AGM Information • May 9, 2025
AGM Information
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The Ordinary General Assembly Meeting of OYAK Yatırım Menkul Değerler A.Ş. for the year 2022 was held on March 24, 2025, at 11:00 a.m., at the Company's head office address, Ayazağa Mahallesi Kemerburgaz Caddesi Vadi İstanbul Park 7B Blok No:7C Kat:18 Sarıyer - ISTANBUL, under the supervision of the Ministry Representative Ms. Huriye AKSOY, who was appointed with the letters dated 21.03.2025 and numbered 107528781 of Istanbul Registry of Commerce.
It has been observed that the call for the meeting, as stipulated in the law and the articles of association and including the date and agenda of the meeting, was published in due time on page 335 of the Turkish Trade Registry Gazette dated February 28, 2025 and numbered 11282, as well as in the Central Registration Agency E-General Assembly system, the Public Disclosure Platform (KAP) and the company website.
In the examination of the List of Shareholders received from the Central Registration Agency A.Ş. pursuant to the Capital Markets Board's Communiqué on the Procedures and Principles of Keeping Records Regarding Dematerialized Capital Market Instruments No. (II-13.1) and List of Attendants prepared by checking the list of those who attended the meeting electronically and the list of those who attended the meeting physically, since it is seen that a total of 208.951.676,915 TL nominal shares is represented physically, 4 shares in person and 5.598.733 TL nominal shares is represented electronically out of company's total capital of TL 300,000,000.- were represented at the meeting and thus the meeting quorum stipulated by law and the Articles of Association was present, Mr. Bekir Yener YILDIRIM, Independent Board Member of the Company, was physically present at the meeting, and Ms. Sunay ANIKTAR, representing DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., the independent external auditor of the Company's financial statements for the year 2024, was present at the meeting and that there was no objection to this matter, the agenda items were started to be discussed with the permission of the Ministry Representative.
In addition, the Chairman of the Meeting informed the shareholders about the electronic general assembly application and Mr. Murat TEKİN was assigned as the user of the Electronic General Assembly Application.
After the opening speech, a minute of silence was observed on behalf of the Great Leader ATATÜRK, his comrades-in-arms, all our martyrs and all our elders who contributed to the development of our Company to this day and who are no longer alive.
Pursuant to the motion submitted by Ms. Feyza DEMETGÜL AKKOYUNLU, the representative of Ordu Yardımlaşma Kurumu, it was unanimously approved that Mr. Hasan Rıfat TOPKAR be elected as the Chairman of the Meeting, Mr. Canan ÖZER, as the Minutes Clerk, and Mr. Nihat Gökay BAYKAN as the Vote Collector, in accordance with the Articles of Association, internal directive and relevant legislation.
At the meeting, shareholders were informed that all voting would be conducted by a show of hands and via the Electronic General Assembly system. The agenda of the General Assembly was read out by the Meeting Chairman, and it was asked whether there were any proposals for amendments during the discussion of the agenda items, and since there were no proposals for amendments, the other items of the agenda were started to be discussed.
Pursuant to the motion submitted by Ms. Feyza DEMETGÜL AKKOYUNLU, the representative of Ordu Yardımlaşma Kurumu, it was accepted with the consensus of participants with 212.682.884,915 affirmative votes against 365.498 negative votes that the Meeting Chairmanship be authorized to sign the General Assembly Minutes on behalf of the shareholders.
In line with the motion submitted; considering that the Board of Directors' Annual Report was made available for the review of our shareholders both on the Public Disclosure Platform (KAP) and on our company's website and at our company's headquarters, based on the periods specified in the law prior to the meeting, it was put to the vote of the General Assembly by the Chairman of the Meeting whether or not it was necessary to read it again, and it was decided with the consensus of participants with 212.682.884,915 affirmative votes against 365.498 negative votes not to read it.
The Annual Report of the Board of Directors was discussed. No one wished to speak further on the report.
Since the Independent External Audit Report on the Company's Financial Statements for the fiscal period 01.01.2024-31.12.2024 was published on the Public Disclosure Platform (KAP) and on the Company's website, and was also made available for the review of shareholders at the Company Headquarters, the motion to read only the opinion section of the Independent External Audit Report was it was decided with the consensus of participants with 212.682.884,915 affirmative votes against 365.498 negative votes not to read it and the opinion section was read.
The Chairman of the Meeting asked if there was anyone who wished to speak on the reports. After it was understood that no one took the floor, proceeded to the next agenda item.
In line with the motion submitted; since the Company's Statement of Financial Position and profit and loss accounts for the Fiscal Period 01.01.2024 - 31.12.2024 were published on the Public Disclosure Platform (KAP) and on the Company's website, as well as being made available for the review of the shareholders at the Company Headquarters, it was put to the vote of the General Assembly by the Chairman of the Meeting whether or not it was necessary to read them again, and it was unanimously decided not to read them.
The Meeting Chairman asked if there was anyone who wished to speak on the Statement of Financial Position and profit and loss accounts. As a result of the voting after it was understood that no one had the floor, the Statement of Financial Position and profit and loss accounts were unanimously approved separately.
The release of the members of the Board of Directors was submitted to the approval of the General Assembly, and as a result of the open voting, the members of the Board of Directors were decided with the consensus of participants with 212.682.884,915 affirmative votes against 365.498 negative votes to release them separately.
In accordance with the Turkish Commercial Code, the Tax Procedural Law and the Capital Markets Board's Communiqué on Principles of Financial Reporting in the Capital Market numbered II-14.1 and the Company's Articles of Association; at the end of activity period 2024, a net profit of TL 230.602.986- TL was generated as per Capital Markets Board's regulations and net profit of TL 390.677.299 was generated as per Tax Procedural Law.
According to the provisions of the Tax Procedure Law, the entire amount of 390,677,299 TL, which is the net period profit, is determined as the distributable profit, without allocating the 1st Legal Reserve (since the maximum required amount has already been reached). The profit is transferred to the Previous Year's Profit/Loss account instead of being distributed,
According to the regulations of the Capital Markets Board, the entire amount of 230,602,986 TL, which is the net period profit, is determined as the distributable profit, without allocating the 1st Stage Legal Reserve (since the maximum required amount has already been reached). The profit is transferred to the Previous Year's Profit/Loss account instead of being distributed. The related profit distribution table was presented for the General Assembly's information.
In accordance with the proposal made by Ms. Feyza DEMETGÜL AKKOYUNLU, the representative of the Ordu Yardımlaşma Kurumu, the Board of Directors' proposal for no profit distribution for the 2024 fiscal year, and for the profit to be transferred to the Previous Year's Profit/Loss account instead of being distributed, was put to a vote. As a result of the voting, it was unanimously decided that no profit distribution would be made for the 2024 fiscal year.
The determination of the number of Board of Directors members to be five, and the selection of the following members to the Board of Directors:
In accordance with Article 10 of the Company's Articles of Association, for a 1-year term, the following are selected as Independent Board Members:
As a result of the voting, against the votes of shareholders representing 314,972 nominal shares, and in favor of shareholders representing 212,733,410.915 nominal shares, with a minority objection based on the lack of a female board member raised by Ms. Anı Yeşim SÖNMEZLER, who holds one share, the decision was accepted by a majority vote.
The motion regarding the payment of a monthly/per capita net fee of 38.500,00-TL to the Independent Members of the Board of Directors to be valid from the beginning of the month following the Ordinary General Assembly meeting until the next Ordinary General Assembly, and that no fee be paid to the other Members of the Board of Directors was accepted with the consensus of participants with TL 208.951.677,915 affirmative votes against TL 4.096.705 negative votes.
Within the framework of Articles 395 and 396 of the Turkish Commercial Code, the decision to grant permission to the members of the Company's Board of Directors was made unanimously as a result of the voting.
Following the decision of the Board of Directors dated 14.03.2025, decision no. 2025/6, the proposal was discussed. For the audit of the Company's 2025 fiscal year accounts and transactions in accordance with the Capital Markets regulations, the Turkish Commercial Code, and relevant legislation, the selection of Güney Bağımsız Denetim ve SMMM A.Ş. as the Independent External Audit firm was approved. Güney Bağımsız Denetim ve SMMM A.Ş. is located at Maslak Mahallesi Eski Büyükdere Cad. Orjin Maslak İş Merkezi, Sit. No: 27/57 Sarıyer / İstanbul, and is registered with the İstanbul Trade Registry Directorate under the number 479920-0, with tax identification number 4350303260 and MERSİS number 0435030326000017. As a result of the voting, against the votes of shareholders representing 4,096,702 nominal shares, and in favor of shareholders representing 208,951,680.915 nominal shares, the decision was accepted by a majority vote.
Moving on to the 12th item of the agenda, the General Assembly was informed that there were no guarantees, pledges, mortgages and sureties (GPMs) given in order to secure the debts of third parties and no income or benefits obtained in 2024. No one took the floor.
As detailed in the Activity Report, the total amount of donations and aids made in 2024, primarily for education and training activities as well as for foundations and associations, is 21,000.00 TL.
The upper limit for donations and aids to be made by the Company during the 01.01.2025 - 31.12.2025 fiscal period was set at 10,000,000.00 TL. As a result of the voting, against the votes of shareholders representing 4,096,705 nominal shares, and in favor of shareholders representing 208,951,677.915 nominal shares, the decision was accepted by a majority vote.
With the Article 325/A added to the Tax Procedure Law by Law No. 6322; within the scope of the possibility of allocating venture capital fund from the related period earnings of corporate taxpayers for the purchase of venture capital investment trust shares or venture capital investment fund participation shares;
Following the proposal in line with the decision of the Board of Directors dated 14.02.2025, decision no. 2025/4, the proposal was discussed. As a result of the voting, the approval of the Board of Directors' Decision no. 2025/4 regarding the possibility of allocating a venture capital fund was put to vote. The proposal to allocate a venture capital fund equal to the amount invested in venture capital investment fund participation shares and/or venture capital investment company shares in 2025 was accepted. As a result of the voting, against the votes of shareholders representing 3 nominal shares, and in favor of shareholders representing 213,048,379.915 nominal shares, the decision was accepted by a majority vote
As there were no further items to be discussed, the Meeting Chairman closed the meeting at 11:40 a.m.
The minutes of this meeting were prepared, read and signed in 5 (five) copies in the presence of the members of the General Assembly electronically and physically at the meeting venue. 24.03.2025
MINUTE CLERK VOTE COLLECTOR Canan ÖZER Nihat Gökay BAYKAN
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