PDP

CEM ZEYTİN A.Ş.

CEMZY

Publish Date

12.03.202618:19:14

Disclosure Type

ÖDA

Year

Period

Notification Attachments (4)

TOPLANTI TUTANAGI CEM ZEYTIN 26.02.2026.pdf HAZİRUN 26.02.2026.pdf Genel Kurul Bilgilendirme Dokümanı.pdf

Notification Regarding General Assembly Meeting

Summary Info	Registration and Announcement of the 2025 Ordinary General Assembly Resolutions
Update Notification Flag	Yes
Correction Notification Flag	No
Postponed Notification Flag	No

General Assembly Invitation

General Assembly Type	Annual
Begining of The Fiscal Period	01.01.2025
Ending Date Of The Fiscal Period	31.12.2025
Decision Date	02.02.2026
General Assembly Date	26.02.2026
General Assembly Time	11:00
Record Date (Deadline For Participation In The General Assembly)	25.02.2026
Country	Turkey
City	İZMİR
District	TORBALI
Address	Çaybaşı Mahallesi Aydın Caddesi No:51/A

Agenda Items

1 - Opening of the meeting, formation of the Meeting Presidency, and a moment of silence,

2 - Authorizing the Meeting Presidency to sign the Minutes of the General Assembly Meeting,

3 - Reading, discussion, and approval of the 2025 Board of Directors' Activity Report,

4 - Reading of the 2025 Independent Audit Report,

5 - Reading, discussion, and approval of the Financial Statements for the 2025 fiscal period,

6 - Separate discharge of the members of the Board of Directors for the Company's activities in 2025,

7 - Discussion of the distribution of the 2025 profit,

8 - Offset of the period loss arising in the financial statements prepared in accordance with the 2025 TAS/TFRS regulations,

9 - Election of Independent Members of the Board of Directors,

10 - Determination of the remuneration of the members of the Board of Directors,

11 - Discussion and resolution of the Board of Directors' proposal regarding the selection of an independent audit firm for the audit of the Company's accounts and transactions for the 2026 fiscal year,

12 - Discussion and resolution of the Board of Directors' proposal regarding the selection of an independent audit firm for the assurance audit of the 2026 Sustainability Report,

13 - Informing the shareholders about the donations and grants made by the Company in 2025 in accordance with Capital Markets Board regulations,

14 - Determination of the upper limit for donations to be made by the Company in 2026,

15 - Submission of the dividend distribution policy, adopted by the Board of Directors' resolution dated 15.01.2026, for the approval of the shareholders,

16 - Submission to the approval of the General Assembly of the "Internal Directive on the Working Principles and Procedures of the General Assembly No. 02 dated 21.01.2026," which was prepared pursuant to the Board of Directors' resolution dated 21.01.2026 and numbered 2026/04,

17 - Informing the shareholders about the share buy-back transactions carried out in the market where the Company's shares are traded, initiated by the Board of Directors' resolution dated 17.02.2025 and approved by the General Assembly on 14.03.2025,

18 - Submission to the approval of the General Assembly of the termination of the Share Buy-Back Program initiated by the Board of Directors' resolution dated 17.02.2025 and approved by the General Assembly on 14.03.2025,

19 - Presentation to the information of the General Assembly of the Board of Directors' report prepared within the scope of the Capital Markets Board's Corporate Governance Communiqué (II-17.1) regarding common and continuous related party transactions,

20 - Informing the shareholders, in accordance with Capital Markets Board regulations, about the guarantees, pledges, mortgages, and sureties provided by the Company and its subsidiaries in favor of third parties in 2025, as well as the income or benefits obtained thereby,

21 - Granting permission to the members of the Board of Directors to carry out transactions pursuant to Articles 395 and 396 of the Turkish Commercial Code,

22 - Informing the shareholders about the transactions carried out within the scope of Principle No. 1.3.6 of the Capital Markets Board's Corporate Governance Communiqué (II-17.1),

23 - Wishes and remarks.

Corporate Actions Involved In Agenda

Dividend Payment

General Assembly Invitation Documents

Appendix: 1	Genel Kurul Bilgilendirme Dokümanı.pdf - General Assembly Informing Document
Appendix: 2	Olağan Genel Kurul Çağrı İlanı.pdf - Other Invitation Document

General Assembly Results

Was The General Assembly Meeting Executed?

Yes

General Assembly Results

1. As a result of the voting conducted upon the proposal submitted for the election of the Meeting Chairmanship, Ms. Funda BAŞLAMA was elected as the Chairperson of the Meeting unanimously with 277,880,000 proxy votes and 2 personal votes in favor. The Chairperson appointed Ms. Cansel KAYA as the Minutes Clerk and Ms. Gamze Emel KENDİGELEN as the Vote Collector. The Chairperson provided brief information to the shareholders regarding the Electronic General Assembly system.

2. Authorization was granted to the Meeting Chairmanship, unanimously with 277,880,000 proxy votes and 2 personal votes in favor, to sign the minutes of the Ordinary General Assembly Meeting and to carry out all necessary legal procedures related thereto.

3. Upon the proposal submitted by Mr. Kağan KAYA, representative of Adra Holding A.Ş., regarding the non-reading of the Board of Directors' Annual Report for the fiscal year 2025, as it had been made available for review by the shareholders at the Company's headquarters, corporate website, Electronic General Assembly System (e-GKS) and Public Disclosure Platform (KAP) within the legal period, the proposal was unanimously accepted with 277,880,000 proxy votes and 2 personal votes in favor.
Following the acceptance of the proposal, the Chairperson asked whether any shareholder wished to speak on the report. As no one took the floor, the 2025 Annual Report of the Board of Directors was submitted for approval and approved by majority vote with 277,880,000 proxy votes and 1 personal vote in favor, against 1 personal vote.

4. Upon the proposal submitted by Mr. Kağan KAYA regarding the reading of only the opinion section of the Independent Audit Report, as the report had been made available to shareholders within the legal period, the proposal was accepted by majority vote. Subsequently, Ms. Teslime DUYAL, representative of the Independent Audit Firm, read the opinion section of the Independent Audit Report.

5. Upon the proposal submitted regarding the non-reading of the Company's independently audited 2025 Financial Statements prepared in accordance with the Communiqué No. II-14.1 of the Capital Markets Board, as they had been made available for shareholders' review within the legal period, the proposal was unanimously accepted. As no shareholder requested to speak, the 2025 Financial Statements prepared in accordance with the Tax Procedure Law and Capital Markets legislation were separately approved unanimously with 277,880,000 proxy votes and 2 personal votes in favor.

6. The release of the members of the Board of Directors individually for their activities in 2025 was submitted to the General Assembly. The resolution was unanimously adopted with 160,800,000 proxy votes and 2 personal votes in favor, without the participation of the respective Board members in the voting.

7. For the fiscal year 01.01.2025–31.12.2025, a net profit of TRY 164,519,348.02 was recorded in the statutory books prepared in accordance with the Tax Procedure Law (TPL). However, due to the TRY 497,123,145 period loss reported in the financial statements prepared in accordance with TAS/TFRS as a result of inflation accounting, the proposal of the Board of Directors not to distribute dividends for the 2025 fiscal year, to retain the TPL profit within the Company, and to transfer the remaining amount to extraordinary reserves after allocating legal reserves, was accepted by majority vote.

8. The proposal of the Board of Directors regarding the offsetting of TRY 215,692,492 prior year losses recorded in TPL books due to inflation accounting against positive inflation adjustment differences in equity, and the offsetting of the TRY 281,430,653 net period loss (arising under TAS/TFRS but not included in TPL records) against retained earnings, was unanimously accepted.

9. Upon the proposal submitted, Ms. Gül SAĞIR AYDIN and Mr. Serdar Muharrem BAYRAKTUTAN were elected as Independent Members of the Board of Directors for a term of one year, unanimously.

10. It was unanimously resolved that, effective as of 01.03.2026, each Independent Board Member shall be paid a monthly net fee of TRY 35,000, and that no remuneration shall be paid to the other Board Members.

11. In accordance with the Turkish Commercial Code and Capital Markets legislation, Deneyim Bağımsız Denetim ve Danışmanlık A.Ş., as proposed by the Board of Directors' resolution dated 23.01.2026 and numbered 2026/05, was unanimously elected as the independent audit firm for the 2026 fiscal year.

12. The election of Deneyim Bağımsız Denetim ve Danışmanlık A.Ş. for the independent assurance of the Company's 2026 sustainability report was accepted by majority vote.

13. The General Assembly was informed that total donations and grants made in 2025 amounted to TRY 2,750 on a nominal basis (TRY 3,085 adjusted to purchasing power as of 31.12.2025).

14. The proposal to determine the upper limit for donations in 2026 as up to 0.05% (five per ten thousand) of net sales revenue was accepted by majority vote.

15. The proposal regarding the approval of the Company's Dividend Distribution Policy, submitted to shareholders' review, was accepted by majority vote.

16. The Internal Directive regarding the procedures and principles of the General Assembly, adopted by Board resolution dated 21.01.2026 and numbered 2026/04, was unanimously approved.

17. The General Assembly was informed that the Board of Directors had resolved on February 17, 2025 to initiate a share buyback program in order to support healthy price formation in the market. Within this scope, a maximum buyback of shares with a nominal value of TRY 30,000,000 and a total amount of up to TRY 500,000,000 was envisaged. Between May 9, 2025 and August 1, 2025, shares with a nominal value of TRY 7,550,000 were repurchased at an average price of TRY 14.8044. Following these transactions, the Company's total holding of CEMZY shares with a nominal value of TRY 29,800,000 corresponded to 7.41294% of the paid-in capital.

18. The termination of the aforementioned share buyback program was submitted for approval and accepted by majority vote.

19. The General Assembly was informed that the "Report on Common and Continuous Related Party Transactions" prepared within the scope of the Communiqué No. II-17.1 of the Capital Markets Board regarding transactions between the Company and Tukaş Gıda Sanayi ve Ticaret A.Ş. had been approved by Board resolution dated 02.02.2026 and disclosed on KAP on 04.02.2026. It was stated that the expected transaction amount for 2026 is anticipated to exceed 10% of the revenue disclosed in the 2025 financial statements.

20. The shareholders were informed that in 2025, the Company and its subsidiaries did not provide any guarantees, pledges, mortgages or sureties in favor of third parties, nor derive any income or benefit therefrom.

21. Authorization was granted to the members of the Board of Directors for the transactions specified under Articles 395 and 396 of the Turkish Commercial Code for 2026, by majority vote.

22. The shareholders were informed that in 2025 there were no significant transactions requiring disclosure under Article 1.3.6 of the Corporate Governance Communiqué No. II-17.1 of the Capital Markets Board.

Decisions Regarding Corporate Actions

Dividend Payment

Discussed

General Assembly Registry

Were The Minutes Registered?	Yes
Date of Registry	12.03.2026

General Assembly Result Documents

Appendix: 1	TOPLANTI TUTANAGI CEM ZEYTIN 26.02.2026.pdf - Minute
Appendix: 2	HAZİRUN 26.02.2026.pdf - List of Attendants

Additional Explanations

The resolutions adopted at the 2025 Ordinary General Assembly Meeting held on 26.02.2026 were registered and announced in the Turkish Trade Registry Gazette dated 12.03.2026 and numbered 11541.

Respectfully announced to the public.

The English translation of this disclosure has been published simultaneously. In the event of any discrepancy between the Turkish and English versions of this statement, the Turkish version shall prevail.

Notification Attachments (4)

TOPLANTI TUTANAGI CEM ZEYTIN 26.02.2026.pdf HAZİRUN 26.02.2026.pdf Genel Kurul Bilgilendirme Dokümanı.pdf

Notifications Financial Statements Corporate Actions

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