Hepsiburada Announces 2022 Annual General Assembly
July 27 2023 - 4:30PM
D-MARKET Electronic Services & Trading (d/b/a
“Hepsiburada”) (NASDAQ: HEPS) (the “Company”), a leading Turkish
e-commerce platform, will hold its 2022 Annual General Assembly on
Friday, August 25, 2023 at 11:00 İstanbul time at the Company’s
headquarters at Kuştepe Mahallesi, Mecidiyeköy Yolu Caddesi, No:12
Trump Towers Kule:2 Şişli, İstanbul.
Holders of the Company’s American Depositary
Shares (the “ADSs”) who wish to exercise their voting rights for
the underlying shares must act through the depositary of the
Company’s ADS program, The Bank of New York Mellon.
The agenda of the Annual General Assembly
consists of the following items in accordance with the relevant
provisions of the Turkish Commercial Code (the “TCC”) and the
Regulation on Principles and Procedures for General Assembly
Meetings of Joint Stock Companies and Ministry Representatives in
Such Meetings (the “Regulation”) governing the agenda of ordinary
general assembly meetings:
- Opening of the
meeting and election of the General Assembly Meeting
Chairmanship;
- Authorization of
the General Assembly Meeting Chairmanship to sign the minutes of
the meeting;
- Reading and
discussion of the Board of Director’s annual report for 2022 and
reading of the independent auditor’s report, as stipulated in the
Regulation on Principles and Procedures for General Assembly
Meetings of Joint Stock Companies and Ministry Representatives to
be Present at These Meetings (the “Regulation”);
- Reading,
discussion, and ratification of the financial statements for the
2022 accounting period, as specified in the Regulation;
- Release of the
members of the Board of Directors for all their respective
business, transactions and activities for the 2022 accounting
period, as specified in the Regulation;
- Decision on the
Company’s profit for the 2022 accounting period, the use of the
profit, the proportions of the profit and earnings shares to be
distributed, as specified in the Regulation;
- Decision on the
salary, honorarium, bonus, and premium to be paid to the members of
the Board of Directors in their capacity as such and, as
applicable, in their capacity as members of committees for the year
2023 under Article 394 of the TCC and the Regulation;
- Approval of the
appointment of Mr. Stefan Gross-Selbeck, who was appointed by the
Board of Directors pursuant to Article 363 of the TCC as an
independent member of the Board of Directors to fill a seat vacated
due to the resignation of Mr. Cemal Ahmet Bozer, as specified in
the TCC and the Regulation;
- Appointment of
the members of the Board of Directors and determination of their
terms of office;
- Appointment of
the independent auditor for the 2023 accounting period, as
specified in the Regulation;
- Consent of
members of the Board of Directors for the commercial activities and
transactions referred to in Article 395 and Article 396 of the
TCC;
- Approval of the
renewal of the directors’ and officers’ insurance policy;
- Determination of
the upper limit for the aid and donations to be made until the next
Ordinary General Assembly meeting of the Company as 2 per thousands
of the total net assets of the Company and approval of the
authorization of the Board of Directors within this context;
- Approval of the
granting of Company’s Class B shares that can be represented by
ADSs (American Depositary Shares) within the scope of the Incentive
Plan (HAPP), the main framework and conditions of which were
established under the decision of the Company’s Board of Directors
dated 24 March 2021 and numbered 2021/13, to senior executives, key
employees, consultants, managers and members of the Board of
Directors, as determined by the resolution of the Board of
Directors dated 27 February 2023 and numbered 2023/03;
- Approval of the
Revised Incentive Plan under which shares may be granted to senior
executives, key employees, consultants, managers and members of the
Board of Directors as set forth in the resolution of the Board of
Directors dated 24 April 2023 and numbered 2023/10;
- Determining the
procedures and principles of the authorization to the Board of
Directors to repurchase a portion of the Company’s ADSs traded on
Nasdaq, pursuant to the applicable laws of the United States by
complying with the requirements and limitations in applicable law,
for the purpose of granting shares of the Company that can be
represented by ADS to those senior executives, key employees,
consultants, managers and members of the Board of Directors, within
the scope of the Revised Incentive Plan approved with the decision
of the Board of Directors dated 24 April 2023 and numbered
2023/10;
- Determination of
the procedures and principles of the authorization to be given to
the members of the Board of Directors for the repurchase of ADSs
representing Class B shares of the Company from the publicly traded
portion, as specified in Article 16 of the Agenda above, in
accordance with the provisions of Article 379 et seq. of the
TCC;
- Approval of the
Remuneration Policy for the members of the Board of Directors and
managers of the Company;
- Closing.
Explanatory notes on the agenda items along with
the copies of certain materials related to the Annual General
Assembly will be made available on the Company’s investor relations
website https://investors.hepsiburada.com/ as of July 27, 2023.
About Hepsiburada
Hepsiburada is a leading e-commerce technology
platform in Türkiye, connecting over 57 million members with
approximately 180 million stock keeping units across over 30
product categories. Hepsiburada provides goods and services through
its hybrid model combining first-party direct sales (1P model) and
a third-party marketplace (3P model) with over 100,000
merchants.
With its vision of leading the digitalization of
commerce, Hepsiburada acts as a reliable, innovative and
purpose-led companion in consumers’ daily lives. Hepsiburada’s
e-commerce platform provides a broad ecosystem of capabilities for
merchants and consumers including: last-mile delivery and
fulfilment services, advertising services, on-demand grocery
delivery services, and payment solutions offered through Hepsipay,
Hepsiburada’s payment companion and Buy-Now-Pay-Later solutions
provider. HepsiGlobal offers a selection from international
merchants through its inbound arm while outbound operations aim to
enable merchants in Türkiye to make cross-border sales.
Since its founding in 2000, Hepsiburada has been
purpose-led, leveraging its digital capabilities to develop the
role of women in the Turkish economy. Hepsiburada started the
“Technology Empowerment for Women Entrepreneurs” programme in 2017,
which has supported over 43,000 female entrepreneurs throughout
Türkiye to reach millions of customers with their products.
Investor Relations
Contactir@hepsiburada.com
Media
Contactcorporatecommunications@hepsiburada.com
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