1. Following a vote on a motion submitted for the election of the General Assembly Meeting Chair, Mr. Hakan ÇIBUK was unanimously elected as the Meeting Chair. The Meeting Chair stated that Ms. Cansel KAYA was appointed as the Minutes Secretary and Ms. Tülin DERELİ as the Vote Counting Officer.
Meeting Chair Mr. Hakan ÇIBUK briefly informed the shareholders about the electronic general assembly application.
2. The meeting proceeded to item 2 of the agenda. The Meeting Chair was unanimously authorized to sign the minutes of the Ordinary General Assembly Meeting and to follow up and complete all legal procedures related to the meeting.
3. The meeting proceeded to item 3 of the agenda. Adra Holding A.Ş.'s request regarding the non-reading of the 2025 Board of Directors Activity Report, which has been made available for shareholders' information and review at the Company Headquarters, on the Company's corporate website, on e-GKS and KAP within the legal timeframe, was discussed. The motion submitted by representative Kağan KAYA was accepted by a majority vote, with 1,904,867,337.522 TL of shares voting in favor and 1,014,414 TL of shares voting against.
After the motion was accepted, the Meeting Chairman asked if anyone wished to speak on the activity report. No questions were received from our investors. The 2025 Board of Directors Activity Report, presented for approval by the Meeting Chairman, was accepted by a majority vote, with 1,904,867,337.522 TL of shares voting in favor and 1,014,414 TL of shares voting against. Shareholder Ahmet Ali Şahin participated in the meeting electronically and cast a dissenting vote. He registered his dissent. (Dissenting opinion: Although our company reported a net profit in 2025, the significant loss of profitability compared to the previous period is unacceptable. The decline in profit while the volume of operations increased clearly demonstrates a weakening of managerial effectiveness and strategic mistakes. I am submitting a dissenting opinion.)
4. Moving on to item 4 of the agenda, and in accordance with the provisions of the Capital Markets Law, since the Independent Audit Report was made available to shareholders for their information and review at the Company Headquarters, on the Company's corporate website, on e-GKS and on the Public Disclosure Platform (KAP) within the legal period, the motion submitted by Kağan KAYA, representative of Adra Holding A.Ş., regarding reading only the opinion section of the report, was accepted by a majority vote with 1,810,724,373.522 TL of shares voting in favor and 95,157,378 TL of shares voting against. Following this, Ms. Nurten POYRAZ, the authorized representative of the Independent Audit Company, read the opinion section of the Independent Audit Report.
5. The agenda item 5 was then addressed. In accordance with the Capital Market Board's Communiqué on Principles Regarding Financial Reporting in the Capital Market (II-14.1), the Company's independently audited Financial Statements for 2025 were made available to shareholders for their information and review within the legal timeframe at the Company Headquarters, on the Company's corporate website, on e-GKS and on the Public Disclosure Platform (KAP). Therefore, a motion was submitted by Kağan KAYA, representative of Adra Holding A.Ş., requesting that these statements not be read again at the General Assembly Meeting. The motion was accepted by a majority vote of 1,904,867,337.522 TL in favor and 1,014,414 TL against. After the motion was accepted, the Meeting Chairman, Mr. Hakan ÇIBUK, asked if anyone wished to speak on the Financial Statements. No one spoke. The Meeting Chairman then submitted the 2025 Financial Statements to the General Assembly for approval. The Financial Statements, prepared in accordance with the Tax Procedure Law and Capital Market Legislation, were separately approved by a majority vote, with 1,014,414 TL of shares voting against and 1,904,867,337.522 TL of shares voting in favor. Ahmet Ali Şahin, one of the shareholders, participated in the meeting electronically and cast a dissenting vote. He also submitted a dissenting opinion. (Dissenting opinion: Some critical items in our company's financial statements have not been presented in a sufficiently clear, understandable, and comparable manner. In particular, the reasons for periodic profit fluctuations have been left unclear, hindering shareholders from making sound assessments. I strongly dissent.)
6. In accordance with item 6 of the agenda, the proposal to select Deneyim Independent Audit and Consultancy Inc., as proposed by the Board of Directors' meeting resolution dated 26.03.2026 and numbered 06/06, for the assurance audit of our Company's sustainability report for the year 2024, in accordance with the Turkish Commercial Code and Capital Market Legislation, was unanimously accepted. The motion submitted by Kağan KAYA, representative of Adra Holding A.Ş., regarding the non-reading of the 2024 TSRS Compliant Sustainability Report, due to its having been made available to shareholders for information and review at the Company Headquarters, on the Company's corporate website, on e-GKS and on the Public Disclosure Platform (KAP) within the legal timeframe, was unanimously accepted. After the motion was accepted, the Meeting Chairman asked if anyone wished to speak on the 2024 TSRS Compliant Sustainability Report. No questions were received from our investors. The 2024 TSRS Compliant Sustainability Report, submitted for approval by the Meeting Chairman, was unanimously accepted.
7. In accordance with item 7 of the agenda, the individual discharge of the Board of Directors members was submitted to the approval of the General Assembly. In the vote, in which the Board of Directors members did not participate, the Board of Directors members were individually discharged by a majority vote of 1,014,414 TL against 1,904,867,337.522 TL of shares.
8. Item 8 of the agenda was addressed. According to the company's financial statements for the accounting period 01.01.2025 - 31.12.2025, prepared in accordance with the Capital Market Board's Communiqué No. II-14.1 on "Principles Regarding Financial Reporting in the Capital Market" and audited by Deneyim Independent Audit and Consultancy Inc., a net profit of 512,290,950 TL was recorded. According to our legal records prepared in accordance with the provisions of the Tax Procedure Law, a net profit of 135,959,685.59 TL was recorded. In line with our company's investment and financing policies, our long-term company strategy, and market expectations, and with the aim of strengthening the company's financial structure, the Board of Directors' proposal, submitted at the meeting dated 26.03.2026 and numbered 06/04, regarding the decision not to distribute profits from 2025, to retain the profits within the company, and to transfer the remaining amount after the allocation of general legal reserves to extraordinary reserves, was unanimously accepted.
9. Regarding item 9 of the agenda, the Board of Directors' proposal to elect Ms. Gül SAĞIR AYDIN and Mr. Serdar Muharrem BAYRAKTUTAN to serve as Independent Board Members for a one-year term, as proposed by the Board of Directors' decision dated 08.01.2026 and numbered 01/02, was unanimously accepted.
10. Moving on to item 10 of the agenda, the proposal submitted by Kağan KAYA, representative of Adra Holding A.Ş., to pay each Independent Board Member a net monthly salary of 35,000 TL, starting from the beginning of the month following the Ordinary General Assembly Meeting (01.06.2026), and to not pay any salary to other Board Members, was accepted by a majority vote with 1,810,008,025.522 TL of shares voting in favor and 95,873,726 TL of shares voting against. Partner Ahmet Ali Şahin participated in the meeting electronically and cast a dissenting vote. He submitted a dissenting opinion. (Dissenting opinion: The decline in profitability despite the growth of our company necessitates questioning the strategic planning ability of the management. This situation indicates a serious failure not only in operational matters but also directly within the scope of management responsibility. I am submitting a dissenting opinion.)
11. In item 11 of the agenda, the proposal made by our Company's Board of Directors with decision number 05/01 dated 13.03.2025 and accepted with the approval of the general assembly on 09.04.2025; regarding the price movements of TUKAS shares traded on the Istanbul Stock Exchange, which do not accurately reflect the company's financial performance, in order to eliminate price inconsistencies and support healthy price formation in the stock market; It was reported that no share buybacks were made within the scope of the Share Buyback Program initiated under the provisions of Article 5.5(b) of the Capital Market Board's Communiqué on Repurchased Shares (II-22.1), and the Board of Directors' proposal to terminate the said share buyback program with its decision dated 26.03.2026 and numbered 06/07 was unanimously accepted.
12. In item 12 of the agenda, the proposal to select Deneyim Independent Audit and Consulting Inc. for the independent audit of our Company's accounts and transactions for the year 2026, as proposed by the Board of Directors' meeting decision dated 26.03.2026 and numbered 06/05, in accordance with the Turkish Commercial Code and Capital Market Legislation, was unanimously accepted.
13. In item 13 of the agenda, the proposal to select Deneyim Independent Audit and Consulting Inc. for the assurance audit of our Company's sustainability report for the years 2025 and 2026, as proposed by the Board of Directors' meeting decision dated 26.03.2026 and numbered 06/06, in accordance with the Turkish Commercial Code and Capital Market Legislation, was unanimously accepted.
14. In accordance with item 14 of the agenda, it was reported that the Company made donations and aid amounting to 786,124 TL to various institutions and organizations in 2025, and Adra Holding Inc. The proposal submitted by representative Kağan KAYA regarding setting the donation limit for 2026 at 0.05% of net sales revenue was accepted by a majority vote, with 95,873,707 TL of shares voting against and 1,810,008,044.522 TL of shares voting in favor.
15. Regarding item 15 of the agenda; it was brought to the shareholders' attention that the Company and its subsidiaries did not provide any guarantees, pledges, mortgages, or sureties in favor of third parties, or receive any income or benefit from them, during 2025.
16. Regarding item 16 of the agenda, the matter of granting permission to the Board of Directors for the transactions specified in Articles 395 and 396 of the Turkish Commercial Code in 2026 was unanimously accepted.
17. Regarding item 17 of the agenda; shareholders were informed that there would be no significant transactions requiring disclosure under principle 1.3.6 of the Capital Markets Board's Communiqué No. II-17.1 on Corporate Governance during 2025.
18. Regarding item 18 of the agenda, shareholders were informed that the Company's Information Security Policy, approved by the Board of Directors' decision dated 31.12.2025 and numbered 25/01, was made available for shareholders' information and review at the Company Headquarters and on the Company's corporate website.
19. Item 19 of the agenda was addressed. Shareholders were asked if they had any wishes or suggestions. No one wished to express any opinions or suggestions.
The English version of this disclosure has been simultaneously announced to the public, and in case of any discrepancy between the texts, the Turkish version shall prevail.
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