Date and time of publication on KAP: 06.03.2025 18:27:48 https://www.kap.org.tr/en/Bildirim/1401713
KAMUYU AYDINLATMA PLATFORMU
KOÇ HOLDİNG A.Ş.
Notification Regarding General Assembly
Notification Regarding General Assembly
Summary Info | Ordinary General Assembly Meeting invitation and Informative Document |
Update Notification Flag | No |
Correction Notification Flag | No |
Postponed Notification Flag | No |
General Assembly Invitation
General Assembly Type | Annual |
Begining of The Fiscal Period | 01.01.2024 |
Ending Date Of The Fiscal Period | 31.12.2024 |
Decision Date | 06.03.2025 |
General Assembly Date | 03.04.2025 |
General Assembly Time | 16:00 |
Record Date (Deadline For Participation In The | 02.04.2025 |
General Assembly) | |
Country | Turkey |
City | İSTANBUL |
District | ÜSKÜDAR |
Address | Kuzguncuk Mahallesi Azizbey Sok. No:1 34674 |
Agenda Items
1 - Opening and election of the Chairman of the Meeting
2 - Presentation, discussion and approval of the Annual Report of the Company prepared by the Board of Directors for the year 2024
3 - Presentation of the summary of the Independent Audit Report for the year 2024
4 - Presentation, discussion and approval of the Financial Statements of the Company for the year 2024
5 - Release of each member of the Board of Directors from liability for the Company's activities for the year 2024
6 - Approval, approval with amendment, or rejection of the Board of Directors' proposal on the distribution of profits for the year 2024 and the distribution date
7 - Approval, approval with amendment, or rejection of the Board of Directors' proposal on the amendment of Article 6 of the Articles of Association of the Company "Capital" to increase the registered capital and to prolongate its period of validity
8 - Determining the number of the members of the Board of Directors and their terms of office, election of the members of the Board of Directors in accordance with the newly resolved number, and election of the Independent Board Members
9 - Presentation to the shareholders and approval of the "Remuneration Policy" for the members of the Board of Directors and the Senior Executives and the payments made on that basis in accordance with the Corporate Governance Principles
10 - Determining the annual gross salaries to be paid to the members of the Board of Directors
11 - Approval of the appointment of the Independent Audit Firm as selected by the Board of Directors in accordance with the provisions of the Turkish Commercial Code, the Capital Markets Board and the Public Oversight, Accounting and Auditing Standards Authority's regulations
12 - Within the scope of the Company's Donation and Sponsorship Policy, informing the shareholders on the donations made by the Company in 2024 and determining an upper limit for donations for the year 2025
13 - Presentation to the shareholders of the collaterals, pledges, mortgages and sureties granted in favor of third parties in the year 2024 and of any benefits or income thereof in accordance with the Capital Markets Board regulations
14 - Authorization of the shareholders that have management control, the members of the Board of Directors, the senior executives and their spouses and relatives related by blood or affinity up to the second degree as per the provisions of articles 395 and 396 of the Turkish Commercial Code and presentation to the shareholders of the transactions carried out thereof in the year 2024 pursuant to the Corporate Governance Communique of the Capital Markets Board
15 - Presentation of information to the shareholders regarding Koç Holding's target and progess towards target on transition to a low-carbon economy
16 - Wishes and observations
Corporate Actions Involved In Agenda
Dividend Payment
Authorized Capital
General Assembly Invitation Documents
Appendix: 1
Appendix: 2
Appendix: 3
Appendix: 4
GK Bilgilendirme Dokümanı.pdf - General Assembly Informing Document
GK Davet İlan Metni.pdf - Announcement Document
Invitation to AGM.pdf - Announcement Document
General Assembly Informative Document-.pdf - General Assembly Informing Document
Additional Explanations
Koç Holding A.Ş.'s Ordinary General Assembly Meeting shall convene on 3 April 2025 Thursday at 16:00 at the address of Nakkaștepe Azizbey Sok. No. 1, Kuzguncuk Üsküdar/İstanbul to discuss the attached agenda.
The invitation letter that includes the agenda and the proxy form and information document that includes agenda items and disclosures required by Capital Markets Board's regulations are attached.
This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.
We proclaim that our above disclosure is in conformity with the principles set down in "Material Events Communiqué" of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we're personally liable for the disclosures.
AGENDA
FOR THE ORDINARY GENERAL ASSEMBLY MEETING OF
KOÇ HOLDING A.Ş. TO BE HELD ON 03 APRIL 2025
- Opening and election of the Chairman of the Meeting,
- Presentation, discussion and approval of the Annual Report of the Company prepared by the Board of Directors for the year 2024,
- Presentation of the summary of the Independent Audit Report for the year 2024,
- Presentation, discussion and approval of the Financial Statements for the year 2024,
- Release of each member of the Board of Directors from their liability for the Company's activities for the year 2024,
- Approval, approval with amendment, or rejection of the Board of Directors' proposal on the distribution of profits for the year 2024 and the distribution date,
- Approval, approval with amendment, or rejection of the Board of Directors' proposal on the amendment of Article 6 of the Articles of Association of the Company "Capital" to increase the registered capital and to prolongate its period of validity,
- Determining the number of the members of the Board of Directors and their terms of office, election of the members of the Board of Directors in accordance with the newly resolved number, and election of the Independent Board Members,
-
Presentation to the shareholders and approval of the "Remuneration Policy" for the members of the
Board of Directors and the Senior Executives and the payments made on that basis in accordance with the Corporate Governance Principles, - Determining the annual gross salaries to be paid to the members of the Board of Directors,
- Approval of the appointment of the Independent Audit Firm as selected by the Board of Directors in accordance with the provisions of the Turkish Commercial Code, the Capital Markets Board and the Public Oversight, Accounting and Auditing Standards Authority's regulations,
- Within the scope of the Company's Donation and Sponsorship Policy, informing the shareholders on the donations made by the Company in 2024 and determining an upper limit for donations for the year 2025,
- Presentation to the shareholders of the collaterals, pledges, mortgages and sureties granted in favor of third parties in the year 2024 and of any benefits or income thereof in accordance with the Capital Markets Board regulations,
- Authorization of the shareholders that have management control, the members of the Board of Directors, the senior executives and their spouses and relatives related by blood or affinity up to the second degree as per the provisions of articles 395 and 396 of the Turkish Commercial Code and presentation to the shareholders of the transactions carried out thereof in the year 2024 pursuant to the Corporate Governance Communique of the Capital Markets Board,
- Presentation of information to the shareholders regarding Koç Holding's target and progress towards target on transition to a low-carbon economy,
- Wishes and observations.
PROXY FORM
FOR THE ORDINARY GENERAL ASSEMBLY MEETING OF KOÇ HOLDING A.Ş.
TO BE HELD ON 03 APRIL 2025
KOÇ HOLDİNG A.Ş.
I hereby appoint ___________________________________ as my proxy authorized to represent
me, to vote and make proposals in line with the views I express herein below and sign the required papers at the Ordinary General Assembly of Koç Holding A.Ş. that will convene on 03 April 2025, Thursday at 16:00 at the address of Nakkaştepe, Azizbey Sok. No.1 Kuzguncuk Üsküdar İstanbul.
The Attorney's(*):
Name Surname/ Trade Name:
TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:
- Foreign attorneys should submit the equivalent information mentioned above.
- SCOPE OF REPRESENTATIVE POWER
The scope of representative power should be defined after choosing one of the options (a), (b) or (c) in the following sections 1 and 2.
1. About the agenda items of General Assembly:
a) | The attorney is authorized to vote according to his/her opinion | |
b) | The attorney is authorized to vote in accordance with the company | |
management | ||
c) | The attorney is authorized to vote in accordance with the following | |
instructions stated in the table. |
Instructions:
In the event that the shareholder chooses option (c), the shareholder should mark "Accept" or "Reject" box and if the shareholder marks the "Reject" box, then he/she should write the dissenting opinion to be noted down in the minutes of the general assembly.
Agenda items | Accept | Reject | Dissenting | |
Opinion | ||||
1- Opening and election of the Chairman of the Meeting, | ||||
2- | Presentation, discussion and approval of the Annual | |||
Report of the Company prepared by the Board of | ||||
Directors for the year 2024, | ||||
3- Presentation of the summary of the Independent Audit | ||||
Report for the year 2024, | ||||
4- Presentation, discussion and approval of the Financial | ||||
Statements for the year 2024, | ||||
5- Release of each member of the Board of Directors from | ||||
their liability for the Company's activities for the year | ||||
2024, | ||||
6- Approval, approval with amendment, or rejection of the | ||||
Board of Directors' proposal on the distribution of | ||||
profits for the year 2024 and the distribution date, | ||||
7- Approval, approval with amendment, or rejection of the | ||||
Board of Directors' proposal on the amendment of | ||||
Article 6 of the Articles of Association of the Company | ||||
"Capital" to increase the registered capital and to | ||||
prolongate its period of validity, | ||||
8- Determining the number of the members of the Board | ||||
of Directors and their terms of office, election of the | ||||
members of the Board of Directors in accordance with | ||||
the newly resolved number, and election of the | ||||
Independent Board Members, | ||||
9- | Presentation to the shareholders and approval of the | |||
"Remuneration Policy" for the members of the Board | ||||
of Directors and the Senior Executives and the | ||||
payments made on that basis in accordance with the | ||||
Corporate Governance Principles, | ||||
10- Determining the annual gross salaries to be paid to the | ||||
members of the Board of Directors, | ||||
11- Approval of the appointment of the Independent Audit | ||||
Firm as selected by the Board of Directors in | ||||
accordance with the provisions of the Turkish | ||||
Commercial Code, the Capital Markets Board and the | ||||
Public Oversight, Accounting and Auditing Standards | ||||
Authority's regulations, | ||||
12- Within the scope of the Company's Donation and Sponsorship Policy, informing the shareholders on the donations made by the Company in 2024 and determining an upper limit for donations for the year 202,5,
13- Presentation to the shareholders of the collaterals, pledges, mortgages and sureties granted in favor of third parties in the year 2024 and of any benefits or income thereof in accordance with the Capital Markets Board regulations,
14- Authorization of the shareholders that have management control, the members of the Board of Directors, the senior executives and their spouses and relatives related by blood or affinity up to the second degree as per the provisions of articles 395 and 396 of the Turkish Commercial Code and presentation to the shareholders of the transactions carried out thereof in the year 2024 pursuant to the Corporate Governance Communique of the Capital Markets Board,
15- Presentation of information to the shareholders regarding Koç Holding's target and progress towards target on transition to a low-carbon economy,
16- Wishes and observations.
No voting on the informative items.
If the minority has another draft resolution, necessary arrangements should be made to enable them to vote by proxy.
2. Special instructions related to other issues that may come up during General Assembly meeting and especially to the use of minority rights:
a) | The attorney is authorized to vote according to his/her opinion | |
b) | The attorney is not authorized to vote in these matters | |
c) | The attorney is authorized to vote for agenda items in accordance with | |
the following instructions. |
SPECIAL INSTRUCTIONS:
Special instructions (if any) to be given by the shareholder to the attorney are stated herein.
- The shareholder specifies the shares to be represented by the attorney by choosing one of the following. ,
1. I hereby confirm that the attorney represents the shares specified in detail | | |
as follows. | ||
a) | Order and Serial (*) | |
b) | Number / Group (**) | |
c) | Amount-Nominal Value | |
d) | Share with privileged voting rights or not | |
e) | Bearer-Registered (*) | |
f) | Ratio of the total shares/voting rights of the shareholder | |
*Such information is not required for the shares which are | ||
dematerialized. | ||
**For the dematerialized shares, information related to the group (if | ||
any) will be given instead of number | ||
2. I hereby confirm that the attorney represents all my shares on the list, | | |
prepared by MKK (Central Registry Agency) the day before the Meeting, |
concerning the shareholders who could attend the General Assembly Meeting
NAME SURNAME OR TITLE OF THE SHAREHOLDER (*)
TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:
Address:
(*) Foreign shareholders shall submit the equivalent information mentioned above.
KOÇ HOLDING A.Ş.
INFORMATIVE DOCUMENT FOR THE 3 APRIL 2025 ORDINARY GENERAL
ASSEMBLY TO REVIEW FINANCIAL YEAR 2024
1. INVITATION TO THE 3 APRIL 2025 ORDINARY GENERAL ASSEMBLY
Koç Holding A.Ş.'s Ordinary General Assembly Meeting shall convene on Thursday 3 April 2025 at 16:00 (2pm GMT) at the address of Kuzguncuk Mahallesi Azizbey Sok. No:1 34674 Üsküdar/İstanbul (Tel: 0216 531 00 00, Fax: 0216 531 00 99). The activities of the Company for the financial year 2024 will be reviewed at the meeting, the following agenda will be discussed and a resolution regarding the agenda will be voted.
In accordance with the legal requirements, 2024 financial statements, the independent auditor's report prepared by our independent auditor, Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., the articles of association amendment proposal, and the board of directors' annual report including the dividend distribution proposal of the board of directors and the explanations regarding compliance with Corporate Governance Principles and Sustainability Principles, along with the following agenda and the informative document containing the information required by the Capital Markets Board ("CMB") regulations shall be made available to the shareholders at the company headquarters, on the Company's corporate website at www.koc.com.tr, on the Public Disclosure Platform, and on the Electronic General Assembly System of the Central Securities Depository ("CSD") at least three weeks prior to the meeting, excluding the invitation and the meeting dates.
Shareholders that are unable to attend the meeting in person, save for the rights and obligations of those participating electronically via the Electronic General Assembly System, shall prepare their proxy documents in accordance with the legal requirements, or shall obtain a proxy sample form from Yapı Kredi Yatırım Menkul Değerler A.Ș. (Yapı Kredi Plaza / Levent-Istanbul), our Company, or from our corporate website at www.koc.com.trand shall submit to the Company the proxy documents issued in accordance with the requirements of the Communiqué No. II-30.1, Use of Proxy Vote and Proxy Collection through Invitation, enacted on 24 December 2013 and published in Official Gazette No. 28861. A proxy document is not required from a proxy appointed electronically through the Electronic General Assembly System. Due to our legal liability, proxy documents which do not comply with the requirements of the aforementioned Communiqué shall not be accepted.
Shareholders intending to vote via the Electronic General Assembly System are requested to obtain information from the CSD, our Company's website at www.koc.com.tror from the Company headquarters (Tel: +90 216 531 00 00) to ensure that they comply with the provisions of the relevant regulations.
Pursuant to paragraph 4 of article 415 of the Turkish Commercial Code No. 6102 and paragraph 1 of Article 30 of the Capital Markets Law, the right to attend the General Assembly and voting rights shall not be conditional on depositing the share certificates. Accordingly, shareholders participating in the General Assembly do not need to block their shares.
Detailed information on processing shareholders' personal data within the framework of the Law on the Protection of Personal Data (No. 6698) is available at "Koç Holding Personal Data Protection and Processing Policy" disclosed on www.koc.com.tr.
At the Ordinary General Assembly Meeting, the voters shall use the open voting system by raising hands, without prejudice to the provisions of electronic voting regarding the voting of each item on the agenda.
All right holders and stakeholders as well as the press are invited to the General Assembly Meeting.
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Pursuant to the Capital Markets Law, shareholders holding registered shares that are traded on the stock exchange will not receive a separate registered invitation letter for the meeting.
Respectfully,
KOÇ HOLDING A.Ş.
Board of Directors
Company Adress: Nakkaştepe Azizbey Sok. No:1 34674 Üsküdar/İstanbul
Trade Registry and Number: İstanbul/85714
Mersis Number: 0570002057500012
2. ADDITIONAL EXPLANATIONS IN ACCORDANCE WITH THE CMB REGULATIONS
The additional explanations required pursuant to the CMB's Corporate Governance Communiqué No. II-17.1 are made in the related articles of the agenda below. Other mandatory general explanations are provided in this section.
2.1. Capital Structure and Voting Rights
As of the date of the publication of this Information Document, information concerning the total number of shares and voting rights, the number of shares and voting rights representing each privileged share and the type of privilege is provided below:
The Company shares are divided into two groups, Group A and Group B. Each Group A share has two votes at the General Assembly.
The voting rights of our shareholders, taking into consideration privileged shares, are provided in the following table:
Shareholder | Group | Share Amount (TRY) | Equity Ratio (%) | Voting Right | Voting Right Stake (%) | |||||||||
Family Danışmanlık | A | 678.773.422 | 26,77 | 135.754.684.460 | 42,23 | |||||||||
Gayrimenkul ve Ticaret | ||||||||||||||
A.Ş.* | ||||||||||||||
Family Danışmanlık | B | 430.566.455 | 16,98 | 43.056.645.478 | 13,39 | |||||||||
Gayrimenkul ve Ticaret | ||||||||||||||
A.Ş.* | ||||||||||||||
Koç Family ** | B | 464.947.514 | 18,33 | 46.494.751.430 | 14,46 | |||||||||
Vehbi Koç Foundation | B | 184.171.754 | 7,26 | 18.417.175.384 | 5,73 | |||||||||
Koç Holding Pension and | B | 59.553.491 | 2,35 | 5.955.349.123 | 1,85 | |||||||||
Assistance Foundation | ||||||||||||||
Rahmi M. Koç ve | B | 35.385.424 | 1,40 | 3.538.542.410 | 1,10 | |||||||||
Mahdumları Maden | ||||||||||||||
İnşaat Turizm Ulaştırma | ||||||||||||||
Yatırım ve Ticaret A.Ş. | ||||||||||||||
Free Float** | B | 682.499.989 | 26,91 | 68.249.998.945 | 21,23 | |||||||||
Total | 2.535.898.050 | 100,00 | 321.467.147.230 | 100,00 | ||||||||||
- Family Danışmanlık Gayrimenkul ve Ticaret A.Ş. is a wholly-owned subsidiary of Temel Ticaret A.Ş. Majority of Temel Ticaret ve Yatırım A.Ș. shares belong to Koç Family members.
- Koç Family Members: Rahmi M. Koç, Semahat S. Arsel, M. Ömer Koç, Ali Y. Koç, İpek Kıraç, Caroline N. Koç, Esra Çiğdem Koç and Aylin
Elif Koç - Includes shares bought back by Koç Holding with a nominal value of 890,475 TL amounting to 0.04% of share capital.
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