TUREKS TURUNÇ MADENCİLİK VE DIŞ TİCARET A.Ş. MINUTES OF THE ORDINARY GENERAL ASSEMBLY MEETING FOR THE YEAR 2023 HELD ON 30/04/2024
Tureks Turunç Madencilik ve Dış Ticaret Anonim Şirketi, Ordinary General Assembly Meeting for the year 2023 was held on Tuesday, 30.04.2024 at 15:00 at Akrones Thermal Hotel Beytepe Hall, located at Dörtyol Mah. Turgut Özal Cad. No: 38 Merkez Afyonkarahisar, under the supervision of Ministry Representatives Mr. Mehmet Mutlu and Necati Taktak, appointed by the letter of Afyon Provincial Directorate of Commerce dated 26/04/2024 and numbered 00096248140.
In accordance with the Law and the Articles of Corporation; invitation to the meeting, including the agenda, has been published in the Turkish Trade Registry Gazette dated 08.04.2024 with number 11060, on the Electronic General Assembly System on the website of the Central Registry Agency, on our Company website at www.marblesystemstureks.com.tr and on the Public Disclosure Platform (KAP) on 05.04.2024, and the meeting was held within the legal period.
From the examination of the attandance list, it was determined that 138.920.872 shares, of which 75.001 were electronic participation, corresponding to a total capital of 138.920.872 TL, out of 228.600.000 shares corresponding to the Company's total capital of 228.600.000 TL were represented in person at the meeting. Thus, it has been understood that the minimum meeting quorum is present in accordance with the Law and the Articles of Corporation.
It was determined that the Chairman of the Board of Directors, Mr. Mehmet Münir Turunç, the Deputy Chairman of the Board of Directors, Mr. Osman Cavit Turunç, the Ministry Representatives, Mr. Mehmet Mutlu and Necati Taktak, and Mr. Mehmet Cantürk on behalf of the independent audit company were present at the meeting.
According to the 5th and 6th paragraphs of Article 1527 of the Turkish Commercial Law, it has been determined that the Company has carried out its electronic general assembly preparations in accordance with legal regulations. To use the electronic general assembly system, Mr Ahmet Özgen, who has "Central Registry Agency Electronic General Assembly System Expertise" Certificate, was appointed by the Meeting Presidency and The General Assembly was opened physically and electronically at the same time and the agenda was given start to discussions.
Since it was seen that the meeting quorum was present and there was no objection to the situation, Mr. Mehmet Münir Turunç, Chairman of the Board of Directors, started the meeting both physically and electronically, with the permission of the Ministry Representative. Before starting to discuss the agenda items, Meeting President Mehmet Münir Turunç made an explanation about the method of voting in the physical environment. In this context, it is mentioned that; as stated in the Law, Articles of Corporation and the company's Internal Directive (without prejudice to the electronic vote counting regulations), voting will be done openly and by raising hand among the shareholders who physically attend the meeting, and the shareholders who will vote in rejection must declare their rejection vote verbally. It has been stated that shareholders who do not raise their hand or make any verbal statement will be deemed to have voted rejection.
- 1- In accordance with Article 1 of the Agenda, the formation of the Meeting Presidency, which is responsible for the management of the Ordinary General Assembly, was initiated. In accordance with the provision of Article 11 of the company's articles of corporation, the Chairman of the Board of Directors, Mr. Mehmet Münir Turunç took his place as the President of the Meeting. Then, Mrs. R.Alev Dumanlı was appointed as Minutes Clerk and Mr. İsmail Aydemir was appointed as Vote Collector by the President of the Meeting.
- 2- Authorizing the Meeting President to sign the meeting minutes was voted. To authorize the Meeting President to sign the meeting minutes on behalf of the General Assembly was unanimously accepted.
The agenda was read by the Meeting President. The President of the meeting asked the general assembly whether there were any suggestions for changes regarding the order of the agenda items to be discussed. Upon the observation that the shareholders did not propose any changes regarding the order of the agenda items, discussions continued by other agenda items.
- 3- Regarding the 3rd item of the agenda, the Annual Activity Report of the Board of Directors for the accounting period of 01.01.2023 - 31.12.2023 was to be read. The suggestion to consider the Board of Directors Activity Report as read, since it was published on the Public Disclosure Platform (KAP), the Company's corporate website and the MKK's electronic general assembly portal within the legal period, and submitted to the review of the shareholders, was submitted to the approval of the shareholders and was unanimously accepted by the participants. The activity report was opened for discussion. No one spoke.
- 4- In accordance with the 4th article of the agenda, summary of the Independent Audit Report for the accounting period 01.01.2023 - 31.12.2023 prepared by Güreli Yeminli Mali Müşavirlik ve Bağımsız Denetim Hizmetleri AŞ was read by Mehmet Cantürk. The Independent Audit Report for 2023 was opened for discussion. No one spoke.
- 5- The consolidated financial statements for the accounting period 01.01.2023-31.12.2023 have started to be read. The suggestion to consider the Financial Statements for the 2023 accounting period to accept as read, since they were published on KAP, the company's corporate website and the MKK's electronic general assembly portal within the legal period and submitted to the review of the shareholders, was submitted to the approval of the shareholders and was accepted unanimously by the participants. Financial statements were opened for discussion. No one spoke. The agenda item was submitted to vote. As a result of the voting, acceptance of the consolidated financial statements for the accounting period 01.01.2023-31.12.2023 was unanimously accepted.
- 6- In accordance with the 6th item of the agenda, the meeting continued with the article regarding discharge of the members of the Board of Directors. The release of the members of the Board of Directors was submitted to the approval of the shareholders. As a result of voting, the acceptance of the members of the Board of Directors, Mr. Mehmet Münir Turunç, Mr. Osman Cavit Turunç, Mrs. Seher Artemiz Akyatan, Mr.
İsmail Ünal Turunç ,Mr. Engin Dumanlı, Mr. Ertekin Çolak, to be discharged from the activities and transactions of the Company in the accounting period of 01.01.2023 - 31.12.2023 was unanimously accepted. Board members did not vote on their own discharge.
- 7- In accordance with the 7th item of the agenda, the Board of Directors' proposal regarding the distribution of the 2023 profit was discussed. The suggestion of the Board of Directors dated 05.04.2024 was submitted for approval as follows: Taking into consideration that according to the independently audited 01.01.2023-31.12.2023 consolidated financial statements, in line with "Communiqué on Principles of Financial Reporting in the Capital Markets" (II-14.1) and prepared according to Türkiye Accounting Standards and Türkiye Financial Reporting Standards (TMS/TFRS), resulted 129.040.142 TL profit, and solo financial statements prepared in accordance with Turkish Commerce Law and Tax Procedure Law (Vergi Usul Kanunu) for the same period resulted 54.444.059,17 TL profit, and considering capital markets regulations and our company's dividend policy; authorisation of the Board of Directors for distributing 12.756.681,24 TL dividends to our shareholders which is 10% of the net distributable profit for the period based on independently audited financial statements for 01.01.2023 – 31.12.2023, after distributing the suggested cash dividend calculated according our legal recordings and allocationg the legal mandatory reserves in accordance with the Turkish Commerce Law, adding the remaining amount to the extraordinary reserves and determining the dividend distrubution date. As a result of the voting, the Board of Directors' profit distribution proposal and authosization of the Board of Directors to determine the profit distribution date. was unanimously accepted.
- 8- The meeting continued with the 8th item of the agenda regarding the election of independent Board Members whose terms of office have expired. In line with the proposal made within the scope of the election of the Independent Board members; reelection of Mr Engin DUMANLI and Mr Ertekin ÇOLAK, who submitted their independence declarations and CVs, as Independent Board members for a period of 3 (three) years was unanimously accepted.
- 9- In accordance with the 9th article of the agenda, determination of the salaries of the members of the Board of Directors was started. Within the framework of the proposal given to the Meeting President, Mr. Mehmet Münir Turunç, Mr. Osman Cavit Turunç, Mrs. Seher Artemiz Akyatan and Mr. İsmail Ünal TURUNÇ were suggested to be paid a monthly total of net of 1.074.000 TL and independent board members Mr. Ertekin Çolak and Mr. Engin Dumanlı were suggested to be paid a net monthly salary of 50.000 TL each. The proposal submitted to approval and unanimously accepted.
- 10- In accordance with the 10th item of the agenda, the election of Güreli YMM and Independent Audit Services Inc. as the Independent Auditor of our Company for the accounting period of 01.01.2024 - 31.12.2024 in accordance with the Turkish Commercial Code and Capital Markets Board regulations was submitted for approval. As a result of the voting, Güreli YMM ve Uzman Audit Hizmetleri A.Ş., located at Spine Tower Maslak Mah. Saat St No: 5 Floor: 25. -26-28 Sarıyer 34485 – Istanbul, elected
as the Independent Audit Firm for the accounting period of 01.01.2024 – 31.12.2024. It was unanimously accepted by those present.
- 11- The 11th item on the agenda; shareholders were informed that a total of 496.395 TL of donations and aid were made in 2023. The upper limit for donations to be made during the accounting period between 01.01.2024 and 31.12.2024 to be determined as 1.000.000 TL (One million Turkish Liras) was submitted for approval. It was accepted unanimously by those present.
- 12- In accordance with Article 12 of the Agenda, the authorization of the Board of Directors to distribute advance dividends, in accordance with Article 14 of our Company's Articles of Corporation and the Capital Markets Board's Dividend Communiqué numbered II-19.1, limited to the accounting period of 2024, was submitted to the approval of the shareholders and was accepted unanimously by those present.
- 13- The agenda continued with the decision to grant permission to the members of the board of directors to carry out work personally or on behalf of others that may or may not fall within the scope of activities of the company, and to become partners in companies that do such work, to compete and to carry out other transactions, in accordance with Articles 395 and 396 of the Turkish Commercial Law. Within the scope of this article, members of the board of directors are authorized to carry out works that may or may not fall within the scope of the Company's activities, either personally or on behalf of others, and to become partners in companies performing such works, to compete and to carry out other transactions, in accordance with Articles 395 and 396 of the Turkish Commercial Law. The issue of granting permission in accordance with the articles was submitted for approval and was accepted by majority vote against the rejection vote corresponding to 1 share.
- 14- Detailed information about the guarantees, pledges, mortgages and guarantees given by our Company in favor of third parties in 2023 for the purpose of carrying out its ordinary commercial activities is included in footnote 19 of the Financial Statements and Independent Audit Report for the accounting period ending on 31.12.2023. The shareholders were informed that there were no guarantees, pledges, mortgages or guarantees other than those given in favor of the company and its subsidiary.
- 15- It was informed that in accordance with the Corporate Governance Communiqué of the Capital Markets Board, detailed information about the transactions made with Related Parties is included in footnote 31 of the Financial Statements and Independent Audit Report for the accounting period ending on 31.12.2023.
- 16- Shareholders were given the floor to present their wishes and opinions.
This minutes was prepared and signed at the meeting place following the meeting. 30/04/2024
| Ministry Representatives |
Meeting President |
Minutes Clerk |
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Vote |
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| Collector |
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| Mehmet Mutlu-Necati Taktak |
Mehmet Münir Turunç |
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Alev |
Dumanlı |
| İsmail Aydemir |
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