Pre-Annual General Meeting Information • Jul 3, 2024
Pre-Annual General Meeting Information
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The Ordinary General Assembly Meeting of our Company for the fiscal year 2023 will be held on 14/06/2024 at 12:30 at Dedeman Istanbul Hotel Pınar - 2 Meeting Hall located at Gayrettepe, Yıldız Posta Cd. No:50, 34340 Beşiktaş/İstanbul with the following agenda.
2023 Annual Report of the Board of Directors and the accompanying Corporate Governance Principles Compliance Report, Financial Statements for the year 2023, Independent Audit Report for the year 2023, Board of Directors' proposal for dividend distribution for the year 2023, Dividend Distribution Policy, Share Buyback Program and the Information Document containing the agenda items and the explanations required for compliance with the Capital Markets Board regulations will be made available for shareholders' review at the Company headquarters, on the Company's corporate website at https://www.tabgida.com.tr/, on the Public Disclosure Platform and on the Electronic General Assembly System of the Central Registry Agency within the legal period of three weeks prior to meeting.
Pursuant to Article 1527 of the Turkish Commercial Code No. 6102, our shareholders will be able to attend the General Assembly in person or participate and vote electronically.
The "Shareholders List" regarding the right holders and their representatives attending the meeting is taken from the Electronic General Assembly System before the meeting starts. The "List of Shareholders" is used for the formation of the list of attendees. The control of whether the persons who physically come to the meeting hall to attend the Ordinary General Assembly Meeting are shareholders or their representatives will be made through the aforementioned list.
Electronic participation in the meeting is only possible if the shareholders or their representatives have an Electronic Signature Certificate. For this reason, shareholders who will make Electronic General Assembly System transactions must first have an Electronic Signature Certificate and register with MKK's e-Investor: Investor Information Shareholders or their representatives who do not register with the Investor Information Center and do not have secure electronic signatures will not able to participate in the general assembly meeting electronically via EGAS
Our shareholders or their proxies who wish to attend the meeting electronically must complete their transactions in accordance with the provisions of the "Regulation on General Assembly Meetings of Joint Stock Companies to be held electronically" published in the Official Gazette dated 28.08.2012 and numbered 28395 and the "Communiqué on the Electronic General Assembly System to be applied in the General Assembly Meetings of Joint Stock Companies" published in the Official Gazette dated 29.08.2012 and numbered 28396. Otherwise, it will not be possible for them to participate in the meeting electronically.
Shareholders who will not be able to attend the meeting in person, as well as shareholders who will participate electronically through the Electronic General Assembly System, are required to arrange their proxies in accordance with the attached sample (ANNEX-1), or to obtain the proxy form from our Company's head office located at Dikilitaş Mah. Emirhan Cad. No:109, Kat:2- 3,D:2-3 Beşiktaş / İstanbul or from our Company's website athttps://www.tabgida.com.tr/ and to comply with the provisions stipulated in the Communiqué on Voting by Proxy and Proxy Solicitation (II-30.1) published by the Capital Markets Board in the Official Gazette dated 24.12.2013 and numbered 28862. Proxies that do not comply with the mandatory sample provided on our website and are not notarized will not be accepted due to our legal liability. Provided that it complies with the principles set forth in the Communiqué, in the event that a proxy is appointed through the Electronic General Assembly System within the framework of the regulations of the Central Registry Agency, the attached power of attorney is not required to be used. Shareholders with voting rights may appoint a proxy through the Electronic General Assembly System or by having the signature on the proxy form issued physically approved.
Our shareholders who will participate in the General Assembly electronically through the Electronic General Assembly System can obtain information about the procedures and principles regarding participation, appointment of representatives, making proposals, expressing opinions and voting from the website of the Central Registry Agency at www.mkk.com.tr.
Pursuant to Article 415, Paragraph 4 of the Turkish Commercial Code (TCC) No. 6102 and Article 30, Paragraph 1 of the Capital Markets Law, the right to attend and vote at the general assembly cannot be conditioned on the deposit of share certificates. Therefore, there is no need for our shareholders who will attend the general assembly to have their shares blocked at the Central Registry Agency (CRA).
However, our shareholders who do not want their identities and the information regarding the shares in their accounts to be notified to our Company and therefore such information cannot be seen by our Company, should apply to the intermediary institutions where their accounts are held and ensure that the "restriction" preventing the notification of their identities and the information regarding the shares in their accounts to our Company is removed at the latest one day before the date of the Ordinary General Assembly Meeting, if they wish to participate in the General Assembly Meeting. Our shareholders who do not ensure the removal of the restriction will not be able to participate in the Ordinary General Assembly Meeting of our Company.
Since the Ordinary General Assembly Meeting will be held electronically, our esteemed shareholders are kindly requested to be present at the meeting place before the meeting time in order for the meeting to start on time.
Of the additional disclosures required to be made pursuant to the Capital Markets Board's "Corporate Governance Communiqué" (II-17.1), those related to the agenda item have been made in the next section, and our general disclosures are presented for your information in this section.
The issued capital of the Company within the registered capital ceiling of 1.100.000.000.-TL is fully paid and issued capital 261.292.000.-TL. The issued capital is divided into 261,292,000 shares, each with a nominal value of TL 1.
Pursuant to Article 11 of the Company's Articles of Association, the privilege granted to Group (A) shareholders is as follows Half of the members of the Company's Board of Directors shall be elected from among the candidates nominated by Group (A) shareholders with the quorums specified in the Turkish Commercial Code and Capital Markets Law. In the event that half of the number of members of the Board of Directors is a fractional number, the fraction shall be rounded downwards to the nearest whole number.
The Board of Directors elects a chairman from among its members and at least one vice chairman to act in his/her absence. The Chairman of the Board of Directors and the Vice Chairman of the Board of Directors shall be elected from among the members of the Board of Directors nominated by Group (A) shareholders.
In addition, the privilege granted to Group (A) shareholders pursuant to Article 16.2 of the Articles of Association of the company is as follows:
At the General Assembly meetings, the shareholder or his/her proxies who are present have 5 (five) votes for each Group (A) share and 1 (one) vote for each Group (B) share. In voting, the regulations in the capital markets legislation shall be complied with.
| PARTNER'S TRADE NAME | GROUP | SHARE IN CAPITAL | SHARE IN CAPITAL |
|---|---|---|---|
| SURNAME | (TL) | (%) | |
| TFI TAB GIDA YATIRIMLARI ANONİM ŞİRKETİ |
A | 40.000.000 | %15,31 |
| TFI TAB GIDA YATIRIMLARI ANONİM ŞİRKETİ |
B | 168.792.000 | %64,60 |
| Public Portion | B | 52.500.000 | %20,09 |
| TOTAL | 261.292.000 | %100,00 |
The shareholding structure of our Company is presented in the table below:
2. Information on Changes in the Management and Operations of the Company and its Subsidiaries that have occurred in the Previous Accounting Period or are planned for the Future Accounting Periods that will significantly affect the Company's Operations and the Reasons for these Changes:
There are no changes in the management and operations of the Company that will significantly affect its operations.
In addition, material event disclosures made by our company within the scope of the relevant legislation can be accessed on our corporate website athttps://www.tabgida.com.tr/ and on the Public Disclosure Platform at www.kap.org.tr.
3. If there is dismissal, replacement or election of the members of the Board of Directors in the agenda of the General Assembly Meeting, The grounds for dismissal and replacement, the resumes of the persons whose candidacy for membership of the Board of Directors has been communicated to the Incorporation, the duties they have carried out in the last ten years and the reasons for their departure, the nature and significance level of their relationship with the Incorporation and the related parties of the Incorporation, whether they have the quality of independence and similar issues that may affect the activities of the Incorporation in case these persons are elected as members of the Board of Directors:
There is no dismissal, replacement or election of the members of the Board of Directors on the agenda of the General Assembly.
4. Requests submitted in writing to the Investor Relations Department by the Company's shareholders for the inclusion of items on the agenda, and in cases where the Board of Directors does not accept the shareholders' agenda proposals, the rejected proposals and the reasons for rejection:
No such request has been submitted for the planned Ordinary General Assembly meeting.
There are no amendments to the articles of association at the planned Ordinary General Assembly meeting.
CMB Board Resolution numbered i-SPK.22.7 (dated 14.02.2023 and numbered 9/177 p.k.) and other relevant legislation,
16- Wishes and closing.
I hereby appoint .............................................................., who is introduced in detail below, as my proxy to be authorized to represent me, to vote, to make proposals and to sign the necessary documents in line with the views I have expressed below at the Ordinary General Assembly meeting of TAB GIDA SANAYİ VE TİCARET ANONİM ŞİRKETİ for the 2023 activity year, which will be held on 14/06/2024 at 12:30 at the Dedeman Istanbul Hotel Pınar - 2 Meeting Hall located at the address Gayrettepe, Yıldız Posta Cd. No:50, 34340 Beşiktaş/İstanbul.
Name Surname/Title of Trade:
TR Identity No/Tax No, Trade Registry and Number and MERSIS number:
(*) For foreign proxies, the equivalent of the aforementioned information, if any, must be submitted.
a) The proxy is authorized to vote in line with his/her own opinion.
b) The proxy is authorized to vote in line with the recommendations of the partnership management.
c) The proxy is authorized to vote in accordance with the instructions specified in the table below.
In the event that option (c) is selected by the shareholder, the instructions specific to the agenda item shall be given by marking one of the options given opposite the relevant general assembly agenda item (acceptance or rejection) and in case of selection of the rejection option, by indicating the annotation of dissent requested to be written in the minutes of the general assembly meeting, if any.
| Agenda Items (*) | Accepta | Red | Dissenting Opinion |
|---|---|---|---|
| nce | |||
| 1- Opening of the meeting, discussion and decision on election of the Chairman Council, |
|||
| 2- Reading, discussion and approval of the Board of Directors' Annual Report for the 2023 activity year, |
| 3- Reading and discussion of the Independent Audit Report for the 2023 activity year, |
|
|---|---|
| 4- Reading, discussion and approval of the |
|
| Company's Financial Statements for the | |
| activity year 2023 | |
| 5- Pursuant to the Capital Markets Board's |
|
| Corporate Governance Communiqué |
|
| (II-17.1), discussing the Company's |
|
| "Dividend Distribution Policy" (Annex | |
| 2) and submitting it to the approval of | |
| the shareholders | |
| 6- Discussion and approval of the Board of |
|
| Directors' proposal on distribution of | |
| profits for the activity year 2023 |
|
| (Annex-3), | |
| 7- Discussion and resolution on the release |
|
| of the members of the Board of | |
| Directors from liabilty with regards to | |
| the 2023 activity period, | |
| 8- Determination of the fees of the |
|
| Members of the Board of Directors and | |
| Independent Members of the Board of | |
| Directors | |
| 9- Discussion and decision on granting |
|
| authority to the Members of the Board of | |
| Directors according to Articles 395 and | |
| 396 of the Turkish Commercial Code, | |
| 10- Discussion and decision on the |
|
| selection of the Independent Audit Firm | |
| for the 2024 Accounting Period in | |
| accordance with the Turkish |
|
| Commercial Code and Capital Markets | |
| Board's regulations | |
| 11- Informing the General Assembly about |
|
| the donations and grants made by the | |
| Company in 2023 within the framework | |
| of the regulations of the Capital Markets | |
| Board and determining and resolving on | |
| the upper limit for donations to be made | |
| in 2024, | |
| 12- Informing the General Assembly on any |
|
| guarantees, pledges, mortgages and |
|
| surety issued by the Company in favour | |
| of third parties in the year 2023 and the | |
| income or benefit obtained by the | |
| Company, in accordance with the |
|
| Capital Markets Board's regulations |
| 13- Informing the General Assembly within |
||
|---|---|---|
| the scope of principle 1.3.6 of the | ||
| Corporate Governance Principles, | ||
| 14- 2023 Accounting Period; informing the |
||
| shareholders about the transactions |
||
| made with "Related Parties" within the | ||
| scope of the Capital Markets Board | ||
| regulations, | ||
| 15- Submitting the Share Buy-Back |
||
| Program (Annex-4) to the approval of | ||
| the General Assembly and authorizing | ||
| the Board of Directors to buy back | ||
| shares within the framework of the | ||
| Capital Markets Board's Communiqué | ||
| on Buy-Back Shares numbered II-22.1, | ||
| CMB Board Resolution numbered i | ||
| SPK.22.7 (dated 14.02.2023 and |
||
| numbered 9/177 p.k.) and other relevant | ||
| legislation | ||
| 16- Wishes and closing. |
(*) The items on the General Assembly agenda are listed one by one. If the minority has a separate draft resolution, this is also stated separately to ensure proxy voting.
2. Special instructions on other matters that may arise at the General Assembly meeting and in particular on the exercise of minority rights:
a) The proxy is authorized to vote in line with his/her own opinion.
b) The attorney is not authorized to represent in these matters.
c) The proxy is authorized to vote in accordance with the following special instructions.
SPECIAL INSTRUCTIONS; Special instructions, if any, to be given by the shareholder to the proxy shall be specified here.
B) The shareholder chooses one of the following options and indicates the shares he/she wants the proxy to represent.
1. I approve the representation of my shares detailed below by proxy.
a) Order and series:*
b) Number/Group:**
c) Quantity-Nominal value:
ç) Whether they have voting privileges:
d) Bearer-Registered Shares: *
e) Proportion of total shares/voting rights held by the shareholder:
*This information is not requested for dematerialized shares.
**For dematerialized shares, information regarding the group, if any, will be given instead of the number.
2. I hereby approve the representation by proxy of all of my shares included in the list of shareholders who can attend the general assembly prepared by CRA one day before the general assembly date.
TR Identity No/Tax No, Trade Registry and Number and MERSIS number: Address:
(*) For foreign shareholders, the equivalent of the aforementioned information, if any, must be submitted.
This dividend distribution policy sets out the principles regarding dividend and advance dividend distributions to be made by TAB Gıda Sanayi ve Ticaret A.Ş. ("Company") within the scope of its articles of association ("Articles of Association") and related regulations.
The Articles of Association, Capital Markets Law No. 6362 ("CMB"), Turkish Commercial Code No. 6102 ("TCC"), Dividend Communiqué No. II-19.1 ("Dividend Communiqué"), Corporate Governance Communiqué No. II-17.1 and related legislation have been taken into consideration in the preparation of the Policy.
The purpose of the Company's dividend distribution policy is to ensure that a balanced and consistent policy is followed between the interests of shareholders and the Company in accordance with the relevant legislation, to inform investors and to maintain a transparent policy towards investors in terms of dividend distribution.
The principles regarding the Company's dividend distribution are set forth in Article 18 of the Articles of Association.
After deducting from the revenues determined at the end of the Company's activity period, the amounts that must be paid or set aside by the Company, such as general expenses of the Company and various depreciation, and the compulsory taxes that must be paid by the Company's legal entity, the remaining profit for the period shown in the annual balance sheet, after deducting the losses of previous years, if any, shall be distributed as shown below:
General Legal Reserves:
a. Until it reaches 20% of the capital, 5% is set aside as legal reserves.
First Dividend:
b. A first dividend is allocated from the remaining amount to be found by adding the amount of donations made during the year, if any, in accordance with the Turkish Commercial Code and capital markets legislation within the framework of the Company's dividend distribution policy.
c. After the above-mentioned deductions are made, the General Assembly has the right to decide on the distribution of dividends to the members of the Board of Directors, employees of the Company and persons other than shareholders.
d. The General Assembly is authorized to distribute the amount remaining after deducting the amounts specified in subparagraphs (a), (b), and (c) from the net profit for the period, in whole or in part, as second dividend or to set aside as voluntary reserves in accordance with Article 521 of the Turkish Commercial Code.
General Legal Reserves:
e. 10% of the amount found after deducting the dividend at the rate of 5% of the capital from the portion decided to be distributed to the shareholders and other persons participating in the profit, shall be added to the general legal reserve fund in accordance with the second paragraph of Article 519 of the Turkish Commercial Code.
Unless the reserves required to be set aside in accordance with the Turkish Commercial Code and the dividend determined for the shareholders in the Articles of Association or the dividend distribution policy are set aside, no decision can be made to set aside other reserves, to transfer profit to the following year or to distribute dividends to the members of the Board of Directors, employees of the Company and persons other than shareholders, nor can dividends be distributed to these persons unless the dividend determined for the shareholders is paid in cash.
Dividends are distributed equally to all existing shares as of the distribution date, regardless of their issue and acquisition dates.
The method and time of distribution of the profit decided to be distributed shall be decided by the General Assembly upon the proposal of the Board of Directors.
According to the provisions of the Articles of Association, the profit distribution decision made by the General Assembly cannot be revoked.
Investments that require a significant outflow of funds to increase the value of the Company, significant issues affecting the financial structure, significant uncertainties and adversities in the economy, markets or other areas beyond the control of the Company are taken into consideration in making dividend distribution decisions and in determining the amount and rate of dividend distribution.
Dividends may be distributed in cash and/or by issuing bonus shares and/or by using both of these methods together in certain proportions. Dividends are distributed equally to all existing shares as of the date of distribution, regardless of their issue and acquisition dates. There are no shares among the Company's shares that envisage dividend privileges.
Dividend payments may be made in equal or different installments, provided that it is resolved at the general assembly meeting where dividend distribution is decided.
Dividend distribution procedures shall commence on the date specified in the general assembly meeting, provided that they shall commence no later than the end of the accounting period in which the general assembly meeting at which the distribution decision is made is held.
Pursuant to the Articles of Association, the dividend distribution decision taken by the General Assembly cannot be revoked unless permitted by law.
In the event that the board of directors proposes to the general assembly not to distribute the profit, the reasons for this situation and the manner of utilization of the undistributed profit shall be included in the agenda item on profit distribution and this matter shall be submitted for the information of the shareholders at the general assembly.
According to the last paragraph of Article 18 of the Company's Articles of Association, the Company may distribute advance dividends by a resolution of the General Assembly in accordance with the provisions of the Turkish Commercial Code, Capital Markets Law and related communiqués. The General Assembly may authorize the Board of Directors to distribute advance dividends, provided that it is limited to the relevant financial accounting period. The limitations specified in the capital market regulations shall be complied with in the calculation and distribution of the advance dividend amount.
In this context, the General Assembly may decide to distribute advance dividends to shareholders in accordance with the provisions of the CMB and other relevant legislation. The General Assembly may authorize the Board of Directors to distribute advance dividends, provided that it is limited to the relevant financial accounting period. The provisions of the relevant legislation shall be complied with in the calculation and distribution of the advance dividend amount.
Advance dividends are distributed in cash from the profits recognized in the interim financial statements of the Company.
Advance dividend is distributed equally to all shares existing as of the date of distribution, regardless of their issue and acquisition dates.
The Board of Directors' proposal regarding dividend distributions or the Board of Directors' decision regarding advance dividend distribution is disclosed to the public within the scope of the relevant regulations together with the dividend distribution table or advance dividend distribution table with its form and content. In addition, in case of any amendment to this dividend distribution policy, the Board of Directors' decision regarding this amendment and the reason for the amendment shall also be disclosed to the public.
This policy is disclosed to the public on the Company's website following the approval of the general assembly.
According to the financial statements of our Company prepared in accordance with CMB accounting standards, the net profit for the fiscal year 2023 was realized as TL 2,457,788,629. The Board of Directors has decided to make a proposal to the General Assembly to distribute a total gross amount of TL 146,500,000 to the shareholders as of July 8, 2024, after deducting the legal obligations, all of which will be covered from the net profit for the year 2023, and to leave the remaining portion of the net profit for the year 2023 within our Company as extraordinary reserves.
In the event that the aforementioned dividend distribution proposal of the Board of Directors is approved by the General Assembly, dividend distribution will be made in accordance with the attached dividend distribution table and information table on the rate of dividends distributed.
| TAB GIDA SANAYİ VE TİCARET A.Ş. | |||
|---|---|---|---|
| 2023 Profit Distribution Table (TL) | |||
| 1 | Paid-in Capital | 261.292.000 | |
| 2 | General Legal Reserves (Based on the Legal Records)) |
0 | |
| Information regarding the privilege, if there is any dividend privilege in accordance with the Article of Association |
No privileges. | ||
| As Per CMB | As per Statutory Record | ||
| 3 | Profit 2023 | 2.050.564.799 | 1.374.564.455 |
| 4 | Taxes (-) | (220.400.192) | 258.190.071 |
| 5 | Net Profit (=) | 2.270.964.991 | 1.116.374.384 |
| 6 | Previous Years' Losses (-) | 431.900.696 | 807.186.925 |
| 7 | Legal Reserve (-) | 91.953.215 | 15.459.373 |
| 8 | NET DISTRIBUTABLE PROFIT (=) |
1.747.111.080 | 293.728.086 |
| 9 | Donations within the year (+) |
8.015.464 | - |
| 10 | Bağışlar Eklenmiş Net Dağıtılabilir Dönem Karı |
1.739.095.616 | 293.728.086 |
| First Dividend to Shareholders of Ordinary Shares |
|||
| 11 | -Cash | 146.500.000 | |
| - Bonus Issue | |||
| -Total | 146.500.000 | ||
| İmtiyazlı Pay Sahiplerine Dağıtılan Kar Payı |
|||
| -Cash | |||
| 12 | - Bonus Issue | ||
| -Total | |||
| 13 | Other Distributed Dividends |
||
| -To Members of Board of Directors |
|||
| -To Employees | |||
| -To Other Persons Excluding Shareholders |
| 14 | . Dividends to the Holders of Redeemed Shares |
||
|---|---|---|---|
| 15 | Second Dividend to Shareholders of Ordinary Shares |
||
| 16 | General Legal Reserves | 12.130.491 | |
| 17 | Statutory Reserves | ||
| 18 | Special Reserves | ||
| 19 | Extraordinary Reserves | ||
| 20 | Distributable Other | 1.580.465.125 | 135.097.595 |
| Sources -Previous Year Profit |
|||
| -Extraordinary Reserves |
| INFORMATION ON THE RATE OF DIVIDENDS DISTRIBUTED |
|||||||
|---|---|---|---|---|---|---|---|
| DIVIDEND PER SHARE INFORMATION | |||||||
| GROUP | TOTAL DIVIDEND (TL)) |
DIVIDEND PER 1 TL NOMINAL VALUED SHARE RATIO AMOUN T (TL) (%) |
|||||
| GROSS | A | 22.427.016,52 | 0,5606754 | 56,06754 | |||
| B TOTAL |
124.072.983,48 146.500.000,00 |
0,5606754 | 56,06754 | ||||
| Withholding tax will be applied on the gross dividends distributed in accordance with the tax laws in force on the day of distribution |
|||||||
| NET | A | 22.427.016,52 | 0,5606754 | 56,06754 | |||
| B | 111.665.685,13 | 0,5046079 | 50,46079 |
(1) There is no privileged share group.
(2) Since Group A shares belong to full taxpayer legal entities, 0% withholding tax rate is used in the calculation of net dividend for this group.
ARTICLE 1 - (1) The purpose of the Share Buy-Back Program ("Buy-Back Program" or "Program") regarding the purchase of the shares representing the capital of TAB Gıda Sanayi Ve Ticaret A.Ş. by TAB Gıda Sanayi Ve Ticaret A.Ş. from Borsa Istanbul A.Ş. ("Borsa") is to regulate the procedures and principles regarding the purchase of TAB Gıda Sanayi Ve Ticaret A.Ş.'s (the "Company") own shares in Borsa, the disposal of the purchased shares and the public disclosure of these matters.
ARTICLE 2 - (1) This Program is prepared in accordance with Article 379 of the Turkish Commercial Code ("TCC"), Article 22 of the Capital Markets Law No. 6362 ("CML"), the provisions of the Capital Markets Board's ("CMB") "Communiqué on Buy-Backed Shares" numbered II-22.1 numbered "Communiqué on Buy-Backed Shares" ("Communiqué") of the Capital Markets Board ("CMB") published in the Official Gazette dated 03.01.2014 and numbered 28871, and the issues included in the announcements of the Capital Markets Board dated 21.07.2016, 25.07.2016 and 23.03.2020.
ARTICLE 3 - (1) In this Program;
numbered 6102.
ARTICLE 4 - (1) TAB Gıda Sanayi Ve Ticaret A.Ş. General Assembly of TAB Gıda Sanayi Ve Ticaret A.Ş. must authorize the Board of Directors in order for TAB Gıda Sanayi Ve Ticaret A.Ş. to make Buy-Backed according to the Buy Back Program. The said authorization shall be granted by the approval of this Buy Back Program prepared by the Board of Directors at the General Assembly meeting. The Board of Directors authorized by the approval of the Buy Back Program at the General Assembly meeting may use this authorization itself or may delegate it to the real or legal persons and relevant company organs to be determined.
Following the approval of the General Assembly, the Board of Directors is fully authorized to execute the Buy Back Program during the Buy-Backperiod. The approval of the Buy-Back Program by the General Assembly is an authorization given to the Board of Directors, and the approval of the Program is not a commitment that the Buy-Backauthority granted under the Program will be used. In the event that economic and commercial conditions, market conditions, trading volumes on the Stock Exchange and/or the financial situation of the Company, etc. are not suitable, the Board of Directors of the Company may not initiate the Buy-Back Program at all or may be authorized to terminate the ongoing Buy-Back Program. Within the Buy Back Program, one or more Buy-Backesmay be made at different times.
(2) In the general assembly meetings where the Buyback Program will be approved, the meeting and resolution quorums stipulated in Article 418 of the TCC shall be applied, unless more stringent quorums are stipulated in the Articles of Association of TAB Gıda Sanayi Ve Ticaret A.Ş.
ARTICLE 5 - (1) The term of the Buy-Back Program is maximum three (3) years as of the date of the general assembly meeting where the Buy-Back Program is approved.
ARTICLE 6 - (1) The elements of the Buyback Program are regulated as follows;
There may be periods when the share price of TAB Gıda Sanayi Ve Ticaret A.Ş. is inconsistent with the Company's fundamental magnitudes or actual performance and the course of the related stock market indices due to adverse economic conditions that may be experienced globally or similar external factors, geopolitical risks that may arise in the geography where our country is located and other economic developments that may occur. In such periods, it is aimed to initiate a share buyback program in order to contribute to the healthy and stable formation of the share price and to alleviate the sales pressure that may occur on the shares. In addition, during such periods, the Company's purchase of its own shares may become a better investment choice than any other investment alternative. With the authorization granted by the General Assembly, it is aimed to monitor the price movements that will occur in the Stock Exchange during the Buy-Back Program period and to enable the Company to purchase its own shares from the Stock Exchange when conditions arise.
The term of the Buy-Back Program is a maximum of three (3) years from the date of the general assembly meeting where the Buy-Back Program is approved.
A maximum of 2.10% of the shares representing the issued capital of the Company may be subject to Buy-Back in a given period. Since the current number of shares in the Company is 261,292,000- (two hundred sixtyone million two hundred ninety-two thousand) shares, the maximum total number of shares that can be Buy-Backed in a certain period is 5,500,000- (five million five hundred thousand) shares. In the event that there is a change in the number of shares representing the Company's capital due to any transaction and/or there are shares that were previously subject to Buy-Back, utmost care shall be taken to comply with the 2.10% ratio.
If the maximum number of shares subject to Buy-Back is reached, the Buy-Back Program is terminated.
The "lower price limit" for share buybacks is 1 (one) penny.
The "upper price limit" for the Buy-Back of shares is 386% more than the "book value of shares" amount [((shareholders' equity/issued capital) x (1+386%)], which will be calculated by dividing the "shareholders' equity" amount in the consolidated statement of financial position (balance sheet) last publicly disclosed on the Public Disclosure Platform ("PDP") by the Company's issued capital.
In the event of transactions that require correction of the share price, the specified lower and upper price limits will be corrected, if necessary, within the framework of the Exchange regulations. The lower and upper price limits that are subject to correction and/or redetermined in this way will be announced on the Public Disclosure Platform with a material event disclosure.
The share price performance of public joint stock companies whose shares are traded on the stock exchange is determined under free market conditions according to the situation of the company and the sector in which the company operates, the financial data and specific conditions of the company, general macroeconomic conditions and the supply and demand for the shares in question. In this framework, the maximum share Buy-Back price to be determined each quarter pursuant to this article should not be considered as a target price determined by the Company for the share price.
Although not included in this section, the regulations in the Communiqué on the subject shall be complied with.
The maximum amount of the fund allocated for the buyback is TL 750,000,000 (seven hundred and fifty million),-Turkish Lira and the Company will meet this fund from its own resources. The Company has no commitment to use the entire amount of this fund for Buy-Back.
There are no existing shares previously purchased by the Company and there is no previous Buy-Back Program.
The Buyback Program will not have a negative impact on the Company's financial position and results of operations
None.
As of 08.05.2024, the lowest, highest and weighted average share price (Turkish Lira) for the year and the last three months are as follows
| (TL) | Lowest Price | Highest Price | Weighted Average Price |
|---|---|---|---|
| Last Year* | 98 | 207.8 | 150.43 |
| Last 3 Years | - | - | - |
*The Company started to be traded on the Stock Exchange as of 26.10.2023. The share prices in the related row are valid for the date range 26.10.2023 - 08.05.2023.
Related parties do not have any special benefit from this transaction.
ARTICLE 7 - (1) The nominal value of the shares of the Company Buy-Backed pursuant to the provisions of the Communiqué may not exceed 10% (ten percent) of its issued capital including the previous purchases. The shares that are disposed of during the Buy-Back Program are not taken into account as a discount item in the calculation of this ratio.
(2) The Buy-Backed shares of the Company must be traded on the Stock Exchange and the Buy-Back transactions shall be carried out only on the Stock Exchange's market where the Company's shares are traded.
(3) The total value of the Buy-Backed shares cannot exceed the total amount of the resources that can be subject to dividend distribution within the framework of the Board regulations. It is the responsibility of the Board of Directors to ensure compliance with this condition through the last annual financial statements prepared in accordance with the Board regulations and approved at the general assembly prior to the Buy-Back transaction to be carried out within the framework of the Buy-Back Program.
ARTICLE 8 - (1) In the event that the Company has inside information whose disclosure is postponed, no Buy-Back or sale transaction is made within the scope of the Communiqué.
(2) In the event that the Company intends to make a capital increase, no Buy-Back or sale transaction may be made within the scope of the Communiqué from the date of the board of directors' decision regarding the capital increase until the date of completion of the capital increase transactions.
ARTICLE 9 - (1) The Company management shall make best efforts to ensure compliance with the transaction restrictions set forth in Article 11 of the Communiqué during the Program.
ARTICLE 10 - (1) The Company management pays utmost care to comply with the "public disclosure" regulations set forth in the Communiqué and the relevant legislation in relation to Buy-Back transactions.
ARTICLE 11 - (1) With respect to Buy-Back transactions, the Company management shall pay utmost care to comply with the provisions of the Communiqué and the relevant legislation regarding the circumstances that are not considered as "information abuse" or "market fraud".
ARTICLE 12 - (1) Regarding the Buy-Backtransactions, the Company management may determine the "transaction principles" in the Communiqué. compliance with its regulations.
ARTICLE 13 - (1) The Board's regulations on financial reporting and TMS/TFRSs shall be taken as basis in accounting of treasury shares.
(2) A reserve fund equal to the Buy-Backprice of the Buy-Backed shares is set aside and classified as restricted reserve under shareholders' equity. Buy-Backedshares and such reserves shall be presented in the financial statements in accordance with the formats announced by the Board. Reserves set aside under this paragraph,
If the Buy-Backed shares are sold or redeemed, an amount equal to the Buy-Backvalue is released.
ARTICLE 14 - (1) During the Buy-Back Program, in the event of any amendment in the Communiqué and the relevant legislation, the provisions of the Buy-Back Program that are contrary to the Communiqué and the relevant legislation shall not be applied. In the event that the amendments in the Communiqué and the relevant legislation contain provisions that will not cause the Buy-Back Program to be contrary to the Communiqué and the relevant legislation, the board of directors and/or, if authorized by the board of directors, the relevant real or legal persons and the relevant body of the Company shall be authorized to apply or not to apply such provisions. Even in this case, the Buy-Backed Program shall be harmonized with the Communiqué and/or relevant legislation amendments at the first general assembly meeting to be held by the Company.
ARTICLE 15 - (1) The Buy-Back Program enters into force upon the approval of the general assembly.
ARTICLE 16 - (1) The Board of Directors shall execute the Buy-Back Program. The Board of Directors may delegate this authority to the real or legal persons and relevant Company organs to be determined by it.
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