Pre-Annual General Meeting Information • Jun 21, 2024
Pre-Annual General Meeting Information
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| Summary Info | Registration and TTSG Announcement of the Results of the 2023 Ordinary General Assembly Meeting. |
| Update Notification Flag | Yes |
| Correction Notification Flag | No |
| Postponed Notification Flag | No |
General Assembly Invitation
| General Assembly Type | Annual |
| Begining of The Fiscal Period | 01.01.2023 |
| Ending Date Of The Fiscal Period | 31.12.2023 |
| Decision Date | 22.04.2024 |
| General Assembly Date | 20.05.2024 |
| General Assembly Time | 11:00 |
| Record Date (Deadline For Participation In The General Assembly) | 19.05.2024 |
| Country | Turkey |
| City | İSTANBUL |
| District | ÜMRANİYE |
| Address | Çakmak Mh. Tavukçuyolu Cd. No:22, 34770 Ümraniye/İstanbul |
Agenda Items
1 - Formation of the Council of the Ordinary General Assembly and authorization of the Council to sign the minutes.
2 - Discussion and approval of the 2023 Annual Report of the Board of Directors.
3 - Discussion of the 2023 Independent Audit Report prepared by the Independent Audit Firm.
4 - Discussion and approval of the financial statements for the fiscal year 2023.
5 - Discussion of the release of the members of the Board of Directors individually for the activities of the Company in 2023.
6 - Determining and resolving on all kinds of financial rights such as remuneration and attendance fees of the members of the Board of Directors within the framework of the Company's Remuneration Policy.
7 - Pursuant to Article 363 of the Turkish Commercial Code, submission to the General Assembly for approval of Erman ÇETE, independent member of the Board of Directors elected to replace Ayşe Füsun ÖZCAN, independent member of the Board of Directors who resigned, to complete the term of his predecessor as an independent member of the Board of Directors.
8 - Submission of the independent board member candidate Bekir Murat ÖGEL for the approval of the general assembly, pursuant to Article 359 of the Turkish Commercial Code.
9 - Informing the shareholders about the Capital Markets Board's opinion that Yusuf GÜNAY, who was elected as an independent member of the Board of Directors at the Ordinary General Assembly meeting dated 28.03.2023, meets the conditions specified in Article 4.3.6 of the Corporate Governance Principles annexed to the Corporate Governance Communiqué numbered II-17.1 in line with the Capital Markets Board's meeting dated 04.04.2024 and numbered 19/543,
10 - Discussion and resolving on the Board of Directors' proposal for the selection of an Independent Audit Firm for the audit of the accounts and transactions for the year 2024 in accordance with the Turkish Commercial Code and the Capital Markets Law,
11 - Determining the utilization of 2023 profit and the rates of profit and dividends to be distributed.
12 - Pursuant to the Turkish Commercial Code and Capital Markets Board regulations; informing the shareholders about the guarantees, pledges, mortgages, and sureties given by the Company and its subsidiaries in favor of third parties in 2023 and the income or benefits obtained.
13 - Providing information about the donations and grants made by the Company in 2023 in accordance with the Corporate Governance Principles and determining the upper limit for donations and grants to be made in 2024.
14 - In line with the Corporate Governance Principles, Principle No. 1.3.6, informing the shareholders about the significant transactions realized in 2023 that may cause conflict of interest.
15 - Grating the Board of Directors, the permission and authorities set forth under Articles 395 and 396 of the Turkish Commercial Code.
16 - Wishes and comments.
Corporate Actions Involved In Agenda
Dividend Payment
General Assembly Results
| Was The General Assembly Meeting Executed? | Yes |
| General Assembly Results | As summary, the following resolutions have been adopted at the 2023 Ordinary General Assembly Meeting of our Company which was held on Monday, May 20, 2024, at 11:00 AM in; Çakmak Mahallesi, Tavukçuyolu Cd., No: 22, 34770, Ümraniye/Istanbul. 1) Mehmet Burak KUTLUĞ selected as the Chairman of the Meeting. The Meeting Chairman appointed Murat KİPRİTCİ as the Vote Collector and Bakican GENÇTÜRK as the Minute Clerk, thereby forming the Meeting Presidency. Additionally, Çiğdem ABALI YILMAZER was assigned to use the Electronic General Assembly System. 2) The Board of Directors' Activity Report for 2023 was read, accepted, and discussed. 3) The Independent Audit Report for 2023 was read and accepted, with the discussion section read and information provided to the shareholders. 4) The Consolidated Financial Statements for 2023 were read, accepted, discussed, and approved. 5) The members of the Board of Directors were released with the regard to the 2023 activities. 6) It was decided to pay each Board Member a net monthly fee of 40,000 TL for the duration of their term starting from the date of the general assembly. 7) Pursuant to Article 363 of the Turkish Commercial Code (TCC), Erman ÇETE was elected as an independent board member to replace the resigned independent board member Ayşe Füsun ÖZCAN. 8) Pursuant to Article 359 of the Turkish Commercial Code (TCC) , Bekir Murat ÖGEL was elected as an independent board member. 9) Shareholders were informed about the Capital Markets Board's opinion regarding Yusuf GÜNAY, elected as an independent board member at the ordinary general assembly meeting on 28.03.2023, in line with the Capital Markets Board's meeting dated 04.04.2024 and numbered 19/543, concerning his compliance with the conditions specified in Article 4.3.6 of the Corporate Governance Principles annexed to the Communiqué on Corporate Governance II-17.1. 10) Reform Bağımsız Denetim A.Ş. was elected as the independent auditing firm for one year. 11) It was decided not to distribute the period profit but to transfer it to the previous years' profits and to transfer the period loss to the previous years' losses. 12) Shareholders were informed about the guarantees, pledges, mortgages, and sureties given by the Company and its subsidiaries for the benefit of third parties in 2023, as well as the income or benefits obtained. 13) It was presented to the shareholders that a total of 1,436,747.85 TL in donations and aid was made in 2023. It was decided to set the upper limit of donations to be made by the Company in 2024 as 0.4% (four per thousand) of the revenue for 2023. 14) Shareholders were informed about significant transactions that could cause conflicts of interest conducted in 2023 in line with Principle 1.3.6 of the Corporate Governance Principles. 15) It was decided to grant permission to the Board Members to perform the transactions written in Articles 395 and 396 of the Turkish Commercial Code. 16) The wishes and suggestions of the shareholders were listened to. Appendix 1 : Minutes of the 2023 Ordinary General Assembly Meeting. Appendix 2 : List of Attendees of the 2023 Ordinary General Assembly Meeting. Appendix 3 : 2023 Dividend Distribution Table. |
Decisions Regarding Corporate Actions
| Dividend Payment | Discussed |
General Assembly Registry
| Were The Minutes Registered? | Yes |
| Date of Registry | 28.05.2024 |
General Assembly Result Documents
| Appendix: 1 | Tatlıpınar - 20.05.2024 Hazirun (EN).pdf - List of Attendants |
| Appendix: 2 | Tatlıpınar - Toplantı Tutanağı 20.05.2024 (imza).pdf - Minute |
| Appendix: 3 | Tatlıpınar - Hazirun Cetveli 20.05.2024.pdf - List of Attendants |
| Appendix: 4 | Tatlıpınar GAM-20.05.2024.pdf - Minute |
| Appendix: 5 | Kar Dağıtım Tablosu.pdf - Other Result Document |
| Appendix: 6 | Dividend Distribution table.pdf - Other Result Document |
Additional Explanations
The results of our company's 2023 Ordinary General Assembly Meeting held on May 20, 2024, were registered by the Istanbul Trade Registry Office on May 28, 2024, and announced in the Turkish Trade Registry Gazette issue number 11091, dated May 28, 2024.
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