Copyright © 2025 KAP
Central Securities Depository & Trade Repository of Türkiye
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General Assembly Invitation | ||||||||||||||||||||||
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Agenda Items | ||||||||||||||||||||||
1 - Opening and Forming the Presidential Board of Meeting, | ||||||||||||||||||||||
2 - Presentation, discussion and approval of the 2025 Annual Report prepared by the Company's Board of Directors, | ||||||||||||||||||||||
3 - Presentation of the Summary of the Independent Audit Report for the 2025 fiscal year, | ||||||||||||||||||||||
4 - Reading, discussion and approval of the Financial Statements for the 2025 financial year prepared in accordance with the regulations of the Capital Markets Board, | ||||||||||||||||||||||
5 - Presentation, discussion and approval of the 2024 TSRS-Compliant Sustainability Report, | ||||||||||||||||||||||
6 - Acquittal of members of the Board of Directors for their activities in 2025, | ||||||||||||||||||||||
7 - Discussion and resolution of the proposal of the Board of Directors regarding the distribution of profit for the 2025 financial year, | ||||||||||||||||||||||
8 - Resolving on the profit distribution policy of the Company for the year 2026 and the following years, | ||||||||||||||||||||||
9 - Determination of the monthly remuneration of the Members of the Board of Directors and the Independent Members of the Board of Directors, | ||||||||||||||||||||||
10 - Approval of the selection of the Independent Audit Firm made by the Board of Directors in accordance with the Turkish Commercial Code and the regulations of the Capital Markets Board and the Public Oversight, Accounting and Auditing Standards Authority, | ||||||||||||||||||||||
11 - Informing the shareholders about the donations made by the Company during 2025 within the scope of its Donation and Aid Policy and determination of an upper limit for donations to be made in 2026, | ||||||||||||||||||||||
12 - Informing the shareholders, pursuant to the regulations of the Capital Markets Board, about the guarantees, pledges, mortgages and sureties granted by the Company and its subsidiaries in favor of third parties during 2025, as well as the income or benefits derived therefrom, | ||||||||||||||||||||||
13 - Informing the General Assembly, on the transactions, if any, within the context of Article 1.3.6. of Annex-I of the Corporate Governance Communique (II-17.1.) of the of the Capital Markets Board, | ||||||||||||||||||||||
14 - Giving information to the shareholders regarding the principles of remuneration of the members of the board of directors and senior executives, | ||||||||||||||||||||||
15 - Adoption of a resolution, pursuant to Articles 395 and 396 of the Turkish Commercial Code, to grant permission to the Members of the Board of Directors to conduct transactions with the Company in their own name or on behalf of others, to engage in commercial transactions falling within the scope of the Company's field of activity in their own name or on behalf of others, and to become partners with unlimited liability in companies engaged in the same line of business as the Company, | ||||||||||||||||||||||
16 - Information to shareholders about the existing buyback program, | ||||||||||||||||||||||
17 - Wishes and Closing. | ||||||||||||||||||||||
Corporate Actions Involved In Agenda | ||||||||||||||||||||||
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General Assembly Results | ||||||||||||||||||||||
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Decisions Regarding Corporate Actions | ||||||||||||||||||||||
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Additional Explanations | ||||||||||||||||||||||
GSD Holding A.Ş.'s Ordinary General Assembly Meeting was held today at 13:00. The major resolutions adopted at the meeting are as follows: - Financial statements and the annual report for 2025, and the 2024 TSRS Compliant Sustainability Report were approved. - Directors were released separately and individually from their liabilities in connection with 2025 accounts and activities of the Company. - Although a profit was generated as a result of the Company's activities for the fiscal period 01.01.2025 – 31.12.2025, according to the independently audited consolidated financial statements prepared in accordance with the provisions of the Capital Markets Board's Communiqué Serial: II, No: 14.1 on Principles of Financial Reporting in Capital Markets, no dividend distribution shall be made due to the absence of distributable net profit, as a period loss was recorded in the Company's statutory financial statements prepared in accordance with the Tax Procedure Law for the same period. This matter was approved at the General Assembly Meeting dated April 24, 2026. - PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. was elected as the independent auditor for the review of 2026 financial reports and 2026 sustainability reports to be prepared in accordance with the Turkish Sustainability Reporting Standards. - The total upper limit for donations for the year 2026 has been set at TRY 15,000,000. Attached are the signed copies of minutes of the meeting and the list of attendants available in Turkish. This statement has been translated into English and simultaneously announced for informational purposes. In the event of any discrepancy between the Turkish and the English versions, the Turkish version shall prevail. |
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.
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