Pre-Annual General Meeting Information • Aug 6, 2025
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
Our Company's Ordinary General Assembly Meeting will be held on Wednesday, 23/07/2025, at 14:00, at the company headquarters located at İnkilap Mah. Dr. Adnan Büyükdeniz Cad. No: 13, Block B, Floor: 2, Inner Door No: 6, 34768, Ümraniye/Istanbul, to review the activities of the fiscal year 2024 and discuss and decide on the agenda outlined below.
Pursuant to the Turkish Commercial Code No. 6102, Article 415 Paragraph 4, the Capital Markets Law, Article 30, Paragraph 1, the right to attend the general assembly and to vote is not subject to the storage of share certificates. In this regard, if our shareholders want to attend the General Assembly Meeting, they do not need to block their shares. Shareholders who wish to attend the General Assembly Meeting shall follow the procedures announced by the Central Registry Agency (CRA).
Since all the shares of our company are monitored by CRA, the list of those who can attend the general assembly meeting shall be prepared by the board of directors based on the shareholder chart provided by CRA. The aforementioned list shall be used to check whether the persons who physically come to the meeting room to attend the Ordinary General Assembly Meeting are shareholders or representatives. Our shareholders, who have the right to attend the general assembly meeting, may attend the general assembly to be held at the above-mentioned address in person or by their representatives, or, if they wish, in person or by their representatives electronically, using their secure electronic signatures via e-GKS provided by CRA. Our shareholders or their representatives who want to attend the meeting electronically shall have an Electronic Signature Certificate.
Shareholders may authorize their representatives by using the e-GKS system. Alternatively, by fulfilling the requirements set forth in the Communiqué No. II-30.1 on "Voting by Proxy and Proxy Solicitation" published in the Official Gazette dated 24.12.2013 and numbered 28861, they must submit to our Company the proxy form signed together with a notarized statement of signature. A sample proxy form can be obtained from our Company's headquarters or from our corporate website at https://kimpur.com/tr/. Shareholders may also have themselves represented at the meeting by completing the proxy form and attaching a notarized statement of signature or a notarized signature circular bearing their own signatures. Proxy forms that do not comply with the mandatory sample proxy form set out in Annex-1 of the Communiqué No. II-30.1 of the CMB will not be accepted due to our legal obligations.
General Assembly Meeting in person:
Our shareholders, who will attend the general assembly electronically via E-GKS, can obtain information on the procedures and principles regarding participation, appointment of representatives, making suggestions, expressing opinions and voting on the website of CRA (www.mkk.com.tr.). Shareholders or their representatives who wish to attend the meeting electronically are required to fulfill their obligations in accordance with "Regulation on General Assemblies to be Held Electronically in Joint Stock Companies" published in the Official Gazette No 28395, dated August 28, 2012, and "Communiqué on the Electronic General Assembly System to be Implemented in the General Assembly of Joint Stock Companies" published in the Official Gazette No 28396, dated August 29, 2012.
Financial Statements for the 2024 operating year, Independent Audit Report, Board of Directors Activity Report, Profit Distribution Table, Articles of Association Amendment Text and the Information Document containing the following agenda items and the necessary explanations for compliance with the Capital Markets Board regulations and Corporate Governance Principles, excluding meeting and announcement days at least three weeks before the meeting date, within the legal period, at the Company Headquarters, on our Company's corporate website at https://kimpur.com/tr/, on the Public Disclosure Platform and the Central Registry Agency. It will be made available for review by our shareholders in the Electronic General Assembly System page of the website.
Regarding the use of voting rights in our company's Articles of Association, Group A shareholders or their proxies present at ordinary and extraordinary general assembly meetings have 5 (five) voting rights for each share. Group B shareholders or their proxies have 1 (One) vote for each share.
The shareholding structure and voting rights of our company as of the date of announcement of this Disclosure Document are presented for your information in the table below.
| Partner's Name-Surname/Trade Title |
Share in the Capital (TL) |
Share in the Capital (%) |
Voting Rate (%) |
|---|---|---|---|
| Yuda Leon Mizrahi | 163.314.883 | 33,59 | 53,32 |
| Etel Sason | 49.423.780 | 10,17 | 4,87 |
| Beti Mizrahi Sunderland | 38.182.760 | 7,85 | 3,76 |
| Isak Izi Mizrahi | 38.182.760 | 7,85 | 12,52 |
| Salvo Ozsarfati | 35.420.000 | 7,29 | 3,49 |
| Innovis Ticaret ve Danışmanlık A.Ş | 28.535.864 | 5,87 | 8,90 |
| Other | 133.139.953 | 27,38 | 13,14 |
| Total | 486.200.000 | 100,00 | 100,00 |
In 2024, there were no management and operational changes that would significantly affect the activities of our Company and/or its subsidiaries that took place in the previous accounting period or planned for the future accounting periods.
The agenda of the ordinary general assembly meeting for 2024, which will be held on 23/07/2025, was prepared, and the shareholders did not submit any subject in writing to the "Company's Investor Relations Unit". In addition, there was no request conveyed to the Company by the CMB and/or other public institutions and organizations to include any item on the agenda.
A Meeting Chairman is elected. The chairman shall chair the General Assembly meeting in accordance with "Turkish Commercial Code No. 6102", "Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to Attend These Meetings" ("Regulation" or "General Assembly Regulation") and the General Assembly Internal Directive, Article 7. At least one Minutes Clerk is appointed by the Meeting Chairman in accordance with the Internal Directive of the General Assembly. The Chairman may also elect a sufficient number of vote collectors.
In order to ensure ease of operation and speed in implementation, the issues regarding the signature of the minutes of the General Assembly meeting on behalf of the shareholders by the Meeting Chairmanship shall be submitted for the approval of our shareholders.
Pursuant to Turkish Commercial Code, Regulation, Capital Market Law and other regulations, information shall be given at the General Assembly about the Board of Directors Activity Report for the accounting period of 01.01.2024 and 31.12.2024, which is submitted for the examination of our shareholders in the website: https://kimpur.com/tr/ , the Public Disclosure Platform and the electronic general assembly system of the Central Registry Agency, for three weeks before the General Assembly meeting, excluding the days of meeting and announcement, at the registered office. The reports shall be submitted for their approval.
Pursuant to TCC, Regulation, Capital Market Law and other regulations, information shall be given at the General Assembly about the opinion of the Independent Audit Firm prepared in accordance with the regulations of the TCC and the Capital Markets Board, which is submitted for the examination of our shareholders in the website: https://kimpur.com/tr/ , the Public Disclosure Platform and the electronic general assembly system of the Central Registry Agency, for three weeks before the General Assembly meeting, excluding the days of meeting and announcement, at the registered office.
Pursuant to TCC, Regulation, Capital Market Law and other regulations, information shall be given at the General Assembly about the Financial Statements for 2024 prepared in accordance with the regulations of the Turkish Commercial Code and the Capital Markets Board, which is submitted for the examination of our shareholders in the website: https://kimpur.com/tr/ , the Public Disclosure Platform and the electronic general assembly system of the Central Registry Agency, for three weeks before the General Assembly meeting, excluding the days of meeting and announcement, at the registered office.
The release of our members of the Board of Directors separately for their activities, transactions and accounts in 2024 shall be submitted to the approval of our shareholders at the General Assembly in accordance with the provisions of the TCC and the Regulation.
Pursuant to the provisions of the Turkish Commercial Code (TCC) and the Capital Markets Board's Communiqué Serial: II-14.1 on "Principles of Financial Reporting in Capital Markets", our consolidated financial statements, prepared in accordance with Turkish Financial Reporting Standards (TFRS) issued by the Public Oversight Accounting and Auditing Standards Authority (POA) and the mandatory formats determined by the Capital Markets Board (CMB), as well as our financial statements prepared in accordance with the provisions of the Tax Procedure Law (TPL), indicate a net period loss.
Due to the absence of snowfall in 2024, the matter of not distributing snow will be submitted for the review, discussion, and approval of our shareholders during our company's ordinary general assembly meeting, where the 2024 activities will be examined and the written agenda will be deliberated and resolved.
Dividend distribution table (ANNEX-2) prepared by our Board of Directors in accordance with the CMB legislation and the Articles of Association shall be submitted for the opinions and approval of our shareholders at the General Assembly.
Following the resignation of Mr. Ömer Bakır from his position as an Independent Board Member, and pursuant to Article 363 of the Turkish Commercial Code and within the scope of the Capital Markets Board's Communiqué on Corporate Governance No. II-17.1 and the Corporate Governance Principles, Ms. Taç Kılavuz has been nominated as a candidate for Independent Board Membership to serve for the remaining term. This nomination, based on the recommendation of our Corporate Governance Committee and by resolution of the Board of Directors, has been submitted to the Capital Markets Board for its opinion.
The Capital Markets Board (CMB) has not expressed any negative opinion regarding the aforementioned independent board member candidate, taking into consideration the independence declaration and resume of Ms. Taç Kılavuz, confirming that they meet the requirements specified in Article 4.3.6 of the Corporate Governance Principles.
In this context, Ms. Taç Kılavuz will be submitted to the approval of the general assembly as an independent board member candidate. The independence declaration of the independent board member candidate is presented in Annex 3.
Our shareholders shall be informed about the payments made to the members of the Board of Directors and senior executives at the ordinary general assembly meeting to be held on 23/07/2025. In addition, a decision shall be taken regarding the attendance fees to be given to the members of the Board of Directors in 2025.
Within the framework of the Turkish Commercial Code, regulations, the Capital Markets Law, and relevant legislation, the amendment of Article 6 titled 'Capital', as attached in Annex 4, for the increase of the registered capital ceiling and the extension of its duration, will be submitted to the shareholders for their review and approval.
Pursuant to the Capital Markets Board's Dividend Communiqué no II-19.1, Article 6, the limit of the donation to be made shall be determined by the general assembly in cases not specified in the Articles of Association, and the information on donations and payments made shall be provided to the shareholders at the ordinary general assembly.
The total donations and aids made in 2024 is 1,388,050 Turkish Liras.
The upper limit for donations and assistance is determined as 2,000,000 Turkish Liras for each calendar year in accordance with the company's articles of association. However, the Board of Directors proposes to maintain the upper limit for donations and assistance at 2,000,000 TL for the year 2025. Within this context, the upper limit for donations and assistance to be made in 2025 will be presented to the approval of our shareholders at the General Assembly.
In accordance with the regulations of the Turkish Commercial Code, the Capital Markets Board, and the Public Oversight, Accounting and Auditing Standards Authority (POA), it has been resolved by our Board of Directors on 30/04/2025, upon the opinion of the Audit Committee, to appoint DRT Independent Auditing and Certified Public Accounting Inc. for the audit of the Company's financial reports for the 2025 fiscal year and, including but not limited to, the performance of other relevant activities within the scope of applicable regulations such as the mandatory assurance audit of sustainability reports prepared in accordance with the Turkish Reporting Standards issued by the POA for the years 2024 and 2025. This appointment shall be submitted to the approval of our shareholders at the General Assembly.
Pursuant to the "Corporate Governance Communiqué" No II-17.1, Article 12 of the Capital Markets Board, the Company is required to include the income or benefits obtained by guarantees, pledges, mortgages and sureties given in favor of third parties as a separate item in the agenda of the ordinary general assembly meeting. There are no guarantees, pledges and mortgages given in favor of third parties by our company in 2024.
The members of the Board of Directors can only make transaction with the approval of the General Assembly in accordance with first paragraph of Article 395 of the TCC titled "Prohibition of Transactions with the Company, Borrowing to the Company" and Articles 396 titled "Prohibition of Competition".
Pursuant to the Corporate Governance Principle No 1.3.6, CMB, in the event that the shareholders holding the management control, the members of the board of directors, the managers with administrative responsibility, and their spouses and relatives by blood and marriage up to the second degree make a significant transaction that may cause a conflict of interest with the partnership or subsidiary and/or that the partnership or its subsidiaries carry out a commercial business type transaction on their own or someone else's account, or enter into another partnership agreement with the same type of commercial business as an unlimited partner, the said transactions shall be included in the agenda of the general assembly as a separate agenda item and recorded in the minutes of the general assembly in order to give detailed information on the subject at the general assembly.
In order to fulfill the requirements of these regulations, detailed information regarding the matter will be submitted for the approval of our shareholders at the General Assembly.
In addition, shareholders shall be informed about whether there are any transactions carried out within this scope in 2024, and if so, about the transactions and their amounts, in accordance with the Capital Markets Board's Corporate Governance Communiqué
Information has been given about transactions with Related Parties in the footnotes of the Independent Audit Report 2024, and our shareholders shall be informed at the ordinary general assembly meeting to be held on 23/07/2025.
ANNEXES ANNEX 1: Power of attorney ANNEX 2: Profit Distribution Table for 2024 ANNEX 3: Declaration of Independence ANNEX 4: Articles of Association Amendment Text
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.