Pre-Annual General Meeting Information • Mar 25, 2025
Pre-Annual General Meeting Information
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The Ordinary General Assembly Meeting of Shareholders of our Company will be held on Tuesday, March 25, 2025 at 10:00 a.m. at our Company Headquarters, İçmeler Mahallesi D-100 Karayolu Cad. No:44/A 34947 Tuzla/Istanbul Türkiye.
2024 Financial Statements, Independent Audit Report, Board of Directors' Annual Report including the explanations on Compliance with Corporate Governance Principles and Sustainability Principles and the Board of Directors' dividend distribution proposal, and the Information Document including the following agenda items and the explanations required for compliance with the Capital Markets Board (CMB) regulations will be made available for the review of Dear Shareholders at the Company Headquarters, the Company's corporate website at www.sisecam.com, the Public Disclosure Platform and the Electronic General Assembly system at least three weeks before the meeting, excluding the announcement and meeting days, within the legal period.
Pursuant to Article 415, Paragraph 4 of the Turkish Commercial Code No. 6102 and Article 30, Paragraph 1 of the Capital Markets Law, the right to attend and vote at the General Assembly is not conditional upon the deposit of share certificates. In this context, if our shareholders wish to attend the General Assembly Meeting, they do not need to block their shares.
Shareholders who will vote via the Electronic General Assembly System may obtain information from the Central Registry Agency (https://egk.mkk.com.tr/egkweb/ or 444 0 655) in order to fulfill their obligations under the relevant legislation.
Shareholders who wish to attend the General Assembly in person will be able to exercise their rights regarding their shares registered in the "Shareholders List" in the Central Registry Agency (CRA) system by presenting their ID cards. Our Shareholders, who will be represented by proxy at the meeting, are required to arrange their power of attorneys in accordance with the attached sample (ANNEX-1) and submit to our Company their notarized power of attorneys or the original of their power of attorneys with notarized signature circulars attached to it within the framework of the provisions of the CMB's Communiqué on Proxy Voting and Proxy Solicitation No. II-30.1 published in the Official Gazette dated 24.12.2013 and numbered 28862. It is not necessary for the proxy appointed electronically through the Electronic General Assembly System to submit a power of attorney document. Without prejudice to the provisions regarding electronic voting at the General Assembly meeting, voting will be conducted openly and by raising hands.
Pursuant to Article 29 of the Capital Markets Law No. 6362, no registered letter will be sent to our shareholders for the invitation to the General Assembly Meeting.
It is submitted for the information of the honorable shareholders.
Company Address: İçmeler Mahallesi D-100 Karayolu Cad. No:44/A 34947 Tuzla/Istanbul Türkiye
Trade Registry / Number: Istanbul / 21599
Mersis No: 0-8150-0344-7300016
In accordance with the CMB's "Corporate Governance Communiqué" No. II-17.1, documents must be made available for shareholders' review at least three weeks before the general assembly meeting date, as per Article 437 of the Turkish Commercial Code No. 6102. This timeframe excludes the announcement and meeting days. The documents, along with the general assembly meeting announcement, will be posted on the Company's website and the Public Disclosure Platform (PDP). Additionally, all required notifications, disclosures, and supplementary information related to the agenda items are detailed under the relevant sections below. General information for our shareholders is provided in this section for their convenience.
The Company's Articles of Association do not contain any privileges regarding the exercise of voting rights. According to the Company's Articles of Association, each share gives one voting right.
The Company's shareholding structure is as follows and there is no real person ultimate controlling shareholder among the Company's shareholders.
| Türkiye İş Bankası A.Ş. | 1,596,476,032.12 | 52.12 |
|---|---|---|
| Efes Holding A.Ş. | 215,151,082.32 | 7.02 |
| Other | 1,251,586,941.73 | 40.86 |
| Total 3,063,214,056.17 100.00 |
No such request has been submitted for the Ordinary General Assembly meeting where the activities for 2024 will be discussed.
There are no changes in the management and activities of our Company and its subsidiaries that took place in 2024 or planned in the next accounting periods that will significantly affect our Company's activities. Material event disclosures made by our Company within the scope of the relevant legislation can be accessed at https://www.sisecam.com/tr/ozel-durum-aciklamalari or http://www.kap.gov.tr/.
The amendment to Article 7 of the Company's Articles of Association will be submitted for the approval of the General Assembly (ANNEX-4).
In accordance with the "Turkish Commercial Code" (TCC) and the Ministry of Commerce's Regulation on General Assembly Meetings of Capital Companies, the election of the Chairperson and the Presidium will take place.
The Board of Directors' Annual Report and the Independent Auditor's Report by PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. have been made available for shareholder review three weeks prior to the General Assembly at the Company Headquarters, on the Electronic General Assembly portal of the CRA, and on our website, www.sisecam.com, in compliance with the CMB legislation and the TCC. These documents will be presented at the General Assembly for shareholder information.
The financial statements, including the balance sheet and profit and loss accounts for 2024, will be examined and discussed in accordance with the TCC and the Regulation. Subsequently, they will be submitted for separate approval.
On June 28, 2024, Mr. Adnan Bali was appointed to the Board of Directors to fill the vacancy left by Mr. Sezgin Lüle's resignation. On July 19, 2024, Ms. Ebru Özşuca was appointed following Mr. Ahmet Kırman's resignation. The approval of these appointments to complete their respective terms will be sought from the General Assembly.
In line with the TCC and the Regulation, the individual discharge of Board members for their activities, transactions, and accounts in 2024 will be proposed for approval by the General Assembly.
Based on our financial statements for the period from January 1, 2024, to December 31, 2024, which were prepared in compliance with International Financial Reporting Standards and the CMB's "Communiqué on Principles Regarding Financial Reporting in Capital Markets" (II.14.1) and audited by PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., our company has achieved a net distributable profit of TL 5,022,436 thousand. The Board of Directors has prepared a dividend distribution proposal for the General Assembly's approval as detailed in ANNEX-2. This proposal adheres to the CMB's dividend distribution regulations, Article 25 of our Articles of Association, and the principles outlined in our Dividend Distribution Policy, which was revised and publicly disclosed on February 27, 2013.
Pursuant to the CMB's "Communiqué on Dividends" (II-19.1), the General Assembly will be asked to authorize the distribution of advance dividends in 2025.
The General Assembly will determine the gross monthly salaries for the members of the Board of Directors, in accordance with applicable legislation and the principles specified in the Articles of Association.
At the Ordinary General Assembly Meeting of Shareholders held on March 26, 2024, the members of our Company's Board of Directors were elected to serve a one-year term. As this term will conclude on March 26, 2025, it is necessary to conduct new elections in accordance with legal requirements. The nominees for Board membership are Mr. Adnan Bali, Mr. Hasan Cahit Çınar, Mr. Mustafa Görkem Elverici, Ms. Saime Gonca Artunkal, Mr. Murat Doğan, Ms. Gül Okutan Nilsson, Ms. Ebru Özşuca, Ms. Gül Ayşem Sargın, and Mr. Can Yücel. Their curricula vitae are available in ANNEX-3.
Additionally, as the one-year term for the independent members of the Board also concludes on the same date, the election process for these positions must be conducted in compliance with Article 4.3.7 of the CMB's Corporate Governance Principles. Therefore, the election of Ms. Saime Gonca Artunkal, Ms. Gül Ayşem Sargın, and Ms. Gül Okutan Nilsson as "independent members" has been proposed, in alignment with Principle 4.3.6 of the Corporate Governance Principles. The Board of Directors' resolution dated January 22, 2025, along with the Corporate Governance Committee's report, the candidates' resumes, and their declarations of independence, were submitted to the CMB on January 22, 2025. The CMB, in its letter dated February 4, 2025, expressed no objections to these candidates.
The selection of PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit our Company's financial reports for the fiscal year 2025 and to perform other regulatory activities, to conduct the assurance audit of sustainability reports for the fiscal years 2024 and 2025, will be presented to the General Assembly for approval. This selection was made in consultation with the Audit Committee, in accordance with the Turkish Commercial Code and CMB regulations.
In accordance with our "Donation Policy," which aligns with the Turkish Commercial Code, Capital Markets Law, and other relevant regulations, donations made to educational institutions, foundations, and associations for social aid in 2024 will be reported to the General Assembly. Furthermore, as per Article 19, Paragraph 5 of the Capital Markets Law No. 6362, the General Assembly is tasked with setting the upper limit for donations by publicly traded companies. Our Board of Directors proposes an upper donation limit of 75,000,000 Turkish Liras for the year 2025, subject to the General Assembly's approval.
Upon obtaining the necessary permissions, the proposed amendment to Article 7, titled "Capital," in the Articles of Association will be presented for approval at the General Assembly. This amendment seeks to extend the validity of the registered capital ceiling until the end of 2029 and increase the ceiling amount to 20,000,000,000,000 Turkish Liras, as detailed in ANNEX-4.
In line with the CMB announcements dated July 21 and 25, 2016, the Company's Board of Directors initiated a share repurchase program on February 26, 2021, with an allocated fund of TL 1,200,000,000. On June 30, 2022, the Board decided to increase the maximum number of shares available for repurchase to 15,000,000,000 (valued at TL 150,000,000 nominal) and allocated an additional TL 3,000,000,000,000 for this purpose. Consequently, the total fund for share repurchasing, sourced from internal resources, was set at a maximum of TL 4,200,000,000,000. This repurchase program, approved at the General Assembly on March 29, 2023, will continue with the current share repurchase limit. The funding details and a summary of the transactions will be presented to the General Assembly.
In accordance with Article 12, titled "Collaterals, Pledges, Mortgages, and Sureties," of the CMB's Corporate Governance Communiqué Serial: II-17.1, detailed information can be found in footnote 23 of the 2024 financial statements. These statements comply with the CMB's "Communiqué on Principles Regarding Financial Reporting in Capital Markets" numbered II.14.1.
The General Assembly will consider authorizing Board members to act within Articles 395 and 396 of the Turkish Commercial Code, which address "Prohibition of transactions with the Company and borrowing money from the Company" and "Prohibition of competition."
Should any transactions fall under CMB Corporate Governance Principles, Principle No. 1.3.6, relevant information will be provided.
ANNEX-1: Power of Attorney
ANNEX-2: Board of Directors' Dividend Distribution Table for 2024 Profit
ANNEX-3: Curriculum Vitae of Board Member Candidates and Declarations of Independence of Independent Member Candidates
ANNEX-4: Amendment to the Articles of Association
At the Ordinary General Assembly Meeting of Türkiye Şişe ve Cam Fabrikaları A.Ş. to be held on Tuesday, March 25, 2025 at 10:00 a.m. at our Company Headquarters, İçmeler Mahallesi D-100 Karayolu Cad. No:44/A 34947 Tuzla/İstanbul Turkey, which is our Company Headquarters, on Tuesday, March 25, 2025 at 10:00 a.m. I hereby appoint ...................................................., who is introduced in detail below, as my proxy to be authorized to represent me, to vote, to make proposals and to sign the necessary documents in line with the views I have expressed below.
Name Surname/Title of Trade:.............................................................................................................
T.R. Identity No/Tax No, Trade Registry and Number and MERSIS number:...............................................
(*) Foreign proxies are required to submit the equivalent of the aforementioned information, if any..........................
The scope of representation authority should be determined by selecting one of the options (a), (b) or (c) for sections 1 and 2 below.
a) The proxy is authorized to vote in line with his/her own opinion.
b) The proxy is authorized to vote in line with the recommendations of the partnership management.
c) The proxy is authorized to vote in accordance with the instructions specified in the table below.
In the event that option (c) is selected by the shareholder, the instructions specific to the agenda item shall be given by marking one of the options (acceptance or rejection) given opposite the relevant general assembly agenda item and, if the rejection option is selected, by indicating the dissenting opinion, if any, requested to be written in the minutes of the general assembly meeting.
| Agenda Items (*) | Acceptance | Red | Dissenting |
|---|---|---|---|
| Opinion | |||
| 1. | |||
| 2. | |||
| 3. |
The items on the General Assembly agenda are listed one by one. There is no voting on information items.
a) The proxy is authorized to vote in line with his/her own opinion.
b) The attorney is not authorized to represent in these matters.
c) The proxy is authorized to vote in accordance with the following special instructions.
Special Instructions; Special instructions to be given to the proxy by the shareholder, if any, are specified here.
………………………………………………………………………………………………………………………….
B) The shareholder chooses one of the following options and indicates the shares he/she wants the proxy to represent.
1. I hereby approve the representation of my shares detailed below by proxy.
a) Quantity-Nominal value:...........................................................................................................
b) Whether there are voting privileges: .................................................................................................
c) Ratio to total shares/voting rights held by the shareholder: .....................................................
2. I hereby approve the representation by proxy of all of my shares included in the list of shareholders who can attend the general assembly prepared by the CRA one day before the general assembly date. SHAREHOLDERS:
Name Surname/Title of Trade (*):..................................................................................................... TR Identity No/Tax No, Trade Registry and Number and MERSIS number:..............................................
Address:.....................................................................................................................................
(*) For foreign shareholders, the equivalent of the aforementioned information, if any, must be submitted. Signature:
| (Türlüye Şişe ve Cam Fabrikaları A.Ş. 2024 Dividend Distribution Schedule (TRY) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Paid-In Capital | 3.063.214.056,17 | ||||||
| 2. General Legal Reserves (According to Statutory Records) | 1.135.831.891,15 | ||||||
| If there are any privileges in profit distribution according to the Articles of Association, informationed privileges | |||||||
| According to CMB | According to Legal Records | ||||||
| 3. | Profit for the Period | 3.227.356.000,00 | (10.335.638.877,50) | ||||
| 4. | Taxes Payable (-) | 2.616.521.000,00 | |||||
| 5 | Net Profit for the Period (=) (*) | 5.022.436.000,00 | (10.335.638.877,56) | ||||
| б. | Losses from Previous Years (-) | ||||||
| 7. | General Legal Reserves (-) | - | |||||
| 8. | Amount allocated to the Special Funds as per the Articles 5/1-e of Corporate Tax Law |
||||||
| 0 | Net Distributable Profit for the Period (=) | 5.022.436.000,00 | (10.335.638.877,50) | ||||
| 10 | Donations Within the Year (+) | 28.805.466,26 | 25.470.483,00 | ||||
| 11. | Net Distributable Profit for the Period, with Donations Included |
5.051.241.466,26 | (10.310.168.394,56) | ||||
| First Dividend to Shareholders | |||||||
| - Cash | |||||||
| - Shares | - | ||||||
| 12 | - Total | ||||||
| 13. | Dividends Distributed to Preferred Shareholders | ||||||
| 14. | Other Dividends Distributed - |
||||||
| - To the Members of the Board of directors | |||||||
| - To the Employees | |||||||
| - To the Persons other than Shareholders | |||||||
| 15 | Dividend Distributed to Redemeed Shareholders | ||||||
| 16. | Second Dividend to Shareholders | ||||||
| 17. | General Legal Reserves 184.683.930,00 |
||||||
| 18. | Statutory Reserves | - | |||||
| 10. | Special Reserves | ||||||
| 20. | Reserve for Contingencies 4.837.752.070,00 |
||||||
| 21. | Other Sources Planned to be Distributed 2.000.000.000,00 |
2.000.000.000,00 | |||||
| 2.000.000.000.000.00 - Prior Years Profits 2.000.000.000,00 |
|||||||
| - Extraordinary Reserves | |||||||
| - Other Reserves Distributable Pursuant to the Law and Articles of Association |
|||||||
| DIVIDEND PER SHARE INFORMATION TABLE | |||||||
| NET TOTAL DIVIDEND AMOUNT 13 02 11:12 |
TOTAL DIATDEAD AMOUNT / DESTIRIBUTA PROFITFOR PERIOD |
DIVIDEND PER SHARE FOR 1 TRY NOMINAL VALUE |
|||||
| CASH (TRY) | SHARES (TRY) | RATIO (96) | AMOUNT | RAILO | |||
| NET (**) |
GROUP TOTAL |
1.700.000.000,00 | 33,84812 | (IIRY) 0.55497 |
(%) 55,50 |
||
Born in İslahiye in 1962, Adnan Bali graduated from the Department of Economics within the Faculty of Economics and Administrative Sciences at Middle East Technical University. In 1986, Mr. Bali joined İşbank's Board of Internal Auditors as an Assistant Inspector and was appointed as an Assistant Manager in the Fund Management Department in 1994. He became a Group Manager in 1997 and the Fund Management Manager in 1998. In 2002, he was appointed as the Manager of the Şişli Branch, and in 2004, he became the Manager of the Galata Branch. He was promoted to Assistant General Manager on May 30, 2006. On April 1, 2011, Adnan Bali was appointed General Manager of Türkiye İş Bankası A.Ş. He resigned as General Manager on April 1, 2021, and was elected Chairman of the Board of Directors of Türkiye İş Bankası A.Ş. on the same date. Adnan Bali is also the Chairman of the Board of Directors of Türkiye Şişe ve Cam Fabrikaları A.Ş. and the Chairman of Türkiye İş Bankası A.Ş. Mensupları Munzam Sosyal Güvenlik ve Yardımlaşma Sandığı Vakfı. Mr. Bali is married with three children and speaks English.
H. Cahit Çınar graduated from Ankara University, Faculty of Political Sciences, Department of International Relations in 1988 and continued his education at Ludwig Maximilians University in Munich between 1989 and 1990. H. Cahit Çınar started his professional career at Türkiye İş Bankası A.Ş. in 1991 as an Assistant Economics Specialist in the Economic Research Department. In 1992, Mr. Çınar became an Assistant Inspector at the Board of Inspectors and was appointed as Assistant Manager in the Commercial Credits Department in 2001. Mr. Çınar was promoted to Regional Manager in 2007, Commercial Credits Allocation Department Manager in 2010, and Güneşli Corporate Branch Manager in 2013. Mr. Çınar was appointed as the General Manager of İşbank AG on March 25, 2016, and served as the Assistant General Manager of İşbank between October 2018 and December 2023. Mr. Çınar currently serves as a Board Member and General Manager at Trakya Yatırım Holding A.Ş. He is also the Chairman of the Board of Directors at İş Enerji Yatırımları A.Ş., Maxi Digital GmbH, and Jourma GmbH; Deputy Chairman of the Board of Directors at Polat Enerji Yatırımları A.Ş.; and Board Member at Is Energy Investments BV and Mimas Solarpark KFT. H. Cahit Çınar was elected as a member of the Board of Directors of Türkiye Şişe ve Cam Fabrikaları A.Ş. as of September 27, 2021, and was assigned as Vice Chairman.
After graduating in 1992 from TED Ankara College and in 1996 from the Faculty of Engineering, Department of Civil Engineering at Middle East Technical University, Görkem Elverici received his master's degree from the Bilkent University MBA program in 1998. In 2015, he completed the Harvard Business School Advanced Management Program and is currently working on his PhD thesis in Banking-Finance at Kadir Has University. In 1998, Mr. Elverici joined Türkiye İş Bankası and subsequently worked as a middle and senior manager at HSBC, Deloitte Consulting, and Accenture Consulting, respectively. Mr. Elverici joined Şişecam on March 1, 2013, as Chief Financial Officer of the Flat Glass Group. He served as the Chief Financial Officer of Şişecam from May 2014 until July 2021 and was appointed General Manager of Şişecam on July 1, 2021.
Saime Gonca Artunkal holds a BA in Economics from Oglethorpe University, an MSc from the London School of Economics, and an MBA from Boğaziçi University. She started her career at Andersen Consulting in 1991 and worked in investment banking and corporate finance in the London and Istanbul offices of The Chase Manhattan Bank, Morgan Stanley, Citi, Societe Generale, and UBS. Ms. Artunkal, who was awarded the title of "Best Female Banker" in Turkey by Dünya Newspaper, served as the CEO and Chairman of the Board of UBS Turkey until the end of 2018. She currently advises leading local and international organizations on M&A, corporate finance, and corporate governance. She is a member of the Board of Trustees of Robert College, an Advisory Board Member of FODER, and a Founding Member of the 65+ Elderly Rights Association. Saime Gonca Artunkal was elected as a Member of the Şişecam Board of Directors at the General Assembly held on March 26, 2024.
Murat Doğan graduated from Istanbul Technical University, Department of Industrial Engineering, in 2000 and started his career as an Assistant Specialist Trainee at İşbank's Subsidiaries Department in the same year. After serving as an Assistant Manager and Unit Manager in the Subsidiaries Department, he was appointed Department Manager in December 2021. He serves as Chairman on the Board of Directors of the group's companies, including Batı Karadeniz Elektrik Dağıtım ve Ticaret A.Ş., and Casaba Yönetim İşletim İmalat İthalat İhracat Pazarlama Sağlık Temizlik Güvenlik Ulaşım Tic. ve San. A.Ş. He also serves as Deputy Chairman of the Board of Directors at Kasaba Gayrimenkul İnşaat Taahhüt ve Ticaret A.Ş., and as a Board Member at Türkiye Sınai Kalkınma Bankası A.Ş., İş Gayrimenkul Yatırım Ortaklığı A.Ş., Trakya Yatırım Holding A.Ş., İş Enerji Yatırımları A.Ş., T. İş Bankası Banking and Commercial Law Research Institute, and foreign group companies İşbank AG and Is Technology Investments BV. Murat Doğan was elected as a member of the Şişecam Board of Directors at the Şişecam Ordinary General Assembly held on March 26, 2024.
Gül Okutan Nilsson, a graduate of Istanbul American Robert High School and the Istanbul University Faculty of Law, received her LL.M. in European and International Commercial Law from the Amsterdam School of International Relations as a Jean Monnet Fellow of the European Union. She is a lecturer at the Istanbul Bilgi University Faculty of Law, Department of Commercial Law, and serves as the Director of the Intellectual Property Law Practice and Research Center. During her Ph.D. studies at Istanbul University, she conducted research at the Max Planck Institute for Private International Law and Comparative Law in Hamburg and the Swiss Institute for Comparative Law in Lausanne, supported by scholarships from the Max Planck Foundation and the Swiss Government. Her doctoral dissertation on Shareholders' Agreements in Joint Stock Companies was awarded the 2001 Çağa Law Prize. In 2002, she was appointed as an Assistant Professor at the Istanbul Bilgi University Faculty of Law, Department of Commercial Law, and was promoted to associate professor in 2010 and professor in 2017 at the same university. She has been a visiting researcher at the London School of Economics and Social Sciences and the Institute of Advanced Legal Studies in London, as well as a visiting lecturer at Vanderbilt University Law School. Her publications focus on corporate law, capital markets law, and intellectual property law. She speaks English, German, and French. Gül Okutan Nilsson served as an Independent Board Member of Denizli Cam A.Ş. from March 2018 to September 2020. She was elected as a member of the Şişecam Board of Directors at the General Assembly held on March 26, 2024.
Ebru Özşuca graduated from TED Ankara College in 1988 and went on to earn her Bachelor's degree in Economics from the Faculty of Economics and Administrative Sciences at Middle East Technical University in 1992. She furthered her education by obtaining a Master's degree in Economics from the same university's Institute of Social Sciences in 1992 and a Master's degree in International Banking and Finance from the University of Southampton, UK, in 1998. In 2015, she completed the Advanced Management Program at Harvard Business School. Ms. Özşuca began her career in 1993 at İşbank, where she initially worked in the Fund Management Department. She progressed through roles as Assistant Manager and Unit Manager in the same department. Between 2007 and 2011, she served as the Department Manager of the Corporate Banking Product Department and later as the Department Manager of the Treasury Department from 2011 to 2017. Since November 28, 2017, Ms. Özşuca has been the Assistant General Manager of İşbank. Additionally, she holds the position of Chairman of the Board of Directors for İş Yatırım Menkul Değerler A.Ş., Türkiye İş Bankası A.Ş. Mensupları Emekli Sandığı Vakfı A.Ş., and Milli Reasürans T.A.Ş. On July 19, 2024, she was elected as a member of the Board of Directors of Türkiye Şişe ve Cam Fabrikaları A.Ş.
Gül Ayşem Sargın graduated from the Middle East Technical University, Faculty of Economics and Administrative Sciences, Department of Economics in 1992. She began her professional career at the Money Markets Department of Turk Eximbank. Between 1997 and 2010, she served as a Senior Economic Advisor at the Embassy of the United States of America, focusing on strengthening Turkish-American investment and trade relations, particularly in the energy, aviation, healthcare, and telecommunications sectors. Following her advisory role, she worked as the Foreign Affairs Manager at British Petroleum (BP) Turkey from 2010 to 2012, and as the Director of Public Affairs and Policy at General Electric (GE) Turkey from 2012 to 2015. Since September 2015, Gül Ayşem Sargın has been the General Manager and Country Representative of Boeing Turkey, and as of November 2023, she has expanded her role to include General Manager of Boeing Turkey and Central Asia. She also served as the President of YASED for two terms from 2019 to 2023 and has been a member of the Board of Directors of AmCham since January 2017. Additionally, Gül Ayşem Sargın has been an Independent Member at Türkiye Şişe ve Cam Fabrikaları A.Ş. since March 30, 2021.
Can Yücel graduated from the Department of Economics at the Faculty of Economics and Administrative Sciences, Middle East Technical University (METU) in 1999. He began his professional career as an Assistant Inspector at İşbank's Board of Inspectors. Over the years, he progressed through various roles, becoming Assistant Manager in the SME Loans Allocation Department in 2008, then in the Corporate Loans Allocation Department in 2009. By 2011, he was promoted to Unit Manager within the same department and later became the Manager of the Corporate Loans Allocation Department in 2016. In 2020, Can Yücel was appointed as the Başkent Corporate/Ankara Manager, and on August 26, 2021, he assumed the role of Assistant General Manager. Since June 2022, he has been serving as the Chairman of the Board of Directors of JSC İşbank and, as of March 2023, of İş Gayrimenkul Yatırım Ortaklığı A.Ş. Additionally, Can Yücel has been a member of the Board of Directors of Türkiye Şişe ve Cam Fabrikaları A.Ş. since January 3, 2022.
I hereby formally declare my candidacy to serve as an "Independent Member" of the Board of Directors of Türkiye Şişe ve Cam Fabrikaları A.Ş. (the Company). This application is submitted in accordance with the criteria specified in relevant legislation, the company's articles of association, and the Corporate Governance Principles of the Capital Markets Board. In this context, I affirm the following:
Yours sincerely,
Gül Ayşem Sargın January 20, 2025
I hereby formally declare my candidacy to serve as an "Independent Member" of the Board of Directors of Türkiye Şişe ve Cam Fabrikaları A.Ş. (the Company). This application is submitted in accordance with the criteria specified in relevant legislation, the company's articles of association, and the Corporate Governance Principles of the Capital Markets Board. In this context, I affirm the following:
Yours sincerely,
Saime Gonca Artunkal January 20, 2025
I hereby formally declare my candidacy to serve as an "Independent Member" of the Board of Directors of Türkiye Şişe ve Cam Fabrikaları A.Ş. (the Company). This application is submitted in accordance with the criteria specified in relevant legislation, the company's articles of association, and the Corporate Governance Principles of the Capital Markets Board. In this context, I affirm the following:
Yours sincerely,
Gül Okutan Nilsson January 20, 2025
| OLD TEXT | NEW TEXT |
|---|---|
| Türkiye Şişe ve Cam Fabrikaları A.Ş. | Türkiye Şişe ve Cam Fabrikaları A.Ş. |
| Articles of Association | Articles of Association |
| CAPITAL | CAPITAL |
| Article 7- | Article 7- |
| The Company has accepted the Registered Capital System | The Company has accepted the Registered Capital System |
| as per the provisions of Capital Markets Law and | as per the provisions of Capital Markets Law and |
| completed the transition to this system with the permission | completed the transition to this system with the permission |
| of the Capital Markets Board dated 4.3.1985 numbered 93. | of the Capital Markets Board dated 4.3.1985 numbered 93. |
| The upper limit of the registered capital of the Company is | The upper limit of the registered capital of the Company is |
| 5,000,000,000 Turkish Liras and it has been divided into | 20,000,000,000 Turkish Liras and it has been divided into |
| 500,000,000,000 shares each with a nominal value of 1 | 2,000,000,000,000 shares each with a nominal value of 1 |
| (One) Kurush. | (One) Kurush. |
| The permission given by the Capital Markets Board for the | The permission given by the Capital Markets Board for the |
| upper limit of registered capital is valid for the years 2021- | upper limit of registered capital is valid for the years 2025- |
| 2025 | 2029 |
| (5 years). Even if the permitted upper limit of | (5 years). Even if the permitted upper limit of |
| registered capital has not been reached by the end of 2025, | registered capital has not been reached by the end of 2029, |
| in order for the board of directors to take a resolution on the | in order for the board of directors to take a resolution on the |
| capital increase after 2025; it is compulsory to get | capital increase after 2029; it is compulsory to get |
| authorization from the General Assembly for a new time | authorization from the General Assembly for a new time |
| frame not to exceed 5 years by receiving permission from | frame not to exceed 5 years by receiving permission from |
| the Capital Markets Board for the previously permitted limit | the Capital Markets Board for the previously permitted limit |
| or a new limit. The Company cannot increase its capital | or a new limit. The Company cannot increase its capital |
| with a resolution of the Board of Directors if the | with a resolution of the Board of Directors if the |
| aforementioned authorization is not obtained. | aforementioned authorization is not obtained. |
| The issued capital of the Company is 3,063,214,056.17 | The issued capital of the Company is 3,063,214,056.17 |
| Turkish Liras and it has been divided into shares each with | Turkish Liras and it has been divided into shares each with |
| a nominal value of 1 Kurush. 2,250,000,000 Turkish Liras | a nominal value of 1 Kurush. 2,250,000,000 Turkish Liras |
| that constitutes the previous amount of the issued capital | that constitutes the previous amount of the issued capital |
| has been fully paid and covered. | has been fully paid and covered. |
| The increased amount of capital, TRY 813,214,056.17 is | The increased amount of capital, TRY 813,214,056.17 is |
| covered by the merger of our Company with Anadolu Cam | covered by the merger of our Company with Anadolu Cam |
| Sanayii Anonim Şirketi, Denizli Cam Sanayii ve Ticaret | Sanayii Anonim Şirketi, Denizli Cam Sanayii ve Ticaret |
| Anonim Şirketi, Paşabahçe Cam Sanayii ve Ticaret Anonim | Anonim Şirketi, Paşabahçe Cam Sanayii ve Ticaret Anonim |
| Şirketi, Soda Sanayii Anonim Şirketi | Şirketi, Soda Sanayii Anonim Şirketi |
| and Trakya Cam | and Trakya Cam |
| Sanayii Anonim Şirketi by way of acquiring all of their | Sanayii Anonim Şirketi by way of acquiring all of their |
| assets, liabilities, rights, and obligations. The merger took | assets, liabilities, rights, and obligations. The merger took |
| place according to article 134 and the following articles of | place according to article 134 and the following articles of |
| the Turkish Commercial Code numbered 6102, articles 19 | the Turkish Commercial Code numbered 6102, articles 19 |
| and 20 of the Corporate Tax Code numbered 5520, articles | and 20 of the Corporate Tax Code numbered 5520, articles |
| 23, 24, and other related articles of the Capital Markets Law | 23, 24, and other related articles of the Capital Markets Law |
| numbered 6362, the Capital Markets Board Communique | numbered 6362, the Capital Markets Board Communique |
| on Merger and Demerger numbered II-23.2, other related | on Merger and Demerger numbered II-23.2, other related |
| regulations, and the merger agreement dated 27.04.2020, | regulations, and the merger agreement dated 27.04.2020, |
| which has been signed by all the companies that are parties | which has been signed by all the companies that are parties |
| to the merger. | to the merger. |
| All company shares are registered share certificates. The | All company shares are registered share certificates. The |
| Company cannot issue bearer share certificates except for | Company cannot issue bearer share certificates except for |
| those to be issued in order to be traded on the stock | those to be issued in order to be traded on the stock |
| exchange. | exchange. |
| The capital of the company may be increased or decreased | The capital of the company may be increased or decreased |
| in | in |
| accordance | accordance |
| with | with |
| the | the |
| provisions | provisions |
| of | of |
| the | the |
| Turkish | Turkish |
| Commercial | Commercial |
| Code, | Code, |
| Capital | Capital |
| Markets | Markets |
| Legislation, | Legislation, |
| and | and |
| Electricity Market Legislation when necessary. | Electricity Market Legislation when necessary. |
| Shares representing the capital are kept in dematerialized | Shares representing the capital are kept in dematerialized |
| form, in line with the rules of dematerialization. | form, in line with the rules of dematerialization. |
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