Annual Report • Mar 7, 2025
Annual Report
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DEVA HOLDİNG A.Ş. ANNUAL REPORT 2024
| DEVA Holding in Brief | 05 |
|---|---|
| Financial Indicators | 06 |
| Message by the CEO | 07 |
| Board of Directors and Senior Executives | 8-11 |
| Organization Chart | 12-13 |
| Shareholding Structure and Subsidiaries | 14 |
| Mission, Vision and Main Principles | 15 |
| Notes from the Pharmaceutical Industry | 16-17 |
| DEVA in 2024 | 18-23 |
| Human Resources and Development | 24-25 |
| Manufacturing Facilities | 26-38 |
| DEVA Türkiye Regulatory Affairs & Market Access | 39 |
| DEVARGE | 40 |
| Vetaş | 42 |
| Administrative Activities | 43-46 |
| Investments | 47 |
| DEVA Subsidiaries and Related Companies | 48-50 |
| Conclusion | 52 |
| Statement | 53 |
| Corporate Governance Practices | 54-76 |
| Sustainability Principles Compliance Report | 77-81 |
| Information for the Shareholders | 82 |
| Profit Distribution Table | 83 |
| Independent Auditor's Report | 84-85 |
Founded in 1958, DEVA Holding is one of Türkiye's wellestablished pharmaceutical manufacturers. Its core business includes the production and marketing of human pharmaceuticals and raw materials, while also manufacturing veterinary medicines, eau de cologne, and medical ampoules.
DEVA Holding, which had its majority shares acquired by Eastpharma Ltd. in 2006, is pacing rapidly toward its goal of being the first choice by offering innovative and unique products with a high-quality experience by creating giant pharmaceutical brands in areas where it competes, in order to make healthy living accessible to everyone around the world. With the new therapies it offers, DEVA Holding makes a difference by expanding its product diversity every year.
Currently, its product portfolio contains more than 675 products in 14 therapeutic areas, ranging from oncology to cardiology, respiratory system and ophthalmology, as well as medical devices.
With progressively expanding regional growth and export operations, DEVA Holding is the holder of 1.404 marketing authorizations in 82 countries, including the USA, Switzerland, and Germany.
DEVA Holding focuses on research and development to improve access to medicines for patients who need them, and all of its manufacturing facilities are certified compliant with the European GMP (Good Manufacturing Practice) and US FDA (Food and Drug Administration). DEVA Holding currently exports pharmaceuticals and pharmaceutical raw materials to more than 60 countries.
DEVA Holding develops high-quality and innovative products with its award-winning R&D center, DEVARGE, strong staff of well-trained employees who are experts in their respective fields, and full-fledged laboratories and manufacturing sites equipped with cutting-edge technology.
With its manufacturing capabilities, DEVA Holding has become the domestic corporation with the most comprehensive production capabilities in Türkiye. Undertaking manufacturing operations at facilities in Çerkezköy and Kartepe, DEVA Holding holds an annual output capacity of 620 million units of medicines. While producing for public health, DEVA Holding also adopts the understanding of sustainability for the effective and efficient use of resources, and considers environmental sensitivities in its activities. DEVA Holding manages human rights, occupational health and safety, energy efficiency and waste with great care, and continues its activities with the awareness of leaving a more livable world to future generations with its employees who possesses environmental awareness and sustainability approach.
Continuing to work for a healthy and sustainable future, DEVA Holding also supports social responsibility projects, especially in the fields of education, public health and the environment.
Dear Stakeholders,
The year 2024 has been a period where different dynamics have come to the forefront in both global and local economies. Global uncertainties triggered by geopolitical tensions, inflationary pressures, and rising input costs have challenged economic balances. Despite these challenging conditions, DEVA Holding has successfully maintained its market position and demonstrated a sustainable performance. According to IQVIA data, in 2024, we ranked 3rd with a 5.3% market share in unit sales and 6th with a 2.9% market share in TL sales, reaffirming our strong presence in the industry.
For 66 years, DEVA has been committed to ensuring accessible healthcare for all. With our responsibility to build a sustainable future in mind, we continue to expand our portfolio and broaden our therapeutic areas. In 2024, we strengthened and diversified our portfolio with innovative products across 10 different therapeutic areas, particularly in cardiovascular system, dermatology, ophthalmology, hematology, systemic anti-infectives, and the nervous system. With our reliable, effective, and costefficient equivalent medicines, we remain dedicated to meeting the needs of patients in both Turkey and global markets.
Our three major production facilities in Çerkezköy and Kartepe, with an annual production capacity of 620 million units, successfully passed numerous inspections conducted by national and international health authorities in 2024. With EU GMP and US FDA approvals, we continue to manufacture at high global standards and make our products accessible to patients worldwide. In 2024, we further strengthened our presence in international markets, reaching a total of 1,404 product registrations across 82 countries. We expanded our portfolio in key regions such as Germany, New Zealand, Mexico, and the Middle East, reinforcing our competitive edge.
At the core of our sustainable success lies our unwavering commitment to R&D. Maintaining our leadership in this field, we were recognized as the pharmaceutical company with the highest R&D expenditure in Turkey in Turkishtime's 2024 R&D 250 Report. With state-of-the-art laboratories and a team of 504 expert researchers, we continue to develop more effective and safer treatments for patients worldwide.
At DEVA, sustainability is not merely a goal but a fundamental principle embedded in our operations. We prioritize sustainability across every stage of our production, distribution, and supply chain. By utilizing our resources efficiently and fulfilling our environmental responsibilities, we aim to further expand access to medicine and contribute to global public health.
Dear Stakeholders,
With 66 years of experience, a strong leadership team, more than 3000 skilled employees, and an innovation-driven approach, we continue to make a difference in a rapidly evolving world. The successes we have achieved in the past fuel our determination for change, transformation, and innovation. Moving forward, we will remain committed to contributing to global healthcare and delivering value to all our stakeholders.
With my deepest regards,
Philipp Haas Chairman of the Board of Directors & CEO
| FINANCIAL INDICATORS | ||
|---|---|---|
| Primary financial and operational indicators (TRY) | 31.12.2024 | 31.12.2023 |
| Total assets | 29,729,320,586 | 32,404,333,087 |
| Total liabilities | 8,918,261,056 | 11,060,692,640 |
| Total equity capital | 20,811,059,530 | 21,343,640,447 |
| 01.01.2024-31.12.2024 | 01.01.2023-31.12.2023 | |
| Sales revenue (net) | 15,458,482,050 | 16,358,568,181 |
| Real operating profit | 2,799,732,774 | 2,901,268,346 |
| Net profit | 69,419,646 | 4,887,825,625 |
| Basic rations (%) | 31.12.2024 | 31.12.2023 |
| Current ratio | 1.61 | 1.66 |
| Liquidity ratio | 0.99 | 1.07 |
| Precision ratio | 0.45 | 0.51 |
| Liabilities/Assets total (Financial leverage rate) | 0.30 | 0.34 |
| Equity/debt ratio | 2.33 | 1.93 |
| 01.01.2024-31.12.2024 | 01.01.2023-31.12.2023 | |
|---|---|---|
| Gross profit margin | 0.40 | 0.42 |
| Net profit margin (sales profitability) | 0.00 | 0.30 |
| Equity profit margin (equity profitability) | 0.00 | 0.23 |
The Company's: Registered Capital Cap : TRY 500,000,000 Issued Capital : TRY 200,019,288
Total Exports (Million TRY) Total Domestic Pharmaceutical Sales (Million TRY)
| DEVA HOLDİNG A.Ş. SHAREHOLDING STRUCTURE (31.12.2024) | ||||
|---|---|---|---|---|
| Corporate Name | Holdings (TRY) | Rate of Share % | ||
| EastPharma S.a.r.l | 164,424,760 | 82.20 | ||
| Other Shareholders | 35,594,528 | 17.80 | ||
| TOTAL | 200,019,288 | 100.00 |
| 2022 | 190.7 |
|---|---|
| 2023 | 205.2 |
| 2024 | 200.2 |
Chairman of the Board of Directors and CEO
Deputy Chairman of the Board of Directors and CFO
Chairman of the Board of Directors and CEO of DEVA Holding, Philipp Haas took MBA degree in the specialty of banking at St. Gallen Economy, Law and Business Administration University. He speaks German, English, French, Spanish, Portuguese, Italian and Turkish fluently. Having served as investment consultant and director since 1992, Philipp Haas has a broad experience in markets of Eastern European Countries and particularly Turkish market. Having taken part in many restructuring projects in Ukraine and Türkiye, Philipp Haas performed membership of many boards of directors on behalf of foreign corporate investors in 90s, among which are Rogan Brewery in Ukraine and Net Holding in Türkiye. Having a broad experience in pharmaceutical industry, Philipp Haas served as consultant to funds in pharmaceutical industry in developing markets and oriented their investments to Eastern Europe. Among such firms is Slovakopharma named afterwards as Zentiva. Being the Chairman of the Board of Directors of Eastpharma Ltd and DEVA Holding, Haas also serves as the Chairman of Board of Directors in Saba İlaç Sanayi ve Ticaret A.Ş., New Life Yaşam Sigorta A.Ş., Eastpharma İlaç Üretim Pazarlama San. ve Tic. A.Ş., and member of Board of Directors in Eastpharma Sarl. He also serves as manager in Devatis Ltd, Devatis Gmbh, Devatis AG, Devatis de Mexico S.DE RL. DE C.V, Devatis Pty Ltd, Devatis Canada Inc, Devatis d.o.o. Beograde, Devatis B.V., Devatis LLC and as member of Board of Directors and CEO in Devatis Inc.
The Deputy Chairman of the Board of Directors and CFO of DEVA Holding, 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. 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.
Changes in Memberships of the Board of Directors within the year
The members of the Board of Directors were elected for a three-year term at the Annual Ordinary General Assembly Meeting held on April 1, 2022. Due to Eşref Güneş Ufuk's resignation from his position as an Independent Member of the Board of Directors as of September 26, 2024, Cüneyt Demirgüreş was appointed on September 27, 2024, to serve for the remainder of the term.
10 11 Philipp Haas – (CEO) Mesut Çetin – (CFO) Doğan Varinlioğlu - President of Türkiye and International Markets Pelin Yunusoğlu - Türkiye Markets Vice President Rıza Yıldız – Financial Reporting and Accounting Director Hartwig Andreas Steckel – Scientific Coordinator Eike Cordts - R&D, Clinical Development and Patent Director (*) (*) His tenure with our company ended as of February 24, 2025.
| İrfan Çinkaya – Biotechnology Director Aytaç Aysuna Erden – Legal Affairs Director Cengiz Metin - Business Unit Director Elçin Güner – Business Unit Director Emine Seçil Yüksel – Communications Director Eray Kurt – Facility Director Gökhan Kaba – Procurement Director Gülcan Gümüş – Human Resources & Development Director Murat Akıncı – Medical Business Unit Director Murat Aksoy – Manufacturing Planning & Logistics Director Umut Oran – Facility Director Refiye Adıyaman – Quality Operations Director |
|---|
| Sibel Yılmaz – Facility Director |
| Şerifenur Taşkıran - Regulatory Affairs Director Mert Uz - International Markets Director |
| Serkan Varlık - International Markets Director |
Cüneyt Demirgüreş is an Independent Member of the Board of Directors of DEVA Holding. After graduating from the Middle East Technical University (METU) with a degree in Electrical and Electronics Engineering, he completed his MBA at Boğaziçi University and earned a Ph.D. in Finance from the University of Alabama between 1990 and 1993. Demirgüreş has held senior executive positions in prominent financial institutions, including Eczacıbaşı Securities, Demir Investment, Demirbank, Swiss Portfolio Management, and Unicredit Securities. He is currently a Board Member at Bayraktar Real Estate Development Inc. and Ege Endüstri Holding, as well as a Senior Lecturer at Koç University.
The Non-Executive Member of the Board of Directors of DEVA Holding, 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 her work life at various positions relating to engineering at Emek Elektrik and Beko Elektronik in Türkiye, Ayşecik Haas worked the finance sector in New York after taking Economy Master degree and upon her return, she worked as investment specialist at Hattat Holding for a short period of time and performed as the General Manager of NAR Group, from 2008 to 2015. Ayşecik Haas is curretly a Member of the Board of Directors at New Life Yaşam Sigorta A.Ş.
Independent Member of the Board of Directors of DEVA Holding, Sengül Soytaş, received her Bachelor's Degree in Business Administration at Middle East Technical University, and afterward completed a Master's Program in Business Administration with honors, at Indiana State University. She embarked on a professional career at Small Business Development Center, Indiana State University as a research fellow, and after repatriating to Türkiye, she worked at Emek Elektrik A.Ş. as an Export Specialist for a brief period. Later she joined Vestel Ticaret A.Ş. and worked as a Marketing Specialist, Marketing Supervisor, and International Marketing Manager, overseeing several major marketing projects and project groups. Since June 2015, she has been working as a consultant on international marketing and business development, advising clients across industries on optimal ways of operating in international markets.
Member of the Board of Directors
Member of the Board of Directors
Member of the Board of Directors
EastPharma Ltd. incorporates DEVA Holding and it holds A, B and C group shares.
Our company's capital contains 10 preferred shares in total of TRY 0.10, consisting of 5 Group A Shares and 5 Group B Shares, each with a value of TL 0.01. The preferences for these shares are as follows:
Group A Preferential Shares are entitled to receive 10% of the profit set aside from distributable profit according to the orders and principles referred to in the Articles of Association.
Group A and B preferred shares have a voting right ten times the voting right of Group C shares in terms of right of voting.
Two members of the board of directors are elected by Group A and B preferential shareholders from amongst Group A preferential shareholders.
We exist to offer innovative and diversified products with high quality experience with a view to everybody being able to reach healthy life at global scale.
To be the first choice in fields in which we compete by creating giant pharmaceutical brands.
According to IQVIA free market data, in 2024, the Türkiye Pharmaceutical Market recorded a total of 2,592 million units and a market value of 314.9 billion TL (*). Compared to the same period of the previous year, the market experienced a 4.7% decline in unit sales, while achieving a 52.3% growth in TRY terms.
In the Türkiye pharmaceutical market, prescription drugs accounted for 95.2% of total unit sales and 92.4% of the market value in TRY terms.
While Türkiye imports pharmaceuticals from various therapeutic groups, the majority of imports consist of innovative and hightech drugs, including oncology medications, blood factors, central nervous system drugs, insulin, and certain controlledrelease formulations.
According to IQVIA data, in 2024, imported pharmaceutical sales declined by 5.0% in unit terms but grew by 10.3% in USD terms, reaching 3.8 billion USD. The domestic pharmaceutical market contracted by 4.6% in unit terms but expanded by 9.1% in USD terms, reaching 5.8 billion USD. The share of imported pharmaceuticals in the total market stood at 10.5% in unit terms and 39.6% in USD terms.
According to IQVIA data, in 2024, the industry as a whole contracted by 4.7% in unit terms, while it grew by 9.6% in USD terms, reaching 9.6 billion USD. The total pharmaceutical market grew by 52.3%, reaching 314.9 billion TRY.
In 2024, the market distribution by pharmaceutical segments in Türkiye was as follows in terms of units and TRY/USD. The "Nutrition & Metabolism" segment held the largest share in both unit and TRY/USD terms.
(*) Due to a change in IQVIA's calculation methodology, 'Excess Goods' are included in the unit value but not in the TRY value. Source: IQVIA Free Flexview Data
Source: IQVIA Free Flexview Data
ANTINEOPLASTICS-IMMUNOMODULATOR AGENTS 12,2%
SYSTEMIC ANTI-INFECTIVE
19
In 2024, according to IQVIA data (Free Market), DEVA Holding recorded a sales volume of 137 million units, reflecting a 2.6% decline compared to 2023, while achieving a 48.1% growth in TRY terms with sales of 9,014 million TRY.
In 2024, DEVA Holding ranked 3rd in unit sales with a 5.3% market share and 6th in TRY terms with a 2.9% market share.
The unit/TRY/USD values realized by DEVA Holding in the last three years are as follows:
Market Share of Top 15 Companies (Units)
In 2024, GMP inspections were conducted at the Çerkezköy-I Manufacturing Facility by the regulatory authorities of Russia, Tanzania, Libya, and Türkiye on behalf of the Eurasian Economic Union (EAEU) member states, resulting in the renewal of GMP certifications.
At the Çerkezköy-II Manufacturing Facility, GMP inspections were carried out by the regulatory authorities of Russia, Libya, and Türkiye on behalf of the Eurasian Economic Union (EAEU) member states, and GMP certification renewals were successfully obtained. In 2024, agreements with international pharmaceutical companies and distributors continued, with the export of products under the DEVA brand and through licensing agreements remaining the core business models for international markets.
Additionally, at the Kartepe Manufacturing Facility, GMP inspections were conducted by the regulatory authorities of Russia, Germany, Ukraine, and Türkiye on behalf of the Eurasian Economic Union (EAEU) member states, leading to the successful renewal of GMP certifications. As the impact of new agreements and strategies continued to materialize in 2024, DEVA's revenue from human pharmaceutical exports, active pharmaceutical ingredient (API) exports, and international contract manufacturing projects increased by 33% compared to the previous year, reaching approximately 71.9 million USD.
In 2024, among the top 100 products in the Türkiye pharmaceutical market by unit sales, DEVA Holding was represented by Amoklavin, Devit D3, Dikloron, Dodex, and Novaqua. In terms of TRY sales, Amoklavin and Devit D3 were among the top 100 products in the market.
In 2024, among the top 100 products in the Türkiye pharmaceutical market in terms of unit sales, DEVA Holding was represented by Amoklavin, Devit D3, Dikloron, Dodex, and Novaqua, while in terms of TRY value, Amoklavin and Devit D3 were included.In 2024, four new products were launched in eight different forms, and an additional ten new forms were introduced for existing products.
The largest share of DEVA Holding's 2024 pharmaceutical sales in unit terms came from the "Nutrition & Metabolism" segment, while the largest share in TRY/USD terms came from the "Systemic Anti-infectives" segment. The distribution of sales by segment in unit and TRY/USD terms is as follows:
NUTRITION & METABOLISM 19.6%
Source: IQVIA Free Flexview Data
In 2024, DEVA Holding supplied 30.5 million units of pharmaceuticals worth 404.9 million TL to the State Supply Office and 13.3 million units worth 236.9 million TL to hospitals. These sales are not included in IQVIA data.
The global growth strategy is implemented through two key approaches: entry into new markets and strengthening presence in existing markets through new product approvals.
In 2024, a total of 286 new marketing authorizations were obtained, bringing the total number of approvals to 1,404 across 82 countries.
In Germany and New Zealand, DEVATIS continued to grow through both its existing product portfolio and successful new product launches.
In Switzerland, under DEVATIS AG, a field sales team was established, market penetration was increased, and participation in regular annual congresses continued to enhance brand presence.
In the Netherlands, the DEVATIS BV office was established, market access approvals were obtained for various products in oncology/hematology, CNS, and cardiovascular therapeutic areas, further strengthening our presence in Europe.
In the United States, DEVATIS INC initiated commercial operations, successfully launched ophthalmology and antiinfective products, and achieved full compliance with the DSCSA.
In the ophthalmology segment, several successful product launches were carried out in Azerbaijan, Georgia, and the Balkans, while market share in Iraq was increased. Additionally, in Mexico, DEVATIS entered the market for the first time in 2024, making its portfolio available to patients. Efforts for new product launches continued, and with the first-ever Fusidic Acid launch, DEVATIS officially entered the ophthalmology market in Mexico.
In the respiratory segment, new launches in Ethiopia in 2024 expanded market presence, while market share in Iraq was increased, and market leadership in the Balkans was maintained. Brand promotion activities were conducted at regional respiratory congresses.
In the oncology/hematology segment, successful tenders won in Iraq, Jordan, and Azerbaijan strengthened market positioning. Additionally, participation in regional congresses continued.
In the Philippines, Sudan, and Kuwait, first sales were successfully completed, while new marketing authorizations in Turkmenistan allowed re-entry into the market.
In Vietnam, Mongolia, and Sri Lanka, new marketing authorizations were secured, and partnerships in Qatar further strengthened market presence.
DEVA continues to strengthen its global presence, emphasizing its commitment to innovation and strategic growth. Through active participation in the world's leading pharmaceutical events and strategic collaborations, DEVA further reinforces its strong position in the global pharmaceutical industry.
In 2024, DEVA intensified its efforts to expand access to high-quality generic medicines in international markets. By prioritizing strategic investments and effectively utilizing its expertise, DEVA identified and introduced critical generic medicines to the market. This approach further strengthened its broad portfolio and made a significant contribution to the global supply chain.
DEVA's active participation in leading industry events demonstrates its commitment to fostering collaborations and exploring innovative opportunities. The following events served as key platforms for networking, strengthening partnerships, and showcasing DEVA's latest developments:
• Pharma Venue, Madrid, May 23-24
• EuroPLX, Dublin, June 3-4
• CPHI, Milan, October 8-10
Believing that a highly skilled workforce enhances its competitive strength, DEVA Holding continued to create employment opportunities in 2024, its 66th anniversary year, with a particular focus on R&D, field promotion, and manufacturing facilities. Career development opportunities for employees were maintained, with a strong emphasis on internal promotions. Systems enabling employees to be appointed to suitable roles through assessment center applications and Promotion Committee evaluations continued to be implemented. As a result of these developments, the company's demographic structure as of the end of 2024 is as follows:
As in previous years, in 2024, DEVA continued its internship programs under its Human Resources policy, aiming to support the development of vocational high school students and to help university students shape their careers during their education. Internship quota agreements were signed with Türkiye's leading universities. During the summer term, internship opportunities were provided to university students, while during the winter term, vocational high school students were offered internships in various departments within DEVA Holding. This initiative helped these young individuals gain experience and get acquainted with professional life while still in school. Additionally, DEVA Holding actively participated in career day events at universities and organized factory tours, introducing students from Pharmacy Faculties and Chemistry Technology programs to both DEVA Holding and the pharmaceutical industry.
DEVA Holding continued its collaboration with Istanbul University Faculty of Pharmacy in 2024 through mentorship projects and career planning seminars as part of the "360-Degree Training Program in the Pharmaceutical Industry". As part of this special training program, fourth-year Pharmacy students participated in face-to-face lectures given by our R&D managers, enabling them to engage in scientific projects and gain hands-on experience in the pharmaceutical industry. Additionally, internship opportunities were provided to Chemistry students under the "TÜBİTAK 2247- C STAR (Intern Researcher Scholarship Program)". DEVA Holding also participated in the "TÜBİTAK 2244 - Industry Ph.D. Program", employing doctoral students from the Analytical Chemistry Departments of designated universities as "Doctoral Research Fellows" under its R&D division. Through these initiatives, students were supported in shaping their professional careers while continuing their education.
The orientation process continued to be supported through the Digital Onboarding and Buddy System, ensuring an effective adaptation and integration process for new DEVA employees.
As part of the Career Management System project, calibration studies were conducted using a potential-performance approach to identify the potential of employees in production facilities and headquarters and to prepare them for future roles.
The DEVA Performance Management System continued in 2024 in alignment with the set objectives, incorporating both goal evaluation and competency assessment processes. It remained fully integrated with the Training & Development, Recruitment & Selection, and Promotion processes.
To enhance employee motivation, unity, and team spirit, various celebrations, holiday events, happy hours, and other social activities were organized. Creativity among employees was encouraged, and their new ideas and projects were evaluated and rewarded.
Through the "Refer & Earn" program, employees were encouraged to recommend candidates for open positions who align with DEVA's corporate culture and values. If the recommended candidate was hired, the referring employee was rewarded accordingly. To support success and invest in the future, scholarships were provided to successful children of DEVA employees pursuing studies in Medicine, Pharmacy, Chemistry, Chemical Engineering, Biology, Chemical and Biological Engineering, Molecular Biology and Genetics, Genetics and Bioengineering, Biochemistry, Bioengineering, Biotechnology, Molecular Biotechnology, Veterinary Medicine, and Dentistry.
In the area of training and development, DEVA continued to support the individual and professional growth of its employees. Various programs were successfully implemented to help each employee discover and develop their potential in alignment with DEVA's strategic goals. Additionally, participation in domestic and international training programs was encouraged, enabling employees to gain global knowledge and experience.
To support leadership skills development among managers, various development programs, seminars, and speaker events were organized, providing inspiring content that offered new perspectives.
Training programs designed specifically for field promotion teams were enhanced with artificial intelligence, making learning processes more effective and accessible, while digital transformation efforts continued.
A Gamification application introduced on the Devakademi Training Portal created an engaging competition atmosphere, increasing employee participation in training programs and enhancing learning motivation.
Various interactive training programs continued to be successfully implemented to address evolving professional and personal development needs. Additionally, to keep employees focused on continuous learning and development, a monthly bulletin was introduced, ensuring consistent communication on current and priority topics.
To help employees adapt to the evolving global and international business dynamics, participation in foreign language training programs was further supported in 2024, offering multiple language options.
Modern technological solutions such as virtual classrooms, video-based learning, podcasts, e-learning, webinars, and mobile learning ensured accessible training for employees across all locations. These initiatives promoted an interactive and sustainable learning culture by providing personalized learning experiences tailored to different learning styles.
All Human Resources and Development initiatives were successfully implemented to support DEVA's mission, vision, and strategic objectives, ensuring progress toward its future goals .
DEVA Holding Çerkezköy-I Manufacturing Facility has an enclosed area of 43,000 m2 established on an area of 52,000 m2 in the Çerkezköy Organized Industrial Zone, at a distance of approximately 110 km from Istanbul.
The facility is made up of modern buildings where liquids/semi-solids and solids, cephalosporin, penicillin, hormone products, inhaled products, sterile liquid ampoules and vials and soft gel capsules are manufactured.
While a total of 201 million units were manufactured in the facility in 2023, the total output in 2024 reached 196 million units.
In the Cephalosporin Manufacturing Unit, while a total of 29.7 million units were manufactured in 2023, a total of 26.2 million units were manufactured in 2024, consisting of 19.9 million units of sterile powder for injectable vials, 1.5 million units of oral suspension, and 4.8 million units of film-coated tablets and capsules.
In the Solids Manufacturing Unit, medicines in the form of tablets/film tablets, capsules, and powders for suspension are manufactured with state-of-the-art technology.
In this unit, while a total of 72.8 million units were manufactured in 2023, a total of 72.5 million units were manufactured in 2024, including 69.1 million units of tablets/capsules, soft gel capsules, and 3.4 million units of suspensions.
In the Liquids/Semi-Solids Manufacturing Unit, medicines in the form of syrup, drops and spray, cream and gel, suppositories and ovules are manufactured with stateofthe-art technology.
In this unit, while a total of 40.9 million units were manufactured in 2023, the total output in 2024 reached 42.2 million units, including 31.8 million bottles of syrups, drops, and sprays, as well as 10.4 million units of ointments, creams, gels, suppositories, and ovules.
In the Liquid Manufacturing Unit, unit-based production in 2024 increased by 3% compared to 2023, resulting in an additional 1.3 million units being manufactured.
DEVA HOLDING ÇERKEZKÖY-I MANUFACTURING FACILITIES
In the Penicillin Manufacturing Unit, while a total of 29.7 million units were manufactured in 2023, a total of 27 million units were manufactured in 2024, consisting of 5.1 million units of sterile powder for injectable vials, 7.6 million units of oral suspension, and 14.3 million units of film-coated tablets.
While a total of 24.5 million units were manufactured in the Hormonal Products Manufacturing Unit in 2023, the total output in 2024 reached 22.9 million units, including 4.1 million units of creams/pomade, 3.6 million units of solid tablets and film-coated tablets, and 15.2 million units of sterile ampoules, vials, and drops.
Manufacture of Penicillin (Units)
While a total of 2.6 million units were manufactured in the Inhalation Products Manufacturing Unit in 2023, the total output in 2024 reached 3.5 million units.
In the Inhaler Manufacturing Unit, production in 2024 increased by 36% compared to 2023.
While a total of 1.5 million units were manufactured in the Sterile Liquid Ampoule and Vial Manufacturing Unit in 2023, the total output in 2024 reached 1.8 million units.
In 2024, production increased by 20% compared to 2023.
DEVA Holding Çerkezköy-II Manufacturing Facility, which has enclosed facilities of 50,270 m2 established on an area of 67,551 m2 in Çerkezköy Organized Industrial Zone, at a distance of approximately 110 km from Istanbul, is made up of modern buildings manufacturing solid oncology products, sterile liquid oncology products, animal health products and APIs.
Çerkezköy-II Manufacturing Facility also houses the Biotechnology Building, the Central Stability Building, and the R&D Center Buildings, each dedicated to their respective fields of operation.
Products in the form of tablets and capsules are manufactured in the Solid Oncology Manufacturing Unit.
The total quantity manufactured, which was 1.84 million units in 2023, increased by 8% to 1.99 million units in 2024.
Of the total 1.99 million units manufactured in 2024, 1.29 million units were tablets, and 0.70 million units were capsules.
Additionally, of the 1.29 million tablet units manufactured, 0.40 million units were produced for the European market, while 0.42 million units of the 0.70 million capsules were also manufactured for the European market.
DEVA HOLDING ÇERKEZKÖY-II MANUFACTURING FACILITIES
Products in the form of sterile liquid and sterile lyophilized powder are manufactured in the Sterile Liquid Oncology Manufacturing Unit.
The total quantity manufactured in the unit, which was 0.58 million units in 2023, reached 0.77 million units in 2024.
Of the 0.77 million units manufactured, 0.59 million units were liquid products, while 0.18 million units were lyophilized products.
Animal health products are manufactured in the NonSterile (Solid) Animal Health Products Manufacturing Unit, 7 of which are in tablet form, 11 in powder form filled in small and large sachets.
The total quantity manufactured in the unit, which was 0.32 million units in 2023, reached 2.11 million units in 2024. Of these products, 2.01 million units were tablets, while 0.10 million units were in powder form.
2,200,000 2,000,000 1,800,000 1,600,000
Solid Animal Health Products (Units)
Powder products Tablet products
The facility has two physically separate and independent API Manufacturing Units for manufacture of non-betalactam API and oncolytic API.
The total quantity of API manufactured, which was 3,142 kg in 2023, reached 2,651 kg in 2024.
Of the total 2,651 kg of API manufactured in 2024, 1,746 kg was non-betalactam, while 905 kg was oncologic API.
In API manufacturing, the toxic gases arising from reaction are neutralized before being released to the atmosphere to minimize the environmental effects resulting from manufacturing activities.
In summary, the total quantity of finished products manufactured at DEVA Holding's Çerkezköy-II Facility was 2.74 million units in 2023, increasing to 4.87 million units in 2024.
The total capacity utilization rate at our Çerkezköy Manufacturing Facilities is 90%.
Distribution of API Products Manufactured in 2024
DEVA Holding Kartepe Manufacturing Facilities, located by the İzmit - Ankara highway, in Kartepe, Kocaeli, established on an area of 32,000 m2 with an enclosed area of 16,500 m2 is made up of modern buildings that manufacture sterile liquid drugs, empty medical ampoules and colognes.
At Kartepe Sterile Liquid Drug Manufacturing Unit, sterile liquid ampoules for injection, sterile liquid vials for injection, sterile lyophilized liquid vials for injection, sterile liquid eye drops in ready-to-use PE bottles manufactured with the BFS (Blow-Fill-Seal) technology, sterile liquid solvent vials and vials containing inhalation solution for sterile nebulization are manufactured.
In the facility, where 52.9 million units of sterile liquid pharmaceuticals were manufactured in 2023, the total output in 2024 reached 60.14 million units. This represents an approximately 14% increase in production compared to 2023.
In the facility, where a total of 36.3 million units of ampoules and 28.37 million units of solvent ampoules were manufactured in 2023, production in 2024 reached 42.1 million units of ampoules and 19.1 million units of solvents. The total number of single ampoules manufactured in 2024 was 168.5 million units.
Number of Solvent Ampoules
In the Sterile Liquid Injectable Vial and Sterile Liquid Injectable Lyophilized Vial production line, where a total of 9.36 million units of vials were manufactured in 2023, the total output in 2024 reached 8.03 million units of vials.
In the BFS-SVP production lines, where a total of 5.42 million units were manufactured in 2023, the total output in 2024 reached 7.06 million units. This represents an approximately 30% increase in production compared to 2023.
In the sterile PE bottle eye drop filling line, where approximately 1.8 million units were manufactured in 2023, the total output in 2024 reached 2.9 million units. This represents an approximately 62% increase in production compared to 2023.
2023 2024
Our empty medical ampoule manufacturing unit meets a substantial part of the market's need as one of the three leading medical ampoule manufacturing companies in our country.
Our unit, which also has an ISO 9001:2015 certificate, is inspected periodically by TUV Thuringen.
While the empty medical ampoule production amounted to 269.6 million units in 2023, the total output in 2024 reached 209.4 million units.
Boğaziçi Kolonyaları, one of the best-selling brands in Türkiye, is manufactured in compliance with the Cosmetic GMP practices of the Republic of Türkiye Ministry of Health. The unit, which holds the ISO 9001:2015 certification, is also subject to periodic inspections by TUV Thuringen.
While 2 million units of cologne were manufactured in 2023, the total output in 2024 was approximately 1.6 million units.
The total capacity utilization rate of the Kartepe Manufacturing Facility is 82%.
The total human and veterinary products manufactured in our manufacturing facilities on a unit basis was 257.7 million units in 2023 and 261.7 million units in 2024.
The total manufacturing value (drugs and other products) was realized as TRY 6,237.0 million in 2023 and TRY 9,586.2 million in 2024.
The DEVA Türkiye Regulatory Affairs Department operates under the Regulatory Affairs Directorate, together with Market Access & Governmental Affairs, Medical Regulatory Affairs, and International Markets Regulatory Affairs.
The department consists of the following groups:
In 2024, 33 new products were added to our product portfolio across 10 therapeutic areas.
Currently, we have a total of 658 registered human medicinal products, 2 medical devices, and 20 dietary supplements. Among these, 427 registered products are actively marketed, corresponding to 226 different molecules.
In 2024; • Alternative sourcing studies were conducted for active and excipient materials to reduce costs and prevent potential supply chain issues, covering a total of 57 commercial products, including 31 active pharmaceutical ingredients (APIs).
• Process improvement activities were carried out to enhance the efficiency of 15 commercial products.
• The production of 5 dietary supplement products was successfully completed.
• 7 patent applications were filed, and one patent was successfully registered in Türkiye.
Our objectives are to be the pioneer in generic drug development, to make a difference by developing value-added products, to develop products for regulated markets and have these products authorized and launched in these markets, to invest in the future by adapting new technologies to our company, to develop products with high added value through university-industry cooperation, and to ensure that the rights of our company are protected via patent registration.
We work to be the top generic drug manufacturer in Türkiye and to develop high added value products exportable to international markets.
With our strong staff consisting of 504 trained personnel, who are experts in their fields, as well as laboratories and manufacturing sites equipped with cutting-edge technology, we work to develop innovative products.
We strive to perform R&D activities in compliance with all ethical and legal principles, in a manner that meets the expectations of the concerned authorities; to prove that the safety, efficacy, and quality of the products do not change throughout their shelf life, to increase product accessibility, to develop sustainable methods to enhance efficiency, and to adapt production to new technologies.
The operating principle requires product quality that meets current standards, and focuses on finding new formulations, new dosage forms, and different routes of synthesis and/or new polymorph methods that do not infringe patents for raw materials.
Our long-term goal is to continue being a pioneer in developing generic drugs, to ensure vertical integration in strategic products, to compete globally in developing active ingredients and new polymorphs, to create differentiation by developing valueadded products, to continue developing products for regulated markets (EMA and FDA), to increase our competence by adapting new technologies, to develop high added value products through university-industry collaboration, and to protect our innovative intellectual property with patent registration.
DEVARGE comprises Pharmaceutical Development, Analytical Development, Manufacturing Excellence, API Development, CMC Documentation, Patent, and Biotechnology units.
DEVARGE contains Pre-formulation and pilot manufacturing areas, synthesis and scale-up laboratories, stability areas, analytical development laboratories, and biotechnology laboratories.
Acquired by DEVA Holding in 2016 with no changes in its operational structure, Vetaş is a leading brand in the production and marketing of veterinary pharmaceuticals in Türkiye's animal health sector.
Vetaş provides high-quality solutions for disease prevention and treatment and offers one of the broadest and most innovative product portfolios in the industry.
Being highly sensitive to economic developments, meat, milk, feed, and livestock prices, Vetaş carefully evaluates all industry developments with timely and strategic approaches. To maintain and strengthen its strong market position, the company continues to prioritize future-oriented projects.
With 51 years of experience in the animal health industry, Vetaş continues its long-term partnership efforts to expand into international markets. Actively working on registration processes abroad, Vetaş is also rapidly advancing registration updates and new product approvals in Türkiye.
Vetaş continues to participate in key congresses in the animal health industry. On April 25-28, 2024, Vetaş attended the 7th International Conference on Fertility and Udder Health in Farm Animals, organized in Cyprus by Near East University Faculty of Veterinary Medicine, as a Veterinary Practitioner Participant Sponsor.
From November 7-10, 2024, Vetaş participated as a Gold Sponsor in the 8th National & 4th International Herd Health and Management Congress, organized in Antalya by the Farm Animal Medicine Association, where the company introduced its new products.
Additionally, from December 11-13, 2024, Vetaş attended the 24th International Veterinary Medicine Students' Scientific Research Congress, organized in Istanbul by Istanbul University - Cerrahpaşa Faculty of Veterinary Medicine students, as a Supporting Sponsor.
As always, in 2024, Vetaş continued to meet industry needs to ensure the healthy, high-quality, safe, and efficient production of animal-based food. Recognizing the importance of animal health for human health, Vetaş leverages its advanced technological infrastructure while prioritizing new product development. The company remains committed to expanding its product portfolio in line with market dynamics.
Contact Details: Halkalı Merkez Mahallesi Basın Ekspres Cad. No:1 K. Çekmece - İstanbul Phone: +90 212 692 92 92 Fax: +90 212 697 02 08 Website: www.vetas.com.tr/en
The risk management activities of our company are performed under the coordination of Risk Management Committee. Risk Management Committee evaluates the information from the Credit Committee and Internal Audit within the framework of Corporate Risk Management, and prepares and the results of the evaluation and any action plans to mitigate risks and presents them to the Board of Directors.
The credit committee sets the credit limits to be allocated to customers in product purchases and the bases for the securities to be received. It uses the partnership structure, immovable properties, financial status, and intelligence activities about the region in setting limits and securities. It is aimed to keep the security rates on desired levels and minimize doubtful receivable risks by continuous management of customers' open accounts.
Internal Audit Management audits the compliance of the activities carried out by the company with international auditing principles and generally accepted management standards, company's articles of association as well as written policies and practices. Internal Audit Management evaluates all units in terms of management within the framework of the audit plan, and presents audit results to the Risk Management Committee and the Committee Responsible for Audits on a regular basis.
In 2024, internal audit activities were carried out for the company's operations, the risk reports from all units were evaluated, and the findings and recommendations for improvement were presented to the Board of Directors.
THE AMENDMENTS MADE IN THE ARTICLES OF ASSOCIATION WITHIN THE PERIOD AND THEIR RATIONALE No amendments were made to the articles of association during the period.
REGARDING PARTNERSHIP: Changes in the Capital Status of the Partnership within the Period No changes were made within the period.
Audits Carried Out within the Period No audit was conducted in our company during the period of 01.01.2024 - 31.12.2024.
None
Lawsuits Filed The lawsuits filed consist of various labor disputes and tax penalty cases. Detailed information on this matter is provided in Note 18 of the financial statements.
Information on Conflicts of Interest Between the Institutions from Which the Company's Receives Services for Investment Consulting and Rating, and Information on Measures Taken by the Company to Prevent These Conflicts of Interest There are no conflicts of interest between the relevant institutions and our company, and provisions that prevent conflicts of interest are included in the contracts made with the institutions.
Collective Agreement Practices No Collective Agreement with employees exists.
During the period of 01.01.2024 - 31.12.2024, DEVA Holding's severance pay liability amounted to a total of TRY 147,908,824 and a provision has been fully allocated in accordance with the relevant regulations.
In addition to their wages, according to the requirements and necessities of their duties, lunch, clothing, personnel transportation service, holiday allowance, child and education support, food, fuel, marriage aid, family allowance were provided to our employees and health insurance practices continued by making optional group health insurance or Complementary Health Insurance fully covered by the Company.
During the period from 01.01.2024 to 31.12.2024, a total of 2,244,942 TL in donations and contributions was made to various institutions and associations (equivalent to 2,405,705 TL based on the purchasing power as of 31.12.2024).
Guided by the principle "Human health is our top priority, no matter where in the world", our company remains committed to improving the quality of life in society and supporting economic, environmental, cultural, and social development. In 2024, DEVA continued its social responsibility initiatives in collaboration with public institutions and non-governmental organizations. As part of these efforts, necessary support was provided to various educational and healthcare institutions to address their equipment shortages.
| Cüneyt Demirgüreş | Chairman (Independent Member of the Board of Directors) |
|---|---|
| Sengül Soytaş | Member (Independent Member of the Board of Directors) |
44 45 The Early Risk Detection Committee reports to the Board of Directors by conducting studies for early detection of risks that may endanger the company's existence, development and continuity, the implementation of the necessary measures for the identified risks and the management of the risk.
The Supervisory Committee supervises the accounting system, disclosure of financial information, independent auditing and operation and effectiveness of the company's internal control system within the framework of the Capital Market Legislation. The Committee also evaluates the issues identified in the framework of their evaluations and reports to the Board of Directors.
| Cüneyt Demirgüreş | Chairman (Independent Member of the Board of Directors) |
|---|---|
| Sengül Soytaş | Member (Independent Member of the Board of Directors) |
| Mesut Çetin | Member (Executive Member of the Board of Directors) |
The Corporate Governance Committee monitors the Company's compliance with the Corporate Governance Principles in accordance with the Capital Market Legislation and the Capital Markets Board Corporate Governance Principles, and carries out improvement activities and presents recommendations to the Board of Directors. The Corporate Governance Committee convenes when deemed necessary. Since "Nomination Committee" or "Wage Committee" has not been established in our Company, the duties of these committees are also fulfilled by the Corporate Governance Committee.
| Cüneyt Demirgüreş | Chairman (Independent Member of the Board of Directors) |
|---|---|
| Sengül Soytaş | Member (Independent Member of the Board of Directors) |
| Mesut Çetin | Member (Executive Member of the Board of Directors) |
| Mesut Çetin | Chairman (Member of the Board of Directors / CFO) |
|---|---|
| Doğan Varinlioğlu | Vice Chairman (President of Türkiye and International Markets) |
| Emine Seçil Yüksel | Secretary / Member (Communication) |
| Gülseren Mahmutoğlu | Member (Investor Relations) |
| Gülcan Gümüş | Member (Human Resources & Development) |
| Aytaç Aysuna Erden | Member (Legal) |
| Rıza Yıldız | Member (Finance) |
| Sibel Kayaoğlu | Member (Occupational Health, Safety & Environment) |
| Fatma Yanbasan Turp | Member (Quality Operations) |
| Gökhan Kaba | Member (Purchasing) |
| Murat Aksoy | Member (Production Planning & Logistics) |
| Serkan Varlık-Mert Uz | Member (International Markets) |
| Şerifenur Taşkıran | Member (R&D and International Technical Regulatory Affairs) |
| İrfan Çinkaya | Member (Biotechnology) |
| Suat Cingiler | Member (Engineering Project Coordination) |
| Emre Günaydın | Member (Strategic Planning & Corporate Communication) |
The Sustainability Subcommittee, reporting to the Corporate Governance Committee, is established to determine the company's sustainability strategy for environmental, social and corporate governance (ESC), and execute, oversee, supervise, review, improve and develop the company's sustainability policies, goals and practices.
In 2024, the Supervisory Committee convened 10 times, the Committee for Early Detection of Risks convened 6 times, the Corporate Governance Committee convened 10 times, and the Sustainability Subcommittee convened 2 time, and continued their activities within the framework of their obligations within the scope of CMB Legislation regulations.
The working principles of the committees are available at www.deva.com.tr.
No external consultancy services were received by the committees during the year.
Early Risk Detection Committee was formed to detect the risks that may compromise the existence early, growth and continuation of our company, to implement the necessary measures against the risks detected, and to perform studies to manage risks.
The operating capital need of our company is met by its shareholders' equity, short- and long-term bank loans in Turkish Lira and foreign currencies, and debt instruments. The increases in exchange rates and interests as a result of possibility of negative market conditions increase the financing costs of the company. Thus, due to economic and geopolitical developments both in the world and in our country, it is expected that the fluctuations in exchange rates and interest rates will adversely affect our profitability. For the purpose of managing the interest risks the company is exposed to, the gains and losses to occur in case of potential changes in interests are measured using sensitivity analyses on the basis of credit portfolio and cash flow projections. In addition, efforts are made to keep the floating rate loans among the total loans at a reasonable rate. Derivative products may be used for protection against exchange risks that may result from both bank loans in foreign currencies and purchases in foreign currencies.
The distribution and payment terms of trade receivables are of great importance in terms of risk management. The company tries to decrease receivable risk by performing its transactions only with credible parties, and wherever possible, obtaining securities. While transactions are carried out without any security with Group A customers, securities are requested from Group B and Group C customers such as bank letters of guarantee or collaterals. To minimize the credit risks the company is exposed to, the financial statuses, credit limits and securities of customers are monitored on a regular basis by the Credit Committee.
The drug pricing policy set/to be set by the Ministry of Health (increase in institution discount rates and/or reduction in reference prices, non-revision of the reference exchange rate) may have negative effects on the industry, and consequently on our company. We try to overcome these negative effects by means of new markets, increasing product range, new sales policies, and effectively managed cost-limiting policies.
Operational risks are related with events affecting activities such as earthquakes, fire, and environmental accidents and smooth functioning of business processes. Insurable risks are revised on an annual basis and excluded by being insured.
| Cüneyt Demirgüreş | Chairman (Independent Member of the Board of Directors) |
|---|---|
| Sengül Soytaş | Member (Independent Member of the Board of Directors) |
| Mesut Çetin | Member (Executive Member of the Board of Directors) |
The company's financing sources consist of equity, funds generated from operations, and short- and long-term borrowings obtained from money and capital markets.
Within the scope of the Issuance Certificate approved by the Capital Markets Board (CMB) with its decision dated 15.09.2022 and numbered 50/1354, a commercial paper with a nominal value of TRY 270,000,000, an annual interest rate of 34%, a maturity of 364 days, and a coupon and principal payment at maturity was issued and redeemed on 28.02.2024.
Additionally, within the scope of the Issuance Certificate approved by the Capital Markets Board (CMB) with its decision dated 24.08.2023 and numbered 49/1025, several issuances were completed. A commercial paper with a nominal value of TRY 250,000,000, an annual interest rate of 46%, a maturity of 364 days, and a coupon and principal payment at maturity was sold on 14.09.2023. Similarly, another commercial paper with a nominal value of TRY 200,000,000, an annual interest rate of 47%, a maturity of 364 days, and a coupon and principal payment at maturity was sold on 05.10.2023, followed by another issuance of the same amount and terms on 15.11.2023.
In addition to these, a bond with a nominal value of TRY 350,000,000, an additional return of TLREF +1.75%, a maturity of 728 days, and a variable coupon payment every three months was sold on 09.08.2024, while another bond with a nominal value of TRY 200,000,000, an additional return of TLREF +1.50%, a maturity of 728 days, and a variable coupon payment every three months was sold on 21.08.2024.
As part of the redemptions, the TRY 250,000,000 nominal value commercial paper was redeemed on 13.09.2024, while the TRY 200,000,000 nominal value commercial papers were redeemed on 04.10.2024 and 14.11.2024, respectively.
During the period from 01.01.2024 to 31.12.2024, a total investment of 3,240,734,223 TL was made in DEVA Holding and its Group companies, including 1,206,608,054 TL for the headquarters, factories, machinery-installations, and fixed assets, and 2,034,126,169 TL for R&D, regulatory affairs, and licensing activities.
As a company holding an R&D Center Certificate, we benefit from cash grants for TÜBİTAK-approved R&D projects, as well as tax and social security premium reductions for all projects conducted within the R&D Center. Expenditures deemed eligible by TÜBİTAK can receive up to 60% of their total amount as direct financial support.
During the relevant period, an expenditure of 109,260,949 TL was made under incentive certificate No. 501317, obtained on October 30, 2018, for the DEVA Kartepe facilities. An expenditure of 742,674,378 TL was made under incentive certificate No. 525422, obtained on May 26, 2021, for the Çerkezköy facilities. No expenditures were made under incentive certificate No. 136611, obtained on April 17, 2018, for the Çerkezköy facilities.
Expenditures covered by these incentives benefit from VAT and customs duty exemptions, corporate tax exemptions, reduced corporate tax rates, and various other tax advantages.
48 49
The company was established to sell and distribute medicinal products for human use and veterinary drugs in New Zealand and Australia.
The company was established to sell and distribute medicinal products for human use and veterinary drugs in Germany.
The company was established to sell and distribute medicinal products for human use and veterinary drugs in Switzerland.
The company was established to sell and distribute medicinal products for human use and veterinary drugs in the USA.
The company was established to sell and distribute medicinal products for human use and veterinary drugs in Mexico.
The company was established to sell and distribute medicinal products for human use and veterinary drugs in Australia.
The company was established to sell and distribute medicinal products for human use and veterinary drugs in Canada.
The company was established to sell and distribute medicinal products for human use and veterinary drugs in Serbia.
The company was established to sell and distribute medicinal products for human use and veterinary drugs in the Netherlands.
The company was established to facilitate the sales and distribution of human and veterinary pharmaceuticals in Azerbaijan.
DEVA Holding holds 100% stake in Devatis Ltd, which was established in New Zealand in order to sell and distribute its products abroad, Devatis GmbH, established in Germany, Devatis AG, established in Switzerland, Devatis Inc. established in America, Devatis de Mexico S. De Rl. De.Cv established in Mexico, Devatis Pty Ltd established in Australia, Devatis Canada Inc. established in Canada, Devatis d.o.o. Beograde established in Serbia, Devatis B.V. in the Netherlands, and Devatis LLC in Azerbaijan.
Operating in field of production and marketing of medicinal products for human use, active pharmaceutical ingredients and veterinary drugs and having its registered office in Luxembourg, Eastpharma S.a.r.l. is the major shareholder of DEVA Holding with a share of 82.20%. Eastpharma S.a.r.l. is also the major shareholder of Saba İlaç San. ve Tic. A.Ş. operating in pharmaceutical industry in Türkiye with a share of 99.99%.
EastPharma S.a.r.l. has transferred, on a time-limited basis, the rights in 9 products in which it holds the license and right to sale, to DEVA Holding through agreements with the Roche company operating in the pharmaceutical industry. Also in this period, the marketing of the products in question continued, and Eastpharma S.a.r.l. gained royalty revenue from DEVA Holding through the sales of these products in Türkiye.
Saba İlaç purchases contract manufacturing services from DEVA Holding. In this context, Saba products are produced and stored by DEVA Holding as subcontractors. DEVA Holding provides R&D service to Saba at its R&D Center, whereby it carries out studies on Saba products and performs pilot production. In addition, Saba company purchases financial, administrative and marketing/promotional services from DEVA Holding. The overseas sales of Saba drugs are also partially made by DEVA Holding.
In accordance with Article 199 of Turkish Commercial Code No. 6102 effective as of 1 July 2012, the Board of Directors of DEVA Holding A.Ş. is obliged to prepare a report regarding its relationship with the holding company and subsidiaries affiliated with holding company in the previous operating year within the first three months of the operating year and include the conclusion of this report in the annual report. The necessary explanations regarding the transactions made by DEVA Holding A. Ş. with the related parties are included in the footnote of the financial table no.7. Besides, the Board of Directors of DEVA Holding has prepared this Affiliation Report in accordance with related provision of the said law.
In this report issued by the board of directors of our Company, it has been concluded that, in all transactions made by our company with the holding company and subsidiaries of the holding company within 2024, a suitable counter performance was obtained in every transaction and there is not action taken or failed to be taken, resulting in a harm to the company, and within this framework, there is not any transaction or action, or non-action to require compensation according to circumstances and conditions known to us at the time of the transaction.
• According to the consolidated financial statements prepared in compliance with Turkish Accounting Standards/Turkish Financial Reporting Standards (TMS/TFRS), in accordance with Capital Markets Board (CMB) Communiqué II-14.1, and audited by DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., the financial results for the 01.01.2024 - 31.12.2024 accounting period show a net profit of TRY 69,419,646 after tax.
• However, according to the standalone financial statements of DEVA Holding A.Ş., prepared in accordance with the relevant provisions of the Turkish Commercial Code and Tax Procedure Law No. 213 (VUK), the period resulted in a net loss of TRY 1,854,886,761.62.
In light of the above, we respectfully submit for the approval of the General Assembly that no dividend distribution will be made.
DEVA HOLDİNG A.Ş. Board of Directors
RESOLUTION DATE : 07.03.2025 RESOLUTION NO : 2025/10
We hereby state that:
In accordance with "Communiqué on Principles in Relation to Financial Reporting in Capital Market (II-14.1)" (the Communiqué) of the Capital Markets Board ("CMB") for the accounting period of 01.01.2024 - 31.12.2024, prepared by our Company and independently audited by DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., and based on the CMB regulations, the consolidated financial statements prepared in line with the formats specified by Turkish Accounting Standards / Turkish Financial Reporting Standards ("TAS/TFRS") and the annual report prepared in line with the Turkish Code of Commerce and CMB Communiqué;
a) Have been reviewed by us,
b) Are within the framework of information we have in our field of duty and responsibility in our company, and do not contain explanations contrary to facts on significant subjects or do not contain any deficiency which may result in the explanation being misleading as of the date on which it is made,
c) And are within the framework of information we have in field of duty and responsibility in our company, consolidated financial statements prepared according to financial reporting standards in force reflect the real situation relating to assets, liabilities, financial position and profit and loss of our company fairly and the annual report reflects the development and performance of the business, financial position of our Company fairly, including the significant risks and uncertainties faced by our company.
Best Regards,
Chairman of the Audit Committee
Cüneyt DEMİRGÜREŞ Mesut ÇETİN Rıza YILDIZ Vice-Chairman of the Board of Directors/CFO
Director, Financial Reporting and Accounting
The "Profit Distribution Policy" of our company is determined in accordance with the Turkish Commercial Code, Capital Markets Legislation, Tax Legislation and other relevant legislation and in line with the proposal of the Board of Directors and the resolution of the General Assembly in accordance with the provisions of the articles of association.
The Company intends to distribute 5% of the issued capital as cash and / or share. However, this amount shall not exceed 30% of the net distributable profit for the period. In the implementation of this policy, the financial position of the Company, fund requirement due to mid- and long-term growth and investment strategies, conditions of the sector, the country and global economic conjunctures, capital requirements of its subsidiaries and affiliates, investment and financing policies, profitability and cash position are taken into consideration.
The Board of Directors decides on dividend distribution for each accounting period, the proposal for distribution of the profit or the proposal for not distributing of the profit together with its rationale is disclosed to the public in accordance with the legislation and announced on the website of the Company. The General Assembly may accept or reject the proposal.
In the profit distribution, each of our stakeholders has the right to receive dividends in proportion to its share. Dividends are distributed equally to all existing shares as of the date of distribution, regardless of their date of issue and acquisition.
Dividend distribution commences on the date to be determined by the Board of Directors, provided that it is authorized by the General Assembly or the General Assembly by the end of the year in which the General Assembly meeting is held at the latest. Since the Company's articles of association do not contain any provision for advance dividend distribution, no advance dividend is distributed. The Company may consider paying dividends in equal installments or in different installments in accordance with applicable legislation.
In the 2023 fiscal period, a net profit of TRY 3,385,418,491 was recorded according to our consolidated financial statements prepared in compliance with the provisions of Capital Markets Board (CMB) Communiqué II-14.1, while a net profit of TRY 2,647,406,478.68 was recorded according to the standalone financial statements prepared in accordance with the relevant provisions of the Turkish Commercial Code and Tax Procedure Law No. 213.
In line with Capital Markets Legislation, all relevant legal regulations, Article 20 of the Company's Articles of Association, and the Company's Profit Distribution Policy, an amount corresponding to approximately 1.48% of the total distributable net profit for the 2023 fiscal period (equivalent to 25% of the issued capital) was distributed as a cash dividend.
This corresponds to a gross dividend of TRY 0.25 per share (net TRY 0.2250) with a nominal value of TRY 1, resulting in a total first and second dividend payment of gross TRY 50,004,821.95.
Additionally, in accordance with the profit distribution table prepared under the Company's Articles of Association and the applicable legal regulations, the profit allocated to other entitled stakeholders was distributed as of June 25, 2024.
| Board Of Directors | Role | Beginning Date of Tenure |
Roles in the Company |
|---|---|---|---|
| Philipp Haas | Chairman of the Board of Directors | 14.07.2006 | CEO |
| Mesut Çetin | Vice-Chairman of the Board of Directors | 14.03.2008 | CFO |
| Cüneyt Demirgüreş | Independent Member of the Board of Directors | 27.09.2024 | |
| Sengül Soytaş | Independent Member of the Board of Directors | 01.04.2021 | |
| Ayşecik Haas | Non-Executive Member of the Board of Directors | 22.05.2013 |
Independence Statements of Independent Members of the Board of Directors Sengül Soytaş
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 Türkiye 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:
| Board of Directors | Role | External Roles |
|---|---|---|
| Philipp Haas | Chairman of the Board of Directors | - Eastpharma Ltd./Saba İlaç Sanayi ve Ticaret A.Ş. /New Life Yaşam Sigorta A.Ş/ Eastpharma İlaç Üretim Pazarlama San. ve Tic. A.Ş (Chairman of the Board of Directors) - Eastpharma Sarl/Devatis Inc (Member of the Board of Directors) - Devatis Ltd/Devatis Gmbh/Devatis A.G/ Devatis de Mexico, S.DE RL. DE C.V/Devatis Pty Ltd, Devatis Canada Inc, Devatis d.o.o. Beograde, Devatis B.V. and Devatis LLC (Manager) |
| Mesut Çetin | Vice Chairman of the Board of Directors |
- EastPharma Ltd (Member of the Board of Directors) -Saba İlaç Sanayi ve Ticaret A.Ş. (Member of the Board of Directors-CFO) |
| Cüneyt Demirgüreş | Independent Member of the Board of Directors |
Bayraktar Gayrimenkul Geliştirme A.Ş. and Ege Endüstri Holding (Board Member), Koç University (Senior Lecturer) |
| Sengül Soytaş | Independent Member of the Board of Directors |
Consultant |
| Ayşecik Haas | Non-Executive Member of the Board of Directors |
New Life Yaşam Sigorta A.Ş (Member of the Board of Directors) |
Independence Statements of Independent Members of the Board of Directors Cüneyt Demirgüreş
Duties and Authorizations of the Members of the Board of Directors The chairman and members of the Board of Directors possess the duties and authorities specified in the relevant articles of the Turkish Code of Commerce and the Company's Articles of Association.
Board of Directors Meetings During the Period and all decisions were made unanimously.
During the period, 34 Board of Directors Meetings were held. The meetings were conducted with the participation of all members,
The total amount of financial benefits such as attendance fee, remuneration, premium, bonus, severance pay etc. provided to Members of the Board of Directors and Senior Executives within the period is as follows: TRY 4,864,282 for the Members of the Board of Directors and TRY 717,016,919 for Senior Executives, and the total amount of benefits such as fuel, telephone, etc. is TRY 182,705 for the Members of the Board of Directors and TRY 2,296,734 for Senior Executives, amounting to TRY 724,360,640.
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 Türkiye 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: 18.09.2024 Name, surname: Cüneyt Demirgüreş Signature:
DEVA Holding ("DEVA" or "the Company"), with the awareness of the responsibilities it carries towards its stakeholders, has adopted the notions of "equality", "transparency", "accountability" and "responsibility", which form the basis of its corporate management during the activities, and makes maximal effort and shows utmost vigilance to comply with Capital Market Law (CML) and secondary rules and decisions of the Capital Market Board (CMB). DEVA Holding believes in the importance of full compliance with Corporate Governance Principles. In the operating period that ended on December 31, 2024, the Company has adopted and put into practice the corporate governance principles which were set forth in the annex to the Corporate Governance Communiqué and are required by the relevant regulations. Maximal effort is also being made to comply with the voluntary principles that are not required by the relevant regulations, and there has been no conflicts of interest up until now between the stakeholders regarding those principles that have not been fully complied for the time being.
Statements regarding compliance and non-compliance with the corporate governance principles included in the annex to the Corporate Governance Communiqué in the operating period that ended on December 31, 2024 are provided in the Corporate Governance Compliance Report ("URF") and Corporate Governance Information Form ("KYBF") and in other relevant parts of the report.
In the future, efforts will continue to be made for better operating the mechanisms within the framework of the said principles of corporate governance practices of the partnership, and to improve our corporate governance practices, including the voluntary principles that are mandatory and a limited number of those that could not be implemented.
Should any changes occur in URF or KYBF during the period, a special case announcement will be made and such changes will also be included in the interim activity reports.
| Company Compliance Status | ||||||
|---|---|---|---|---|---|---|
| Yes Partial No Exempted Not Applicable | Explanation | |||||
| Corporate Governance Compliance Report | ||||||
| 1.1. FACILITATING THE EXERCISE OF SHAREHOLDER RIGHTS | ||||||
| 1.1.2- Up-to-date information and disclosures which may affect the exercise of shareholder rights are available to investors at the corporate website. |
X | |||||
| 1.2. RIGHT TO OBTAIN AND REVIEW INFORMATION | ||||||
| 1.2.1 - Management did not enter into any transaction that would complicate the conduct of special audit. |
X | |||||
| 1.3. GENERAL ASSEMBLY | ||||||
| 1.3.2 - The company ensures the clarity of the General Assembly agenda, and that an item on the agenda does not cover multiple topics. |
X | |||||
| 1.3.7- Insiders with privileged information have informed the board of directors about transactions conducted on their behalf within the scope of the company's activities in order for these transactions to be presented at the General Shareholders' Meeting. |
X | |||||
| 1.3.8 - Members of the board of directors who are concerned with specific agenda items, auditors, and other related persons, as well as the officers who are responsible for the preparation of the financial statements were present at the General Shareholders' Meeting. |
X | |||||
| 1.3.10 - The agenda of the General Shareholders' Meeting included a separate item detailing the amounts and beneficiaries of all donations and contributions. |
X | The donations and grants made during the period were categorized in the General Assembly and offered as information to the shareholders as they are very diverse in terms of institution and amount |
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| 1.3.11 - The General Shareholders' Meeting was held open to the public, including the stakeholders, without having the right to speak. |
X | There have been no such demands |
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| 1.4. VOTING RIGHTS | ||||||
| 1.4.1 - There is no restriction preventing shareholders from exercising their shareholder rights. |
X | |||||
| 1.4.2 - The company does not have shares that carry privileged voting rights. |
X | As per the Articles of Association, the Company has 10 times the voting right for group C shares have as compared to group A and group B privileged shares |
| 1.4.2 - The company does not have shares that carry privileged voting rights. |
X | Company Compliance Status | the voting right for group C shares have as compared to group A and |
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|---|---|---|---|---|---|---|---|
| Yes Partial No Exempted Not Applicable | Explanation group B privileged shares |
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| 1.4.3-The company withholds from exercising its voting Corporate Governance Compliance Report rights at the General Shareholders' Meeting of any company with which it has cross-ownership, in case such 1.1. FACILITATING THE EXERCISE OF SHAREHOLDER RIGHTS cross-ownership provides management control. |
X | Our Company has no partnerships in which it is in a mutual shareholding relationship. |
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| 1.1.2- Up-to-date information and disclosures which may 1.5. MINORITY RIGHTS affect the exercise of shareholder rights are available to |
X | ||||||
| investors at the corporate website. 1.5.1 - The company pays maximum diligence to the exercise of minority rights. 1.2. RIGHT TO OBTAIN AND REVIEW INFORMATION |
X | ||||||
| 1.5.2 - The Articles of Association extend the use of minority 1.2.1 - Management did not enter into any transaction that rights to those who own less than one twenthieth of the would complicate the conduct of special audit. outstanding shares, and expand the scope of the minority 1.3. GENERAL ASSEMBLY rights. |
X | X | The rate applied to minority rights in the Capital Market Law is applied. |
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| 1.3.2 - The company ensures the clarity of the General 1.6. DIVIDEND RIGHT |
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| Assembly agenda, and that an item on the agenda does not 1.6.1 - The dividend policy approved by the General cover multiple topics. Shareholders' Meeting is posted on the company website. |
X X |
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| 1.3.7- Insiders with privileged information have informed 1.6.2 - The dividend distribution policy comprises the the board of directors about transactions conducted on minimum information to ensure that the shareholders can their behalf within the scope of the company's activities in have an opinion on the procedure and principles of order for these transactions to be presented at the General dividend distributions in the future. Shareholders' Meeting. |
X | X | |||||
| 1.6.3 - The reasons for retaining earnings, and their 1.3.8 - Members of the board of directors who are allocations, are stated in the relevant agenda item. concerned with specific agenda items, auditors, and other |
X | Dividend distribution was made. |
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| 1.6.4 - The board reviewed whether the dividend policy related persons, as well as the officers who are responsible balances the benefits of the shareholders and those of the for the preparation of the financial statements were company. present at the General Shareholders' Meeting. |
X X |
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| 1.7. TRANSFER OF SHARES | The donations and grants | ||||||
| 1.7.1 - There are no restrictions preventing shares from being transferred. |
X | made during the period were categorized in the |
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| 1.3.10 - The agenda of the General Shareholders' Meeting 2.1. CORPORATE WEBSITE included a separate item detailing the amounts and |
X | General Assembly and offered as information to |
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| beneficiaries of all donations and contributions. 2.1.1. - The company website includes all elements listed in Corporate Governance Principle 2.1.1. |
X | the shareholders as they are very diverse in terms |
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| 2.1.2 - The shareholding structure (names, privileges, number and ratio of shares, and beneficial owners of more 1.3.11 - The General Shareholders' Meeting was held open than 5% of the issued share capital) is updated on the to the public, including the stakeholders, without having website at least every 6 months. |
X | X | of institution and amount There have been no such demands |
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| the right to speak. 1.4. VOTING RIGHTS 2.1.4 - The company website is prepared in other selected 1.4.1 - There is no restriction preventing shareholders from foreign languages, in a way to present exactly the same exercising their shareholder rights. information with the Turkish content. |
X | X | The content of the English website is not exactly the same as the Turkish website and contains more general As per the Articles of information. |
| 2.1.4 - The company website is prepared in other selected foreign languages, in a way to present exactly the same |
X | Company Compliance Status | English website is not exactly the same as the Turkish website and |
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|---|---|---|---|---|---|---|
| information with the Turkish content. | Yes Partial No Exempted Not Applicable | Explanation contains more general information. |
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| 2.2. ANNUAL REPORT Corporate Governance Compliance Report |
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| 2.2.1 - The board of directors ensures that the annual report 1.1. FACILITATING THE EXERCISE OF SHAREHOLDER RIGHTS represents a true and complete view of the company's 1.1.2- Up-to-date information and disclosures which may activities. |
X | |||||
| affect the exercise of shareholder rights are available to 2.2.2 - The annual report includes all elements listed in investors at the corporate website. Corporate Governance Principle 2.2.2. |
X X |
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| 1.2. RIGHT TO OBTAIN AND REVIEW INFORMATION 3.1. CORPORATION'S POLICY ON STAKEHOLDERS |
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| 1.2.1 - Management did not enter into any transaction that 3.1.1- The rights of the stakeholders are protected pursuant would complicate the conduct of special audit. to the relevant regulations, contracts and within the framework of bona fides principles. 1.3. GENERAL ASSEMBLY |
X X |
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| 3.1.3 - Policies or procedures addressing stakeholders' 1.3.2 - The company ensures the clarity of the General rights are published on the company's website. Assembly agenda, and that an item on the agenda does not |
X X |
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| 3.1.4 - A whistleblowing programme is in place for reporting cover multiple topics. legal and ethical issues. 1.3.7- Insiders with privileged information have informed |
X | |||||
| 3.1.5 - The company addresses conflicts of interest among the board of directors about transactions conducted on stakeholders in a balanced manner. their behalf within the scope of the company's activities in |
X | X | ||||
| order for these transactions to be presented at the General 3.2. SUPPORTING THE PARTICIPATION OF THE STAKEHOLDERS IN THE CORPORATION'S MANAGEMENT Shareholders' Meeting. |
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| 1.3.8 - Members of the board of directors who are concerned with specific agenda items, auditors, and other 3.2.1 - The Articles of Association, or the internal related persons, as well as the officers who are responsible regulations (terms of reference/manuals), regulate the for the preparation of the financial statements were participation of employees in management. present at the General Shareholders' Meeting. |
X | X | Although there is no provision in the articles of association, employees participate in the management by The donations and grants taking part in the boards. |
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| 1.3.10 - The agenda of the General Shareholders' Meeting 3.2.2 - Surveys/other research techniques, consultation, included a separate item detailing the amounts and interviews, observation method etc. were conducted to beneficiaries of all donations and contributions. obtain opinions from stakeholders on decisions that significantly affect them. |
X X |
made during the period Asking the opinions of were categorized in the the stakeholders in General Assembly and important decisions was offered as information to adopted as principle and the shareholders as they the demands and are very diverse in terms suggestions of of institution and amount stakeholders have been evaluated. |
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| 1.3.11 - The General Shareholders' Meeting was held open 3.3. HUMAN RESOURCES POLICY to the public, including the stakeholders, without having |
X | There have been no such | ||||
| the right to speak. 1.4. VOTING RIGHTS 3.3.1 - The company has adopted an employment policy ensuring equal opportunities, and a succession plan for all 1.4.1 - There is no restriction preventing shareholders from key managerial positions. exercising their shareholder rights. |
X | X | demands Although our company does not have a written employment policy, there are systems to ensure business continuity in terms of organizational As per the Articles of structure Association, the |
Corporate Governance Principle 2.1.1. X
| number and ratio of shares, and beneficial owners of more | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| than 5% of the issued share capital) is updated on the |
| 4.1. ROLE OF THE BOARD OF DIRECTORS Corporate Governance Compliance Report |
|---|
| 4.1.1 - The board of directors has ensured strategy and risks 1.1. FACILITATING THE EXERCISE OF SHAREHOLDER RIGHTS do not threaten the long-term interests of the company, 1.1.2- Up-to-date information and disclosures which may and that effective risk management is in place. |
| affect the exercise of shareholder rights are available to 4.1.2 - The agenda and minutes of board meetings indicate investors at the corporate website. that the board of directors discussed and approved strategy, ensured resources were adequately allocated, and 1.2. RIGHT TO OBTAIN AND REVIEW INFORMATION monitored company and management performance. 1.2.1 - Management did not enter into any transaction that |
| 3.5.1 - The board of the corporation has adopted a code of ethics, disclosed on the corporate website. |
X | Company Compliance Status | |||||
|---|---|---|---|---|---|---|---|
| 3.5.2-The company has been mindful of its social responsibility and has adopted measures to prevent corruption and bribery. |
X | Yes Partial No Exempted Not Applicable | Explanation | ||||
| 4.1. ROLE OF THE BOARD OF DIRECTORS Corporate Governance Compliance Report |
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| 4.1.1 - The board of directors has ensured strategy and risks 1.1. FACILITATING THE EXERCISE OF SHAREHOLDER RIGHTS do not threaten the long-term interests of the company, 1.1.2- Up-to-date information and disclosures which may and that effective risk management is in place. |
X | ||||||
| affect the exercise of shareholder rights are available to 4.1.2 - The agenda and minutes of board meetings indicate investors at the corporate website. that the board of directors discussed and approved strategy, ensured resources were adequately allocated, and 1.2. RIGHT TO OBTAIN AND REVIEW INFORMATION monitored company and management performance. 1.2.1 - Management did not enter into any transaction that |
X X |
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| 4.2. ACTIVITIES OF THE BOARD OF DIRECTORS would complicate the conduct of special audit. |
X | ||||||
| 4.2.1-The board of directors documented its meetings and 1.3. GENERAL ASSEMBLY reported its activities to the shareholders. |
X | ||||||
| 1.3.2 - The company ensures the clarity of the General Assembly agenda, and that an item on the agenda does not cover multiple topics. 1.3.7- Insiders with privileged information have informed the board of directors about transactions conducted on 4.2.2 - Duties and authorities of the members of the board their behalf within the scope of the company's activities in of directors are disclosed in the annual report. order for these transactions to be presented at the General Shareholders' Meeting. 1.3.8 - Members of the board of directors who are concerned with specific agenda items, auditors, and other |
X | X | X | It is stated in the annual report, that the Turkish Commercial Code was complied with regarding the duties and authorities of the members of the board of directors and that a counting method was not adopted |
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| related persons, as well as the officers who are responsible 4.2.3-The board has ensured the company has an internal for the preparation of the financial statements were control framework adequate for its activities, size and present at the General Shareholders' Meeting. complexity. |
X X |
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| 4.2.4 - Information on the functioning and effectiveness of the internal control system is provided in the annual report. |
X | The donations and grants made during the period |
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| 1.3.10 - The agenda of the General Shareholders' Meeting included a separate item detailing the amounts and beneficiaries of all donations and contributions. 4.2.5 - The roles of the Chairman and Chief Executive Officer are separated and defined. 1.3.11 - The General Shareholders' Meeting was held open to the public, including the stakeholders, without having the right to speak. |
X | X | X | were categorized in the The Chairman of the General Assembly and Board of Directors also offered as information to serves as the CEO the shareholders as they because he is the are very diverse in terms Chairman of the Board of of institution and amount Directors of the main shareholder Eastpharma Ltd and because of his There have been no such knowledge of the sector demands from his prior experience. |
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| 4.2.7-The board of directors ensures that the Investor 1.4. VOTING RIGHTS Relations department and the corporate governance 1.4.1 - There is no restriction preventing shareholders from committee work effectively. The board works closely with exercising their shareholder rights. them when communicating and settling disputes with shareholders. |
X | As per the Articles of Association, the |
| 3.3.1 - The company has adopted an employment policy ensuring equal opportunities, and a succession plan for all key managerial positions. |
X | Company Compliance Status | employment policy, there are systems to ensure business continuity in |
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|---|---|---|---|---|---|
| Yes Partial No Exempted Not Applicable | Explanation terms of organizational structure |
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| 3.3.2 - Recruitment criteria are documented. Corporate Governance Compliance Report |
X | ||||
| 3.3.3 - The company has a policy on human resources 1.1. FACILITATING THE EXERCISE OF SHAREHOLDER RIGHTS development, and organises trainings for employees. |
X | ||||
| 3.3.4 - Meetings have been organised to inform employees 1.1.2- Up-to-date information and disclosures which may on the financial status of the company, remuneration, affect the exercise of shareholder rights are available to career planning, education and health. investors at the corporate website. |
X X |
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| 1.2. RIGHT TO OBTAIN AND REVIEW INFORMATION 1.2.1 - Management did not enter into any transaction that 3.3.5 - Employees, or their representatives, were notified of would complicate the conduct of special audit. decisions impacting them. The opinion of the related trade 1.3. GENERAL ASSEMBLY unions was also taken. 1.3.2 - The company ensures the clarity of the General Assembly agenda, and that an item on the agenda does not |
X X |
X | Since no collective bargaining agreement was made with employees, no representative was appointed, and notifications were made directly to employees. |
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| cover multiple topics. 3.3.6 - Job descriptions and performance criteria have been 1.3.7- Insiders with privileged information have informed prepared for all employees, announced to them and taken the board of directors about transactions conducted on into account to determine employee remuneration. |
X | ||||
| their behalf within the scope of the company's activities in 3.3.7 - Measures (procedures, trainings, raising awareness, order for these transactions to be presented at the General goals, monitoring, complaint mechanisms) have been Shareholders' Meeting. taken to prevent discrimination, and to protect employees 1.3.8 - Members of the board of directors who are against any physical, mental, and emotional mistreatment. |
X | X | |||
| concerned with specific agenda items, auditors, and other 3.3.8 - The company ensures freedom of association and related persons, as well as the officers who are responsible supports the right for collective bargaining. |
X | X | Supported within the legal framework. |
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| for the preparation of the financial statements were 3.3.9 - A safe working environment for employees is present at the General Shareholders' Meeting. maintained. |
X | The donations and grants | |||
| 3.4. RELATIONS WITH CUSTOMERS AND SUPPLIERS | made during the period | ||||
| 3.4.1-The company measured its customer satisfaction, and 1.3.10 - The agenda of the General Shareholders' Meeting operated to ensure full customer satisfaction. |
X | were categorized in the General Assembly and |
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| included a separate item detailing the amounts and 3.4.2 - Customers are notified of any delays in handling beneficiaries of all donations and contributions. their requests. |
X | X | offered as information to the shareholders as they are very diverse in terms |
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| 3.4.3 - The company complied with the quality standards with respect to its products and services. |
X | of institution and amount | |||
| 3.4.4 - The company has in place adequate controls to 1.3.11 - The General Shareholders' Meeting was held open protect the confidentiality of sensitive information and to the public, including the stakeholders, without having business secrets of its customers and suppliers. the right to speak. |
X | X | There have been no such demands |
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| 3.5. ETHICAL RULES AND SOCIAL RESPONSIBILITY 1.4. VOTING RIGHTS |
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| 3.5.1 - The board of the corporation has adopted a code of 1.4.1 - There is no restriction preventing shareholders from ethics, disclosed on the corporate website. exercising their shareholder rights. |
X X |
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| 3.5.2-The company has been mindful of its social responsibility and has adopted measures to prevent corruption and bribery. |
X | As per the Articles of Association, the |
3.4.3 - The company complied with the quality standards with respect to its products and services. X
significantly affect them.
suggestions of
| Company Compliance Status | these rules are not documented in writing. |
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|---|---|---|---|---|---|---|---|
| 4.4.6 - Board minutes document that all items on the agenda are discussed, and board resolutions include director's dissenting opinions if any. |
X | Yes Partial No Exempted Not Applicable | Explanation | ||||
| Corporate Governance Compliance Report 1.1. FACILITATING THE EXERCISE OF SHAREHOLDER RIGHTS 1.1.2- Up-to-date information and disclosures which may 4.4.7-There are limits to external commitments of board affect the exercise of shareholder rights are available to members. Shareholders are informed of board members' investors at the corporate website. external commitments at the General Shareholders' Meeting. 1.2. RIGHT TO OBTAIN AND REVIEW INFORMATION 1.2.1 - Management did not enter into any transaction that would complicate the conduct of special audit. 1.3. GENERAL ASSEMBLY |
X X |
X | The members of the Board of Directors outside the company are not restricted with respect to external commitments. On the other hand, the duties taken by the members outside the company are presented to the shareholders with the annual report. |
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| 1.3.2 - The company ensures the clarity of the General 4.5. BOARD COMMITTEES |
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| Assembly agenda, and that an item on the agenda does not cover multiple topics. 1.3.7- Insiders with privileged information have informed 4.5.5 - Board members serve in only one of the Board's the board of directors about transactions conducted on committees. their behalf within the scope of the company's activities in order for these transactions to be presented at the General |
X | X | X | Since the board of directors of our company consists of 5 people, the same members take charge in different committees. |
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| Shareholders' Meeting. 4.5.6 - Committees have invited persons to the meetings as 1.3.8 - Members of the board of directors who are deemed necessary to obtain their views. |
X | ||||||
| concerned with specific agenda items, auditors, and other 4.5.7 - If external consultancy services are used, the related persons, as well as the officers who are responsible independence of the provider is stated in the annual report. |
X | X | |||||
| for the preparation of the financial statements were 4.5.8 - Minutes of all committee meetings are kept and present at the General Shareholders' Meeting. reported to board members. |
X | ||||||
| 4.6. FINANCIAL RIGHTS | The donations and grants made during the period |
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| 4.6.1-The board of directors has conducted a board 1.3.10 - The agenda of the General Shareholders' Meeting performance evaluation to review whether it has included a separate item detailing the amounts and discharged all its responsibilities effectively. |
X | X | were categorized in the Board of directors General Assembly and performance evaluation offered as information to was not carried out. |
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| beneficiaries of all donations and contributions. 4.6.4-The company did not extend any loans to its board directors or executives, nor extended their lending period or enhanced the amount of those loans, or improve conditions thereon, and did not extend loans under a 1.3.11 - The General Shareholders' Meeting was held open personal credit title by third parties or provided guarantees to the public, including the stakeholders, without having such as surety in favour of them. |
X | X | the shareholders as they are very diverse in terms of institution and amount There have been no such demands |
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| the right to speak. 1.4. VOTING RIGHTS 4.6.5 - The individual remuneration of board members and 1.4.1 - There is no restriction preventing shareholders from executives is disclosed in the annual report. exercising their shareholder rights. |
X | X | In parallel with the general practice,wages are disclosed on a individual basis and are given in the breakdown As per the Articles of of the Board of Directors Association, the and the Senior Executives Company has 10 times |
| Relations department and the corporate governance committee work effectively. The board works closely with |
X | Company Compliance Status | ||||
|---|---|---|---|---|---|---|
| them when communicating and settling disputes with shareholders. |
Yes Partial No Exempted Not Applicable | Explanation | ||||
| Corporate Governance Compliance Report 4.2.8 - The company has subscribed to a Directors and Officers liability insurance covering more than 25% of the 1.1. FACILITATING THE EXERCISE OF SHAREHOLDER RIGHTS capital. |
X | Our director's liability insurance has been fulfilled by our main shareholder |
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| 1.1.2- Up-to-date information and disclosures which may 4.3. STRUCTURE OF THE BOARD OF DIRECTORS affect the exercise of shareholder rights are available to |
X | |||||
| investors at the corporate website. 1.2. RIGHT TO OBTAIN AND REVIEW INFORMATION 4.3.9 - The board of directors has approved the policy on its 1.2.1 - Management did not enter into any transaction that own composition, setting a minimal target of 25% for would complicate the conduct of special audit. female directors. The board annually evaluates its composition and nominates directors so as to be compliant 1.3. GENERAL ASSEMBLY with the policy. 1.3.2 - The company ensures the clarity of the General Assembly agenda, and that an item on the agenda does not |
X X |
X | Although a target rate of at least 25% and target time regarding the female member percentage in the Board of Directors was not set by our Company, there are two female member in our board of directors. |
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| cover multiple topics. 4.3.10 - At least one member of the audit committee has 5 1.3.7- Insiders with privileged information have informed years of experience in audit/accounting and finance. |
X | |||||
| the board of directors about transactions conducted on 4.4. BOARD MEETING PROCEDURES their behalf within the scope of the company's activities in |
X | |||||
| order for these transactions to be presented at the General 4.4.1-Each board member attend the majority of the board Shareholders' Meeting. meetings in person or via an electronic board meeting 1.3.8 - Members of the board of directors who are system |
X | |||||
| concerned with specific agenda items, auditors, and other related persons, as well as the officers who are responsible for the preparation of the financial statements were present at the General Shareholders' Meeting. 4.4.2 - The board has formally approved a minimum time by which information and documents relevant to the agenda items should be supplied to all board members. |
X | X | Although there is no minimum period based on a documented rule, it was ensured that all The donations and grants members of the Board of made during the period Directors were informed were categorized in the before the meeting. |
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| 1.3.10 - The agenda of the General Shareholders' Meeting 4.4.3 - The opinions of board members that could not included a separate item detailing the amounts and attend the meeting, but did submit their opinion in written beneficiaries of all donations and contributions. format, were presented to other members. |
X | X | General Assembly and offered as information to the shareholders as they |
|||
| 4.4.4 - Each member of the board has one vote. | X | are very diverse in terms of institution and amount |
||||
| 4.4.5 - The board has a charter/written internal rules 1.3.11 - The General Shareholders' Meeting was held open defining the meeting procedures of the board. to the public, including the stakeholders, without having the right to speak. |
X | X | Although the Board of Directors meetings are held under certain rules, There have been no such these rules are not demands documented in writing. |
|||
| 1.4. VOTING RIGHTS 4.4.6 - Board minutes document that all items on the agenda are discussed, and board resolutions include 1.4.1 - There is no restriction preventing shareholders from director's dissenting opinions if any. exercising their shareholder rights. |
X X |
| 1 4 V o t i n g R i g h t s |
|
|---|---|
| Whether the shares of the company have differential voting rights |
Evet (Yes) |
| In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares. |
Group A and B privileged shares have a voting right ten times the voting right of Group C shares in terms of right of voting. |
| The percentage of ownership of the largest shareholder | % 82,2 |
| 1 5 M i n o r i t y R i g h t s |
|
| Whether the scope of minority rights enlarged (in terms of content or the ratio) in the articles of the association |
Hayır (No) |
| If yes, specify the relevant provision of the articles of association. |
- |
| 1 6 D i v i d e n d R i g h t |
|
| The name of the section on the corporate website that describes the dividend distribution policy |
Investor Relations-Profit Distribution Policy |
| Minutes of the relevant agenda item in case the board of In case that there are voting privileges, indicate the owner ten times the voting right and percentage of the voting majority of shares. of Group C shares in directors proposed to the general assembly not to terms of right of voting. The percentage of ownership of the largest shareholder % 82,2 distribute dividends, the reason for such proposal and information as to use of the dividend. Whether the scope of minority rights enlarged (in terms of |
- |
| Hayır (No) content or the ratio) in the articles of the association PDP link to the related general shareholder meeting If yes, specify the relevant provision of the articles of - minutes in case the board of directors proposed to the general assembly not to distribute dividends |
- |
| General | Shareholder The number of information requests participation rate |
Percentage of shares |
Percentage | Specify the name of the page of the corporate | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| General Meeting Date |
Meeting The number of information requests received by the company regarding the Date clarification of the agenda of the General Shareholders' Meeting |
Shareholder participation rate to the General Shareholders' Meeting |
Percentage of shares directly present at the GSM |
Percentage of shares represented by proxy |
received by the company regarding the to the General Specify the name of the page of the corporate clarification of the agenda of the website that contains the General Shareholders' Shareholders' Meeting minutes, and also indicates for each General Shareholders' Meeting resolution the voting levels for or against Meeting |
directly Specify the name of the page of the corporate website that contains all present at questions asked in the general assembly meeting and all responses to them the GSM |
of shares The number of the relevant item or represented paragraph of General Shareholders' Meeting minutes in relation to by proxy related party transactions |
website that contains the General Shareholders' The number of declarations by Meeting minutes, and also indicates for each insiders received by resolution the voting levels for or against the board of directors |
The link to the related PDP general shareholder meeting notification |
|
| 14/06/ | 2024 | 0 14/06/ |
% 84,57 | % 0,92 % 83,65 | Investor Relations-General Assembly-2023 Investor Relations-General Assembly-2023 | - | 163 | https:// www.kap.org.tr/tr/ Bildirim/1289531 |
| 2. DISCLOSURE AND TRANSPARENCY | ||
|---|---|---|
| 2.1. Corporate Website | ||
| Specify the name of the sections of the website providing the information requested by the Principle 2.1.1. |
Investor Relations | |
| If applicable, specify the name of the sections of the website providing the list of shareholders (ultimate beneficiaries) who directly or indirectly own more than 5% of the shares. |
There is no real person shareholder of more than 5% |
|
| List of languages for which the website is available | Turkish- English | |
| 2 2 |
A n n u a l R e p o r t |
|
| T R 2 |
h e p a g e n u m b e r s a n d / o r n a m e o f t h e s e c t i o n s i n t h e A n n u a l e p o r t t h a t d e m o n s t r a t e t h e i n f o r m a t i o n r e q u e s t e d b y p r i n c i p l e 2 2 |
|
| a) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the duties of the members of the board of directors and executives conducted out of the company and declarations on independence of board members |
Corporate Governance Practices-Statements of Independence of Independent Members of the Board of Directors-Duties of the Members of the Board of Directors Outside the Company |
|
| b) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on committees formed within the board structure |
Administrative Activities-Committees and Working Principles |
|
| c) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the number of board meetings in a year and the attendance of the members to these meetings |
Corporate Governance Practices-Board of Directors Meetings held within the period |
|
| ç) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on amendments in the legislation which may significantly affect the activities of the corporation |
Administrative Activities-Information on Legislative Changes That Can Significantly Affect Company Activities within the Period |
|
| d) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on significant lawsuits filed against the corporation and the possible results thereof |
Administrative Activities-Cases-Consolidated Financial Statements-Litigation Provisions |
2 . D I S C L O S U R E A N D T R A N S P A R E N C Y
Activities within the Period
The position of the person responsible for the alert
| e) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the conflicts of interest of the corporation among the institutions that it purchases services on matters such as investment consulting and rating and the measures taken by the corporation in order to avoid from these conflicts of interest |
Administrative Activities-Conflicts of Interest Between the Institutions that the Company Receives Services on Matters such as Investment Consultancy and Rating and Information about the Measures Taken by the Company to Prevent these Conflicts of Interest |
|---|---|
| f) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the cross ownership subsidiaries that the direct contribution to the capital exceeds 5% |
There is no cross shareholding relationship in our Company's capital. |
| 3 S T A K E H O L D E R S g) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on social rights and professional training of the employees and activities of corporate social responsibility in respect of the corporate activities that arises social and environmental results |
Human Resources and Development-Administrative Activities-Rights and Interests Provided to the Personnel and Employees-Information on |
| K E H O L D E R S |
donations made in the period |
| C o r p o r a t i o n ' s P o l i c y o n S t a k e h o l d e r s |
|
| The name of the section on the corporate website that demonstrates the employee remedy or severance policy |
Investor Relations-Policies-Compensation Policy |
| The number of definitive convictions the company was subject to in relation to breach of employee rights |
52 |
| The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism) |
Vice Chairman of the Board-CFO |
| The contact detail of the company alert mechanism | [email protected] |
| S u p p o r t i n g t h e P a r t i c i p a t i o n o f t h e S t a k e h o l d e r s i n t h e p o r a t i o n ' s M a n a g e m e n t |
|
| Name of the section on the corporate website that demonstrates the internal regulation addressing the |
- |
Name of the section on the corporate website that demonstrates the internal regulation addressing the participation of employees on management bodies
Corporate bodies where employees are actually represented
Occupational Health and Safety Board, Discipline Committee
4 . B O A R D O F D I R E C T O R S - I
4 . 2 . A c t i v i t y o f t h e B o a r d o f D i r
| R D O F D I R E C T O R S - I |
|
|---|---|
| A c t i v i t y o f t h e B o a r d o f D i r e c t o r s |
|
| Date of the last board evaluation conducted | - |
| Whether the board evaluation was externally facilitated | Hayır (No) |
| Whether all board members released from their duties at the GSM |
Evet (Yes) |
| Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties |
Philipp Daniel Haas-CEO, Mesut Çetin-CFO. They are authorized to represent and bind the company with their joint signature in the broadest sense in all aspects. |
| Number of reports presented by internal auditors to the audit committee or any relevant committee to the board |
21 |
| Specify the name of the section or page number of the annual report that provides the summary of the review of the effectiveness of internal controls |
Administrative Activities-Risks and Evaluation of the Governing Body |
| Name of the Chairman | Philipp Daniel Haas |
| Name of the CEO | Philipp Daniel Haas |
| If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles |
https://www.kap.org.tr/tr /Bildirim/1016647 |
| Link to the PDP notification stating that any damage that may be caused by the members of the board of directors during the discharge of their duties is insured for an amount exceeding 25% of the company's capital |
- |
| The name of the section on the corporate website that demonstrates current diversity policy targeting women directors |
- |
| The number and ratio of female directors within the Board of Directors |
2person 40% |
| 3 3 H u m a n R e s o u r c e s P o l i c y |
|
|---|---|
| The role of the board on developing and ensuring that the company has a succession plan for the key management positions |
- |
| The name of the section on the corporate website that demonstrates the human resource policy covering equal opportunities and hiring principles. Also provide a summary of relevant parts of the human resource policy. |
Deva Human Resources |
| Whether the company provides an employee stock ownership programme |
Pay edindirme planı bulunmuyor (There isn't an employee stock ownership programme) |
| The name of the section on the corporate website that demonstrates the human resource policy covering discrimination and mistreatments and the measures to prevent them. Also provide a summary of relevant parts of the human resource policy. |
Our company attaches great importance to creating a working environment which is free from any verbal and physical harassment against race, ethnicity, religion, physical or sexual characteristics, sexual orientation or any other factor prohibited by law. Any behavior of abusive nature that may arise in terms of age, language, race, health, gender and marital status, behaviors arising from sexual harassment acts of verbal, physical or behavioral nature are evaluated by the Disciplinary Committee |
| The number of definitive convictions the company is subject to in relation to health and safety measures |
- |
| 3 5 E t h i c a l R u l e s a n d S o c i a l R e s p o n s i b i l i t y |
|
| The name of the section on the corporate website that demonstrates the code of ethics |
Investor Relations-Policies-Ethical Principles Procedure |
| The name of the section on the company website that demonstrates the corporate social responsibility report. If such a report does not exist, provide the information about any measures taken on environmental, social and corporate governance issues. |
Get to Know Us Our - Understanding of Sustainability - Sustainability Reports |
| Any measures combating any kind of corruption including embezzlement and bribery |
Our company meticulously avoids unethical behaviors such as bribery, corruption and misconduct. The "Ethical Principles" procedure of our company was shared with all of our employees via intranet and mechanisms were established to ensure compliance with related issues. |
4 . B O A R D O F D I R E C T O R S - I
directors
| Name, Surname of Board Member |
Whether Executive Director Or Not |
Whether Independent Director Or Not |
The First Election Date To Board |
Link To PDP Notification That Includes The Independency Declaration |
Whether the Director Considered By The Nomination Committee |
Independent Whether She/He is the Director Who Ceased to Satisfy The Independence or Not |
Whether The Director Has At Least 5 Years' Experience On Audit, Accounting And/Or Finance Or Not |
|---|---|---|---|---|---|---|---|
| Philipp Daniel Haas |
İcrada görevli (Executive) |
Bağımsız üye değil ( Not independent director) |
14/07/ 2006 |
İlgisiz (Not applicable) |
İlgisiz (Not applicable) |
Evet (Yes) | |
| Mesut Çetin |
İcrada görevli (Executive) |
Bağımsız üye değil ( Not independent director) |
14/03/ 2008 |
İlgisiz (Not applicable) |
İlgisiz (Not applicable) |
Evet (Yes) | |
| Cüneyt Demirgüreş |
İcrada Görevli Değil ( Non-executive ) |
Bağımsız üye ( Independent director) |
18/09/ 2024 |
Değerlendirildi ( Considered) |
Hayır (No) | Evet (Yes) | |
| Sengül Soytaş |
İcrada Görevli Değil ( Non-executive ) |
Bağımsız üye ( Independent director) |
01/04/ 2021 |
https:// www.kap.org.tr /tr/Bildirim/ 1008750 |
Değerlendirildi ( Considered) |
Hayır (No) | Evet (Yes) |
| Ayşecik Haas |
İcrada Görevli Değil ( Non-executive ) |
Bağımsız üye değil ( Not independent director) |
22/05/ 2013 |
İlgisiz (Not applicable) |
İlgisiz (Not applicable) |
Evet (Yes) |
| 4. BOARD OF DIRECTORS-II | |
|---|---|
| 4.4. Meeting Procedures of the Board of Directors | |
| Number of physical or electronic board meetings in the reporting period |
34 |
| Director average attendance rate at board meetings | % 100 |
| Whether the board uses an electronic portal to support its work or not |
Evet (Yes) |
| Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter |
- |
| The name of the section on the corporate website that demonstrates information about the board charter |
None |
| Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors |
- |
| 4.5. Board Committees | |
| Page numbers or section names of the annual report where information about the board committees are presented |
Administrative Activities-Committees and Working Principles |
| Link(s) to the PDP announcement(s) with the board committee charters |
https://www.kap.org.tr/tr /Bildirim/688585 |
information about the board committees are presented
and Working Principles
| Names Of The Board Committees |
Name Of Committees Defined As " Other" In The First Column |
Name-Surname of Committee Members |
Whether Committee Chair Or Not |
Whether Board Member Or Not |
|---|---|---|---|---|
| Denetim Komitesi ( Audit Committee) |
Cüneyt Demirgüreş | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
|
| Denetim Komitesi ( Audit Committee) |
Sengül Soytaş | Hayır (No) | Yönetim kurulu üyesi (Board member) |
|
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) |
Cüneyt Demirgüreş | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
|
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) |
Sengül Soytaş | Hayır (No) | Yönetim kurulu üyesi (Board member) |
|
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) |
Mesut Çetin | Hayır (No) | Yönetim kurulu üyesi (Board member) |
|
| Riskin Erken Saptanması Komitesi ( Committee of Early Detection of Risk) |
Cüneyt Demirgüreş | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
|
| Riskin Erken Saptanması Komitesi ( Committee of Early Detection of Risk) |
Sengül Soytaş | Hayır (No) | Yönetim kurulu üyesi (Board member) |
|
| Riskin Erken Saptanması Komitesi ( Committee of Early Detection of Risk) |
Mesut Çetin | Hayır (No) | Yönetim kurulu üyesi (Board member) |
|
| Diğer (Other) | Sustainability Subcommittee | Mesut Çetin | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
)
| 4.5. Board Committees-II | |
|---|---|
| Specify where the activities of the audit committee are presented in your annual report or website (Page number or section name in the annual report/website) |
Administrative Activities-Committees and Working Principles |
| Specify where the activities of the corporate governance committee are presented in your annual report or website ( Page number or section name in the annual report/website ) |
Administrative Activities-Committees and Working Principles |
| Specify where the activities of the nomination committee are presented in your annual report or website (Page number or section name in the annual report/website) |
- |
| Specify where the activities of the early detection of risk committee are presented in your annual report or website ( Page number or section name in the annual report/website ) |
Administrative Activities-Committees and Working Principles |
| Specify where the activities of the remuneration committee are presented in your annual report or website (Page number or section name in the annual report/website) |
- |
| 4.6. Financial Rights | |
| Specify where the operational and financial targets and their achievement are presented in your annual report ( Page number or section name in the annual report) |
Consolidated Financial Statements |
| Specify the section of website where remuneration policy for executive and non-executive directors are presented. |
Investor Relations-Policies-Board Remuneration Policy |
| Specify where the individual remuneration for board members and senior executives are presented in your annual report (Page number or section name in the annual report) |
Corporate Governance Practices-Financial Rights provided to the Members of the Board of Directors and Senior Management |
report)
| Names Of The Board Committees |
Name of committees defined as "Other" in the first column |
The Percentage Of Non-executive Directors |
The Percentage Of Independent Directors In The Committee |
The Number Of Meetings Held In Person |
The Number Of Reports On Its Activities Submitted To The Board |
|---|---|---|---|---|---|
| Denetim Komitesi ( Audit Committee) |
% 100 | % 100 | 10 | 21 | |
| Kurumsal Yönetim Komitesi ( Corporate Governance Committee) |
% 67 | % 67 | 10 | 10 | |
| Riskin Erken Saptanması Komitesi ( Committee of Early Detection of Risk) |
% 67 | % 67 | 6 | 6 |
| Mesut Çetin | Chairman (Member of the Board of Directors / CFO) |
|---|---|
| Doğan Varinlioğlu | Vice Chairman (President of Türkiye and International Markets) |
| Emine Seçil Yüksel | Secretary / Member (Communication) |
| Gülseren Mahmutoğlu | Member (Investor Relations) |
| Gülcan Gümüş | Member (Human Resources & Development) |
| Aytaç Aysuna Erden | Member (Legal) |
| Rıza Yıldız | Member (Finance) |
| Sibel Kayaoğlu | Member (Occupational Health, Safety & Environment) |
| Fatma Yanbasan Turp | Member (Quality Operations) |
| Gökhan Kaba | Member (Purchasing) |
| Murat Aksoy | Member (Production Planning & Logistics) |
| Serkan Varlık-Mert Uz | Member (International Markets) |
| Şerifenur Taşkıran | Member (R&D and International Technical Regulatory Affairs) |
| İrfan Çinkaya | Member (Biotechnology) |
| Suat Cingiler | Member (Engineering Project Coordination) |
| Emre Günaydın | Member (Strategic Planning & Corporate Communication) |
| As DEVA Holding, we believe that sustainability is a social and even a global responsibility that we should all adopt towards the world | Yes Partial No Not Applicable |
|||
|---|---|---|---|---|
| we live in. | S u s t a i n a b i l i t y C o m p l i a n c e R e p o r t |
|||
| Our primary goals are to leave a more livable world to future generations, energy efficiency and to use resources effectively without | A G E N E R A L P R I N C I P L E S |
|||
| harming the nature, and to ensure the widespread use of recycling practices, and our activities are carried out in accordance with ISO 14001 Environmental Management System standards in all our production facilities and headquarters. |
A 1 S t r a t e g y , P o l i c y a n d G o a l s A1.1. The prioritised environmental, social and corporate |
|||
| governance (ESG) issues, risks and opportunities have been determined by the Company's Board of Directors. |
X | https://www.deva.com.tr/en/policy | ||
| In order to ensure sustainable development, protecting the environment, not harming the ecological balance, contributing to the | A1.1. The ESG policies (Environmental Policy, Energy Policy, Human Rights and Employee Policy etc.) have |
|||
| reduction of carbon footprint and emissions, which are the main responsible factors for global warming, and raising awareness in the | been created and disclosed to the public by the Company's Board of Directors. |
X | https://www.deva.com.tr/en/policy | |
| society by promoting the effective use of natural resources are our main focus areas. | A1.2. The short and long-term targets set within the | X | Our work on this issue |
https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ 2023%20DEVA%20Holding%20Sustainability%20Report_29_08_ |
| Within the framework of "Compliance with Sustainability Principles" introduced by the Corporate Governance Communiqué of the | scope of ESG policies have been disclosed to the public. | continues. | 2024_compressed.pdf | |
| Capital Markets Board; by following the developments related to sustainability in Türkiye and in the world, to carry out studies | A 2 I m p l e m e n t a t i o n / M o n i t o r i n g |
|||
| determining the policies and procedures within the Company and to present their opinions and suggestions, to review the | A2.1. The responsible committees and/or business units for the implementation of ESG policies and the senior |
X | https://www.deva.com.tr/en/committees | |
| sustainability management, policies and procedures and effectiveness at least twice a year, to ensure that sustainability can be | officials related to ESG issues in the Company and their duties have been identified and disclosed to the public. |
|||
| steered quickly, effectively and healthily within the Company. | A2.1. The activities carried out within the scope of policies by the responsible committee and/or unit have |
|||
| been reported to the Board of Directors at least once a year. |
X | |||
| A "Sustainability Subcommittee" was established to work under the Corporate Governance Committee in order to ensure and contribute to the development of standards, and the "2023 Sustainability Report" was published within the framework of related |
Action plans on the issue have |
|||
| studies. | A2.2. In line with the ESG targets, the implementation and action plans have been formed and disclosed to the |
X | been created | |
| public. | but have not been disclosed |
|||
| A2.3. The Key ESG Performance Indicators (KPI) and the | to the public. Our work on |
https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ | ||
| Sustainability Subcommittee | level of reaching these indicators have been disclosed to the public on yearly basis. |
X | this issue continues. |
2023%20DEVA%20Holding%20Sustainability%20Report_29_08_ 2024_compressed.pdf |
| A2.4. The activities for improving the sustainability performance of the business processes or products and |
X | https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ 2023%20DEVA%20Holding%20Sustainability%20Report_29_08_ |
||
| services have been disclosed to the public. | 2024_compressed.pdf | |||
| Mesut Çetin Chairman (Member of the Board of Directors / CFO) |
A 3 R e p o r t i n g A3.1. The information about the sustainability |
|||
| Doğan Varinlioğlu Vice Chairman (President of Türkiye and International Markets) |
performance, targets and actions have been given in | X | Annual Report, Sustainability Principles Compliance Report | |
| Emine Seçil Yüksel Secretary / Member (Communication) |
annual reports of the Company an understandable, accurate and sufficient manner. |
|||
| Gülseren Mahmutoğlu Member (Investor Relations) |
A3.2. The information about activities which are related to the United Nations (UN) 2030 Sustainable |
X | We do not have any work |
|
| Gülcan Gümüş Member (Human Resources & Development) |
Development Goals have been disclosed to the public. | regarding to this subject. |
||
| Aytaç Aysuna Erden Member (Legal) |
A3.3. The lawsuits filed and/or concluded against the Company about ESG issues which are material in terms |
There is no | ||
| Rıza Yıldız Member (Finance) |
of ESG policies and/or will significantly affect the | X | lawsuits in this matter. |
|
| Company's activities, have been disclosed to the public. | ||||
| A 4 V e r i f i c a t i o n |
||||
| Sibel Kayaoğlu Member (Occupational Health, Safety & Environment) |
It is explained in | |||
| Fatma Yanbasan Turp Member (Quality Operations) |
A4.1. The Company's Key ESG Performance metrics have been verified by an independent third party and publicly |
X | general terms in the |
https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ 2023%20DEVA%20Holding%20Sustainability%20Report_29_08_ |
| Gökhan Kaba Member (Purchasing) |
disclosed. | sustainability reports. |
2024_compressed.pdf | |
| Murat Aksoy Member (Production Planning & Logistics) |
B E N V I R O N M E N T A L P R I N C I P L E S |
|||
| Serkan Varlık-Mert Uz Member (International Markets) |
B1. The policies and practices, action plans, environmental management systems (known by the ISO 14001 standard) |
X | https://www.deva.com.tr/en/policy | |
| Şerifenur Taşkıran Member (R&D and International Technical Regulatory Affairs) |
and programs have been disclosed. | |||
| İrfan Çinkaya Member (Biotechnology) |
B2. The environmental reports prepared to provide information on environmental management have been |
It is explained in general terms in |
https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ | |
| Suat Cingiler Member (Engineering Project Coordination) |
disclosed to the public which is inculiding the scope, reporting period, reporting date and limitations about the |
X | the sustainability |
2023%20DEVA%20Holding%20Sustainability%20Report_29_08_ 2024_compressed.pdf |
| Emre Günaydın Member (Strategic Planning & Corporate Communication) |
reporting conditions. | reports. No incentives |
||
| B4. The environmental targets within the scope of performance incentive systems which included in the |
were offered for the |
|||
| rewarding criteria have been disclosed to the public on the | X | management | ||
| basis of stakeholders (such as members of the Board of Directors, managers and employees). |
for environmental |
|||
| issues. It is explained in |
||||
| B5. How the prioritised environmental issues have been integrated into business objectives and strategies has been disclosed. |
X | general terms in the sustainability |
https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ 2023%20DEVA%20Holding%20Sustainability%20Report_29_08_ 2024_compressed.pdf |
| B5. How the prioritised environmental issues have been integrated into business objectives and strategies has been disclosed. |
X | Company Compliance Status Yes Partial No Not Applicable |
It is explained in general terms in the sustainability reports. |
https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ Explanation Report Information on Publicly Disclosed Information (Page 2023%20DEVA%20Holding%20Sustainability%20Report_29_08_ number, menu name on the website) 2024_compressed.pdf |
Company Compliance Status Yes Partial No Not Applicable |
Explanation Report Information on Publicly Disclosed Information (Page number, menu name on the website) |
||
|---|---|---|---|---|---|---|---|---|
| B7. The way of how environmental issues has been S u s t a i n a b i l i t y C o m p l i a n c e R e p o r t |
C S O C I A L P R I N C I P L E S S u s t a i n a b i l i t y C o m p l i a n c e R e p o r t |
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| managed and integrated into business objectives and A G E N E R A L P R I N C I P L E S strategies throughout the Company's value chain, including the operational process, suppliers and customers has been A 1 S t r a t e g y , P o l i c y a n d G o a l s disclosed. |
X | https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ 2023%20DEVA%20Holding%20Sustainability%20Report_29_08_ 2024_compressed.pdf |
C 1 H u m a n R i g h t s a n d E m p l o y e e R i g h t s A G E N E R A L P R I N C I P L E S C1.1. The Institutional Human Rights and Employee A 1 S t r a t e g y , P o l i c y a n d G o a l s Rights Policy has been established in the ligh of the |
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| A1.1. The prioritised environmental, social and corporate B8. Whether the Company have been involved to governance (ESG) issues, risks and opportunities have environmental related organizations and been determined by the Company's Board of Directors. non-governmental organizations' policy making processes and collabrations with these organizations has been A1.1. The ESG policies (Environmental Policy, Energy disclosed. Policy, Human Rights and Employee Policy etc.) have |
X | X | We do not have any work regarding to this subject. |
https://www.deva.com.tr/en/policy | Universal Declaration of Human Rights, ILO Conventions A1.1. The prioritised environmental, social and corporate ratified by Turkey and other relevant legislation. The governance (ESG) issues, risks and opportunities have policy and the officals that responsible for the been determined by the Company's Board of Directors. implementation of it have been determined and A1.1. The ESG policies (Environmental Policy, Energy disclosed. Policy, Human Rights and Employee Policy etc.) have |
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Sustainability Policy – Ethical Principles Procedure |
https://www.deva.com.tr/en/policy https://www.deva.com.tr/en/policy |
| been created and disclosed to the public by the B9. In the light of environmental indicators (Greenhouse Company's Board of Directors. gas emissions (Scope-1 (Direct), Scope-2 (Energy indirect), Scope-3 (Other indirect), air quality, energy management, A1.2. The short and long-term targets set within the water and wastewater management, waste management, scope of ESG policies have been disclosed to the public. biodiversity impacts)), information on environmental impacts is periodically disclosed to the public in a A 2 Im p l e m e n t a t i o n / M o n i t o r i n g comparable manner. A2.1. The responsible committees and/or business units B10. Details of the standard, protocol, methodology, and |
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Our work on this issue continues. |
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C1.2. Considering the effects of supply and value chain, been created and disclosed to the public by the fair workforce, improvement of labor standards, Company's Board of Directors. women's employment and inclusion issues (gender, race A1.2. The short and long-term targets set within the , religion, language, marital status, ethnic identity, scope of ESG policies have been disclosed to the public. sexual orientation, gender identity, family responsibilities, union activities, political opinion, A 2 I m p l e m e n t a t i o n / M o n i t o r i n g disability, social and cultural differences, etc., such as non-discrimination) are included in its policy on A2.1. The responsible committees and/or business units |
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Our work on Ethical this issue Principles continues. Procedure |
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| for the implementation of ESG policies and the senior baseline year used to collect and calculate data has been officials related to ESG issues in the Company and their disclosed. duties have been identified and disclosed to the public. B11. The increase or decrease in Company's environmental A2.1. The activities carried out within the scope of indicators as of the reporting year has been comparatively |
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employee rights. for the implementation of ESG policies and the senior officials related to ESG issues in the Company and their C1.3. The measures taken for the minority rights/equality duties have been identified and disclosed to the public. of opportunity or the ones who are sensitive about certain economic, environmental, social factors (low A2.1. The activities carried out within the scope of income groups, women, etc.) along the supply chain |
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Our work on this issue continues. |
https://www.deva.com.tr/en/committees | ||
| policies by the responsible committee and/or unit have disclosed with previous years. been reported to the Board of Directors at least once a B12. The short and long-term targets for reducing the year. environmental impacts have been determined and the progress compared to previous years' targets has been |
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Our work on this issue Action plans on continues. the issue have |
2024_compressed.pdf | policies by the responsible committee and/or unit have have been disclosed. been reported to the Board of Directors at least once a C1.4. The developments regarding preventive and year. corrective practices against discrimination, inequality, human rights violations, forced and child labor have |
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Ethical Action plans on Principles the issue have |
https://www.deva.com.tr/en/policy | |
| disclosed. A2.2. In line with the ESG targets, the implementation and action plans have been formed and disclosed to the B13. A strategy to combat the climate crisis has been public. created and the planned actions have been publicly disclosed. |
X | X | been created but have not been disclosed to the public. |
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A2.2. In line with the ESG targets, the implementation been disclosed. and action plans have been formed and disclosed to the C1.5. Investments in employees (education, public. development policies), compensation, fringe benefits, right to unionize, work/life balance solutions and talent |
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Procedure been created but have not Fundamental been disclosed Rights and to the public. Responsibilities |
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| B14. The programs/procedures to prevent or minimize the A2.3. The Key ESG Performance Indicators (KPI) and the potential negative impact of products and/or services on level of reaching these indicators have been disclosed to the environment have been established and disclosed. the public on yearly basis. A2.4. The activities for improving the sustainability |
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Our work on this issue continues. We do not have |
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management are included in the employee rights policy. A2.3. The Key ESG Performance Indicators (KPI) and the C1.5. The mechanism for employee complaints and level of reaching these indicators have been disclosed to resolution of disputes have been established and related the public on yearly basis. solution processes have been determined. A2.4. The activities for improving the sustainability |
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Procedure Our work on this issue continues. |
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| B14. The actions to reduce greenhouse gas emissions of performance of the business processes or products and third parties (suppliers, subcontractors, dealers, etc.) have services have been disclosed to the public. been carried out and disclosed. A 3 R e p o r t i n g B15. The environmental benefits/gains and cost savings of |
X | X | any work regarding to this subject. Our work on |
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performance of the business processes or products and C1.5. The activities carried out within the reporting services have been disclosed to the public. period which related to ensure employee satisfaction A 3 have been disclosed. R e p o r t i n g |
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Studies on this subject have not been made |
2023%20DEVA%20Holding%20Sustainability%20Report_29_08_ 2024_compressed.pdf |
| A3.1. The information about the sustainability initiatives/projects that aims reducing environmental impacts have been disclosed. performance, targets and actions have been given in annual reports of the Company an understandable, |
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this issue continues. |
2023%20DEVA%20Holding%20Sustainability%20Report_29_08_ 2024_compressed.pdf Annual Report, Sustainability Principles Compliance Report |
A3.1. The information about the sustainability C1.6. The occupational health and safety policies have performance, targets and actions have been given in been established and disclosed. annual reports of the Company an understandable, |
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public. | https://www.deva.com.tr/en/ health-safety-and-environmental-policy Annual Report, Sustainability Principles Compliance Report |
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| B16. The data related to energy consumption (natural gas, accurate and sufficient manner. diesel, gasoline, LPG, coal, electricity, heating, cooling, etc.) has been disclosed as Scope-1 and Scope-2. A3.2. The information about activities which are related |
X | We do not have any work |
https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ 2023%20DEVA%20Holding%20Sustainability%20Report_29_08_ 2024_compressed.pdf |
C1.6. The measures taken for protecting health, accurate and sufficient manner. preventing occupational accidents and related statistics have been disclosed. A3.2. The information about activities which are related |
X | We do not have any work |
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| to the United Nations (UN) 2030 Sustainable B17. The information related to production of electricity, Development Goals have been disclosed to the public. heat, steam and cooling as of the reporting year has been disclosed. A3.3. The lawsuits filed and/or concluded against the |
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We do not have regarding to any work this subject. regarding to this subject. |
to the United Nations (UN) 2030 Sustainable C1.7. The personal data protection and data security Development Goals have been disclosed to the public. policies have been established and disclosed. C1.8. The ethics policy have been established and A3.3. The lawsuits filed and/or concluded against the |
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regarding to this subject. |
https://www.deva.com.tr/tr/kvkk https://www.deva.com.tr/en/policy |
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| Company about ESG issues which are material in terms B18. The studies related to increase the use of renewable of ESG policies and/or will significantly affect the energy and transition to zero/low carbon electricity have Company's activities, have been disclosed to the public. been conducted and disclosed. A 4 V e r i f i c a t i o n |
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There is no We do not have lawsuits in this any work matter. regarding to this subject. |
disclosed. Company about ESG issues which are material in terms of ESG policies and/or will significantly affect the C1.9. The studies related to social investment, social Company's activities, have been disclosed to the public. responsibility, finansal inclusivity and access to finance have been explained. A 4 V e r i f i c a t i o n |
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There is no lawsuits in this We do not have matter. any work regarding to this subject. |
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| B19. The renewable energy production and usage data has A4.1. The Company's Key ESG Performance metrics have been publicly disclosed. been verified by an independent third party and publicly |
X | X | We do not have It is explained in any work general terms in regarding to the this subject. |
https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ 2023%20DEVA%20Holding%20Sustainability%20Report_29_08_ |
C1.10. The informative meetings and training programs related to ESG policies and practices have been A4.1. The Company's Key ESG Performance metrics have organized for employees. been verified by an independent third party and publicly |
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It is explained in general terms in the |
https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ 2023%20DEVA%20Holding%20Sustainability%20Report_29_08_ |
| disclosed. B20. The Company conducted projects about energy efficiency and the amount of reduction on energy B E N V I R O N M E N T A L P R I N C I P L E S consumption and emission achieved through these projects |
X | sustainability We do not have reports. any work regarding to |
2024_compressed.pdf | disclosed. C 2 S t a k e h o l d e r s , I n t e r n a t i o n a l S t a n d a r d s a n d I n i t i a t i v e s C2.1. The customer satisfaction policy regarding the B E N V I R O N M E N T A L P R I N C I P L E S management and resolution of customer complaints has |
X | sustainability reports. Ethical Principles |
2024_compressed.pdf | |
| have been disclosed. B1. The policies and practices, action plans, environmental management systems (known by the ISO 14001 standard) B21. The water consumption, the amount, procedures and and programs have been disclosed. sources of recycled and discharged water from underground or above ground (if any), have been disclosed. B2. The environmental reports prepared to provide |
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this subject. It is explained in |
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B1. The policies and practices, action plans, environmental been prepared and disclosed. management systems (known by the ISO 14001 standard) C2.2. The information about the communication with and programs have been disclosed. stakeholders (which stakeholder, subject and frequency) have been disclosed. B2. The environmental reports prepared to provide |
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Procedure It is explained in |
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| information on environmental management have been B22. The information related to whether Company's disclosed to the public which is inculiding the scope, operations or activities are included in any carbon pricing reporting period, reporting date and limitations about the system (Emissions Trading System, Cap & Trade or Carbon reporting conditions. |
X | X | general terms in We do not have the any work sustainability regarding to reports. |
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information on environmental management have been C2.3. The international reporting standards that adopted disclosed to the public which is inculiding the scope, in reporting have been explained. reporting period, reporting date and limitations about the reporting conditions. |
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general terms in the sustainability reports. |
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| Tax). B23. The information related to accumulated or purchased B4. The environmental targets within the scope of carbon credits within the reporting period has been performance incentive systems which included in the disclosed. |
X | this subject. No incentives We do not have were offered for any work the regarding to |
C2.4. The principles adopted regarding sustainability,the signatory or member international organizations, B4. The environmental targets within the scope of committees and principles have been disclosed. performance incentive systems which included in the C2.5. The improvements have been made and studies |
X | No incentives were offered for the Our work on |
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| B24. If carbon pricing is applied within the Company, the details have been disclosed. |
X | this subject. We do not have any work regarding to |
have been carried out in order to be included in the Borsa Istanbul sustainability indices and/or international index providers. |
X | this issue continues. |
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| B25. The platforms where the Company discloses its | X | this subject. | www.deva.com.tr | D C O R P O R A T E G O V E R N A N C E P R I N C I P L E S D1. The opinions of stakeholders have been sought in the determination of measures and strategies related to |
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| environmental information have been disclosed. | sustainability field. D2. The social responsibility projects, awareness activities and trainings have been carried out to raise awareness about sustainability and its importance. |
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Address : Halkalı Merkez Mah. Basın Ekspres Cad. No.1 Küçükçekmece-İstanbul, Türkiye Phone : +90 212-692 92 92 Fax : +90 212-697 02 08 Website : www.deva.com.tr E-Mail address : [email protected]
Trade Register : İstanbul Commerce Registry Office Register No. : 70061
DELOITTE TOUCHE TOHMATSU LIMITED Drt Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. Phone : +90 212 366 60 00 Fax : +90 212 366 60 10
| PwC YMM A.Ş. | |
|---|---|
| Phone | : +90 212 326 60 60 |
| Fax | : +90 212 326 60 50 |
DEVA Holding's issued capital amounts to TRY 200,019,287.78. The company's capital is divided into 20,001,928,778 shares, each with a nominal value of 1 kuruş.
In 01.01.2024 - 31.12.2024 period, 1 lot of shares of DEVA Holding traded at Borsa Istanbul (BİST) was traded at TRY 60.85 as the lowest value and at TRY 106.00 as the highest value and closed the year at TRY 78.40.
The graph below presents the 2024 performance of DEVA Holding shares based on closing prices.
| DEVA HOLDING A.Ş. | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 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 | 10% of the profit amount to be determined in accordance with the the Articles of Association is distributed to privileged shareholders of A |
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| with the Articles of Association, information on such | group. | ||||||||||
| privilege | |||||||||||
| Based on CMB Based on Legal Records | |||||||||||
| (LR) | |||||||||||
| 3 | Profit for the Period | 369.357.622,00 | -1.854.886.761,62 | ||||||||
| 4 | Taxes (-) | -299.937.976,00 | 0 | ||||||||
| 5 | Net Profit for the Period | 69.419.646,00 | -1.854.886.761,62 | ||||||||
| 6 | Losses from the Previous Periods (-) | 0,00 | 0,00 | ||||||||
| 7 | General Legal Reserve (-) | 0,00 | 0,00 | ||||||||
| 8 | Net Distributable Profit/Loss for the Period | 69.419.646,00 | -1.854.886.761,62 | ||||||||
| 9 | Donations made within the year (+) | 2.405.705,37 | |||||||||
| 10 | Net Distributable Profit for the Period with | 71.825.351,37 | |||||||||
| Donations added | |||||||||||
| 11 | First Profit to Shareholders | 0,00 | 0,00 | ||||||||
| -Cash | 0,00 | 0,00 | |||||||||
| -Without charge | |||||||||||
| -Total | |||||||||||
| 12 | Profit distributed to Privileged Shareholders | 0,00 | 0,00 | ||||||||
| 13 | Other Profit Distributed | ||||||||||
| - To the Members of the Board of Directors | 0,00 | 0,00 | |||||||||
| - To the Employees | |||||||||||
| - To persons other than Shareholders | |||||||||||
| 14 | Profit distributed to Dividend Shareholders | 0,00 | 0,00 | ||||||||
| 15 | Second Profit to Shareholders | 0,00 | 0,00 | ||||||||
| 16 | General Legal Reserve | 0,00 | 0,00 | ||||||||
| 17 | Statutory Reserves | 0,00 | 0,00 | ||||||||
| 18 | Special Reserves | 0,00 | 0,00 | ||||||||
| 19 | Extraordinary Reserves | 69.419.646,00 | 0,00 | ||||||||
| 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 | |||||||||||
| TOTAL PROFIT | |||||||||||
| DISTRIBUTED/NET | |||||||||||
| DISTRIBUTABLE | PROFIT CORRESPONDING | ||||||||||
| GROUP | TOTAL PROFIT DISTRIBUTED |
PROFIT FOR THE PERIOD |
TO SHARE WITH NOMINAL VALUE OF TL 1 |
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| Cash (TL) | Free | Rate (%) | Amount (TL) | Rate (%) | |||||||
| (TL) | |||||||||||
| GROSS A | 0,00 | 0 | 0,00 | 0,00 | 0,00 | ||||||
| B | 0,00 | 0 | 0,00 | 0,00 | 0,00 | ||||||
| C | 0,00 | 0 | 0,00 | 0,00 | 0,00 | ||||||
| TOTAL | 0,00 | 0 | |||||||||
DEVA HOLDING A.S. Halkali Merkez Mah. Basin Ekspres Cad. No: 1 34303 Kucukcekmece - ISTANBUL / TÜRKİYE Phone: +90 212 692 92 92 • [email protected]
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