AGM Information • Mar 14, 2024
AGM Information
Open in ViewerOpens in native device viewer
To discuss and resolve the following agenda, the Extraordinary General Assembly Meeting will be convened on Friday April 05, 2024, at 10:30 a.m. at Kavacık Mahallesi, Ertürk Sokak, No: 3/1, İç Kapı No:1, Beykoz, Istanbul.
Shareholders who will not attend the meeting in person, to be able to use their voting rights through a proxy, must submit their notarized proxy form to our company in accordance with the sample attached and the regulations of the Communiqué on Voting by Proxy and Proxy Solicitation (II-30.1) of the Capital Markets Board. You can obtain a proxy form from our company headquarters or website www.biotrendenerji.com.tr A proxy appointed via the Electronic General Meeting System ("e-GKS") can attend the General Meeting both in person or via the e-GKS without submitting any other proxy document. A proxy who wishes to attend the meeting in person, regardless of whether they have been appointed by a notarized proxy form or authorized via the e-GKS, must present an ID card to be able participate in the meeting.
The Extraordinary General Assembly Meeting will be open to stakeholders and the public without the right to speak. To electronically attend the Extraordinary General Assembly, our shareholders or their representatives must fulfill the relevant obligations as per the "Communiqué on the Electronic General Assemblies of Joint Stock Companies" published in Official Gazette No. 28395 on August 28, 2012, and the "Communiqué on the Use of Electronic General Assembly System to be Implemented at the General Assemblies of Joint Stock Companies" published in Official Gazette No. 28396 on August 29, 2012. For more information on the regulations, please contact the MKK or visit www.mkk.com.tr
As per the Turkish Commercial Code and the Capital Markets Law, shareholders who want to participate in the Extraordinary General Assembly are not required to deposit their shares in an institution. To attend to the General Assembly, our shareholders must fulfill the procedures publicly disclosed by the MKK. Only the shareholders whose names are in the list of attendees, which is based on the "list of shareholders" provided by the MKK, can attend the General Assembly. The list of attendees will be used to verify the shareholders or proxies coming to the conference hall to participate in the Extraordinary General Assembly.
Respectfully submitted to our esteemed shareholders.
Of the additional explanations required under the "Corporate Governance Communiqué" numbered II-17.1 of the Capital Market Board (CMB), those related to the agenda items are provided in the relevant item below, and other mandatory general explanations are presented for your information in this section:
In the Company Articles of Association, there is no privilege for the exercise of voting rights. Each share equals one voting right. The total number of shares and votes reflecting the shareholding structure of our Company as of the announcement of this information document is presented below:
| Shareholder | Share amount (TRY) |
Share Percentage (%) |
Voting Rights (TRY) |
Voting Right Percentage (%) |
|---|---|---|---|---|
| Doğanlar Yatırım Holding A.Ş. | 272.440.421,13 | 54,49% | 272.440.421,13 | 54,49% |
| European Bank For Reconstruction And Development |
29.574.693,04 | 5,91% | 29.574.693,04 | 5,91% |
| Other Shareholders | 197.934.885,83 | 39,59% | 197.934.885,83 | 39,59% |
| Total Issued Capital | 500.000.000,00 | 100 | 500.000.000,00 | 100 |
There are no management or operational changes of the company or its critical subsidiaries that took place in the previous accounting period or are planned for the subsequent accounting period, which may materially affect the company's operations. Such matters are disclosed to the public through material disclosures, and these are available at www.kap.org.tr or the Investor Relations tab at www.biotrendenerji.com.tr.
There are no requests from Shareholders, Capital Markets Board and Other Public Institutions to add an item to the agenda.
Information on the candidates for the Board of Directors to be elected to replace the members of the Board of Directors whose terms of office have expired, and the candidates for the Independent Board Members are given in the " Agenda of the General Assembly, and Statements Regarding the Agenda" section.
The General Assembly agenda does not include any amendments to the Articles of Association.
In accordance with the provisions of the Turkish Commercial Code No. 6102 ("TCC") and the Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to be Present at these Meetings ("Regulation"), the Meeting Chair will be established to preside over the General Assembly meeting.
Within the framework of the provisions of the Turkish Commercial Code, the Regulation and the Company's Articles of Association, authorization of the Meeting Chair to record the decisions taken at the General Assembly meeting and to sign the minutes of the meeting will be submitted to the approval of our Shareholders.
Since the term of office of the Members of the Board of Directors ends on 14.04.2024, new Board Members will be elected in accordance with the CMB regulations, the Turkish Commercial Code and the Regulation and within the framework of the principles regarding the election of Board members specified in our Company's Articles of Association. Additionally, independent members will be elected in order to comply with CMB's Corporate Governance Communiqué numbered II-17.1
According to Article 7 of our Company's Articles of Association, our Company is managed by a Board of Directors consisting of at least 7 (seven) and at most 11 (eleven) members by the General Assembly within the scope of the provisions of the Turkish Commercial Code. The number and qualifications of the Independent Board Members who will serve on the Board of Directors are determined in accordance with the regulations of the Capital Markets Board regarding the Corporate Governance Principles.
Mr. İlhan Doğan, Mr. Murat Doğan, Mr. Osman Nuri Vardı, Mr. Salih Tuncer Mutlucan, Mr. Ogün Doğan and Mr. Doruk Doğan are nominated as members for the Board of Directors, Ms. Hanife Öztürk Akkartal, Ms. Mevhibe Canan Özsoy and Ms. Bilgün Gürkan are nominated as members for the Independent Board of Directors.
An application was placed with the CMB on March 11, 2024, to obtain assent for the nomination of Ms. Hanife Öztürk Akkartal, Ms. Mevhibe Canan Özsoy and Ms. Bilgün Gürkan as members of the Independent Board of Directors, and the opinion of the CMB is pending as of the date of this Information Document. Our shareholders will be further informed as soon as the CMB delivers its opinion to our Company by the date of Extraordinary General Assembly Meeting.
The resumes of the nominees and the declarations of independence by members of the Independent Board of Directors are included in Annex.
At the Extraordinary General Assembly meeting dated April 05, 2024, election for the members of the Board of Directors whose terms of office have expired and determination of their terms of office will be submitted to the approval of our shareholders.
The attendance fees payable to members of the Board of Directors during the 2024 operating period will be set in compliance with the provisions of the TCC, the relevant legislation and the Company's Remuneration Policy.
Born in the Biga district of Çanakkale in 1969, İlhan Doğan completed his primary and secondary education in Biga. After founding Doğ-Taş Doğanlar Mobilya İmalat Sanayi ve Ticaret A.Ş. with his brothers in 1987, he entered the industry with his furniture and decoration manufacturing plants opened in 1988. He is currently the Chairman of the Board of Directors in charge of the Energy Group at the Doğanlar Holding (Inside group) and the deputy chairman of Çanakkale Chamber of Commerce and Industry. İlhan Doğan is also a member of the Çanakkale Businessmen Association. İlhan Doğan is married and has a child.
Born in the Biga district of Çanakkale in 1971, Murat Doğan completed his primary and secondary education in Biga. After founding Doğ-Taş Doğanlar Mobilya İmalat Sanayi ve Ticaret A.Ş. with his brothers in 1987, he joined the industry with the furniture and decoration manufacturing plants in 1988. Murat Doğan is the Deputy Chairman of the Energy Group at Doğanlar Holding (Inside group). Murat Doğan is married and has a child.
Osman Nuri Vardı was born in Malatya in 1977. After completing his bachelor's degree, he started working as a lecturer at the Eastern Mediterranean University in 2000. After serving in the private sector abroad and in the public sector for a while, he entered the renewable energy sector in 2011 by founding the company Karya Power Systems, Energy & Engineering, which generates power from renewable energy sources. He personally served at many positions, both in the execution and managing departments, at the renewable energy companies he founded. He is currently the Vice Chairman of Biotrend Çevre ve Enerji Yatırımları A.Ş.(Inside group) Osman Nuri Vardı, who is fluent in English and has intermediate knowledge of German, is married and has 2 children.
Born in 1988 in Biga, Çanakkale, Ogün Doğan completed his primary education at Sakarya Elementary School and his high school education at Mehmet Akif Ersoy High School. After obtaining a degree from the Department of Interior Architecture, Yeditepe University, he completed his master's degree in finance in London. Ogün Doğan started his career in 2014, working as Business Development Specialist at Doğanlar Holding for a year. Ogün Doğan is a member of the Doğanlar Holding Executive Board (Inside group), as well as a Board Member of the Young Business People Association of Turkey (TÜGİAD) and a member of the Turkish Investor Relations Association (TÜYİD). Ogün Doğan is married and has 2 children.
Born in the Bandırma district of Balıkesir in 1994, Doruk Doğan completed his secondary education and high school at FMV Özel Işık Okulu in Istanbul. Having received his bachelor's degree from the Faculty of Business Administration, Koç University, Doruk Doğan became a board member of Biotrend Çevre ve Enerji Yatırımları A.Ş. in 2018. Doruk Doğan is also a member of the Doğanlar Holding Executive Board in charge of Business Development (Inside group).
Born in Istanbul in 1968, Mr. Tuncer Mutlucan obtained his high school diploma from Lycée de Galatasaray and has a degree in Civil Engineering from Boğaziçi University. Fluent in English and French, Mr. Mutlucan attended the Construction Management Master program at Istanbul Technical University and started his career in banking in 1992. He was the head of the Luxembourg Branch of Garanti Bank between 1995- 2006, and the Managing Director of Akbank NV Netherlands between 2006-2010. Between 2010 -2015, he served as CEO of Ak Financial Leasing. Mutlucan has also sat at the Board of the Association of Financial Institutions. Mutlucan was a member of the Board of various organizations at Çalık Holding between 2015-2018, and sat at the Boards of Güven Health Group, Active Shipping, and Umur Printing Group between 2018-2019. Mr. Mutlucan is an Independent Board Member at Astor Enerji A.Ş. (Outside Group), CEO and Board Member at Doğanlar Holding (Inside Group), and Board Member at Doğanlar Furniture Group (Inside Group). He is also a member of the Chamber of Civil Engineers and Istanbul Rotary Club.
Hanife Öztürk Akkartal was born in Biga in 1964. She obtained her law degree from Dokuz Eylül University in 1985 and started working as a research assistant at the Department of Commercial Law. After completing her MA and PhD at the Ankara University Institute of Social Sciences, she embarked on academic studies in Germany as DAAD (Deutscher Akademischer Austauschdienst) scholar between 1989- 1991 and Alexander von Humboldt scholar in 2005-2006. A lecturer at Department of Law at the Balıkesir University (Outside Group), Ms. Hanife Öztürk Akkartal is a registered lawyer at the Istanbul and Cologne Bar Associations and serves as an arbitrator and expert in national and international disputes.
Mevhibe Canan Özsoy was born in Istanbul, Turkey. She attended University of Istanbul and graduated with a doctorate degree in Dental Medicine in 1985. Ms. Mevhibe Canan Özsoy received her Master of Business Administration degree from Bosporus University. She worked as a Doctor of Dental Medicine until she joined the Pharmaceutical Industry at the end of 1989, as a product manager in Hoechst Pharma (Sanofi today). She worked on various marketing and commercial leadership roles in the pharmaceutical industry. She moved to Paris France for a global marketing leadership role in pharmaceutical industry in 2004.
After working 4 years based out of France as Global Leader for Metabolic Diseases, in March 2007 she joined General Electric Healthcare as VP of Marketing for Region International, responsible from Europe, Asia, Middle East, Africa & China. In March 2009, she was appointed as Chief Marketing Officer of Healthcare Systems and she moved to Milwaukee, Wisconsin to join the Global Leadership team and worked on innovation, strategy, and marketing of new products. In November 2011, she has been promoted to Global General Manager of Mammography and has moved back to Paris, France to lead GE Healthcare Global Mammography business.
Eventually, she has been appointed as President and CEO of GE Turkey in August 2012. In 2017, she has been given additional responsibility as Chief Growth Officer in MENAT region. Her responsibility was driving GE's growth in Turkey, a leading emerging market until June 2021. She acted as a consultant and retained the title Chairwoman until June 2022.
Currently outside the Group, she is an independent board member of Garanti BBVA since April 2019, and on the Board of Trustees and Board of SEV. She is also Deputy Chair of AmCham in Turkey. As of April 2022, she is Advisor to the Board of Tekfen Temas and as of November 2022 Advisor to the Executive Committee of Esin Avukatlık Baker McKenzie. In addition, Ms. Mevhibe Canan Özsoy recently completed a master's degree on Energy Technologies from Sabanci University (2015 September). She is often invited to give speeches at various industry events on, leadership, future of technology, digital transformation, and women in business. She has started her PhD at Ozyegin University in 2020 and is working on Energy Transition and sustainability. Ms. Mevhibe Canan Özsoy is married with a 33-year-old son.
After graduating from Izmir American Girls' High School and Boğaziçi University Department of Business Administration, Ms. Bilgün Gürkan completed her Executive MBA at INSEAD in 1998. In 2022, she completed INSEAD "Corporate Governance" and "Global Management Certificate" programs and was accepted to the "International Board Membership INSEAD Graduates Program."
In her business life, she has specialized in investment banking, syndicated loans, project finance, acquisition and sale consultancy and Corporate Governance for over 20 years at SAMBA, ABN AMRO BANK, Standard Bank, Renoir Management Consultancy.
She has been serving as the Turkey Representative and Country Manager of Bank of Bahrain and Kuwait ("BBK") since 2016 and has been awarded the 2022 CEO Leadership Award by BBK for her contributions to the Strategy Committee and Sustainability issues at BBK.
Ms. Bilgün Gürkan works to develop commercial relations between the Gulf Region and Türkiye. Outside Group, she supports non-governmental organizations by serving as the President of DEİK Bahrain Turkey Business Council, President of TÜSİAD Gulf Network, Board Member of the 30 Percent Club and Board of Directors of the International Women's Forum Turkey Association and serving on the board of trustees and board of directors of TEMA Foundation. She is an independent board member and chairman of the risk committee at Smart Güneş Enerjisi Teknolojileri Araştırma Geliştirme Üretim Sanayi ve Ticaret A.Ş, which went public in 2022.
Ms. Bilgün Gürkan is married, mother of two children and speaks English fluently.
I hereby represent that, I am a candidate for carrying our duty as "independent member" in Board of Directors of Biotrend Çevre ve Enerji Yatırımları A.Ş. (Company) within the scope of criteria specified in legislation, articles of association and Corporate Governance Communique of Capital Markets Board and in this context:
a. There is no employment relation at executive level that would assume material tasks, duties and responsibilities in the last five y ears between the Company, or such companies in which the Company controls or has a material influence over the management, or such shareholders which control or have a material influence over the Company's management and any legal entity holding management control over these shareholders, on the one hand, and myself, my spouse and next of kin by blood and affinity kinship up to second degree, and there is no individual or joint holding of more than 5%in the capital or voting stocks or preferential stocks or no material business or commercial relation has been established,
b. I have not worked at an executive position with significant and material tasks and responsibilities or held the seat as a board member or held a shareholding (equal to or above 5%) in such companies from which the company procures goods or services from or sells goods or services to in significant volumes in line with the agreements between them, including, in particular, the supplier's or buyer's audit (including tax audit, statutory audit, internal audit), rating and consultancy services in the last five years,
c. I have necessary professional education and training, knowledge and experience required for properly fulfilling the duties that I will undertake due to the fact that I become an independent board member,
d. I shall not work on a full-time basis at public agencies and institutions after my appointment as the member except for the lecture position at universities in line with the applicable legislation,
e. I am deemed to be resident in Turkey according to Income Tax Law (I.T.L.) dated 31/12/1960 and numbered 193,
f. I have professional prestige and reputation and experience as well as strong ethical standards to make me competent enough to favourably contribute to the corporate operations, to maintain my neutrality in conflicts of interest between the company and the shareholders and to freely decide by taking into consideration the rights of interest holders,
g. I will be able to spare enough time to follow up the process of company operations and fulfil all requirements of the duties I undertake, in full,
h. I have not carried out a duty as board member in Company's Board of Directors for more than six years, within last ten years,
i. I am not holding an independent board member position in more than five publicly traded company in total or in more than three companies in which the company or the shareholders controlling the company hold the controlling powers over the management,
j. I have not been registered and published in the name of the legal entity, which is appointed as the board member,
I hereby declare that the above-mentioned matters.
(There is a signature on the original copy)
* This declaration has been translated into English for informational purposes. In case of a discrepancy between the Turkish and English versions of this disclosure statement, the Turkish version shall prevail.
I hereby represent that, I am a candidate for carrying our duty as "independent member" in Board of Directors of Biotrend Çevre ve Enerji Yatırımları A.Ş. (Company) within the scope of criteria specified in legislation, articles of association and Corporate Governance Communique of Capital Markets Board and in this context:
a. There is no employment relation at executive level that would assume material tasks, duties and responsibilities in the last five y ears between the Company, or such companies in which the Company controls or has a material influence over the management, or such shareholders which control or have a material influence over the Company's management and any legal entity holding management control over these shareholders, on the one hand, and myself, my spouse and next of kin by blood and affinity kinship up to second degree, and there is no individual or joint holding of more than 5%in the capital or voting stocks or preferential stocks or no material business or commercial relation has been established,
b. I have not worked at an executive position with significant and material tasks and responsibilities or held the seat as a board member or held a shareholding (equal to or above 5%) in such companies from which the company procures goods or services from or sells goods or services to in significant volumes in line with the agreements between them, including, in particular, the supplier's or buyer's audit (including tax audit, statutory audit, internal audit), rating and consultancy services in the last five years,
c. I have necessary professional education and training, knowledge and experience required for properly fulfilling the duties that I will undertake due to the fact that I become an independent board member,
d. I shall not work on a full-time basis at public agencies and institutions after my appointment as the member except for the lecture position at universities in line with the applicable legislation,
e. I am deemed to be resident in Turkey according to Income Tax Law (I.T.L.) dated 31/12/1960 and numbered 193,
f. I have professional prestige and reputation and experience as well as strong ethical standards to make me competent enough to favourably contribute to the corporate operations, to maintain my neutrality in conflicts of interest between the company and the shareholders and to freely decide by taking into consideration the rights of interest holders,
g. I will be able to spare enough time to follow up the process of company operations and fulfil all requirements of the duties I undertake, in full,
h. I have not carried out a duty as board member in Company's Board of Directors for more than six years, within last ten years,
i. I am not holding an independent board member position in more than five publicly traded company in total or in more than three companies in which the company or the shareholders controlling the company hold the controlling powers over the management,
j. I have not been registered and published in the name of the legal entity, which is appointed as the board member,
I hereby declare that the above-mentioned matters.
(There is a signature on the original copy)
* This declaration has been translated into English for informational purposes. In case of a discrepancy between the Turkish and English versions of this disclosure statement, the Turkish version shall prevail.
I hereby represent that, I am a candidate for carrying our duty as "independent member" in Board of Directors of Biotrend Çevre ve Enerji Yatırımları A.Ş. (Company) within the scope of criteria specified in legislation, articles of association and Corporate Governance Communique of Capital Markets Board and in this context:
a. There is no employment relation at executive level that would assume material tasks, duties and responsibilities in the last five y ears between the Company, or such companies in which the Company controls or has a material influence over the management, or such shareholders which control or have a material influence over the Company's management and any legal entity holding management control over these shareholders, on the one hand, and myself, my spouse and next of kin by blood and affinity kinship up to second degree, and there is no individual or joint holding of more than 5%in the capital or voting stocks or preferential stocks or no material business or commercial relation has been established,
b. I have not worked at an executive position with significant and material tasks and responsibilities or held the seat as a board member or held a shareholding (equal to or above 5%) in such companies from which the company procures goods or services from or sells goods or services to in significant volumes in line with the agreements between them, including, in particular, the supplier's or buyer's audit (including tax audit, statutory audit, internal audit), rating and consultancy services in the last five years,
c. I have necessary professional education and training, knowledge and experience required for properly fulfilling the duties that I will undertake due to the fact that I become an independent board member,
d. I shall not work on a full-time basis at public agencies and institutions after my appointment as the member except for the lecture position at universities in line with the applicable legislation,
e. I am deemed to be resident in Turkey according to Income Tax Law (I.T.L.) dated 31/12/1960 and numbered 193,
f. I have professional prestige and reputation and experience as well as strong ethical standards to make me competent enough to favourably contribute to the corporate operations, to maintain my neutrality in conflicts of interest between the company and the shareholders and to freely decide by taking into consideration the rights of interest holders,
g. I will be able to spare enough time to follow up the process of company operations and fulfil all requirements of the duties I undertake, in full,
h. I have not carried out a duty as board member in Company's Board of Directors for more than six years, within last ten years,
i. I am not holding an independent board member position in more than five publicly traded company in total or in more than three companies in which the company or the shareholders controlling the company hold the controlling powers over the management,
j. I have not been registered and published in the name of the legal entity, which is appointed as the board member,
I hereby declare that the above-mentioned matters.
(There is a signature on the original copy)
* This declaration has been translated into English for informational purposes. In case of a discrepancy between the Turkish and English versions of this disclosure statement, the Turkish version shall prevail.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.