As a result of the discussions held in accordance with the agenda, the following decisions were taken.
1. In accordance with Article 1 of the Agenda, the election of the Chairman of the Meeting, who is responsible for the management of the Ordinary General Assembly, has begun. The proposal made by the Chairman of the Board of Directors, Recep TAŞYANAR, was read. The proposal was put to vote and it was unanimously decided to elect Ebgü Senem DEMİRKAN as the Chairman of the Meeting.
Meeting Chairman Ebgü Senem DEMİRKAN gave brief information to the shareholders about the electronic general assembly application.
The Chairman of the Meeting stated that he appointed Burcu DAYLAR as the Minutes Clerk and Fatih TAŞYANAR as the Vote Collector.
2. The second item of the agenda was moved on. The Meeting Chairmanship was unanimously authorized to sign the Ordinary General Assembly Meeting minutes and to follow up and complete all legal procedures related to the meeting.
3. The 3rd item of the agenda was moved on. The motion made by the Chairman of the Board of Directors, Recep TAŞYANAR, regarding not reading the 2023 Board of Directors Activity Report because it was submitted for the information and review of the shareholders at the Company Headquarters, on the Company's corporate website, on the e-GKS and KAP within the legal period, was accepted unanimously. After the proposal was accepted, our Chairman of the Board of Directors, Recep TAŞYANAR, shared his evaluations regarding the activities of 2023 with the Shareholders. The Chairman of the Meeting asked if anyone wanted to comment on the activity report in question. After it was understood that no one took the floor, the 2023 Board of Directors Activity Report, which was submitted for approval, was accepted unanimously.
4. Moving on to the 4th item of the agenda, Chairman of the Board of Directors Recep TAŞYANAR, as the Independent Audit Report is submitted for the information and review of the shareholders within the legal period, at the Company Headquarters, on the Company's corporate website, on e-GKS and KAP, in accordance with the provisions of the Capital Markets Law, only the opinion part is read. After the motion given by was accepted unanimously, Independent Audit Firm official Mustafa Tuncer read the opinion section of the ÜRKÜP Independent Audit Report.
5. The 5th item of the agenda was moved on. The independently audited 2023 Financial Statements of our Company, prepared in accordance with the Capital Markets Board's Communiqué on Principles of Financial Reporting in the Capital Markets (II-14.1), will be available within the legal period at the Company Headquarters, on the Company's corporate website, on e-GKS and KAP, and on the information of shareholders. Since it was submitted for review, a motion was made by the Chairman of the Board of Directors, Recep TAŞYANAR, not to re-read it at the General Assembly Meeting. The motion was accepted unanimously. After the motion was accepted, Meeting Chairman Ebgü Senem DEMİRKAN asked if anyone wanted to express an opinion on the Financial Statements in question. After it was understood that no one took the floor, he submitted the 2023 Financial Statements to the General Assembly for approval. Financial Statements prepared in accordance with the Capital Markets Legislation were accepted unanimously.
6. In accordance with Article 6 of the Agenda, the Chairman of the Meeting submitted to the approval of the General Assembly the acquittal of the members of the Board of Directors individually for their 2023 accounts and activities. With the open vote, the members of the Board of Directors did not exercise their voting rights arising from the shares they owned in their acquittals and were acquitted individually, unanimously.
7. Item 7 of the Agenda was moved on. Within the framework of the Turkish Commercial Code and the Capital Markets Law, PKF Aday Independent Audit Inc. is authorized to audit the financial reports for the 2024 accounting period proposed by the Board of Directors' decision dated 04.06.2024 and numbered 2024/06, and to carry out other activities within the scope of the relevant regulations in these laws. . (A member firm of PKF International) was accepted unanimously.
8. The Chairman of the Meeting stated that, in accordance with the 8th item of the agenda, the proposal of not distributing the profit of 2023 was started to be discussed with the decision of the Board of Directors dated 13.05.2024 and numbered 2024/05, which was prepared in line with the Company's Profit Distribution Policy. The proposal of the Company's Board of Directors regarding profit distribution was put to vote.
As a result of the voting, the proposal of the Board of Directors not to distribute the 2023 profit was accepted unanimously with its issues.
9. Item 9 of the Agenda was moved on. With the proposal made by the Chairman of the Board of Directors, Recep TAŞYANAR; The number of members of the Board of Directors will be determined as 6 in total, including 2 independent members, and they will be appointed as Members of the Board of Directors to serve for a period of three years; Recep TAŞYANAR with TR ID number 16733397560, Sertaç TAŞYANAR with TR ID number 16709398362, Şenferiye TAŞYANAR with TR ID number 16715398134, Serap TAŞYANAR with TR ID number 16691398968, as Independent Board Members; The proposals for the election of Ahmet TÜMER with TR ID number 37162716654 and Cemal GÜREŞÇİ with TR ID number 50011288386 were accepted unanimously. Meeting Chairman Ebgü Senem Demirkan said: "One third of the number of board members of our Company, who were selected to the first group with the decision of the Capital Markets Board dated 12.01.2023 and numbered 2/51, must meet the independence criteria defined in the Corporate Governance Principles of the CMB, which must be complied with. With the decision taken by our Board of Directors upon the recommendation of our Corporate Governance Committee, which evaluated the candidates submitted to it, Mr. Cemal Güreşçi and Mr. Ahmet Tümer were re-determined as Independent Board Member Candidates. In this context, upon our application to the CMB, the CMB notified our Company with its letter dated 28.02.2024 and numbered E-29833736-110.07.07-50460 that it had decided not to express any negative opinions about the member candidates in question. The CVs and independence statements of our Board member candidates are included in the annex of the Information Document." He made a statement as follows.
10. The 10th item of the agenda was moved on. Within the framework of the Board of Directors and Senior Management Remuneration Policy, 300,000.00 TL to the Chairman of the Board of Directors, Recep Taşyanar, and 100,000.00 TL to the Board members Şenferiye Taşyanar, valid from the beginning of the month following the Ordinary General Assembly Meeting until the next General Assembly Meeting, Chairman of the Board of Directors Recep TAŞYANAR regarding the payment of 10,000.00 TL monthly net Attendance Fee to Ahmet Tümer and 10,000.00 TL to Cemal Güreşçi, and the non-payment of Attendance Fee to Vice Chairman of the Board of Directors Sertaç Taşyanar and Board member Serap Taşyanar. His proposal was accepted unanimously.
11. In accordance with Article 11 of the Agenda, the General Assembly was informed that donations amounting to 1,203,600.00 TL were made within the 2023 accounting period.
The proposal made by the Chairman of the Board of Directors, Recep TAŞYANAR, regarding the determination of the donation limit for 2024 as 2,500,000 TL was accepted unanimously.
12. Regarding the 12th item of the agenda; Information regarding the guarantees, pledges, mortgages and guarantees given by the Company in favor of its own legal entity in 2023 and the income and benefits obtained in this context is included in footnote 16 of our Financial Statements dated 31.12.2023 and that the Company has 3 companies outside its own legal entity. Shareholders were informed that there are no income or benefits obtained through guarantees, pledges, mortgages and guarantees given in favor of persons.
13. Regarding the 13th item of the agenda; In 2024, it was unanimously decided to give permission to the members of the Board of Directors for the transactions specified in Articles 395 and 396 of the Turkish Commercial Code.
14. Regarding the 14th item of the agenda; Shareholders were informed that there was no significant transaction requiring information in 2023 within the scope of principle 1.3.6 of the CMB's Corporate Governance Communiqué numbered II-17.1.
15. The 15th item of the agenda was moved on. Shareholders were asked if they had any wishes or wishes. The questions of the shareholders who attended the meeting physically and electronically were answered by the Chairman of the Board of Directors, Recep TAŞYANAR. Since there was no other topic to discuss on the agenda, Meeting Chairman Ebgü Senem DEMİRKAN closed the meeting at 10:27.
This minutes was prepared at the meeting location and signed by representatives of the Ministry of Commerce and the Meeting Presidency.
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