Summary Info
Registry of General Assembly
Update Notification Flag
Yes
Correction Notification Flag
No
Postponed Notification Flag
No
General Assembly Invitation
General Assembly Type
Annual
Begining of The Fiscal Period
01.01.2019
Ending Date Of The Fiscal Period
31.12.2019
Decision Date
27.03.2020
General Assembly Date
05.05.2020
General Assembly Time
14:00
Record Date (Deadline For Participation In The General Assembly)
04.05.2020
Country
Turkey
City
İSTANBUL
District
SANCAKTEPE
Address
Abdurrahmangazi Mah. Ebubekir Cad. No.73 Sancaktepe-İstanbul
Agenda Items
1 - Opening, Election of Moderator and Authorization of the Moderator to Sign the Ordinary General Assembly Meeting Minutes
2 - Reading and negotiating the Annual Report for the year 2019
3 - Reading and negotiating the auditor's reports for the year 2019
4 - Review, negotiation and approval of the financial statements for the year 2019
5 - Decision on acquittal of members of the Board of Directors due to their activities in the year 2019
6 - Discussion and resolution of recommendation of the Board of Directors regarding profit distribution for the year 2019
7 - Discussion and resolution on the enclosed amendment draft of Company's Articles of Association
8 - Election of the New Board Members and determination of their monthly participation fee
9 - Grant of authorization to the members of the Board of Directors so that they can carry out the duties specified in Articles 395 and 396 of the Turkish Commercial Code and in compliance with the Corporate Governance Principles issued by Capital Market Board, informing the General Assembly on transactions performed with related parties in 2019
10 - Informing shareholders about the share buy programs and buy&sale transactions of treasury shares
11 - Presentation of the donations and aids by the Company in 2019 for the General Assembly's information
12 - Informing shareholders that no pledge, guarantee and hypothec were granted by the Company in favor of third parties based on the Corporate Governance Communiqué of the Capital Markets Board
13 - Approval of the independent auditor selection made by the Board of Directors as per the Turkish Commercial Law and regulations of the Capital Markets Board
14 - Wishes and closing
Corporate Actions Involved In Agenda
Dividend Payment
General Assembly Results
Was The General Assembly Meeting Executed?
Yes
General Assembly Results

It is approved that;

1. - to pay gross amount of TRY 303.600.000 cash dividend which corresponds to the 50% of the share cap ital and %24,7 of the 2019 net profit,

- TRY 60.720.000 shall be allocated as 1st legal reserve,

- TRY 27.324.000 shall be allocated as 2nd legal reserve,

- in calculation of the distributable profit in cash, the equation of "TRY 1.- Nominal value = 1 piece = 1 Lot" shall be used and therefore for each fully paid bearer share of TRY 1.- shall be paid a gross=net dividend of TRY 0,5 to shareholders whose dividends are not subject to withholding tax and shall be paid a net dividend of TRY 0,425 (gross TRY 0,5) for each share of TL 1 for other shareholders and distribution of cash dividend shall be proposed to be implemented fully at once from 13th May 2020,

2. As per the authorization dated 13.03.2020 and No. 29833736-110.03.03-E.3176 from Capital Market Board and authorization dated 26.03.2020 and No. 50035491-431.02 obtained from Republic of Turkey Ministry of Trade, the amendment of the articles of association is to put the electronic board of directors into practice in our Company, as permitted by the Turkish Commercial Code and related secondary regulations, in order to enable the Company Board Members to participate more effectively and easily.

3. Mustafa Latif TOPBAŞ, Mahmud Pyarali MERALI, Ömer Hulusi TOPBAŞ, Jozef Wilhelmus Johannes SİMONS, Ahmet AKÇA (Independent) and Paul Micheal FOLEY (Independent) to be elected as member of the Board of Directors and to be paid TRY 10.000 honoraria per month,

4.The members of the Board of Directors of the Company are authorized to perform the transactions set forth under Articles 395 and 396 of the Turkish Commercial Code.

5. The independent audit service for the year 2020 decided to be outsourced from Independent Audit Firm Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi due to compulsory rotation.

Decisions Regarding Corporate Actions
Dividend Payment
Discussed
General Assembly Registry
Were The Minutes Registered?
Yes
Date of Registry
28.05.2020
Additional Explanations

Resolutions of the Ordinary General Assembly Meeting held on 05.05.2020 have been registered by the Istanbul Trade Registry Directorate on 28.05.2020.


In the event of a contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.