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COCA-COLA İÇECEK A.Ş. — AGM Information 2019
Apr 29, 2019
5900_rns_2019-04-29_92d9d449-003a-4295-bb59-724287b78ee0.html
AGM Information
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| Summary Info | Ordinary General Assembly Results |
| Update Notification Flag | Yes |
| Correction Notification Flag | No |
| Postponed Notification Flag | No |
General Assembly Invitation
| Type of General Assembly | Annual |
| Begining of The Fiscal Period | 01.01.2018 |
| End of The Fiscal Period | 31.12.2018 |
| Decision Date | 03.04.2019 |
| General Assembly Date | 29.04.2019 |
| General Assembly Time | 14:00 |
| Record Date | 28.04.2019 |
| Country | Turkey |
| City | İSTANBUL |
| District | ÜMRANİYE |
| Address | Dudullu OSB Mah. Deniz Feneri Sk. No:4 Ümraniye 34776 İstanbul |
Agenda Items
1 - Opening of the meeting, election of the Chairmanship Council
2 - Reading and discussion of the Annual Report prepared by the Board of Directors
3 - Reading of the Independent Audit Report
4 - Reading, discussion and approval of our Company's Financial Statements for the year 2018 prepared in accordance with the Capital Markets legislation
5 - Release of each and every member of the Board of Directors from liability with regards to the 2018 activities of the Company
6 - Approval of the Board of Directors' proposal on distribution of profits for 2018
7 - Appointment of the Board of Directors and determination of their term of office and fees
8 - Approval of the appointment of the Independent Audit Firm, selected by the Board of Directors, in accordance with Turkish Commercial Code and Capital Markets Board's regulations
9 - Informing the General Assembly on the donations made by the Company in 2018, in accordance with the Capital Markets Board's regulations
10 - Informing the General Assembly on any guarantees, pledges, mortgages and surety issued by the Company in favor of third parties for the year 2018 and the income or benefit obtained by the Company, in accordance with the Capital Markets Board's regulations
11 - Informing the General Assembly, on the transactions, if any, within the context of Article 1.3.6. of Annex-I of the Corporate Governance Communique (II-17.1.) of the of the Capital Markets Board
12 - Granting authority to Members of the Board of Directors according to Articles 395 and 396 of Turkish Commercial Code
13 - Closing
Corporate Actions Involved In Agenda
Dividend Payment
General Assembly Results
| Was The General Assembly Meeting Executed? | Yes |
| General Assembly Results | Ordinary General Assembly Results The Ordinary General Assembly of Coca-Cola İçecek A.Ş. (CCI) relating to the 2018 financial year was held on April 29, 2019 and summary of items discussed and approved are as follows: • Company's Financial Statements for the year 2018 prepared in accordance with the Capital Markets legislation were approved. • Board Members were individually released from activities and operations of the Company pertaining to the year 2018. • In 2018, our Company recorded a net income of TL 326,778,000 in the consolidated financial statements prepared in accordance with the Capital Markets Board of Turkey's accounting standards. Distribution of a total TL 300,157,522 gross dividends to be paid starting from May 31, 2019 was approved. After legal liabilities are deducted, TL 101,000,000 of this amount will be paid from 2018 net income, and TL 199,157,522 will be paid from extraordinary reserves. As per the decision, the remainder of 2018 net income will be added to the extraordinary reserves. • Tuncay Özilhan, Galya Fani Molinas, Talip Altuğ Aksoy, Kamilhan Süleyman Yazıcı, Kamil Ömer Bozer, Mehmet Cem Kozlu, Ahmet Boyacıoğlu, Mehmet Hurşit Zorlu, İzzet Karaca (independent), Ali Galip Yorgancıoğlu (independent), Uğur Bayar (independent) and Tayfun Bayazıt (independent) were elected to the Board of Directors for 1 year and until their successors are elected in the subsequent Ordinary General Assembly. It was resolved that an annual net remuneration of TL127,500 to be paid on a monthly basis for the 01.04.2019 - 31.03.2020 period to each independent board member; no remuneration will be paid to the other board members for their role as a board member. • The appointment of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (A Member of Deloitte Touche Tohmatsu Limited) as an external independent auditor for the 2019 financial year, was approved. • The shareholders were informed about the Company's total TL 424.176 donation to other nonprofit associations and tax-exempt foundations in 2018. CCI did not make any donations to Anadolu Education and Welfare Foundation (identified in the 15th article of the Articles of Association of our company) during 2018. • The shareholders were informed that there were no guarantees, pledges, mortgages and surety issued by the Company in favor of third parties for the year 2018 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 Annex-1 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 Copmpany or its subsidiaries thereof. • 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 was approved. Attached please find Dividend Distribution Table. |
Decisions Regarding Corporate Actions
| Dividend Payment | Discussed |
General Assembly Outcome Documents
| Appendix: 1 | Tutanak.pdf - Minute |
| Appendix: 2 | Hazirun-2018.pdf - List of Attendants |
| Appendix: 3 | CCI Kar Dagitim Tablosu.pdf - Other Result Document |
| Appendix: 4 | CCI Dividend Distribution Table.pdf - Other Result Document |
Additional Explanations
Ordinary General Assembly
On April 3, 2019, Coca-Cola İçecek A.Ş.'s (CCI) Board of Directors resolved that:
1. Our Company's shareholders be invited to the 2018 Ordinary General Assembly meeting to be held on April 29, 2019, at 14:00 at our headquarters, located in Dudullu OSB Mah. Deniz Feneri Sk. No:4 Ümraniye 34776 Istanbul to discuss the agenda items specified in Appendix 1, and to apply to the Ministry of Trade of the Republic of Turkey to invite the superintendent and to execute other necessary legal procedures,
2. Our Company's shareholders who are unable to attend the Ordinary General Assembly meeting to issue notary-certified powers of attorney to individuals who will represent them at the meeting in the form as specified in Appendix 2.