Pre-Annual General Meeting Information • Jul 11, 2025
Pre-Annual General Meeting Information
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The Ordinary General Assembly Meeting of our Company for the year 2024 will be held on Tuesday, June 3, 2025, at 10:00 a.m. at Titanic Business Kartal Hotel, located at Orta Mah. Kaptanıderya Cad. No:37 Kartal/Istanbul, to discuss and resolve the agenda items listed below.
Our shareholders may attend General Meeting personally or via electronic media, and they may also appoint representatives to attend the meeting. Shareholders who wish to attend the General Meeting physically, are required to present their ID which is registered in the Central Registry Agency A.Ş. (MKK)'s "shareholders list" to exercise their shareholder rights at the Meeting. Attendance to General Assembly electronically is possible with secure electronic signatures of shareholders or their representatives. Therefore, shareholders are required to register to Central Registry Agency A.Ş. (MKK) and e-MKK Information Portal and record their contact details and to possess secure e-signatures. Shareholders or their representatives who are not registered at e-MKK Information Portal or who do not possess secure electronic signatures will not be able to attend the General Assembly Meeting electronically via Electronic General Assembly System (e-GKS). Detailed information regarding the attendance to General Meeting electronically, are available on Central Registry Agency A.Ş. (MKK)'s web site (www.mkk.com.tr).
In addition, shareholders or their representatives who want to attend to the General Meeting via electronic media are required to fulfil their obligations in accordance with provisions of "Communiqué on Electronic General Assembly System to be Applied in General Assemblies of Joint Stock Companies issued at Official Gazette no. 28396 and dated 29 August 2012 and "Regulation on General Assemblies to be Held Electronically in Joint Stock Companies" issued at Official Gazette no. 28395 and dated 28 August 2012.
Shareholders who will not personally participate to the General Meeting physically or via electronic media, are required to arrange their powers of attorney in compliance with the attached sample form in Annex-2 or submit their notarized power of attorney forms bearing their own signatures, by fulfilling matters foreseen in "Voting by Proxy and Proxy Solicitation" Communiqué II-30-1of Capital Markets Board published in the Official Gazette dated 24 December 2013, no.28861. The sample powers of attorney can be obtained from our Company Headquarter, our Company's website at www.yeo.com.tr and from the announcement attachment available in Public Disclosure Platform ("KAP") web site www.kap.org.tr. Proxy holders who have been electronically appointed via Electronic General Assembly System don't have to submit a notarized power of attorney. Power of attorney forms which do not comply with the sample of power of attorney forms stipulated in the aforementioned Communiqué and attached to the General Assembly Invitation Announcement will not be accepted. Shareholders who will attend the general meeting electronically via the Electronic General Meeting System, can get information about General Meeting from the website of the Central Registry Agency A.Ş. at www.mkk.com.tr.
2024 Financial Statements, Annual Report and Independent Audit Report within the framework of Capital Markets regulations, will be readily available for review of shareholders within the legal period at www.kap.org.tr, the web-site of Central Registry Agency A.Ş. , Electronic General Assembly System ("e-GKS") and our Company's corporate web-site, www.yeo.com.tr
We would like to inform our shareholders and kindly request your presence at the place, date and time stated above.
Yeo Teknoloji Enerji Ve Endüstri A.Ş. Board of Directors
Annex:
1- 2024 Annual General Meeting Agenda
2- Power of Attorney Sample
Opening and election of Meeting Chairmanship,
Authorization of Meeting Chairmanship to sign the Annual General Meeting Minutes,
Reading and discussion of the Annual Report of the Board of Directors for the fiscal year 2024,
Reading of the Independent Auditors Report's summary for the fiscal year 2024,
Reading, discussion, and approval of the Financial Statements for the fiscal year 2024,
Relieve of the Board Members individually regarding their works in 2024,
Discussion and approval on the proposal of the Board of Directors regarding the profit distribution for the year 2024,
Discussion and determination of the remuneration of the members of the Board of Directors,
Approval of the Independent Audit Firm proposed by the Board of Directors in accordance with the Turkish Commercial Code, Capital Markets Board, and Public Oversight Accounting and Auditing Standards Authority regulations,
10.Informing the shareholders for the donations and aids made by the Company in the fiscal year 2024 and discussion and determination on the limits of donations and aids to be made by the Company for the fiscal year 2025
Approval of the amendment to Article 5 titled "DURATION" and Article 7 titled "BOARD OF DIRECTORS AND ITS TERM" of the Company's Articles of Association.
Informing the shareholders about the amounts of the first tranche legal reserves that should have been set aside for the years 2018, 2019, and 2020, and submitting the allocation of these legal reserves for the approval of the shareholders.
Submission of the profit distribution table dated 31.12.2021, which was updated and published on the Public Disclosure Platform (KAP) on 04.08.2022, for the approval of the shareholders.
14.Discussion and determination of members of the Board of Directors to make transactions personally as required by the articles 395 and 396 of Turkish Commercial Code,
Informing the Shareholders regarding transactions the Company performed with related parties in accordance with the regulations of the Capital Markets Board,
Informing the Shareholders regarding guarantees, mortgages, surety, pledges given in favour of third persons in 2024 and the consequent income and benefits in accordance with 4th paragraph of the 12th article of the Capital Markets Board's Corporate Governance Communique no II.17.1,
Wishes and opinions.
Among the additional disclosures required to be made according to the Communiqué on Corporate Governance" (II-17.1) of the Capital Markets Board ("CMB") dated on January 3, 2014, the ones related to the agenda items are given below relevant agendas, while other mandatory general disclosures are presented to your information in this section:
| Adı veya Unvanı | Amount of Nominal Shares (TL) |
Ownership (%) |
|---|---|---|
| Tolunay YILDIZ | 49.316.837 | 13,9 |
| Orhan YILDIZ | 49.316.837 | 13,9 |
| Özbey YILDIZ | 49.294.234 | 13,9 |
| Barış ESEN | 22.601.667 | 6,4 |
| Sinan KARAHAN | 22.601.667 | 6,4 |
| Yasin DÜVEN | 22.601.667 | 6,4 |
| Caner KARATAŞ | 10.283.758 | 2,9 |
| Halka Açık Kısım | 128.983.333 | 36,3 |
| TOPLAM | 355.000.000 | 100,00 |
The current shareholding structure of our Company is presented in the table below for your information.
he company's capital is divided into a total of 355,000,000 shares, consisting of 63,988,750 Class A shares with a nominal value of 1 TRY each, 259,002,083.33 Class B shares, and 32,009,166.67 Class C shares. For Class A shares, each share carries 2 voting rights at the general assembly, while for Class C shares, each share carries 5 voting rights. Additionally, Class C shares have the privilege of nominating candidates for the Board of Directors. Class B shares carry no privileges.
1.2. Any changes in the management and operational activities of the Company and major subsidiaries and affiliates of the Company realized during previous accounting period and those planned for the next accounting period to significantly affect company activities, and reasons of these changes:
There are no management or operational changes that would significantly affect the activities of our company.
1.3. In case the general meeting agenda includes dismissal, change or election of board of directors members, the grounds for their dismissal and change and with respect to the persons whose candidacy has been declared to the corporation; their curriculum vitae, duties that they have conducted in the last ten years and reasons for their resignation, feature and materiality level of their relation with the corporation and its related parties, whether they are independent or not, and information on similar issues which may affect the activities of the corporation should these persons are elected as members of board of directors:
None
1.4. Written requests of shareholders submitted to the Investor Relations Department for inclusion of an item into the agenda and should the board of directors have not accepted the proposals, such proposals which have not been accepted and grounds for their refusal:
No request has been submitted to the Investor Relations Department concerning a demand by the shareholders.
1.5. In case the agenda includes amendment of articles of association, relevant resolution of the board of directors and former and new versions of the articles of association:
The amendment text of Article 5 titled "DURATION" and Article 7 titled "BOARD OF DIRECTORS AND ITS TERM" of the Articles of Association is provided in Annex-2.
Within the framework of the provisions of the Turkish Commercial Code ("TTK"), Articles of Association, Regulation on the Procedures and Principles of General Meetings of Joint Stock Companies and the Representatives of The Ministry of Customs and Trade" and General Assembly Internal Directive, the Presidency and the meeting chairmanship for the management of General Meeting shall be elected.
Authorization will be submitted for approval to grant the Meeting Chairmanship the authority to sign the General Assembly meeting minutes.
Within the framework of the provisions of the Turkish Commercial Code and the Regulations of the Capital Markets Law and relevant regulations, the Annual Report for the fiscal year 2024 that has been submitted for review of shareholders on Public Disclosure Platform, Central Registry Agency's Electronic General Assembly System e-GKS and on Company's web-site www.yeo.com.tr within the legal period prior to the General Assembly meeting shall be read and presented to the opinion of our shareholders.
Within the framework of the provisions of the Turkish Commercial Code and the Regulations of the Capital Markets Law and relevant regulations, the Independent Auditors Report's summary for the fiscal year 2024 that has been submitted for review of shareholders on Public Disclosure Platform, Central Registry Agency's Electronic General Assembly System e-GKS and on Company's web-site www.yeo.com.tr, within the legal period prior to the General Assembly meeting shall be read and presented to the opinion of our shareholders.
Within the framework of the provisions of the Turkish Commercial Code and the Regulations of the Capital Markets Law and relevant regulations, the Independent Auditors Report's summary for the fiscal year 2024 that has been submitted for review of shareholders on Public Disclosure Platform, Central Registry Agency's Electronic General Assembly System e-GKS and on Company's web-site www.yeo.com.tr, within the legal period prior to the General Assembly meeting shall be read and submitted to the opinion and approval of our shareholders.
Within the framework of the Turkish Commercial Code and the relevant regulations, the discharge of each member of the Board of Directors for their activities and transactions in the year 2024 will be submitted for the approval of the shareholders.
The profit distribution proposal decided at the meeting of our Board of Directors meeting dated 06.05.2025 is given below.
According to the independently audited financial statements of our Company, which have been prepared in accordance with the provisions of the Communiqué on Principles Regarding Financial Reporting in Capital Markets (II-14.1), as well as the Turkish Accounting Standards (TAS) and Turkish Financial Reporting Standards (TFRS), the Company has recorded a profit of TRY 926.994.112 for the accounting period of January 1, 2024 – December 31, 2024.
In accordance with the standalone financial statements prepared in compliance with the Turkish Commercial Code (TCC) and the Tax Procedure Law for the same period, the Company has recorded a profit of TRY 206.113.614.
Taking into account the Company's investments and growth plans, and in order to maintain a healthy cash flow, it has been decided not to distribute dividends for the 2024 fiscal year. Following the allocation of the general legal reserve required by the Turkish Commercial Code from the distributable profit, the remaining amount will be transferred to extraordinary reserves, subject to the approval of shareholders at the 2024 Annual General Assembly Meeting.
This resolution will be submitted for the approval of shareholders at the General Assembly. The Dividend Distribution Table is provided in Annex-1.
Remuneration of the members of the Board of Directors will be determined at the General Assembly.
In accordance with the Turkish Commercial Code and the regulations of the Capital Markets Board, pursuant to the decision of our Board of Directors dated 06.05.2025 and based on the opinion of the Audit Committee, it has been resolved to appoint Güreli Yeminli Mali Müşavirlik ve Bağımsız Denetim Hizmetleri A.Ş. to audit the financial reports of our Company for the accounting period 01.01.2025 – 31.12.2025 and to carry out other activities within the scope of the relevant regulations under these laws. This appointment will be submitted for the approval of the General Assembly.
On the other hand, the authorization of an independent auditor—who is authorized by the Public Oversight, Accounting and Auditing Standards Authority ("KGK") to conduct independent assurance activities in the field of sustainability and who will be determined and publicly announced by the Board of Directors prior to the General Assembly date—to conduct the mandatory sustainability assurance audit of the reports to be prepared for the 2025 fiscal year in accordance with the Turkish Sustainability Reporting Standards issued by the POA, will also be submitted for the approval of the General Assembly.
Pursuant to Article 6, paragraph 2 of the Capital Markets Board's Dividend Communiqué No. II-19.1, the donations made by our Company during the year 2024 will be presented to the General Assembly for informational purposes.
Information regarding the donations and charitable contributions made by our Company during the period of January 1, 2024 – December 31, 2024 has been included in the 2024 annual report. This disclosure is solely for informational purposes and does not require approval by the General Assembly.
Additionally, in accordance with Article 6, paragraph 1 of the same Communiqué, the upper limit for donations to be made during the January 1, 2025 – December 31, 2025 accounting period will be determined by the General Assembly.
In order to align our Company's Articles of Association with the Capital Markets Legislation, the amendment of Article 5 titled "DURATION" and Article 7 titled "BOARD OF DIRECTORS AND ITS TERM" will be presented for the approval of the General Assembly, subject to the approval of the Capital Markets Board and the Ministry of Trade, and will be amended as outlined in the attached document (Annex 2).
In accordance with the request of the Capital Markets Board, the shareholders will be informed about the fact that the legal reserves were not set aside from the Company's profits for the years 2018, 2019, and 2020. The General Assembly will be asked to approve the allocation of the missing amount from an appropriate source (such as prior years' profits/extraordinary reserves and/or current period profits).
Due to the request of the Capital Markets Board, the fact that the losses from previous years recorded in the legal books were inadvertently not deducted from the net profit for the period, the failure to include the donations made during the year, and the increase in the profit amount in the corporate tax return prepared after the publication of the profit distribution table, the profit distribution table for the year 31.12.2021, which was revised in accordance with the request of the Capital Markets Board and published on the Public Disclosure Platform (KAP) on 04.08.2022, will be submitted for the approval of the shareholders.
Members of the Board of Directors' transactions within the framework of articles 395 and 396 of the Turkish Commercial Code, will be submitted to the approval of the General Assembly.
In accordance with the Capital Markets Board's Corporate Governance Communique, shareholders shall be informed about the company's transactions handled with related parties.
In accordance with Article 12 of the Capital Markets Board's Communique numbered II-17.1, shareholders shall be informed about the collaterals, pledges, liens and bails given by our Company in favor of third parties in 2024 for the purpose of carrying out its ordinary commercial activities.
In this section, shareholders who wish to speak will be given the opportunity to present their wishes and suggestions.
Annex-1: Profit Distribution Table
| YEO TEKNOLOJİ ENERJİ VE ENDÜSTRİ A.Ş. | |||||
|---|---|---|---|---|---|
| 2024 Dividend Distribution Table (TL) | |||||
| 1 Paid-In / Issued Capital | 355.000.000 | ||||
| 2. Total Legal Reserves (According to Legal Records) | 6.543.889,40 | ||||
| Information on privileges in dividend distribution, if any, in the Articles of Association: |
There are no privileges. |
||||
| Based On CMB Regulations |
Based on Legal Records |
||||
| 3 | Current Period Profit | 1.109.234.443,00 | 264.961.028,66 | ||
| 4 | Taxes Payable (-) | 182.240.331,00 | 58.847.414,30 | ||
| 5 | Net Current Period Profit | 926.994.112,00 | 206.113.614,36 | ||
| 6 | Losses in Previous Years (-) | 0,00 | 0,00 | ||
| 7 | Primary Legal Reserve (-) | 10.305.680,71 | 10.305.680,71 | ||
| 8 | Net Distributable Current Period Profit | 916.688.431,28 | 195.807.933,64 | ||
| 9 | Donations Made During The Year ( + ) | 4.412.604,75 | 4.412.604,75 | ||
| 10 | Donation-Added Net Distributable Current Period Profit on which First Dividend Is Calculated |
921.101.036,03 | 200.220.538,39 | ||
| First Dividend to Shareholders | - | - | |||
| 11 | * Cash | - | - | ||
| * Stock | - | - | |||
| * Total | - | - | |||
| 12 | Dividend Distributed to Owners of Privileged Shares | - | - | ||
| 13 | Other Dividend Distributed | - | - | ||
| * To the Members of the Board of Directors |
- | - | |||
| * To the Employees | - | - | |||
| * To Non-Shareholders | - | - | |||
| 14 | Dividend to Owners of Redeemed Shares | - | - | ||
| 15 | Second Dividend to Shareholders | - | - | ||
| 16 | Secondary Legal Reserves | - | - | ||
| 17 | Statutory Reserves | - | - | ||
| 18 | Special Reserves | - | - | ||
| 19 | Extraordinary Reserves | 916.688.431,29 | 195.807.933,65 | ||
| 20 | Other Distributable Resources | - | - |
| OLD VERSION | NEW VERSION |
|---|---|
| 5. DURATION - The duration of the Company is unlimited from | 5. DURATION - The duration of the Company is |
| the date of its incorporation. This duration may be extended or | unlimited from the date of its incorporation. |
| shortened by amending the Articles of Association. | |
| 7. BOARD OF DIRECTORS AND ITS TERM The business and management of the Company shall be conducted by a Board of Directors consisting of at least one member, elected by the General Assembly in accordance with the provisions of the Turkish Commercial Code. The term of the Board of Directors is between 1 and 3 years. The following members have been selected as the initial Board of Directors for a term of 3 years: |
7. BOARD OF DIRECTORS AND ITS TERM The business and management of the Company shall be conducted by a Board of Directors consisting of at least one member, elected by the General Assembly in accordance with the provisions of the Turkish Commercial Code. The term of the Board of Directors is between 1 and 3 years. |
| -KERİM SİNAN ALÇIN, holder of Turkish citizenship with ID number 611**86, residing in ISTANBUL/FATİH, has been |
|
| selected as a member of the Board of Directors. | |
| -MEHMET KOÇAK, holder of Turkish citizenship with ID number 256**58, residing in ISTANBUL/ATAŞEHİR, has been selected as a member of the Board of Directors. |
|
| -MUSTAFA KOPUK, holder of Turkish citizenship with ID number 319**62, residing in ISTANBUL/KADIKÖY, has been selected as a member of the Board of Directors. |
|
| -ORHAN YILDIZ, holder of Turkish citizenship with ID number 436**92, residing in ISTANBUL/TUZLA, has |
|
| been selected as a member of the Board of Directors. -ÖMER EROĞLU, holder of Turkish citizenship with ID number 400**24, residing in ISTANBUL/KADIKÖY, has |
|
| been selected as a member of the Board of Directors. |
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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