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COCA-COLA İÇECEK A.Ş. AGM Information 2023

Apr 19, 2023

5900_rns_2023-04-19_bfa05f34-fba3-488a-8fcd-6b8d3f42e4e1.html

AGM Information

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Summary Info Notification on the Registration of Our Company's 2022 Ordinary General Assembly Meeting
Update Notification Flag Yes
Correction Notification Flag No
Postponed Notification Flag No

General Assembly Invitation

General Assembly Type Annual
Begining of The Fiscal Period 01.01.2022
Ending Date Of The Fiscal Period 31.12.2022
Decision Date 13.03.2023
General Assembly Date 07.04.2023
General Assembly Time 11:00
Record Date (Deadline For Participation In The General Assembly) 06.04.2023
Country Turkey
City İSTANBUL
District ÜMRANİYE
Address Dudullu OSB Mah., Deniz Feneri Sok. No:4 Ümraniye 34776 İstanbul

Agenda Items

1 - Opening of the meeting, election of the Chairmanship Council

2 - Reading and discussion of the Integrated 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 2022 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 2022 activities of the Company

6 - Approval of the Board of Directors' proposal on distribution of profits

7 - Provided that the necessary permissions have been obtained from the Capital Markets Board and T.C. Ministry of Trade, discussion and approval of the Company Articles of Association numbered 3 and titled "Scope and Objective" on the amendment proposal as in the Annex-1

8 - Appointment of the Board of Directors, determination of their term of office and fees and decision to be given on lump sum payment to be made to directors for previous periods

9 - 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

10 - Informing the General Assembly on the donations made by the Company in 2022 and approval of monetary and in-kind donations made and planned to be made in 2023 by Our Subsidiary Coca-Cola Satış ve Dağıtım A.Ş. for the Kahramanmaraş centered earthquake affecting 11 cities, in accordance with the Capital Markets Board's regulations

11 - Informing the General Assembly on any guarantees, pledges, mortgages and surety issued by the Company in favour of third parties for the year 2022 and the income or benefit obtained by the Company, in accordance with the Capital Markets Board's regulations

12 - 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

13 - Granting authority to Members of the Board of Directors according to Articles 395 and 396 of Turkish Commercial Code

14 - Closing

Corporate Actions Involved In Agenda

Dividend Payment

General Assembly Invitation Documents

Appendix: 1 Ana-Sözleşme-Tadil-Metni.pdf - Article of Association Amendment Text
Appendix: 2 Articles-of-Association-Amendmend-Proposal.pdf - Article of Association Amendment Text

General Assembly Results

Was The General Assembly Meeting Executed? Yes
General Assembly Results The Ordinary General Assembly of Coca-Cola İçecek A.Ş. (CCI) relating to the 2022 financial year was held on April 7, 2023, and summary of items discussed and approved are as follows:

• Company's Financial Statements for the year 2022 prepared in accordance with the Capital Markets legislation and Integrated Annual Report were approved.

• Board Members were individually released from activities and operations of the Company pertaining to the year 2022.

• In 2022, our Company recorded a net income of TL 4,331,051,000.00 in the consolidated financial statements prepared in accordance with the Turkish Financial Reporting Standards. The distribution of a total TL 750,012,250.73 from distributable other sources, after legal liabilities are deducted starting from 22 May 2023 was approved. As per the decision, the remainder of 2022 net income will be added to the extraordinary reserves.

• The amendment proposal of the Company's Articles of Association, article 3 titled "Scope and Objective" and the obtaining of necessary approvals and permissions of Capital Markets Board and Trade Ministry of Turkish Republic was approved.

• Tuncay Özilhan, İlhan Murat Özgel, Talip Altuğ Aksoy, Mehmet Hurşit Zorlu, Kamilhan Süleyman Yazıcı, Agah Uğur, Rasih Engin Akçakoca, Ahmet Boyacıoğlu, Tayfun Bayazıt (Independent), Uğur Bayar (Independent), Lale Develioğlu (Independent) and Ali Galip Yorgancıoğlu (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 approved that an annual net remuneration of TL 504,000 to be paid to each independent board member; at the same time a one-time, 20% inflation adjustment payment of TL 84,000 for the 10 months serving time to be made to Independent Board Members was approved. No remuneration will be paid to the other board members for their role as a board member.

• The appointment of PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as an external independent auditor for the 2023 financial year, was approved.

• The shareholders were informed about the Company's donations of TL 45,264,318 to Anadolu Education and Social Aid Foundation and TL 450,716 to other charitable associations and tax-exempt foundations.

• Moreover, as per the Board of Directors' decision at 13.03.2023 on our subsidiary Coca-Cola Sales and Distribution A.Ş. to make up to 11.000.000,00-TL cash and 6.500.000,00-TL in kind donations in 2023 fiscal year and to send donations to earthquake zones impacted on earthquakes dated 06.02.2023 affecting 11 cities (Kahramanmaraş, Kilis, Hatay, Osmaniye, Adıyaman, Gaziantep, Şanlıurfa, Diyarbakır, Malatya, Adana, Elazığ) with the epicenter of which was Kahramanmaraş, directly or indirectly through organizations authorized to collect donations was approved.

• 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 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 Company or its subsidiaries thereof in 2022.

• 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.

The minutes of the General Assembly Meeting and the list of attendees are attached.
Are There Articles Of Association Amendment Relating To Company Head Office In Minutes Yes

Decisions Regarding Corporate Actions

Dividend Payment Discussed

General Assembly Registry

Were The Minutes Registered? Yes
Date of Registry 19.04.2023

General Assembly Result Documents

Appendix: 1 CCI GK 2022 Toplantı Tutanağı.pdf - Minute
Appendix: 2 CCI_GK_2022_Hazirun.pdf - List of Attendants

Additional Explanations

The resolutions taken at our Company's 2022 Ordinary General Assembly Meeting, held on April 7, 2023 have been registered by İstanbul Trade Registry Office on April 19, 2023