Minutes of the Ordinary General Assembly Meeting of
BRİSA BRIDGESTONE SABANCI LASTİK SANAYİ VE TİCARET ANONİM ŞİRKETİ
which was held for the fiscal year 2023 on April 19, 2024
The Ordinary General Assembly Meeting of Brisa Bridgestone Sabancı Lastik Sanayi ve Anonim Şirketi for 2023 was held on April 19, 2024 at 14:00 in Sabancı Center Sadıka Ana 2 Conference Room located in 4.Levent, Beşiktaş, Istanbul under the surveillance of Ministerial Commissary, Güner KAKI commissioned by the Istanbul Provincial Directorate of Customs and Trade with the letter numbered 95942477 and dated April 17, 2024.
Invitation to General Assembly Meeting, including the meeting agenda, has been published as defined in Articles of Association and related Legal Codes, in Turkish Trade Registry Gazette dated March 26, 2024 and numbered 11051, on Company web site www.brisa.com.tr and in the Electronic General Assembly Meeting System of Central Securities Depository of Türkiye within the legal period.
Upon the review of the List of Attendants, it was acknowledged that out of the 30,511,687,500 unit shares corresponding to the total capital of TL 305,116,875.00; 76,423,000 unit of shares corresponding to TL 764,230 of the total capital being represented in person and 27,248,198,557.2 unit of shares corresponding to TL 272,481,985.572 of the total capital being represented by their representatives, hence a total of 27,248,198,557.2 unit of shares corresponding to TL 273,246,215.572 of the total capital were present at the meeting. Thus, it was acknowledged that the minimum meeting quorum required by the Company's Article of Association and related Legal Codes, was present at the meeting. The meeting was opened by Ahmed Cevdet ALEMDAR, Chairperson of Board, with the participation of Board of Members Tomio FUKUZUMI and Haluk KÜRKÇÜ, and together with Merve TEMİZKAN GÜNGÖRER, Representative of the Company's Auditor KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. The meeting was also simultaneously started on the electronic system.
1- In accordance with Article 19 of the Company's Articles of Association and the Internal Directive on the Working Principles and Procedures of the General Assembly, Chairperson of the Board of Directors Ahmed Cevdet ALEMDAR served as the Chairperson of the Meeting. The President designated Neslihan DÖNGEL ÖZLEM as a Minutes Secretary, Erdem ERDOĞAN and Tomıo FUKUZUMI as Vote Collection Officers, thus forming the Meeting Presidency.
Additionally, the Chairperson of the Meeting has appointed Elif KÜÇÜKÇOBANOĞLU, Investor Relations Manager of the Company, who has Certificate for Electronic General Assembly Meeting System issued by Central Securities Depository of Türkiye, to use the Electronic General Assembly System.
Since there was no request for changing the discussion order of the agenda items, the discussion on the agenda items has been continued as declared.
2- Since the annual review video summarizing activities of our Company for the year 2023 has been watched, accepting the Board of Directors' 2023 Annual Report as read and continue with its discussion was submitted to the approval of our shareholders. The Board of Directors' 2023 Annual Report was accepted as read with TL 273,246,190.572 aye votes against TL 25 nay votes of E-F-G Share Classes, participating the meeting physically. The Board of Directors' 2023 Annual Report was discussed. Özgün ÖZTUNÇ, proxy of Kardeşler Rot Balans Otomotiv Kaplama Sanayi ve Ticaret Limited, a shareholder of E-F-G Share Classes of TL 25, who physically attended the meeting, stated that he had a dissenting opinion no. 1 on the agenda item and requested that his dissent be added to the minutes. The Meeting Chairperson took the dissenting opinion and added it to the minutes of the meeting.
3- The opinion parts of the Auditor's Reports for the year 2023 were read by the Minutes Secretary and presented for our shareholders' information. Özgün ÖZTUNÇ, proxy of Kardeşler Rot Balans Otomotiv Kaplama Sanayi ve Ticaret Limited, a shareholder of E-F-G Share Classes of TL 25, who physically attended the meeting, stated that he had a dissenting opinion no. 2 on the agenda item and requested that his dissent be added to the minutes. The Meeting Chairperson took the dissenting opinion and added it to the minutes of the meeting.
4- Financial Statements for the year 2023 were read by the Minutes Secretary and presented to the opinions and approvals of our shareholders. Financial Statements for the year 2023 were opened for discussion. Subsequent to the discussion, Financial Statements for the year 2023 were approved with TL 273,246,190.572 aye votes against TL 25 nay votes of Kardeşler Rot Balans Otomotiv Kaplama Sanayi ve Ticaret Limited, a shareholder of E-F-G Share Classes of TL 25, who physically attended the meeting. Özgün ÖZTUNÇ, proxy of Kardeşler Rot Balans Otomotiv Kaplama Sanayi ve Ticaret Limited, a shareholder of E-F-G Share Classes of TL 25, who physically attended the meeting, stated that he had a dissenting opinion no. 3 on the agenda item and requested that his dissent be added to the minutes. The Meeting Chairperson took the dissenting opinion and added it to the minutes of the meeting.
5- Within the activity year, Ahmet ERDEM was appointed as Independent Board Member on April 1, 2023 to replace Mehmet KAHYA and Jerome Freddy Pierre BOULET was appointed as Board Member on December 23, 2023 (to become effective starting from January 1, 2024) to replace Daniel Jean Pierre GIROUD, in accordance with Article 12 of the Company's Articles of Association and Article 363 of the Turkish Commercial Code to serve for the remaining period from their predecessors. Before these appointments were submitted to the approval of our shareholders, the General Assembly was presented with the information that with its notification letter dated April 17, 2023 and numbered E-29833736-110.07.07-36198, the Capital Markets Board has not given any adverse opinion regarding Ahmet ERDEM's assignment as Independent Board Member nominee. Appointments of Ahmet ERDEM and Jerome Freddy Pierre BOULET were approved with TL 270,917,050.572 aye votes against TL 2,329,165 nay votes. Özgün ÖZTUNÇ, proxy of Kardeşler Rot Balans Otomotiv Kaplama Sanayi ve Ticaret Limited, a shareholder of E-F-G Share Classes of TL 25, who physically attended the meeting, stated that he had a dissenting opinion no. 4 on the agenda item and requested that his dissent be added to the minutes. The Meeting Chairperson took the dissenting opinion and added it to the minutes of the meeting.
6- As a result of the voting held after the Chairperson of the Meeting stated that the voting rights of the Members of the Board arising from their shares are not taken into account in this agenda item, the Members of the Board were released from their activities in 2023 with TL 273,246,190.572 aye votes against TL 25 nay votes of Kardeşler Rot Balans Otomotiv Kaplama Sanayi ve Ticaret Limited, a shareholder of E-F-G Share Classes of TL 25, who physically attended the meeting. Özgün ÖZTUNÇ, proxy of Kardeşler Rot Balans Otomotiv Kaplama Sanayi ve Ticaret Limited, a shareholder of E-F-G Share Classes of TL 25, who physically attended the meeting, stated that he had a dissenting opinion no. 5 on the agenda item and requested that his dissent be added to the minutes. The Meeting Chairperson took the dissenting opinion and added it to the minutes of the meeting.
7- Regarding the determination of the use of the 2023 Profit, the proposal was submitted to the approval of the General Assembly with the Decision of the Board of Directors dated March 18, 2024 and numbered 2024/06. The proposal regarding the distribution of the remaining TL 3,985,644,200.00 Net Distributable Profit for the period of 2023, after deducting Primary Legal Reserves and Tax Provision in compliance with CMB communiqué and as stipulated by the Article 28 of the Articles of Association, out of the Profit amounted to TL 3,288,779,914.00 for the fiscal period 2023 calculated according to the CMB Regulation, is as follows:
First Dividend |
TL 15,255,843.75 |
Second Dividend |
TL 1,020,310,830.00 |
Total Gross Dividend |
TL 1,035,566,673.75 |
Dividend to Usufruct Shareholders |
TL 164,438,995.70 |
Secondary Legal Reserves |
TL 118,474,982.57 |
Extraordinary Reserves |
TL 2,667,163,547.98 |
Thus, it was approved with TL 273,246,190.572 aye votes against TL 25 nay votes of Kardeşler Rot Balans Otomotiv Kaplama Sanayi ve Ticaret Limited, a shareholder of E-F-G Share Classes of TL 25, who physically attended the meeting, that a gross dividend of TL 1,035,566,673.75 (at a rate of 339.40%) to the shareholders representing capital of TL 305,116,875.00 and a gross dividend of TL 164,438,995.70 to the privileged usufruct shareholders will be distributed in cash, depending on legal status of our shareholders, an income tax withholding in the proportion of 10% will be deducted, and cash dividend payment rights usage date will start April 24, 2024.
8- As per the motion presented, election of the following persons was proposed as Members of Board pursuant to Corporate Governance Principles of the Capital Markets Board and relevant regulations and to the Articles 10 and 12 of the Articles of Association:
The Candidate of Group A Shares: Tomıo FUKUZUMI
The Candidates of Group B Shares: Ahmed Cevdet ALEMDAR
Haluk DİNÇER
Sakine Şebnem ÖNDER
The Candidate of Group C Shares Mustafa BAYRAKTAR
The Candidate of Group D Shares Jerome Freddy Pierre BOULET
The Candidate of Group E Shares: Frederic Jean Hubert Cecile HENDRICKX
The Candidate of Group F Shares: Mete EKİN
The Candidate of Group G Shares: Haluk KÜRKÇÜ
and
Independent Board Member Ahmet ERDEM
Independent Board Member Fatma Dilek YARDIM
Before these elections were submitted to the approval of our shareholders, the General Assembly was presented with the information that with its notification letter dated March 4, 2024 and numbered E-29833736-110.07.07-50677, the Capital Markets Board has not given any adverse opinion regarding Ahmet ERDEM and Fatma Dilek YARDIM's assignments as Independent Board Member nominees. Elections of the corresponding persons as Members of the Board for a term of 3 (three) years until the Ordinary General Assembly Meeting to be held in 2027 were approved with TL 270,896,620.572 aye votes against TL 2,349,595 nay votes. Özgün ÖZTUNÇ, proxy of Kardeşler Rot Balans Otomotiv Kaplama Sanayi ve Ticaret Limited, a shareholder of E-F-G Share Classes of TL 25, who physically attended the meeting, voted nay.
9- As per the written motion, which was read at the General Assembly, it was accepted to pay a monthly gross fee of TL 90,000 (ninety thousand Turkish Lira) to each of Member of the Board during their term of office with TL 270,896,620.572 aye votes against TL 2,349,595 nay votes. Özgün ÖZTUNÇ, proxy of Kardeşler Rot Balans Otomotiv Kaplama Sanayi ve Ticaret Limited, a shareholder of E-F-G Share Classes of TL 25, who physically attended the meeting, voted nay.
10- Upon the recommendation of the Audit Committee and the proposal of the Board of Directors; in accordance with the principles set by the Turkish Commercial Code No. 6102 and the Capital Markets Law No. 6362, it was accepted with TL 273,246,190.572 aye votes against TL 25 nay votes of Özgün ÖZTUNÇ, proxy of Kardeşler Rot Balans Otomotiv Kaplama Sanayi ve Ticaret Limited, a shareholder of E-F-G Share Classes of TL 25, who physically attended the meeting, to elect DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (Deloitte) as the Auditor in order to audit Financial Reports of the Company for the 2024 accounting period and to carry out other activities within the scope of the relevant regulations in these laws.
11- Shareholders were informed that the donation amount made in 2023 was TL 11,032,260 and this amount remained within the limit set for the corresponding period, and that the details of beneficiaries of the donations have been announced via General Assembly Information Document.
12- Upon the approval of the Board of Directors' resolution dated March 18, 2024 and numbered 2024/08 with TL 273,246,190.572 aye votes against TL 25 nay votes of Özgün ÖZTUNÇ, proxy of Kardeşler Rot Balans Otomotiv Kaplama Sanayi ve Ticaret Limited, a shareholder of E-F-G Share Classes of TL 25, who physically attended the meeting; the upper limit of the donations to be made in 2024 was decided as 5% (five percent) of the commercial profit in 2024.
13- It was accepted with TL 273,246,190.572 aye votes against TL 25 nay votes of Özgün ÖZTUNÇ, proxy of Kardeşler Rot Balans Otomotiv Kaplama Sanayi ve Ticaret Limited, a shareholder of E-F-G Share Classes of TL 25, who physically attended the meeting, to allow the Chairperson and Members of Board to carry out the transactions set out in the Articles 395 and 396 of the Turkish Commercial Code.
14- The Chairperson gave the floor to participants for their wishes and desires.
Gökhan ÖZTÜRK, one of the shareholders who physically attended the meeting, took the floor and congratulated the management for the strong financial results realized, especially the increase in shareholders' equity, the decrease in indebtedness and the leap in profitability, and asked the following questions and comments.
1) Has there been any development regarding the earthquake seismic isolator with Bridgestone?
2) To what extent was the large size tire investment target realized at the Kocaeli plant?
3) What are the developments regarding the capacity increase target at the Aksaray plant?
4) We produce TOGG tires, but what is the reason why there is no special communication about this?
5) In line with the view previously shared by Mustafa ACAROĞLU, I believe that despite the increase in profitability, the amount and rate of dividend distribution is low. I would wish for higher dividend distribution, especially in a period of high inflation.
Ahmed Cevdet ALEMDAR, Chairman of the Meeting, said "I would like to thank the management for the strong financial results despite the contraction in the European market and the supply chain disruptions." and gave the floor to Haluk KÜRKÇÜ, CEO of the Company, to answer the questions. Haluk KÜRKÇÜ made the following statements regarding the questions and comments received.
1) Seismic isolator is a product produced by Bridgestone with limited capacity, imported to our country in the past and distributed by Brisa. After the February 6 earthquake, it came to the agenda again. We have submitted our request to purchase more of this product and to produce it with our own capacity, but the capacity at Bridgestone's factory is limited under current conditions. Since it is a high-tech product, investment costs and a certain period of time are required for capacity increase. This option is also on our agenda with Bridgestone.
2) A machinery park is being established for the production of large size tires, and we aim to reach a production capacity of 1 million by 2025. We anticipate that Turkey will be the leader in commercial tire production in the coming period as the world's 2nd largest commercial vehicle park.
3) We continue our efforts for Aksaray capacity increase. In this regard, the current capacity of 2.5m will increase to 4m by the end of the year. Since the import procurement period for these machines is 18 months, there may be some disruptions. However, there does not seem to be any problem for the planned capacity increase at the moment. We are building the 4th high-tech mixer in Aksaray and we aim to go to 4.6 million units by the end of 2026.
4) We make our disclosures about such business relationships and developments within the framework of capital markets legislation and confidentiality conditions between the parties.
5) According to our dividend policy, our dividend distribution rate is 30% of distributable profit, and the amount we announced this year is in line with this rate. We have distributed at a higher rate in the past 3 years. We need to take the macroeconomic environment and expectations very much into account when making decisions on dividend distribution. We want to maintain our financial resilience and continue our growth through investments. We have taken such a decision considering the financing conditions during the year and possible cost concerns. We believe that we will regain our previous levels in the coming days.
As there was no agenda item remaining to discuss, the Chairperson closed the meeting by stating that the quorum legally required was maintained throughout the meeting.
These minutes comprising 5 pages was prepared and signed at the meeting place following the end of meeting.
Istanbul, April 19, 2024, at: 15:07 p.m.