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BİOTREND ÇEVRE VE ENERJİ YATIRIMLARI A.Ş.

AGM Information Apr 5, 2024

5897_rns_2024-04-05_bdb6f80c-f9bc-4221-bba9-dc2aba3a57ea.pdf

AGM Information

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BIOTREND ÇEVRE VE ENERJİ YATIRIMLARI ANONİM ŞİRKETİ MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED APRIL 05, 2024

The Extraordinary General Meeting of Shareholders of Biotrend Çevre ve Enerji Yatırımları Anonim Şirketi ("Company") was held on April 05, 2024, at 10:30 a.m. at Kavacık Mahallesi Ertürk Sokak No.: 3/1 İç Kapı No.: 1 Beykoz/Istanbul, under the supervision of Feyyaz Bal, Ministry Representative assigned by the letters No. 95667781 and dated April 03, 2024, of the Provincial Directorate of Trade of Istanbul Governorship.

The invitation to the Extraordinary General Meeting of Shareholders was announced on issue No. 11043 dated March 14, 2024, of the Turkish Trade Registry Gazette, our Company website www.biotrendenerji.com.tr, the Public Disclosure Platform, and the Electronic General Meeting System within the designated legal period in accordance with the Turkish Commercial Code, the Capital Market Law, the Company's Articles of Association, and the provisions of the relevant legislation.

Upon examining the list of attendees, it was noted that, out of the total 500,000,000 (five hundred million) shares corresponding to the total Company capital worth 500,000,000 Turkish lira, 49,086 shares corresponding to Company capital worth 49,086 Turkish lira were represented in person, 47.768.851,037 shares corresponding to Company capital worth 47.768.851,037 Turkish lira by entrusted representative and 273.109.421,132 shares corresponding to Company capital worth 273.109.421,132 Turkish lira were represented by proxy. Thus, a total of 320.927.358,169 shares corresponding to Company capital worth 320.927.358,169 Turkish lira were represented at the meeting. As per Article 1527 of the Turkish Commercial Code and the relevant legislation, it was found that preparations for the Electronic General Meeting were carried out in compliance with the legislation.

Upon determining that the minimum meeting quorum stipulated in both the legislation and the Articles of Association had been met, Board Chairman İlhan Doğan acknowledged the following as present before launching the meeting, both physically and electronically, to discuss the agenda items: Vice Chairman Murat Doğan, Board Member Osman Nuri Vardı, CEO Özgür Umut Eroğlu, CFO Burak Yurtsever, Investor Relations Director and Secretary General Gözde Çivici, Investor Relations Executive Şeyma İnayet Uygur and Legal Advisor Akın Akı.

  • 1. Board Chairman İlhan Doğan submitted his verbal proposal to elect Gözde Çivici to chair the meeting. Since there were no other proposals or suggestions, this proposal was unanimously accepted. As a result of the physical and electronic voting, it was decided with 320,894,976.169 positive votes against 32,382 negative votes of those present.
  • 2. It was decided by physical and electronic votes that Selçuk Aktaş was to be elected the Scrutineer, that Birsen Güneş was to be elected the Minutes-Taker, that Şeyma İnayet Uygur was to be commissioned as a specialist to conduct the technical operations for the Electronic General Assembly System, and that the Moderator of the Meeting would be authorized to sign the General Meeting minutes. As a result of the physical and electronic voting, it was decided with 320,894,976.169 positive votes against 32,382 negative votes of those present.

The following agenda item on selecting the Board of Directors members, designating their terms of office, and annual remuneration was subsequently brought up for discussion. Chairperson Gözde Çivici took the floor and announced the candidates for the Board of Directors and affirmed that the CMB issued approval on March 21, 2024, to ask for opinions regarding nominations as Independent Members to the Board of Directors. Ms. Çivici also provided information regarding the personal backgrounds of candidates for Independent Members of the Board of Directors.

It was resolved to elect the following to serve for a term of one (1) year as a Member of the Board:

  • Ilhan Doğan with T.R.I.N.
  • Murat Doğan with T.R.I.N.
  • Osman Nuri Vardı with T.R.I.N.
  • Ogün Doğan with T.R.I.N.
  • Doruk Doğan with T.R.I.N.
  • Salih Tuncer Mutlucan with T.R.I.N.

It was resolved to elect the following to serve for a term of one (1) year as a Independent Member of the Board:

  • Hanife Öztürk Akkartal with T.R.I.N.
  • Bilgün Gürkan with T.R.I.N
  • Mevhibe Canan Özsoy with T.R.I.N.

Their election was approved by a majority of votes with 310,556,948.169 positive votes against 10,370,410 negative votes of those present in electronic and physical.

The Extraordinary General Assembly proceeded to designate the remunerations of the Board Members. The proposal regarding the honorarium payments and salaries to Board of Directors Members and the payment of a net monthly honorarium to Boards Members İlhan Doğan and Murat Doğan of 300,000 Turkish lira each and a 150,000 Turkish lira net monthly honorarium to Salih Tuncer Mutlucan, a 150,000 Turkish lira net monthly salary to Ogün Doğan, a 150,000 Turkish lira net monthly salary to Doruk Doğan, a 75,000 net monthly honorarium to Osman Nuri Vardı and a 75,000 net monthly honorarium to Independent Board Members Hanife Öztürk Akkartal, Bilgün Gürkan and Mevhibe Canan Özsoy each was accepted with a majority of votes with 310,555,948.169 positive votes corresponding to 310,555,948.169 shares against 10,371,410 negative votes of those present electronically and physically.

3. Wishes and requests,

Mr. Mehmet Ali Koçdemir, who physically attended the meeting, requested information about carbon certificate sales revenues and long-term legislation on carbon certificates and the company's revenue expectations from this line of activity. Shared by our CEO Mr. Özgür Umut Eroğlu that our company's carbon certificate sales revenues amounted to 5 million USD in 2022 and 2.3 million USD in the first 9 months of 2023 and that these sales were generated from the carbon reserves of previous years. At the same time, was shared that our Company, regardless of our reserves, can produce approximately 2-2.5 million tons of carbon certificates every year. Informed by Mr. Özgür Umut Eroglu that developments in the markets are being followed and carbon credit sales are being made at voluntary markets. At the same time, he stated that it is expected that a carbon-related market will be formed in Turkey at the same time and that the issue is important for our company.

Mr. Hıdır Sarıçayır, who physically attended the meeting, requested reasons about how would be appropriate to evaluate his savings as a small investor due to fluctuations in capital markets in the last 1-2 years and why he should invest in the company.

Mr. Ilhan Doğan stated that the work we do is important for a sustainable future. He stated that apart from electricity generation, new fields of activity such as chemical upcycling, carbon certification, greenhouse cultivation and other fields create added value to our company. He stated that he thinks that our company will further develop with new investments in the future.

Mr. Bayram Bozbeyli, who attended the meeting by Electronic General Assembly System, requested additional information on the details about 9 billion TL government incentive. Mr. Bayram Bozbeyli also requested information about the investment plan of 9 billion TL incentive, the borrowing strategy and EBITDA expectation. Mr. Özgür Umut Eroğlu and Ms. Gözde Çivici stated that information about the incentive details was provided on PDP and that additional information may be shared in the investor presentations to be held in the coming period.

4. The meeting was closed since there were no other topics to discuss in the agenda.

Meeting Chairperson Ministry Representative
Gözde Çivici Feyyaz Bal
Minutes-Taker Scrutineer
Birsen Güneş Selçuk Aktaş

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