Pre-Annual General Meeting Information • May 24, 2024
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
The Ordinary General Assembly meeting of Yünsa Yünlü Sanayi ve Ticaret Anonim Şirketi for 2023 will be held on 24 May 2024, at 15:00, at the Hotel Raffles Istanbul Melissa hall at Levazım , Koru Sokak Zorlu Center, 34340 Beşiktaş/İstanbul, at the Istanbul Governorship Provincial Directorate of Commerce. It was carried out under the supervision of the Ministry Representative Güner KAKI, who was appointed by the letter dated 23 May 2024 and numbered E-90726394-431.03-00097141999 .
The call for the meeting, as stipulated in the law and the articles of association and including the agenda, will be published in the Turkish Trade Registry Gazette dated 25 April 2024, numbered 11069, on the Company's website http://www.yunsa.com and on the Central Registry Agency. Inc. It was made in due time, by being announced on the Public Disclosure Platform and the Electronic General Assembly System (EGKS), three weeks before the general assembly day.
In the examination of the list of those present, 6,000,000,000 shares with a nominal value of 1 Kurus each, corresponding to the Company's total capital of 60,000,000 TL; 183,300 shares, corresponding to a capital of 1,833 TL, are held in person, and 3,473,127,011.7 shares, corresponding to a capital of 34,731,270.117 TL, are held by proxy, giving a total of 3,485,881,728.374 shares, corresponding to a capital of 34,858,817.283741 TL. 1 share was represented at the meeting and thus the necessary that the minimum meeting quorum stipulated in the law and the articles of association is present, Company Chairman Mustafa SÜRMEGÖZ, Board Member Taha Adnan SÜRMEGÖZ, Board Member Tamer SAKA, Board Member Cem Nuri TEZEL, Independent Board Member Ahmet Cevat ACAR and Independent Board Member It was understood that member Ahmet YARIZ and Gökhan YÜKSEL , representing PwC Independent Auditing and Free Accounting Mali Müşavirlik Anonim Şirketi, which carried out the independent external audit of the financial statements of the Company for the 01.01.2023-31.12.2023 accounting period , were present at the meeting and it was determined and stated by the Ministry Representative. Upon request, the meeting was opened both physically and electronically by Board Member Tamer SAKA.
1- With the motion submitted in accordance with Article 19 of the articles of association, Board Member Tamer SAKA was proposed as the Chairman of the Meeting. As a result of the voting, the election of Tamer SAKA as the Chairman of the Meeting was accepted by majority vote with 34,848,671.251741 TL positive votes against 10,146,032 TL negative votes . The Chairman appointed Semih UTKU as Minutes Clerk and Murat DOĞAN as Vote Collector and the Meeting Presidency was formed.
appointed Mahmut Nadir GÜNAK, a Company employee who has the Central Registry Agency Electronic General Assembly System Certificate, to use the Electronic General Assembly System . Since no request was made to change the order in which the agenda items were discussed, the discussion of the agenda items continued in the order announced.
positive votes against TL negative votes. The "Opinion" section was read and presented to the partners.
I. The 5% general legal reserve fund that must be set aside in accordance with Article 519 of the Turkish Commercial Code should not be allocated for 2023, since the current general legal reserve fund in the TPL records as of 31.12.2023 exceeds the 20% limit of the capital;
In the financial statements prepared according to VUK records, as a result of the inflation accounting of the balance sheet dated 31.12.2023, the Prior Year Profits / Losses account, which includes the current year profit of 473.473.263 TL, gave a positive balance of 262.295.379 TL, and the Inflation related to Equity accounts in the amount to cover the total decrease of 211.177.884 TL. There is an Adjustment Difference amount; In this context, according to VUK records, there is a net distributable profit of 473,473,263 TL;
According to the financial statements prepared in accordance with TFRS, it was seen that 544,242,878 TL of distributable profit was obtained, and by adding the 164,773 TL donation made during the year and calculated according to the purchasing power on December 31, 2023, a first dividend base of 544,407,651 TL was created. Accordingly;
ii. In accordance with the Capital Markets Legislation, the provisions of the Articles of Association and the Profit Distribution Policy, the Net Distributable Period Profit will be distributed as follows;
| First Dividend | : | 3,000,000.00 TL |
|---|---|---|
| Second Dividend | : | 233,736,631.38 TL |
| Total Gross Profit Share : | 236,736,631.38 TL | |
| Extraordinary Reserve | : | 307,671,019.54 TL |
As a result of profit distribution being made according to the above principles,
Thus, from the 2023 profit, a total of 236,736,631.38 TL dividend will be distributed to the shareholders representing 60,000,000.00 TL capital, at the rate of 394.56% (Gross) and 355.10% (Net), depending on their legal status, as of May 30, 2024. The issue of cash distribution from now on was accepted by majority vote with 34,848,671.251741 TL positive votes against 10,146,032 TL negative votes.
PURPOSE AND SCOPE
Article 1
(1) The purpose of this Internal Directive is; The working principles and procedures of the General Assembly of Yünsa Yünlü Sanayi ve Ticaret Anonim Şirketi are determined within the framework of the Law, Capital Markets Law, relevant legislation and the provisions of the Articles of Association. This Internal Directive covers all ordinary and extraordinary general assembly meetings of Yünsa Yünlü Sanayi ve Ticaret Anonim Şirketi.
REST
(1) This Internal Directive has been prepared by the Board of Directors in accordance with the provisions of the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to be Attended at These Meetings.
Article 3
(1) In this Internal Directive;
a) Meeting: One-day meeting of the General Assembly,
b) Law: Turkish Commercial Code No. 6102 dated 13/1/2011,
c) Session: Each part of each combination that is interrupted for rest, meal breaks and similar reasons,
d) Meeting: Ordinary and Extraordinary General Assembly Meetings,
e) Meeting Presidency: Consists of the meeting chairman elected by the General Assembly to manage the meeting in accordance with the first paragraph of Article 419 of the Law, the Meeting Deputy Chairman elected by the General Assembly when necessary, the Minutes Clerk determined by the Meeting Chairman and, if deemed necessary by the Meeting Chairman. The board consisting of the Vote Collector ,
expresses .
II. SECTION
WORKING PROCEDURES AND PRINCIPLES OF THE GENERAL ASSEMBLY
PROVISIONS TO BE COMPLIED WITH
Article 4
(1) The meeting is held in accordance with the provisions of the Law, the Capital Markets Law, relevant legislation and the Articles of Association regarding the General Assembly.
Article 5
(1) Shareholders registered in the list of attendees prepared by the Board of Directors, taking into account the list of shareholders provided by the Central Registry Agency Joint Stock Company, or their representatives authorized within the framework of the regulations of the Capital Markets Board regarding voting by proxy, Members of the Board of Directors, Management Board Member Candidates, Auditor, Ministry Representative, persons to be elected or assigned as the Chairman of the Meeting, certified users who will use the Electronic General Assembly System and technical persons who will intervene in this system when necessary, other managers and employees of the Company and company personnel assigned to create the list of those present, Guests and press members can enter.
(2) At the entrance to the meeting place, real person shareholders and representatives appointed from the electronic general assembly system established in accordance with Article 1527 of the Law must present their identity cards, representatives of real person shareholders must present their identities along with their representation documents, and representatives of legal person shareholders must present their authorization documents. and thus they are required to sign the places shown for them in the list of those present. These control operations are carried out by the Board of Directors or one or more Board Members appointed by the Board of Directors , or by the person or persons appointed by the Board of Directors.
(3) Duties regarding the preparation of the meeting place to accommodate all shareholders and the availability of stationery, documents, tools and equipment that will be needed during the meeting are carried out by the Board of Directors or the person or persons appointed by the Board of Directors.
The meeting moment can be recorded audio and video, provided that the legislative provisions regarding the electronic general assembly system are reserved.
Article 6
(1) The meeting will be held at the place where the Company's headquarters is located, or upon the decision of the Board of Directors, at another place within the borders of the province where the headquarters is located, or where the Company's industrial facility is located, at a previously announced time, by the Chairman of the Board of Directors or the Deputy Chairman or one of the Members of the Board of Directors. It is opened simultaneously in physical and electronic environment upon the determination in a report that the quorums specified in Articles 418 and 421 of the Law are met.
Article 7
(1) The General Assembly meetings are chaired by a Chairman elected by the General Assembly, who does not have to be a shareholder.
(2) At least one minute clerk and, if deemed necessary, a vote collector are appointed by the President. Additionally, experts may be appointed by the meeting chairman to use the electronic general assembly system during the meeting.
(3) The meeting chairman is authorized to sign the meeting minutes and other documents that form the basis of this minute.
(4) While managing the General Assembly Meeting, the Chairman of the Meeting acts in accordance with the Law, the Capital Markets Law, the Articles of Association and the provisions of this Internal Directive.
Article 8
(1) The Meeting Presidency performs the following duties under the management of the Chairman:
a) To examine whether the meeting is held at the address shown in the announcement and whether the meeting place is suitable if specified in the articles of association,
b) Whether the general assembly has been invited to the meeting, as shown in the articles of association, by the announcement published on the Company's website, the Public Disclosure Platform, other places determined by the Board and the Turkish Trade Registry Gazette, and whether this call will be valid from the date of the meeting, excluding the announcement and meeting days. To examine whether it was held at least three weeks ago and to record this in the meeting minutes.
c) To check whether those who are not authorized to enter the meeting place enter the meeting and whether the duties stipulated in the second paragraph of Article 5 of this Internal Directive regarding entry to the meeting place are fulfilled by the Board of Directors.
d) If changes have been made, the Articles of Association including the changes, the Share Register, the Annual Activity Report of the Board of Directors, Auditor Reports , financial statements, the agenda, the draft amendment prepared by the Board of Directors if there is an amendment to the articles of association on the agenda, the amendment to the articles of association. the permission letter and its annexed amendment draft received from the Ministry of Trade and the Capital Markets Board regarding To determine whether the minutes and other necessary documents related to the meeting are completely present at the meeting place and to indicate this in the meeting minutes.
e) To check the identity of those who attend the General Assembly in person or on behalf by signing the list of attendees, upon objection or necessity, and to check the accuracy of their representation documents.
f) To determine whether the Executive Directors, at least one Board Member and the Auditor are present at the meeting and to indicate this in the meeting minutes.
g) To manage the activities of the General Assembly within the framework of the agenda, to prevent deviations from the agenda except for the exceptions specified in the Law and Capital Markets Legislation , to ensure the order of the meeting and to take the necessary measures for this purpose.
h) Opening and closing meetings and sessions and closing the meeting.
i) To read or have others read decisions, drafts, minutes, reports, suggestions and similar documents regarding the discussed issues to the General Assembly and to give the floor to those who wish to speak about them.
j) To have voting on the decisions to be taken by the General Assembly and to report the results.
k) To monitor whether the minimum quorum for the meeting is maintained at the beginning, continuation and end of the meeting, and whether the decisions are taken in accordance with the quorums stipulated in the Law, Capital Markets Legislation and the Articles of Association.
l) In accordance with Article 436 of the Law , to prevent those who lack the right to vote from voting on the decisions specified in the said article.
m) To postpone the discussion of financial statements and related issues upon the request of the shareholders holding one twentieth of the capital, to be discussed at the meeting to be held one month later, without the need for the General Assembly to take a decision on this issue.
n) To ensure that the minutes of the General Assembly activities are prepared, to record objections in the minutes, to sign the decisions and minutes, to indicate the votes cast in favor and against the decisions taken at the meeting in the meeting minutes without any hesitation.
o) To deliver the meeting minutes, Board of Directors Annual Activity Report, Auditor Reports, Financial Statements, list of attendees, agenda, motions, voting papers and minutes of the elections, if any, and all documents related to the meeting to one of the Board Members present with a report at the end of the meeting. .
(1) The meeting chairman reads or has the meeting agenda read to the general assembly. The President asks whether there is a change proposal regarding the order in which the agenda items are discussed, and if there is a suggestion, it is submitted to the General Assembly for approval. The order in which agenda items are discussed may be changed by the decision of the majority of votes present at the meeting.
Article 10
(1) The following items must be included in the agenda of the Ordinary General Assembly:
a) Opening and establishment of the Meeting Presidency.
b) Discussing the Annual Activity Report of the Board of Directors, Auditor reports and Financial Statements in companies subject to audit.
c) Release of the Members of the Board of Directors and Auditors, if any.
d) Election of the Board Members and the Auditor whose terms have expired .
e) Determining the salaries of the Board Members and their rights such as attendance fee, bonuses and premiums.
(2) The agenda of the Extraordinary General Assembly Meeting consists of the reasons that necessitate the meeting.
(3) Subjects that are not included in the meeting agenda cannot be discussed and decided, except for the exceptions stated below:
a) If all partners are present, a topic can be added to the agenda by unanimous vote .
b) In accordance with Article 438 of the Law, any shareholder's special audit request is decided by the general assembly, regardless of whether it is on the agenda or not.
c) Issues of dismissal of Board Members and election of new ones are deemed to be related to the negotiation of year-end financial statements and are discussed and decided directly upon request, regardless of whether there is an article on the subject on the agenda.
d) Even if there is no item on the agenda, in the presence of justified reasons such as corruption, incompetence, violation of the obligation of loyalty, difficulty in performing duties due to membership in many companies, discord, abuse of influence, the issues of electing new Members of the Board of Directors to replace them are put on the agenda by the majority vote of those present at the General Assembly. .
(4) The agenda item that has been discussed and decided at the General Assembly cannot be re-discussed and decided upon unless the decision is made unanimously by those present.
(5) As a result of the audit or for any reason, the issues requested to be discussed at the Company's General Assembly by the Ministry or the Board are put on the agenda.
(6) The agenda is determined by the person who calls the General Assembly to the meeting.
Article 11
(1) Shareholders or other interested parties who wish to speak on the agenda item being discussed shall notify the Meeting Presidency. The Presidency announces the people who will speak to the General Assembly and gives the right to speak to these people according to the order of application. If the person whose turn it is to speak is not present at the meeting place, he loses his right to speak. Speeches are made addressing the General Assembly from the place reserved for this purpose. People can change their speaking order among themselves. If the speaking time is limited, a person whose turn it is to make his speech may continue his speech when the speaking time expires, but only if the first person to speak after him gives the right to speak, provided that he completes his speech within that person's speaking time. Talking time cannot be extended in any other way.
(2) The Chairman of the Meeting may give the floor to the Members of the Board of Directors and the Auditor who wish to make a statement about the topics discussed, regardless of their order.
(3) The duration of the speeches is decided by the General Assembly upon the recommendation of the Chairman or the shareholders, depending on the density of the agenda, the number and importance of the issues to be discussed and the number of people who want to speak. In such cases, the General Assembly decides, by separate votes, first whether the speaking time should be limited and then what the time should be.
(4) In accordance with Article 1527 of the Law , the procedures and principles specified in the said article and sub-regulations are applied regarding the submission of opinions and suggestions of shareholders or their representatives who attend the General Assembly electronically.
(1) Before starting the voting, the Chairman of the Meeting explains the issue to be voted on to the General Assembly. If a draft decision is to be voted on, voting begins after it is determined and read in writing. After it is announced that the voting will take place, only the question regarding the procedure can be requested. Meanwhile, if there is a shareholder who has not been given the floor despite requesting it, he/she exercises his right to speak, provided that he is reminded and verified by the Chairman. No promises can be made after the voting begins.
(2) Votes on the issues discussed at the meeting are cast by show of hands and/or participation electronically. These votes are counted by the meeting chairman. When necessary, the presidency may appoint a sufficient number of people to assist in the vote counting. Those who do not raise their hands or vote electronically are deemed to have cast a "rejection" vote, and these votes are deemed to have been cast against the relevant decision in the evaluation. However, if the partners who own one tenth of the issued capital request it, it is mandatory to resort to written or secret voting.
(3) Pursuant to Article 1527 of the Law , the procedures and principles specified in the said article and sub-regulations shall apply regarding the voting of shareholders or their representatives who attend the General Assembly electronically.
Article 13
(1) The list of those present showing the shareholders or their representatives, their shares, groups, numbers and nominal values is signed by the chairman of the meeting, and a summary of the questions asked and answers given at the General Assembly, the decisions taken and the positive and negative statements used for each decision are signed. By clearly showing the number of negative votes in the minutes, it is ensured that the minutes are prepared in accordance with the principles specified in the Law and relevant legislation.
(2) General Assembly minutes are prepared at the meeting place and during the meeting by typewriter, computer or handwritten using a legible ink pen. In order for the minutes to be written on a computer, there must be a printer at the meeting place that allows printing.
(3) The minutes are prepared in at least two copies and each page of the minutes is signed by the Meeting Chairman and the Ministry Representative.
(4) In the report; The trade name of the company, the date and place of the meeting, the total nominal value of the company's shares and the number of shares, the total number of shares represented in person and by proxy at the meeting, the name and surname of the Ministry Representative and the date and number of the appointment letter, and if the meeting is announced, specifying how the invitation was made. It is mandatory.
(5) The amount of votes regarding the decisions taken at the meeting are stated in the minutes in numbers and words to avoid any hesitation.
(6) The names, surnames and reasons for opposition of those who vote negatively on the decisions taken at the meeting and wish to have their opposition recorded in the minutes are recorded in the minutes.
(7) If the justification for opposition is given in writing, this letter is added to the minutes. In the minutes, the name and surname of the partner or representative expressing their opposition is written and it is stated that the opposition letter is attached. The opposition letter added to the minutes is signed by the meeting chairman and the Ministry Representative.
ACTIONS TO BE TAKEN AT THE END OF THE MEETING Article 14
(1) At the end of the meeting, the Meeting Chairman delivers a copy of the minutes and all other documents related to the General Assembly to one of the Board Members present at the meeting. This situation is determined in a separate report to be drawn up between the parties.
(2) The Board of Directors is obliged to submit a notarized copy of the minutes to the trade registry directorate within fifteen days at the latest from the date of the meeting and to have the matters subject to registration and announcement in this minutes registered and announced.
(3) The minutes are also posted on the company's website within five days from the date of the general assembly.
(4) The meeting chairman also delivers a copy of the list of attendees, agenda and general assembly meeting minutes to the Ministry Representative.
JOINING THE MEETING ELECTRONICLY Article 15
(1) In order for the General Assembly Meeting to be held electronically in accordance with Article 1527 of the Law , the procedures to be carried out by the board of directors and the meeting chairmanship are carried out by taking into account Article 1527 of the Law and the relevant legislation.
ARTICLE 16
(1) The provisions of the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to be Attended at These Meetings regarding the request for a Ministry Representative and the duties and powers of this representative are reserved.
(2) It is mandatory to comply with the provisions of the Regulation specified in the first paragraph in preparing the list of those who can attend the General Assembly and those present, and in preparing the representation documents and meeting minutes to be used in the general assembly.
SITUATIONS UNPROVIDED IN THE INTERNAL DIRECTIVE
Article 17
(1) In case a situation not foreseen in this Internal Directive is encountered during the meetings, action is taken in line with the decision to be made by the General Assembly.
ACCEPTANCE OF THE INTERNAL DIRECTIVE AND AMENDMENTS Article 18
(1) This Internal Directive is put into effect, registered and announced by the board of directors with the approval of the General Assembly of Yünsa Yünlü Sanayi ve Ticaret Anonim Şirketi. Amendments to the Internal Directive are also subject to the same procedure.
ENFORCEMENT OF THE INTERNAL DIRECTIVE
Article 19
(1) This Internal Directive was accepted at the general assembly meeting of Yünsa Yünlü Sanayi ve Ticaret Anonim Şirketi dated 24 May 2024 and will come into force on the date of its announcement in the Turkish Trade Registry Gazette.
15- In the wishes and wishes section, the partners expressed their good wishes.
Since there were no more topics to be discussed on the agenda, the Meeting Chairman closed the meeting by announcing that the meeting quorum was maintained throughout the meeting.
This minute, consisting of 9 pages, was prepared in 5 copies at the meeting place, read and signed, following the meeting. Besiktas, Istanbul, 24.05.2024 at 16:28
Ministry Representative Meeting Chairman
GÜNER KAKI TAMER SAKA
Minutes Clerk Vote Collection Officer
SEMİH UTKU MURAT DOĞAN
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.