AGM Information • Mar 25, 2019
AGM Information
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| Summary Info | Registration of Ordinary General Assembly Meeting Decisions for the year 2018 |
| Update Notification Flag | Yes |
| Correction Notification Flag | No |
| Postponed Notification Flag | No |
General Assembly Invitation
| Type of General Assembly | Annual |
| Begining of The Fiscal Period | 01.01.2018 |
| End of The Fiscal Period | 31.12.2018 |
| Decision Date | 15.02.2019 |
| General Assembly Date | 19.03.2019 |
| General Assembly Time | 15:00 |
| Record Date | 18.03.2019 |
| Country | Turkey |
| City | İSTANBUL |
| District | ŞİŞLİ |
| Address | Divan İstanbul Oteli, Asker Ocağı Caddesi No:1 34367 Elmadağ Şişli-İstanbul |
Agenda Items
1 - Opening and election of the Chairman of the Meeting,
2 - Reading, discussing and approving the 2018 Annual Report prepared by the Company Board of Directors,
3 - Reading the Summary of Independent Audit Report for 2018 accounting period,
4 - Reading, discussing and approving the Financial Statements related to the 2018 accounting period,
5 - Acquittal of each member of the Board of Directors in relation to the activities of Company in 2018,
6 - Acceptance, acceptance after amendment or refusal of the offer of the Board of Directors in accordance with the Company's profit distribution policy regarding the distribution of the profits of 2018,
7 - Determining the number and duty term of the Members of the Board of Directors, making elections in accordance with the determined number of members, selecting the Independent Members of the Board of Directors,
8 - Informing and approval of the Shareholders about the Remuneration Policy for the Members of the Board of Directors and Top Managers and the payments made within the scope of the policy in accordance with the Corporate Governance Principles,
9 - Determining annual gross salaries of the members of the Board of Directors,
10 - Approval of the Independent Auditing Institution selected by the Board of Directors in accordance with the Turkish Commercial Code and the Capital Markets Board regulations,
11 - Informing the shareholders about the donations made by the Company in 2018 and determining an upper limit for donations to be made in 2019,
12 - Informing the shareholders about the collaterals, pledges, mortgages and surety granted in favor of third parties and the income and benefits obtained in 2018 by the Company and subsidiaries in accordance with Capital Markets Board regulations,
13 - Authorising the shareholders holding management capacity, the Members of the Board of Directors, top managers and their spouses and relatives by blood and marriage up to the second degree within the framework of the articles 395th and 396th of Turkish Commercial Code and informing shareholders about transactions performed within the scope during 2018 as per the Corporate Governance Communiqué of Capital Markets Board,
14 - Wishes and opinions.
Corporate Actions Involved In Agenda
Dividend Payment
General Assembly Results
| Was The General Assembly Meeting Executed? | Yes |
| General Assembly Results | In our Company's General Assembly Meeting held on March 19, 2019, Tuesday at 15:00 at Divan Istanbul Hotel, Asker Ocağı Caddesi No:1 34367 Elmadağ Şişli, Istanbul, the main following decisions were made. - The 2018 Annual Report prepared by the Company Board of Directors was accepted. - The Company's independently audited consolidated Financial Statements for the year 2018 which were prepared in accordance with the Capital Markets Board's (CMB) "Communiqué for Principles of Financial Reporting in Capital Markets" with Serial Number II-14.1 and Financial Statements prepared in accordance with the Tax Procedures Law were accepted. - Members of the Board of Directors were severally acquitted in connection with the accounts and activities of the Company in 2018. - The proposal of the Board of Directors for the distribution of profit for 2018 was accepted. - The number of members of the Board of Directors was determined as 12 members in total together with 4 independent members. It has been decided to select Mr. Mustafa Rahmi Koç, Ms. Semahat Sevim Arsel, Mr. Mehmet Ömer Koç, Mr. Yıldırım Ali Koç, Mr. Robert Sonman, Mr. Levent Çakıroğlu, Mr. Fatih Kemal Ebiçlioğlu, Mr. Hakan Hamdi Bulgurlu as the members and Mr. Kamil Ömer Bozer, Ms. Müzeyyen Münire Gülay Barbarosoğlu, Mr. Mehmet Cem Kozlu and Mr. Ahmet Turul as the independent members of the Board of Directors for to serve one year. - Within the framework of the Turkish Commercial Code and the Capital Markets Law, it was decided to select PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., which was elected by the decision of the Board of Directors with reference to the proposal of the Audit Committee, as the Independent Auditing Institution to audit the Financial Reports of the fiscal year 2019 and to conduct other activities as part of other regulations under the said laws. |
Decisions Regarding Corporate Actions
| Dividend Payment | Discussed |
General Assembly Outcome Documents
| Appendix: 1 | Olagan Genel Kurul Toplanti Tutanagi 19.03.2019 .pdf - Minute |
| Appendix: 2 | Hazir Bulunanlar Listesi 19.03.2019 .pdf - List of Attendants |
Additional Explanations
The Minutes of the Ordinary General Shareholders Meeting held on March 19, 2019 have been registered by İstanbul Trade Registry Office on March 22, 2019.
This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.
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