Summary Info
Registration of the 2025 Ordinary 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
01.01.2025
Ending Date Of The Fiscal Period
31.12.2025
Decision Date
10.02.2026
General Assembly Date
24.03.2026
General Assembly Time
10:00
Record Date (Deadline For Participation In The General Assembly)
23.03.2026
Country
Turkey
City
İSTANBUL
District
KADIKÖY
Address
Business İstanbul Konferans Salonu, Business İstanbul -1.Kat, Merdivenköy Mah. Yumurtacı Abdibey Cd. Dikyol Sk. No:2/A Kadıköy/İstanbul
Agenda Items
1 - Opening and Formation of the Chairmanship of the Meeting
2 - Reading and discussion of the Integrated Annual Report of the Board of Directors for the 2025 fiscal year
3 - Reading of the summary of the Independent Audit Report for the 2025 fiscal year
4 - Reading, discussion, and approval of the Consolidated Financial Statements for the 2025 fiscal year and the Sustainability Reports for the 2024 and 2025 accounting periods, which have been audited and prepared in accordance with the Türkiye Sustainability Reporting Standards published by the Public Oversight, Accounting and Auditing Standards Authority
5 - Discussion and approval of the release (acquittal) of the members of the Board of Directors from their activities and transactions for the 2025 fiscal year
6 - Discussion and approval of the amendment to the Dividend Distribution Policy
7 - Discussion and approval of the Board of Directors' proposal regarding the distribution of profit for the 2025 fiscal year
8 - Determination of the number of Board Members, their election, and their term of office
9 - Discussion and approval of the remuneration to be paid to Board Members for the year 2026
10 - Discussion and approval of the Board of Directors' proposal regarding the selection of the Independent Audit Firm for the audit of the Company's accounts and transactions for the 2026 fiscal year pursuant to the Turkish Commercial Code and the Capital Markets Law
11 - Discussion and approval of the Board of Directors' proposal regarding the selection of an authorized sustainability assurance provider for the Mandatory Assurance Engagement of the 2026 Sustainability Reports to be prepared in accordance with the Türkiye Sustainability Reporting Standards published by the Public Oversight, Accounting and Auditing Standards Authority, as well as for other activities within the scope of the related regulations
12 - Providing information on donations and grants made during the 2025 fiscal year, and discussion and approval of the Board of Directors' proposal regarding the upper limit for donations for the 2026 fiscal year
13 - Providing information to the General Assembly regarding the transactions carried out by shareholders who have management control, members of the Board of Directors, executives with administrative responsibility, and their spouses and relatives by blood or affinity up to the second degree, within the scope of Corporate Governance Principle 1.3.6 of the Capital Markets Board's Communiqué on Corporate Governance (II‑17.1)
14 - Resolution on granting permission to the members of the Board of Directors under Articles 395 and 396 of the Turkish Commercial Code to carry out transactions related or unrelated to the Company's business in person or on behalf of others, and to become shareholders in companies engaged in such businesses
15 - Providing information to shareholders regarding the transactions conducted with "Related Parties" in 2025 within the framework of the regulations of the Capital Markets Board
16 - Providing information to shareholders on guarantees, pledges, mortgages, and sureties granted in favor of third parties by the Company and its subsidiaries in 2025, as well as the income or benefits obtained therefrom, within the framework of Capital Markets Board regulations
17 - Closing
Corporate Actions Involved In Agenda
Dividend Payment
General Assembly Results
Was The General Assembly Meeting Executed?
Yes
General Assembly Results

The resolutions adopted at the Ordinary General Assembly Meeting of our Company for the year 2025, held on Thursday, 24 March 2026 at 10:00 at Business İstanbul Conference Hall, Business İstanbul – 1st Floor, Merdivenköy Mah. Yumurtacı Abdibey Cd. Dikyol Sk. No: 2/A Kadıköy/İstanbul, are summarized below;

The Consolidated Financial Statements for the 2025 fiscal year were approved.

The Sustainability Reports prepared in accordance with the Turkish Sustainability Reporting Standards (TSRS) for the 2024 and 2025 fiscal years were approved.

The members of the Board of Directors were released(acquittal) from their activities and transactions in the 2025 fiscal year.

It was approved that a gross dividend amounting to TRY 900,025,000.00, corresponding to a gross dividend payout of 52.54% from the net distributable profit for the period (including donations calculated in accordance with the CMB regulations), shall be distributed in cash to the shareholders on 6 July 2026 (corresponding to a gross TRY 1.5255 and net TRY 1.2966 dividend per share with a nominal value of TRY 1.00).

It was approved that the number of members of the Board of Directors be set at 7, and for a term of three years; Mr. Orhan ÖĞÜCÜ, Mr. Celal ÖĞÜCÜ and Mr. Aydın ÖĞÜCÜ, nominated by Group A shareholders, and Mr. Cengiz SOLAKOĞLU, who declared his candidacy for the Board of Directors, be elected as Board Members; and, per the approval of the Capital Markets Board, Mrs. Fatma Füsun AKKAL BOZOK, Mr. Mehmet Fatih KERESTECİ and Mrs. Özgür Gökşen TÖRE SANCAK be elected as Independent Board Members.

The remuneration of the members of the Board of Directors for the fiscal period 01.01.2026 – 31.12.2026 was approved.

In accordance with the provisions of the Turkish Commercial Code and the Capital Markets Law, the selection of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as the independent auditor for the audit of the Company's accounts and transactions for the 2026 fiscal period, as well as for the assurance audit of the sustainability reports to be prepared for 2026 in compliance with the Turkish Sustainability Reporting Standards, was approved.

The donation limit for 2026 was determined as 0.75% of the Company's earnings before interest, tax, depreciation and amortization (EBITDA), calculated based on the consolidated financial statements for 2025 prepared and announced to public in accordance with the Capital Markets Board regulations.

It was approved that the members of the Board of Directors be authorized to carry out transactions within the scope of Articles 395 ("Prohibition of Transactions with the Company and Borrowing") and 396 ("Non‑Compete Obligation") of the Turkish Commercial Code.

Ordinary General Assembly minutes and attendants list are atached.


Decisions Regarding Corporate Actions
Dividend Payment
Discussed
General Assembly Registry
Were The Minutes Registered?
Yes
Date of Registry
02.04.2026
General Assembly Result Documents
Appendix: 1
Tutanak-2025 OGK.pdf - Minute
Appendix: 2
Hazır bulunanlar listesi-2025 OGK.pdf - List of Attendants
Additional Explanations
2025 Ordinary General Assembly Meeting of our Company was registered by the Istanbul Trade Registry Directorate on 02.04.2026 and was announced in the Turkish Trade Registry Gazette dated 02.04.2026 and numbered 11555.