Hepsiburada Announces its Board Committees’ Composition and Enhanced Risk Committee Function
September 26 2024 - 4:30PM
D-MARKET Electronic Services & Trading (NASDAQ: HEPS),
(“Hepsiburada” or the “Company”), a leading Turkish e-commerce
platform, today announced that the Board of Directors (recently
appointed by the General Assembly of Shareholders of the Company on
September 12, 2024), in accordance with the Turkish Commercial
Code, has determined the composition of its Committees and assigned
additional functions to its Risk Committee.
Effective September 21, 2024, the Audit
Committee, Risk Committee and Corporate Governance Committee of the
Board of Directors are composed of the following members:
- Audit Committee: Mr. Tayfun
Bayazıt, Mr. Ahmet Ashaboğlu and Mr. Stefan Gross-Selbeck.
- Risk Committee: Mr. Ahmet
Ashaboğlu, Mr. Tayfun Bayazıt and Mr. Tolga Babalı.
- Corporate Governance Committee: Mr.
Hikmet Ersek, Mr. Ahmet Ashaboğlu and Mr. Tolga Babalı.
Mr. Hikmet Ersek has been appointed as a new
member of the Corporate Governance Committee replacing Mr. Tayfun
Bayazıt, who will remain a member of the Board of Directors, the
Audit Committee and the Risk Committee. The composition of the
Committees has remained otherwise unchanged compared to the
previous term.
The distribution of duties within the Board of
Directors’ Committees, including the assignment of the role of
chairperson, will be decided subsequently by each of the
Committees.
The Board of Directors has determined that
Messrs. Ersek, Bayazıt, Ashaboğlu and Gross-Selbeck qualify as
independent directors. The Board of Directors has also determined
that all members of the Audit Committee satisfy the audit committee
member independence requirements set forth in Rule 10A-3 under the
Securities Exchange Act of 1934, as amended, and Nasdaq’s listing
rules, and that they are Audit Committee financial experts as
defined under the applicable rules of the U.S. Securities and
Exchange Commission and Nasdaq’s listing rules. Therefore, all
members of the Audit Committee have the required financial literacy
and sophistication under Nasdaq’s listing rules.
The Board of Directors has further determined
that the Risk Committee will start working as an Early Detection of
Risk Committee in accordance with the Turkish Commercial Code
effective as of the beginning of calendar year 2025. In this
enhanced capacity, the Early Detection of Risk Committee will be
expected to convene six times per year (instead of four) and to
report to the Board of Directors every two months.
About Hepsiburada
Hepsiburada is a leading e-commerce technology
platform in Türkiye, connecting over 66 million members with over
264 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 approximately 101 thousand
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 BNPL 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 approximately 55 thousand female entrepreneurs
throughout Türkiye to reach millions of customers with their
products.
Investor Relations
Contactir@hepsiburada.com
Media
Contactcorporatecommunications@hepsiburada.com
Forward-Looking Statements
This press release includes forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, Section 21E of the Securities Exchange Act of
1934, as amended and the Safe Harbor provisions of the US Private
Securities Litigation Reform Act of 1995, and encompasses all
statements, other than statements of historical fact contained in
this press release. These forward-looking statements can be
identified by terminology such as “may,” “could,” “will,”
“expects,” “anticipates,” “aims,” “future,” “intends,” “plans,”
“believes,” “estimates,” “targets,” “likely to” and similar
statements. These forward-looking statements are based on
management’s current expectations. However, it is not possible for
our management to predict all risks, nor can we assess the impact
of all factors on our business or the extent to which any factor,
or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements
we may make. These statements are neither promises nor guarantees
but involve known and unknown risks, uncertainties and other
important factors and circumstances that may cause Hepsiburada’s
actual results, performance or achievements to be materially
different from its expectations expressed or implied by the
forward-looking statements, including conditions in the U.S.
capital markets, negative global economic conditions, potential
negative developments resulting from epidemics or natural
disasters, other negative developments in Hepsiburada’s business or
unfavorable legislative or regulatory developments. We caution you
therefore against relying on these forward-looking statements, and
we qualify all of our forward-looking statements by these
cautionary statements. For a discussion of additional factors that
may affect the outcome of such forward-looking statements, see our
2023 annual report filed with the SEC on Form 20-F on April 30,
2024 (Commission File Number: 001-40553), and in particular the
“Risk Factors” section, as well as the other documents filed with
or furnished to the SEC by Hepsiburada from time to time. Copies of
these filings are available online from the SEC at www.sec.gov, or
on the SEC Filings section of our Investor Relations website at
https://investors.hepsiburada.com. These and other important
factors could cause actual results to differ materially from those
indicated by the forward-looking statements made in this press
release. Any such forward-looking statements represent management’s
estimates as of the date of this press release. These forward
looking statements should not be relied upon as representing
Hepsiburada’s views as of any date subsequent to the date of this
press release. All forward-looking statements in this press release
are based on information currently available to Hepsiburada, and
Hepsiburada and its authorized representatives assume no obligation
to update these forward-looking statements in light of new
information or future events. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
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