AGM Information • Mar 3, 2025
AGM Information
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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.
| 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 |
| Experience | Starting and Ending Dates |
|---|---|
| OYAK-CEO | 2016- |
| Ziraat Bank Montenegro AD-Board Member | 2016- |
| Prime Ministry Chief Inspector | 2014-2016 |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
| 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. |
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 |
| 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.
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 |
| 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.
Name Surname : Sezai Afif ENSARİ
Birth Date : 1951
| Educational Background |
Institution | Graduation Date |
|---|---|---|
| Bachelor's Degree | İstanbul University / Faculty of Economics | 1973 |
| 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.
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