Pre-Annual General Meeting Information • May 16, 2024
Pre-Annual General Meeting Information
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Istanbul Directorate of Trade Registry Trade Registration No: 563336
2023 Ordinary General Assembly Meeting of the Company will be held at 13:00 o'clock on 25.06.2024, and in the Head Office situated at Cifte Havuzlar Mah. Eski Londra Asfalti Cad. Kulucka Mrk. A2 Blok No:151/1B Iç Kapi No: B01 Esenler Istanbul.
The shareholders may attend to the Ordinary General Assembly in person or through their representatives and be present physically or using electronic media. Attendance on electronic media is possible provided that the shareholders or their representatives who attend by such means use electronic signature. Therefore, the shareholders who desire to take action with Electronic General Assembly System should register their contact information by signing up to e-Yatirimci (Yatirimci Bilgi Merkezi)1 of Merkezi Kayit Kurulusu A.S. (MKK) and should have secure electronic or mobile signature. Otherwise, the shareholders or their representatives will not be able to attend to electronic General Assemblies.
Furthermore, the shareholders or their representatives who desire to attend to the General Assembly on electronic media should perform the liabilities in accordance with the provisions of "the Regulation on the General Assemblies of Joint Stock Companies to be Held Online (EGKS)" and "the Communiqué on the Online General Assembly System to be Implemented at the General Assemblies of Joint Stock Companies".
Shareholders who cannot attend to the General Assembly in person should draw their power of attorney according to the attached sample or obtain a power of attorney form from the head office or by navigating to www.kafein.com.tr. Such shareholders should also do the necessary as prescribed by "the Communiqué on Voting by Proxy and Proxy Solicitation" (Capital Markets Board, II-30.1), and attest the signature on the power of attorney form at a notary office or attach a signature declaration arranged at a notary office to such signed power of attorney form. Power of attorney submission is not necessary for the representatives who are assigned on Electronic General Assembly System by electronic means.
• Power of Attorney Sample is given under ANNEX-1.
Starting on the 21st day remaining for the General Assembly Meeting, the submitted General Assembly Meeting Attendance Procedure, Power of Attorney Form and the Statements Concerning the Agenda are offered to the examination of the shareholders at company headquarter or at www.kap.org.tr, Central Registry Agency's (MKK) Electronic General Assembly System or at www.kafein.com.tr.
As per article 29 of Capital Markets Law no. 6362, the shareholders will not be served separately with a registered mail for invitation to the General Assembly Meeting.
Kindly submitted to the shareholders. Best Regards,
1 e-Yatirimci: Yatirimci Bilgi Merkezi Registiration Link: https://eyatirimci.mkk.com.tr
Cifte Havuzlar Mah. Eski Londra Asfalti Cad. Kulucka Mrk. A2 Blok No:151/1B Iç Kapi No: B01 Esenler Istanbul
Tel: 0212 924 20 30
• The Agenda Items of the General Assembly Meeting are given under ANNEX-2.
As per "Corporate Governance Communiqué" (II-17.1) which was issued for compliance with Capital Markets Law no. 6362, the statements concerning agenda items have been given under the relevant agenda item below, and, in this regard, the general statements are offered in this section:
The issued capital of Kafein Yazilim Hizmetleri Ticaret A.S. consists of 19.750.000 shares with TRY 1.00 as the nominal value of each share. As of the closing of the current period, the distribution of the issued capital of Kafein among the partners is as follows:
| Shareholders | Group A | Group B | Group C | Total Capital Amount (TRY) |
Capital Share (%) |
Voting Right (%) |
|---|---|---|---|---|---|---|
| Ali Cem Kalyoncu 183.333 | 183.333 | 4.573.716 | 4.940.382 | 25,01 | 40,48 | |
| Public/Other | 14.809.618 | 14.809.618 | 74,99 | 59,52 | ||
| TOTAL | 183.333 | 183.333 | 19.383.334 | 19.750.000 | 100,00 | 100,00 |
As specified under article 7 of the Articles of Association, the shares of the Company are classified under three groups as Group (A), (B) and (C) shares. Group (A) and (B) shares are registered shares and represent the special rights and privileges defined in the Articles of Association. Group (C) shares are bearer shares and are not furnished with special rights and privileges.
As specified in article 9 of the Articles of Association, each and every Group A and B shareholder has 15 (fifteen) voting rights except for board member elections while each and every Group C shareholder has 1 (one) voting right in the ordinary and extraordinary general assembly meetings.
During a capital increase, group (A), (B) and (C) shares will be issued in proportion to the amount of Group (A), (B) and (C) shares, respectively, to represent the increased capital. In case of a capital increase where new shares are restricted, only Group C shares will be issued.
According to article 9 of the Articles of Association, 2 members are to be elected from among the Group A shareholders or the persons assigned by them while 1 member is to be elected from among the Group B shareholders or the person assigned by them in case the Board of Directors consists of 6 or 7 members. Similarly, 3 members are to be elected from among the Group A shareholders or the persons assigned by them while 1 member is to be elected from among the Group B shareholders or the person assigned by them in case the Board of Directors consists of 8 members.
One among the Group A shareholders or a person assigned by them takes office as the Chairman of the Board while one among the Group B shareholders or a person assigned by them serves as the Vice Chairman of the Board.
There are no managerial or operational changes of the Company which may significantly affect the operations of the Company.
No such request has been conveyed for 2023 Ordinary General Assembly Meeting.
As per "Turkish Code of Commerce (TTK) no. 6102", "the Regulation on the Principles and Procedures of the General Assembly Meetings of Joint Stock Companies and the Representatives from the Ministry to be Present at Such Meetings" ("the Regulation" or "the General Assembly Regulation") and article 7 of the Internal Directive of General Assembly, under the guidance of the person opening the meeting, a chairman and, if necessary, a vice chairman must be elected from among the proposed candidates who will be responsible for the management of the general assembly and who do not necessarily need to be shareholders. The chairman must elect at least one clerk and, if necessary, vote collectors in sufficient number. In addition, if the minutes clerk and the vote collector are not elected, their duties are carried out by the meeting chairman. Furthermore, the chairman may assign experts to do the technical works during meeting in case of general assemblies held on electronic media.
In accordance with the relevant regulations under Turkish Code of Commerce, the Regulation and the Capital Markets Law, information will be given to the shareholders as regards to the Activity Report which was submitted to the examination of the shareholders at the Head Office, the Electronic General Assembly Portal of MKK and at www.kafein.com.tr, the Company's website, for three weeks preceding the General Assembly meeting.
Issued in accordance with Turkish Code of Commerce and the regulations by the Capital Markets
Board, information will be given to the General Assembly as regards to the Independent Auditor's Report which was submitted to the examination of the shareholders at the Head Office, the Electronic General Assembly Portal of MKK and at www.kafein.com.tr, the Company's website, for three weeks preceding the General Assembly meeting.
The balance sheet and income statement for the current year will be read for the approval of the General Assembly in accordance with the provisions of Turkish Code of Commerce and the regulation.
In accordance with the provisions of Turkish Code of Commerce and the Regulation, the acquittal of the member of the Board of Directors for their activities, transactions, and calculations for the current year will be submitted to the approval of the General Assembly. As per article 479 of Turkish Code of Commerce, the board of directors cannot use the privileges in voting for acquittal.
Issued by the Company in conformance with the International Financial Reporting Standards for the current financial period, which was audited by independent audit firm, the Board of Director's Profit Distribution Statement will be submitted to the discussion and approval of the General Assembly.
At the meeting of the Board of Directors dated 08.05.2024 and numbered 13, it has been decided to submit the offer of distributing TRY 4,000,000 gross dividend to General Assembly's approval, from the net distributable profit of TRY 100,443,616.00 and 138,482,541.07 TL which are prepared in accordance with the capital market legislation and the legal records respectively, as of 31.12.2023.
The dividend distribution table prepared for the accounting period 01.01.2023 - 31.12.2023 is as follow.
| 1 | Paid/Issued Capital | 19.750.000,00 | |
|---|---|---|---|
| 2 | General Legal Reserves (According to Legal Records) | 3.950.000,00 | |
| Information regarding preference in profit distribution, if any, as per the articles of association |
No preference | ||
| According to CMB | Records (LR) | ||
| 3 | Period Profit/(Loss) | 110.380.369,00 | 157.270.880,66 |
| 4 | Payable Taxes ( - ) | 6.041.753,00 | 14.838.339,59 |
| 5 | Net Period Profit ( = ) (*) |
104.338.616,00 | 142.432.541,07 |
|---|---|---|---|
| 6 | Losses from Previous Years ( - ) | 0,00 | 0,00 |
| 7 | General Legal Reserves ( - ) | 3.950.000,00 | 3.950.000,00 |
| 8 | NET DISTRIBUTABLE PERIOD PROFIT ( = ) |
100.388.616,00 | 138.482.541,07 |
| 9 | Donations within the Year ( + ) | 55.000,00 | |
| 10 | Net Distributable Period Profit (Donations Included) |
100.443.616,00 | |
| First Dividend to Shareholders | |||
| - Cash | 4.000.000,00 | 4.000.000,00 | |
| 11 | - Bonus | 0,00 | 0,00 |
| - Total | 4.000.000,00 | 4.000.000,00 | |
| 12 | Dividend Distributed to Privileged Shareholders |
||
| 13 | Other Distributed Dividend -To the Members of the Board of Directors -To the Employees -To the Other Persons other than Shareholders |
||
| 14 | Dividend to redeemed shareholders | ||
| 15 | Second Dividend to Shareholders | ||
| 16 | General Legal Reserves | 400.000,00 | 400.000,00 |
| 17 | Statutory Reserves | 0,00 | |
| 18 | Special Reserves | 0,00 | |
| 19 | EXTRAORDINARY RESERVES | 95.988.616,01 | 134.082.541,08 |
| 20 | Other Resources Prescribed for Distribution -Profit from the Previous Year |
| PROFIT DISTRIBUTION STATEMENT FOR 2023 OF KAFEIN YAZILIM HIZMETLERI TIC. A.S. | |||||
|---|---|---|---|---|---|
| CASH DIVIDEND PER SHARE | |||||
| TOTAL | Cash Dividend Amount | ||||
| AMOUNT OF | Corresponding per Share | ||||
| DIVIDENDS AS | with nominal value of 1 TL |
| CASH (TL) | AMOUNT | RATIO | ||||
|---|---|---|---|---|---|---|
| (TL) | (%) | |||||
| GROSS | 4.000.000,00 | 0,202532 | 20,253165 | |||
| NET | 3.600.000,00 | 0,182278 | 18,227848 | |||
| BONUS DIVIDEND PER SHARE | ||||||
| TOTAL AMOUNT OF |
Bonus Dividend Amount | |||||
| Corresponding per Share | ||||||
| with nominal value of 1 TL | ||||||
| DIVIDENDS AS |
AMOUNT | RATIO | ||||
| BONUS (TL) | (TL) | (%) | ||||
| 0,00 | 0,0000 | 0,00 | ||||
| TOTAL | Total | Dividend Amount |
||||
| Corresponding per Share |
||||||
| DIVIDEND | with nominal value of 1 TL | |||||
| DISTRIBUTED | AMOUNT | RATIO | ||||
| (TL) | (%) | |||||
| TOTAL | 4.000.000,00 | 0,202532 | 20,253165 | |||
| AMOUNT OF DIVIDENDS DISTRIBUTED TO THE SHAREHOLDERS (TRY) |
THE RATE OF THE DISTRIBUTED DIVIDENDS TO THE NET DISTRIBUTABLE PERIOD PROFIT (INCLUDING DONATIONS) CALCULATED AS PER IFRS (%) |
|||||
| 4.000.000,00 | 3,98% | |||||
| AMOUNT OF BONUS DIVIDENDS DISTRIBUTED TO THE SHAREHOLDERS (TRY) |
THE RATE OF THE BONUS DIVIDEND DISTRIBUTED AS SHARE CERTIFICATES TO THE PAID CAPITAL (%) |
|||||
| 0,00 | 0,00 |
Note: There are no preferred shares in profit distribution.
Note: Net values of dividend amount per gross share have been calculated by taking the withholding tax rate as 10%.
According to article 4.6.5. of the annex to the Corporate Governance Communiqué (II-17.1) by the Capital Markets Board, The General Assembly will be informed about the remunerations and all other benefits (Pays: wage, premium, other regular and incidental payments, shares, derivatives of shares, share purchase options as part of grant of shares to employees, non-cash payments such as house or car transfers and/or allocations for use, and all the other benefits) provided to the members of the board of directors and executives with administrative responsibility.
For the period ending on 31.12.2023, the total amount of the attendance fee and similar other benefits granted to the board chairman, board members and senior management is TRY 19,395,013. The said information is shared under the footnote 6 titled "Related Party Transactions" within the independent audit report of 2023.
According to article 12 of the Corporate Governance Communiqué (II-17.1), the warrants, pledges, liens and sureties granted to the benefit of third parties and the acquired incomes and benefits must be included in the general assembly agenda as a separate item.
There is no warrants, pledges, liens and sureties granted third parties and the any acquired incomes and gained benefits from the transaction within the period of 01.01.2023-31.12.2023. The said explanation was shared in footnote number 24 titled "Provisions, Contingent Assets and Liabilities" in 2023 independent audit report.
According to article 1.3.10 of the Corporate Governance Communiqué (II-17.1), shareholders must be informed with a separate agenda item as regards to the amount of all the donations and grants, their beneficiaries, and the amendments to the policy.
As per article 6 of the Dividend Communiqué (II-19.1) by the Capital Markets Board, the limit of donations must be determined by the General Assembly unless otherwise stated in the articles of association, and the donations and grants provided must be offered to the information of the shareholders during general assemblies.
Based on the Board of Directors Decision dated 07.02.2023 and numbered 2023/02, due to the earthquake disaster in our country, a donation of TRY 25,000 was made to the "AHBAP Association" within the scope of the Company's Donation and Aid Policy.
Based on the Board of Directors Decision dated 19.12.2023 and numbered 2023/18, due to the earthquake, a donation of TRY 30,000 was made to the "Düzce Province Central District Village Service Union" within the scope of the Company's Donation and Aid Policy.
10. Granting Permit to the Controlling Shareholders, the Members of Board of Directors, Administrative Officers and Their Wives, Collateral Relatives and Relatives by Marriage as per Articles 395 and 396 of Turkish Code of Commerce, and Information to the Shareholders as Regards to the Transactions Carried Out during 2023 under the Corporate Governance Rule no. 1.3.6 of the Corporate Governance Communiqué by the Capital Markets Board.
In order for the members of the Board of Directors to make a transaction under paragraph 1, article 395 ("Prohibition of transaction with and loan from Company") and article 396 ("Noncompetition") of Turkish Code of Commerce, the approval of the General Assembly is required.
(1) The member of the board of directors cannot do any transaction with the company on behalf of himself or anyone else without obtaining permission from the general assembly; otherwise, the company may claim that the transaction made is false. The other party cannot make such a claim.
(2) The members of the board of directors who are not shareholders and the relatives of the members of the board of directors listed in Article 393 who are not shareholders cannot borrow cash from the company. The company cannot provide surety, guarantee and security for these persons, cannot assume responsibility or take over their debts. Otherwise, for the amount owed to the company, company creditors may directly follow these people for company debts in the amount the company is liable for.
(3) Without prejudice to the provisions of Article 202, companies included in the group of companies can be a surety and give guarantees to each other.
(4) Special provisions of the Banking Law are reserved.
(1) One of the members of the board of directors shall not be able to carry out a commercial business transaction that falls within the scope of the company's business, on behalf of himself or someone else, without obtaining the consent of the general assembly, nor can he enter a company dealing with the same type of business as an unlimited partner. The company is free to demand compensation from the members of the board of directors who have acted contrary to this provision or deems the transaction made in the name of the company instead of compensation and to sue that the interests arising from the contracts made on the account of third parties belong to the company.
(2) The choice of one of these rights belongs to the members other than the member who acts contrary to the provisions of the first paragraph.
(3) These rights expire at the end of three months from the date the other members learn about the said commercial transactions or that the member of the board of directors entered another company, and in any case, one year after their realization.
(4) The provisions regarding the responsibilities of the members of the board of directors are reserved.
As per the compulsory Corporate Governance Rule no. 1.3.6. by the Capital Markets Board, in case the controlling shareholders, board members, administrative directors and their wives, collateral relatives and relatives by marriage make a significant transaction which may lead to conflict of interests with the partnership or subsidiaries and/or make a transaction which belongs to a field of activity of the partnership or a subsidiary or participate as a partner in another partnership which is engaged in the same fields of activity, such transactions must be brought to the agenda of the general assembly and must be included in the general assembly report by providing detailed information as a separate agenda item during the meeting of the general assembly.
In order to do the necessary as specified by such regulations, the grant of permit will be offered to the approval of the shareholders during the General Assembly and will be informed during the year about the transactions thereunder.
Based on the resolution taken by the Board of Directors dated 15.02.2023 and numbered 3, with respect to the "Communiqué on Buy-Backed Shares" numbered II-22.1 and to the announcements made by the Capital Markets Board of Turkey dated 14.02.2023 and numbered 9/177; it has been decided to initiate the buyback program regarding the company's shares traded on BIST, since share values do not reflect the actual performance of the company's operations and determine the maximum number of shares, which may be subject to the buyback as 300,000 and determine the maximum amount of funds to be allocated for the share buyback as TRY 10,000,000, to set the maximum period foreseen for the buyback process as 30.06.2023, and to finance respective share repurchases from the Company's internal resources. The summary table regarding the transactions between the beginning of the program (15.02.2023) and the date of this report is as follows.
| Buy-Backed Shares Summary Table - 2023 |
||||||
|---|---|---|---|---|---|---|
| Transaction | Nominal Value of | Transaction | Transaction | Total Amount | Ratio Of Shares | |
| Date | Shares Subject to | Type | Price (TRY / | (TRY) | Subject to | |
| Transaction (TRY) | Unit) | Transaction to | ||||
| Capital (%) | ||||||
| 15.02.23 | 49,600 | Buying | 25.005-25.160 1,244,892.44 | %0.25 | ||
| Total | 49,600 | Buying | 25.11 (Av.) | 1,244,892.44 | %0.25 |
The share buy-back program, which was initiated with the meeting of the Board of Directors dated 15.02.2023 and numbered 3 is ended on 30.06.2023 due to the expiration of maximum period envisaged.
During the program dated 15.02.2023 - 30.06.2023, a total of 49,600 (%0.25) shares were boughtback with a price of TRY 1,244,892.44 from the average price of TRY 25.11, all of which were covered from internal resources.
With the addition of 49,600 shares in the current period to the 117,000 buy-backed shares owned as of 31 December 2022, the total amount of the buy-backed shares of the company reached 166,600 (0.84%) and the total amount reached TRY 3,367,789.
ANNEXES ANNEX-1: Power of Attorney ANNEX-2: Agenda
I hereby assign ………………......................................... ............................................., whose details are given below, to represent, vote, make proposal and sign the necessary papers on behalf of and according to the opinions given below by me during the Ordinary General Assembly Meeting to be held at 13:00 o'clock on 25.06.2024, at the Head Office of Kafein Yazilim Hizmetleri Ticaret A.S. which is situated at Çifte Havuzlar Mah. Eski Londra Asfaltı Cad. Kuluçka Mrk. A2 Blok No:151/1B İç Kapı No: B01 Esenler İstanbul.
The Proxy(*); Full Name/Trade Name: Turkish ID No/Tax No, Trade Registry Office and No, MERSIS No: (*) For foreigner proxies, the equivalent of the foregoing information must be provided, if available.
a) The Proxy is authorized to vote according to his/her own opinion.
b) The Proxy is authorized to vote according to the recommendations by the management of the partnership.
c) The Proxy is authorized to vote according to the instructions given in the below table.
Instructions: In case the shareholder chooses the option (c), the instructions for a relevant agenda item are practiced by choosing one of the options (affirmative or dissentive) corresponding to such item and, if the dissentive option is chosen, the dissenting opinion required to be specified on the general assembly report must be indicated.
| Agenda Items | Affirmative | Dissentive | Dissenting | |
|---|---|---|---|---|
| Opinion | ||||
| 1. | Opening and selection of the Chairmanship of the Meeting | |||
| 2. | Reading, discussing, and approving the Activity Report of 2023 issued by the Board of Directors of the Company |
|||
| 3. | Reading, discussing, and approving the Independent Auditor's Summary Report for the Financial Period of 2023 |
|||
| 4. | Reading, discussing, and approving the Financial Statements for the Financial Period of 2023 |
|||
| 5. | The acquittal of the members of the Board of Directors separately for their activities in 2023. |
|||
| 6. | The discussion and resolution on the offer of the Board of Directors according to the profit distribution plan of the Company |
|||
| 7. | Information to the Shareholders as Regards to the Payments Made to the Members of the Board of Directors and the Senior Management in 2023 as per Corporate Governance Rules |
|||
| 8. | Information to the Shareholders as Regards to the Warrants, Pledges, Liens and Sureties Granted to Third Parties or Acquired |
| Incomes and Benefits gained from the transaction during 2023 as per the Corporate Governance Rules. |
||
|---|---|---|
| 9. Information to the Shareholders as Regards to the Donations Made in 2023 and the Determination of an Upper Limit for the Donations of 2024 |
||
| 10. Granting Permit to the Controlling Shareholders, the Members of Board of Directors, Administrative Officers and Their Wives, Collateral Relatives and Relatives by Marriage as per Articles 395 and 396 of Turkish Code of Commerce, and Information to the Shareholders as Regards to the Transactions Carried Out during 2023 under the Corporate Governance Rule no. 1.3.6 of the Corporate Governance Communiqué by the Capital Markets Board. |
||
| 11. Submitting to the General Assembly the Purpose of the Share Buyback, the Source Used and the Summary of the Buyback Transactions Regarding the Share Buyback Transactions Performed in accordance with the Decision Taken by the Board of Directors |
||
| 12. Wishes and Opinions. |
SPECIAL INSTRUCTIONS; Special instructions to be given by the shareholder must be indicated in this section, if any.
a) Issue and serial:*
b) No/Group:**
f) Ratio to the total amount of shares/voting rights of the shareholder:
*The foregoing is not required for the recorded shares.
**For the recorded shares, group information is required, if any, instead of number.
Turkish ID No/Tax No, Trade Registry Office and No, MERSIS No: Address: (*) For foreigner shareholders, the equivalent of the foregoing information must be provided, if available. SIGNATURE
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