Corporate Management and Risk Management A&T Finansal Kiralama A.Ş. Annual Report 2024 40 41 ORDINARY GENERAL ASSEMBLY A & T Finansal Kiralama A.Ş. Ordinary General Assembly Meeting for 2023 was held on 19.03.2024 at 11.00 o’clock at the address Vali Konağı Caddesi No: 10 Nişantaşı / İSTANBUL under the supervision of the Ministry Representatives Mr. Feyyaz BAL who was appointed by the T.R. Ministry of Trade / İstanbul Provincial Trade Office of Trade Letter dated 15.03.2024, no. E-90726394-431.01-00095033914 It was determined by examining the list of attendants that out of 153,469,300 shares corresponding to the Company’s nominal value 153,469,300 representing Arap Türk Bank A.Ş. Salih HATİPOĞLU, ErdemÖZENCİ in person having 7,675 shares with a nominal value 7,675 TL, Salih HATİPOĞLU in person having 7,675 shares with a nominal value 7,675 TL, Feyzullah KÜPELİ in person having 7,675 shares with a nominal value 7,675 TL, Aziz AYDOĞDUOĞLU in person having 7,675 shares with a nominal value 7,675 TL, totally represented the nominal value of 153,500,000 TL considering the shares corresponding to the share of 153,500,000 are attending. Thus the minimum quorum as stipulated by the law and the articles of incorporation was secured. The shareholders have no objection of the invitations without announcement in accordance with the Turkish Commercial Law Article 416. After confirming that, The Board Members Mr. Wail J A BELGASEM, Mr. Yasin ÖZAY, Mr. Ahmed Mahmoud M GHASIA, Mr. İbrahim KONAK, Mr. İhsan BİLİCİ and Mr. Mohamed Moataz A TAMER, and Mr. Bilal Ensar DÖRTER as a representative of Independent Audit Firm KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. were available in the meeting; as it is perceived in the meeting place that the Share Registry of the Company, the Board of Directors of the Annual Report, the Auditors’ Report, Financial Statements, the General Assembly agenda, The Article of Association related with the Article 7 considering the “Capital” with the old and new forms including the draft amendment with the allowance official letter and attachments of T.C. Trade Ministry of Domestic Trade General Directorate, It was decided to open the meeting by Mr. Feyyaz BAL representing the Ministry of Trade. 1. The General Assembly Agenda was declared by the Board Member of the company, Mr. İhsan BİLİCİ. 2. In accordance with the 2nd article of present agenda, regarding the election of Chairman, the written proposal presented by the shareholders has been voted. The Proposal was accepted unanimously Mr. İhsan BİLİCİ was elected as the Chairman. The Chairman Mr. İhsan BİLİCİ elected Mr. Salih HATİPOĞLU as the Vote Collection Officer and Mr. Aziz AYDOĞDUOĞLU as Minutes Registrar. 3. It has been passed to the agenda to approve the Activity Report of Board of Directors for the activities performed in 2023. The report was read and discussed. Chairman of meeting has put the vote the Activity report of Board of Directors has unanimously approved. 4. In accordance with the 4th article of the Agenda, It has been passed the approval of 2023 Audited Balance Sheet and Profit / Loss accounts with the reading and negotiation of the Independent Auditors’ Report for the year 2023. The Audited Balance Sheet and P & L Account of 2023 which was audited by PWC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. has been approved as read and negotiated. It was approved unanimously by the result of the vote. The year 2023 of Independent Auditor’s Report was read, discussed and approved by consensus at the results of the vote. 5. Agenda item was discussed regarding the discharge of the Board members. The discharges of Board Members were presented to vote separately due to their responsibilities regarding the accounts and transactions ended on 31.12.2023. As the result of voting the Board Members were acquitted unanimously. The Board Members did not vote for their own release according to the Article 436 of the Turkish Commercial Law. 6. The Chairman has read the Board Of Directors proposal regarding the distribution of profits. The amount of TL 2,943,424.59 was separated as tax provision, out of the net profit amount of TL 19,491,541.60, TL 974,577.08 will be set aside as the 1st legal reserve. It was also decided to leave the remaining net profit of TL 18,516,964.52 in the company in order to add the profits of previous years, TL 6,058,247.52 of this amount will be used for capital increase and not to distribute profits to shareholders and it was decided to cover in case of any legally required change or connection in the taxes and other obligations to be paid for the year 2023, from the “Retained Years Profit and Loss” account. 7. Company’s main contract article 7 about “Capital” with regard to amendment of Article T. R. Ministry of Customs and Trade Directorate General of Domestic Trade date 12.03.2024, No. E-50035491-431.02-00094898279 permission result, the draft amendment was discussed. Articles of Association article 7 about “Capital” new form of Article 7 was approved by a unanimous vote by the written acceptance form below. New form: ARTICLE 7: CAPITAL OF THE COMPANY Capital of the company is 161,500,000.00 (One Hundred Sixty-One Million Five Hundred Thousand) Turkish Lira, divided into 161,500,000 (One Hundred Sixty-One Million Five Hundred Thousand) registered shares, with per nominal value of 1.00 Turkish Lira each. The previous capital amount 153,500,000.00 (One Hundred Fifty-Three Million Five Hundred Thousand) Turkish Lira had been fully paid up. The capital increase of 8.000.000, 00 (Eight Million) Turkish Lira has been transferred from the year; 2022 profit 1,941,752.48 Turkish Lira, 2023 Profit 6,058,247.52 Turkish Lira, to bring the total new capital to 161,500,000.00 (One Hundred Sixty-One Million Five Hundred Thousand) Turkish Lira. Name and Surname Share Amount Share Quantity ARAP TÜRK BANKASI A.Ş. 161,467,700.00 TL 161,467,700 SALİH HATİPOĞLU 8,075.00 TL 8,075 FEYZULLAH KÜPELİ 8,075.00 TL 8,075 AZİZ AYDOĞDUOĞLU 8,075.00 TL 8,075 ERDEM ÖZENCİ 8,075.00 TL 8,075 CAPITAL OF THE COMPANY 161,500,000.00 TL 161,500,000 8. The Chairman asked for the voting of the proposal presented by the shareholders determining the per diem payment of Board Members. Starting from the date of 01.04.2024, for the period of their mission, it was decided to make payment US Dollars 1,000. - To Chairman and Board Members with a unanimous decision. These payments will be made in equivalent of Turkish Lira in US Dollars to Turkish members and in US Dollars to foreigner members. The Foreigner Board Members who participate from abroad to Board Meeting are being paid US 1,400 Dollars for covering the Board Meeting Expenses (transportation, accommodation and others). 9. Due to the 9th item of the agenda, it was passed to the approval of changes in the Board Membership in the period. Since there was no change in the membership of the Board of Directors after the last General Assembly Meeting, it was unanimously decided not to hold a discussion regarding this article. 10. The Chairman presented the proposal for vote that was given by the shareholders regarding the election of Board Members. In the proposal, Mr. Wail J A BELGASEM, Mr. Yasin ÖZAY, Mr. Ahmed Mahmoud M GHASIA, Mr. İbrahim KONAK, Mr. İhsan BİLİCİ and Moataz Mohamed A TAMER, were advised as a candidate for Board of Directors. 11. Due to the 11th item of the agenda, regarding the identification the Auditor for the year 2024, It was unanimously decided to accept the proposal of the Board of Directors for signing an Independent Audit Contract with PWC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. for the year 2024. Independent Auditor Company Trade Name PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. Address Süleyman Seba Cad. No:48 BJK Plaza Kat: 9 Beşiktaş / İstanbul Registered Tax Number Boğaziçi Kurumlar / 1460022405 Trade Registration No İstanbul Ticaret Sicil Müdürlüğü / 201465-14900 Mersis Number 0-1460-0224-0500015 12. The Chairman, asked for the vote the permission for Board Members to do transactions required the Turkish Commercial Lawwith the articles of 395 and 396. It was decided unanimously to give authorization and consent to Board Members of the Company in accordance with the Turkish Commercial Law of the articles 395 and 396. 13. Chairman of the meeting Mr. İhsan BİLİCİ, thanked the participants for the decisions taken in the meeting and ended the meeting. This said record was arranged and signed in the meeting location. All decisions taken at the Ordinary General Assembly held on 19.03.2024 were fulfilled. Minutes of Ordinary General Assembly of A&T Finansal Kiralama Anonim Şirketi Held On 19 March 2024
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