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DEVA HOLDİNG A.Ş. AGM Information 2022
8687_rns_2022-04-15_15a5ff1a-dbef-4c64-8ad3-f06dd3b206cd.pdf
AGM Information
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INFORMATION DOCUMENT ON ORDINARY GENERAL ASSEMBLY MEETING TO BE HELD ON 01 APRIL 2022 OF DEVA HOLDING ANONIM SIRKETI
Our Company's Ordinary General Assembly Meeting for 2021 will be held at the company headquarters (Halkalı Merkez Mah. Basın Ekspres Cad. No: 1 Küçükçekmece/Istanbul) at 10:00 on Friday, April 01, 2022, in order to discuss and decide on the following agenda items.
Additionally, in accordance with Article 12 of the Articles of Association, Ordinary General Assembly Meeting of Privileged Shareholders will be held on the same day and at the same place at 09:30 for the election of two members to the Board of Directors by the privileged shareholders before the General Assembly Meeting.
Our shareholders, who will personally attend or be represented by a proxy in the General Assembly meeting do not need to have their shares blocked in the Central Securities Depository ("CSD").
Shareholders of our company may attend the Ordinary General Assembly Meeting, either physically or electronically, in person or through their representatives. Attending electronically to the meeting is possible with the secure electronic signatures of the shareholders or their representatives. For this reason, the shareholders or their representatives who will make transactions in the Electronic General Assembly System ("EGAS") must have secure electronic signatures and must be registered in the "e-Investor: Investor Information Center" of the CSD.
In addition, shareholders or their representatives who wish to attend the meeting electronically must fulfill their obligations in accordance with the provisions of the "Regulation on General Assemblies to be Held Electronically in Joint Stock Companies" published in the Official Gazette dated 28 August 2012 and numbered 28395 and of the "Communiqué on the Electronic General Assembly System to be Applied in the General Assemblies of Joint Stock Companies" published in the Official Gazette dated 29 August 2012 and numbered 28396.
Shareholders who not be able to attend the meeting in person, either physically or electronically, are required to have the proxy letter (ANNEX-1) approved by the notary public pursuant to the provisions of the Capital Markets Board's Communiqué No. II-30.1 on "Voting by Proxy and Collecting Proxy by Call" and to issue them in accordance with the example below. A copy of the proxy letter can be obtained from the Company Headquarters and the company website at www.deva.com.tr. Shareholders who wish to attend the General Assembly in person in a physical environment will be able to exercise their rights regarding their shares registered in the "Shareholders List" in the Central Securities Depository (CSD) system, by presenting their identity cards.
Our shareholders who will attend the general assembly electronically via the Electronic General Assembly System be able to obtain information about the procedures and principles regarding participation, appointment of representatives, making suggestions, expressing opinions and voting from the website of the Central Securities Depository at https://www.mkk.com.tr
Consolidated Financial Statements, Annual Report of the Board of Directors, Independent Audit Report, Profit Distribution Proposal of the Board of Directors pertaining to the year 2021, will be made available for the review of the shareholders at least three weeks before the General Assembly Meeting, on the "Investor Relations" page of the company's headquarters and the company website at www.deva.com.tr. In addition, the information document containing the necessary explanations within the scope of the "Corporate Governance Communiqué" numbered II-17.1 of the Capital Markets Board will also be available together with the aforementioned documents on the Company website and EGKS.
Reference to Article 29 of the Capital Market Law and in accordance with article 8/b of General Assembly Working Principles and Procedures of Deva Holding, no separate invitation letter will be sent to the shareholders for the invitation to the General Assembly Meeting.
Submitted to the information of our esteemed shareholders.
ADDITIONAL EXPLANATIONS ON CAPITAL MARKETS BOARD REGULATIONS
The explanations required to be made in accordance with the "Corporate Governance Communiqué" with Serial: II, No: 17.1 are presented below for your information:
a) Information on the total number of shares reflecting the partnership structure of the partnership and the nature of the voting rights and privileges as of 09.03.2022, at the time of announcement:
Our Company's shareholding structure and voting rights as of 09.03.2022 is presented at the table below for your information:
| Shareholder's Name/Trade Name | Value of Shares (TL) | Ratio to Capital (%) | Voting Right | Percentage of Voting Right (%) |
|---|---|---|---|---|
| Eastpharma Sarl | 164.424.760,06 | 82,20 | 16.442.476.006 | 82,20 |
| Eastpharma Sarl (Group A) | 0,037 | 37 | ||
| Eastpharma Sarl (Group B) | 0,036 | 36 | ||
| Other shareholders | 35.594.527,62 | 17,80 | 3.559.452.762 | 17,80 |
| Other shareholders (Group A) | 0,013 | 13 | ||
| Other shareholders (Group B) | 0,014 | 14 | ||
| TOPLAM | 200.019.287,78 | 100,00 | 20.001.928.868 | 100,00 |
Our Company, which was established in 1958 with a capital of 500.000 TL, is a public company subject to the Capital Markets Law No. 6362, and our shares have been traded in the stock market since 1986. The company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law and adopted this system with the 18.3.1983 dated and 68/19 numbered permission of the Capital Markets Board. The registered capital ceiling of the company is 500.000.000.- (Five Hundred Million) TL, each divided into 50.000.000.000 (Fifty Billion) shares with a nominal value of 1 (one) Kr. The issued capital of the company consists of 20.001.928.778 shares with a nominal value of 1 (one) Kr each. From this amount, a total of 10 of them which 5 of this is group (A) and 5 of this is group (B) are registered and 20.001.928.768 of this is Group (C) and they are bearer.
Each of the A and B group privileged shares has ten times the voting right of the C group shares, and the A group shares also have privileges in the profit share. In addition, two members of the Board of Directors are elected by the A and B Group privileged shareholders among the candidates nominated by the A group privileged shareholders.
b) Information on the changes in the management and activities of the company and its subsidiaries that have taken place in the previous fiscal period or planned in the future fiscal periods that will significantly affect the partnership activities and the reasons for these changes:
There are no management and operational changes that will significantly affect the company's activities. On the other hand, material events disclosures made by our Company within the scope of the relevant legislation can be accessed from the "Announcements" tab on our website at http://www.deva.com.tr/tr/yatirim-duyurular and from http://www.kap.org.tr/
c) In case of dismissal, replacement or election of the members of the board of directors is on the agenda of the general assembly meeting, grounds of such dismissal or replacement and information with regard to the persons whose candidacy for membership of the board of directors has been submitted to the partnership; their resumes, their duties performed in the last ten years and reasons for leaving, partnership and the nature and level of materiality of the partnership's relationship with its related parties, whether they have independence and similar issues that may affect the partnership activities, in case these persons are elected as members of the board of directors:
In the 8th article of the agenda of the Ordinary General Assembly Meeting for the Fiscal Period of the year of 2021, there is an item regarding the election of the members of the Board of Directors. Resumes of the members of the Board of Directors of DEVA Holding A.Ş. can be found in Annex-2.
c) The written requests submitted by the shareholders of the partnership to the Investor Relations Department regarding the inclusion of an item on the agenda, the proposals that are not accepted and the reasons for rejection, in cases where the board of directors does not accept the agenda proposals of the partners:
No such request was submitted for the Ordinary General Assembly meeting, where the activities year of 2021 will be discussed.
d) In case of a change in the articles of association on the agenda, both the old and new forms of the amendments to the articles of association and with the decision of the relevant board of directors:
There is no change in the Articles of Association in our agenda.
EXPLANATIONS ON THE AGENDA ITEMS OF THE ORDINARY GENERAL ASSEMBLY MEETING DATED 01 APRIL 2022
1. Opening and election of the Chairmanship Council,
Election of the Chairman of the Meeting to manage the General Assembly Meeting will be made within the framework of the "Turkish Commercial Code No. 6102 ("TCC") and Regulation ("Regulation") on "The Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and Representatives of the T.R. Ministry of Commerce to be present at this meeting and the provisions of the General Assembly Internal Directive. At least one Minutes Clerk and sufficient number of Vote Collectors will be appointed by the Chairman of the Meeting within the framework of the provisions of the legislation.
2. Authorizing the Chairmanship Council to sign the General Assembly Meeting minutes,
In accordance with the provisions of the TCC, Regulation and Internal Directive, the Chairmanship Council of the Meeting will be authorized to sign the minutes of the General Assembly Meeting.
3. Reading, discussion of the Activity Report of the Board of Directors relating to fiscal year of 2021,
Within the framework of the regulations related to the TCC, the Regulation and the Capital Markets Law ("CML"), it will be submitted to the opinion of our shareholders at least three weeks before the general assembly meeting date at our Company Headquarters, on the Central Securities Depository Electronic General Assembly Portal ("EGKS"), on the Public Disclosure Platform (KAP) and on our Company's corporate website at www.deva.com.tr,
by giving information about the 2021 Annual Report, which also includes the corporate governance principles compliance report submitted for the review of the shareholders.
- Reading the Summary of Independent Audit Firm’s Report relating to fiscal year of 2021,
The General Assembly will be informed about the Independent Audit Report prepared in accordance with the regulations of the Turkish Commercial Code and the Capital Markets Board, which is submitted to our shareholders for review at our Company Headquarters, EGKS, KAP and the Company's corporate website at www.deva.com.tr, at least three weeks before the general assembly meeting date.
- Reading, discussion and decision on the Consolidated Financial Statements relating to fiscal year of 2021,
Within the framework of TCC, Regulation and CML and related regulations, at least three weeks before the general assembly meeting date, information about our Financial Reports which are submitted for the review of our shareholders at our Company Headquarters, in the EGKS, on the Public Disclosure Platform, and on the Company's corporate website at www.deva.com.tr, will be given and will be submitted for the opinion and approval of our shareholders. (ANNEX-3)
- Discussion and decision to release Board Members respectively from their activities held in the fiscal year of 2021,
In accordance with the provisions of the TCC and the Regulation, the release of our Members of the Board of Directors respectively for their activities, transactions and accounts in 2021 will be submitted to the approval of the General Assembly.
- Discussion and decision on the proposal of Board of Directors related to the profit for the fiscal year of 2021,
The company's fiscal period for 2021;
- According to the consolidated financial statements prepared in accordance with the provisions of the Capital Markets Board's communiqué numbered II-14.1, 1.170.087.476,52 TL after tax,
- According to the individual financial statements of DEVA Holding A.Ş., which is prepared within the framework of the relevant provisions of the Turkish Commercial Code and the Tax Procedure Law No. 213, resulted in a net profit of 1.175.529.699,37 TL after tax.
In accordance with the Capital Markets Legislation, all relevant legal regulations, Article 20 of the Articles of Association and our Company's profit distribution policy approved at the General Assembly Meeting dated 15.04.2019; the proposal in accordance with the decision of the Board of Directors dated 04.03.2022 and numbered 2022/7 in relation to the distribution as of April 11, 2022, of the total of the first and second dividends with a gross profit of 30.002.893,17 TL (Thirty million two thousand eight hundred ninety three %17 Turkish Liras) corresponding to a gross cash dividend of TL 0.15 (net TL 0.1350) for each share with a nominal value of 1 TL which corresponds to approximately $2.56\%$ of the total distributable net profit for the period (15% of the issued capital) for the fiscal period of 2021 and of the profit to be given to other beneficiaries in accordance with the profit distribution table prepared within the framework of the Articles of Association and relevant legal regulations, will be discussed and decided. (ANNEX-4)
- Election of the members of the Board of Directors and determination of their duty period,
In accordance with the CML regulations, the TCC and the Regulation, new members of the Board of Directors whose terms have expired will be elected, taking into account the principles regarding the election of the members of the Board of Directors in our Articles of Association.
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According to Article 12 of Articles of Association, two of the Members of the Board of Directors will be selected by the A and B Group Privileged Shareholders among the candidates nominated by the A Group Privileged Shareholders.
In accordance with the "Corporate Governance Communiqué" of the Capital Markets Board No. II-17.1, 2 members of the Board of Directors must meet the independence criteria defined in the communiqué.
In this context, in the report of our Corporate Governance Committee, which evaluates the candidates submitted to it, Mr. Eşref Güneş Ufuk ve Ms. Sengül Soytaş have been determined as the independent members of the Board of Directors with the positive opinion of the Capital Markets Board dated 04.02.2022 and numbered E-29833736-110.07.07-16797 and the decision of the Board of Directors. Our candidates meet the independence criteria of the CML and their declarations of independence are presented in ANNEX-5.
9. Determination of the Board members' honorarium,
Within the scope of our Company's Remuneration Policy, the monthly gross salary of the members of the Board of Directors in the 2022 activity year will be decided by the shareholders.
10. Discussion and decision on the election of the Independent Audit Firm for 2022 accounts and operations proposed by the Board of Directors in accordance with the Turkish Commercial Code and Capital Markets Board,
In accordance with the regulations of the TCC and the Capital Markets Board, it has been decided in the decision of the Board of Directors dated 09.03.2022 and in line with the recommendation of the Audit Committee that DRT Bağımsız Denetim Ve Serbest Muhasebeci Mali Müşavirlik A.Ş. shall be elected to carry out other activities within the scope of the regulations regarding the auditing of the financial reports of our company for the 2022 fiscal period and this election will be submitted to the approval of the General Assembly. (ANNEX-6)
11. Informing shareholders on the donation and charities made in 2021,
Pursuant to Article 6 of the Capital Markets Board's Communiqué on Dividends numbered II.19.1, donations made during the year must be submitted to the information of the General Assembly and donations and aids in the amount of 986,611 TL made to public institutions and various institutions and associations in 2021 will be submitted to the information of the shareholders.
12. Discussion and determination on the donation limit for the fiscal year of 2022
Pursuant to the 5th paragraph of the 19th article of the Capital Markets Law numbered 6362 and in accordance with the 6th article of the Capital Markets Board's Dividend Communiqué numbered II.19.1, the limit of donations to be made in 2022 will be determined by the general assembly.
13. Discussion and authorization of members of the Board of Directors with regards to conducting transactions stated under Articles 395 and 396 of the Turkish Commercial Code,
It is possible for our members of the Board of Directors to carry out transactions within the framework of the first paragraph of Article 395 titled "Ban on Transactions with and Indebtedness to Company" and Article 396 titled "Non-Competition" of the TCC, only with the approval of the General Assembly. Grant of the said authorization will be submitted to the approval of the shareholders.
14. Informing the shareholders regarding the transactions falling in the scope of the principle in Article 1.3.6. of the Communiqué on Corporate Governance numbered II-17.1 of Capital Markets Board
In accordance with the mandatory Corporate Governance Principle no. 1.3.6. of CMB, in the case where shareholders holding management control, members of the board of directors, managers with administrative responsibility and their spouses and relatives by marriage and by blood up to the second degree make a material transaction that may cause a conflict of interest with the partnership or its subsidiaries and/or make a transaction of a commercial business type that is within the scope of the business of the partnership or its subsidiaries on their own or someone else's account or enter as an unlimited liability partner in another partnership dealing with the same type of commercial business; the said transactions are included in the agenda of the general assembly as a separate agenda item and recorded in the minutes of the general assembly in order to give detailed information on the subject at the general assembly.
Our shareholders will be informed about transactions of this type realized during the year.
15. Informing the shareholders about the sureties, pledges, securities and warranties and derived income given by Company to the benefit of 3. parties in 2021,
Pursuant to the provision of Article 12 of the "Corporate Governance Communiqué" of the Capital Markets Board No. II-17.1; income and benefits obtained through sureties, pledges, securities and warranties derived by our company and its subsidiaries in favor of third parties should be included in the agenda of the ordinary general assembly meeting as separate items and this matter is included in footnote 18 of our consolidated financial statements dated 31.12.2021.
16. Closure.
ANNEX: 1 Proxy Letter,
ANNEX: 2 Resumes of Candidates for Membership of Board of Directors
ANNEX: 3 Consolidated Financial Statements
ANNEX: 4 Table of Profit Distribution,
ANNEX: 5 Declaration of independence of independent board member candidates,
ANNEX: 6 Board of Directors Decision on the Election of Independent Auditors for the year 2022
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ANNEX:1
PROXY LETTER
DEVA HOLDING A.Ş.
We, hereby designate ... who is described in detail below, as my representative authorized to represent me, to vote, to make proposals and to sign the necessary documents in line with the views I have stated below, at the ordinary general assembly meeting of Deva Holding A.Ş. to be held on Friday, April 01, 2022, at 10:00, at the company headquarters (Halkalı Merkez Mah. Basın Ekspres Cad. No:1 Küçükçekmece/Istanbul).
Attorney's(*);
Name Surname/Trade Title:
TR Identity No/Tax No, Trade Registry and Number and MERSIS number:
(*)For attorneys of foreign nationality, it is obligatory for them to submit the aforementioned information of its equivalents, if any.
A) SCOPE OF REPRESENTATION
For the sections 1 and 2 given below, one of the options (a), (b) or (c) should be chosen to determine the scope of the representation authority.
- Subjects related to the Agenda of the General Assembly;
a) The attorney is authorized to vote in line with his/her own opinion.
b) The attorney is authorized to vote in line with the proposals of the partnership management.
c) The attorney is authorized to vote in accordance with the instructions given in the table below.
Instructions:
In case option (c) is chosen by the shareholder, instructions specific to the agenda item are given by marking one of the options (approval or denial) opposite the relevant general assembly agenda item and if the rejection option is selected, the said instructions are given by stating the dissenting opinion, if any, which is requested to be written in the minutes of the general assembly.
| Agenda Items (*) | Approval | Denial | Dissenting Opinion |
|---|---|---|---|
| 1- Opening and Election of Chairmanship Council | |||
| 2- Authorization of the Chairmanship Council to sign the general assembly meeting minutes, | |||
| 3- Reading and discussion of the Activity Report of the Board of Directors relating to fiscal year of 2021, | |||
| 4- Reading the Summary of the Independent Audit Firm's Report relating to fiscal year of 2021, | |||
| 5- Reading, discussion and decision on the Consolidated Financial Statements relating to fiscal year of 2021, | |||
| 6- Discussion and decision to release Board Members respectively from their activities held in the fiscal year of 2021, | |||
| 7- Discussion and decision on the proposal of Board of Directors related to the profit for the fiscal year of 2021, | |||
| 8- Election of the members of Board of Directors and determination of their duty period, | |||
| 9- Determination of Board members’ honorarium, |
| 10- Discussion and decision on the election of the Independent Audit Firm for 2022 accounts and operations proposed by the Board of Directors in accordance with the Turkish Commercial Code and Capital Markets Board, | |||
|---|---|---|---|
| 11- Informing shareholders on the donation and charities made in 2021, | |||
| 12- Discussion and determination on the donation limit for the fiscal year of 2022, | |||
| 13- Discussion and authorization of members of the Board of Directors with regards to conducting transactions stated under Articles 395 and 396 of the Turkish Commercial Code, | |||
| 14- Informing the shareholders regarding the transactions falling in the scope of the principle in Article 1.3.6. of the Communiqué on Corporate Governance numbered II-17.1 of Capital Markets Board, | |||
| 15- Informing the shareholders about the sureties, pledges, securities and warranties and derived income given by Company to the benefit of 3. parties in 2021, | |||
| 16- Closure |
- Special instruction regarding other issues that may arise in the General Assembly meeting and especially the use of minority rights:
a) The attorney is authorized to vote in line with his/her own opinion.
b) The attorney is not authorized to represent in these matters.
c) The attorney is authorized to vote in accordance with the following special instructions.
SPECIAL INSTRUCTIONS; Special instructions, if there is any, to be given by the shareholder to the attorney are stated herein.
B) The shareholder chooses one of the options below and specifies the shares he/she wants the attorney to represent. - I hereby confirm that the attorney represents the shares specified in detail below:
a) Order and serial:
b) Number/Group:
c) Quantity-Nominal value:
ç) Whether they have voting privileges:
d) Whether in Bearer-Registered from:
e) Ratio of shareholder to total shares/voting rights: - Such information is not required for the dematerialized shares.
** For the dematerialized shares, information about the group, if any, will be given instead of the number. - I hereby confirm the representation by the attorney of all of my shares in the list of shareholders who able to attend the general assembly prepared by CRA the day before the general assembly day.
NAME SURNAME or TITLE OF THE SHAREHOLDER (*)
TR Identity No/Tax No, Trade Registry and Number and MERSIS number:
Address:
(*) For foreign shareholders, it is obligatory to submit the aforementioned information or its equivalents, if any.
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ANNEX: 2 Resumes of Candidates for Membership of Board of Directors
Philipp Haas
Philipp Haas, took his MBA with a major in banking from St. Gallen Economy, Law and Business Administration University. He is fluent in German, English, French, Spanish, Portuguese, Italian and Turkish. Philipp Haas who has been working as investment advisor and manager since 1992 has a broad experience in the Eastern European countries and Turkey in particular. Having taken part in several restructuring projects in Ukraine and Turkey, Philipp Haas acted as member of several board of directors as representative of foreign corporate investors during the 90s, and Rogan Brewery of Ukraine and Net Holding of Turkey may be mentioned among others. Philipp Haas who has had a vast experience in pharmaceutical industry has provided funds with pharmaceutical industry advisory and helped them direct their investments into Eastern Europe. These included Slovakopharma, which changed its name to Zentiva subsequently. Currently serving as Chairman of Board of Directors of EastPharma Ltd., DEVA Holding, Saba İlaç Sanayi ve Ticaret A.Ş., New Life Yaşam Sigorta A.Ş., EastPharma İlaç Üretim Pazarlama San. ve Tic. A.Ş. and a member of Board of Directors at EastPharmaSarl. He also serves as a director in Devatis Limited, Devatis GmbH, Devatis A.G and Devatis Inc.
Mesut Çetin
Mesut Çetin started his professional career within GEM Global Equities Management S.A., a fund management company, in 1999, and has served in various positions as clearing, research assistant, trader and management. Within the same group, he served actively in several private equity projects, and assumed the duty of project supervision in some projects. Mesut Çetin is the member of the BOD in Eastpharma Ltd. Ltd and Saba İlaç Sanayi ve Ticaret A.Ş. He also performs the duty of CFO in various companies within the group. Mesut Çetin is the graduate of Mathematics Teaching at Boğaziçi University and completed his EMBA program at Koç University.
Ayşecik Haas
Ayşecik Haas completed her license degree in Electrical-Electronic Engineering in Doğu Akdeniz University after graduating Ankara Private Yükseliş College in 1991, then took her master degree in Economics branch in Texas Tech University. Having commenced the work life at various positions relating to engineering in Emek Elektrik and Beko Elektronik in Turkey, Ayşecik Haas worked in finance sector in New York after taking Economy Master degree after which she worked as investment specialist in Hattat Holding for a short period of time. Having commenced to perform as General Manager of NAR Group, a media company, in 2008, Ayşecik Haas is currently continuing this task.
Güneş Ufuk
Güneş Ufuk had worked within the sales and marketing departments of a number of Swiss companies after studying at the faculty of Business of Administration, St. Gallen University in Switzerland. He also worked in top management functions at Kemer Golf&Country Club, Superonline and YKS (which is also an affiliate of the Çukurova Group of Companies). Upon putting an end to his professional career at Kemer Golf & Country Club while working as in General Manager Position, Ufuk started a new career as a consultant. He had worked as an Executive Officer and Consultant within MCT Company for over 6 years; and then founded k2 Consulting Company in April 2010 and provided various companies in Turkey with Management Consultation service as a Trainer and Speaker. By providing services with his k2 Consultancy team to 100+ leading companies operating in various areas in Turkey, Ufuk has become an expert in the fields of "Sales and Marketing", "Leadership" and "Strategy". He is one of the founding partners of K2C Consulting Company which was founded in 2015, and continues his operations at K2C Consulting Company.
Sengül Soytaş
Sengül Soytaş received her bachelor's degree in business administration from Middle East Technical University, and completed master's degree program ranking 1st in business administration's class at Indiana State University. She embarked on her professional career as a research assistant at Small Business Development Center, Indiana State University, and after repatriating to Turkey, she worked briefly as an Export Professional at Emek Elektrik A.Ş.. She later worked in Marketing Specialist, Marketing Supervisor and International Marketing Manager roles at Vestel Ticaret A.Ş., overseeing project groups and the implementation of several large-scale marketing projects. Since June 2015, she has been advising companies in various industries on international marketing and business development to support their operations in international markets.
ANNEX: 3 Consolidated Financial Statements
https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/KF5R6aTnSlkZ7T5yVbTQ.pdf
ANNEX: 4 Table of Profit Distribution
| DEVA HOLDING A.Ş. | |||
|---|---|---|---|
| 2021 Profit Distribution Table (TL) | |||
| 1 | Issued Capital | 200.019.287,78 | |
| 2 | General Legal Reserve (based on legal records) | 40.003.857,56 | |
| If privilege exists in profit distribution in accordance with the Articles of Association, information relating to privilege | 10% of the profit amount to be determined in accordance with the principles of article 20 of the articles of association is distributed to privileged shareholders of A group. | ||
| Based on CMB | Based on Legal Records (LR) | ||
| 3 | Profit for the Period | 1.158.328.215,97 | 1.180.857.936,90 |
| 4 | Taxes (-) | 11.759.260,55 | (5.328.237,53) |
| 5 | Net Profit for the Period | 1.170.087.476,52 | 1.175.529.699,37 |
| 6 | Losses from the Previous Periods (-) | 0 | 0 |
| 7 | General Legal Reserve (-) | 0 | 0 |
| 8 | Net Distributable Profit/Loss for the Period | 1.170.087.476,52 | 1.175.529.699,37 |
| 9 | Donations made within the year (+) | 986.610,83 | |
| 10 | Net Distributable Profit for the Period with Donations added | 1.171.074.087,35 | |
| 11 | First Dividend to Shareholders | ||
| -Cash | |||
| -Without charge | |||
| -Total | 10.000.964,39 | ||
| 10.000.964,39 | |||
| 12 | Dividend distributed to Privileged Shareholders | 115.808.631,93 | |
| 13 | Other Distributed Dividend | ||
| - To the Members of the Board of Directors | |||
| - To the Employees | |||
| - To persons other than Shareholders | 57.916.410,80 | ||
| 14 | Dividend distributed to Shareholders | ||
| 15 | Second Dividend to Shareholders | 20.001.928,78 | |
| 16 | General Legal Reserve | 19.372.697,15 | |
| 17 | Statutory Reserves | 0 | |
| 18 | Special Reserves | 0 | |
| 19 | Extraordinary Reserves | 946.986.843,47 | |
| 20 | Other Resources Foreseen to be Distributed | ||
| -Previous Years Profit | |||
| -Extraordinary Reserves | |||
| -Other Distributed in accordance with Law and Articles of Association |
TABLE OF PROFIT RATES DETAILS OF PROFIT PER SHARE
| GROUP | TOTAL PROFIT DISTRIBUTED | TOTAL PROFIT DISTRIBUTED/NET DISTRIBUTABLE PROFIT FOR THE PERIOD | PROFIT CORRESPONDING TO SHARE WITH NOMINAL VALUE OF TL 1 | |||
|---|---|---|---|---|---|---|
| Cash (TL) | Free (TL) | Rate (%) | Amount (TL) | Rate (%) | ||
| NET | A (*) | 104.227.768,73 | 0 | 8,91 | 20.845.553,75 | 2084555375 |
| B | 0,00675 | 0 | 0,00 | 0,1350 | 13,50 | |
| C | 27.002.603,85 | 0 | 2,31 | 0,1350 | 13,50 | |
| TOTAL | 131.230.372,59 | 0 |
(*) Although the "Profit Share Ratios" table requires that the cash dividend to be paid to the share with a nominal value of 1 TL be shown, the A group, the amount and rate corresponding to the 1 kuru preferred share are shown in the relevant part of the table, since the nominal value of the privileged shares belonging to our company is 1 kuru.
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ANNEX: 5 Declaration of independence of independent board member candidates
STATEMENT OF INDEPENDENCE
DEVA Holding A.Ş. To the Corporate Governance Committee,
Since I have been nominated as an independent member of the Board of Directors candidate to be discussed at DEVA's ordinary general assembly meeting for the 2021 accounting period, I have fulfilled the conditions stated in the principles below within the scope of article 4.3.6 in the principles part of the Capital Markets Board's Corporate Governance Communiqué No. II.17.1 and I comply with these principles. I confirm, declare and undertake that I will act accordingly.
a) No employment, capital or trade relation was established of a significant nature either directly or indirectly, within the past five years between myself, my spouse and blood relatives up to second degree, or relatives by marriage and DEVA Holding, A.Ş., any of the related parties of DEVA Holding A.Ş., or legal persons with which shareholders holding a share of 5% or more in the capital of DEVA Holding, A.Ş. have relationship
b) I have not worked nor performed duty as the member of the board of directors in companies carrying on the operation and organization of the company wholly or partially within the framework of agreements made, mainly in companies carrying out auditing, rating and consultancy of DEVA Holding, A.Ş. within the past five years,
c) I have the sufficient professional education, knowledge and experience to perform duly the tasks I will assume as an independent member of the board of directors,
d) I will not work full-time at public institutions and establishments after being elected as a member, except for academic membership of university in accordance with the legislation.
e) I am resident of Turkey in accordance with the Income Tax Law dated 31.12.1960 no. 193.
f) I have the strong ethical standards, professional reputation and experience to be able to make positive contributions to the operations of DEVA Holding A.Ş., to protect my independence in conflicts of interest between shareholders and to take decision freely taking into consideration benefit rights,
g) I will allocate sufficient time to follow-up the functioning of the activities of DEVA Holding A.Ş. and to fully meet the requirements of my duties,
h) I have not served as a member of the Board of Directors for more than 6 years within the last 10 years,
i) I do not serve as an independent member of the Board of Directors of more than three companies the management control of which is held by the shareholders who have the control or management control of the Company, or of more than a total of five companies that are publicly traded.
j) I have not been registered and announced on behalf of the legal person elected as a member of the Board of Directors.
I kindly submit to the knowledge of our board of directors, partners and all related parties.
Yours truly
Date: 19.01.2022
Name, surname: Sengül Soytaş
Signature:
12
STATEMENT OF INDEPENDENCE
DEVA Holding A.Ş. To the Corporate Governance Committee,
Since I have been nominated as an independent member of the Board of Directors candidate to be discussed at DEVA's ordinary general assembly meeting for the 2021 accounting period, I have fulfilled the conditions stated in the principles below within the scope of article 4.3.6 in the principles part of the Capital Markets Board's Corporate Governance Communiqué No. II.17.1 and I comply with these principles. I confirm, declare and undertake that I will act accordingly.
a) No employment, capital or trade relation was established of a significant nature either directly or indirectly, within the past five years between myself, my spouse and blood relatives up to second degree, or relatives by marriage and DEVA Holding, A.Ş., any of the related parties of DEVA Holding A.Ş., or legal persons with which shareholders holding a share of 5% or more in the capital of DEVA Holding, A.Ş. have relationship
b) I have not worked nor performed duty as the member of the board of directors in companies carrying on the operation and organization of the company wholly or partially within the framework of agreements made, mainly in companies carrying out auditing, rating and consultancy of DEVA Holding, A.Ş. within the past five years,
c) I have the sufficient professional education, knowledge and experience to perform duly the tasks I will assume as an independent member of the board of directors,
d) I will not work full-time at public institutions and establishments after being elected as a member, except for academic membership of university in accordance with the legislation.
e) I am resident of Turkey in accordance with the Income Tax Law dated 31.12.1960 no. 193.
f) I have the strong ethical standards, professional reputation and experience to be able to make positive contributions to the operations of DEVA Holding A.Ş., to protect my independence in conflicts of interest between shareholders and to take decision freely taking into consideration benefit rights,
g) I will allocate sufficient time to follow-up the functioning of the activities of DEVA Holding A.Ş. and to fully meet the requirements of my duties,
h) I have not served as a member of the Board of Directors for more than 6 years within the last 10 years,
i) I do not serve as an independent member of the Board of Directors of more than three companies the management control of which is held by the shareholders who have the control or management control of the Company, or of more than a total of five companies that are publicly traded.
j) I have not been registered and announced on behalf of the legal person elected as a member of the Board of Directors
I kindly submit to the knowledge of our board of directors, partners and all related parties.
Yours truly
Date: 19.01.2022
Name, surname: Eşref Güneş Ufuk
Signature:
Eşref Güneş Ufuk
ANNEX: 6 Board of Directors Decision on the Election of Independent Auditors for the year 2022
MEEETING: 2022/09
MEETING DATE : 09.03.2022
ATTENDEES : Philipp Daniel Haas
Mesut Çetin
Ayşecik Haas
Eşref Güneş Ufuk
Sengül Soytaş
AGENDA : Determination of Independent Audit Company for audit of our Company's financial statements for year 2022 and to undertake audit function.
RESOLUTION : The Board of Directors have discussed below issue and resolved as follows.
As a result of evaluation considering the opinion of our Company's Audit Committee, it was resolved that DRT Bağımsız Denetim Ve Serbest Muhasebeci Mali Müşavirlik A.Ş has been elected as independent audit firm in order to fulfill audit duties for year 2022 pursuant to the relevant provisions of Turkish Commercial Code no:6102 and to audit our company's financial statements for the year 2022 pursuant to the principles set forth under Capital Markets Law no:6362 and such election to be submitted to the approval of General Assembly during the Ordinary General Assembly Meeting which will be held in 2022.
The meeting was adjourned as there was no other item on the agenda to be discussed.
| Chairman | Vice Chairman | Member | Member | Member |
|---|---|---|---|---|
| Philipp Daniel Haas | Mesut Çetin | Ayşecik Haas | Sengül Soytaş | Eşref Güneş Ufuk |