AGM Information • Jul 11, 2025
AGM Information
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The Ordinary General Assembly Meeting of Yeo Technology Energy and Industry Joint Stock Company for the year 2024 was convened on Tuesday, June 3, 2025, at 10:00 AM at Titanic Business Kartal Hotel, located at Orta Mah. Kaptanıderya Cad. No:37 Kartal/Istanbul, under the supervision of the Ministry Representative Mustafa Kendi, appointed by the Istanbul Provincial Directorate of Trade of the Republic of Turkey Ministry of Trade with the letter dated June 2, 2025, and numbered 109896497.
The invitation to the meeting, including the agenda, was duly made within the legal period as stipulated in the Law and the Articles of Association by announcements in the Turkish Trade Registry Gazette dated 12.05.2025 and numbered 11329, on the Electronic General Assembly System via the Central Registry Agency's website, on the Company's corporate website http://www.yeo.com.tr and on the Public Disclosure Platform (KAP) on 06.05.2025.
Upon examination of the attendance list, it was determined that out of the Company's total capital of TRY 355,000,000, corresponding to 355,000,000 shares, a total of TRY 237,786,038.052 worth of shares were represented at the meeting, consisting of 203,735,862.794 shares held in person and 34,050,175.258 shares represented by proxy. Accordingly, it was concluded that the minimum quorum required by both the applicable law and the Articles of Association was duly met.
It was noted that at the meeting, Mr. Tolunay Yıldız, Chairman of the Board of Directors; Mr. Orhan Yıldız, Member of the Board of Directors; Mr. Mustafa Kendi, Ministry Representative; and Mr. Aytunç Pırnızoğlu, representing Güreli Yeminli Mali Müşavirlik ve Bağımsız Denetim Hizmetleri A.Ş., which conducted the independent external audit of the Company's 2024 financial statements, were present.
It was confirmed that the Company fulfilled its obligations regarding electronic general assembly preparations in accordance with paragraphs 5 and 6 of Article 1527 of the Turkish Commercial Code. Mr. Nihal Gülfidan, certified as an expert in the Central Registry Agency's Electronic General Assembly System, was appointed by the Meeting Presidency to manage the electronic system. The General Assembly was opened simultaneously in physical and electronic environments, and the discussions on the agenda items commenced.
Before proceeding with the agenda items, the Meeting Chairman, Mr. Tolunay Yıldız, explained the voting procedures for those physically present. He stated that, in accordance with the Law, the Articles of Association, and the Internal Directive, voting would be done openly by raising hands, and shareholders opposing must verbally declare their dissent. Those who neither raise hands nor verbally object would be deemed to have voted against.
2. The granting of authorization to the Meeting Chairmanship for the signing of the General Assembly minutes was submitted for approval and was accepted by a majority vote, with 429,810,121.253 votes in favor and 1,330 votes against by the shareholders attending the meeting. Regarding the order of discussion of the agenda items previously announced, the Meeting Chair asked whether there were any proposals to change the order of the agenda items. As no shareholders proposed any changes, the discussion of the agenda items proceeded in the order announced.
In accordance with the approved motion, the 2024 Annual Report was deemed read and opened for discussion. The Chair inquired whether anyone wished to speak, but no shareholder requested to take the floor. Since this agenda item was not subject to voting, it was informed to the shareholders that no voting would be conducted on this matter.
In accordance with the fourth item on the agenda, the Meeting Chair requested the summary of the Independent Audit Report for the fiscal year 01.01.2024–31.12.2024, prepared by Güreli Yeminli Mali Müşavirlik ve Bağımsız Denetim Hizmetleri A.Ş., to be read. The summary of the Independent Audit Report was read by Mr. Aytunç Pırnızoğlu. The Meeting Chair stated that this item was for informational purposes only and would not be subject to voting.
The meeting proceeded to the fifth item on the agenda. Since the consolidated financial statements and notes for the year 2024 were made available for shareholders' review at least three weeks prior to the General Assembly meeting date at the Company's headquarters, on the Electronic General Assembly portal of the Central Securities Depository (MKK), on the Company's corporate website at http://www.yeo.com.tr, and on the Public Disclosure Platform (KAP), a motion to consider the financial statements as read was submitted for the approval of the shareholders and was unanimously accepted by those present.
In accordance with the approved motion, the 2024 financial statements were deemed read and opened for discussion. The Chair inquired whether anyone wished to take the floor, but no shareholder requested to speak. The agenda item was then put to a vote. As a result of the voting, the 2024 financial statements were unanimously approved.
Pursuant to the sixth item on the agenda, the discharge of the Board of Directors members Mr. Tolunay Yıldız, Mr. Orhan Yıldız, Mr. Mehmet Öğütçü, Mr. Mustafa Kopuk, Mr. Kerem Sinan Alçın, and Mr. Murat Sağman in relation to the Company's 2024 activities and accounts was submitted to the vote. The shareholders attending the meeting approved the discharge by a majority vote, with 429,462,278.253 votes in favor and 349,173 votes against. The Board members did not participate in the voting on their own discharge.
In accordance with the seventh item on the agenda, the proposal of the Board of Directors regarding the distribution of the 2024 profit was discussed. The proposal dated May 6, 2025, stated:
"At the Board of Directors meeting held on May 6, 2025, it was reported that, according to the independently audited financial statements prepared in accordance with the Capital Markets Board's Communiqué on Principles of Financial Reporting (II-14.1), Turkish Accounting Standards, and Turkish Financial Reporting Standards (TMS/TFRS) for the fiscal year 01.01.2024–31.12.2024, the Company realized a profit of TRY 926,994,112. According to the solo financial statements prepared in accordance with the Turkish Commercial Code (TCC) and Tax Procedure Law for the same period, the Company earned a profit of TRY 206,113,614. Considering the Company's investments and growth plans, and in order to maintain healthy cash flow, it was decided not to distribute any dividend. The remaining amount of the distributable profit for the period, after allocating the legally required general reserves according to the Turkish Commercial Code, will be transferred to extraordinary reserves. This decision will be submitted for the approval of the shareholders at the 2024 Ordinary General Assembly Meeting."
The proposal was read and then put to a vote. As a result of the voting, the Board of Directors' proposal was unanimously approved.
The meeting proceeded to discuss the eighth item on the agenda regarding the determination of the remuneration and other benefits to be paid to the Board of Directors members. Within the scope of the proposal submitted to the Meeting Chairmanship, it was put to a vote that, until the date of the ordinary general assembly meeting for the year 2025, a monthly net fee of TRY 160,000 be paid to the Chairman of the Board, Mr. Tolunay Yıldız; a monthly net fee of TRY 95,000 to the Vice Chairman of the Board, Mr. Orhan Yıldız; and a monthly net fee of TRY 80,000 to each of the other Board members. As a result of the voting, the proposal was approved by majority vote, with 418,669,646.253 votes in favor and 11,141,805 votes against by the shareholders attending the meeting.
Pursuant to Article 9 of the agenda, in accordance with the Turkish Commercial Code, Capital Markets Board regulations, and the regulations of the Public Oversight, Accounting and Auditing Standards Authority (KGK), and based on the opinion of the Audit Committee, the following proposal by the Board of Directors was submitted for approval:
a) The selection of Güreli YMM ve Bağımsız Denetim Hizmetleri A.Ş., registered with the Istanbul Trade Registry under registration number 206580-0 and MERSIS number 0443002859800014, located at Spine Tower, Maslak Mah. Saat Sok. No: 5, Floors: 25-26-28, 34485 Sarıyer/Istanbul, as the independent audit firm to audit the financial reports of the Company for the accounting period between 01.01.2025 and 31.12.2025 in accordance with the principles set out under the Turkish Commercial Code No. 6102, the Capital Markets Law No. 6362, and the relevant legislation, and to carry out other activities within the scope of the related provisions of these laws.
b) The selection of Güreli YMM ve Bağımsız Denetim Hizmetleri A.Ş., registered with the Istanbul Trade Registry Office under registration number 206580-0 and MERSIS number 0443002859800014, located at Spine Tower, Maslak Mah. Saat Sok. No: 5, Floors: 25-26-28, 34485 Sarıyer/Istanbul, to conduct the mandatory sustainability assurance audit as well as other related auditing activities within the scope of the relevant regulations, including but not limited to the mandatory sustainability assurance audit of the reports prepared in accordance with the Turkish Sustainability Reporting Standards published by the Public Oversight Accounting and Auditing Standards Authority (KGK) for the fiscal years 2024 and 2025, was submitted for the approval of the shareholders. The proposal was approved by majority vote, with 429,502,087.253 votes in favor and 309,364 votes against by the shareholders attending the meeting.
The Meeting Chair informed the shareholders that donations amounting to TRY 4,412,605 were made in 2024. A proposal submitted by the Chairman of the Board, Mr. Tolunay Yıldız, regarding the determination of the upper limit for donations and aids to be made in 2025 as 1% of the previous year's revenue, was put to a vote. The proposal was approved by majority vote, with 418,366,743.253 votes in favor and 11,444,708 votes against by the shareholders attending the meeting.
The meeting proceeded to the 11th item on the agenda regarding the discussion and resolution of the amendments to Articles 5 titled "DURATION" and 7 titled "BOARD OF DIRECTORS AND ITS TERM" of the Company's Articles of Association, as announced. Within the framework of the Board of Directors' resolution dated April 30, 2025, and pursuant to the approvals granted by the Capital Markets Board dated May 9, 2025, with reference number E-29833736-110.03.03-72119, and the Ministry of Trade, Directorate General of Domestic Trade, dated May 28, 2025, with reference number E-50035491-431.02-00109735159, the amendments to the fifth and seventh articles of the Company's Articles of Association, as authorized by the Ministry of Trade, were submitted for approval. As a result of the voting, the amendment to the Articles of Association was approved by majority vote, with 429,810,121.253 votes in favor and 1,330 votes against by the shareholders attending the meeting.
In compliance with the request of the Capital Markets Board, the meeting proceeded to the agenda item concerning the disclosure to shareholders of the undistributed 1st-tier statutory reserves for the years 2018, 2019, and 2020, and the submission for shareholders' approval of the source from which these reserves will be allocated. Shareholders were informed that the undistributed statutory reserves for the years 2018, 2019, and 2020 amounted to TRY 35,479.01, TRY 135,368.94, and TRY 290,808.45, respectively. It was proposed to complete the under-allocated portion from prior years' profits and submitted for shareholders' approval. As a result of the voting, the proposal was approved by majority vote, with 429,507,606.253 votes in favor and 303,845 votes against by the shareholders attending the meeting.
In compliance with the request of the Capital Markets Board, the meeting proceeded to the agenda item regarding the approval by shareholders of the profit distribution table dated 31.12.2021, which was updated and published on the Public Disclosure Platform (KAP) on 04.08.2022. The updated profit distribution table for the year 2021, published on KAP on 04.08.2022, was submitted for shareholders' approval and was approved by majority vote, with 429,810,121.253 votes in favor and 1,330 votes against by the shareholders attending the meeting.
The approval of the shareholders was sought regarding granting permission to the members of the Board of Directors, pursuant to Articles 395 and 396 of the Turkish Commercial Code, to engage personally or on behalf of others in business activities within or outside the scope of the Company's operations, to become partners in companies engaged in such activities, to compete with the Company, and to perform other related transactions. The proposal was approved by majority vote, with 429,810,121.253 votes in favor and 1,330 votes against by the shareholders attending the meeting.
In accordance with the Capital Markets Board's Corporate Governance Communiqué, detailed information regarding transactions with related parties for the fiscal year ending December 31, 2024, is disclosed in Note 38 of the Financial Statements and Independent Audit Report. The Chairperson of the Meeting informed that this agenda item is for informational purposes only and will not be subject to voting.
Detailed information regarding the guarantees, pledges, mortgages, and sureties provided by our Company in favor of third parties in 2024 for the purpose of conducting ordinary commercial activities was disclosed to the shareholders, noting that such information is included in Note 23 of the Financial Statements and Independent Audit Report for the fiscal year ending December 31, 2024. It was also informed that, apart from those provided by the Company and its subsidiaries in their own favor, no other guarantees, pledges, mortgages, or sureties exist. The Chairperson of the Meeting stated that this agenda item is for informational purposes only and will not be subject to voting.
The Meeting Chair opened the floor for wishes and opinions to the attendees. Since no one requested to speak, the meeting was adjourned at 11:00 AM. As there were no other matters to be discussed on the agenda, the Chair declared the meeting closed. This minute was prepared in four copies at the meeting venue, read aloud, and signed. June 3, 2025.
CHAIRPERSON OF THE MEETING VOTE COLLECTOR MINUTE CLERK Tolunay Yıldız Hasan Sevinç Alev Dumanlı
Mustafa Kendi
| OLD VERSION | NEW VERSION |
|---|---|
| 5. DURATION – The duration of the Company is unlimited from its establishment. This period may be extended or shortened by amending the Articles of Association. |
5. DURATION – The duration of the Company is unlimited from its establishment. |
| 7. BOARD OF DIRECTORS AND TERM OF OFFICE The affairs and management of the Company are carried out by a Board of Directors consisting of at least 1 member, elected by the General Assembly in accordance with the provisions of the Turkish Commercial Code. The term of office for the Board of Directors is between 1 and 3 years. The following individuals have been elected as the first Board members for a term of 3 years. Mr. Kerim Sinan Alçın, a Turkish citizen with ID number 611**86, residing in Istanbul/Fatih, has been elected as a member of the Board of Directors. Mr. Mehmet Koçak, a Turkish citizen with ID number 256*58, residing in Istanbul/Ataşehir, has been elected as a member of the Board of Directors. Mr. Mustafa Kopuk, a Turkish citizen with ID number 31962, residing in Istanbul/Kadıköy, has been elected as a member of the Board of Directors. Mr. Orhan Yıldız, a Turkish citizen with ID number 43692, residing in Istanbul/Tuzla, has been elected as a member of the Board of Directors. Mr. Ömer Eroğlu, a Turkish citizen with ID number 40024, residing in Istanbul/Kadıköy, has been elected as a member of the Board of Directors. Mr. Tolunay Yıldız, a Turkish citizen with ID number 436***48, residing in Istanbul/Tuzla, has been elected as a member of the Board of Directors. |
7. BOARD OF DIRECTORS AND TERM OF OFFICE The affairs and management of the Company are carried out by a Board of Directors consisting of at least 5 member, elected by the General Assembly in accordance with the provisions of the Turkish Commercial Code. The term of office for the Board of Directors is between 1 and 3 years. |
Mustafa Kendi
| APPENDIX : Updated Profit Distribution Table for the Year 2021 | ||||||
|---|---|---|---|---|---|---|
| -- | -- | -- | ---------------------------------------------------------------- | -- | -- | -- |
| YEO TEKNOLOJİ VE ENDÜSTRİ A.Ş. | |||||||
|---|---|---|---|---|---|---|---|
| 2021 Dividend Distribution Table (TL) | |||||||
| 1 | Issued Capital | 24.000.000 | |||||
| 2. Total Legal Reserves (According to Legal Records) | 1.615.412 | ||||||
| Information on privileges in dividend distribution, if any, in the Articles of | There are no | ||||||
| Association: | privileges. | ||||||
| Based On CMB | Based on Legal | ||||||
| Regulations | Records | ||||||
| 3 | Current Period Profit | 70.262.294 | 43.024.516 | ||||
| 4 | Taxes Payable (-) | 18.390.934 | 10.690.622 | ||||
| 5 | Net Current Period Profit | 51.871.360 | 32.333.894 | ||||
| 6 | Losses in Previous Years (-) | 0 | 25.650 | ||||
| 7 | Primary Legal Reserve (-) | 1.615.412 | 1.615.412 | ||||
| 8 | Net Distributable Current Period Profit | 50.255.948 | 30.692.832 | ||||
| 9 | Donations Made During The Year ( + ) | 237.708 | 237.708 | ||||
| Donation-Added Net Distributable Current Period | 50.493.656 | 30.930.540 | |||||
| 10 | Profit on which First Dividend Is Calculated | ||||||
| First Dividend to Shareholders | |||||||
| 11 | * Cash | 15.000.000 | 15.000.000 | ||||
| * Stock | |||||||
| * Total | |||||||
| 12 | Dividend Distributed to Owners of Privileged Shares | ||||||
| Other Dividend Distributed | |||||||
| * To the Members of the Board of | |||||||
| 13 | Directors | ||||||
| * To the Employees | |||||||
| * To Non-Shareholders | |||||||
| 14 | Dividend to Owners of Redeemed Shares | ||||||
| 15 | Second Dividend to Shareholders | ||||||
| 16 | Secondary Legal Reserves | 1.380.000 | |||||
| 17 | Statutory Reserves | ||||||
| 18 | Special Reserves | ||||||
| 19 | Extraordinary Reserves | ||||||
| 20 | Other Distributable Resources |
CHAIRPERSON OF THE MEETING VOTE COLLECTOR MINUTE CLERK
Tolunay Yıldız Hasan Sevinç Alev Dumanlı
MINISTRY REPRESENTATIVE
Mustafa Kendi
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