MINUTES OF THE ORDINARY GENERAL ASSEMBLY OF ARÇELİK ANONİM ŞİRKETİ DATED 27 MARCH - PDF

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MINUTES OF THE ORDINARY GENERAL ASSEMBLY OF ARÇELİK ANONİM ŞİRKETİ DATED 27 MARCH The Ordinary General Assembly of Arçelik A.Ş. for the fiscal year 2013 was held on 27 March 2014, Thursday at 11:00

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MINUTES OF THE ORDINARY GENERAL ASSEMBLY OF ARÇELİK ANONİM ŞİRKETİ DATED 27 MARCH The Ordinary General Assembly of Arçelik A.Ş. for the fiscal year 2013 was held on 27 March 2014, Thursday at 11:00 a.m., at Divan Istanbul Elmadağ, Asker Ocağı Caddesi No: Şişli, Istanbul, under the supervision of Mr. Mehmet Ali Köse, the Representative of Ministry duly appointed by Istanbul Provincial Directorate of Commerce of the Ministry of Customs and Trade pursuant to the letter no. 7749, dated The meeting was called duly and in a timely fashion as prescribed in the Law and the Articles of Association in such a way as to include the agenda of the meeting, by a 21-day-prior meeting notice by publication of the same at Company's website and on the e- company portal of Merkezi Kayıt Kuruluşu A.Ş. as well as on the Electronic General Assembly System, and published on the Trade Registry Gazette of Turkey no. 8521, dated and by registered letter sent from Istanbul Halıcıoğlu PTT to the shareholders listed in the stock register dated Upon examining the List of Attendees, it was fixed that from a total of 67,572,820,500 shares, each having a nominal value of 1 Kurus, which corresponds to the total capital of TL 675,728, of the Company, 617,717,950 shares corresponding to capital of TL 6,177, were present in person, and 60,157,446,067 shares corresponding to capital of TL 601,574, were represented by proxy, being a total of 60,775,164,017 shares corresponding to the capital of TL 607,751, and that the present attendees constituted the quorum as prescribed in the Law and the Articles of Association. It was declared that the shares with a nominal value of TL 102,227, were represented by the Share Depositor Representatives pursuant to Article 431 of the Turkish Commercial Code and Article 24 of the Regulation on General Meetings of Joint Stock Companies as published in the Official Gazette no , dated November 28, Pursuant to sub-paragraph Five and Six of the Article 1527 of the Turkish Commercial Code, it was established that the Company made the electronic general meeting arrangements in accordance with the legal provisions. Mr. Mustafa Vehbi Koç, member of the Board of Directors, appointed Mr. Faik Bülent Alagöz, who holds an Electronic General Meeting System Specialist Certificate issued by the Central Registry Agency, to use the electronic general meeting system, and then the meeting was declared open concurrently in physical and electronic environment, and the agenda topics were placed before the meeting for discussion. Mr. Mustafa Vehbi Koç, Member of the Board of Directors, made an explanation about the manner of voting. As prescribed both in the Law and the Articles of Association, save for the regulation as to the electronic vote count, it was explained that shareholders who are physically present at the meeting hall are required to use open vote by show of hands, and that the shareholders who will cast nay votes will be required to state their nay votes verbally. In consequence of the discussions and negotiations on the agenda topics, the following resolutions were passed. 1-As per the 1st item of the agenda, the meeting proceeded with the election of the Chairman responsible for the management of the Ordinary General Meeting. Mr. Fatih Kemal Ebiçlioğlu, representative of the shareholder Temel Ticaret ve Yatırım A.Ş. explained his proposal for the Meeting Chair. Mr. Mustafa Vehbi Koç was elected as the Chairman of the General Meeting by majority of votes with affirmative votes representing TL 607,674, against nay votes representing TL 77, Chairman of the Meeting stated that he had appointed Mr. Levent Çakıroğlu and Ms. Füsun Coşkuner as Vote Collectors and Mr. Fatih Kemal Ebiçlioğlu as the Minutes Clerk. Chairman of the Meeting stated that the Articles of Association, share registry, Annual Report of Board of Directors, Independent Auditor s Report, Financial Statements, Amendment of Articles of Association along with amendment proposal drafted by the Board of Directors and the consent letter of Capital Markets Board and Ministry of Customs and Trade and amendment proposal annexed thereto, List of Attendants arranged by the Board of Directors, declarations of nomination of those who were not present in the Meeting, and any other relevant documents were present in full. Chairman of the Meeting also stated that Members of the Board Mr.Mustafa Vehbi Koç, Mr.Osman Turgay Durak, Mr.Levent Çakıroğlu, Mr.Kutsan Çelebican, Mr.Tunç Uluğ, Mr.Mehmet Barmanbek and Mr.Kadri Kaynak Küçükpınar were present at the meeting and Independent Auditor Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member firm of Ernst & Young Global Limited) was represented by Mr. Ertan Ayhan. Information was provided about the excuses of the members of the Board of Directors who were not present at the meeting in person. 2- Pursuant to the 2nd item of the agenda, the Chairman informed that the Annual Report of the Company for the fiscal year 2013 was disclosed to the public 21 days in advance of the General Meeting (on Public Disclosure Platform, Electronic General Meeting System of Central Registry Agency Inc., at and printed Annual Report booklets of 2013). The Directors' Report of the Annual Report as drafted by the Board of Directors of the Company for the activities in 2013 was read by the Minutes Clerk. The Annual Report 2013 was placed before the meeting for discussion. In consequence of the discussions, the Annual Report for the fiscal year 2013 was accepted by majority of votes with affirmative votes representing TL 607,674, against nay votes representing TL 77, Pursuant to the 3rd item of the agenda, the Chairman requested that the summary of the report of Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (A member of Ernst & Young Global Limited) drafted with respect to the fiscal period 2013 be read. Summary of the Independent Auditing Company was read by the Independent Auditor Mr. Ertan Ayhan. As this article of the agenda was not subject to voting, it was only informative. 4- Pursuant to 4th item of the agenda, the Chairman informed that the consolidated Financial Statements for the fiscal year 2013, which is subjected to Independent Auditing, and prepared as per the Communiqué Serial:II-14.1 of the Capital Markets Board on the Principles of Financial Reporting in the Capital Markets, was disclosed to the public 21 days in advance of the General Meeting (on Public Disclosure Platform, Electronic General Meeting System of the Central Registry Agency Inc., at and in printed Annual Report booklets of 2013). The Minutes Clerk Mr. Fatih Kemal Ebiçlioğlu read the summary of the balance sheet and income statements. Following the discussions, the consolidated Financial Statements for the fiscal year 2013 was accepted by majority of votes with affirmative votes representing TL 607,674, against nay votes representing TL 77, The Chairman placed before the General Meeting the acquittal of the members of the Board of Directors severally for the account and activities of the Company in fiscal year The members of the Board of Directors, each not casting vote for their acquittal, were released individually by majority of votes with affirmative votes representing TL 607,522, and nay votes representing TL 229, The Chairman informed, as was disclosed to the public 21 days in advance of the General Meeting (on Public Disclosure Platform, Electronic General Meeting System of Central Registry Agency Inc., and at our Profit Distribution Policy regarding 2013 and following years is that; Our Company distributes dividends in accordance with the frame of provisions of Turkish Commercial Code, Capital Markets Regulations, Tax Regulations and other related regulations as well as our Articles of Association. In profit distribution, a well-balanced and consistent policy shall be followed between the benefits of the shareholders and Company benefits in pursuance of Corporate Governance Principles. In principle, in case respective regulations and financial facilities permit and if satisfied from existing resources in our legal records minimum 50% of distributable period profit calculated within the framework of Capital Markets Board Regulations shall be distributed in cash and/or as without charge share, by considering market expectations, our long-term company strategy, investment and finance policies, profitability and cash position. Profit distribution is intended to be completed within latest one month following General Assembly and date of profit distribution shall be determined by decision of General Assembly. General Assembly and, if authorized, Board of Directors may decide on profit distribution by installments, in accordance with Capital Markets Board Regulations. According to Company s Articles of Association; Board of Directors may distribute advance dividend ; provided that Board of Directors shall be authorized by General Assembly and comply with Capital Markets Board Regulations, which was submitted to the approval of the General Assembly. Profit Distribution Policy was accepted by majority of votes with affirmative votes representing TL 607,674, against nay votes representing TL 77, The meeting proceeded with the discussion of the following proposal of the Board of Directors respecting the distribution of the profit from the fiscal year 2013 as the proposal for 2013 profit distribution was disclosed to the public 21 days in advance of the General Meeting (on Public Disclosure Platform, Electronic General Meeting System of the Central Registry Agency Inc., at and in printed Annual Report booklets of 2013). According to the financial statements for the accounting term and , prepared by our Company within the framework of the Communiqué of the Capital Markets Board (CMB), numbered Series: II-14.1, and in compliance with the International Financial Reporting Standards, and audited by Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member firm of Ernst & Young Global Limited); a (Consolidated) Net Profit of TL 622,695, has been provided of which TL 597,845, is net profit belonging to equity holders of the parent. Prepared on basis of the market expectations, our long-term corporate strategy, investment and finance policies as well as profitability and cash position, our proposal for profit distribution is as below. In accordance with Capital Markets Law and Capital Markets regulations, it was established that a distributable profit of TL 597,845, has been obtained, the sum of TL 606,257,621.97, which includes the addition of TL 8,411, consisting of the donations made to the taxexempt foundations and associations, was the first dividend amount and in official records it was seen that there was a total distributable profit of TL 499,011,760.36, including TL 304,935, as net profit after tax. Following decisions have been made: From the consolidated profit calculated in accordance with CMB Regulations, TL 300,000, gross dividend to be distributed to the shareholders, TL 26,621, % 2 nd group reserves and on the basis of our legal records; The distributable cash dividend TL 300,000, shall be funded from TL 280,285, TL 19,714, Current year profits, Contingency reserves, The 2 nd group legal reserve TL 26,621, shall be funded from TL 24,649, Current year profits and TL 1,971, Contingency Reserves, To our shareholders which are full taxpayer institutions or limited taxpayer institutions obtaining dividend through a workplace or permanent representatives in Turkey; dividend to be paid at the rate of 44.4% and TL gross= net cash for shares at the nominal value of TL 1.00 ; And some gross cash dividend of TL and net cash dividend of TL for shares with a nominal value of TL 1.00 at the rate of 37.7% be paid to our other shareholders, and that, the start date of dividend distribution be determined as 01 April 2014, Tuesday have been agreed by majority of votes by TL 607,674, against nay votes corresponding to TL 77, On the basis of TR Capital Markets Board s permission dated 25 February 2014 and numbered /1966 and the permission of TR Ministry of Customs and Trade, General Directorate of Domestic Trade dated 05 March 2014 and numbered / , Board of Director s amendment proposal for article 3 entitled Purpose and Subject of the Articles of Association was negotiated and as a result it was decided by the majority of votes to change it as below with affirmative votes corresponding to TL 527,818, against nay votes represented by TL 79,933, AMENDED TEXT Article 3 PURPOSE AND SUBJECT The Company has been established with the intent of carrying out all commercial and industrial activities related to the the establishment and operation of recycling facilities,manufacturing, sales and marketing including also virtual platform, leasing, importing and exporting of refrigerators, deep-freezers, washing machines, dishwashers, thermo-siphons, vacuum cleaners, polishers, air conditioners, coolers and equipments, radios, televisions, audio and video recorders and sets, ovens, stoves, hair dryers, mixers and all kinds of similar home appliances operating with or without electric power or other power source and bath tub and fitted kitchens, home furniture, carpets and equipments and appliances included in the home economy and their commercial and industrial types, and compressors, electric motors, carburetors, power transfer devices which form the main and auxiliary components of the above; mobile telephones, mobile telephone lines and components, electronic devices and their parts and components; transportation and passenger vehicles and their motors and other parts and equipments for generation, usage, transportation and distribution of energy and to achieve its goal the Company may perform these activities both on its own and may get into partnership for manufacturing, may realize the manufacturing with its own brands or other brands and may realize for and on behalf of others. For this purpose the Company especially may perform following activities in the country and abroad; A) Operate as an agent, broker, representative and dealer and authorize others to do same. B) Establish marketing, transportation, commitment, warehousing and entrepot organizations; conduct staff training activities; setup and use computer systems; perform these singularly or jointly. C) To realize Company s objective, the Company may acquire every kind of movable and immovable properties, may have constructed and manufactured or may acquire every kind of real or individual rights on these, may lease, may operate acquired or leased properties, may lease out and sell. Company may take every kind of real or individual warranty including commercial enterprise pledge as well, may set pledge and other miscellaneous limited property rights over others real properties in its favor and may transfer or release these for securing the rights and receivables of Company. On condition to comply with the principles determined by Capital Markets Board, Company may establish real rights in favor of third parties and may have them released. D) To realize Company s objective, the Company may take out loan from local and foreign individuals, companies and banks, may enter into every kind of financial, commercial and economical undertaking against third parties, on condition to comply with the principles determined by Capital Markets Board may issue every kind of bonds and miscellaneous capital market instruments in the country and abroad and may make investment in securities, derivatives and miscellaneous capital market instruments. On condition to comply with the principles determined by Capital Markets Board may go bail and provide warranty in favor of third parties. If necessary, the Company may accept to establish right of mortgage and/or lien in favor of itself over movable and immovable properties of others, may release the pledges established in its favor, may waive a lien and may accept establishing bail and warranty by third parties in its favor. E) The Company may perform abovementioned activities on its own or through national or foreign real person and legal entities, provided that other provisions of this Articles of Association are reserved. In case the Company deems necessary for this purpose, may establish ordinary partnerships, commercial companies or other miscellaneous legal entities in the country or abroad or in part or whole, may make the acquisition of ordinary partnerships or other miscellaneous legal entities which had established with the same purpose and without the purpose of performing brokerage operations and operating security portfolio, with the participation purpose the Company may acquire, transfer the shares of these to the companies, commercial banks, financial leasing, consumer loan and factoring companies which had established with the same purpose and may participate into ordinary partnerships. The regulations of Capital Markets Board on transfer of concealed gain are reserved. F) The Company may perform every operation that are necessary to perform abovementioned matters written in above paragraphs and may perform import, export and every kind of trade. G) On condition that not to constitute a contradiction against the regulations of Capital Markets Board on transfer of concealed gain, to provide necessary material disclosures and informing shareholders about donations made within the year at General Assembly, the Company may provide donation and aid to foundations, associations, universities and similar establishments under the determined principles in a way that not hinder its own purpose and subject. H) On condition to comply with regulations of Capital Markets Board on transfer of concealed gain, the Company may perform every kind of transactions and use any possessions including registry, annotation, type classification allotment, amalgamation, partition, release and donation related to parceling at land offices concerning every kind of real properties and may perform renunciation for road and green area transactions, furthermore may provide its alienation and may gratis release and donate mentioned real properties. I) The Company may acquire, rent land, sea and air transportation vehicles and may sell and rent out owned vehicles. On condition to comply with regulations of Capital Markets Board, the Company may establish every kind of real and individual rights on these including pledge and pawn in favor itself and/or of third parties and may release them. J) The Company may register every kind of licenses, letter patents, patents, useful model, know how, brand, trade titles, company names and other all miscellaneous intellectual property rights that are related to its purpose under its name and may acquire and transfer, on condition to comply with the regulations of Capital Markets Board provide as warranty and may make license agreements related to them. K) For realizing Company s objective, the Company may make every kind of industrial and commercial investments that it deems suitable in the country and abroad, accordingly may establish factory, facility and sales office in the country and abroad and may provide services for architecture, engineering, design, software, accounting, call center and data storage. L) On condition to comply with regulations of Capital Markets Board on transfer of concealed gain, the Company may join the tenders in the country and abroad on its own or by establishing partnerships with third parties. M) The Company, on condition to comply with regulations of Capital Markets Board on transfer of concealed gain, may collaborate with companies that provide radio, TV programs production and broadcast services, operate TV studios and produce and sell required equipment and if necessary may terminate its collaboration. N) The Company may establ
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