AGM Information • Apr 14, 2025
AGM Information
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| Summary Info | Regarding 2024 Annual General Assembly Meeting Results |
| Update Notification Flag | Yes |
| Correction Notification Flag | No |
| Postponed Notification Flag | No |
General Assembly Invitation
| General Assembly Type | Annual |
| Begining of The Fiscal Period | 01.01.2024 |
| Ending Date Of The Fiscal Period | 31.12.2024 |
| Decision Date | 20.03.2025 |
| General Assembly Date | 14.04.2025 |
| General Assembly Time | 11:00 |
| Record Date (Deadline For Participation In The General Assembly) | 13.04.2025 |
| Country | Turkey |
| City | İSTANBUL |
| District | ÜMRANİYE |
| Address | Fatih Sultan Mehmet Mahallesi Balkan Caddesi No:58 Buyaka E Blok Kat:1 34771 |
Agenda Items
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.
Corporate Actions Involved In Agenda
Dividend Payment
General Assembly Invitation Documents
| Appendix: 1 | 1. Olağan Genel Kurul Davet Açıklaması.pdf - Announcement Document |
| Appendix: 2 | 2. Toplantı Gündemi.pdf - Other Invitation Document |
| Appendix: 3 | 3. Bilgilendirme Dökümanı.pdf - General Assembly Informing Document |
| Appendix: 4 | 4. Anadolu Efes Ortaklık Yapısı.pdf - Other Invitation Document |
| Appendix: 5 | 5. Vekaletname.pdf - Other Invitation Document |
| Appendix: 6 | 6. Kar Payı Dağıtım Tablosu.pdf - Other Invitation Document |
| Appendix: 7 | 1. Invitation to General Assembly.pdf - Announcement Document |
| Appendix: 8 | 2. Agenda.pdf - Other Invitation Document |
| Appendix: 9 | 3. Annual General Assembly Meeting Information Document.pdf - General Assembly Informing Document |
| Appendix: 10 | 4. Anadolu Efes Shareholding Structure.pdf - Other Invitation Document |
| Appendix: 11 | 5. Proxy.pdf - Other Invitation Document |
| Appendix: 12 | 6. Dividend Distribution Table.pdf - Other Invitation Document |
General Assembly Results
| Was The General Assembly Meeting Executed? | Yes |
| General Assembly Results | The Annual Ordinary General Assembly of Anadolu Efes was held on April 14 th , 2025 (today) at 11:00 at the address "Fatih Sultan Mehmet Mahallesi Balkan Caddesi No:58 Buyaka E Blok Kat:1 34771 Ümraniye / İstanbul" with the previously announced agenda. The minutes of the meeting are available at our website at www.anadoluefes.com. At the Annual Ordinary General Assembly Meeting of our Company; Annual Integrated Reports of the Board of Directors and the Independent Audit Company as well as the Consolidated Financial Statements for calendar year 2024 have been discussed and approved. To replace the released directors, the selection of KAMİLHAN SÜLEYMAN YAZICI, TUĞBAN İZZET AKSOY, JASON GERARD WARNER, İBRAHİM İZZET ÖZİLHAN, RASİH ENGİN AKÇAKOCA, MEHMET HURŞİT ZORLU, BELİZ CHAPPUIE, İLHAMİ KOÇ (independent member), DİDEM GORDON (independent member), BEKİR AĞIRDIR (independent member) and LALE DEVELİOĞLU (independent member) as Directors of the Board for one year term has been approved. It has been decided to distribute a cash dividend of gross 1,2740 TL (net 1,0829 TL) per each share with 1 TL nominal value amounting to a total of 754,342,105.062 TL realizing a 127.4% gross dividend distribution, calculated for the period January-December 2024 to be paid starting from May 27 th , 2025. In accordance with the regulations of the Public Oversight, Accounting and Auditing Standards Authority ("KGK"), it has been resolved to approve the appointment of PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. for the audit of the Company's financial statements for the 2025 fiscal year. Subject to its authorization by KGK to perform independent assurance activities in the field of sustainability, PwC will also be responsible for conducting mandatory sustainability assurance engagements, including but not limited to the assurance of disclosures prepared in accordance with the Turkish Sustainability Reporting Standards (TSRS) issued by KGK, and carrying out other related activities for the fiscal years 2024 and 2025. The shareholders were informed about the Company's donations of TL 129,125,000 in 2024, including the donations to the Anadolu Education and Welfare Foundation. The shareholders were informed that there were no guarantees, pledges, mortgages and surety issued by the Company in favor of third parties and accordingly there were not any income or benefit obtained by the Company, in accordance with the Capital Markets Board's regulations. Information was provided to the shareholders that there were no transactions within the context of Article 1.3.6. of the Corporate Governance Communiqué (II-17.1) of the Capital Markets Board, where shareholders who have a management control, members of the 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 Company or its 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 Company or its subsidiaries thereof, or become an unlimited shareholder to a corporation which operates in the same field of activity with the Company or its subsidiaries thereof in 2024. The granting of authorization to the members of the board of directors within the framework of articles 395 (Prohibition to Transact with and Incur Indebtedness to the Company) and 396 (Non-Competition) of the Turkish Commercial Code has been approved. |
Decisions Regarding Corporate Actions
| Dividend Payment | Discussed |
General Assembly Result Documents
| Appendix: 1 | Tutanak-2024.pdf - Minute |
| Appendix: 2 | Hazirun Cetveli-2024.pdf - List of Attendants |
Additional Explanations
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.
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