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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Date of Report: October 20, 2025
Commission File Number: 001-40553
D-MARKET Elektronik Hizmetler ve Ticaret Anonim Şirketi
(Exact Name of registrant as specified in its charter)
D-MARKET Electronic Services & Trading
(Translation of Registrant‘s Name into English)
Kuştepe Mahallesi Mecidiyeköy Yolu
Cadde no: 12 Kule 2 K2
Istanbul, Türkiye
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| D-MARKET ELECTRONIC SERVICES & TRADING | ||
| October 20, 2025 | By: | /s/ NİLHAN GÖKÇETEKİN |
| Name: | Nilhan Gökçetekin | |
| Title: | Chief Executive Officer | |
| By: | /s/ M. SEÇKİN KÖSEOĞLU | |
| Name: | M. Seçkin Köseoğlu | |
| Title: | Chief Financial Officer | |
EXHIBITS
Exhibit 99.1
Hepsiburada Announces Extraordinary General Assembly Meeting
ISTANBUL, Oct. 20, 2025 (GLOBE NEWSWIRE) -- D-MARKET Electronic Services & Trading (d/b/a “Hepsiburada”) (NASDAQ: HEPS), a leading Turkish e-commerce platform (referred to herein as “Hepsiburada” or the “Company”), announces that the Board of Directors has decided to call for an Extraordinary General Assembly Meeting of Shareholders (the “Extraordinary General Assembly”) to convene at its headquarters located at the address of “Kuştepe Mahallesi Mecidiyeköy Yolu Caddesi No:12 Trump Towers, Tower No:2 Floor:2 Şişli/İstanbul.” on November 17, 2025, at 11:00 (local time) to authorize, among other things, a share capital increase in an aggregate amount of TRY 4,171,960,010.85, of which TRY 7,168,458.90 shall be allocated to the nominal value of the newly issued shares and the remaining TRY 4,164,791,552.05 shall be allocated to the share premium. As a result, the nominal share capital of the Company will be increased from TRY 65,199,658.00, divided into 325,998,290 shares to TRY 72,368,116.80, divided into 361,840,584 shares. The nominal value of the shares will remain unchanged at TRY 0.20 (20 Kuruş). The Bank of New York Mellon’s pre-emptive rights in connection with the share capital increase pursuant to Article 461/2 of the TCC will be disapplied, as explained in the Explanatory Note on the agenda mentioned below.
The agenda of the Extraordinary General Meeting will be as follows:
| 1. | Opening of the meeting and election of the Extraordinary General Assembly Meeting Chairmanship, |
| 2. | Authorization of the General Assembly Meeting Chairman to sign the minutes of the meeting, |
| 3. | Discussion of increasing the Company’s current total share capital and matters of pre-emptive rights as per Article 461/2 of the TCC and amendment of Article 6 of the Company’s Articles of Association titled “Share Capital” as set forth in the “New Text”, |
| 4. | Discussion of amendment of Article 3 titled “Line of Business and Objective”, Article 18 titled “General Assembly” and Article 29 titled “Compliance with Corporate Governance Principles” of the Company’s Articles of Association as set forth in the “New Text”, |
| 5. | Recommendations and closing. |
Explanatory notes on the agenda items along with the copies of certain materials related to the Extraordinary General Assembly are made available on the Company’s investor relations website https://investors.hepsiburada.com/ as of October 20, 2025.
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.
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, and include but are not limited to, statements regarding changes to Hepsiburada’s Board of Directors and the Company’s Articles of Association. 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.
About Hepsiburada
Hepsiburada is a leading e-commerce technology platform in Türkiye, operating through a hybrid model that combines first-party direct sales (1P) and a third-party marketplace (3P) with approximately 100 thousand merchants.
With its vision of leading the digitalization of commerce, Hepsiburada serves as a reliable, innovative and purpose-driven companion in consumers’ daily lives. Hepsiburada’s e-commerce platform offers a broad ecosystem of capabilities for merchants and consumers including last-mile delivery, fulfillment services, advertising solutions, cross-border sales, payment services and affordability solutions. Hepsiburada’s integrated fintech platform, Hepsipay, provides secure payment solutions, including digital wallets, general-purpose loans, buy now pay later (BNPL) and one-click checkout, enhancing shopping convenience for consumers across online and offline while driving higher sales conversions for merchants.
Since its founding in 2000, Hepsiburada has been purpose-driven, leveraging its digital capabilities to empower women in the Turkish economy. In 2017, Hepsiburada launched the ‘Technology Empowerment for Women Entrepreneurs’ program, which has supported approximately 65 thousand female entrepreneurs across Türkiye in reaching millions of customers.
Investor
Relations Contact
ir@hepsiburada.com
Media
Contact
corporatecommunications@hepsiburada.com
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Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved styleIPC Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 12:00 p.m. (NY City Time) on November 10, 2025) The undersigned registered holder of American Depositary Receipts hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, in so far as practicable, to vote or cause to be voted the amount of shares or other Deposited Securities represented by such Receipt of D-Market Electronic Services & Trading registered in the name of the undersigned on the books of the Depositary as of the close of business October 22, 2025 at the Annual General Meeting of D-Market Electronic Services & Trading to be held on November 17, 2025 in Istanbul. NOTES: 1. Please direct the Depositary how it is to vote by placing X in the appropriate box opposite the resolution. D-Market Electronic Services & Trading PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE D-Market Electronic Services & Trading Extraordinary General Meeting of Shareholders For Shareholders of record as of October 22, 2025 Monday, November 17, 2025 3:00 PM, Local Time BNY: PO BOX 505006, Louisville, KY 40233-5006 Mail: • Mark, sign and date your Proxy Card • Fold and return your Proxy Card in the postage-paid envelope provided YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: 12:00 p.m. (NYC Time) on November 10, 2025 Have your ballot ready and please use one of the methods below for easy voting: Your vote matters! Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions. |
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D-Market Electronic Services & Trading Extraordinary General Meeting of Shareholders Please make your marks like this: PROPOSAL YOUR VOTE FOR AGAINST #P1# #P1# #P2# #P2# #P3# #P3# #P4# #P4# 1. Opening of the meeting and election of the General Assembly Meeting Chairmanship, 2. Authorization of the General Assembly Meeting Chairmanship to sign the minutes of the meeting, 3. Discussion of increasing the Company's current total share capital and matters of pre-emptive rights as per Article 461/2 of the TCC and amendment of Article 6 of the Company's Articles of Association titled "Share Capital" as set forth in the "New Text" below, and resolving on these, 4. Discussion of amendment of, Article 3 titled "Line of Business and Objective", Article 18 titled "General Assembly" and Article 29 titled "Compliance with Corporate Governance Principles" of the Company's Articles of Association as set forth in the "New Text" below, and resolving on this, and 5. Closure of the meeting." Proposal_Page - VIFL Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Date Signature (if held jointly) Date Non-votable |
Exhibit 99.3
D-MARKET ELEKTRONİK HİZMETLER VE TİCARET A.Ş.
(D-MARKET ELECTRONIC SERVICES AND TRADING)
EXPLANATORY NOTES ON THE AGENDA AND
INFORMATION ABOUT THE EXTRAORDINARY GENERAL
ASSEMBLY OF THE SHAREHOLDERS OF D-MARKET
TO BE HELD ON NOVEMBER 17, 2025
Shareholders in D-Market Elektronik Hizmetler ve Ticaret A.Ş. (the “Company”) are invited to attend the Extraordinary General Assembly Meeting of Shareholders (the “General Assembly”) to be held on November 17, 2025, at 11.00 (local time) at Kuştepe Mahallesi Mecidiyeköy Yolu Caddesi No:12 Trump Towers Tower No:2 Floor:2 Şişli/İstanbul, the Republic of Türkiye.
Agenda of the General Assembly and Other Information
| 1. | Opening of the meeting and election of the General Assembly Meeting Chairmanship |
The General Assembly Chairman shall be elected by the Company’s shareholders as set forth by the Regulation on the Principles and Procedures for General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry Attending Such Meetings (the “Regulation”) issued under the Turkish Commercial Code No: 6102 (the “TCC”), as well as the Articles of Association and the Internal Directive on the Working Principles of the General Assembly of the Company. Once the General Assembly Chairman is elected by the Company’s shareholders, the Chairman shall appoint the Minutes Clerk and Vote Collector.
| 2. | Authorization of the General Assembly Meeting Chairman to sign the minutes of the meeting |
The Company’s shareholders attending the General Assembly shall vote to authorize the General Assembly Chairmanship to sign the minutes of the General Assembly.
| 3. | Discussion of increasing the Company’s current total share capital and matters of pre-emptive rights as per Article 461/2 of the TCC and amendment of Article 6 of the Company’s Articles of Association titled “Share Capital” as set forth in the “New Text” |
The Company’s shareholders shall vote to amend Article 6 titled “Share Capital” of the Company’s Articles of Association to increase the share capital in an aggregate amount of TRY 4,171,960,010.85, of which TRY 7,168,458.90 shall be allocated to the nominal value of the newly issued shares and the remaining TRY 4,164,791,552.05 shall be allocated to the share premium. The share capital increase shall be subscribed to, and paid in full, by the Company’s shareholders (except as set forth in the following paragraph), in cash and prior to the registration of the General Assembly’s resolution with the Istanbul Trade Registry Directorate.
Considering that the participation of The Bank of New York Mellon in the proposed share capital increase would require a public offering to be conducted in the United States under the U.S. Securities Act of 1933, as amended, and the U.S. Securities Exchange Act of 1934, as amended, and that such an offering would entail significant time and costs, which would adversely affect the Company’s financial condition and expose the Company to additional potential liabilities associated with the offering, and further considering that the purpose of the share capital increase is to provide additional financing to the Company in the most efficient manner and to avoid imposing additional financial burdens on the Company, it is proposed to disapply for just cause The Bank of New York Mellon’s pre-emptive rights in connection with the share capital increase pursuant to Article 461/2 of the TCC.
According to the new text of Article 6, the nominal share capital of the Company shall be increased from TRY 65,199,658.00, divided into 325,998,290 shares each with a nominal value of TRY 0.20 (20 Kuruş), to TRY 72,368,116.80, divided into 361,840,584 shares each with a nominal value of TRY 0.20 (20 Kuruş).
The proposed amendments to Article 6 of the Company’s Articles of Association are attached to this Explanatory Note in comparative form.
| 4. | Discussion of amendment of Article 3 titled “Line of Business and Objective”, Article 18 titled “General Assembly” and Article 29 titled “Compliance with Corporate Governance Principles” of the Company’s Articles of Association as set forth in the “New Text” |
The Company’s shareholders shall vote on the following additional amendments to the Company’s Articles of Association:
| · | Amendment of Article 3 titled “Line of Business and Objective” to add the following paragraph to the description of the Company’s main lines of business and objectives: “v- To carry out the production, manufacture, purchase and sale, import and export of packaging materials, boxes, containers, bags and similar packaging products made of plastic, cardboard, paper, wood, metal and other comparable materials.” |
| · | Amendment of Article 18 titled “General Assembly”, as a result of which it will not be possible to participate by electronic means in the General Assembly’s meetings. As the Company is not listed on the Istanbul Stock Exchange, the provisions regarding the electronic participation in general assembly meetings under Article 1527 of the TCC are not mandatory for the Company and were not applied in practice. The amendment aims to align the text of the Articles of Association with the Company’s current practice to hold General Assembly’s meetings in person. The shareholders will continue to be able to participate in the General Assembly’s meetings directly in person or through proxies, as before. |
| · | Amendment of Article 29 titled “Compliance with Corporate Governance Principles”, as a result of which the Company will no longer take utmost care to comply on a voluntary basis with the general corporate governance principles set forth by the Capital Markets Board, which are mandatory only for local companies listed on the Istanbul Stock Exchange. The Company will continue to comply on a voluntary basis with the specific regulations of the Capital Markets Board on independent directors except as otherwise provided under the Company’s Articles of Association. The amendment removes ambiguity regarding the applicable local legislation to the Company. The Company will remain subject to the provisions of the Turkish Commercial Code and the corporate governance principles of Nasdaq, except for those that the Company is exempt from or has elected to disapply, as permitted by applicable law. |
The proposed amendments to Articles 3, 18 and 29 of the Company’s Articles of Association are attached to this Explanatory Note in comparative form.
| 5. | Recommendations and closing |
At the Annual General Assembly meeting held on September 15, 2025, the Company’s shareholders appointed DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi, registered with the Istanbul Chamber of Commerce under registration number 304099-0 and with the Boğaziçi Corporate Tax Office under tax number 291 001 0976, holding MERSIS number 0291001097600016, having its registered office at Eski Büyükdere Caddesi Maslak Mahallesi No:1/1 Address No: 2554345328 Office and Workplace, Sarıyer / Istanbul, as the Company’s independent auditor for the fiscal year 2025. The Company and DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi executed an independent audit agreement. However, due to a clerical error, the details of another DRT entity, i.e., DRT Yeminli Mali Müşavirlik ve Bağımsız Denetim Anonim Şirketi were mistakenly included in the minutes of the Annual General Assembly meeting. In this regard, the Company shall carry out the necessary corrective registration procedures with the Istanbul Trade Registry Directorate and other relevant authorities to rectify that clerical error and correct the records regarding the auditor appointment.
There are no issues to be voted on under Item 5 of the Extraordinary General Assembly Agenda.
Annex 1: D-Market Elektronik Hizmetler ve Ticaret Anonim Şirketi Draft Amendments to the Articles of Association.
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Annex-1: AMENDMENT TEXT / FORMER TEXT:
Article 3- LINE OF BUSINESS AND OBJECTIVE
A- The main objective and line of business of the Company are as follows:
a- Providing electronic commerce, Service Provider services on the internet, within the framework of the relevant legislation, publishing, making, operating websites on the internet and establishing infrastructure for these services,
b- To distribute and communicate all kinds of information and data through telecommunication with computers in On-Line systems, to establish communication systems,
c- All kinds of computer program and software services, obtaining, disseminating and distributing information electronically,
d- Ensuring the exchange, communication and distribution of information on electronic environment by cooperating with real persons, private or public institutions and organizations at home or abroad who produce information in any area,
e- Obtaining and distributing information on electronic environment, establishing and operating all kinds of telecommunication, electronic, mechanical and other technical systems required for the performance of electronic commerce, buying, selling, marketing, leasing and trading all kinds of tools, equipment and devices for this purpose,
f- Purchasing, selling, producing, distributing, importing and exporting Compact Disc, CD-Rom, Floppy or similar technical materials on which information and data can be recorded,
g- Organizing, selling, mediating and/or marketing travel, concert, entertainment and similar organizations, making an application to the relevant institutions and organizations to obtain the necessary documents and obtaining the necessary documents in order to provide these services,
h- Wholesale and retail purchase, sale, distribution, import and export of all kinds of foodstuffs,
i- Opening and operating outlets necessary for the purpose of wholesale and retail sale of all kinds of hot, cold, frozen, dried, and concentrated nutrients that have an important role in the nutrition of people and are the subject of the food industry,
j- Wholesale and retail purchase, distribution, import and export of all kinds of baby formula,
k- Wholesale and retail purchase, sell, import and export all kinds of beef, veal, sheep, lamb, goat meat,
l- Wholesale and retail purchase and sale of all kinds of poultry meat,
m- Wholesale and retail trade, import and export of all kinds of foods made from flour, sugar and milk, fresh fruits and vegetables, cereal products, cereals and pulses, cocoa, all kinds of foodstuffs in flour, concentrated, canned and pickled form, all kinds of oils, |
Annex-1: AMENDMENT TEXT/ NEW TEXT:
Article 3- LINE OF BUSINESS AND OBJECTIVE
A- The main objective and line of business of the Company are as follows:
a- Providing electronic commerce, Service Provider services on the internet, within the framework of the relevant legislation, publishing, making, operating websites on the internet and establishing infrastructure for these services,
b- To distribute and communicate all kinds of information and data through telecommunication with computers in On-Line systems, to establish communication systems,
c- All kinds of computer program and software services, obtaining, disseminating and distributing information electronically,
d- Ensuring the exchange, communication and distribution of information on electronic environment by cooperating with real persons, private or public institutions and organizations at home or abroad who produce information in any area,
e- Obtaining and distributing information on electronic environment, establishing and operating all kinds of telecommunication, electronic, mechanical and other technical systems required for the performance of electronic commerce, buying, selling, marketing, leasing and trading all kinds of tools, equipment and devices for this purpose,
f- Purchasing, selling, producing, distributing, importing and exporting Compact Disc, CD-Rom, Floppy or similar technical materials on which information and data can be recorded,
g- Organizing, selling, mediating and/or marketing travel, concert, entertainment and similar organizations, making an application to the relevant institutions and organizations to obtain the necessary documents and obtaining the necessary documents in order to provide these services,
h- Wholesale and retail purchase, sale, distribution, import and export of all kinds of foodstuffs,
i- Opening and operating outlets necessary for the purpose of wholesale and retail sale of all kinds of hot, cold, frozen, dried, and concentrated nutrients that have an important role in the nutrition of people and are the subject of the food industry,
j- Wholesale and retail purchase, distribution, import and export of all kinds of baby formula,
k- Wholesale and retail purchase, sell, import and export all kinds of beef, veal, sheep, lamb, goat meat,
l- Wholesale and retail purchase and sale of all kinds of poultry meat,
m- Wholesale and retail trade, import and export of all kinds of foods made from flour, sugar and milk, fresh fruits and vegetables, cereal products, cereals and pulses, cocoa, all kinds of foodstuffs in flour, concentrated, canned and pickled form, all kinds of oils, |
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n- Import, export, wholesale and retail trade of bologna, salami, sausage, bacon, fried meat, sauces, ketchups, tomato paste, mayonnaise sauce, salad dressings and salad bars,
o- Wholesale and retail trade, import and export of foodstuffs consisting of cultivated and natural mushrooms and canned pickles and frozen foodstuffs consisting of these products,
p- To purchase, sell, market, import and export all kinds of raw and original animal intestines and artificial intestines products from home and abroad,
q- To do wholesale and retail trade, marketing and trade, import and export of edible roots, tubers, flowers and crops of fresh vegetables and fruits, legumes, onion, garlic, sesame, soy, almond, pine nut products, olive, hazelnut, raisin, tea and cereals,
r- Buying, selling, distributing, importing and exporting olives,
s- Wholesale and retail purchase, sale, distribution, import and export of all kinds of olive oil, sunflower, corn oil, hazelnut oils,
t- To buy, sell, market, import and export all fresh and dry foods, fruits, marmalade, jam, sweetened and unsweetened foods, beverages and all foodstuffs,
u- Buying, selling, importing and exporting all kinds of spices, legumes, medicinal herbs, tea, dry coffee, coffee beans, instant coffee, milk powder, sugar, cream, coffee milk, Turkish coffee, dried nuts and spices, kernels, sunflower seeds, hazelnuts, peanuts and similar nuts varieties and snacks, coffee and other by-products, cocoa and similar substances.
B- Activities to be performed by the Company;
a- Buying, transporting, distributing, selling, intermediating in the sale of all kinds of products and materials subject to electronic commerce, transporting them to necessary places and performing dealership works,
b- Receiving, distributing, transporting all kinds of information, data, works, products within the scope of its objective within the country and abroad, engaging in distribution works for this purpose,
c- Distribution in the country and abroad by all kinds of transportation means,
d- Tourism and travel agency activities,
e- Buying, selling, importing and exporting the necessary machinery, equipment and vehicles to be able to carry out activities related to its line of business, purchasing, leasing, leasing of commercial facilities in whole or in part for this purpose,
f- Acquisition of beneficial ownership rights, licenses and privileges, brand, model, picture and trade names, know-how and consultancy and engineering services of special production and manufacturing procedures and other similar intangible rights for activities related to the objective and line of business of the Company and disposing of in any manner, |
n- Import, export, wholesale and retail trade of bologna, salami, sausage, bacon, fried meat, sauces, ketchups, tomato paste, mayonnaise sauce, salad dressings and salad bars,
o- Wholesale and retail trade, import and export of foodstuffs consisting of cultivated and natural mushrooms and canned pickles and frozen foodstuffs consisting of these products,
p- To purchase, sell, market, import and export all kinds of raw and original animal intestines and artificial intestines products from home and abroad,
q- To do wholesale and retail trade, marketing and trade, import and export of edible roots, tubers, flowers and crops of fresh vegetables and fruits, legumes, onion, garlic, sesame, soy, almond, pine nut products, olive, hazelnut, raisin, tea and cereals,
r- Buying, selling, distributing, importing and exporting olives,
s- Wholesale and retail purchase, sale, distribution, import and export of all kinds of olive oil, sunflower, corn oil, hazelnut oils,
t- To buy, sell, market, import and export all fresh and dry foods, fruits, marmalade, jam, sweetened and unsweetened foods, beverages and all foodstuffs,
u- Buying, selling, importing and exporting all kinds of spices, legumes, medicinal herbs, tea, dry coffee, coffee beans, instant coffee, milk powder, sugar, cream, coffee milk, Turkish coffee, dried nuts and spices, kernels, sunflower seeds, hazelnuts, peanuts and similar nuts varieties and snacks, coffee and other by-products, cocoa and similar substances.
v- To carry out the production, manufacture, purchase and sale, import and export of packaging materials, boxes, containers, bags and similar packaging products made of plastic, cardboard, paper, wood, metal and other comparable materials.
B- Activities to be performed by the Company;
a- Buying, transporting, distributing, selling, intermediating in the sale of all kinds of products and materials subject to electronic commerce, transporting them to necessary places and performing dealership works,
b- Receiving, distributing, transporting all kinds of information, data, works, products within the scope of its objective within the country and abroad, engaging in distribution works for this purpose,
c- Distribution in the country and abroad by all kinds of transportation means,
d- Tourism and travel agency activities,
e- Buying, selling, importing and exporting the necessary machinery, equipment and vehicles to be able to carry out activities related to its line of business, purchasing, leasing, leasing of commercial facilities in whole or in part for this purpose,
f- Acquisition of beneficial ownership rights, licenses and privileges, brand, model, picture and trade names, know-how and consultancy and engineering services of special production and manufacturing procedures and other similar intangible rights for activities related to the objective and line of business of the Company and disposing of in any manner, |
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g- Becoming a founding partner and subsequently joining in corporations established or to be related to its line of business and/or established with foreign capital, and transferring, purchasing, assigning, selling such establishments,
h- Cooperating with all kinds of real and legal persons that it deems necessary regarding its line of business, employing foreign experts,
i- Purchasing and selling all kinds of commercial goods related to its line of business,
j- To conclude long, medium and short term borrowings in domestic and foreign markets related to its line of business, to provide goods, surety, import and investment credits,
k- In order to achieve the purpose of the joint stock company, it may dispose of property, real estate, industrial property rights at home and abroad, establish promissory or disposal rights such as liens and mortgages thereon, acquire, establish, cancel and withdraw all kinds of rights, servitude, rent, pre-emption, habitation, land charges and any other rights whether in favour or against,
l- To be able to engage in all kinds of education and training activities related to its line of business, to cooperate with the relevant organizations, to participate in their activities,
m- To be able to benefit from all kinds of technology and rationalization measures in order to achieve its line of business and to cooperate on this issue.
Article 6- CAPITAL
The Company has adopted the registered capital system as per the provisions of the Turkish Commercial Code numbered 6102. The ceiling of the registered capital is TRY 280,000,000.00 and is represented by 1,400,000,000 registered shares each having a nominal value of TRY 0.20 (20 Kuruş). The board of directors is authorized to increase the Company’s issued capital by way of issuance of new shares up to the registered capital ceiling, in line with the Turkish Commercial Code. The term of authority is until May 5, 2026. If the permitted registered capital ceiling is not reached by such date, in order for the board of directors to pass a resolution for capital increase after May 5, 2026, the board of directors must obtain authorization from the general assembly for a new term for the previously permitted registered capital ceiling or a new amount registered capital ceiling. In case of failure to obtain such authorization, the Company shall be deemed to exit the registered capital system.
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g- Becoming a founding partner and subsequently joining in corporations established or to be related to its line of business and/or established with foreign capital, and transferring, purchasing, assigning, selling such establishments,
h- Cooperating with all kinds of real and legal persons that it deems necessary regarding its line of business, employing foreign experts,
i- Purchasing and selling all kinds of commercial goods related to its line of business,
j- To conclude long, medium and short term borrowings in domestic and foreign markets related to its line of business, to provide goods, surety, import and investment credits,
k- In order to achieve the purpose of the joint stock company, it may dispose of property, real estate, industrial property rights at home and abroad, establish promissory or disposal rights such as liens and mortgages thereon, acquire, establish, cancel and withdraw all kinds of rights, servitude, rent, pre-emption, habitation, land charges and any other rights whether in favour or against,
l- To be able to engage in all kinds of education and training activities related to its line of business, to cooperate with the relevant organizations, to participate in their activities,
m- To be able to benefit from all kinds of technology and rationalization measures in order to achieve its line of business and to cooperate on this issue.
Article 6- CAPITAL
The share capital of the Company is TRY 72,368,116.80 divided into 361,840,584 shares each with a nominal value of TRY 0.20- (20 Kuruş).
The former share capital of the Company, which is TRY 65,199,658, divided into 325,998,290 shares each with a nominal value of TRY 0.20- (20 Kuruş) is fully paid in by the shareholders.
As to the newly increased share capital in the amount of TRY 4,171,960,010.85, the portion corresponding to TRY 7,168,458.80, as nominal value and TRY 4,164,791,552.05, as share premium has been subscribed, and fully paid by the Company’s shareholders in cash prior to the registration of the general assembly resolution with the İstanbul Trade Registry Directorate.
The Company has adopted the registered capital system as per the provisions of the Turkish Commercial Code numbered 6102. The ceiling of the registered capital is TRY 280,000,000.00 and is represented by 1,400,000,000 registered shares each having a nominal value of TRY 0.20 (20 Kuruş). The board of directors is authorized to increase the Company’s issued capital by way of issuance of new shares up to the registered capital ceiling, in line with the Turkish Commercial Code. The term of authority is until May 5, 2026. If the permitted registered capital ceiling is not reached by such date, in order for the board of directors to pass a resolution for capital increase after May 5, 2026, the board of directors must obtain authorization from the general assembly for a new term for the previously permitted registered capital ceiling or a new amount registered capital ceiling. In case of failure to obtain such authorization, the Company shall be deemed to exit the registered capital system. |
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Until May 5, 2026, the Board of Directors is authorized to pass resolutions on matters regarding increase of the issued capital through issuance of new shares, restriction of shareholders’ right to acquire new shares, issuance of shares with a value above the nominal value, provided that the registered capital ceiling is not exceeded. The authority to restrict acquisition of new shares may not be exercised in a manner to cause inequality among the shareholders. The board resolution regarding capital increase shall be announced as stipulated in the announcement article of the articles of association.
Article 18- GENERAL ASSEMBLY:
In the General Assembly meetings of the Company, the necessary resolutions shall be adopted by discussing the particulars written in article 413 of the Turkish Commercial Code and these articles of association.
General Assemblies shall convene on ordinarily and extraordinary basis. Notifications regarding General Assembly meetings shall be made within the framework of provisions of the Turkish Commercial Code. Announcement of the General Assembly meeting shall be made through all kinds of means of communication besides the procedures envisaged in the legislation including electronic communication, at least three weeks before the date of the general assembly meeting date excluding the announcement and meeting dates. Such announcement shall be made in the Company’s website and the Turkish Trade Registry Gazette.
Ordinary General Assembly shall convene within three months from the end of the fiscal period of the Company and at least once a year; Extraordinary General Assemblies shall convene where and when the business of the Company so requires.
The manner of conduct of the meetings of General Assembly shall be regulated by an internal directive by the Company’s Board of Directors. Provisions of the Turkish Commercial Code, these articles of association and the Company’s Internal Directive regarding the Working Principles and Procedures of General Assembly shall apply to the General Assembly meetings.
Article 29- COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES it is not mandatory for the company to comply, with the regulations of the Capital Markets Board regarding independent members of the board of directors are complied with the number and qualifications of the independent members who will take part in the board of directors are determined according to the regulations of the Capital Markets Board on corporate governance, provided that Article 10 of the articles of association are reserved. |
Until May 5, 2026, the Board of Directors is authorized to pass resolutions on matters regarding increase of the issued capital through issuance of new shares, restriction of shareholders’ right to acquire new shares, issuance of shares with a value above the nominal value, provided that the registered capital ceiling is not exceeded. The authority to restrict acquisition of new shares may not be exercised in a manner to cause inequality among the shareholders. The board resolution regarding capital increase shall be announced as stipulated in the announcement article of the articles of association.
Article 18- GENERAL ASSEMBLY:
In the General Assembly meetings of the Company, the necessary resolutions shall be adopted by discussing the particulars written in article 413 of the Turkish Commercial Code and these articles of association.
General Assemblies shall convene on ordinarily and extraordinary basis. Notifications regarding General Assembly meetings shall be made within the framework of provisions of the Turkish Commercial Code. Announcement of the General Assembly meeting shall be made through all kinds of means of communication besides the procedures envisaged in the legislation including electronic communication, at least three weeks before the date of the general assembly meeting date excluding the announcement and meeting dates. Such announcement shall be made in the Company’s website and the Turkish Trade Registry Gazette.
Ordinary General Assembly shall convene within three months from the end of the fiscal period of the Company and at least once a year; Extraordinary General Assemblies shall convene where and when the business of the Company so requires.
The manner of conduct of the meetings of General Assembly shall be regulated by an internal directive by the Company’s Board of Directors.
Provisions of the Turkish Commercial Code, these articles of association and the Company’s Internal Directive regarding the Working Principles and Procedures of General Assembly shall apply to the General Assembly meetings.
As the Company is not listed on the Istanbul stock exchange, the electronic general assembly provisions of Article 1527 of the Turkish Commercial Code do not apply. The General Assembly of the Company convenes at the Company’s headquarters, by the attendance of the shareholders of the Company that are listed on the Company’s share ledger on the date of the General Assembly, whether directly in person or through proxies.
Article 29- COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES
Although it is not mandatory for the Company to comply as the Company is not listed on the Istanbul stock exchange, the regulations of the Capital Markets Board regarding independent members of the board of directors are complied with on a voluntary basis and, accordingly, the number and qualifications of the independent members who will take part in the board of directors are determined according to the regulations of the Capital Markets Board on corporate governance, provided that Article 10 of the articles of association is reserved. |
