Pre-Annual General Meeting Information • May 28, 2025
Pre-Annual General Meeting Information
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Our company's 2024 Ordinary General Assembly Meeting will be held on Tuesday, May 27, 2025, at 10:30 at the Beytepe Hall of Akrones Thermal Hotel, located at Dörtyol Mah. Turgut Özal Cad. No:38, Merkez, Afyonkarahisar, to discuss and resolve the agenda items listed below.
Our shareholders may attend the 2024 Annual Ordinary General Meeting personally or via electronic media, and they may also appoint representatives to attend the meeting. Shareholders who wish to attend the General Meeting physically, are required to present their ID which is registered in the Central Registry Agency A.Ş. (MKK)'s "shareholders list" to exercise their shareholder rights at the Meeting. Attendance to General Assembly electronically is possible with secure electronic signatures of shareholders or their representatives. Therefore, shareholders are required to register to Central Registry Agency A.Ş. (MKK) and e-MKK Information Portal and record their contact details and to possess secure e-signatures. Shareholders or their representatives who are not registered at e-MKK Information Portal or who do not possess secure electronic signatures will not be able to attend the General Assembly Meeting electronically via Electronic General Assembly System (e-GKS). Detailed information on participation in the General Assembly via electronic means can be found on the Central Registry Agency A.Ş. (MKK)'s web site (www.mkk.com.tr).
Furthermore, shareholders or their representatives who wish to attend the meeting electronically must fulfill their obligations in accordance with the provisions of the "Regulation on General Assemblies of Joint Stock Companies to Be Held in Electronic Environment" published in the Official Gazette dated August 28, 2012 and numbered 28395, and the "Communiqué on the Electronic General Assembly System to Be Used in General Assemblies of Joint Stock Companies" published in the Official Gazette dated August 29, 2012 and numbered 28396.
Shareholders who will not be able to attend the meeting in person, either physically or electronically, must prepare their proxy statements in accordance with the attached sample and the provisions set forth in the "Communiqué on Proxy Voting and Proxy Collection by Call" (Communiqué II-30-1 of Capital Markets Board) published in the Official Gazette dated December 24, 2013 and numbered 28862. The proxy form must either bear a notarized signature or be accompanied by a notarized statement of signature executed in the presence of a notary public, as specified in the proxy form.A sample proxy form can be obtained from the Company Headquarters, the company's website at https://www.marblesystemstureks.com.tr, or as an annex to the announcement published on the Public Disclosure Platform (KAP) at www.kap.org.tr. Proxies appointed electronically via the Electronic General Assembly System are not required to submit a physical proxy form. Proxy forms that do not comply with the mandatory format specified in the aforementioned Communiqué and attached sample will not be accepted.
Shareholders who will attend the Ordinary General Assembly electronically via the Electronic General Assembly System may obtain the necessary information regarding electronic participation from the Central Registry Agency and its website at www.mkk.com.tr.
The Financial Statements for the fiscal period 01.01.2024 – 31.12.2024, the Annual Report of the Board of Directors, and the Independent Auditor's Report will be made available for our shareholders' review within the legal timeframe on the Public Disclosure Platform (www.kap.org.tr), the website of the Central Registry Agency (e-GKS page), and our company website at www.marblesystemstureks.com.tr.
We respectfully invite our esteemed shareholders to attend the meeting on the date, time, and at the location stated above.
Tureks Turunç Madencilik İç Ve Dış Ticaret A.Ş. Board of Directors
Annex: 1- 2024 Annual General Meeting Agenda 2- Power of Attorney Sample
1.Opening and formation of Meeting Chairmanship,
2.Granting authorization to the Meeting Chairmanship to sign the minutes of the General Assembly meeting,
3. Reading and discussion of the Annual Report of the Board of Directors for the fiscal year 2024,
4. Reading of the summary of the Independent Auditors Report's for the fiscal year 2024,
5. Reading, discussion, and approval of the Financial Statements for the fiscal year 2024,
6. Release of the Members of the Board of Directors individually for their activities and transactions in 2024,
7. Discussion and approval on the proposal of the Board of Directors regarding profit distribution for the year 2024,
8. Approval of the amendment of Article 3 titled "Business Purpose" of the Company's Articles of Association,
9. Discussion and determination regarding the remuneration of the Members of the Board of Directors for the year 2025,
10. Approval of the Independent Audit Firm proposed by the Board of Directors in accordance with the Turkish Commercial Code, Capital Markets Board, and Public Oversight Accounting and Auditing Standards Authority regulations,
11. Informing shareholders about donations and aids made in 2024 and discussion and resolution regarding the limit of donations and aids to be made in 2025,
12. Discussion and resolution on granting permission to the Members of the Board of Directors to carry out transactions as per Articles 395 and 396 of the Turkish Commercial Code,
13. Informing shareholders, in accordance with Article 12, paragraph 4 of the Capital Markets Board's Communiqué on Corporate Governance (II-17.1), about guarantees, pledges, mortgages, and sureties given in favor of third parties and the income or benefits obtained therefrom
14. Informing the Shareholders regarding transactions the Company performed with related parties withing the fiscal year 2024 in accordance with the regulations of the Capital Markets Board,
15. Wishes and opinions.
Among the additional disclosures required to be made according to the Communiqué on Corporate Governance" (II-17.1) of the Capital Markets Board ("CMB") dated on January 3, 2014, the ones related to the agenda items are given below relevant agendas, while other mandatory general disclosures are presented to your information in this section:
The Company's registered capital upper limit is 700.000.000 Turkish Lira (Seven Hundred Million Turkish Lira), divided into 700.000.000 (seven hundred million) registered shares with a nominal value of 1 (one) Turkish Lira each. The issued capital of the Company is 228.600.000 Turkish Lira (Two Hundred Twenty Eight Million -SixHundred Thousand Turkish Lira), and this capital is divided into a total of 228.600.000 registered shares, each with a nominal value of 1 Turkish Lira, as follows:
The aforementioned issued capital has been fully paid up without any collusion. As of the date of publication of this Information Document, the total number of shares and voting rights representing the Company's shareholding structure is shown below:
| Shareholder | Amount of Nominal Shares (TL) |
Ownership (%) | |
|---|---|---|---|
| Mehmet Münir TURUNÇ | A Group | 17.249.909 | 7,55 |
| D Group | 85.620.113 | 37,45 | |
| B Group | 6.461.528 | 2,83 | |
| Osman Cavit TURUNÇ | D Group | 29.510.184 | 12,91 |
| C Group | 3.288.563 | 1,44 | |
| Seher Artemiz AKYATAN | D Group | 15.738.356 | 6,88 |
| İsmail Ünal TURUNÇ | D Group | 4.886.300 | 2,14 |
| Zühtü AKYATAN | D Group | 6.868.665 | 3,00 |
| Halka Açık Kısım | D Group | 58.976.382 | 25,80 |
| TOPLAM | 228.600.000 | 100,00 |
The Company's capital is divided into a total of 228.600.000 registered shares, each with a nominal value of 1 Turkish Lira, consisting of 17.249.909 Class A shares, 6.461.528 Class B shares, 3.288.563 Class C shares, 201.600.000 Class D shares.
According to Article 9 of the Company's Articles of Association titled "Board of Directors and Term," the affairs and management of the Company shall be carried out by a Board of Directors consisting of 6 (six) members, elected by the General Assembly for a term of up to 3 years in accordance with the provisions of the Turkish Commercial Code and the Capital Markets Law. The shares of Classes A, B, and C are granted privilege over Class D shares in nominating candidates for election to the Board of Directors.
Accordingly, 1 (one) member of the Board of Directors shall be elected by the General Assembly from among the candidates nominated by the majority of Class A shareholders, 1 (one) member from among the candidates nominated by the majority of Class B shareholders, and 1 (one) member from among the candidates nominated by the majority of Class C shareholders.
According to Article 11 of the Articles of Association titled "General Assembly," each Class A, B, and C share entitles its holder to five voting rights, while each Class D share entitles its holder to one voting right. Voting shall be carried out in accordance with the Turkish Commercial Code, the Capital Markets Law, and other applicable regulations.
There are no management or activity changes that will significantly affect our Company's activities. Material event disclosures made by our Company within the scope of the relevant legislations can be accessed on our Company's web-site www.marblesystemstureks.com.tr and Public Disclosure Platform's web-site www.kap.org.tr.
1.3. In case the general 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 curriculum 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:
None
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 request has been submitted to the Investor Relations Department concerning a demand by the shareholders.
The amendment text, regarding the amendment of Article 3 of the Company's Articles of Association titled "Business Purpose" is presented in the appendix (Annex-2).
Within the framework of the provisions of the Turkish Commercial Code ("TTK"), Articles of Association, Regulation on the Procedures and Principles of General Meetings of Joint Stock Companies and the Representatives of The Ministry of Customs and Trade" and General Assembly Internal Directive, the Presidency and the meeting chairmanship for the management of General Meeting shall be elected.
Authorization will be submitted for approval to grant the Meeting Chairmanship the authority to sign the General Assembly meeting minutes.
Within the framework of the provisions of the Turkish Commercial Code and the Regulations of the Capital Markets Law and relevant regulations, the Annual Report for the fiscal year 2024 that has been submitted for review of shareholders on Public Disclosure Platform, Central Registry Agency's Electronic General Assembly System e-GKS and on Company's web-site www.marblesystemstureks.com.tr within the legal period prior to the General Assembly meeting shall be read and presented to the opinion of our shareholders.
Within the framework of the provisions of the Turkish Commercial Code and the Regulations of the Capital Markets Law and relevant regulations, the Independent Auditors Report's summary for the fiscal year 2024 that has been submitted for review of shareholders on Public Disclosure Platform, Central Registry Agency's Electronic General Assembly System e-GKS and on Company's web-site www.marblesystemstureks.com.tr, within the legal period prior to the General Assembly meeting shall be read and presented to the opinion of our shareholders.
Within the framework of the provisions of the Turkish Commercial Code and the Regulations of the Capital Markets Law and relevant regulations, the Independent Auditors Report's summary for the fiscal year 2024 that has been submitted for review of shareholders on Public Disclosure Platform, Central Registry Agency's Electronic General Assembly System e-GKS and on Company's web-site www.marblesystemstureks.com.tr, within the legal period prior to the General Assembly meeting shall be read and submitted to the opinion and approval of our shareholders.
Within the framework of the Turkish Commercial Code and the relevant regulations, the discharge of each member of the Board of Directors for their activities and transactions in the year 2024 will be submitted for the approval of the shareholders.
The profit distribution proposal decided at the meeting of our Board of Directors meeting dated 28.04.2025 is given below.
"According to our Company's independently audited financial statements for the accounting period 01.01.2024–31.12.2024, prepared in accordance with the provisions of the Communiqué on Principles of Financial Reporting in Capital Markets (II-14.1) and compliant with Turkish Accounting Standards (TAS) and Turkish Financial Reporting Standards (TFRS), a net profit of TL 112,938,913 has been recorded. However, based on the solo financial statements prepared in accordance with the Turkish Commercial Code (TCC) and the Tax Procedure Law for the same period, a loss of TL 160.120.583,35 has been incurred.
This resolution will be submitted for the approval of shareholders at the General Assembly. The Dividend Distribution Table is provided in Annex-1.
The Amendment to the Articles of Association presented in Annex-2, which was approved by the Capital Markets Board with its letter dated 21.04.2025 and numbered E-29833736-110.03.03-71024 and submitted to the Ministry of Trade for approval, will be submitted for the approval of the shareholders upon receiving the approval of the Ministry of Trade.
Remuneration of the members of the Board of Directors for the fiscal year 2025 will be determined at the General Assembly.
In accordance with the Turkish Commercial Code and the regulations of the Capital Markets Board, pursuant to the decision of our Board of Directors dated 28.04.2025 and based on the opinion of the Audit Committee, it has been resolved to appoint Güreli Yeminli Mali Müşavirlik ve Bağımsız Denetim Hizmetleri A.Ş. to audit the financial reports of our Company for the accounting period 01.01.2025 – 31.12.2025 and to carry out other activities within the scope of the relevant regulations under these laws. This appointment will be submitted for the approval of the General Assembly.
On the other hand, the authorization of an independent auditor—who is authorized by the Public Oversight, Accounting and Auditing Standards Authority ("KGK") to conduct independent assurance activities in the field of sustainability and who will be determined and publicly announced by the Board of Directors prior to the General Assembly date—to conduct the mandatory sustainability assurance audit of the reports to be prepared for the 2025 fiscal year in accordance with the Turkish Sustainability Reporting Standards issued by the POA, will also be submitted for the approval of the General Assembly.
Pursuant to Article 6, paragraph 2 of the Capital Markets Board's Dividend Communiqué No. II-19.1, the donations made by our Company during the year 2024 will be presented to the General Assembly for informational purposes.
Information regarding the donations and charitable contributions made by our Company during the period of January 1, 2024 – December 31, 2024 has been included in the 2024 annual report. This disclosure is solely for informational purposes and does not require approval by the General Assembly.
Additionally, in accordance with Article 6, paragraph 1 of the same Communiqué, the upper limit for donations to be made during the January 1, 2025 – December 31, 2025 accounting period will be determined by the General Assembly.
Members of the Board of Directors' transactions within the framework of articles 395 and 396 of the Turkish Commercial Code, will be submitted to the approval of the General Assembly.
In accordance with Article 12 of the Capital Markets Board's Communique numbered II-17.1, shareholders shall be informed about the collaterals, pledges, liens and bails given by our Company in favor of third parties in 2024 for the purpose of carrying out its ordinary commercial activities.
In accordance with the Capital Markets Board's Corporate Governance Communique, shareholders shall be informed about the company's transactions handled with related parties.
In this section, shareholders who wish to speak will be given the opportunity to present their wishes and suggestions.
Annex-1: Profit Distribution Table
| TUREKS TURUNÇ MADENCİLİK VE DIŞ TİCARET ANONİM ŞİRKETİ 2024 Dividend Distribution Table (TL) |
|||||
|---|---|---|---|---|---|
| 1 | Issued Capital | 228.600.000,00 | |||
| 2. Total Legal Reserves (According to Legal Records) | 42.589.894,10 | ||||
| Information on privileges in dividend distribution, if any, in the Articles of Association: |
There are no privileges. |
||||
| Based On CMB Regulations |
Based on Legal Records |
||||
| 3 | Current Period Profit | 67.676.115,00 | -160.120.583,35 | ||
| 4 | Taxes Payable (-) | 45.262.798,00 | 0 | ||
| 5 | Net Current Period Profit | 112.938.913,00 | -160.120.583,35 | ||
| 6 | Losses in Previous Years (-) | ||||
| 7 | Primary Legal Reserve (-) | ||||
| 8 | Net Distributable Current Period Profit | ||||
| 9 | Donations Made During The Year ( + ) | ||||
| 10 | Donation-Added Net Distributable Current Period Profit on which First Dividend Is Calculated |
||||
| First Dividend to Shareholders | |||||
| 11 | * Cash | ||||
| * Stock | |||||
| * Total | |||||
| 12 | Dividend Distributed to Owners of Privileged Shares | ||||
| Other Dividend Distributed | |||||
| 13 | * To the Members of the Board of Directors |
||||
| * To the Employees | |||||
| * To Non-Shareholders | |||||
| 14 | Dividend to Owners of Redeemed Shares | ||||
| 15 | Second Dividend to Shareholders | ||||
| 16 | Secondary Legal Reserves | ||||
| 17 | Statutory Reserves | ||||
| 18 | Special Reserves | ||||
| 19 | Extraordinary Reserves | ||||
| 20 | Other Distributable Resources |
purchase, lease, sell, export, or mediate in the purchase of marble machinery, spare
| OLD VERSION | NEW VERSION |
|---|---|
| BUSINESS PURPOSE ARTICLE 3 – The Company's business purpose primarily includes: To open quarries for marble, granite, onyx, and all types of natural stones; to extract, purchase, and sell these materials. Additionally, to establish, acquire, sell, become a partner in, or lease facilities that operate these mines, as well as lease out the ones it owns, and to manufacture from natural stones various mosaics, tiles, marble tiles, floor tiles, wall panels, marble powder, artificial marble, and all kinds of decorative |
BUSINESS PURPOSE ARTICLE 3 – The Company's business purpose primarily includes: To open quarries for marble, granite, onyx, and all types of natural stones; to extract, purchase, and sell these materials. Additionally, to establish, acquire, sell, become a partner in, or lease facilities that operate these mines, as well as lease out the ones it owns, and to manufacture from natural stones various mosaics, tiles, marble tiles, floor tiles, wall panels, marble powder, artificial marble, and all kinds of |
| gift items. In order to fulfill its business purpose, the Company may carry out the following activities: |
decorative gift items. In order to fulfill its business purpose, the Company may carry out the following activities: |
| A. Establish industrial and commercial facilities to extract marble, granite, onyx, and other natural stones from quarries; acquire, lease, transfer, or sell exploration and operation licenses from public or private institutions. |
A. Establish industrial and commercial facilities to extract marble, granite, onyx, and other natural stones from quarries; acquire, lease, transfer, or sell exploration and operation licenses from public or private institutions. |
| B. Establish facilities to process these mines; import, purchase, lease, sell, lease out, or locally manufacture the necessary machinery and equipment; operate factories and industrial plants. |
B. Establish facilities to process these mines; import, purchase, lease, sell, lease out, or locally manufacture the necessary machinery and equipment; operate factories and industrial plants. |
| C. Purchase, sell, lease, or subcontract necessary equipment, auxiliary materials, and other production-related goods. |
C. Purchase, sell, lease, or subcontract necessary equipment, auxiliary materials, and other production-related goods. |
| D. Acquire all kinds of material, moral, and intellectual rights such as exploration licenses, operation rights, permits, concessions, patents, know-how, inventions, and agencies related to its business. It may execute all related agreements. |
D. Acquire all kinds of material, moral, and intellectual rights such as exploration licenses, operation rights, permits, concessions, patents, know-how, inventions, and agencies related to its business. It may execute all related agreements. |
| E. Provide subcontracting services and assembly labor both domestically and abroad; establish factories and representation offices; undertake import, export, and foreign trade operations. |
E. Provide subcontracting services and assembly labor both domestically and abroad; establish factories and representation offices; undertake import, export, and foreign trade operations. |
| F. Operate current and future quarries under the quarry regulation or ensure their inclusion under the mining law. G. Manufacture, subcontract, import, |
F. Operate current and future quarries under the quarry regulation or ensure their inclusion under the mining law. |
G. Manufacture, subcontract, import, purchase, lease, sell, export, or mediate in parts, saws, disks, diamond sockets, abrasives, polishing salts, and packaging materials.
H. Conduct various geological and geotechnical surveys, produce necessary maps, perform drilling and mining geology reports, and provide other engineeringrelated services.
The Company, in accordance with its business purpose, may acquire all rights and undertake all obligations. Specifically:
I. The Company may acquire, sell, lease, rent out, construct, transfer, convey, or donate all kinds of real estate and vehicles necessary for its operations; establish or release liens and other rights on these assets. It may establish usufruct, easement, habitation, condominium ownership, and other real property rights. It may perform all kinds of land registry transactions including zoning, partition, amalgamation, and parceling.
It may borrow funds domestically or internationally, with or without collateral; purchase stocks, bonds, or other securities (provided they are not investment services or activities); pledge these as collateral; establish, release, or provide mortgages, guarantees, or commercial enterprise pledges in favor of third parties.
However, for guarantees, sureties, collateral, or mortgages provided by the Company on behalf of third parties, the Company shall act in accordance with capital markets regulations and disclose all material events to investors as required.
II. Without prejudice to the provisions on disguised profit distribution under the Capital Markets Law and provided that such actions are not considered investment services or activities, the Company may establish joint ventures with or acquire stakes in real or legal persons engaged in activities related to the Company's business purposes; acquire or grant franchises.
III. Provided that it does not interfere with the Company's main operations, and as long as it does not violate capital markets regulations, discloses such events, and submits donations made during the year to the General Assembly, the Company may make donations or contributions to foundations, associations, universities, or similar institutions established for social purposes. It may join associations or foundations. The amount of donations must not exceed the limit determined by the
the purchase of marble machinery, spare parts, saws, disks, diamond sockets, abrasives, polishing salts, and packaging materials.
H. Conduct various geological and geotechnical surveys, produce necessary maps, perform drilling and mining geology reports, and provide other engineeringrelated services.
I. To meet its own electricity needs and sell any excess electricity, establish and operate power generation facilities using renewable energy sources, particularly solar energy power plants (SPPs); lease or transfer such facilities.
Sell generated electricity to licensed legal entities or eligible consumers via bilateral agreements.
Engage in all types of investment, project planning, consultancy, and R&D activities related to solar energy and other renewable energy sources.
Purchase, sell, import, export, and install equipment and technologies related to renewable energy.
Establish partnerships or collaborations with government institutions, municipalities, private individuals, or legal entities; benefit from incentive and support programs.
Obtain necessary permits and comply with relevant regulations, carrying out all necessary procedures.
The Company, in accordance with its business purpose, may acquire all rights and undertake all obligations. Specifically:
I. The Company may acquire, sell, lease, rent out, construct, transfer, convey, or donate all kinds of real estate and vehicles necessary for its operations; establish or release liens and other rights on these assets. It may establish usufruct, easement, habitation, condominium ownership, and other real property rights. It may perform all kinds of land registry transactions including zoning, partition, amalgamation, and parceling.
It may borrow funds domestically or internationally, with or without collateral; General Assembly and any donation exceeding this limit is added to the distributable profit base. The Capital Markets Board has the authority to impose a limit on such donations.
IV. In the case of share buybacks or employee share ownership programs, the Company shall comply with the Capital Markets Legislation and make all required disclosures.
With the resolution of the General Assembly and necessary permissions from the Capital Markets Board and the Ministry of Trade of the Republic of Turkey, the Company may also engage in activities not listed herein, provided that such activities are related to or deemed beneficial for its business purposes.
purchase stocks, bonds, or other securities (provided they are not investment services or activities); pledge these as collateral; establish, release, or provide mortgages, guarantees, or commercial enterprise pledges in favor of third parties.
However, for guarantees, sureties, collateral, or mortgages provided by the Company on behalf of third parties, the Company shall act in accordance with capital markets regulations and disclose all material events to investors as required.
II. Without prejudice to the provisions on disguised profit distribution under the Capital Markets Law and provided that such actions are not considered investment services or activities, the Company may establish joint ventures with or acquire stakes in real or legal persons engaged in activities related to the Company's business purposes; acquire or grant franchises.
III. Provided that it does not interfere with the Company's main operations, and as long as it does not violate capital markets regulations, discloses such events, and submits donations made during the year to the General Assembly, the Company may make donations or contributions to foundations, associations, universities, or similar institutions established for social purposes. It may join associations or foundations. The amount of donations must not exceed the limit determined by the General Assembly and any donation exceeding this limit is added to the distributable profit base. The Capital Markets Board has the authority to impose a limit on such donations.
IV. In the case of share buybacks or employee share ownership programs, the Company shall comply with the Capital Markets Legislation and make all required disclosures.
With the resolution of the General Assembly and necessary permissions from the Capital Markets Board and the Ministry of Trade of the Republic of Turkey, the Company may also engage in activities not listed herein, provided that such activities are related to or deemed beneficial for its business purposes.
This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.
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