposed by the Board of Directors in accordance with the Turkish Commercial Code and Capital Markets Board, |
||
|---|---|---|---|
| 9- | Informing shareholders on the donation and charities made in 2023, | ||
| 10- Discussion and determination on the donation limit for the fiscal period between 01.01.2024 – 31.12.2024, |
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| 11- Discussion and authorization of members of the Board of Directors with regards to conducting transactions stated under Articles 395 and 396 of the Turkish Commercial Code, |
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| 12- Informing the shareholders regarding the transactions falling in the scope of the principle in Article 1.3.6. of the Communiqué on Corporate Governance numbered II-17.1 of Capital Markets Board, |
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| in 2023, | 13- Informing the shareholders about the sureties, pledges, securities and warranties and derived income given by Company to the benefit of 3. parties |
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| 14- Closure |
a) The attorney is authorized to vote in line with his/her own opinion.
b) The attorney is not authorized to represent in these matters.
c) The attorney is authorized to vote in accordance with the following special instructions.
SPECIAL INSTRUCTIONS; Special instructions, if there is any, to be given by the shareholder to the attorney are stated herein.
B) The shareholder chooses one of the options below and specifies the shares he/she wants the attorney to represent.
* Such information is not required for the dematerialized shares.
** For the dematerialized shares, information about the group, if any, will be given instead of the number.
NAME SURNAME or TITLE OF THE SHAREHOLDER (*)
TR Identity No/Tax No, Trade Registry and Number and MERSIS number:
Address:
(*) For foreign shareholders, it is obligatory to submit the aforementioned information or its equivalents, if any.
| DEVA HOLDING A.S. | ||||
|---|---|---|---|---|
| 2023 Profit Distribution Table (TL) | ||||
| ı | Issued Capital | 200.019.287,78 | ||
| $\overline{2}$ | General Legal Reserve (based on legal records) | 40.003.857.56 | ||
| If privilege exists in profit distribution in accordance with the Articles of Association, information on such privilege |
10% of the profit amount to be determined in accordance with the the Articles of Association is distributed to privileged shareholders of A group. |
|||
| Based on CMB | Based on Legal Records (LR) |
|||
| $\overline{\mathbf{3}}$ | Profit for the Period | 1.975.558.207.00 | 2.721.467.485.05 | |
| $\overline{4}$ | Taxes $(-)$ | 1.409.860.284,00 | $-74.061.006.37$ | |
| 5 | Net Profit for the Period | 3.385.418.491,00 | 2.647.406.478.68 | |
| 6 | Losses from the Previous Periods (-) | $\Omega$ | 0 | |
| $\overline{7}$ | General Legal Reserve (-) | $\Omega$ | $\Omega$ | |
| $\overline{\mathbf{8}}$ | Net Distributable Profit/Loss for the Period | 3.385.418.491,00 | 2.647.406.478,68 | |
| $\overline{9}$ | Donations made within the year $(+)$ | 4.023.941.77 | ||
| 10 | Net Distributable Profit for the Period with Donations added |
3.389.442.432,77 | ||
| 11 | First Profit to Shareholders | 10.000.964.39 | 10.000.964.39 | |
| $-cash$ -Without charge -Total |
10.000.964.39 | 10.000.964.39 | ||
| 12 | Profit distributed to Privileged Shareholders | 337.341.733,37 | 337.341.733,37 | |
| 13 | Other Profit Distributed - To the Members of the Board of Directors - To the Employees - To persons other than Shareholders |
98.777.910,35 | 98.777.910,35 | |
| 14 | Profit distributed to Dividend Shareholders | $\Omega$ | $\Omega$ | |
| 15 | Second Profit to Shareholders | 40.003.857,56 | 40.003.857,56 | |
| 16 | General Legal Reserve | 47.612.350,13 | 47.612.350,13 | |
| 17 | Statutory Reserves | $\mathbf{0}$ | ||
| 18 | Special Reserves | $\theta$ | ||
| 19 | Extraordinary Reserves | 2.851.681.675.20 | 2.113.669.662,88 | |
| 20 | Other Resources Foreseen to be Distributed -Previous Years Profit -Extraordinary Reserves -Other Distributed in accordance with Law and Articles of Association |
| GROUP | TOTAL PROFIT DISTRIBUTED |
TOTAL PROFIT DISTRIBUTED/NET DISTRIBUTABLE PROFIT FOR THE PERIOD |
PROFIT CORRESPONDING TO SHARE WITH NOMINAL VALUE OF TL 1 |
||||
|---|---|---|---|---|---|---|---|
| Cash (TL) | Free TL. |
Rate $(\%)$ | Amount (TL) | Rate $(\%)$ | |||
| GROSS | $A(*)$ | 303.607.560.03 | 8.97 | 60.721.512.01 | 6072151201 | ||
| 0.01 | 0.00 | 0.225 | 22,50 | ||||
| 45.004.339.75 | 0 | 1.33 | 0.225 | 22,50 | |||
| TOTAL | 348.611.899.80 |
| DATE OF MEETING | : 09.05.2024 |
|---|---|
| PARTICIPANTS : Philipp Daniel Haas | |
| Mesut Çetin | |
| Ayşecik Haas | |
| Eşref Güneş Ufuk | |
| Sengül Soytaş | |
| AGENDA | : Determination of the Independent Audit Firm to audit the financial statements of our Company for the year 2024 and to fulfill the audit duty. |
| RESOLUTION | : The Board of Directors have discussed and resolved following matters. |
Following a comprehensive evaluation and in line with the recommendation of our company's Audit Committee, the Board of Directors has resolved to appoint "DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş." as the independent audit company to fulfill the audit duty of our company for the fiscal year of 2024, in accordance with the relevant provisions of the Turkish Commercial Code No. 6102. The appointed audit firm shall conduct the audit of our company's financial statements for the fiscal year 2024 in accordance with the regulations outlined in the Capital Markets Law No. 6362. This appointment of the independent audit firm shall be subject to the approval of the General Assembly at the Ordinary General Assembly Meeting scheduled to be held in 2024.
The meeting is hereby finalized as there are no other remaining matters to be discussed in the agenda.
| Chairman of the Board | Vice Chairman of the Board |
Board Member | Board Member | Board Member |
|---|---|---|---|---|
| Philipp Daniel Haas | ||||
| Mesut Çetin | Ayşecik Haas |
Sengül Soytaş | Eşref Güneş Ufuk |
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