AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

İSKENDERUN DEMİR VE ÇELİK A.Ş.

AGM Information Mar 3, 2025

5923_rns_2025-03-03_12cdefc4-1469-4714-989b-ff8551061770.pdf

AGM Information

Open in Viewer

Opens in native device viewer

ADDITIONAL DISCLOSURES WITHIN THE FRAME OF CMB REGULATIONS

General disclosures which must be done pursuant to the "II-17.1 Communiqué on Corporate Governance" of the Capital Markets Board, could be found hereinafter:

1. Total number of shares and voting rights reflecting the current corporate structure as of the date that the announcement and should the corporation have privileged shares, number of privileged shares and voting rights for each privileged share group and information on the feature of the privileges:

Shareholder Amount of
Shares (TRY)
Share in Capital
(%)
Voting Right Rate of Voting
Right (%)
Ereğli Demir ve Çelik
Fabrikaları T.A.Ş.
2,751,325,633 94.87 275,132,563,316 94.87
Other 148,674,367 5.13 14,867,436,684 5.13
Total 2,900,000,000 100.00 290,000,000,000 100.00

This capital is divided into shares Group A and Group B. 2.000 (twothousand) share of certificate, issued to the bearer amounting to TRY 20 (twenty Turkish Lira) belongs to ERDEMİR is A group and 289,999,998,000 (two hundred eighty nine billion nine hundred ninety nine million nine hundred ninety eight thousand) share of certificates amounting to 2,899,999,980 (two billion eight hundred ninety nine million nine hundred ninety nine thousand nine hundred eighty Turkish Lira) is B Group.

Usufruct right to the name of Privatization Administration has been established in order to be valid until a contrary decision is taken by High Board of Privatization on A Group shares together with all rights.

In the Company's Articles of Association,

  • The decisions related to amendments on board of directors meeting and decision quorum and on the rights affecting A Group shares in the Articles of Association; any kind of Articles of Association amendment effecting obligations related to investment and employment and in parallel with the obligations existing in the Articles of Association and affecting directly or indirectly the rights entitled to A Group Shares related to these obligations,

  • To close and to sell any of the integrated steel production facilities and mine facilities owned by the company; to restrict with any encumbrance or to decrease its capacity,

  • To close, to sell, to demerger or to merger or to liquidate the company,

may be made by affirmative vote of representative of Privatization Administrating having usufruct right as representative of A group shares. Otherwise the decisions made shall be invalid.

2. Changes in the management and activities of the corporation that took place in the past accounting period or that are planned for future accounting periods, which may affect the activities of the corporation significantly and information on the reasons for such changes:

There is no change in the management and activities of the corporation that took place in the past accounting period or that are planned for future accounting periods, which may affect the activities of the corporation significantly.

3. In case the general assembly meeting agenda includes dismissal, change or election of board of directors members, the grounds for their dismissal and change and with respect to the persons whose candidacy has been declared to the corporation; their curricula vitae, duties that they have conducted in the last ten years and reasons for their resignation, feature and materiality level of their relation with the corporation and its related parties, whether they are independent or not, and information on similar issues which may affect the activities of the corporation should these persons are elected as members of Board of Directors:

Legal Entity Board Members have been appointed for three years and Independent Board Members have been appointed for one year at the 2021 Ordinary General Assembly Meeting which was held on March 17, 2022.

Due to the expiry of their term of office, Emre GÖLTEPE, Kadri ÖZGÜNEŞ and Sezai Afif ENSARİ were elected as Independent Members of the Board of Directors for one year as a result of the election at the Ordinary General Assembly Meeting dated March 28, 2024.

According to the decision of our Company's Board of Directors;

It has been decided that Gürtan DAMAR will be registered and announced on the trade registry as a real person representative of Erdemir Çelik Servis Merkezi Sanayi ve Ticaret A.Ş. in place of Baran ÇELİK according to the Board of Directors decision of our Company's legal entity Deputy Chairman and Executive Director Erdemir Çelik Servis Merkezi Sanayi ve Ticaret A.Ş., numbered 413.

It has been decided that Mustafa Serdar BAŞOĞLU will be registered and announced on the trade registry as a real person representative of Erdemir Madencilik Sanayi ve Ticaret A.Ş. in place of Gürtan DAMAR according to the Board of Directors decision of our Company's legal entity Board Member and Executive Director Erdemir Madencilik Sanayi ve Ticaret A.Ş., numbered 13.

It has been decided that Baran ÇELİK will be registered and announced on the trade registry as a real person representative of OYAK Pazarlama Hizmet ve Turizm A.Ş. in place of Eren Ziya DİK according to the Board of Directors decision of our Company's legal entity Board Member OYAK Pazarlama Hizmet ve Turizm A.Ş., numbered 2024/26.

Resumes of the Legal Entity Board Members and Independent Board Members who will be nominated at the 2024 Ordinary General Meeting, which will be held on March 26, 2025 are given in the Appendix 1.

4. Written requests of shareholders submitted to the Investor Relations Department for inclusion of an item into the agenda and should the board of directors have not accepted the proposals, such proposals which have not been accepted and grounds for their refusal:

No such request has been received for the Ordinary General Meeting.

5. In case the agenda includes amendment of articles of association, relevant resolution of the board of directors and former and new versions of the articles of association:

There is no such article about the amendment of articles of association in our Ordinary General Meeting's agenda.

APPENDIX-1

CURRICULUM VITAE

Name Surname : Süleyman Savaş ERDEM
Birth Date : 1969
Educational
Background
Institution Graduation Date
Master's Degree Carnegie Mellon University, Pittsburgh,
U.S.A. / School of Public Policy and
Management
2005
Bachelor's Degree Middle East Technical University
/
Department of Political Science & Public
Administration
1996

Foreign Language(s): English, German

Experiences in Last 10 Years:

Experience Starting and Ending Dates
OYAK-CEO 2016-
Ziraat Bank Montenegro AD-Board Member 2016-
Prime Ministry Chief Inspector 2014-2016

In addition, Mr. Erdem has periodical various seats as Board Member (as a representative) within the OYAK Group Companies as of March 2025.

Title Company
Chairman (Representative) Ereğli Demir ve Çelik Fabrikaları T.A.Ş.
Chairman (Representative) İskenderun Demir ve Çelik A.Ş

Name Surname : Gürtan DAMAR

Birth Date : 1971

Educational
Background
Institution Graduation
Date
Bachelor's Degree Yıldız Technical University/ Mechanical Engineer 1992

Foreign Language(s): English, German, Russia

Experiences in Last 10 Years:

Experience Starting and Ending Dates
Erdemir Mühendislik Yönetim ve Danışmanlık
Hizmetleri A.Ş.–General Manager
2020-
Ereğli Demir ve Çelik Fabrikaları T.A.Ş.–Consultant
Of Deputy Chairman And Executive Director
2019-2020
Ereğli Demir ve Çelik Fabrikaları T.A.Ş.–Procurement
Director (Acting)
2018-2019
İskenderun Demir ve Çelik A.Ş–Consultant Of
General Manager
2017-2018
Türkiye Şişe ve Cam Fabrikaları A.Ş.–Glass
Packaging Group (Russia) General Manager
2015-2017

In addition, Mr. Damar has periodical various seats as Chairman / Board Member (as a representative) within the OYAK Group Companies as of March 2025.

Title Company
Deputy Chairman and Executive Director
(Representative)
Ereğli Demir ve Çelik Fabrikaları T.A.Ş.
Deputy Chairman and Executive Director
(Representative)
İskenderun Demir ve Çelik A.Ş

Name Surname : Mustafa Serdar BAŞOĞLU

Birth Date : 1982

Educational
Background
Institution Graduation Date
Master's Degree Bülent Ecevit University
/
Business Administration
2013
Bachelor's Degree Karadeniz
Technical University
/ Finance
2003

Foreign Language(s): English

Experiences in Last 10 Years:

Experience Starting and Ending Dates
OYAK Mining Metallurgy Group-Financial Management
and Financial Affairs Group Vice President
2020-
OYAK Mining Metallurgy Group-Finance Director 2018-2020
OYAK Mining Metallurgy Group-Treasury Manager 2014-2018

In addition, Mr. Başoğlu has periodical various seats as Chairman / Deputy Chairman / Board Member (as a representative) within the OYAK Group Companies as of March 2025.

Title Company
Board Member and Executive Director
(Representative)
Ereğli Demir ve Çelik Fabrikaları T.A.Ş.
Board Member and Executive Director
(Representative)
İskenderun Demir ve Çelik A.Ş
Name Surname :
Baran ÇELİK
Birth Date :
1981
Educational
Background
Institution Graduation Date
Bachelor's Degree Boğaziçi University / International Trade 2004

Foreign Language(s): English

Experiences in Last 10 Years:

Experience Starting and Ending Dates
OYAK-Consultant 2024-
OYAK-Group President Financial Affairs and Finance 2021-2024
OYAK-Financial Management and Financial Affairs Vice
President
2018-2021
OYAK Çimento-Financial Affairs Vice President 2017-2018
Çimsa-Vice President (Finance) 2015-2017

In addition, Mr. Çelik has periodical various seats as Chairman / Deputy Chairman / Board Member (as a representative) within the OYAK Group Companies as of February 2025.

Title Company
Board Member (Representative) Ereğli Demir ve Çelik Fabrikaları T.A.Ş.
Board Member (Representative) İskenderun Demir ve Çelik A.Ş.

Name Surname : Güliz KAYA

Birth Date : 1978

Educational
Background
Institution Graduation Date
Master's Degree Ankara University /
Faculty of Law,
Commercial Law
2004
Bachelor's Degree Ankara University /
Faculty of Law
2000

Foreign Language(s): English

Experiences in Last 10 Years:

Experience Starting and Ending Dates
OYAK -I. Legal Counsel 2019-
OYAK-Legal Counsel 2016-2019
ATAER Holding A.Ş.-Legal Director 2014-2016

In addition, Ms. Kaya has periodical various seats as Board Member (as a representative) within the OYAK Group Companies as of March 2025.

Title Company
Board Member (Representative) Ereğli Demir ve Çelik Fabrikaları T.A.Ş.
Board Member (Representative) İskenderun Demir ve Çelik A.Ş.

CURRICULUM VITAE (INDEPENDENT MEMBER)

Name Surname : Emre GÖLTEPE

Birth Date : 1982

Educational
Background
Institution Graduation Date
Master's Degree INSEAD Singapore / France,
Finance
2015-2017
Bachelor's Degree Istanbul Bilgi University / International
Finance
2001-2006
Bachelor's Degree Istanbul Bilgi University / Economics 2001-2006

Foreign Language(s): English

Experiences in last 10 years are;

Experience Starting and Ending Dates
OYAK Yatırım Menkul Değerler A.Ş.
Independent Board Member
2023-
Ereğli Demir ve Çelik Fabrikaları T.A.Ş.
Independent Board Member
2022-
İskenderun Demir ve Çelik A.Ş.
Independent Board Member
2022-
Neo Portföy Yönetim A.Ş.
Founding Partner, Board Member
2019-
Lakehill Capital Partners
Founding Partner
2018-
Rhea Girişim Sermayesi Yatırım Ortaklığı
Vice President
2012-2018

He has no relationship with the company and related entities.

CURRICULUM VITAE (INDEPENDENT MEMBER)

Name Surname : Kadri ÖZGÜNEŞ

Birth Date : 1973

Educational
Background
Institution Graduation Date
Doctor's Degree Boğaziçi
University / Finance
2006
Master's Degree Boğaziçi
University / Economics
1998
Bachelor's Degree İstanbul Technical University /
Management Engineering
1993

Foreign Language(s): English

Experiences in Last 10 Years:

Experience Starting and Ending Dates
Ereğli Demir ve Çelik Fabrikaları T.A.Ş.
Independent Board Member
2023-
İskenderun Demir ve Çelik A.Ş.
Independent Board Member
2023-
OYAK Yatırım Menkul Değerler A.Ş.
Independent Board Member
2021-2023
Hektaş Ticaret T.A.Ş.
Independent Board Member
2021-
Kairos
Kurumsal Danışmanlık
Managing Partner
2019-
İstinye University
Dr. Lecturer
2018-2023
Temsa Ulaşım Araçları Sanayi veTicaret A.Ş.
Business Development Deputy General Manager
2018-2018
Temsa Ulaşım Araçları Sanayi veTicaret A.Ş.
Foreign Sales, Marketing Deputy General
Manager
2016-2017
Hacı Ömer
Sabancı Holding A.Ş.
Business Development and Performance Director
2013-2016

He has no relationship with the company and related entities.

CURRICULUM VITAE (INDEPENDENT MEMBER)

Name Surname : Sezai Afif ENSARİ

Birth Date : 1951

Educational
Background
Institution Graduation Date
Bachelor's Degree İstanbul University / Faculty of Economics 1973

Foreign Language(s): English

Experiences in Last 10 Years:

Experience Starting and Ending Dates
Ereğli Demir ve Çelik Fabrikaları T.A.Ş.
Independent Board Member
2024-
İskenderun Demir ve Çelik A.Ş.
Independent Board Member
2024-
OYAK Çimento Fabrikaları A.Ş.
Independent Board Member
2020-
Adana Çimento Sanayii T.A.Ş.
Independent Board Member
2018-2020
Sümer Holding A.Ş.
General Manager
and Deputy Chairman
2005-2016

He has no relationship with the company and related entities.

Talk to a Data Expert

Have a question? We'll get back to you promptly.