As a result of the negotiations held in accordance with the agenda, the following decisions were taken.
1. Pursuant to the 1st item of the agenda, the Chairman of the Meeting, who is responsible for the management of the Ordinary General Assembly, was elected. The proposal given by the Chairman of the Board of Directors, Recep TAŞYANAR, was read. The proposal was put to the vote and it was unanimously decided to elect Ebgü Senem DEMİRKAN as the Chairman of the Meeting.
Meeting Chairman Ebgü Senem DEMİRKAN briefed the shareholders about the electronic general assembly application.
The Chairman of the Meeting stated that he appointed Burcu DAYLAR as the Minute Clerk and Bülent İNAN as the Vote Collector.
2. Moved to the 2nd item of the agenda. The Presidency of the Meeting was unanimously authorized to sign the minutes of the Ordinary General Assembly Meeting and to follow up and fulfill all legal procedures related to the meeting.
3. The 3rd item of the agenda was passed. The proposal submitted by the Chairman of the Board of Directors, Recep TAŞYANAR, regarding the fact that the 2022 Annual Report of the Board of Directors should not be read at the Company Headquarters, on the corporate website of the Company, on the e-GKS and KAP within the legal period, due to the fact that it was submitted for the information and examination of the shareholders, was unanimously accepted. After the proposal was accepted, our Chairman of the Board of Directors Recep TAŞYANAR shared his evaluations regarding the activities of 2022 with the Shareholders. Meeting Chairman At the meeting of the Company's Board of Directors on April 5, 2023, within the framework of the CMB's Communiqué on Repurchased Shares and the 14 February 2023 Principle Decision, considering the current market conditions, share repurchase can be made, and the maximum number of shares that can be subject to repurchase is 2,000,000, informed that the fund to be allocated for the repurchase is determined as a maximum of 40.000.000 TL and the repurchase period to be determined as 3 (three) months. He also stated that in this context, on April 5, 2023, 50,000 BARMA shares were bought back at a weighted average price of 15,436 TL and all these issues were disclosed in the Public Disclosure Platform. The Chairman of the Meeting asked if anyone would like to express an opinion on the said annual report. After it was understood that there was no one to take the floor, the Board of Directors' Activity Report for the Year 2022, which was submitted for approval, was unanimously accepted.
4. Moving on to the 4th item of the agenda, as the Independent Audit Report is submitted for the information and examination of the shareholders, within the legal period, at the Company Headquarters, on the Company's corporate website, e-GKS and KAP, in accordance with the provisions of the Capital Markets Law, Chairman of the Board of Directors Recep TAŞYANAR After the proposal submitted by the company was accepted unanimously, Independent Audit Firm officer Fatih Ahmet Celayir read the opinion part of the Independent Audit Report.
5. The 5th item of the agenda was passed. Within the legal period of our Company's independently audited 2022 Financial Statements prepared in accordance with the Capital Markets Board's Communiqué on the Principles of Financial Reporting in the Capital Markets (II-14.1), the information of the shareholders is available at the Company Headquarters, on the Company's corporate website, e-GKS and KAP. Recep TAŞYANAR, Chairman of the Board of Directors, made a proposal not to read it again at the General Assembly Meeting, since it was submitted for review. The proposal was accepted unanimously. After the proposal was accepted, the Chairman of the Meeting, Ebgü Senem DEMİRKAN, asked if anyone would like to express their opinion on the said Financial Statements. After it was understood that he was not taking the floor, he presented the Financial Statements for the year 2022 for the approval of the General Assembly. The Financial Statements prepared in accordance with the Capital Markets Legislation were unanimously accepted.
6. Pursuant to the 6th item of the agenda, the Chairman of the Meeting presented the release of the members of the Board of Directors separately for their accounts and activities in 2022 to the approval of the General Assembly. With the open voting, the members of the Board of Directors did not use their voting rights arising from the shares they held in their release and were unanimously acquitted separately.
7. The 7th item of the agenda was passed. Within the framework of the Turkish Commercial Code, the Capital Markets Law, auditing the financial reports for the 2023 accounting period proposed with the decision of the Board of Directors dated 24.03.2023 and numbered 2023/08, and carrying out other activities within the scope of the relevant regulations in these laws, PKF candidate Independent Auditing A.Ş. (A member firm of PKF International) was accepted unanimously.
8. The Chairman of the Meeting stated that, pursuant to the 8th item of the agenda, with the decision of the Board of Directors, dated 06.03.2023 and numbered 2023/06, which was prepared in line with the Company's Profit Distribution Policy, the proposal not to distribute the profits for 2022 started to be discussed. The proposal of the Company's Board of Directors regarding profit distribution was put to the vote.
As a result of the voting, the proposal of the Board of Directors not to distribute the profit for 2022 was unanimously accepted.
9. The 9th item of the agenda was passed. In accordance with the Capital Markets Board's decision dated 12.01.2023 and numbered 2/51, the shareholders were informed about the opinion of the CMB about our two Independent Members of the Board of Directors, since our Company has been included in the 1st Group Companies since 2023.
10. The 10th item of the agenda was passed. Within the framework of the Board of Directors and Senior Management Remuneration Policy, from the beginning of the month following the Ordinary General Assembly Meeting until the next General Assembly, 100.000 TL to the Chairman of the Board of Directors Recep Taşyanar, 50.000 TL to the Members of the Board of Directors Şenferiye Taşyanar, 5.000 TL to Ahmet Tümer, 5.000 TL to Cemal Güreşçi The proposal of the Chairman of the Board of Directors, Recep TAŞYANAR, regarding the payment of a monthly net Attendance Fee of 5,000 TL to the Board of Directors and not to pay the Attendance Fee to the Deputy Chairman of the Board of Directors Sertaç Taşyanar and the Member of the Board of Directors Serap Taşyanar was accepted unanimously.
11. Pursuant to the 11th item of the Agenda, the General Assembly was informed that donations amounting to 396,050 TL were made within the 2022 accounting period.
The proposal of the Chairman of the Board of Directors, Recep TAŞYANAR, regarding the determination of the donation limit for 2023 to be 2,000,000 TL was accepted unanimously.
12. Regarding the 12th item of the Agenda; Information on the guarantees, pledges, mortgages and sureties given by the Company in favor of its own legal entity in 2022 and the income and benefits obtained within this scope are included in footnote 17 of our Financial Statements dated 31.12.2022 and the Company has 3 Shareholders were informed that there was no income or benefit obtained through guarantees, pledges, mortgages and sureties given in favor of persons.
13. Regarding the 13th item of the Agenda; In 2023, it was decided by a majority of votes to allow the members of the Board of Directors for the transactions included in the 395th and 396th articles of the TCC, as a result of the affirmative votes of 290,000,000 TL shares against the rejection votes of 3,515 TL shares. The dissenting opinion of Yakup Akmeşe, one of the shareholders, regarding the agenda item was added to the minutes and the shareholders were informed about the relevant legal articles.
14. Regarding the 14th item of the Agenda; In 2022, shareholders were informed that there was no important transaction requiring information within the scope of the principle number 1.3.6 of the Corporate Governance Communiqué numbered II-17.1 of the CMB.
15. The 15th item of the agenda has been passed. Shareholders were asked whether they had any wishes and wishes. The questions of the shareholders who attended the meeting physically and electronically were answered by the Chairman of the Board of Directors, Recep TAŞYANAR. Meeting Chairman Ebgü Senem DEMİRKAN closed the meeting at 15:04 because there was no other topic to be discussed on the agenda.
This minute was prepared at the meeting place and signed by the representatives of the Ministry of Commerce and the Meeting Presidency.