For the election of the 1st General Assembly Meeting Chairman, as a result of the voting based on the motion submitted, Mr. Ebgü Senem DEMİRKAN was elected as the Meeting Chairman by majority vote, with 946,076,111.91 affirmative votes and 4,500 negative votes. The Chairman of the Meeting stated that he appointed Mr. Hakan ÇIBUK as the Minute Clerk and Mr. Senem TOKOĞLU as the Vote Collector.
Meeting Chairman Ebgü Senem DEMİRKAN gave brief information to the shareholders about the electronic general assembly application.
2. The 2nd 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. Meeting Chairman Mr. Ebgü Senem DEMİRKAN presented information about the company's activities. The motion made by Behzat HAKİ, the representative of Cem OKULLU, 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-GMS and KAP within the legal period, was accepted unanimously. After the motion was accepted, the Chairman of the Meeting asked if anyone wanted to speak on the activity report in question. Taylan Özgür ARSLAN, one of our investors, first said, "While the total production amount in 2023 is 185 thousand tons, it will be 200 thousand tons in 2022." Total production decreased compared to the previous year. "What is the main reason for this situation?" he asked. Company Financial Affairs Director Nedim OKTA took the floor and answered, "The production amount was higher in 2022 because the effects of the pandemic continued. In 2023, the production amount decreased because these effects were eliminated." Taylan Özgür ARSLAN, one of our investors, asked the second question: "Is there a restriction on the export of tomatoes and its derivative products?" Company Financial Affairs Director Nedim OKTA responded as follows: "The tomato paste quota restriction applied in 2023 was terminated in 2024." The 2023 Board of Directors Activity Report, submitted for approval by the meeting chairman, was accepted unanimously.
4. Moving on to the 4th item of the agenda, since 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, Cem OKULLU representative Behzat HAKİ is required to read only the opinion section. After the proposal made by the Independent Audit Company was accepted unanimously, Ms. Tuba ORAN, the representative of the Independent Audit Company, read the opinion section of the Independent Audit Report.
5. The 5th item of the agenda was moved on. The independently audited 2023 Consolidated 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 to shareholders within the legal period at the Company Headquarters, on the Company's corporate website, e-GKS and KAP. A motion was made by Behzat HAKİ, the representative of Cem OKULLU, not to re-read it at the General Assembly Meeting since it was submitted for information and review. The motion was accepted unanimously. After the motion was accepted, Meeting Chairman Mr. Ebgü Senem DEMİRKAN asked if anyone wanted to speak on the Consolidated Financial Statements. No one spoke. The meeting chairman submitted the 2023 Consolidated Financial Statements to the General Assembly for approval. Financial Statements prepared in accordance with the Tax Procedural Law and Capital Markets Legislation were unanimously accepted separately.
6. In accordance with Article 6 of the Agenda, the individual acquittals of the members of the Board of Directors were submitted to the approval of the General Assembly. The members of the Board of Directors were unanimously acquitted as a result of the vote in which they did not participate.
7. Item 7 of the Agenda was moved on. Prepared in accordance with the provisions of the Communiqué on Principles of Financial Reporting in the Capital Markets numbered (II-14.1) of the Capital Markets Board and published by experienced independent audit and consultancy company. A net period profit of 1,160,448,847 TL was generated in our consolidated financial statements for the accounting period 01.01.2023 - 31.12.2023, audited by. Our Company's investment and financing policies, taking into account our long-term Company strategy and market expectations, require the approval of the Ordinary General Assembly that no distribution will be made from the 2023 profit in order to strengthen the financial structure of the Company, the profit will be kept within the Company, and the remaining amount will be transferred to extraordinary reserves after the allocation of general legal reserves. The proposal of the Board of Directors regarding the presentation was accepted by majority vote, as a result of 944,722,370.91 affirmative votes and 1,358,241 negative votes.
Regarding the 8th item of the agenda, with the motion made by Cem OKULLU representative Behzat HAKİ; The number of members of the Board of Directors will be determined as 5 in total and they will serve as members of the Board of Directors for a period of three years; Cem OKULLU, Mehmet OKULLU and Semih ÖZGÖREN are appointed as Independent Members of the Board of Directors for a period of one year; The proposal for the election of Gül SAĞIR AYDIN and Serdar Muharrem BAYRAKTUTAN was accepted by the majority of votes as a result of the rejecting vote of the share of 20,833,701 TL and the accepting vote of the share of 925,246,910.91 TL.
9. Moving on to the 9th item of the Agenda, starting from the beginning of the month following the Ordinary General Assembly Meeting (01.07.2024), Cem OKULLU representative Behzat regarding the payment of a net monthly fee of 20,000.-TL to each of the Independent Board Members and the non-payment of fees to the other Board Members. The proposal made by HAKİ was accepted by the majority of votes as a result of the rejection vote of the share of 20,838,201 TL and the acceptance vote of the share of 925,242,410.91 TL.
10. In the 10th item of the agenda, in accordance with the Turkish Commercial Code and Capital Markets Legislation, experienced Independent Audit and Consultancy Inc. was proposed by the Board of Directors' meeting decision dated 08.05.2024 and numbered 11/05 for the independent audit of our Company's 2024 accounts and transactions. The election of the was accepted unanimously.
In accordance with the 11th article of the agenda, it was stated that our Company made in-kind and cash donations totaling 10,344,962 TL in 2023, and the General Assembly was informed as follows about the amount and beneficiaries of all donations and aid.
Our company donated 187,775 TL to the (LÖSEV) Children with Leukemia Foundation in 2023. Additionally, in-kind aid worth 10,157,187 TL was provided to the Red Crescent. Cem OKULLU representative Behzat HAKİ; His proposal regarding the determination of the donation limit for 2024 to be up to 5 per 10 thousand of the net sales revenue was accepted by the majority of votes as a result of the negative vote of the share of 20,833,701 TL and the affirmative vote of the share of 925,246,910.91 TL.
12. Regarding the 12th item of the agenda; It is submitted to the information of the shareholders that there is no income or benefit obtained from the guarantees, pledges, mortgages and guarantees given by the company and its subsidiaries in favor of third parties in 2023.
13. Regarding the 13th item of the agenda; In 2024, it was unanimously accepted 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. Uğur Öney, one of our investors, took the floor and stated that investors expect dividends and that distributing dividends, even if small, would be positive. Taylan Özgür ARSLAN, one of our investors, stated that he could not see the effect of food inflation on tomato paste prices in 2023 and asked how the company would borrow in the coming period. Company Financial Affairs Director Nedim OKTA stated that working capital management will be determined according to the conjuncture.