AGM Information • Dec 2, 2024
AGM Information
Open in ViewerOpens in native device viewer
The Ordinary General Assembly Meeting of ATP Yazılım ve Teknoloji Anonim Şirketi ("Company") for the 2023 activity year will be held on 02/12/2024 at 14.00 hours at Dikilitaş Mah. Emirhan Cad. Atakule No:109 Balmumcu Beşiktaş, Istanbul on 02/12/2024 at 14.00 hours, under the supervision of Dursun EKŞİ, the Ministry Representative assigned by the letter of Istanbul Provincial Directorate of Trade numbered 103398465 and dated 28.11.2024.
The call for the meeting was announced in the Turkish Trade Registry Gazette dated 08.11.2024 and numbered 11203, as stipulated in the law and the Articles of Association, including the date and agenda of the meeting. It has been determined that the registered shareholders were duly notified on 07.11.2024 by registered letter with return receipt requested from Istanbul Fatih Sultan Mehmet PTT Directorate. In addition, it was announced on the company website www.atp.com.tr, the Electronic General Assembly System of the Central Registry Agency and the Public Disclosure Platform 3 weeks prior to the date of the General Assembly meeting, excluding the date of the meeting, within the legal period.
It has been determined that the Ordinary General Assembly Meeting was held within the Electronic General Assembly System in accordance with the "Regulation on General Assembly Meetings of Joint Stock Companies to be Held Electronically" published in the Official Gazette dated 28.08.2012 and numbered 28395 and the "Communiqué on the Electronic General Assembly System to be Applied in General Assemblies of Joint Stock Companies" published in the Official Gazette dated 29.08.2012 and numbered 28396.
Upon examination of the list of attendees, it was understood that out of 93,750,000 shares corresponding to the Company's total capital of 93,750,000.-TL, 4,166,346.-TL shares in person and 74,221,774.5.-TL shares by proxy, totaling 78,388,120.5.-TL shares were represented at the meeting and thus the minimum meeting quorum stipulated in both the law and the Articles of Association was present, the meeting was opened by Mr. Tuncer KÖKLÜ, Member of the Board of Directors, and the agenda was discussed.
Board member Tuncer KÖKLÜ took the floor;
"Dear shareholders, dear investors, welcome to the Ordinary General Assembly of ATP YAZILIM VE TEKNOLOJİ ANONİM ŞİRKETİ T A.Ş. As you know, today we will hold our Ordinary General Assembly for 2023. We are happy to see you among us at this general assembly where we come together with our investors. I hope that the general assembly will be beneficial for our company and you, our esteemed investors. I thank you for coming."
1. Pursuant to item 1 of the agenda, it was unanimously resolved by the participants to elect Mr. Sedat BOZANOĞLU as the Chairman of the Meeting as a result of the proposal submitted by the shareholder Ata Holding A.Ş. regarding the Presidium of the General Assembly and the elections in this direction. The Meeting Chairman appointed Ms. Huriye TAM as the Minutes Clerk and Ms. Ezgi BAY as the Vote Collector. In addition, the Chairman of the Meeting appointed Ms. Burcu NERGİZ, an employee of the Company who holds the "Central Registry Agency Electronic General Assembly System Certificate" to use the Electronic General Assembly System, and the discussion of the agenda items was started simultaneously in electronic and physical environment. It was also determined that Ms. Ayşegül KÖSEOĞLU DOĞAR representing Güreli Yeminli Mali Müşavirlik Ve Bağımsız Denetim Hizmetleri A.Ş. attended the meeting.
The Meeting Chairman stated that the minutes of the meeting would be signed by the Presidium on behalf of the shareholders.
2. The 2nd item of the agenda was discussed.
It was seen that the proxy of Ata Holding A.Ş. submitted a proposal that since the Board of Directors' Annual Report for the fiscal year 2023 was made available for shareholders' review at least 3 weeks prior to the meeting date at the Company headquarters, in the Electronic General Assembly system of the Central Registry Agency (CRA), on the Public Disclosure Platform and on the Company's corporate website, the aforementioned documents should not be re-read at the meeting and should be accepted as read. The aforementioned proposal was submitted to the approval of the shareholders and was approved by majority of votes against 1 rejecting vote.
After the voted motion, the relevant agenda item was opened for discussion.
As a result of the voting, it was decided to approve the Board of Directors' Annual Report for the fiscal year 2023 with a majority of votes against 1 rejecting vote.
3. The 3rd item of the agenda was discussed.
It was seen that the proxy of Ata Holding A.Ş. submitted a proposal that the Independent Audit Report of the Company for the fiscal year 2023 should not be re-read at the meeting and should be accepted as read, since the said documents were submitted for the review of the shareholders at the Company headquarters, in the Electronic General Assembly system of the CRA, on the Public Disclosure Platform and on the corporate website of the Company at least 3 weeks prior to the meeting date. The aforementioned proposal was submitted to the approval of the shareholders and was approved by majority of votes against 3416 reject votes.
The summary of the Independent Audit Report prepared by Güreli Yeminli Mali Müşavirlik Ve Bağımsız Denetim Hizmetleri A.Ş. on the activities of our Company in 2023 was read by Ayşegül KÖSEOĞLU DOĞAR, the representative of the independent audit company present at the meeting, and submitted for the information of our shareholders.
4. The 4th item of the agenda was discussed.
It was seen that the proxy of Ata Holding A.Ş. proposed that since the financial statements of the Company for the fiscal year 2023 were made available for the review of the shareholders at the Company headquarters, in the Electronic General Assembly system of the Central Registry Agency (CRA), on the Public Disclosure Platform and on the corporate website of the Company at least 3 weeks prior to the meeting date, the said documents should not be re-read at the meeting and should be accepted as read. The aforementioned proposal was submitted to the approval of the shareholders and was accepted by majority of votes against 3416 reject votes.
After the voted motion, the relevant agenda item was opened for discussion.
As a result of the voting, it was decided to approve the financial statements for the fiscal year 2023 with a majority of votes against 3416 votes against.
5. Pursuant to the 5th item of the agenda, the proposal of the Company's Board of Directors regarding the dividend distribution for the 2023 activity period was read and started to be discussed.
Pursuant to the decision of our Company's Board of Directors dated 05/11/2024 and numbered 2024/13;
"According to the independently audited consolidated financial statements of our Company for the accounting period 01.01.2023-31.12.2023, prepared in accordance with the Capital Markets Board's ("CMB") "Communiqué on Principles Regarding Financial Reporting in Capital Markets" numbered II - 14.1 and based on Turkish Financial Reporting Standards ("TFRS"), the net distributable profit for the period, including donations, is 99,943,954 TL and according to the statutory financial statements prepared in accordance with the provisions of the Tax Procedure Law ("TPL") is 199,454,724 TL.
Regarding the distribution of 2023 profit; in accordance with the CMB's regulations on profit distribution, Article 22 of our Articles of Association and the principles specified in our Profit Distribution Policy, it has been decided to distribute profit as specified below and to submit the profit distribution proposal to the approval of our shareholders at the Ordinary General Assembly Meeting of 2023.
In this framework;
1) To set aside 5% of the general legal reserve fund, which should be set aside from the net profit for the year 2023 in accordance with Article 519 of the Turkish Commercial Code, as the amount of the existing general legal reserve fund in the legal records does not reach the 20% limit of the capital, to set aside a general legal reserve fund for the year 2023,
2) To distribute a cash gross dividend of 29,691,976.33 TL, corresponding to 31.67% of the Company's issued capital and 30% of the net distributable profit for the accounting period 01.01.2023 - 31.12.2023,
3) Payment of a gross 31.67% dividend in cash for each share with a nominal value of TL 1, and a net dividend of 31.67% for our full taxpayer real person shareholders and limited taxpayer real person and legal entity shareholders after deducting the withholding tax rates set forth in the tax laws,
4) In accordance with the CMB press release dated 7/3/2024 and numbered 2024/14, dated 7/03/2024 and numbered 14/382, dividend distribution will be made over the net distributable profit for the period, which is lower than the statutory financial statement profit prepared in accordance with the provisions of the Tax Procedure Law ("TPL"), and over the net distributable profit for the period with donations added according to the independently audited consolidated financial statements prepared in accordance with TFRS,
5) Dividend distribution to be made on 18.12.2024,
6) In the statutory records prepared in accordance with the provisions of the Tax Procedure Law ("TPL"), the profit distribution after the net profit for the period, inflation differences and prior year losses are deducted in accordance with the inflation accounting practices, is recorded by using the "extraordinary reserves" account,
It has been unanimously resolved to submit the profit distribution proposal, which includes the dividend distribution proposal, for the approval of our shareholders at the 2023 Ordinary General Assembly Meeting."
has been proposed.
The aforementioned proposal was submitted to the approval of our shareholders, and it was resolved by majority of votes against 3416 votes against to accept the proposal regarding the dividend distribution for the 2023 activity period as is and to distribute dividends as specified in the proposal and to authorize the Board of Directors for the execution of the works and transactions regarding the dividend distribution.
6. Pursuant to Article 6 of the agenda, the release of the members of the Board of Directors for their activities and transactions for the fiscal year 2023 was submitted to the approval of the General Assembly (the members of the Board of Directors did not vote in the release vote). As a result of the voting, all members of the Board of Directors who served in the 2023 activity year were discharged by majority vote against 8,468 reject votes.
7. Pursuant to Article 7 of the agenda, shareholders were informed about the "Remuneration Policy" regarding the principles of remuneration of the Members of the Board of Directors and Executives with Administrative Responsibility in accordance with the regulations of the Capital Markets Board (Annex 1: Remuneration Policy).
8. Pursuant to Article 8 of the agenda; election of the members of the Board of Directors was held.
Proposed as a member of the Board of Directors representing the Group (A) shares of Ata Holding A.Ş., one of the shareholders;
Korhan KURDOĞLU, a Turkish national, with the Turkish ID number , residing at
Erhan KURDOĞLU, a Turkish citizen, Turkish ID number , residing at
Ata Holding A.Ş., also a shareholder, was proposed as a member of the Board of Directors representing its Group (B) shares;
and also proposed as Independent Board Members;
3 (three) years as members of the Board of Directors with a majority of votes against 3416 votes against.
9. Pursuant to Article 9 of the agenda, the payment of remuneration to the Members of the Board of Directors and Independent Members of the Board of Directors was discussed:
It was resolved by majority vote against 8,468 votes in favor to pay a monthly net payment of 40,000 TL to the Independent Board Members and not to pay attendance fees to the members of the Board of Directors other than the Independent Board Members.
10.In accordance with the Communiqué on Capital Market Independent Auditing Standards published by the Capital Markets Board, pursuant to the 10th item of the agenda, the Company's financial statements for the fiscal year 2024 will be audited by Maslak Mah. Saat Sk. Spine Tower Sitesi No: 5 Inner Door No: 216 Sarıyer / İstanbul, registered in the İstanbul Trade Registry under the number 206580, registered in the Boğaziçi Corporate Tax Office under the number 4430028598, 0443002859800014 Mersis number Güreli Yeminli Mali Müşavirlik Ve Bağımsız Denetim Hizmetleri A.Ş. for the audit of the Company's financial statements for the fiscal year 2024, was discussed, and the approval of the selection of Güreli Yeminli Mali Müşavirlik Ve Bağımsız Denetim Hizmetleri A.Ş. was approved by majority vote against 3416 votes against.
11.Pursuant to agenda item 11,
Ceyhan ER took the floor;
"In 2023, the Company donated 2,700 TL to the Turkish Education Foundation, 62,000 TL to the ITU Development Foundation, 2,500 TL to the Women's Labor Evaluation Foundation, 20,000 TL to Üsküdar University, 36,000 TL to Boğaziçi University and 850,000 TL to the Koruncuk Foundation, totaling 973,200 TL. The Company's Board of Directors has determined the upper limit of donations to be made in 2024 as 1,500,000 TL."
It was decided by majority of votes against 3468 votes against to set the upper limit of donations to be made by the Company in 2024 as 1,500,000 TL.
12.Pursuant to agenda item 12, the General Assembly was informed about the guarantees, pledges, mortgages and sureties given by the Company in favor of third parties in 2023 and the income or benefits obtained.
13.Pursuant to the 13th item of the agenda, the General Assembly was informed about the transactions made with related parties in 2023 within the scope of Related Party Transactions regulated in the third section of the Capital Markets Board Corporate Governance Communiqué (II-17.1).
14.Pursuant to the 14th item of the agenda, the General Assembly was informed about the transactions carried out by the shareholders who control the management, members of the Board of Directors, executives with administrative responsibility, and their spouses and relatives by blood or marriage up to the second degree within the scope of the corporate governance principle numbered (1.3.6) in the annex of the Corporate Governance Communiqué numbered (II-17.1) of the Capital Markets Board.
15.Pursuant to the 15th item of the agenda, it was resolved by majority of votes against 1 dissenting vote to grant the Board Members the authorizations to carry out the transactions listed in Articles 395 and 396 of the Turkish Commercial Code.
16.Pursuant to Article 16 of the agenda, it was resolved by majority of votes against 1 dissenting vote to accept the Share Buy-Back Program as attached and to authorize the Board of Directors to buy back shares within this scope. (Annex-2: Share Buy-Back Program)
Aydın ÖZBUDAK took the floor;
"In an environment where the cost reaches 250-300 TL, the Company's announcement of 40 TL undermines reliability. I think there is speculation in the shares of this company. Even if a positive PDP statement is made, there is a negative decline. I have been in this company for 4 years, my first cost was 77 TL, it dropped to 27 TL. I am a long-term investor and we are always at a loss. I think you need to determine good policies to be a long-term investor in this company. There is insecurity in the stock. As an investor of this company, we are losing every day. I thought that if I became a long-term investor, I would win, but I have not seen this yet."
Meeting Chairman Sedat BOZANOĞLU took the floor;
"The management can intervene when it sees a danger to the company's stock. This is misunderstood in the market. It is a way of protecting the paper in a crisis. What you said has been taken into consideration."
17.The floor was opened to wishes and wishes.
Atilla HINTOĞLU took the floor;
"I am a Certified Public Accountant. I met this company last year and started researching. Mr. Korhan was in the same frame with the President of China and this impressed me. Because no other businessman had ever been in such a frame. He is really open and has enough income to cover fixed costs. Even if there is a crisis, I think it is a company that will survive by doing business with its own group. I have been in this market for 30 years. The company value dropped the moment the PDP announcement was made. I wanted to take a share in this decline. I promote the company everywhere as an ambassador of the company. While buybacks were announced in other group companies, it was not right that they were not announced in this company. Announcing a buyback for 2 companies and announcing a buyback 1 month after the other companies and bringing the average value to 40 TL undermines reliability."
"We work with big brokerage houses. There are confidentiality agreements within them too. We have the biggest institutions in TR. The size of this disclosure is also very important, yes GreenX is very important, but the size of the transactions is not that big. CMB stated that PDP should not be used as a marketing center. However, disclosures are made in cases that will affect the decision of the investor and affect the value of the company."
"PDP disclosures are made when there is a possibility that the investor's investment decision may be affected. In certain commercial agreements, the people we do business with attach importance to confidentiality. Therefore, we attach importance to making disclosures without entering into criminal conditions. I think the meeting was productive and I thank you all."
"I remember Ertuğrul KURDOĞLU with mercy. I have read his book 3 times since I received it from you. He had a great support for Turkey to be in this situation. First of all, I would like to thank you for managing the meeting in a transparent manner. You are carrying out these works by making great efforts during the crisis period. As small investors, we have 2 demands: dividends and buybacks. You are realizing both of them. There is a problem of PDP disclosure in other companies, I hope that the issues subject to criticism will be clarified. I thank all those who contributed. I hope this meeting will be beneficial."
Mr. Ümit CİNALİ took the floor and informed the shareholders about the significant investments that the Company has made and will make in the General Assembly activity period and in the upcoming activity period;
"Mr. Chairman, Distinguished Members of the Board of Directors and Esteemed Shareholders,
I would like to share with you our activities and the results we achieved in the 2023-2024 period. Despite the economic and geopolitical challenges that have the capacity to change our agendas instantly, our Company continued to achieve good results with its balanced, sustainable and growth-oriented business model and the devoted contributions of our employees.
2023 was a successful year for ATP with significant financial and operational gains. We achieved real growth in every area of our business. Leveraging the opportunities offered by digital transformation, we rapidly adapted to changing customer expectations and contributed to the achievement of organizations' agility, resilience and profitability goals.
Dear shareholders, the successful results we achieved in 2023 and 2024 are based on the dedicated work of the ATP family, our diversified business model and the highly leveraged investments we have made to sustain our success. With the support of our valued stakeholders, we will continue to focus on growth, innovation and sustainability in the future.
Thank you and I wish everyone a successful year." He said.
There being no one else wishing to speak, the meeting was declared adjourned at 15:10 by the Chairperson.
| Ministry Representative | Meeting Chairperson | |
|---|---|---|
| Dursun EKŞİ | Sedat BOZANOĞLU | |
| ______ | ______ | |
| Scribe | Vote Collection Officer | |
| Huriye TAM | Ezgi BAY | |
| _____ | ________ |
The purpose of the remuneration policy is to determine the principles of remuneration of the Board of Directors and senior management, taking into account the long-term goals of the Company, in accordance with the regulations to which the Company is subject and the provisions of the Articles of Association.
The Company complies with the Capital Markets Law No. 6362, Turkish Commercial Code No. 6102, capital markets legislation, other relevant legislation and regulations regarding remuneration, and pays attention to the implementation of Corporate Governance principles.
The Company complies with the Capital Markets Law No. 6362, Turkish Commercial Code No. 6102, capital markets legislation, other relevant legislation and regulations regarding remuneration, and pays attention to the realization of Corporate Governance Principles. The remuneration policy prepared for this purpose is available on the corporate website.
The members of the Company's Board of Directors may be paid a monthly fixed fee/attendance fee. The amount to be paid is determined at the general assembly meeting.
A fixed remuneration to be valid for all independent members of the board of directors is determined every year at the ordinary General Assembly meeting.
Dividends, share options or payment plans based on the Company's performance cannot be used in the remuneration of the independent board members who will provide effective support to the board of directors in all matters related to the operation of the Company. Considerable care is taken to ensure that the remuneration of the independent board members is at a level that will protect their independence.
Independent members of the Board of Directors are paid on a pro-rata basis, taking into account the time they have been in office as of their appointment and resignation dates.
Remuneration of Senior Management consists of two components: fixed and performancebased.
Fixed salaries of Senior Management are determined in accordance with international standards
and legal obligations, taking into account macroeconomic data in the market, wage policies prevailing in the market, the size and long-term goals of the company and the positions of the individuals.
Performance fees for Senior Management are calculated based on premium base, company performance and individual performance. Information on the criteria is summarized below:
In case of resignation of the senior management of our Company, a severance bonus may be paid by taking into consideration the period of employment, the period of time they served as a senior manager, the contribution they made, the last target bonus before the date of resignation, the salary and bonus paid in the last year. Bonus payments may be made in cash and/or other benefits to be determined at the discretion of the Board of Directors.
Remuneration and all other benefits provided to board members and managers having administrative responsibility are disclosed to the public through the annual report.
The reflections of the global economic environment on the Turkish capital markets and the possible negative effects of this situation may result in the prices of the partnership shares on Borsa Istanbul A.Ş. ("Borsa") not reflecting the actual performance of the partnership's activities, may cause the share price to fluctuate and may cause an unhealthy and unstable price formation. Furthermore, in such special periods, the buying of the Company's own shares may be a better investment choice compared to other investment alternatives. For this reason, it is aimed that the Company will follow the price movements in the Stock Exchange within the period of the authorization granted by the general assembly and the buyback program, and when deemed necessary by the board of directors, the Company will be able to invest by buying its own shares from the Stock Exchange. The buyback shares may also be utilized within the framework of the share acquisition plans in the event that share acquisition plans are established for the employees of the company.
The board of directors is fully authorized to execute the buyback program following the approval of the general assembly. Approval of the buyback program by the general assembly is an authorization given to the board of directors; approval of the program does not constitute a commitment that the buyback authority granted under the program will be used.
The board of directors may exercise the repurchase authorizations itself or may also delegate them to the real or legal persons and relevant company organs to be determined by it.
The buy-back program will be in effect for 3 (three) years from the date of entry into force. The Board of Directors is authorized not to start the share buyback program at all or to stop it at any time.
Maximum shares corresponding to 10% of our Company's paid/issued capital of 93,750,000 TL(ninetythree million seven hundred and fifty thousand Turkish Liras) may be subject to buyback within the scope of the relevant communiqué and regulations. In the event of a legislative change or capital increase within this period, transactions shall be carried out in accordance with the new capital or changed legislation. As of the approval date of this program, the maximum number of shares subject to buyback is 9,375,000 (nine million three hundred and seventy-five thousand).
The program will be terminated after the maximum number of shares subject to buyback is reached.
The lower price limit for the buyback of our Company's shares is 1 TL (One Turkish Lira) and the upper price limit is 1200% more than the "book value of shares" amount to be found by dividing the "equity" amount in the consolidated statement of financial position (balance sheet) disclosed to the public on the Public Disclosure Platform ("KAP") by the issued capital of our Company [((equity/issued capital) x (1+1200%)].
In the event that a transaction occurs that requires the adjustment of the Exchange price of the shares of our Company, the same adjustment will also be applied to the lower and upper price limits determined for the buyback of the shares of our Company. The lower and upper price limits subject to such adjustment will be announced on PDP with a material event disclosure.
The buyback shares and the bonus shares acquired due to these shares may be held indefinitely, provided that the conditions in the first and third paragraphs of Article 9 of the Communiqué are complied with.
The shares buy-backed contrary to the provisions of the Communiqué shall be disposed of within 1 (one) year at the latest as of the date of buy-back. Shares that cannot be sold during this period shall be redeemed through "capital reduction".
In addition to the issues stated in the number 1 "Purpose of the buyback" section, it is possible for our Company to sell its own shares on the Stock Exchange during or after the end of the buyback program, taking into account the provisions of the relevant legislation.
In matters not covered in this section, the provisions of the Communiqué shall be applied.
The total amount of funds subject to the buyback of our Company's shares is 100,000,000 TL (One hundred million Turkish Liras) to be covered from our Company's own resources. There is no commitment that this entire amount will be used for buyback.
The nominal value of the buyback shares shall not exceed 10% of the paid/issued capital of our Company amounting to 93,750,000 TL (ninety-three million seven hundred and fifty thousand Turkish Liras) and the total value of the buyback shares shall not exceed the total amount of our resources that can be subject to dividend distribution within the framework of the Capital Markets Board regulations. The buyback shares that are disposed of during this program will not be taken into account as a discount item in the calculation of the said ratio. Compliance with these conditions is the responsibility of the Board of Directors.
There are still 367,287.50 existing shares that have not been disposed of from the shares acquired by our Company within the scope of price stabilization after the public offering. The ratio of treasury shares to the capital is 0.4%.
The total amount of funds subject to the buyback of our Company's shares is TRY 100,000,000 (One hundred million Turkish Lira), which corresponds to approximately 5.95% of our total assets in our financial statements as of 30.06.2024. Within the scope of the buyback program, a part of the cash and/or cash equivalents of our Company will be used for the acquisition of our Company's own shares. In this context, the buyback program will not have a negative impact on the financial position and results of operations of our Company.
10. Information on subsidiaries that may exercise buy-back rights under the program, if any None.
| Lowest Share Price (TL) |
Highest Share Price (TL) |
Weighted Average Share Price (TL) |
||
|---|---|---|---|---|
| As of 09.09.2024 | ||||
| 3-Month | 101,30 | 149,00 | 122,82 | |
| Annual | 34,48 | 175,00 | 110,97 |
12. Benefits, if any, to be derived by related parties from this transaction None.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.