AGM Information • Jun 24, 2025
AGM Information
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Izmir Trade Registry Civil Service Center-133491 registry in the number registered , İzdemir Energy Electricity Production Joint Stock Company The company's Ordinary General Assembly Meeting ; On June 24, 2025 , at 11:30, Nemrut Street No :2 Cockroach Neighborhood Aliağa - İZMİR address , TC Ministry of Trade İzmir Provincial Directorate of Trade dated 19.06.2025 and numbered 00110483441 with his writings assigned by the Ministry of Trade of the Republic of Turkey Under the supervision of Representative Olcay ATALAY and Kerem Umut CİNSOY has been done .
To the meeting the call for the Law and Articles of Association as foreseen and also includes the agenda will as per the Turkish Trade Registry Gazette dated 30.05.2025 and numbered 11342. On pages 158 and 159 of the copy www.izdemirenerji.com.tr at the address on the company website , Public Lighting Platform (KAP), Central Record Announcement of the establishment in the Electronic General Assembly System (EGKS) to be made by means of duration inside has been done .
Ready found list of From the investigation , the company's 2.443.750.000 TL paid to his capital corresponds to 2.443.750.000 units , each with a nominal value of 1 TL from the share ; 1.000 Group A shares worth 1,000 TL and 1.529.212.250 Group B shares worth 1.529.212.250,00 TL your share by proxy , 3.616 Group B , amounting to 3.616,42 TL your share In principle , 32.345.780 units of Group B , amounting to 32.345.780,00 TL your share whereas deposit who Representatives by to be as follows 1.561.561.646 units with a total amount of 1.561.561.646,42 TL your share at the meeting representation was made It is understood .
Management Board of Directors Member Ahmet BAŞTUĞ, both in the Law and the Articles of Association Foreseen minimum meeting quorum available is detection by the meeting opening physical and electronic in the environment same at the moment done and agenda of the articles to be discussed has been passed .
Relating to legislation and General Assemblies related Company Internal Directive in the scope of electronic general Board provisions hidden to stay provided that to the meeting physical aspect the shareholders participating in the event openly and by show of hands to vote by saying no will use Dear shareholders , if the rejection vote Name Surname to indicate by means of loud aspect to indicate as required about written and oral to inform Description done .
1. Meeting Presidency and shareholders on behalf of meeting minutes of Signing Feyyaz YAZAR offer for It was voted , 1.561.561.646,42 TL was accepted . vote to be unanimously with acceptance was done .
Meeting President to the meeting participation right giving documents to legislation suitability management by organ control was made detection by saying ready found list of has signed .
At the meeting duty to take as follows Meeting President by to the clerkship Ozan KNOW has been selected .
2. Tamer ÖZTÜRK , representative of İzmir Iron and Steel Industry Inc. , Independent Control Report and Management Board of Directors Activity The report is presented to our shareholders and participants . distributed and on our website published be because of distributed with contentment and independence Control The report with Management Board of Directors Activity The report should not be read about proposal 1.561.561.646,42 TL accepted by reading vote to be unanimously with acceptance was done .
Independent Control Report and Management Board of Directors Activity The report to meet opened , Meeting Chairman Feyyaz YAZAR, Management Board of Directors Activity Your report approval of the General Assembly to their votes submitted and accepted 1.561.561.646,42 TL vote to be unanimously with approved .
3. Izmir Iron and Steel Industry Inc. representative Tamer ÖZTÜRK , presented the Balance Sheet and Profit - Loss Accounts to our shareholders and participants . distributed and on our website published be because of distributed with be satisfied Balance Sheet and Profit - Loss Accounts not to be read about proposal 1.561.561.646,42 TL accepted by reading vote to be unanimously with acceptance was done .
Balance Sheet and Profit - Loss Accounts with Supplements to meet opened . Meeting President Feyyaz YAZAR, Balance Sheet and Profit-Loss Accounts with Supplements approval of the General Assembly to their votes submitted and accepted 1.561.561.646,42 TL vote to be unanimously with approved .
4. Company Management Board of Directors members' 2024 account period activities with relating to aspect discharge to be done voted , Management Board of Directors its members did not participate Voting As a result , the Company Management Board of Directors members' 2024 account period activities with relating to aspect discharge 1.561.561.646,42 TL accepted vote to be unanimously with decision was given
5. 2024 year inside 488.410,00 TL amounting to donations and aids of the General Assembly to the knowledge of presented . Given motion in line with the year 2025 for can be done Donations top limit as 20.000.000,00 TL Determination the matter was decided by the General Assembly to their votes was presented and 32.345.780 TL was rejected Acceptance of 1.529.215.866,42 TL vote to be majority vote as with acceptance was done .
6. From the audit Responsible The Committee suggestion over Management Board of Directors' decision dated 04.06.2025 and numbered 11 decision with determined ;
Capital Market Law and Turkish Commercial Code suitable as 2025 account to the period related control KPMG Independent Auditing and Freelance Accountant Financial Consultancy Inc. General The Board 32.345.780 TL was rejected by the vote Acceptance of 1.529.215.866,42 TL vote to be majority vote as with acceptance was done .
7. From the audit Responsible The Committee suggestion over Management Board of Directors' decision dated 04.06.2025 and numbered 11 decision with determined ;
Public Oversight , Accounting and Auditing Standards By the Institution ("KGK") determined in accordance with the Turkish Sustainability Reporting Standards ("TSRS") suitable aspect 01.01.2025- 31.12.2025 account to be prepared to the period related Sustainability Your report compulsory sustainability assurance of control to be done " Opinion on the subject Independent Auditing and Certified Public Accountants Inc. General The Board 32.345.780 TL was rejected by the vote Acceptance of 1.529.215.866.42 TL vote to be majority vote as with acceptance was done .
8. With the decision numbered 35 and dated 14.12.2023 of the Company's Board of Directors , the maximum number of shares that can be bought back has been determined as 105.000.000 the fund to be allocated for the buyback has been determined as 650 million TL and the buyback period has been determined as 3 years within the scope of the buyback program initiated in order to protect shareholders and contribute to healthy price formation in case the share price of İzmir Demir Çelik Sanayi A.Ş. (İDÇ), which is a 54.32% subsidiary of our Company and its main partner, traded on Borsa İstanbul with the share code IZMDC does not reflect the actual performance of İDÇ activities.
Within the scope of the current share buyback program, purchases continued in 2024 and the total nominal amount of the IZMDC shares bought back reached 66.142.950 TL, and these shares correspond to 4,41% of the capital of İzmir Demir Çelik Sanayi A.Ş.
Within the scope of the Principle Decision of the Board Decision-Making Body regarding the share buyback transactions included in the Capital Markets Board's Communiqué on Buyback Shares and its bulletin dated 19.03.2025 and numbered 2025/16, information was provided to the Company Shareholders and İzmir Demir Çelik Sanayi A.Ş. Shareholders regarding the continuation of the Buyback Program within the scope of the i-SPK.22.9 (dated 19.03.2025 and numbered 16/531 sk).
9. The proposal of Tamer ÖZTÜRK, representative of İzmir Demir Çelik Sanayi A.Ş., to pay an annual gross salary of 2.500,00 TL to each of the Non-Independent Board Members and a monthly net salary of 45.000,00 TL to each of the Independent Board Members was read and accepted by a majority vote of 1.529.215.866,42 TL in favor and 32.345.780 TL in against.
10. In accordance with the Capital Markets Board regulations, it was submitted to the General Assembly that there were no incomes or benefits obtained through guarantees, pledges, mortgages and sureties given by the Company and its subsidiaries in favor of third parties in 2024.
11. Shareholders were informed that there were no transactions carried out in 2024 within the scope of the shareholders who hold management control, members of the Board of Directors, senior executives and their spouses and relatives by blood or in-laws up to the second degree engaging in transactions that may cause a conflict of interest with the company or its affiliates and/or performing a commercial transaction within the scope of the company or affiliates' field of activity on their own or someone else's behalf or entering into another company engaged in the same type of commercial transactions as a partner with unlimited liability.
It was submitted to the approval of the General Assembly to grant permission to the Board Members to transact business and compete with the Company, in accordance with Articles 395 and 396 of the Turkish Commercial Code, and it was unanimously accepted, with 1.561.561.646,42 TL in the affirmative vote.
12. The floor was given for the request and closing. It was accepted by a majority vote, with 1.529.215.866,42 TL in favor and 32.345.780 TL in against. Since there was no other issue to be discussed on the agenda, the meeting was ended simultaneously by the Meeting President, both physically and electronically, and this minute consisting of 12 items kept during the discussion of the agenda items was drawn up and signed together.
MINISTRY REPRESENTATIVES Olcay ATALAY Kerem Umut CİNSOY
CHAIRMAN OF THE MEETING Feyyaz YAZAR
CLERK Ozan BİLİR
| ON Gündern |
KatsayIsI zeniguu |
ixizia nary |
199 i>izia |
Elektronik Ingey |
Ret Elektronik |
Toplam Kabout |
Ret Toplam |
Snuos |
|---|---|---|---|---|---|---|---|---|
| 529.215.514,6666 | 0 | 32.346.131.75 | 0 | 1561.561.666.416 | 0 | Kabul | ||
| 2 | 22.2.21.5.514.666 | 0 | 32.346.131.75 | 0 | 1551.561.566.46 | 0 | Kabul | |
| 1.2 | 529.215.514,666 | 32.346.131.75 | 0 | 1561.561.666.416 | 0 | Kabul | ||
| 3 | 999.215.514.6666 | 22.346.131.75 | 5561.561.561.6466.416 | 0 | rabul | |||
| 1.8 | 529,275.514,666 | 0 | 32.346.1346.135 | 0 | 5561.561.666.416 | 0 | Kapul | |
| 4 | 22.215.215.514.6666 | 0 | 32.346.1346.131,75 | 0 | 1561.561.561.646,416 | 0 | Kabul | |
| 5 | 529.275.514,6666 | 0 | 57,175 | 32.345.780 | 529.215.866,416 | 22.345.780 | Kabul | |
| 6 | 529.275.514,6666 | 0 | 57,775 | 32.345.780 | 529.275.866,416 | 22.345.780 | Kabul | |
| 999.215.514.666 | 0 | 57,777 | 32.345.780 | 529.275.866,416 | 22.345.780 | Kabul | ||
| 9 | 22.2.215.514.666 | O | 57,177 | 32.345.780 | 529.215.866,416 | 087.345.780 | Kabul | |
| 529.215.514,6666 | 32.346.131,75 | 0 | 5.561.561.646,416 | 0 | Kabul | |||
| 2 | 999,215.514,666 | 0 | 57,775 | 32.345.780 | 1.522.215.866,416 | 22.345.780 | Kabul |


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