The Ordinary General Assembly meeting of D-Market Elektronik Hizmetler ve Ticaret A.Ş. ("Company") for the fiscal year 2024 was held on 15 September 2025 at 11.00 a.m. at the address of the Company's headquarters, Kuştepe Mahallesi, Mecidiyeköy Yolu Caddesi No:12, Trump Towers, Kule 2, Kat:2, 34387, Şişli/İstanbul, Republic of Türkiye;
Pursuant to Article 32 titled "Obligation to Have a Ministry Representative" of the "Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry to be Present at These Meetings" ("Regulation"), which entered into force upon its publication in the Official Gazette dated 28 November 2012 and numbered 28481, the meeting was convened without the presence of a Ministry Representative, and without any shareholder objection.
Prior to the opening of the meeting, pursuant to Article 414/1 of the Turkish Commercial Code ("TCC"), it was understood that the authorized representatives of the Company's shareholders were present at this meeting, which was held in accordance with the procedure regarding the call for the meeting.
Pursuant to the provisions of the TCC and the Company's Articles of Association, the Board of Directors' decision to call the meeting dated 12 August 2025 was announced at least three weeks prior to the date of the General Assembly, including the agenda, both in the Turkish Trade Registry Gazette dated 22 August 2025 and numbered 11399 and on the Company's website at https://investors.hepsiburada.com/.
From the examination of the Attendance List, it was determined that, out of 325,998,290 shares corresponding to the Company's total issued share capital of TRY 65,199,658-; 321.382.906 shares corresponding to TRY 64,276,581.20 were represented via proxy at our meeting, thus the minimum meeting quorum stipulated in the TCC and the Company's Articles of Association was met.
It was seen that Mr. Mehmet Cenk Uslu, representing PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi, which performed the independent external audit of the Company's financial statements for the year 2024, and Mr. Tayfun Bayazıt, member of the Board of Directors, were present at the meeting, and discussion of the agenda commenced.
DISCUSSIONS HELD IN ACCORDANCE WITH THE AGENDA:Ms. Zeynep Tuana Temel was elected as the Meeting Chairperson by majority of votes, with 292,167,691 affirmative votes and zero negative votes. The Chairperson elected Ms. İnci Karcılıoğlu as the Minutes Clerk and Ms. Aslıhan Balcı as the Vote Collector.
The Meeting Chairmanship was authorized to sign the minutes of the meeting on behalf of the shareholders by majority of votes, with 292,167,487 affirmative votes and zero negative votes.
It was noted that the annual report of the Board of Directors and the independent auditor's report for the 2024 accounting period were announced to the public on 15 August 2025 at the Company headquarters and on the website at https://investors.hepsiburada.com/ and made available for the examination of shareholders. As stated in the Regulation, the Board of Directors' Annual Report for the year 2024 was read by the CEO of our Company Ms. Nilhan Onal Gökçetekin and discussed. The independent auditor's report was read.
It was noted that the financial statements for the 2024 accounting period were announced to the public on 15 August 2025 at the Company headquarters and on the website at https://investors.hepsiburada.com/ and made available for the examination of shareholders. As stated in the Regulation, the financial statements of the Company for the 2024 accounting period were read by the CFO of our Company Mr. Seçkin Köseoğlu, discussed, and approved by majority of the votes, with 292,003,391 affirmative votes and zero negative votes.
As stated in Article 13 of the Regulation regarding the agenda, it was proceeded with the item on the release of the members of the Board of Directors for all business, transactions and activities carried out in 2024. As a result of the voting, it was resolved to release the members of the Board of Directors each separately, by majority of votes, with 291,929,385 affirmative votes and zero negative votes.
As stated in Article 13 of the Regulation regarding the agenda, it was proceeded with the item on the use of the profit, the proportions of the profit and the earnings shares to be distributed. Since there was no distributable profit according to the financial statements prepared in accordance with the TCC for the 2024 accounting period, it was resolved not to distribute dividends, by majority of votes, with 291,977,161 affirmative votes and zero negative votes.
The meeting proceeded with the item on the decision on the salary (remuneration), honorarium (attendance fee), bonus and premium to be paid to the members of the Board of Directors in their capacity as such. For the year 2025, within the scope of Article 394 of the Turkish Commercial Code and Article 15 of the Company's Articles of Association, it was resolved, by majority of votes, with 291,955,535 affirmative votes and zero negative votes, to authorize and approve;
To pay the independent members of the Board of Directors an annual gross amount of USD 100,000 for their independent Board of Directors membership;
To pay the independent members of the Board of Directors who are members of the committees an annual gross amount of USD 20,000 for each committee they chair within the scope of their committee membership;
To pay the independent members of the Board of Directors who are members of a committee an annual gross amount of USD 10,000 for each committee they are a member of within the scope of their committee membership;
As stated in Article 13 of the Regulation, in accordance with Article 399 et seq. of the TCC and the proposal of the Audit Committee of the Company, it was resolved that DRT Yeminli Mali Müşavirlik ve Bağımsız Denetim Anonim Şirketi, operating at the address of Maslak Mahallesi, Eski Büyükdere Caddesi, Maslak No.1 Plaza Maslak Sarıyer/İstanbul, registered with the Istanbul Chamber of Commerce with registration number 339604-0 and the Maslak Tax Office with tax number 3130025213, with Central Registration System (Mersis) Number 0313002521300011, be elected as the independent auditor for the 2025 financial year, by majority of votes, with 292,006,859 affirmative votes and zero negative votes.
The meeting proceeded with the agenda item on granting permission to the members of the Board of Directors for the transactions referred to in Article 395 and 396 of the TCC. It was resolved to grant permission to the members of the Company's Board of Directors for the transactions listed in Article 395 and Article 396 of the TCC for the 2025 activity year, by majority of the votes, with 290,481,465 affirmative votes and zero negatives votes.
It was resolved to approve the Board of Directors' resolution no. 2025/16 dated 30/04/2025 regarding inflation accounting procedures in accordance with the Tax Procedure Law no. 213 and the TCC, by majority of votes, with 292,001,715 affirmative votes and zero negative votes.
It was resolved to set the upper limit for aid and donations that can be made as 2 per thousand of the total assets of the Company within one activity year, and to authorize the Board of Directors in this context, by majority of votes, with 291,968,677 affirmative votes and zero negative votes.
In accordance with the item 12 of the agenda, it was resolved to adjourn the meeting after hearing the requests and suggestions, as there were no further items to be discussed on the agenda.
The minutes of the meeting were signed by the Meeting Chairpersonship at the venue of the meeting.
15 September 2025Zeynep Tuana Temel Meeting Chairperson | Aslıhan Balcı Vote Collector | İnci Karcılıoğlu Minutes Clerk |
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D-Market Elektronik Hizmetler ve Ticaret AS published this content on September 17, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on September 17, 2025 at 13:11 UTC.
