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Announcements

20.12.2018Forward-Looking Assessments (DGKLB 2019 End of Year Expectations)

In its meeting held on December 20, 2018, our Board of Directors resolved to share the Company’s forward-looking assessments with the public.

Pursuant to Article 10 of the Communiqué on Material Events Disclosure (II-15.1), our Company’s assessments for the 2019 financial year are given below.

•   Our company expects 25% growth in consolidated sales revenues.

•   We plan on opening a total of 53 new retail stores in Turkey.

       (16 Doğtaş, 20 Kelebek, 17 Lova Sleep stores)

•   We intend to open a total of 19 new retail stores outside Turkey.

       (12 Doğtaş and 7 Kelebek stores)

•   We expect the consolidated EBITDA margin to exceed 15%.  

 

Additional forward-looking explanations made by our Chairman and CEO Davut Doğan are as follows:

“Doğtaş Kelebek has signed an agreement with Ernst & Young to evaluate domestic and overseas strategic partnership models and the real estate properties owned by Doğtaş Kelebek.  Doğtaş ve Kelebek are important brands in Turkey, guiding the furniture industry. While we are very busy opening new stores in Turkey, we are also taking important steps in the export markets. Last week, we opened our Montenegro store. In September, we opened four stores in Pakistan. Kelebek entered into nine markets in four months. In 2019 we will have a presence in seven countries. Investors from Asia and Europe are aware of these developments and believe in the deep-rooted history of our brands. We attract serious demand. Therefore, we want to evaluate different strategic alternatives and the growth potential of our company in a more dynamic way. We want to continue working to become a global brand. On December 18th, we signed a consultancy agreement with Ernst & Young, one of the world’s leading companies in the field of corporate finance and consultancy, to evaluate the domestic and overseas strategic partnership models and the real estate properties owned by Doğtaş Kelebek. We will consider other offers as we aim to carry our brands and company forward with sustainable profitability.”

 

19.12.2018Consultancy Agreement

To strengthen our Company’s position in the sector and take advantage of the growth opportunities in Turkey and abroad, our Company signed a consultancy agreement with Ernst Young Corporate Finance Consulting (Turkey) on December 18, 2018 to evaluate strategic alternatives and to find strategic partners.

We will share future developments regarding this topic on the Public Disclosure Platform.

 

 

18.12.2018About the Investment Incentive Certificate of Completion

We had previously obtained the Investment Incentive Certificate No. C-109183 to import machinery, buy equipment and build a construction in our production facility in Düzce. In response to our application to the Ministry of Industry and Technology, General Directorate of Incentive Implementation and Foreign Capital issued the Certificate of Completion No. D-109183 to our Company on December 5, 2018.

16.11.2018Disclosure Pursuant to Article 23 Paragraph 7 of the CMB Communiqué on Material Events Disclosure (II-15.1)

This is an update to our Material Disclosure on November 5, 2018, pursuant to Article 23 Paragraph 7 of the Capital Markets Board (CMB) Communiqué on Material Events Disclosure (II-15.1);

  Aiming to support the sustainability of our existing chair supply and high-quality production, our Company previously disclosed that it signed a Goodwill Agreement with Sancaklı Mobilya Ağaç Sanayi ve Ticaret A.Ş., to acquire a 51 percent stake in their Montenegrin subsidiary, Montenegro Wood Sancaklı Mobilya A.D., Rožaje, which operates in the lumber and veneer industry.

We have decided not to make this investment, and terminated the partnership negotiations. We kindly announce this information to the public.

 

 

09.11.2018Transactions under Article 376 of the Turkish Commercial Code (“TCC”)

Financial statements of our Company have been reported in accordance with CMB regulations dated September 30, 2018. The equity of our Company in these financial statements stands at (-) 6,472,089 Turkish lira.

The main reason the equity of our company, which continues its production, sales and operations, has a negative value in our balance sheet dated September 30, 2018 is the currency losses reflected to our income statement and balance sheet in 2018.

According to the Communiqué on the principles and procedures for the implementation of Article 376 of the Turkish Commercial Code No. 6102: “In calculating capital losses under Article 376 of the Law, companies may not consider the unrealized currency losses arising from foreign currency liabilities until January 1, 2023.”

While the unrealized currency losses related to banking transactions reflected in the equity account in the first nine months of 2018 stand at 81,978,192 Turkish lira, the realized exchange rate expense amounts to 10,261,477 Turkish lira for the same period.

If our equity continues to have a negative value by the end of 2018, then our balance sheet will be drawn and the amount of equity will be recalculated in accordance with Article 376 of the TCC. This balance sheet will be shared on the Public Disclosure Platform. We kindly announce this information to the public.

 

05.11.2018Disclosure Pursuant to Article 23 Paragraph 7 of the CMB Communiqué on Material Events Disclosure (II-15.1)

This is an update to our Material Disclosure on September 5, 2018, pursuant to Article 23 Paragraph 7 of the Capital Markets Board (CMB) Communiqué on Material Events Disclosure (II-15.1); 

Aiming to support the sustainability of our existing chair supply and high-quality production, and to penetrate the EU market in the medium run, our Company had previously disclosed that it had signed a Goodwill Agreement with Sancaklı Mobilya Ağaç Sanayi ve Ticaret A.Ş., to acquire a 51 percent stake in their Montenegrin subsidiary, Montenegro Wood Sancaklı Mobilya A.D., Rožaje, which operates in the lumber and veneer industry.

Our negotiations with Sancaklı Mobilya Ağaç Sanayi ve Ticaret A.Ş. and the Montenegrin government, and the procedural process for this partnership, still continue.

We will continue to share future developments regarding these negotiations. 

 

 

02.10.2018Company Information Form

 

Management Information

Executive Management

Full Name Role Occupation Company Role(s) in the Last Five Years Company Role(s) in the Last Five Years
 

Davut Doğan

Chairman and CEO Businessman Chairman, Board of Directors Doğanlar Yatırım Holding A.Ş. Chairman of the Board, TOBB Furniture Products Council Member, MOSFED Vice Chairman

 

28.09.2018Senior Management Change

According to the resolution of the board of the directors, there has been changes in the organizational structure of the Company.The Chief Executive Officer (CEO) of the Company, Ersin SERBES resigned by common consent. We thank to Mr. SERBES for his contributions.

Doğtaş and Kelebek brands will continue their operations with previously appointed general managers of the brands and their subordinated business units.

Within the context of these changes which we think will empower our corporate structure, central business units previously reporting to the CEO now will report to the Chairman and the CEO of the company, Davut DOĞAN.

05.09.2018Regarding Partnership Negotiations with Montenegrin Firm

Please find our announcement in line with Capital Markets Board of Turkey, Public Disclosures, article 23 - clause 7:

As it is previously disclosed; aiming to maintain the volume of its existing chair supply, to support high-quality production, and to expand into the EU market in the medium run, Doğtaş Kelebek has signed a memorandum of understanding with Sancaklı Mobilya Ağaç Sanayi ve Ticaret A.Ş., in order to obtain 51 percent share of its Montenegrin subsidiary, Montenegro Wood Sancaklı Mobilya A.D., Rožaje, which operates in the lumber and veneer industry.

Within the context of this partnership, negotiations and the process with Sancaklı Mobilya Ağaç Sanayi ve Ticaret A.Ş. and the government of Montenegro is going forward. We will continue to share future developments.

17.08.2018Senior Management Change

Chief Financial Officer (CFO) of our company Kürşad DUMAN has resigned. Financial operations of the company will continue under the responsibility of “Finance Directorship” and “Financial Affairs and Reporting Directorship”.

17.08.2018Senior Management Change

The General Manager of our company’s “KELEBEK” brand, Taner ÇAKIR has resigned. Mustafa KARAK has been appointed to this position.

06.07.2018Regarding Partnership Negotiations with Montenegrin Firm

As it is previously disclosed; aiming to maintain the volume of its existing chair supply, to support high-quality production, and to expand into the EU market in the medium run, Doğtaş Kelebek has started negotiations with Sancaklı Mobilya Ağaç Sanayi ve Ticaret A.Ş., in order to obtain 51 percent share of its Montenegrin subsidiary, Montenegro Wood Sancaklı Mobilya A.D., Rožaje, which operates in the lumber and veneer industry.

Within the context of this partnership, a memorandum of understanding has signed with Sancaklı Mobilya Ağaç Sanayi ve Ticaret A.Ş. Negotiations and the process is going forward, we will continue to share future developments

08.06.2018Notification Regarding Share Buy-Back

   
Summary Info  Notification regarding share buy back
Update Notification Flag  Yes 
Correction Notification Flag  No
Postponed Notification Flag  No
Company Performs the Buy-Back  DOĞTAŞ KELEBEK MOBİLYA SANAYİ VE TİCARET A.Ş. 
Company Subject to Buy-Back  DOĞTAŞ KELEBEK MOBİLYA SANAYİ VE TİCARET A.Ş. 
Type Of Buy-Back  Other 
The Purpose of Buy-Back  Share price does not reflect the real operational performance of the company
Board Decision Date  23.05.2018 
Maximum Amount To Be Paid  20.000.000 

 

Details of Buy-Back 
Code of Share Subject to Buy-back  Transaction Date  Nominal Value of Shares Subject to Transaction (TRY)  Ratio To Capital (%)  Transaction Price (TRY / Unit)  Privileges, If Any, Associated With These Shares 
DGKLB, TRAKLBMO91C0  06.06.2018   150.000  0 1,58  
DGKLB, TRAKLBMO91C0  06.06.2018  7.846  0 1,59  
DGKLB, TRAKLBMO91C0 07.06.2018 

115.000 

0 1,63  
DGKLB, TRAKLBMO91C0 07.06.2018  35.000 0 1,62  

 

Additional Explanations

Transactions that have been completed today in line with the share buyback decision of the Board of Directors (May 23, 2018) are listed in the table.

Our company purchased 150.000 TL nominal Doğtaş Kelebek shares from Borsa İstanbul on June 7, 2018 (today). The nominal number of shares that our company has is 307.846 TL (%0.0014 of the company’s total capital)

06.06.2018Notification Regarding Share Buyback

   

Summary Info 

Notification regarding share buy back

Update Notification Flag 

Yes 

Correction Notification Flag 

No

Postponed Notification Flag 

No

Company Performs the Buy-Back 

DOĞTAŞ KELEBEK MOBİLYA SANAYİ VE TİCARET A.Ş. 

Company Subject to Buy-Back 

DOĞTAŞ KELEBEK MOBİLYA SANAYİ VE TİCARET A.Ş. 

Type Of Buy-Back 

Other 

The Purpose of Buy-Back 

Share price does not reflect the real operational performance of the company

Board Decision Date 

23.05.2018 

Maximum Amount To Be Paid 

20.000.000 

 

Details of Buy-Back 

Code of Share Subject to Buy-back 

Transaction Date 

Nominal Value of Shares Subject to Transaction (TRY) 

Ratio To Capital (%) 

Transaction Price (TRY / Unit) 

Privileges, If Any, Associated With These Shares 

DGKLB, TRAKLBMO91C0 

06.06.2018  

150.000 

0

1,58

 

DGKLB, TRAKLBMO91C0 

06.06.2018 

7.846 

0

1,59

 

 

Additional Explanations

Transactions that have been completed today in line with the share buyback decision of the Board of Directors (May 23, 2018) are listed in the table.

Our company purchased 157.846 TL nominal Doğtaş Kelebek shares from Borsa İstanbul on June 6, 2018 (today). The nominal number of shares that our company has is 157.846 TL (%0.0008 of the company’s total capital)

 

06.06.2018Selection of the Independent Audit Firm is Registered

General Assembly Resolution (dated 07.05.2018) for the selection of KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as the independent audit firm for the year of 2018 has been registered by the Register of Commerce on May 30, 2018 and it has been published in Turkish Commercial Registry Gazette dated as June 5, 2018.

31.05.2018Registration of General Assembly Resolution Regarding Authorized Capital

   

Was The Issue Of Authorized Capital Negotiated? Was It Accepted?

Accepted 
 Date Of Registry  30.05.2018 
 
Additional Explanations 

Articles of Association Article 6 (referred as “Company’s Capital”) has been changed for extending validity period of our company’s upper limit of registered capital from 2018 to 2022; this matter has been accepted in General Assembly held on 07.05.2018.

Resolutions of ordinary meeting of general assembly have been registered on May 30, 2018 by the registry commerce of Istanbul.

31.05.2018Registration of 2017 Ordinary General Assembly Results

General Assembly Registry 
Were The Minutes Registered?  Yes 
Date of Registry 30.05.2018

 

23.05.2018Notification Regarding Share Buy-Back

Summary Info Commencing the Share Buyback Program
Update Notification Flag No
Correction Notification Flag No
Postponed Notification Flag No
Company Performs the Buy-Back
DOĞTAŞ KELEBEK MOBİLYA SANAYİ VE TİCARET A.Ş. 
Company Subject to Buy-Back DOĞTAŞ KELEBEK MOBİLYA SANAYİ VE TİCARET A.Ş.
Type Of Buy-Back Other
The Purpose of Buy-Back Share value does not truly reflect the Company's real operating performance
Board Decision Date 23.05.2018
Maximum Amount To Be Paid 20.000.000
Additional Explanations
On May 23, 2018, the Board of Directors resolved on the following:
1. Based on the belief that the share value does not truly reflect the Company's real operating performance; allow buyback of Company shares from the Borsa Istanbul pursuant to the announcements dated July 21 and 25, 2016, by the Republic of Turkey, Prime Ministry, Capital Markets Board; 
2. Set the buyback fund as maximum 20 million Turkish lira to be sourced internally in the Company; 
3. Authorize Company CEO Ersin Serbes for the transactions

 

21.05.2018Senior Management Organization Structure Change

Doğtaş Kelebek Mobilya Sanayi ve Ticaret A.Ş. resolved to separate the Doğtaş and Kelebek brands organizationally with a view to make the Company more agile and improve its notion of business.  It was decided to appoint a separate general manager for each of the brands. Accordingly, İlhan Tunçman and Taner Çakır were appointed as deputy general manager of Doğtaş Head Office and Kelebek Headquarters, respectively.  İlhan Tunçman and Taner Çakır will continue to serve under the Company CEO Ersin Serbes.

07.05.2018Re-Designating the Committee Members in the Board of Directors

Board members of the Company were re-elected to the Board at the Ordinary General Assembly on May 7, 2018, (today). Thus, it was decided to re-establish the Board committees pursuant to the Corporate Governance Communiqué No. II-17.1 of the Capital Markets Board (CMB).

Committee Name Committee Members
Audit Committee Hayrettin Kaplan (Committee President)
Audit Committee Bekir Özkan Hakan Yavaşal (Committee Member)
Corporate Governance Committee Hayrettin Kaplan (Committee President)
Corporate Governance Committee Aslı Kondu  ( Committee Member)
Şadan Doğan ( Committee Member)
Risk Committee Hayrettin Kaplan (Committee President)
Risk Committee ​Aysun Vardan ( Committee Member)

07.05.2018Task Distribution of the Board of Directors

At the Company Board of Directors meeting dated May 7, 2018, tasks were distributed between the newly board members at the Ordinary General Assembly. As such, Davut Doğan and Şadan Doğan were appointed as the chairman and vice chairman, respectively.

07.05.2018CMB Approval for the Extension of Registered Capital Ceiling

Was the registered capital ceiling issue discussed at the General Assembly? Was it accepted? Yes, it was.
Additional Explanations  
At the Ordinary General Assembly on May 7, 2018 (today), it was decided to amend article 6 titled “Company Capital” of the Company’s Articles of Association so that the Company’s Registered Capital Ceiling period could be extended to include the years 2018-2022.

 

07.05.2018Notification Regarding Dividend Payment

Summary Info General Assembly Resolution on 2017 Dividend Distribution
Update Notification Flag Yes
Correction Notification Flag No
Postponed Notification Flag No
Board Decision Date 06.04.2018
Date of Related General Assembly 07.05.2018
Was The Issue of Dividend Payment Negotiated? Discussed
Type of Cash Dividend Payment Cash Dividend Will Not Be Paid
Currency Unit TRY
Type of Stock Dividend Payment Will Not Be Paid
Additional Explanations
The matter of transferring the 2017 profits to the prior years' losses account was submitted and approved at the General Assembly.

 

07.05.2018Notification Regarding General Assembly Meeting

Was The General Assembly Meeting Executed?   Yes
General Assembly Results                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        The Shareholders Ordinary General Assembly Meeting was held on May 7, 2018, (today) at 10:30 a.m. at the "İdealtepe Mahallesi, Rıfkı Tongsir Caddesi, No:107, Maltepe, Istanbul" address, and the list of attendants, meeting minutes and ourdisclosure is provided with the attachment.
The Annual Report of the Board of Directors, 2017 Independent Audit Reports and Financial Statements were discussed and approved
at the Ordinary General Assembly held today.
The General Assembly was informed about the precautions to be taken with regard to the qualified Independent Audit Report.
The Company executives were each discharged from liability regarding the remuneration policy and the Board members regarding the 2017 operations and transactions, and the changes to the Board members during the year were approved as per article 363 of the TCC. New Board members were elected, and it was decided to appoint Davut Doğan, Şadan Doğan, Mert Güvenen, Hüseyin Doğan Türkmen, Bekir Özkan Hakan Yavaşal (independent member) and Hayrettin Kaplan (independent member) for a term of three years. Remunerations were set as follows: Davut Doğan, Şadan Doğan, Mert Güvenen: 15,000 Turkish lira, Hüseyin Doğan Türkmen, Bekir Özkan Hakan Yavaşal and Hayrettin Kaplan: 7,500 Turkish lira.
It was resolved to offset the 15.26 million fiscal year income against the previous years' losses.
The amendment text regarding the amendment of article 6 titled "Company Capital" of the Company's Articles of Association was approved.
Appointment of KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. for the audit of the 2018 financial statements and reports was approved.
Information was provided regarding the Company donations in 2017, and the donation upper limit was set as 200,000 Turkish lira for 2018. The General Assembly was provided information about the collaterals, liens and mortgages issued by the Company in favor of third parties and about the benefits provided to the executives.
It was decided not to bill the Board members for the administrative fines imposed by the CMB on the Company.
Decisions Regarding Corporate Actions
Dividend Payment Discussed
Authorized Capital Accepted
General Assembly Outcome Documents
Appendix: 1 Minute
Appendix: 2 List of Attendants
Click for details

30.04.2018Independent Audit Company Proposal of the Board of Directors 2018

At the meeting of the Board of Directors on April 30, 2018,

In line with the provisions of the Capital Markets Board’s Communiqué on Independent Audits, and after consultation with the Audit Committee, the Board of Directors resolved that KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., be selected for the task of auditing our company’s financial statements and reports for the 2018 accounting period. This issue will be submitted for the approval of shareholders at the 2017 General Meeting

25.04.2018Result of the Collective Labor Agreement Negotiations

Doğtaş Kelebek Mobilya reached an agreement for 4 years with a known firm in Italy, namely Shernon Holdings S.R.L., for the sales and distribution of Love Sleep product group. The agreement will be renewed automatically unless one of the parties cancels the contract. The Italian firm will make the mentioned sales in its 55 chain stores. Sales and distribution of Dogtas and Kelebek products also will be discussed in the coming periods. Dogtas Kelebek Mobilya expects these sales to contribute to export revenues around 10%. This ratio is expected to increase to 15% in the following years.

 

16.04.2018Agreement Signed for The Sale and Distribution of Our Products

Collective labor agreement negotiations (started on 22nd of December 2017) between our company and Öz-Ağaç İş Sendikası (work union) have been finalized on 16th of April, 2018. The parties reached an agreement and signed labor contract for 24 months, valid starting from 1st of January 2018.

Wages and employee benefits have been improved with this agreement as explained below:

a) The company will provide %16 increase in labor salaries, valid starting from 1st of January 2018.

b) After 1st of July 2018, labors will receive a bonus amounting to half (1/2) of their monthly salaries (once for the remainder of the year).

c) Valid after 1st of January 2019, salary increase will be (CPI + minimum wage increase)/2 and they will receive a bonus amounting to half (1/2) of their monthly salaries.

06.04.2018Notification Regarding Dividend Payment

Board Decision Date 06.04.2018
Date of Related General Assembly 07.05.2018
Type of Cash Dividend Payment Cash Dividend Will Not Be Paid
Currency Unit TRY
Type of Stock Dividend Payment Will Not Be Paid

 

Amount and Rate of Cash Dividend Payment
Share Group Info Payment Cash Dividend To Be Paid For Share With Par Value of 1 TL - Gross (TL) Cash Dividend To Be Paid For Share With Par Value of 1 TL - Gross (%) Cash Dividend To Be Paid For Share With Par Value of 1 TL - Net (TL) Cash Dividend To Be Paid For Share With Par Value of 1 TL - Net (%)
DGKLB, TRAKLBMO91C0   0 0 0 0

 

Amount and Rate of Cash Dividend Stock Dividend Payment
Share Group Info Amount of Stock Dividend (TL) Rate of Stock Dividend (%)
DGKLB, TRAKLBMO91C0 0 0

 

Additional Explanations

According to the financial statements audited by PWC Bağımsız Denetim ve Serbest Muhasebecilik Mali Müşavirlik A.Ş., the Company incurred a profit of 15,256,414 Turkish lira during the fiscal 2017 (January 1, 2017 – December 31, 2017). The Board of Directors has resolved to submit for the approval of the General Assembly to transfer the profit for the fiscal 2017 into the prior years' losses. 

 

Supplementary Documents
Appendix:1 2017 Dividend Distribution Table

 

 

DIVIDEND DISTRIBUTION TABLE

DOĞTAŞ KELEBEK MOBİLYA SANAYİ VE TİCARET A.Ş. 01.01.2017/31.12.2017 Period Dividend Payment Table (TL)
1.Paid-In / Issued Capital 209.069.767
2. Total Legal Reserves (According to Legal Records) 607.177
Information on privileges in dividend distribution, if any, in the Articles of Association: None

 

  * Based on CMB Regulations Based on Legal Records
3. Current Period Profit 20.916.198 20.521.267
4. Taxes Payable (-) 5.659.784 0
5. Net Current Period Profit 15.256.414 0
6. Losses in Previous Years (-) 93.971.564 107.724.046
7. Primary Legal Reserve (-) 0 0
8. NET DISTRIBUTABLE CURRENT PERIOD PROFIT İ0 0
Dividend Advance Distributed (-) 0 0
Dividend Advance Less Net Distributable Current Period Profit 0 0
9. Donations Made during the Year ( + ) 22.246 22.246
10. Donation-Added Net Distributable Current Period Profit on which First Dividend Is Calculated 0 0
11. First Dividend to Shareholders 0 0
* Cash 0 0
* Stock 0 0
12. Dividend Distributed to Owners of Privileged Shares 0 0
13. Other Dividend Distributed 0 0
* To the Employees 0 0
* To the Members of the Board of Directors, 0 0
* To None Shareholders 0 0
14. Dividend to Owners of Redeemed Shares 0 0
15. Second Dividend to Shareholders 0 0
16. Secondary Legal Reserves 0 0
17. Statutory Reserves 0 0
18. Special Reserves 0 0
19. EXTRAORDINARY RESERVES 0 0
20. Other Distributable Resources 0 0

 

Dividend Rates Table
Share Group CASH DIVIDEND STOCK DIVIDEND TOTAL DIVIDEND AMOUNT (TL) / NET DISTRIBUTABLE DIVIDEND TO BE PAID FOR SHARE WITH DIVIDEND TO BE PAID FOR SHARE WITH
  AMOUNT (TL) - NET

AMOUNT (TL)

CURRENT PERIOD PROFIT (%) PAR VALUE OF 1 TL - NET (TL) PAR VALUE OF 1 TL - NET (%)
- - - 0 0 0 0 0
TOTAL 0 0 0 0 0

 

Dividend Payment Table Explanation
Click for details

03.04.20182017 Ordinary General Assembly Meeting

General Assembly Invitation
Type of General Assembly Annual
Begining of The Fiscal
Period
01.01.2017
End of The Fiscal Period 31.12.2017
Decision Date 03.04.2018
General Assembly Date 07.05.2018
General Assembly Time 10:30
Record Date 06.05.2018
Country Turkey
City İSTANBUL
District MALTEPE
Address

İdealtepe Mahallesi Rıfkı Tongsir Caddesi No:107

Maltepe/İstanbul

 

Agenda Items
1 - Opening and Election of the President, authorizing the President for signing the minutes of the meeting
2 - Reading, discussing and approving the Annual Report of 2017,
3 - Reading the summary of Independent Audit Report related to the accounting year of 2017,
4 - Reading, discussing and approving the Financial Statements related to the accounting period of the year 2017,
5 - Presenting information to the General Assembly regarding the measures will be taken due to the qualified opinion stated by Independent Audit Company, in compliance with Turkish Code of Commerce article 403rd,
6 - Acquitting the members of the Board of Directors due to the activities of the company for the year 2017,
7 - In line with the Turkish Code of Commerce article 363rd, Submitting Board of Directors’ changes, completed within the recent year, to the approval of General Assembly,
8 - Choosing Board of Directors, determining the terms of their duties and annual remuneration,
9 - Discussing and deciding on the proposal of Board of Directors regarding 2017 profit, 2017 yılı kârı/zararı hakkında Yönetim Kurulu teklifinin görüşülmesi ve karara bağlanması,
10 - Approval of the Articles of Association, following the amendment of article 6,
11 - Pursuant to Corporate Governance Principles, informing the Shareholders about the remuneration policy towards the Members of the Board of Directors and top managers and about the payments made within the scope of this policy,
12 - Approval of the selection of the Independent Audit Company proposed by the Board of Directors, in line with the suggestion of Audit Committee for the year of 2018,
13 - Informing General Assembly within the context of II-17.1 Corporate Governance Principles (principle 1.3.6) of Capital Markets Board,
14 - Presenting information to the shareholders about the guarantee, pledge, mortgage and bails given in 2017 in favor of third parties by the company within the context of Capital Markets Board regulation,
15 - Presenting information to the shareholders about the donations granted in 2017 and determination the upper limit for donations in 2018, within the context of Capital Markets Board regulation,
16 - Deciding on if imposed administrative fine amounting to 186.051 TL will be recoursed to Board of Directors who were on duty, in accordance with Capital Markets Board’s decision (38/1307) dated on 20.10.2017,
17 - Granting of permission to the board of directors to fulfil a duty in accordance with articles 395 and 396 of Turkish Commercial Code, Capital Markets Board legislation and presenting information to the shareholders concerning the transactions done in the year 2017 in line with Corporate Governance Principles,
18 - Wishes and closing.

 

Corporate Actions Involved In Agenda
Dividend Payment

 

General Assembly Invitation Documents
Appendix: 1 General Assembly Informing Document
Appendix: 2 Other Invitation Document
Appendix: 3 Article of Association Amendment Text

 

Additional Explanations
Board of Directors decided that Ordinary General Assembly Meeting will be convened on May 7th, 2018, Monday at 10:30 am, in the company’s headquarter, İdealtepe Mahallesi Rıfkı Tongsir Caddesi No:107 Maltepe İstanbul. General Assembly Meeting invitation announcement including Agenda of the Ordinary General Assembly Meeting for the year 2017 and proxy form and information document including required announcements in accordance with Capital Markets Board regulations can be found in the attachment.

01.03.2018Notice on Registered Capital Ceiling Transactions

Our application to the Ministry of Customs and Trade for the amendment of Article 6, titled "Company Capital," of the Articles of Association of the Company, to extend the validity period of the Company's Registered Capital Ceiling to cover the years 2018-2022, was deemed appropriate by the Ministry's letter dated February 23, 2018, numbered 50035491-431.02.

28.02.2018Credit Rating

The credit rating agency, Istanbul Uluslararası Derecelendirme Hizmetleri A.Ş. (Turkrating),assessed our Company's long-term credit rating as (TR) A (-) and short-term credit rating as (TR) A2, and confirmed its outlook as stable.

26.02.2018Notice on the Issuance Ceiling

 
Summary Info The issuance ceiling has been approved by the Capital Markets Board (CMB)
Reason for Amendment The issuance ceiling has been approved by the Capital
Markets Board (CMB) as 67 million Turkish lira.
Authorized Body
Decision Date
January 29, 2018
Amount of the Issuance Ceiling  67 million
Currency Turkish lira
of Security Related
to the Issuance Ceiling
Debt Securities
Sale Type Sale to Qualified Investors
Domestic / Foreign Domestic
CMB Application Date February 1, 2018
Capital Market Board
Application Result
APPROVAL
CMB Authorization Date February 22, 2018
Issuance Ceiling Expiry
Date
February 22, 2019

 

Additional Disclosures

The application made to the CMB regarding the issue of debt securities through a sale to qualified investors without a public offer has been approved by the CMB with a resolution dated February 22, 2018, numbered 8/283 for an amount of 67 million Turkish lira.

The Issuance Certificate and Debt Securities Issuance Application Form approved by the CMB are attached.

 

Documents Attached
APPENDIX:1 Application Form

APPENDIX:2

Issuance Certificate

13.02.2018CMB Approval for the Extension of Registered Capital Ceiling

 
Date of Board Resolution February 5, 2018
Related Transaction Registered Capital Ceiling (RCC) Expiry Date Update
Current Registered Capital Ceiling (TL) 350 million
New Registered Capital
Ceiling (TL)
350 million
Registered Capital Ceiling
Expiry Date (New)
December 31, 2022
Articles of Association
Article No. to be Amended
6
CMB Application Date February 7, 2018
Capital Market Board
Application Result
APPROVAL
CMB Application Date February 8, 2018

 

Additional Disclosures
Our application to the Capital Markets Board for the amendment of Article 6, titled "Company Capital, of the Articles of Association of the Company, to extend the validity period of the Company's Registered Capital Ceiling to cover the years 2018-2022, was approved as appropriate by the letter from the Capital Markets Board dated February 8, 2018, numbered 29833736-110.04.04- E.1471.

08.02.2018The CMB application has been submitted for the extension of the Registered Capital Ceiling validity period.

 
Date of Board Resolution February 5, 2018
Related Transaction Registered Capital Ceiling (RCC) Expiry Date Update
Current Registered
Capital Ceiling (TL)
350 million
New Registered Capital Ceiling (TL) 350 million
Registered Capital Ceiling
Expiry Date (New)
December 31, 2022
Articles of Association
Article No. to be Amended
6
CMB Application Date February 7, 2018

 

Additional Disclosures
With respect to our announcement dated February 5, 2018, the application to the Capital Markets Board for the draft amendment to the Articles of Association was made as of February 7, 2018.

05.02.2018Extension of the Registered Capital Ceiling Validity Period

 
Date of Board Resolution February 5, 2018
Related Transaction Registered Capital Ceiling (RCC) Expiry Date Update 
Current Registered
Capital Ceiling (TL)
350 million
New Registered Capital Ceiling(TL) 350 million
Registered Capital Ceiling
Expiry Date (New)
December 31, 2022
Articles of Association
Article No. to be Amended
6

 

Additional Disclosures
The Board of Directors has resolved that the necessary authorizations from the Capital Markets Board and the Ministry of Customs and Trade be obtained for the amendment of Article 6 titled "Company Capital" of the Company's Articles of Association with respect to the extension of the validity of the registered capital ceiling from 2017 to 2022. It further resolved that subsequent to the authorizations the amendments be submitted to the approval of the shareholders in the first meeting of the General Assembly.

01.02.2018CMB Application for the Issuance of Debt Securities

 
Authorized Body
Decision Date
January 29, 2018
Amount of the Issuance Ceiling 200 million
Currency Turkish lira
Type of Security Related
to the Issuance Ceiling
Debt Securities
Sale Type Sale to Qualified Investors
Domestic / Foreign Domestic
CMB Application Date February 1, 2018

 

Additional Disclosures
Pursuant to our Company's announcement dated January 29, 2018, an application has been made to the Capital Markets Board on February 1, 2018 for the authorization of the issuance certificate for the issuance of securities of up to 200 million Turkish lira in one or more transactions, in domestic markets, without a public offering, and to qualified investors or through private placements.

30.01.2018Notice on the Issuance Ceiling

 
Authorized Body Decision Date January 29, 2018

Amount of the Issuance Ceiling

200 million
Currency Turkish lira
Type of Security Related to the Issuance Ceiling Debt Securities
Sale Type Sale to Qualified Investors
Domestic / Foreign Domestic

 

Additional Disclosures

At the meeting of the Board of Directors of our Company on January 29, 2018, it has been resolved:

By the authority granted to the Board of Directors, in the meeting of the General Assembly dated December 22, 2017, that debt securities may be issued up to a total amount of 200 million (two hundred million) Turkish lira in one or more transactions, in domestic markets, without a public offering, and to qualified investors or through private placements.

That the General Management be authorized to represent the Company in determining the terms and provisions of the debt securities. Within this scope, that it be authorized in making the necessary applications and other transactions to the Capital Markets Board and other authorities, completing these processes, selecting and designating the related Brokerage House, and arranging and signing all other documents that pertain to a debt securities contract on behalf of our Company.

29.01.2018Debt Securities Issuance

At the meeting of the Board of Directors of our Company on January 29, 2018, it has been resolved:

By the authority granted to the Board of Directors, in the meeting of the General Assembly dated December 22, 2017, that debt securities may be issued up to a total amount of 200 million (two hundred million) Turkish lira in one or more transactions, in domestic markets, without a public offering, and to qualified investors or through private placements.

That the General Management be authorized to represent the Company in determining the terms and provisions of the debt securities. Within this scope, that it be authorized in making the necessary applications and other transactions to the Capital Markets Board and other authorities, completing these processes, selecting and designating the related Brokerage House, and arranging and signing all other documents that pertain to a debt securities contract on behalf of our Company.

This has been respectfully announced to the public.

22.01.2018The Result of Registration of the Extraordinary General Assembly

General Assembly Registry
Were The Minutes Registered? No
Reason for Not Registering Since there were no items to be registered in the resolutions of the General Assembly, the General Assembly has not been registered.