AGM Information • Jul 7, 2025
AGM Information
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The 2024 Annual General Meeting of Pasifik Eurasia Lojistik Dış Ticaret A.Ş. will be held on Wednesday, 2 July 2025, at 10:30 a.m. at the address of Kızılırmak Mahallesi Dumlupınar Bulvarı Next Level A Blok Kat:1 No:1 Çankaya /ANKARA, T.C. The meeting was conducted under the supervision of Ministry Representative HÜLYA İPEK, appointed by the Ankara Governorate Trade Directorate with its letter dated 01/07/2025 and numbered E-94566553-431.03-00110864656.
The invitation to the meeting, along with the relevant regulations, was published on 10 June 2025 on the Public Disclosure Platform (KAP), the Company's website, the Electronic General Assembly System (EGKS) of the Central Registry Agency Inc., and the Turkish Trade Registry Gazette, issue no. 11347 dated 10 June 2025, at least three weeks prior to the meeting date, excluding the meeting days.
At the meeting, it was confirmed that the Company's Articles of Association, documents proving the notice of the meeting, the agenda, and the list of attendees were present at the meeting venue in their entirety.
As a result of the Ministry Representative's review of the list of attendees at the General Assembly Meeting, it was determined that out of the Company's total paid-in capital of 672,000,000 TL, corresponding to 672,000,000 shares, 86 shares with a nominal value of 86 TL were present in person, 292,402,299 shares with a nominal value of 292, 402,299 TL nominal value shares were represented by proxy, for a total of 292,402,385 shares and 292,402,385 TL nominal value shares were represented at the meeting, thus meeting the minimum quorum required by the Turkish Commercial Code and the Articles of Association.
It was determined that the Company had fulfilled its preparations for the electronic general meeting in accordance with Articles 5 and 6 of Article 1527 of the Turkish Commercial Code, and Mr. Fatih Nusret DUR, Chairman of the Board of Directors, appointed Mr. Metin DEMİR, who holds the 'Central Registry Agency Electronic General Meeting System Certification Expertise,' to use the Electronic General Meeting System. Metin DEMİR, who holds the 'Central Registry Agency Electronic General Assembly System Certification Expertise,' to use the Electronic General Assembly System, and the meeting was opened simultaneously in both physical and electronic environments, and the agenda items were discussed.
Agenda Item 1: Opening and formation and authorisation of the meeting chairmanship.
Mr. Fatih Nusret DUR, representative of Pasifik Holding A.Ş., one of the Company's shareholders, proposed that Mr. Ömer Gündüz as the chair of the meeting, Mr. Murat Kartal as the minute taker, and Ms. Ayşenur Kaleli as the vote counter, and to authorise the chair of the meeting to sign the minutes of the General Assembly meeting.
As a result of the vote, the proposal was unanimously approved with 292,402,385 votes in favour.
The 2024 General Assembly Meeting was opened by the Company's General Coordinator, Mr. Ömer Gündüz.
Mr. Ömer Gündüz provided information about the meeting and informed the shareholders about the voting procedure. It was stated that, in accordance with the law and the Company's Articles of
Association, shareholders physically attending the meeting were required to cast their votes for or against by raising their hands, without prejudice to the electronic vote counting regulations.
Agenda Item 2: Reading and discussion of the 2024 Board of Directors Activity Report and the Independent Audit Firm Report summary.
Mr. Fatih Nusret DUR, submitted a motion stating that the Board of Directors' Activity Report and the Independent Audit Firm's Report for the Company's 2024 financial year should be deemed to have been read because they were made available for review by shareholders on the Public Disclosure Platform, the Central Registry Agency A.Ş.'s Electronic General Assembly System, and the Company's corporate website www.pasifikeurasia. com.tr.
As a result of the vote, the motion was approved unanimously with 292,402,385 votes in favour.
The Board of Directors' Activity Report and the Independent Audit Firm Reports were opened for discussion. No one took the floor.
Agenda Item 3: Reading, discussing, and submitting for approval the Financial Statements for the 2024 fiscal year,
Mr. Fatih Nusret DUR, the representative of Pasifik Holding A.Ş., one of the Company's shareholders, Fatih Nusret DUR, proposed that the Company's audited Financial Statements for the 2024 financial year be deemed to have been read because they were disclosed to the public and made available for review by shareholders on the Public Disclosure Platform, the Central Registry Agency A.Ş.'s Electronic General Assembly System, and the Company's corporate website www.pasifikeurasia. com.tr corporate website, and made available for review by shareholders, was submitted to the General Assembly for approval.
As a result of the vote, the motion was approved unanimously with 292,402,385 votes in favour. Agenda Item 4: Individual discharge of the members of the Board of Directors for their activities in 2024.
The individual discharge of the members of the Board of Directors for their activities in 2024 was put to a separate vote, in accordance with the second paragraph of Article 436 of the Turkish Commercial Code, without exercising their rights arising from their own shares.
As a result of the vote, the separate acquittal of the members of the Board of Directors was approved unanimously with 292,402,385 votes in favour.
Agenda Item 5: No change in the number of members of the Board of Directors and the election of new members to serve until the end of the term of office of the current members of the Board of Directors, whose terms of office are continuing
With a motion submitted by Mr. Fatih Nusret DUR, representative of Pasifik Holding A.Ş., one of the company's shareholders, it was decided to dissolve the Board of Directors and appoint Mr. İrfan GÜVENDİ, an independent member, as a member of the Board of Directors, while the other members of the Board of Directors would continue in their positions.
Furthermore, as a result of the application submitted to the Capital Markets Board (Board), the Board did not express any negative opinion regarding the independent board membership of Mr. Ercan Demirci, whose identity number is T.C. ID No. Ercan Demirci, who was not subject to any negative opinion from the Board regarding his position as an independent Board member, was elected to serve as an independent Board member until 26 June 2026, thereby maintaining the Board of Directors consisting of five members.
As a result of the vote, the proposal was approved by a majority of 277,008,237 votes in favour and 15,394,148 votes against.
Agenda Item 6: Determination and approval of the remuneration to be paid to the members of the Board of Directors.
Mr. Fatih Nusret DUR, proposed that the Board of Directors be authorised to pay a total monthly net attendance fee of up to 1,500,000 Turkish Lira (one million five hundred thousand Turkish Lira) in accordance with the distribution decision to be taken by the Board of Directors among themselves.
As a result of the vote, the motion was approved by a majority of votes, with 15,698,299 votes against and 276,704,086 votes in favour.
Agenda Item 7: Discussion and decision on the profit distribution proposal prepared by the Board of Directors.
It was noted that the Board of Directors' proposal regarding the 2024 profit distribution and the table related to this proposal were published on the Public Disclosure Platform, the Central Registry Agency A.Ş.'s Electronic General Assembly System, and the Company's corporate website www.pasifikeurasia. com.tr.
It was noted that, according to the financial statements prepared in accordance with TFRS, the Company had a net period profit of 206,282,052 TL attributable to the parent company, and according to VUK records, a current year profit of 50,243,784.55 TL;
a) In accordance with Article 519 of the Turkish Commercial Code, the allocation of 2,512,189.23 TL as the general statutory reserve at a rate of 5% from the current year's profit under the Turkish Tax Procedure Law,
b) The remaining amount of 203,770,052.77 TL profit, as per the financial statements prepared in accordance with TFRS, and 47,731,595.32 TL profit, as per VUK records, shall be allocated to extraordinary reserves after the statutory reserve has been set aside,
c) The 47,731,595.32 TL allocated to extraordinary reserves according to VUK records shall be accounted for as retained earnings from previous years, taking into consideration the current financial situation, with the aim of strengthening the company's financial structure. The Board of Directors' 2024 Profit Distribution Proposal was submitted to the General Assembly for approval.
As a result of the vote, the Board of Directors' proposal regarding the 2024 profit distribution was approved unanimously with 292,402,385 votes in favour.
Agenda Item 8: Subject to obtaining the necessary approvals from the Capital Markets Board and the Ministry of Trade, submission of the Board of Directors' proposal to increase the registered capital ceiling and extend the validity period by amending Article 6 of the Company's Articles of Association entitled 'Capital' to the general assembly for approval.
With the motion submitted by Mr. Fatih Nusret DUR, representative of Pasifik Holding A.Ş., one of the Company's shareholders, the draft amendment to Article 6 of the Company's Articles of Association titled 'Capital' shall be published on the Public Disclosure Platform at least three weeks prior to the General Assembly meeting, excluding the announcement and meeting dates, on the Electronic General Assembly System of the Central Registry Agency Inc., and on the Company's corporate website at www.pasifikeurasia.com.tr, for the information and review of our shareholders, the proposal not to read it again was submitted to the General Assembly for approval.
As a result of the voting, the proposal was approved by a majority vote with 276,773,486 votes in favour and 15,628,899 votes against.
The proposal was deemed appropriate by the Capital Markets Board in its letter dated 14 May 2025 and numbered E-29833736-110.04.04-72355, and was approved by the Ministry of Trade, General Directorate of Internal Trade, in its letter dated 26 May 2025 and numbered E-50035491-431. 02- 00109623764 dated 26 May 2025, the Board of Directors' proposal to amend Article 6 of the Company's Articles of Association titled 'Capital' in accordance with the approvals obtained, as set out in the annex (Appendix), was submitted to the general assembly for approval.
The aforementioned amendment to the Articles of Association was approved by a majority vote, with 15,628,899 votes against and 276,773,486 votes in favour.
Agenda Item 9: Submission of the selection of an independent audit firm by the Board of Directors to the General Assembly for approval in accordance with the Turkish Commercial Code, Capital Markets Board, and Public Oversight, Accounting, and Auditing Standards Authority regulations.
In accordance with the Turkish Commercial Code, Capital Markets Board, and Public Oversight, Accounting, and Auditing Standards Authority ('KGK') regulations, the Audit Committee's recommendation was taken into consideration, and pursuant to the Board of Directors' decision dated 10 June 2025, the Board of Directors decided to have the financial statements for the 2025 financial year audited by Deneyim Independent Audit and Consulting Inc., registered with the Ankara Trade Registry Office at the address Kızılırmak Mahallesi Muhsin Yazıcıoğlu Caddesi No:39A/14 Çankaya Ankara, with registry number 439024, and to conduct other activities within the scope of relevant regulations, including but not limited to the mandatory sustainability assurance audit for reports to be prepared for the years 2024 and 2025 in accordance with the Turkey Sustainability Reporting Standards published by the KGK, was submitted to the general assembly for approval. As a result of the vote, it was unanimously approved with 292,402,385 votes in favour.
Agenda Item 10: Providing information on donations and aid made in 2024 and determining the limit for 2025.
Our company made donations and contributions totalling TL 6,325,167 in 2024.
A motion submitted by Mr. Fatih Nusret DUR, representative of Pasifik Holding A.Ş., one of the company's shareholders, was submitted to the General Assembly for approval, proposing that the upper limit for donations and aid in 2025 be set at twenty-five per thousand of the company's equity and that the Board of Directors be authorised to make donations and aid up to this limit.
Following the vote, the motion was approved by a majority of 276,704,086 votes in favour, against 15,698,299 votes against.
Agenda Item 11: Discussion and approval of the matter of granting permission to the members of the Board of Directors in accordance with Articles 395 and 396 of the Turkish Commercial Code.
The matter of granting permission to the members of the Board of Directors to carry out the business and transactions specified in Articles 395 and 396 of the Turkish Commercial Code was submitted to the General Assembly for approval.
As a result of the vote, it was approved unanimously with 292,402,385 votes in favour.
Agenda Item 12: Provision of information regarding transactions carried out in 2024 within the scope of Articles 1.3.6 and 1.3.7 of the Corporate Governance Communiqué.
Information was provided regarding transactions carried out during the 2024 fiscal year within the scope of Articles 1.3.6 and 1.3.7 of the CMB Corporate Governance Principles. As this agenda item was not subject to a vote, only information was provided.
Agenda Item 13: Informing investors about transactions with related parties and providing information on income and benefits obtained from collateral, pledges, mortgages and guarantees provided in favour of third parties.
During the 2024 fiscal year, in accordance with the regulations of the Capital Markets Board, the following transactions were conducted regarding transactions with related parties of the Company and guarantees, pledges, mortgages, and sureties provided in favour of third parties, as well as the income and benefits obtained therefrom: Information regarding the collateral, pledges, and mortgages provided by the Company is disclosed in Note 17 of the Financial Statements as of 31 December 2024. It has been communicated to the shareholders that, except for those provided in favour of the Company and its subsidiaries, there are no collateral, pledges, mortgages, or guarantees provided in favour of third parties without a commercial reason.
Since this agenda item was not subject to a vote, only information was provided.
Agenda Item 14: Providing shareholders with information regarding the Company's projections related to the transition to a low-carbon economy.
Shareholders were provided with information regarding the Company's projections related to the transition to a low-carbon economy.
Agenda Item 15: Wishes and recommendations.
The meeting moved on to the wishes and recommendations item. It was noted that there were no objections to the decisions taken. As no one else wished to speak, the Chairman of the Meeting closed the meeting with the wish that it would be beneficial for the Company.
These minutes were drawn up and signed at the meeting venue. 2 JULY 2025, 11:02 a.m.
| Ministry Representative | Meeting Chairperson |
|---|---|
| Hülya İpek | Ömer Gündüz |
Minutes Secretary Ballot Counter Murat Kartal Ayşenur Kaleli
| OLD TEXT | NEW TEXT |
|---|---|
| CAPITAL Article 6: | CAPITAL Article 6: |
| The Company has adopted the registered capital | The Company has adopted the registered capital |
| system in accordance with the provisions of the | system in accordance with the provisions of the |
| Capital Markets Law No. 6362 and has transitioned to | Capital Markets Law No. 6362 and has transitioned to |
| the registered capital system with the approval of the Capital Markets Board dated 30/03/2023 and numbered 20/410. The company's registered capital ceiling is 750,000,000 TL (Seven Hundred Fifty Million Turkish Liras), divided into 750,000,000 shares, each with a nominal value of 1 (One) Turkish Lira. The registered capital ceiling permit issued by the |
the registered capital system with the approval of the Capital Markets Board dated 30/03/2023 and numbered 20/410. The company's registered capital ceiling is 9,000,000,000 TL (Nine Billion Turkish Lira), divided into 9,000,000,000 shares, each with a nominal value of 1 (One) Turkish Lira. The registered capital ceiling permit issued by the |
| Capital Markets Board is valid for the years [2023- 2027] (5 years). Even if the authorised registered capital ceiling is not reached by the end of 2027, it is mandatory to obtain authorisation from the CMB for the authorised ceiling or a new ceiling amount, and to obtain authorisation from the general assembly for a new period not exceeding 5 (five) years. If such authorisation is not obtained, a capital increase cannot be made by a decision of the board of directors. |
Capital Markets Board is valid for the years [2025- 2029] (5 years). Even if the authorised registered capital ceiling is not reached by the end of 2029, it is mandatory to obtain authorisation from the CMB for the authorised ceiling or a new ceiling amount, and to obtain authorisation from the general assembly for a new period not exceeding 5 (five) years. If such authorisation is not obtained, a capital increase cannot be made by a decision of the board of directors. |
| The company's issued capital amounts to 672,000,000 TL (six hundred and seventy-two million Turkish Liras) and has been fully paid up without any collusion. This capital is divided into 672, 000,000 shares, of which 120,000,000 (one hundred and twenty million) are registered (A) Group shares and 552,000,000 (five hundred and fifty-two million) are bearer (B) Group shares. (A) Group shares have the right to nominate candidates to the board of directors and voting rights at the general meeting. (B) Group shares have no privileges. The privileges held by privileged shares are specified in the relevant sections of the Articles of Association. |
The company's issued capital amounts to 672,000,000 TL (six hundred and seventy-two million Turkish Liras) and has been fully paid up without any collusion. This capital is divided into 672, 000,000 shares, of which 120,000,000 (one hundred and twenty million) are registered (A) Group shares and 552,000,000 (five hundred and fifty-two million) are bearer (B) Group shares. (A) Group shares have the right to nominate candidates to the board of directors and voting rights at the general meeting. (B) Group shares have no privileges. The privileges held by privileged shares are specified in the relevant sections of the Articles of Association. |
| The board of directors is authorised, in accordance with the provisions of the Capital Markets Law, to increase the issued capital by issuing new shares up to the registered capital ceiling when deemed necessary, and to make decisions regarding the restriction of the rights of preferred shareholders, the limitation of shareholders' rights to subscribe to new |
The board of directors is authorised, in accordance with the provisions of the Capital Markets Law, to increase the issued capital by issuing new shares up to the registered capital ceiling when deemed necessary, and to make decisions regarding the restriction of the rights of preferred shareholders, the limitation of shareholders' rights to subscribe to new |
shares, and the issuance of shares above or below their nominal value. The authority to restrict the right
shares, and the issuance of shares at a price above or below their nominal value. The authority to restrict the
| Directors, the ratio of (A) Group registered shares in the issued capital shall be maintained, and in capital the issued capital shall be maintained, and in capital increases, (A) Group shares shall be issued in increases, (A) Group shares shall be issued in exchange for (A) Group shares, and (B) Group shares exchange for (A) Group shares, and (B) Group shares shall be issued in exchange for (B) Group shares. In shall be issued in exchange for (B) Group shares. In capital increases, if the right of all existing capital increases, if the right of all existing shareholders to subscribe to new shares is restricted, shareholders to subscribe to new shares is restricted, all shares shall be issued as (B) Group shares. all shares shall be issued as (B) Group shares. If the right of all existing shareholders to subscribe to If the right of all existing shareholders to subscribe to new shares is restricted, all shares will be issued as new shares is restricted, all shares will be issued as (B) Group shares. (B) Group shares. In capital increases, shares issued without In capital increases, shares issued without consideration are distributed to existing shares as of consideration are distributed to existing shares as of the date of the increase. the date of the increase. Shares representing capital are recorded in Shares representing capital are recorded in accordance with the principles of registration. accordance with the principles of registration. |
right to subscribe for new shares may not be exercised in a manner that creates inequality among shareholders. New shares shall not be issued until the issued shares are fully sold and their prices are paid or the unsold shares are cancelled. The Company's capital may be increased or decreased as necessary in accordance with the provisions of the Turkish Commercial Code and the Capital Markets Legislation. In capital increases, unless otherwise decided by the Board of Directors, each group exercises its pre emption right within its own group. When new shares |
to subscribe for new shares may not be exercised in a manner that creates inequality among shareholders. New shares shall not be issued until the issued shares are fully sold and their prices are paid or the unsold shares are cancelled. The Company's capital may be increased or decreased as necessary in accordance with the provisions of the Turkish Commercial Code and the Capital Markets Legislation. In capital increases, unless otherwise decided by the Board of Directors, each group exercises its pre emption right within its own group. When new shares are issued, unless otherwise decided by the Board of |
|---|---|---|
| are issued, unless otherwise decided by the Board of | Directors, the ratio of (A) Group registered shares in | |
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