1. For the election of the Chairman of the General Assembly Meeting, as a result of the vote on the motion submitted, Mr. Senem TOKOGLU was elected Chairman of the Meeting with a majority of votes as a result of 9,065,707 rejection votes against 2,727,106,490,731 acceptance votes. The Chairman of the Meeting stated that he assigned Mr. Funda BAŞLAMA to the Record Keeping Office and Mr. Tülin DERELI to the Vote Collection Officer.
The Chairman of the Meeting, Senem TOKOĞLU, briefly informed the shareholders about the electronic general assembly application.
2. 2 of the agenda. the matter has been passed. The Meeting Presidency was authorized unanimously to sign the minutes of the Ordinary General Assembly Meeting and to follow up and complete all legal actions related to the meeting.
3. The 3rd item of the agenda was discussed. The Meeting President Ms. Senem TOKOĞLU presented information regarding the Company's activities. The proposal submitted by ADRA HOLDİNG A.Ş. representative Kağan KAYA regarding the 2024 Board of Directors Activity Report not being read since it was submitted for the information and review of the shareholders within the legal period at the Company Headquarters, on the Company's corporate website, e-GKS and KAP, was accepted by a majority vote of 9,980,178 votes against 2,726,192,019.731 votes in favor. After the proposal was accepted, the Meeting President asked if there was anyone who wished to speak on the said activity report. Uğur ÖNEY, one of our shareholders who participated physically, asked about the approximate investment amount for the Niğde factory. Our Financial Affairs Director Nedim OKTA stated that we have two investment incentive certificates for the Niğde factory, amounting to 1.1 billion TL and 2.9 billion TL, and that the completion rate in the tomato paste and vegetable production line is 75% and the completion rate in the frozen product line is 65%.
The Annual Report of the Board of Directors for the Year 2024, submitted for approval by the chairman of the meeting, was adopted by a majority of votes as a result of 9,980,178 rejection votes against 2,726,192,019,731 acceptance votes.
4. 4 Of the agenda. proceeding to the article, according to the provisions of the Capital Markets Law, the Independent Audit Report is submitted to the information and examination of shareholders at the Company Headquarters, on the Company's corporate website, on e-GKS and PDP within the legal period, ADRA HOLDING A. Regarding the reading of the opinion section only.After the motion submitted by Ş representative Kağan KAYA was accepted with a majority of votes as a result of 9,980,178 rejection votes against 2,726,192,019,731 acceptance votes, Independent Audit Company official Mr. Simge TAŞÇI MEŞELI read the opinion section of the Independent Audit Report.
5. 5 Of the agenda. the matter has been passed. ADRA HOLDING A. Regarding the fact that our Company's Consolidated Financial Statements for the year 2024, which have been independently audited and prepared in accordance with the Capital Markets Board's Communiqué on the Principles of Financial Reporting in the Capital Market (II-14.1), have been submitted for information and review of shareholders at the Company Headquarters, on the Company's corporate website, on e-GKS and KAP within the legal period, should not be re-read at the General Assembly Meeting.The proposal was made by Ş representative Kagan KAYA. The motion was adopted with a majority of votes as a result of 93,547,531 rejection votes against 2,642,624,666,731 acceptance votes. After the motion was adopted, the Chairman of the Meeting, Mr. Senem TOKOGLU, asked if anyone wanted to speak on the Consolidated Financial Statements in question. No one took the floor. The chairman of the meeting presented the Consolidated Financial Statements for the year 2024 for the approval of the General Assembly. The Financial Statements prepared in accordance with the Tax Procedure Law and Capital Markets Legislation were adopted by a majority of votes separately as a result of 93,547,531 rejection votes against 2,642,624,666,731 acceptance votes.
6. 6 Of the agenda. in accordance with the article, the separate discharges of the members of the Board of Directors were submitted for the approval of the General Assembly. As a result of the vote in which the members of the Board of Directors did not participate, 2,471,257,726,634 were dismissed separately by a majority of votes as a result of 914,471 rejection votes against 634 acceptance votes.
7. 7 Of the agenda. The matter has been passed. An Independent Audit and Consulting Experience prepared in accordance with the provisions of the Capital Markets Board's Communiqué on the Principles of Financial Reporting in the Capital Market (II-14.1) A.Sh. in our consolidated financial statements for the accounting period 01.01.2024 - 31.12.2024 audited by, consolidated net profit for the period 781.211.537 TL, unconsolidated V.U.K. according to the provisions of our legal records, 72,249,917 TL net profit was generated for the period, and our Company's investment and financing policies were not distributed from the profit for 2024 in order to strengthen the Company's financial structure by taking into account our long-term Company strategy and market expectations, to keep the profit within the Company, the proposal of the Board of Directors to submit the transfer of the remaining amount to extraordinary reserves after the separation of the general legal reserves to the approval of the Ordinary General Assembly was accepted by a majority of votes as a result of 13,633,597,081 rejection votes against 2,722,538,600,651 acceptance votes. The chairman of the meeting asked if anyone would like to express an opinion on this article. Uğur ÖNEY, who participated in the physical environment of one of our shareholders, stated that he has dividend expectations as an investor.
8. 8 Of the agenda. The matter has been passed. Article D of the decision of the Capital Markets Board dated March 7, 2024 and numbered 14/382 article 4. Within the framework of the paragraph; The proposal of the board of directors to offset the amount of TL 1,260,747,981, which is the inflation adjustment loss for 2023, from the amount of TL 3,251,864,660 in the account of Capital Adjustment Positive Differences in the Past Year Losses contained in our financial statements dated 31.12.2024, arranged in accordance with the provisions of the Tax Procedure Law, was adopted unanimously.
9. 9 Of the agenda. as for the article; The proposal of the Board of Directors regarding the election of Mr. Gül SAĞIR AYDIN and Mr. Serdar Muharrem BAYRAKTUTAN, who were proposed by the decision of the Board of Directors dated 21.01.2025 and numbered 01/01, to serve as independent members of the Board of Directors for a period of one year, was unanimously accepted.
10. The proposal submitted by ADRA HOLDING A.Ş. representative Kağan KAYA, regarding the payment of a monthly net salary of 25,000 TL to each of the Independent Board Members as of the beginning of the month following the Ordinary General Assembly Meeting and the non-payment of any salary to the other Board Members, was accepted by a majority vote, with the affirmative votes of 2,642,624,666.731 TL worth of shares and the negative votes of 93,547,531 TL worth of shares.
11. 11 of the agenda. In accordance with the decision of the Board of Directors of our Company dated 08.10.2024, in order to eliminate price discrepancies and support healthy price formation in the share market, price movements related to TUKAS shares traded on the Borsa Istanbul do not accurately reflect the financial performance of the company, in order to eliminate price discrepancies and support healthy price formation in the share market; Within the framework of the Share Repurchase Program initiated in accordance with the provisions of Article 5.5 of the Capital Markets Board Communiqué on Repurchased Shares (II-22.1), the total number of shares repurchased between 10.10.2024 – 04.04.2025 is 112,500,000 units and the ratio of repurchased shares to capital is 0.055%, and the share repurchase program in question was terminated before completion by the Decrees of the Board of Directors dated 07.04.2025. General It was submitted to the Board's information.
Within the scope of the same article; Proposed by the decision of the Board of Directors dated 13.03.2025 and numbered 05/01; Article 379 of the Turkish Commercial Code numbered 6102, Article 22 of the Capital Markets Law numbered 6362 and the provisions of the Capital Markets Board's "Communique on Repurchased Shares" dated 03.01.2014 and published in the Official Gazette numbered 28871 II-22.1 and the Principle published by the Capital Markets Board for the implementation of the provisions of the Communique on Repurchased Shares Within the scope of the relevant regulations, especially the decisions;
-Prepared by the Board of Directors "Tukaş Gıda Sanayi Ticaret A.Ş To submit the Share Repurchase Program to the approval of the General Assembly at the Ordinary General Assembly Meeting,
- To determine the maximum number of shares that can be subject to repurchase as 300.000.000 units and the maximum amount of funds as 700.000.000 TL,
- The proposal of the board of directors that the maximum period for the repurchase of the company's shares should be valid for a maximum period of 1 (one) year from the date of approval of the general assembly was unanimously accepted.
12. In the 12th item of the agenda, the selection of Deney Independent Auditing and Consulting Inc., proposed by the Board of Directors' decision dated 13.03.2025 and numbered 06/05, for the independent audit of our Company's accounts and transactions for the year 2025, in accordance with the Turkish Commercial Code and Capital Markets Legislation, was accepted by a majority vote, with the affirmative votes of shares worth 2,727,106,490.731 TL and the negative votes of shares worth 9,065,707 TL.
13. 13 of the agenda. in accordance with the article, it was stated that our Company made donations and assistance in the amount of TL 3,148,284 to various institutions and organizations in 2024 and the General Assembly was informed.
ADRA HOLDING A.Ş representative Kağan KAYA's motion on setting the donation limit for 2025 to be up to 5 per 10 thousand of the net sales revenue was accepted by a majority of votes as a result of the rejection vote of the share of TL 93,547,531 in exchange for the acceptance vote of the share of TL 2,642,624,666,731.
14. 14 of the agenda. as for the article; The company and its subsidiaries will be 3rd in 2024. the issue of the absence of income and interest obtained by the guarantees, pledges, mortgages and sureties given in favor of the persons was presented to the shareholders.
15. 15 of the agenda. as for the article; 395 of the TCC provides for the members of the Board of Directors in 2025. and 396. the issue of granting permission for the transactions contained in the articles was unanimously accepted.
16. 16 of the agenda. as for the article; Shareholders were informed that there was no significant transaction requiring information within the scope of principle 1.3.6 of the CMB's Corporate Governance Communiqué numbered II-17.1 in 2024.
17. 17 of the agenda. the matter has been passed. The shareholders were asked if they had any wishes and wishes. No one took the floor.