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ANADOLU EFES BİRACILIK VE MALT SANAYİİ A.Ş.

AGM Information May 13, 2025

5888_rns_2025-05-13_388d8a4c-a124-4047-aa58-df3c99ba791f.pdf

AGM Information

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ANADOLU EFES BİRACILIK VE MALT SAN. A.Ş. GENERAL ASSEMBLY INFORMATION DOCUMENT

In its meeting dated 20.03.2025, our Board of Directors resolved unanimously by the attendees that based on the Company's 2024 calendar year operations, the Annual Ordinary General Assembly is to be held on 14.04.2025 Monday at 11:00 at the address "Fatih Sultan Mehmet Mahallesi Balkan Caddesi No:58 Buyaka E Blok Kat:1 34771 Ümraniye / İstanbul" with the agenda set forth below, the related announcement is to be made and all the necessary steps to be taken as required by the Turkish Commercial Code, the Articles of Association as well as other related regulations to conduct and finalize the meeting.

Balance Sheet, Income Statement, Integrated Annual Report including Corporate Governance Compliance Report, Dividend Distribution Proposal, as well as Independent External Auditors' report for the year 2024 along with a General Assembly Meeting Information Document will be available for the review of our shareholders at our Company offices and our website at www.anadoluefes.com 21 days prior to the meeting.

Our shareholders, who cannot physically attend the meeting, without prejudice to the obligations and rights of shareholders who will attend electronically, shall prepare their proxies in line with the template that is attached (APPENDIX-1) or published at our Company's website addressed www.anadoluefes.com or available in the Headquarters of our Company. Shareholders shall submit their proxies including their notarized signatures, in accordance with the "Communiqué Regarding Proxy Voting and Call Based Proxy Meetings" numbered II-30.1 that became effective by being published at the Official Gazette dated 24.12.2013 and numbered 28861. A proxy that has been appointed electronically through Electronic General Assembly System is not required to submit a proxy document. Attendance to the General Assembly Meeting will not be possible with proxy documents that are not consistent with the attached sample document which is required by the Communiqué.

Our shareholders who will be voting through the Electronic General Assembly System may refer to the Central Registry Istanbul, our corporate website www.anadoluefes.com or our head office for more information, in order for them to perform their obligations stipulated in the Regulation regarding Electronic General Assemblies of Joint Stock Companies.

In accordance with the Article 415 paragraph 4 of the Turkish Commercial Code Numbered 6102 and Article 30 paragraph 1 of the Capital Markets Law Numbered 6362, attendance to and voting at the General Assembly is not conditional upon the deposit of the shares. Therefore, if our shareholders would like to attend our General Assembly Meeting, there is no need to have their shares blocked.

ADDITIONAL EXPLANATIONS REGARDING GENERAL ASSEMBLY MEETING

The information given as per the Article 1.3.1 of the Corporate Governance Principles which are annexed to the Corporate Governance Communiqué numbered II.17.1 are as follows:

1. Shareholding Structure and Voting Rights

There are no privileged shares among the shares representing the paid-in capital of our company. The shareholders shall have one vote for each share they hold. The voting rights of the shareholders are provided in the table below:

Anadolu Efes Biracılık ve Malt Sanayii A.Ş. Shareholding Structure (as of 21.03.2025)

Amount (TL) Amount (%)
AG Anadolu Grubu Holding A.Ş. 254,891,157 43.05
AB InBev
Harmony Ltd.
142.105.263 24.00
Publicly Held 195,108,843 32.95
Total Issued Capital 592,105,263 100.00

2. Information on Requests by Shareholders, Capital Markets Board (CMB) or Other Public Authorities to Include Items on the Agenda:

While preparing the agenda of the 2024 Ordinary General Assembly Meeting which will be held on 14.04.2025, there has not been any written requests that the shareholders sent to the Investor Relations Unit in a written format to be included on the agenda. Likewise, shareholders, CMB or other government institutions, which are related to the company, have not sent any agenda item requests to be added to the agenda.

3. Information about the Management and Operational Changes that Affected Our Company's or Subsidiaries' Operations in the past Fiscal Period and the Changes that are Planned in the Following Fiscal Periods and the Reasons on the back of These Changes

Management and operational changes that occurred in 2024 and are planned to take place in 2025 are announced to public through special case announcements and are available on https://www.anadoluefes.com/en/tablo/534/investor-relations/announcements .

EXPLANATIONS REGARDING THE AGENDA OF THE ANNUAL ORDINARY GENERAL ASSEMBLY MEETING DATED 14.04.2025

1. Opening of the meeting and establishment of the Board of the Assembly

The Chairmanship Council that will chair the General Assembly Meeting will be established pursuant to the relevant regulations.

2. Reading out and discussion of the annual report of the Board of Directors for the year 2024

Pursuant to the relevant regulations, Annual Report of Board of Directors for the year ended 31.12.2024 will be read out and discussed in the General Assembly Meeting and submitted for the approval of our Shareholders.

The above mentioned report has been made available for the review of our Shareholders at the Company Head Office and our website at www.anadoluefes.com website.

3. Reading out the report of the Independent Audit Company for the fiscal year 2024

Pursuant to the relevant regulations, the report of the Independent Audit Company for the fiscal year 2024 will be read out in the General Assembly Meeting.

The report has been made available for review of our Shareholders at the Company Head Office and our website at www.anadoluefes.com website.

4. Reading out, discussion and approval of the Financial Statements for the fiscal year 2024 prepared in accordance with the regulations of CMB

Pursuant to the relevant regulations, 2024 Financial Statements will be read out, discussed in the General Assembly Meeting and submitted to approval of our Shareholders.

The documents have been made available for review of our Shareholders at the Company Head Office and our website at www.anadoluefes.com website.

5. Acquittal of the members of the Board of Directors separately regarding their actions in 2024

Pursuant to the relevant regulations, the acquittal of the members of the Board of Directors separately for their activities, procedures and accounts for the year 2024 will be submitted for the approval of the General Assembly.

6. Approval, revision or rejection of the proposal of the Board of Directors on distribution of profits

At its meeting held on March 5, 2025, our Board of Directors resolved to propose distributing a cash dividend of gross TL 1.2740 (net TL 1.0829) per each share with 1 TL nominal value amounting to a total of TL 754,342,105.062 realizing a 127.4% gross dividend to the shares representing the paid-in capital of TL 592,105,263, calculated for the period January-December 2024; which is to be paid starting from May 27, 2025.

DIVIDEND DISTRIBUTION TABLE (01.01.2024 - 31.12.2024-TL)

2. Total Legal Reserves (According to
568.411.316,14
Legal Records)
Based on CMB
Regulations
Based on Legal
Records
3. Current Period Profit 20.768.605.000 -5.878.376.973,89
4. Taxes Payable (-) 7.651.513.000
5. Net Current Period Profit 13.117.092.000 -5.878.376.973,89
6. Losses in Previous Years (-)
7. Primary Legal Reserve (-)
8. Net Distributable Current Period Profit 13.117.092.000
Dividend Advance Distributed (-)
Dividend Advance Less Net Distributable Current Period Profit
9. Donations Made During The Year ( + ) 129.125.000
10. Donation-Added Net Distributable Current Period Profit on which First Dividend Is
Calculated
11. First Dividend to Shareholders
* Cash
* Stock
12. Dividend Distributed to Owners of Privileged Shares
13. Other Dividend Distributed
* To the Employees
* To the Members of the Board of Directors
* To Non-Shareholders
14. Dividend to Owners of Redeemed Shares
15. Second Dividend to Shareholders
16. Secondary Legal Reserves 72.473.684,19 72.473.684,19
17. Statutory Reserves
18. Special Reserves
19. Extraordinary Reserves
20. Other Distributable Resources 754.342.105.06 754.342.105,06
Share CASH DIVIDEND
Group AMOUNT (TL) - NET
STOCK
DIVIDEND
AMOUNT (TL)
TOTAL DIVIDEND AMOUNT (TL)
/ NET DISTRIBUTABLE
CURRENT PERIOD PROFIT (%)
DIVIDEND TO BE PAID DIVIDEND TO BE PAID
FOR SHARE WITH PAR FOR SHARE WITH PAR
VALUE OF 1 TL - NET VALUE OF 1 TL - NET
(TL)
(%)
754.342.105,06 1.0829 108,29
TOTAL 754.342.105,06 1.0829 108.29

7. Appointment of the Board of Directors, determination of their term of office and fees

Pursuant to the relevant regulations, the General Assembly will assign the members of the Board of Directors. According to the Corporate Governance Principles, four members in the Board of Directors of Anadolu Efes should be independent.

Nomination Committee examined all proposed candidates for independent Board of Directors membership, including management's and shareholders', whether they fulfill the independence criteria or not, prepared a report on this issue and submitted this to the Board of Directors with its report dated February 7, 2025. As the law allows Corporate Governance Committee to fulfill the function of Nomination Committee, the stated report was prepared by the Corporate Governance Committee. Each independent Board of Directors member candidate provided in a written declaration to the Corporate Governance Committee that he/she is independent within the framework of the legislation, articles of association and the criteria stated in the Corporate Governance Principles.

Board of Directors decided to elect Mr. Bekir Ağırdır, Ms. Lale Develioğlu, Ms. Didem Gordon and Mr. İlhami Koç as independent member candidates within the scope of Corporate Governance Committee's report and sent this list to the CMB on February 13, 2025 to take the opinion of CMB. According to CMB's written response dated February 24, 2024, there is no objection received from CMB regarding the independent member candidates.

Consequently, the final list of independent members and their CV's are made public via the information document together with the invitation to the General Assembly Meeting announcement. The CV's of the proposed new members to the Board of Directors are available in APPENDIX-2. In addition, the remuneration of the Board of Directors will also be determined in the General Assembly pursuant to the regulations of the Turkish Commercial Code, by-laws and the Company's Articles of Association.

Statements of Independent Status of the candidates for independent Board membership are also available in APPENDIX-3.

8. Approval of the selection of the independent audit company by the Board of Directors in accordance with the regulations of the Turkish Commercial Code, Capital Markets Board, and the Public Oversight, Accounting and Auditing Standards Authority,

In accordance with the Turkish Commercial Code, the regulations of the Capital Markets Board, and the Public Oversight, Accounting and Auditing Standards Authority, with the decision of our Board of Directors dated 20/03/2025 and after consulting the Audit Committee, it has been decided to select PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. for the audit of our company's financial reports for the financial year 2025. The selection is conditional upon the authorization by the Public Oversight, Accounting and Auditing Standards Authority (KGK) to carry out independent audit activities in the field of sustainability. It includes, but is not limited to, performing the activities related to the disclosures to be prepared in accordance with the Turkiye Sustainability Reporting Standards (TSRS) published by KGK, including the mandatory sustainability assurance audit and other activities within the scope of relevant regulations. PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. will also conduct the assurance audit of the sustainability reports for the 2024 and 2025 fiscal years and the decision will be submitted for approval to the general assembly.

PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. has been authorized to carry out independent audit activities in the field of sustainability with the decision of the Public Oversight, Accounting and Auditing Standards Authority (KGK) dated 18/02/2025.

9. Informing the shareholders on the donations made by the Company in 2024 in accordance with the regulations laid down by the Capital Markets Board

In accordance with the relevant regulations, the General Assembly must be informed about the donations made within the year. The article in question is not related to the approval of the General Assembly and is intended only for information purposes since donation limits are included in the Articles of Association of the Company. Our company has donated a consolidated amount of TL 129,125,000 in 2024, including the donations to the Anadolu Education and Welfare Foundation.

10. According to the regulations laid down by the Capital Markets Board, informing the shareholders on any income and benefits obtained by granting collaterals, pledges and mortgages in favor of third persons

Informing the General Assembly on any income and benefits obtained by the Company granting collaterals, pledges and mortgages in favor of third persons.

11. Informing the General Assembly of the transactions, if any, within the context of Article 1.3.6. of Corporate Governance Principles of the Corporate Governance Communique (II-17.1.) of the Capital Markets Board,

According to the Article 1.3.6. of Corporate Governance Principles of the Corporate Governance Communique (II-17.1.) of the Capital Markets Board; "In cases where shareholders who have a management control, members of board of directors, managers with administrative liability and their spouses, relatives by blood or marriage up to second degree conduct a significant transaction with the corporation or subsidiaries thereof which may cause a conflict of interest, or/and conduct a transaction on behalf of themselves or a third party which is in the field of activity of the corporation or subsidiaries thereof, or become an unlimited shareholder to a corporation which operates in the same field of activity with the corporation or subsidiaries thereof, such transactions shall be included in the agenda as a separate item for providing detailed information at the general assembly meeting on the matter and recorded in the minutes of meeting." The General Assembly will be informed that no such transaction took place in 2024.

12. Authorization of the members of the Board of Directors about the transactions and operations in the context of the Articles 395 and 396 of the Turkish Commercial Code

As the performance of transactions by the members to the Board of Directors, under Article 395 of the TCC, titled "Prohibition of Transactions and Borrowing with Company" and Article 396, titled "Non-Competition," may only be possible with the approval of the General Assembly, the issuance of the authorization in question will be presented for approval of our shareholders in the General Assembly.

13. Petitions and requests

APPENDIX-1 PROXY FORM FOR THE ORDINARY GENERAL ASSEMBLY MEETING ANADOLU EFES BİRACILIK VE MALT SANAYİİ A.Ş. To the Chair of the General Assembly of Shareholders

I hereby appoint............................................................................... as my proxy authorized to represent me, to vote and make proposals in line with the views I express herein below and sign the required papers at the Ordinary General Assembly of Anadolu Efes Biracılık ve Malt Sanayii A.Ş. that will convene on April 14, 2025 Monday, at 11:00 at the address "Fatih Sultan Mehmet Mahallesi Balkan Caddesi No:58 Buyaka E Blok Kat:1 34771 Ümraniye / İstanbul".

The Attorney's(*):

Name Surname/ Trade Name:

TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number: (*) Foreign attorneys should submit the equivalent information mentioned above.

A) SCOPE OF REPRESENTATIVE POWER

The scope of representative power should be defined after choosing one of the options (a), (b) or (c) in the following sections 1 and 2.

1. About the agenda items of General Assembly:

a) The attorney is authorized to vote according to his/her opinion.
b) The attorney is authorized to vote on proposals of the attorney partnership management.
c) The attorney is authorized to vote in accordance with the following instructions stated in the table.

Instructions:

In the event that the shareholder chooses the (c) option, the shareholder should mark "Accept" or "Reject" box and if the shareholder marks the "Reject" box, then he/she should write the dissenting opinion to be noted down in the minutes of the general assembly.

Agenda Items (*) Accept Reject Dissenting
Opinion
1. Opening of the meeting and establishment of the Board of the
Assembly,
2. Reading out and discussion of the Integrated Annual Report of
the Board of Directors for the year 2024,
3. Reading out the report of the Independent Audit Company for
the fiscal year 2024,
4. Reading out, discussion and approval of the Financial
Statements for the fiscal year 2024 prepared in accordance
with the regulations of CMB,
5. Acquittal of the members of the Board of Directors separately
regarding their actions in 2024,
6. Approval, revision or rejection of the proposal of the Board of
Directors on distribution of profits,
7. Appointment of the Board of Directors, determination of their
term of office and fees,
8. Approval of the selection of the independent audit company
by the Board of Directors in accordance with the regulations
of the Turkish Commercial Code, Capital Markets Board, and
the Public Oversight, Accounting and Auditing Standards
Authority,
9. Informing the shareholders on the donations made by the
Company in 2024 in accordance with the regulations laid
down by the Capital Markets Board,
10. According to the regulations laid down by the Capital Markets
Board, informing the shareholders on any income and benefits
obtained by the Company by granting collaterals, pledges and
mortgages in favor of third persons,
11. Informing the General Assembly of the transactions, if any,
within the context of Article 1.3.6. of Corporate Governance
Principles of the Corporate Governance Communique (II
17.1.) of the Capital Markets Board,
12. Authorization of the members of the Board of Directors about
the transactions and operations in the context of the Articles
395 and 396 of the Turkish Commercial Code,
13. Petitions and requests.

(*)No voting on the informative items. If the minority has another draft resolution, necessary arrangements should be made to enable them vote by proxy.

2. Special instruction related to other issues that may come up during General Assembly meeting and rights of minority:

a) The attorney is authorized to vote according to his/her opinion.
b) The attorney is not authorized to vote in these matters.
c) The attorney is authorized to vote for agenda items in accordance with the following instructions:

SPECIAL INSTRUCTIONS: The special instructions (if there is any) to be given by the shareholder to the attorney are stated herein.

B) The shareholder specifies the shares to be represented by the attorney by choosing one of the following.

1. I hereby confirm that the attorney represents the shares specified in detail as follows:

  • a) Order and Serial:*
  • b) Number / Group:**
  • c) Amount-Nominal Value:
  • ç) Share with voting power or not:
  • d) Bearer-Registered:*
  • e) Ratio of the total shares/voting rights of the shareholder:
  • * Such information is not required for the shares which are followed up electronically.

**For the shares which are followed up electronically, information related to the group will be given instead of number.

2. I hereby confirm that the attorney represents all my shares on the list, prepared by MKK (Central Registry Agency) the day before the Meeting, concerning the shareholders who could

attend the General Assembly Meeting. □

NAME SURNAME OR TITLE OF THE SHAREHOLDER (*)

TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:

Address:

(*)Foreign attorneys should submit the equivalent information mentioned above.

SIGNATURE

APPENDIX-2: RESUMES OF CANDIDATE MEMBERS OF THE BOARD OF DIRECTORS

KAMİLHAN SÜLEYMAN YAZICI

Board Member Candidate

Kamil Yazıcı graduated from New York Military Academy (1996), holds a BA degree in Marketing from Emory University Goizueta Business School (2000), an MBA degree from American Institute of Business and Economics (2005) and has completed the GMP program at the Harvard Business School (2017). Mr. Yazıcı started his Anadolu Group career in year 2000 in the Finance Presidency as Assistant Finance Specialist and resumed his career in Anadolu Efes Russia Beer operations during 2002-2011 where he held multiple roles as Marketing Manager, Logistics Manager, Supply Chain Director, Business Development Director and finally led a pan-Russian effort to re-structure the sales organization for greater efficiency and effectiveness. In 2011, Mr. Yazıcı was appointed as General Manager of Efes Vitanta in Moldova and continued this role until 2014. In 2014, he was appointed as Market Development Director responsible for all international markets where the group did not operate locally and held this position until 2017. Since 2017, Mr. Yazıcı has been serving as Vice-Chairman on Anadolu Group holding and subsidiary Board of Directors. In addition, Mr. Yazıcı serves as Board Member for TAİK (Turkish-American Business Council), TOGG (Turkish National Auto Initiative), HBS Alumnus (Harvard Business School's Alumni Board) and is the Vice-Chairman of KYYDAS (the Kamil Yazici Family Trust). He is also a member of TÜSİAD (Turkish Industry & Business Association).

JASON WARNER

Board Member Candidate

Jason Warner is AB InBev's Zone President Europe since 1 January 2019. He is a dual British and U.S. citizen and received a BSc Eng Hons Industrial Business Studies degree from DeMontfort University in the United Kingdom. Prior to his current role, he was Business Unit President for North Europe between 2015 and 2018. He joined AB InBev in July 2009 as Global VP Budweiser, based in New York, before moving into a dual role of Global VP Budweiser and Marketing VP. He has also held Global VP roles for Corona as well as Innovation and Renovation. Prior to joining AB InBev, he held various positions at The Coca-Cola Company and Nestlé.

TUĞBAN İZZET AKSOY

Board Member Candidate

Tuğban İzzet Aksoy graduated from the Management and International Finance Departments of the University of Oglethorpe in the USA, following his education at the Austrian High School. He began his professional career as an Assistant Expert in the Financial Affairs Directorate at Anadolu Endüstri Holding, in 1996. In December 1998 he was appointed as a Senior Broker at the Alternatifbank Treasury Department. Following five years in this role, Aksoy took on the role of Corporate Finance and Risk Manager at the Treasury and Risk Management Department of Anadolu Endüstri Holding A.Ş. in June 2003. In April 2008, he became Assistant Coordinator at Business Development Directorate, and between 2009-April 2019, he worked as Anadolu Group Energy Sector Coordinator. He continues to serve as Vice Chairman and Board Member in various Anadolu Group companies. Aksoy, who has participated in professional training and seminars in his field, is member of energy groups of TÜSİAD and TOBB. Aksoy has been serving as an honorary consul of Georgia since 2016 and also holds Georgian Government Medal of Honor.

İZZET ÖZİLHAN

Board Member Candidate

İ. İzzet Özilhan was born in İstanbul in 1982. He received his undergraduate degree from Hofstra University Banking and Finance Department in 2006 in USA. Özilhan, began his career as a Brand Representative at Coca Cola A.Ş in 2006 and served as Sales Representative in Coca-Cola Hellenic A.Ş. In 2009, he started working at Efes Russia and took up dutied as Finance Manager and Brand Distribution Representative. In 2011, he started in Anadolu Efes Türkiye as Market Development Supervisor and continued as Horeca Manager, Modern Trade Sales Director and On-Trade Directorate respectively. In 2024, he became a board member at several Anadolu Group companies. Özilhan was chosen as Board Member of TÜSİAD in 2024 and also acts as the Leader of its Food, Beverage and Agriculture Roundtable. He also acts as a Board Member at TÜRKONFED.

RASİH ENGİN AKÇAKOCA

Board Member Candidate

R. Engin Akçakoca received his undergraduate degree from Middle East Technical University in Management and started his career in banking in 1974. He assumed Deputy General Manager position in Koç-Amerikan Bank during 1986 and 1991 and General Manager position in Koçbank A.Ş. during 1991 and 2000. He was appointed as the Chairman of the Banking Regulation and Supervision Agency and the Savings Deposit Insurance Fund in 2001 responsible for a large-scale banking sector restructuring program held in Türkiye. Mr. Akçakoca has been working as a consultant since 2004; he holds board member positions in various Anadolu Group companies.

MEHMET HURŞİT ZORLU

Board Member Candidate

Hurşit Zorlu holds a BCs degree in Economics from Istanbul University. Before joining the Anadolu Group as a Marketing Specialist at Efes Beverage Group in 1984, he held various positions in Toz Metal and Turkish Airlines. During his career at Efes Beverage Group, he assigned various positions including Assistant Marketing Manager, Assistant Project Development Manager, Project Development Manager and Business Development & Investor Relations Director respectively. Zorlu worked as Chief Financial Officer (CFO) at Efes Beverage Group between 2000-2008 and CFO at Anadolu Group between 2008- 2013. Zorlu served as Deputy CEO at Anadolu Group between 2013-2017. Hurşit Zorlu, who has been serving as the Chief Executive Officer of Anadolu Group since February 2017, retired as of April 1, 2024 from this position. Currently Hurşit Zorlu, is a Board Member of all Anadolu Group companies. Zorlu also served as the chair person of Anadolu Group Sustainability Committee of the Group and lead the works within the scope of the sustainability strategy, ''From Anadolu to the Future''. Hurşit Zorlu is a High Advisory Council Member of the Turkish Investor Relations Society (TÜYİD) and served as the 8th term Chairperson of the Corporate Governance Association of Türkiye (TKYD) between 2015-2017.

BELIZ ÇEVIK CHAPPUIE

Board Member Candidate

Beliz Chappuie received her bachelor's degree in environmental engineering from Istanbul Technical University and MBA degree from Indiana University with a concentration in finance. She began her career as finance program evaluator in Office of State Audits and Evaluations in 2001 and still serves as a Chief of Audit Services in California Public Employees' Retirement System. With over 20 years of experience in investment and finance, Beliz Çevik Chappuie holds Certified Public Accountant and Certified Information Systems Auditor licences.

BEKİR AĞIRDIR

Independent Board Member Candidate

Bekir Ağırdır was born in Denizli in 1956. After graduating from Middle East Technical University, Faculty of Economics and Administrative Sciences, Department of Business Administration in 1979, he worked as Sales Manager and Deputy General Manager at Bilsan Bilgisayar Malzemeleri A.Ş. between years 1980-1984, as Sales Coordinator at Meteksan Ltd. between years 1984-1986 and as General Manager at Pirintaş Computer Materials and Basım Sanayi A.Ş. between years 1986-1996. He served as Deputy General Manager at Atılım Kağıt ve Defter Sanayi AŞ between years 1996-1999 and as General Manager and Board Member at PMB Akıllı Kart ve Bilgi Teknolojileri AŞ between years 1999-2003. Between years 2003 and 2005, he worked at the History Foundation, first as the Coordinator and then as the General Manager. He has been the General Manager and Member of the Board of Directors at KONDA Araştırma ve Danışmanlık Limited Şirketi between years 2005-2022, and a member of the Board of Directors between June 2022 and April 2024. He is the Vice Chairperson of the Board of the Turkish Economic and Social Studies Foundation (TESEV), the Founding Member of the Yanındayız Association, the Democratic Republic Program and the EYMIR Culture Foundation, a member of the METU Alumni Association, a writer for Oxygen Newspaper, and a commentator for the T24 Internet Newspaper. Mr. Ağırdır, fulfils all requirements of the independent membership criteria specified in the CMB's Corporate Governance Principles.

LALE DEVELİOĞLU

Independent Board Member Candidate

Born in Istanbul in 1968, Lale Develioğlu graduated from the Industrial Engineering Department at Boğaziçi University and pursued her postgraduate studies at Rensselear Polytechnic University in USA. She started her professional career in 1992 at Unilever and acted as Marketing Director between 1998-2003. In the end of 2003, Mrs. Develioğlu started working in Turkcell and acted as Chief Marketing Officer responsible from Consumer Business between 2006-2011 and VP of International Businesses and Subsidiaries between 2011–2014. Mrs. Develioğlu has started working in Yıldız Holding and acted as Global Marketing President in Pladis, Yıldız Holding's UK based global snacks company until 2018. Mrs. Develioğlu acted as board member for several companies in telecommunication, technology, FMCG, consumer durables and retail industries across Türkiye, Middle East, CIS countries and Europe. She currently serves as board member at Aksa Akrilik, Coca-Cola İçecek, Anadolu Isuzu and as board advisor at Nobel İlaç. Mrs. Develioğlu also supports companies as a strategic advisor and business mentor. She was selected as "Best Marketing Person" of Türkiye in 2009; won the "Women to Watch" award for Marketing in 2014 and was listed among "Top 25 CMOs" in Global Creativepool Annual in 2018. She has served as Executive Board Member of Advertisers' Association of Türkiye (RVD) and Advertising Self-regulatory Body in Türkiye (RÖK) for 6 years. She is the chairperson of the Qualified Risk Directors Governance Council. She is also one of the founding board members of Women on Board Association in Türkiye. She is the author of the business and memoir book titled 'Karar Verdim'. Mrs. Develioğlu fulfils all requirements of the independent member criteria specified in the CMB's Corporate Governance Principles.

DİDEM GORDON

Independent Board Member Candidate

Didem Gordon is an accomplished professional in the finance and banking sectors, with a career spanning over 30 years. She is recognized for her significant contributions to enhance Turkish capital markets particularly in areas such as corporate governance, sustainability, and implementation of best standards and ethical practices. Gordon graduated from Boğaziçi University with a degree in Business Administration in 1986 and completed an MBA in Finance at San Diego State University. Her career began at Mitsui Manufacturers Bank in the Corporate Banking department from 1989 to 1992 in the US. From 1992 to 2016, she had leadership roles in various banks and investment institutions that include Finansbank, Garanti, Koçbank, Yapı Kredi and Ashmore. During this period, she worked closely with leading global institutional investors and DFIs to enhance Turkiye's standing in emerging markets. She held board positions at the Turkish Institutional Investment Managers Association (Vice Chairperson), Turkish Capital Markets Licensing Inc. (Vice Chairperson) , and Turkish Capital Markets Association (Board Member). She has also served on the Audit Committee at Borsa Istanbul. After her tenure in Turkey, she worked as a Senior Advisor for venture capital and private equity firms in the US and UK from 2016 to 2018. In 2018, she founded Phaida Ventures in Estonia, focusing on impact investments, social entrepreneurship, and ESG. Gordon currently serves on the Board of Directors at Re-Pie Portfolio Management Inc., Doğan Burda, and as a non-executive Board Member at Burçelik. Gordon holds an ESG Investment Certificate from the CFA Institute and completed the Investment Management program by the CFA Institute and Harvard University in 2003. She has the ESG (Environmental, Social, Corporate Governance) Investment Certificate from the CFA Institute and has Level 3 and Derivative Licenses in Capital Markets. Ms. Gordon fulfils all requirements of the independent member criteria specified in the CMB's Corporate Governance Principles.

İLHAMİ KOÇ

Independent Board Member Candidate

With over 35 years of experience in management and finance, including investment banking, capital markets, venture capital, and insurance, he has served as a senior executive in leading financial institutions in Turkiye. He has also undertaken various voluntary roles in both local and international organizations. Mr. Koç graduated from Ankara University Faculty of Political Sciences in 1986 and started his career the same year at the Board of Inspectors of Türkiye İş Bankası A.Ş. After holding various positions related to capital markets at İş Bankası, he was appointed as the General Manager of İş Girişim Sermayesi Yatırım Ortaklığı A.Ş. in 2001. He then served as the General Manager of İş Yatırım Menkul Değerler A.Ş., Türkiye's largest investment banking institution, from 2002 to 2013. At the beginning of 2013, Koç was appointed Deputy General Manager at Türkiye İş Bankası A.Ş., and from 2016 to 2019, he served as the CEO of Anadolu Sigorta A.Ş. After retiring from the İşbank Group in 2019, he joined Ernst & Young Türkiye, one of the world's leading consulting firms, as a partner. He continues to work at the same company as a business partner. In addition to his professional roles, Koç has served on the boards of numerous companies both in Türkiye and abroad; between 2014 and 2018, he was the Chairman of the Turkish Capital Markets Association. He has also been a Board Member of the International Capital Market Association and Borsa İstanbul A.Ş. Mr. Koç fulfils all requirements of the independent member criteria specified in the CMB's Corporate Governance Principles

APPENDIX-3: STATEMENTS OF INDEPENDENT STATUS OF THE CANDIDATES

I hereby declare that, with respect to Anadolu Efes Biracılık ve Malt Sanayii A.Ş.;

  • No employment relationship has been established during the last five years between me, my spouse and my relatives by blood or marriage up to second degree and the company, partnerships which the company controls the management of or has material influence over or shareholders who control the management of or have material influence over the company and legal entities which these shareholders control the management of, which has caused me to assume important duties and responsibilities in an executive position nor have I/we individually or jointly held more than 5% of the capital or voting rights or privileged shares in or established a material business relationship with the same,
  • I was not a shareholder of (%5 and more) nor held an executive position which would cause me to assume important duties and responsibilities or officiated as a board member, during the last five years, in any company from or to which the company purchases or sells a substantial quantity of services or products based on agreements made, during the periods these services or products were sold or purchased including especially those companies which carry out audit (including tax audits, legal audits, internal audits), rating and consultancy services for the company,
  • I have the professional education, knowledge and experience necessary to duly carry out the duties which I shall assume due to my position as an independent board member,
  • I am not a full time employee with any public entity or organization following my election as a member with the exception of employment as a university professor provided that such employment is in compliance with the laws and regulations that are applicable to universities,
  • I am assumed to be a resident in Türkiye in accordance with the Income Tax Law dated 31.12.1960, numbered 193,
  • I have strong ethical standards, professional reputation and experience that shall allow me to contribute positively to the activities of the company, maintain partiality in conflicts of interests between the company and its shareholders and decide freely by taking into account the rights of beneficiaries;
  • I am able to dedicate a sufficient amount of time to the affairs of the company in a manner to follow up the conduct of company activities and duly perform the duties I have assumed,
  • I did not officiate as a board member at the board of directors of the company for longer than 6 years during the last ten years,
  • I am not officiating as an independent board member with more than three of the companies which the company controls or shareholders that control the management of the company control the management and in total more than five of the companies which are traded on the stock exchange and that therefore, I will serve in my position as a member of the Company's Board of Directors as an independent board member,
  • I have not been registered and announced as a board member representing the legal entity for which I will be elected.

BEKİR AĞIRDIR

I hereby declare that, with respect to Anadolu Efes Biracılık ve Malt Sanayii A.Ş.;

  • No employment relationship has been established during the last five years between me, my spouse and my relatives by blood or marriage up to second degree and the company, partnerships which the company controls the management of or has material influence over or shareholders who control the management of or have material influence over the company and legal entities which these shareholders control the management of, which has caused me to assume important duties and responsibilities in an executive position nor have I/we individually or jointly held more than 5% of the capital or voting rights or privileged shares in or established a material business relationship with the same,
  • I was not a shareholder of (%5 and more) nor held an executive position which would cause me to assume important duties and responsibilities or officiated as a board member, during the last five years, in any company from or to which the company purchases or sells a substantial quantity of services or products based on agreements made, during the periods these services or products were sold or purchased including especially those companies which carry out audit (including tax audits, legal audits, internal audits), rating and consultancy services for the company,
  • I have the professional education, knowledge and experience necessary to duly carry out the duties which I shall assume due to my position as an independent board member,
  • I am not a full time employee with any public entity or organization following my election as a member with the exception of employment as a university professor provided that such employment is in compliance with the laws and regulations that are applicable to universities,
  • I am assumed to be a resident in Turkiye in accordance with the Income Tax Law dated 31.12.1960, numbered 193,
  • I have strong ethical standards, professional reputation and experience that shall allow me to contribute positively to the activities of the company, maintain partiality in conflicts of interests between the company and its shareholders and decide freely by taking into account the rights of beneficiaries;
  • I am able to dedicate a sufficient amount of time to the affairs of the company in a manner to follow up the conduct of company activities and duly perform the duties I have assumed,
  • I did not officiate as a board member at the board of directors of the company for longer than 6 years during the last ten years,
  • I am not officiating as an independent board member with more than three of the companies which the company controls or shareholders that control the management of the company control the management and in total more than five of the companies which are traded on the stock exchange and that therefore, I will serve in my position as a member of the Company's Board of Directors as an independent board member,
  • I have not been registered and announced as a board member representing the legal entity for which I will be elected.

LALE DEVELİOĞLU

I hereby declare that, with respect to Anadolu Efes Biracılık ve Malt Sanayii A.Ş.;

  • No employment relationship has been established during the last five years between me, my spouse and my relatives by blood or marriage up to second degree and the company, partnerships which the company controls the management of or has material influence over or shareholders who control the management of or have material influence over the company and legal entities which these shareholders control the management of, which has caused me to assume important duties and responsibilities in an executive position nor have I/we individually or jointly held more than 5% of the capital or voting rights or privileged shares in or established a material business relationship with the same,
  • I was not a shareholder of (%5 and more) nor held an executive position which would cause me to assume important duties and responsibilities or officiated as a board member, during the last five years, in any company from or to which the company purchases or sells a substantial quantity of services or products based on agreements made, during the periods these services or products were sold or purchased including especially those companies which carry out audit (including tax audits, legal audits, internal audits), rating and consultancy services for the company,
  • I have the professional education, knowledge and experience necessary to duly carry out the duties which I shall assume due to my position as an independent board member,
  • I am not a full time employee with any public entity or organization following my election as a member with the exception of employment as a university professor provided that such employment is in compliance with the laws and regulations that are applicable to universities,
  • I am assumed to be a resident in Turkiye in accordance with the Income Tax Law dated 31.12.1960, numbered 193,
  • I have strong ethical standards, professional reputation and experience that shall allow me to contribute positively to the activities of the company, maintain partiality in conflicts of interests between the company and its shareholders and decide freely by taking into account the rights of beneficiaries;
  • I am able to dedicate a sufficient amount of time to the affairs of the company in a manner to follow up the conduct of company activities and duly perform the duties I have assumed,
  • I did not officiate as a board member at the board of directors of the company for longer than 6 years during the last ten years,
  • I am not officiating as an independent board member with more than three of the companies which the company controls or shareholders that control the management of the company control the management and in total more than five of the companies which are traded on the stock exchange and that therefore, I will serve in my position as a member of the Company's Board of Directors as an independent board member,
  • I have not been registered and announced as a board member representing the legal entity for which I will be elected.

DİDEM GORDON

I hereby declare that, with respect to Anadolu Efes Biracılık ve Malt Sanayii A.Ş.;

  • No employment relationship has been established during the last five years between me, my spouse and my relatives by blood or marriage up to second degree and the company, partnerships which the company controls the management of or has material influence over or shareholders who control the management of or have material influence over the company and legal entities which these shareholders control the management of, which has caused me to assume important duties and responsibilities in an executive position nor have I/we individually or jointly held more than 5% of the capital or voting rights or privileged shares in or established a material business relationship with the same,
  • I was not a shareholder of (%5 and more) nor held an executive position which would cause me to assume important duties and responsibilities or officiated as a board member, during the last five years, in any company from or to which the company purchases or sells a substantial quantity of services or products based on agreements made, during the periods these services or products were sold or purchased including especially those companies which carry out audit (including tax audits, legal audits, internal audits), rating and consultancy services for the company,
  • I have the professional education, knowledge and experience necessary to duly carry out the duties which I shall assume due to my position as an independent board member,
  • I am not a full time employee with any public entity or organization following my election as a member with the exception of employment as a university professor provided that such employment is in compliance with the laws and regulations that are applicable to universities,
  • I am assumed to be a resident in Turkiye in accordance with the Income Tax Law dated 31.12.1960, numbered 193,
  • I have strong ethical standards, professional reputation and experience that shall allow me to contribute positively to the activities of the company, maintain partiality in conflicts of interests between the company and its shareholders and decide freely by taking into account the rights of beneficiaries;
  • I am able to dedicate a sufficient amount of time to the affairs of the company in a manner to follow up the conduct of company activities and duly perform the duties I have assumed,
  • I did not officiate as a board member at the board of directors of the company for longer than 6 years during the last ten years,
  • I am not officiating as an independent board member with more than three of the companies which the company controls or shareholders that control the management of the company control the management and in total more than five of the companies which are traded on the stock exchange and that therefore, I will serve in my position as a member of the Company's Board of Directors as an independent board member,
  • I have not been registered and announced as a board member representing the legal entity for which I will be elected.

İLHAMİ KOÇ

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