Pre-Annual General Meeting Information • Jul 7, 2025
Pre-Annual General Meeting Information
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The Ordinary General Assembly Meeting of our Company for the Year 2024, where the issues mentioned in the agenda listed below will be discussed and decided, will be held on Wednesday, July 02, 2025 at 10:30 at the address of Dumlupinar Boulevard, Kizilirmak District, Block A Floor: 1 Çankaya / ANKARA.
Shareholders who wish to attend the General Assembly in person in a physical environment will be able to exercise their rights to their shares registered in the "Shareholders List" contained in the Central Registry Agency (CRA) system by submitting an ID. Our partners who cannot participate in the meeting personally must arrange their power of attorney in accordance with the example in Appendix. 1 published with the Agenda, or send an example of the power of attorney form from our Company headquarters or our Company www.pasifikeurasia.com.tr it is necessary to obtain them from the website at the address and submit their notarized power of attorney or the original of their power of attorney attached to the notarized signature circular of the Capital Markets Board Jul.II-30.1 published in the Official Gazette dated 24.12.2013 and numbered 28861 to our Company in accordance with the provisions of the Communiqué on Proxy Voting and Collection of Power of Attorney by Call.
Shareholders or their representatives who wish to attend the meeting electronically must fulfill their obligations in accordance with the provisions of the "Regulation on Electronic General Meetings to Be Held in Joint Stock Companies (EGKS)" published in the Official Gazette dated 28/08/2012 and Numbered 28395 and the "Communiqué on the Electronic General Assembly System to be Applied at General Meetings of Joint Stock Companies" Published in the Official Gazette dated 29/08/2012 and Numbered 28396.
Our Shareholders who will vote with the Electronic General Assembly System will be able to fulfill their obligations under the relevant legislation from the website of the Central Registration Organization (www.mkk.com.tr ) they can obtain information.
If our partners who do not want their identities and information about the shares in their accounts to be disclosed to our Company, and therefore these information cannot be seen by our Company, wish to attend the General Assembly Meeting, they must apply to the brokerage organizations where they have accounts and ensure that the restriction preventing the disclosure of information about their identities and shares in their accounts to our Company is lifted no later than 17:00 the day before the general assembly meeting.
Pursuant to paragraph 4 of Article 415 of the Turkish Commercial Code numbered 6102 and paragraph 1 of Article 30 of the Capital Markets Law, the right to participate in the general assembly and to vote is not subject to the condition of depositing the share certificates. Within this framework, there is no need for our shareholders to block their shares if they wish to participate in the General Assembly Meeting.
In accordance with the relevant article of the Capital Markets Law, shareholders who will deposit registered monitored shares are required to arrange "Representation Document for Deposited Shares" and "Instruction Notification Form", examples of which are included in the annex to the regulation, in accordance with the provisions of the "Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Representatives of the Ministry of Customs and Trade who will be Present at These Meetings Appendix.
Our company's Financial Statements for 2024, the Annual Report of the Board of Directors, Independent Audit Reports, the Profit Distribution Proposal of the Board of Directors and the Information Document of the General Assembly, at least three weeks before the date of the meeting, except for the announcement and meeting days, at the Company's headquarters, the company's www.pasifikeurasia.com.tr it will be available for shareholder reviews on the Company's website, Public Disclosure Platform and Electronic General Assembly system.
In the Ordinary General Assembly Meeting, the open voting method with the hand lifting procedure will be used, without prejudice to the provisions of voting by electronic method for voting on the agenda items.
In accordance with the Capital Markets Law, our partners will not be notified with a registered refund.
Best regards,
PASİFİK EURASİA LOJİSTİK DIŞ TİCARET A.Ş.
Board of Directors
Company Address: Kizilirmak Mah. Dumlupinar Boulevard (Eskişehir Road) No: 3 Next Level A Block 1. Floor No: 1 06530 Sogutozu Çankaya / ANKARA
Trade Registry and Number: Ankara/ 359742
Mersis No.: 0649051113500016
Of the notifications and explanations that must be made in accordance with the Corporate Governance Communiqué II-17.1 of the Capital Markets Board and the Appendix Corporate Governance Principles, those related to the agenda items are made in the relevant agenda item below, and other mandatory general explanations are presented to the information of our shareholders in this section.
The company's capital is TL 672,000,000 and is divided into 672,000,000 shares each worth TL 1 (One Turkish Lira). The entire company capital has been paid. The Registered Capital Ceiling is 750.000.000 TL. Among the shares constituting the capital of the company, there are group A shares with privileges. These shares have the privilege of selecting candidates for the board of directors only.
The information provided via the CONTAINER regarding the partnership structure of the Company as of Jul 10.06.2025 is shown below.
| Partner's Name-Surname/ Trade Name | Share of Capital(TL) |
Share of Capital(%) |
Percentage of Voting Rights(%) |
|---|---|---|---|
| PACIFIC HOLDING JOINT STOCK COMPANY | 120.000.000 | 17,86 | 52,08 |
| PARDUS PORTFOLIO MANAGEMENT A.Sh. THE FOURTH VENTURE CAPITAL INVESTMENT FUND |
120.000.000 | 17,86 | 10,42 |
| PACIFIC REAL ESTATE INVESTMENT CONSTRUCTION A.Sh. | 60.000.000 | 8,93 | 5,21 |
| MEHMET ERDOGAN | 52.328.002 | 7,79 | 4,54 |
| ABDULKERIM FIRAT | 52.188.001 | 7,77 | 4,53 |
| FATIH ERDOGAN | 52.187.997 | 7,77 | 4,53 |
| other | 215.296.000 | 32,02 | 18,69 |
| total | 672.000.000 | 100,00 | 100,00 |
▪ Up-to-date information can be accessed via the CONTAINER.
2) Information about Management and Activity Changes that will Significantly Affect the Company Activities of Our Company or our Subsidiaries
There are no management and activity changes that will significantly affect the company's activities that our company and its subsidiary realized or planned during the past accounting period.
3) Requests of Shareholders, the Capital Markets Board (CMB) or Other Public Institutions and Organizations Related to the Company regarding the Addition of an Item to the Agenda
there are no requests submitted to the Company from shareholders and/or the Capital Markets Board and other public institutions and organizations to be discussed at the Ordinary General Assembly meeting where the activities of the year 2024 will be discussed
6 Entitled "Capital" of our Articles of Association, which is included in Appendix. / 2 regarding these amendments, in order to raise the Registered Capital ceiling of our Company and extend the validity period of the registered capital ceiling by the Board of Directors, entitled "Capital ".providing an opinion in accordance with the amended text of the article, requesting the necessary permits, an application to the Capital Markets Board, and T.C. Based on the permits to be obtained after the application to the Ministry of Commerce, this is section 6 of the Company's Articles of Association entitled "Capital". the approval of the Company Management to discuss, approve, amend, accept or reject the text of the amendment of the Article as proposed by the Board of Directors and authorize the Company's Management to conduct all other transactions related to the amendment of the Articles of Association will be submitted for approval by shareholders at the general assembly, the relevant text of the amendment of the Articles of Association is in Appendix /2 and below.
| CAPITAL Article 6: CAPITAL Article 6: The Company has accepted the registered capital system The Company has accepted the registered capital system in accordance with the provisions of the Capital Markets in accordance with the provisions of the Capital Markets Law No. 6362 and has switched to the registered capital Law No. 6362 and has switched to the registered capital system with the permission of the Capital Markets Board system with the permission of the Capital Markets Board dated 30/03/2023 and numbered 20/410. dated 30/03/2023 and numbered 20/410. The registered capital ceiling of the Company is The registered capital ceiling of the Company is 750.000.000 TL (Seven Million Turkish Liras) and each 9.000.000.000 TL (Nine Billion Turkish Liras) and each of them is divided into 750.000.000 shares with a nominal of them is divided into 9.000.000.000 shares with a value of 1 (One) Turkish Liras. nominal value of 1 (One) Turkish Liras. The registered capital ceiling permit issued by the Capital The registered capital ceiling permit issued by the Capital Markets Board is valid for [2023-2027] years (5 years). Markets Board is valid for [2025-2029] years (5 years). even if the authorized registered capital ceiling has not even if the authorized registered capital ceiling has not been reached by the end of 2027, it is mandatory to obtain been reached by the end of 2029, it is mandatory to obtain authorization from the general assembly for a new period authorization from the general assembly for a new period not exceeding 5 (five) years by obtaining permission from not exceeding 5 (five) years by obtaining permission from the CMB for the authorized ceiling or a new ceiling the CMB for the authorized ceiling or a new ceiling amount. In case such authority is not obtained, capital amount. In case such authority is not obtained, capital increase cannot be made by the decision of the board of increase cannot be made by the decision of the board of directors. directors. The issued capital of the company is worth 672,000,000 The issued capital of the company is worth 672,000,000 TL (Six Hundred and Two Million Turkish Liras) and all TL (Six Hundred and Twenty-Two Million Turkish Liras) of it has been paid in full in a non-negotiable manner. This and all of it has been paid in full in a non-negotiable capital is divided into 672.000.000 shares with a nominal manner. This capital is divided into 672.000.000 shares value of TL 1.00 (one Turkish lira) each, of which with a nominal value of TL 1.00 (one Turkish lira) each, 120.000.000 (one hundred million) are registered (A) of which 120.000.000 (one hundred million) are Group shares and 552.000.000 (five hundred million) are registered (A) Group shares and 552.000.000 (five bearer (B) Group shares. (A) Group shares have the hundred million) are bearer (B) Group shares. (A) Group privilege of nominating candidates to the board of shares have the privilege of nomination to the board of directors and voting at the general assembly. (B) Group directors and voting at the general assembly. (B) Group shares do not have any privileges. The privileges of the shares do not have any privileges. The privileges of the privileged shares are specified in the relevant parts of the privileged shares are specified in the relevant parts of the Articles of Association. Articles of Association. The board of Directors is authorized to increase the issued The board of Directors is authorized to increase the issued capital by issuing new shares up to the registered capital capital by issuing new shares up to the registered capital ceiling, restrict the rights of privileged shareholders and ceiling, restrict the rights of privileged shareholders and limit the shareholders' right to buy new shares, as well as limit the shareholders' right to buy new shares, as well as make decisions on issuing shares above or below their make decisions on issuing shares above or below their nominal value, when deemed necessary, in accordance nominal value, when deemed necessary, in accordance with the provisions of the Capital Markets Law. The with the provisions of the Capital Markets Law. The authority to restrict the right to buy new shares cannot be authority to restrict the right to buy new shares cannot be used in a way that leads to inequality between used in a way that leads to inequality between shareholders. Dec. shareholders. Dec. New shares will not be issued unless the issued shares are New shares will not be issued unless the issued shares are completely sold and their prices are paid, or the unsellable completely sold and their prices are paid, or the unsellable shares are canceled. shares are canceled. The Company's capital may be increased or decreased in The Company's capital may be increased or decreased in accordance with the provisions of the TCC and Capital accordance with the provisions of the TCC and Capital Market Legislation if necessary. Market Legislation if necessary. In capital increases, unless otherwise decided by the Unless otherwise decided by the Board of Directors in Board of Directors, each group uses a priority right from capital increases, each group uses priority rights from its |
THE OLD TEXT | NEW TEXT |
|---|---|---|
| its own group. When issuing a new share, unless | own group. When issuing a new share, unless otherwise | ||
|---|---|---|---|
| otherwise decided by the board of directors, the ratio of | decided by the board of directors, the ratio of (A) Group | ||
| (A) Group registered shares in the issued capital is | registered shares in the issued capital is maintained, and | ||
| maintained, and in the capital increases to be made, (A) | in the capital increases to be made, (A) Group shares are | ||
| Group shares are issued in exchange for (A) Group | issued in exchange for (A) Group shares, (B) Group | ||
| shares, (B) Group shares in exchange for (B) Group | shares in exchange for (B) Group shares. In the capital | ||
| shares. In the capital increases to be made, the current | increases to be made, the current share | ||
| share | The owners. in case the rights of all of them to purchase | ||
| The owners. in case the rights of all of them to purchase | new shares are restricted, all of the shares will be issued | ||
| new shares are restricted, all of the shares will be issued | as Group (B). | ||
| as Group (B). | In capital increases, the free shares are distributed to the | ||
| In capital increases, the free shares are distributed to the | existing shares on the date of the increase. | ||
| existing shares on the date of the increase. | Shares representing the capital are monitored on record | ||
| Shares representing the capital are monitored on record | within the framework of dematerialization principles. | ||
| within the framework of dematerialization principles. |
"Turkish Commercial Code No. 6102" (TCC) and "Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade who will be Present at These Meetings" ("Regulation" or "General Assembly Regulation") and Internal Directive 7 of the General Assembly. Within the framework of the provisions of the Article, the election of the Chairman of the Meeting who will preside over the General Assembly Meeting is held. A vote collection officer and a minutes clerk are appointed by the Chairman of the Meeting in accordance with the Internal Directive of the General Assembly. The Presidential Board of the General Assembly will be authorized by Hazirun to sign the minutes of the General Assembly meeting.
Within the framework of the regulations related to the TCC, the relevant Regulation and the Capital Markets Law, at the Company headquarters for three weeks prior to the General Assembly meeting, in the Electronic General Assembly system of the CRA and in the Electronic General Assembly system of our company www.pasifikeurasia.com.tr the summary of the Annual Report of the Board of Directors for the Year 2024 and the Independent Audit Report prepared in accordance with the regulations of the TCC and the CMB will be read and submitted to the opinion and information of our shareholders on the corporate website at the address.
Within the framework of the regulations related to the TCC, the Regulation and the Capital Markets Law, at least three weeks before the General Assembly meeting at the headquarters of our Company, in the Electronic General Assembly System of the CRA and in the Electronic General Assembly System of our Company www.pasifikeurasia.com.tr after reading the Financial Statements for the year 2024, which are submitted for the examination of our shareholders on the corporate website at the address, they will be submitted for the opinion and approval of the General Assembly.
Within the framework of the provisions of the TCC and the relevant Regulations, the issue of releasing our Board of Directors members separately for their activities, transactions and accounts for the year 2024 will be submitted for approval by the General Assembly.
Taking into account the principles related to the election of members of the Board of Directors contained in our articles of association in accordance with the CMB regulations, the TCC and the Regulation, changes will be made to the existing board of directors, whose terms of office continue, and the election of new members designated to serve until the end of the current board members' terms of office. In this context, the candidate who was determined as an Independent member of the Board of Directors by the decision taken by our Board of Directors on the recommendation of our Nomination and Remuneration Committee, which evaluated the candidate who applied to him, Mr.Ercan Demirci, II-17.1 of the Corporate Governance Principles contained in the annex to the Communiqué on Corporate Governance (Communiqué) numbered Appendixober 4.3.7. in accordance with the article, it was submitted to the opinion of the Capital Markets Board (Board) and we were informed that it was decided not to express any negative opinions about the independent member candidate of the board of directors in question at the Board's meeting dated 21/05/2025 and numbered 32/915. The CV and declaration of independence of the independent board member candidate are presented in Appendix/4
The monthly attendance rights of the members of the Board of Directors will be determined and decided by the General Assembly.
According to the financial statements prepared in accordance with TFRS, the company has a net profit of TL 206,282,052 for the period belonging to the parent company and TL 50,243,784.55 for the current year according to the VUK records, considering that the company has a net profit for the parent company of TL 50,243,784.55; 519 Of the Turkish Commercial Code. in accordance with the article VUK, TL 2,512,189.23, which should be separated from the profit of the current year at a rate of 5%, should be allocated to the general legal reserve fund, the remaining legal reserve after the separation of the legal reserve fund,
According to the financial statements prepared in accordance with TFRS, profit of TL 203,770,052.77, profit of TL 47,731,595.32 according to VUK records, profit should be allocated to extraordinary reserves, accounting for TL 47,731,595.32 allocated to extraordinary reserves according to VUK records as profits of previous years in order to strengthen the company's financial structure, taking into account the current financial situation, and the table in Appendix/3 related to this proposal is General It will be submitted for the opinion and approval of the Board.
In accordance with the decision of the Board of Directors of our Company, the increase of the registered capital ceiling of our Company and the extension of the validity period of the registered capital ceiling of our Articles of Association, contained in Appendix /2, entitled "Capital" 6.in the direction of giving an appropriate opinion to the amended text of the article T.C. Capital Markets Board and T.C. The necessary approvals have been obtained from the relevant institutions in accordance with the requests made to the Ministry of Commerce, and the proposal for the amendment of the articles of association in question will be submitted for approval by the General Assembly.
In accordance with the regulations of the Turkish Commercial Code, the Capital Markets Board and the Public Oversight, Accounting and Audit Standards Authority, our Board of Directors, taking the opinion of the Audit Committee, authorized our Company to perform independent audit activities in the field of sustainability by the Public Oversight, Accounting and Audit Standards Authority ("KGK") in accordance with the Turkish Sustainability Reporting Standards published by KGK, provided that disclosures to be prepared in accordance with the mandatory sustainability assurance audit, but not limited to, Experience Independent Audit and Consulting to carry out other activities within the scope of relevant regulations, including, but not limited to, mandatory sustainability assurance audit of financial reports for the Accounting and Auditing period of 2025 by the Public Oversight, Accounting and Audit Standards Authority ("KGK") A .Sh.it has been decided to elect and this election will be submitted to the approval of the General Assembly.
Our company has made donations and assistance in the amount of 6.325.167 TL in 2024. the donation and aid limit for 2025 will be determined by negotiation.
It is only possible for Members of the Board of Directors to make transactions within the framework of the first paragraph of Article 395 of the TCC entitled "Prohibition of Transactions with the Company, Borrowing from the Company" and Articles 396 entitled "Prohibition of Competition" with the approval of the General Assembly. The granting of permission in accordance with this issue will be submitted for the approval of the General Assembly.
Corporate Governance Communiqué "1.3.6. Making an important transaction that may cause conflict of interest with the partnership or subsidiaries of shareholders who have management control, members of the board of directors, managers who have administrative responsibility, and their spouses and up to the second degree blood and medical relatives and/or if the partnership or its subsidiaries make a transaction of the commercial business type entering into the business subject matter on their own or someone else's account, or enter into another partnership engaged in the same type of commercial business as an unlimited liability partner; these transactions are included in the agenda of the general assembly as a separate agenda item to provide detailed information on the subject at the general assembly and are recorded in the minutes of the general assembly."
1.3.7. (1.3.6.) persons who have the opportunity to access the partnership information in a privileged manner, other than those specified in the numbered principle, inform the board of directors to be added to the agenda in order to ensure that information is provided at the general assembly about the transactions they make within the scope of the partnership's field of activity on their behalf.
If there is a transaction that takes place within the scope of the Article within the period of activity, information is provided to the General Assembly about the transactions made.
in 2024, shareholders will be informed about related party transactions and information will be shared about the current situation within the scope of guarantees given in favor of third parties for the purpose of conducting the company's activities.
An interview will be held on the opinions and wishes, if any, of the shareholders of our company.
APPENDICES:
Appendix/1: Proxy Form
Appendix/2: Text of the Amendment to the Articles of Association
Appendix/3: Dividend Distribution Table Related to the Board of Directors' Dividend Distribution Proposal for 2024 Appendix/4: CV and declaration of independence of the independent board member candidate
Pacific Eurasia Logistics Foreign Trade A.Sh.at the Ordinary General Assembly Meeting for 2024 to be held on Wednesday, July 02, 2025, at 10:30 Dumlupinar Boulevard, Kizilirmak District, Next Level A Block Floor: 1 No:1 Çankaya / ANKARA, in accordance with the opinions I have stated below, in order to be authorized to represent, vote, make proposals and sign the necessary documents, which are presented in detail below .................................... I'm appointing a deputy.
Name Surname / Trade Name:......................................................................................... T.C. ID No/Tax No, Trade Registry and Number and MERSIS number:............................... (*)For foreign national surrogates, it is mandatory to submit the specified information, if any, to their counterparts.
For sections 1 and 2 given below, the scope of the representation authority should be determined by selecting one of the (a), (b) or (c) styles.
a) The proxy is authorized to vote in accordance with his/her opinion.
b) The proxy is authorized to vote in accordance with the proposals of the partnership management.
c) The proxy is authorized to vote in accordance with the instructions specified in the table below.
In the event that the (c) option is selected by the shareholder, instructions specific to the agenda item are given by marking one of the options given against the relevant general assembly agenda item (acceptance or rejection) and specifying the opposition comment requested to be written in the minutes of the general assembly, if any, if the rejection option is selected.
| AGENDA ITEMS | Accept | Reject | Dissenting Opinion |
|
|---|---|---|---|---|
| 1 | Establishment and authorization of the opening and meeting presidency. |
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| 2 | Reading and negotiating the Annual Report of the Board of Directors for 2024 and the summary of the Report of the Independent Audit Organization. |
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| 3 | Reading, negotiating and submitting the Financial Statements for the accounting period of 2024 for approval |
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| 4 | The release of the Members of the Board of Directors separately due to their activities for the year 2024, |
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| 5 | The number of members of the board of directors should remain the same and the current board of directors whose terms of office continue the election of new members determined to serve until the end of the term of office of the current members of the board of directors by making changes. |
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| 6 | Determination of the right to peace of mind to be granted to the members of the Board of Directors and making a decision, |
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| 7 | Discussion and resolution of the dividend distribution proposal prepared by the Board of Directors. |
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| 8 | Provided that the necessary approvals have been obtained from the Capital Markets Board and the Ministry of Commerce; submission of the Board of Directors' proposal on the amendment of Article 6 entitled "Capital" of the Company's Articles of Association for the purpose of increasing the registered capital ceiling and extending the validity period to the approval of the general assembly, |
| 9 | Submission of the selection of an independent audit firm made by | ||
|---|---|---|---|
| the Board of Directors in accordance with the regulations of the | |||
| Turkish Commercial Code, the Capital Markets Board and the | |||
| Public Oversight, Accounting and Auditing Standards Authority for | |||
| approval by the General Assembly. | |||
| 10 | Providing information about donations and grants made in 2024 and | ||
| determining the limit for 2025 | |||
| 11 | To the Members of the Board of Directors, 395 and 396 of the | ||
| Turkish Commercial Code. discussing and submitting for approval | |||
| the issue of granting permission within the scope of the articles, | |||
| 12 | Providing information about the transactions carried out in 2024 | ||
| within the scope of Articles 1.3.6 and 1.3.7 of the Corporate | |||
| Governance Communiqué | |||
| 13 | Informing investors about the Company's related party transactions | ||
| and providing information about the income and benefits obtained | |||
| through collateral pledge mortgages and sureties issued in favor of | |||
| third parties | |||
| Informing shareholders about the company's projection related to the | |||
| 14 | transition to a low-carbon economy | ||
| 15 | Wishes and wishes. |
(*) The issues on the agenda of the General Assembly are listed individually. If the minority has a separate draft decision, this is also indicated separately to ensure that it is voted by proxy.
a) The proxy is authorized to vote in accordance with his/her opinion.
b) The proxy is authorized to vote in accordance with the proposals of the partnership management.
c) The proxy is authorized to vote in accordance with the instructions specified in the table below.
If any, the special instructions to be given to the proxy by the shareholder are indicated here.
B) The shareholder specifies the shares that he/she wants the proxy to represent by selecting one of the following options.
**Information about the group, if any, will be included instead of the number for the shares monitored by registration.
Name Surname/Trade Name
(*):…………………………………………………………………………………………
TC Identity No/Tax No, Trade Registry and Number and MERSIS number:.............................................. Address:………………………………………………………………………………………………………
……………
(*)For foreign shareholders, it is mandatory to submit the equivalents, if any, of the mentioned information. Signature:
| THE OLD TEXT | NEW TEXT |
|---|---|
| CAPITAL Article 6: | CAPITAL Article 6: |
| The Company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law No. 6362 and has switched to the registered capital system with the permission of the Capital Markets Board dated 30/03/2023 and numbered 20/410. The registered capital ceiling of the Company is 750.000.000 TL (Seven Million Turkish Liras) and is divided into 750.000.000 shares with a nominal value of 1 (One) Turkish Liras each. The registered capital ceiling permit issued by the Capital Markets Board is valid for [2023-2027] years (5 years). even if the authorized registered capital ceiling has not been reached by the end of 2027, it is mandatory to obtain authorization from the general assembly for a new period not exceeding 5 (five) years by obtaining permission from the CMB for the authorized ceiling or a new ceiling amount. In case such authority is not obtained, capital increase cannot be made by the decision of the board of directors. |
The Company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law No. 6362 and has switched to the registered capital system with the permission of the Capital Markets Board dated 30/03/2023 and numbered 20/410. The registered capital ceiling of the Company is 9.000.000.000 TL (Nine Billion Turkish Liras) and each of them is divided into 9.000.000.000 shares with a nominal value of 1 (One) Turkish Liras. The registered capital ceiling permit issued by the Capital Markets Board is valid for [2025-2029] years (5 years). even if the authorized registered capital ceiling has not been reached by the end of 2029, it is mandatory to obtain authorization from the general assembly for a new period not exceeding 5 (five) years by obtaining permission from the CMB for the authorized ceiling or a new ceiling amount. In case such authority is not obtained, capital increase cannot be made by the decision of the board of directors. |
| The issued capital of the company is worth TL 672,000,000 (Six Hundred and Two Million Turkish Liras) and all of it has been paid in full in a non-negotiable manner. This capital is divided into 672.000.000 shares with a nominal value of TL 1.00 (one Turkish lira) each, of which 120.000.000 (one hundred million) are registered (A) Group shares and 552.000.000 (five hundred million) are bearer (B) Group shares. (A) Group shares have the privilege of nomination to the board of directors and voting at the general assembly. (B) Group shares do not have any privileges. The privileges of the privileged shares are specified in the relevant parts of the Articles of Association. |
The issued capital of the company is worth TL 672,000,000 (Six Hundred and Two Million Turkish Liras) and all of it has been paid in full in a non-negotiable manner. This capital is divided into 672.000.000 shares with a nominal value of TL 1.00 (one Turkish lira) each, of which 120.000.000 (one hundred million) are registered (A) Group shares and 552.000.000 (five hundred million) are bearer (B) Group shares. (A) Group shares have the privilege of nomination to the board of directors and voting at the general assembly. (B) Group shares do not have any privileges. The privileges of the privileged shares are specified in the relevant parts of the Articles of Association. |
| The board of Directors is authorized to increase the issued capital by issuing new shares up to the registered capital ceiling, restrict the rights of privileged shareholders and limit the shareholders' right to buy new shares, as well as make decisions on issuing shares above or below their nominal value, when deemed necessary, in accordance with the provisions of the Capital Markets Law. The authority to restrict the right to buy new shares cannot be used in a way that leads to inequality between shareholders. Dec. New shares will not be issued unless the issued shares are completely sold and their prices are paid, or the unsellable shares are canceled. The Company's capital may be increased or decreased in accordance with the provisions of the TCC and Capital Market Legislation if necessary. |
The board of Directors is authorized to increase the issued capital by issuing new shares up to the registered capital ceiling, restrict the rights of privileged shareholders and limit the shareholders' right to buy new shares, as well as make decisions on issuing shares above or below their nominal value, when deemed necessary, in accordance with the provisions of the Capital Markets Law. The authority to restrict the right to buy new shares cannot be used in a way that leads to inequality between shareholders. Dec. New shares will not be issued unless the issued shares are completely sold and their prices are paid, or the unsellable shares are canceled. The Company's capital may be increased or decreased in accordance with the provisions of the TCC and Capital Market Legislation if necessary. |
| Unless otherwise decided by the Board of Directors in | Unless otherwise decided by the Board of Directors in |
|---|---|
| capital increases, each group uses a priority right from its | capital increases, each group uses a priority right from its |
| own group. When issuing a new share, unless otherwise | own group. When issuing a new share, unless otherwise |
| decided by the board of directors, the ratio of (A) Group | decided by the board of directors, the ratio of (A) Group |
| registered shares in the issued capital is maintained, and | registered shares in the issued capital is maintained, and |
| in capital increases to be made, (A) Group shares are | in the capital increases to be made, (A) Group shares are |
| issued in exchange for (A) Group shares, (B) Group | issued in exchange for (A) Group shares, (B) Group |
| shares in exchange for (B) Group shares. In the capital | shares in exchange for (B) Group shares. In the capital |
| increases to be made, the current share | increases to be made, the current share |
| The owners. in case the rights of all of them to purchase | The owners. in case the rights of all of them to purchase |
| new shares are restricted, all of the shares will be issued | new shares are restricted, all of the shares will be issued |
| as Group (B). | as Group (B). |
| In capital increases, the free shares are distributed to the | In capital increases, the free shares are distributed to the |
| existing shares on the date of increase. | existing shares on the date of the increase. |
| Shares representing the capital are monitored on record | Shares representing the capital are monitored on record |
| within the framework of dematerialization principles. | within the framework of dematerialization principles. |
| 1. Paid-in/Issued Capital | 672.000.000,00 | ||
|---|---|---|---|
| 2. General Legal Reserve Fund (According to Legal Records) | 16.554.689,54 | ||
| If there is a concession in profit distribution in accordance with the articles of association, information about this concession |
THERE IS NO | ||
| According to the CMB | According to Legal Records (YK) | ||
| 3. Profit for the Period | 246.521.064,00 | 58.290.535,91 | |
| 4. Taxes (-) | 41.279.891,00 | 8.046.751,36 | |
| 5. Net Profit for the Period * (=) | 206.282.242,00 | 50.243.784,55 | |
| 6. Losses from Previous Years (-) | 0,00 | 0,00 | |
| 7. General Legal Reserve Fund ** (-) | 2.512.189,23 | 2.512.189,23 | |
| 8. NET DISTRIBUTABLE PROFIT FOR THE PERIOD (=) |
203.770.052,77 | 47.731.595,32 | |
| 9. Donations Made During the Year (+) | 6.325.167,00 | ||
| 10. Net Distributable Profit for the Period with Added Donations |
210.095.219,77 | ||
| 11. First Dividend to Shareholders | 0,00 | ||
| Cash | 0,00 | ||
| Free | 0,00 | ||
| Total | 0,00 | ||
| 12. Dividend Distributed to Privileged Shareholders | 0,00 | ||
| 13. Other Dividends Distributed to -Members of the Board of Directors, -Employees -Persons Other than the Shareholder |
0,00 | ||
| 14. Dividend Distributed to the Holders of Usufruct Shares |
0,00 | ||
| 15. Second Dividend to Shareholders | 0,00 | ||
| 16. General Legal Reserve Fund | 0,00 | ||
| 17. Status Reserves | 0,00 | 0,00 | |
| 18. Special Reserves | 0,00 | 0,00 | |
| 19. OUTSTANDING REPLACEMENT | 203.770.052,77 | 47.731.595,32 | |
| 20.Other Resources That are Expected to Be Distributed |
0,00 | 0,00 | |
| TABLE OF DIVIDEND RATIOS | |
|---|---|
| -------------------------- | -- |
| TOTAL DISTRIBUTED DIVIDENDS | TOTAL DISTRIBUTED DIVIDENDS / NET DISTRIBUTABLE PROFIT FOR THE PERIOD |
DIVIDEND THAT HITS 1 TL PAR VALUE SHARE |
|||
|---|---|---|---|---|---|
| GROUP | CASH (TL) | FREE OF CHARGE (TL) | THE RATIO % | AMOUNT (TL) |
PERCENTAGE(%) |
| A | - | - | - | - | - |
| B | - | - | - | - | - |
| total | - | - | - | - | - |
* The net profit of the partnership for the period is 205.241.173.-It is TL and this amount is (1.041.069).-TL 206.282.242 for hitting shares that do not have controlling power.- The net profit of the parent company in the amount of TL for the period is taken as basis.
** Article 519 of the TCC – (1) Five percent of the annual profit is allocated to the general legal reserve until it reaches twenty percent of the paid-in capital.
He was born in Antalya in 1976. He graduated from Antalya High School in 1994. He completed his undergraduate education at Ankara University DTCF - History and his master's degree at Konya Selçuk - Department of Sociology.
Between 2000 and 2008, he worked as general manager in a company operating in different sectors.
Between 2000 and 2010, he made history and politics themed programs on multiple Radio and Television Institutions. Between 2011 and 2013, he served as Minister Advisor to the Ministry of Youth and Sports, General Coordinator of KYK Education Programs, and Coordinator of the Youth Council of Türkiye.
Between 2013 and 2018, he served as Minister Advisor and Deputy Undersecretary at the Ministry of National Education. At the same time, he served as the President of the Vocational Education Board of Türkiye. He represented the Ministry of Education at the Vocational Qualifications Authority.
He served as the general coordinator of European Union projects within the scope of Refugee Financial Assistance (FRIT). He served as a Member of the Turkish National Commission for UNESCO and currently carries out international projects on a freelance basis.
I hereby declare that I am a candidate to serve as an 'independent member' on the Board of Directors of Pasifik Eurasia Lojistik Dış Ticaret A.Ş. ('Company') in accordance with the criteria set forth in the legislation, articles of association, and the Corporate Governance Communiqué of the Capital Markets Board, and in this context;
a) There is no employment relationship between myself, my spouse, and my relatives up to the second degree of consanguinity or affinity, and the Company, the Company's subsidiaries or affiliates in which the Company holds a controlling interest or significant influence, or the partners who hold a controlling interest in the Company or have significant influence over the Company, or the legal entities under the control of such partners; b)
b) Within the last five years, in companies from which the Company has purchased or sold significant amounts of services or products under agreements, particularly in relation to the Company's audit (including tax audit, legal audit, and internal audit), rating, and consultancy, I have not been a partner (5% or more) during the periods in which services or products were purchased or sold, I have not held a managerial position with significant responsibilities or served as a member of the board of directors,
c) I possess the necessary professional education, knowledge, and experience to adequately perform the duties I will undertake as an independent board member,
ç) I will not work full-time in public institutions and organisations after being elected as a member, except for university teaching positions, in accordance with the legislation,
d) I am considered resident in Turkey according to the Income Tax Law No. 193 dated 31/12/1960,
e) I possess strong ethical standards, professional reputation, and experience that enable me to make positive contributions to the Company's activities, maintain impartiality in conflicts of interest between the Company and its shareholders, and make decisions freely while considering the rights of stakeholders,
f) I can allocate sufficient time to Company affairs to monitor the operations of the Company and fully fulfil the requirements of the duties I undertake,
g) I have not served as a member of the Company's board of directors for more than six years in the last ten years,
ğ) I am not serving as an independent board member in more than three companies controlled by the Company or its controlling shareholders, and in total, in more than five companies listed on the Istanbul Stock Exchange,
h) I have not been registered or announced on behalf of the legal entity elected as a board member, I hereby declare.
Date : Name Surname: Ercan DEMİRCİ
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