Corporate Governance
1- PURPOSE:
As all other areas of activity, Katmerciler deems itself responsible to their shareholder within the framework of investor relations: The attitude of Katmerciler is open and transparent to public authorities and finance and capital market boards along with their shareholders and their investors, which are holders of share certificates. It considers behaving in compliance with corporate citizenship principles as natural way of behaviour. This approach constitutes the basis of İnformation Policy of Katmerciler. The purpose of information policy is to equally share its previous performance, future expectations, strategies, objectives and visions apart from commercial secrets, with public, competent institutions, existing and potential investors and shareholders, and to offer a continuous, effective and open communication platform by investor relations unit by announcing the financial data correctly, on time and detailed within the framework of generally accepted accounting principles and International Accounting Standards (IAS) and Capital Markets Law. In all implementations aimed to disclose to public, Katmerciler complies with regulations of Capital Markets Board (SPK) and İstanbul Stock Exchange (BİST)
2- AUTHORITY AND RESPONSIBILITY:
Board of Directors is responsible for constitution, auditing and updating of information policy.
The Investor Relations Department is responsible for the implementation, monitoring and development of the said policies under the coordination of the Corporate Governance Committee. Any changes that need to be made to the disclosure policy due to changes in the Capital Markets Board legislation will enter into force upon the approval of the Corporate Governance Committee proposal by the Board of Directors.
Information policy approved by Board of Directors is submitted to shareholders and made public online. The Financial Affairs Coordination / Unit is tasked with monitoring all matters related to public disclosure.
3- METHOD AND TOOLS:
Within the framework of regulations of SPK, BİST and TTK (Turkish Code of Commerce), while determining public disclosure and information policy, Katmerciler Araç üstü Ekipman Sanayi ve Ticaret A.Ş. uses following methods and tools:
- Special circumstances disclosure submitted to BİST (conducted simultaneously with KAP (Public Disclosure Platform) online.)
- Financial reports submitted to BİST periodically (conducted simultaneously with KAP (Public Disclosure Platform) online.)
- Annual and interim activity reports (Published as printed and online on website of the company www.katmerciler.com.tr)
- Corporate Website ( www.katmerciler.com.tr).
- Information and promotion documents prepared for investors.
- Prospectus, circular, announcement texts and documents needed to be prepared in accordance with SPK regulations.
- Press statements an d press bulletins issued through printed and visual media.
- Announcements and notices made through Turkish Trade Registry Gazette and other newspapers.
- Bulletins in order to inform investors and shareholder directly, if necessary.
4- SPECIAL CIRCUMSTANCES DISCLOSURE AND AUTHORITIES
Special circumstances are disclosed to public in conformity with SPK Special Circumstances Disclosure numbered II-15.1.In order to help persons and institutions benefiting from the disclosure, to decide, Special circumstances disclosures are regulated on time and they are understandable, sufficient and away from ambiguities. Disclosures cannot be used for advertising purposes.
In case of developments that might affect capital market instruments, public disclosure is prepared by Investor Relations unit, signed by Accounting Manager and General Manager in accordance with approval procedure and noticed to BİST within the same day or next day until 09.00 o’clock. Special circumstances disclosure and financial tables are sent to Public Disclosure Platform (KAP) as e-signed within the framework of BİST and SPK regulations. It is published on the company website the day after it is disclosed to public at the latest.
On the website, history of our company, current and previous information are present. Important titles on the company website are summarised below:
- Investor relations
- Share certificate and investor information
- Privileged Share
- Corporate Identity and Management
- Financial Reports
- Special circumstances disclosure
- Public Offering Certificates
Security measures are taken in order to prevent for information published on our company website, to be changed externally.
5- PUBLIC DISCLOSURE OF FINANCIAL TABLES
Financial tables of Katmerciler are prepared within the framework of provisions determined by SPK in accordance with International Financial Reporting Standards (IFRS). Annual and six-month financial tables are disclosed to public after they are audited independently. Before public disclosure of financial tables and footnotes, they are submitted to approval of Board of Directors with assent of Audit Committee within the framework of SPK regulations. After the attestation is signed, financial reports, footnotes and independent audit reports are submitted to BİST (KAP) in line with SPK and BİST regulations. Financial tables, footnotes and Independent Audit Report are open to access on Katmerciler website.
6- PUBLIC DISCLOSURE OF ACTIVITY REPORT
Katmerciler activity report is prepared conforming with international standards, SPK regulations and corporate management principles. After the activity report is prepared by Investor Relations unit, it is approved by Board of Directors. Printed copies of Activity Report that is accessible on the website as published three weeks before General Assembly Meeting at the latest, can be provided from Investment Relations unit. Furthermore, interim reports, each prepared quarterly periods, are disclosed to public through KAP and submitted for information of investors on the company website.
7- WEBSITE
Katmerciler website is used effectively during public disclosure as a communication environment, where shareholders and stakeholders can monitor share performance as updated and easily with detailed and up-to-date content of Katmerciler website in both Turkish and English.
8- ANNOUNCEMENTS AND NOTICES
As required by Capital Market Law, Turkish Code of Commerce, Katmerciler Main Contract; announcements regarding General Assembly, Main Contract amendments, capital increase and dividend payments are made via Turkish Trade Registry Gazette, KAP and company website.
Investors Relations Unit monitors news on printed and visual media that could affect Katmerciler shares positively or negatively and informs the public in detail according to the developments in this regard. Only those authorised to make a statement on behalf of the company are allowed to inform press and public.
Statements regarding business that the company will carry out within the scope of defence industry and business that is related to national security and developments in this regards; are made with consent of relevant security and/or defence industry institution and approval of the company management. Within this scope, update of previously-made statements is also subject to the same principles.
9- PERSONS AUTHORISED TO INFORM
Authorised persons to make statements regarding data demanded apart from aforementioned points about special circumstances disclosure and public disclosure; are Board Director and General Manager.
10- COMMUNICATION WITH CAPITAL MARKET PARTICIPANT
As required by the 11th Article Corporate Management Notification of SPK numbered II-17.1.; in order to provide communication between our company and investors, “Investor Relations Unit” has been established referring to Board Resolution dated 03.07.2015 and 2015/18.
Investor Relations Unit responds the verbal and/or written demands of our investors, except data that are considered as confidential and commercial secret, or that are not disclosed to public.
Contact information of Investor Relations Unit is as follows.
| Sebile YILMAZ | Zeynep ÇETİN |
| Accounting Manager | Investor Relations Manager |
| Telefon: 0232-376-75-75 | Telefon: 0232-376-75-75 |
| Fax: 0232-394-01-97 | Fax: 0232-394-01-97 |
| [email protected] | [email protected] |
11- ENFORCEMENT
This information policy went in effect with Board Resolution dated 13.03.2025 numbered 2025/05, and it shall be submitted for our partners’ information at the first general assembly to be arranged. In case of any necessary amendment in Information Policy, points that are amended go in effect after approval of Board of Directors and they are disclosed to public via communication channels.
KATMERCİLER ARAÇ ÜSTÜ EKİPMAN SANAYİ VE TİCARET A.Ş.
PROFIT DISTRIBUTION POLICY
A profit distribution policy has been drafted for 2010 and successive years based on Board of Directors resolution number 2011/12 dated 2/25/2011.
In Article 34, "Determining and Distribution of Profit" of the Company Charter, principles on profit distribution are regulated in accordance with relevant provisions of Turkish Code of Commerce and Capital Market Law:
Ascertainment and Distribution of Profit:
Article 34:
The Company shall observe Turkish Code of Commerce and regulations in Capital Markets legislation on profit distribution. The amount remaining after deducting the losses of previous year from the net profit, if any, found on the annual balance sheet, which remains after deducting general expenses of the Company as well as those amounts, such as various amortization costs, that should be paid and reserved by the Company pursuant to general accounting principles, and payments reserved for obligatory taxes and financial obligations payable by the juridical personality of the company, shall be distributed in accordance with the following order and principles:
a) 5% of the remainder shall be reserved as legal reserve fund of first order, until it reaches to 20% of the paid-in capital pursuant to Article 466 of Turkish Code of Commerce.
b) First dividend shall be allocated from the remainder, at a rate and amount determined by the Capital Markets Board.
General Assembly, taking the profit distribution policy principles of the Company into consideration, is authorized to decide on whether to allocate the remainder as reserve fund, fully or partially, or to distribute. A policy consistent with the interests of shareholders and of company shall be observed in the profit distribution policy.
Pursuant to item 3 of paragraph 2 of Article 466 of Turkish Code of Commerce, one tenth of the amount found after deducting a dividend at a rate of 5% of the capital deducted from the part decided to be distributed to shareholders and to those sharing profit, shall be reserved as legal reserve fund of second order.
The Company may distribute an amount not exceeding 5% of the distributable profit, to foundations and funds established for the jobholders and workers of the Company and/or employees, as a dividend, under the form and conditions of distribution to be determined by Board of Directors, based on a decision of General Assembly. Such that, it is not possible to decide allocating another reserve fund, leaving profit for the next year, and distributing shares from profit to Board members, officers, jobholders, and workers unless reserve funds that should be allocated due to Law orders and primary dividend
stipulated in this charter for shareholders are not allocated, neither shares from profit may be distributed to such persons unless determined primary dividend is paid.
Profits distributed in accordance with the provisions of this company charter may not be refunded.
Dividend advance payment may be distributed to associates pursuant to regulations under Article 15 of Capital Markets Law.
How will the annual profit be given to shareholders of which date shall be decided by the General Assembly, upon a proposal from Board of Directors, taking Capital Markets Board's relevant regulations into consideration. General Assembly may authorize Board of Directors for determining the time of profit distribution.
KATMERCİLER ARAÇ ÜSTÜ EKİPMAN SANAYİ VE TİCARET A.Ş.
ETHICAL RULES
The Company has drafted Ethical Rules based on Board of Directors resolution number 2011/11 dated 2/25/2011 in accordance with the Corporate Governance Principles of Capital Markets Board.
1-) Legal Responsibilities:
Katmerciler carries out its domestic and foreign activities in compliance with local and international laws and regulations. Presents full and comprehensible information, in a timely manner, towards institutions and organizations executing legal legislation. While carrying out such activities, the company keeps its impartial attitude and equal distance, without expecting any benefits from any public institutions and organizations, non-governmental organizations, and political parties. All financial statements and reports drafted by the company are in compliance with national and international accounting principles.
2-) Responsibilities towards Shareholders:
Strategies focusing on growth are applied, evading unmanageable risks, in order to increase share value of the company. Company acts within the limits of a financial discipline and accountability. Company is managed with an awareness of savings and efficiency in sources and assets.
Disclosures of the company to shareholders and public are announced to investors, partners, and public, fully, simultaneously, in a comprehensible manner, in accordance with the principle of equality. Thus, all shareholders are enabled to reach such data at the same time and equally. Timely, correct, full and clear information is provided to shareholders and public about financial statements, strategies, and projects that will add value to the company.
3-) Responsibilities towards Suppliers and Customers:
Principles of integrity, trust, consistency, professional attitude, independence, and respect to mutual interests are observed in relations with customers and suppliers. Fulfilling customer requirements and expectations in the proper sense is aimed in production. Confidential and commercial secrets of the Company, as well as personal details of employees and details on customers, are kept confidential. Donations of the Company are appropriately announced to all benefit holders and to public.
4-) Responsibilities towards Competitors:
Competitor companies and products are not denigrated and misleading advertisements are not used. The company evades actions that may cause unfair competition. The company fights against unfair competition through legal ways.
5-) Responsibilities towards Employees:
There is discrimination between employees in terms of race, ethnic origin, nationality, religion, and gender. Employees in equal conditions have equal opportunities, wage increases and promotions are based on performance and efficiency. A safe and healthy working medium, as well as opportunity to improve career, is provided to the employees. Understanding of respect, trust, and collaboration is
fundamental for relations between employees. Employees may not use confidential or non-publicized information in their favor or in favor of others. Besides training employees on private and professional issues, training on natural disasters such as first aid, earthquake, and fire is given. The company promotes employees to participate in volunteer social activities and observe the balance between their business life and private life.
6-) Principles of Social Responsibility:
The company is sensitive in protection of environment and natural life, consumer rights, and public health and observes legislation in effect in these areas. The Company cooperates with non-governmental organizations established for social responsibility purposes.
| KATMERCİLER ARAÇ ÜSTÜ EKİPMAN SAN.ve Tic. A.Ş. – INSIDERS LIST Date: 15.05.2025 | |
| 1. BOARD OF DIRECTORS | |
| Name | Position |
| İsmail Katmerci | Chairman of the Board |
| Mehmet Katmerci | Vice Chairman of the Board / CEO / Chairman of the Executive Committee |
| Yence | Board Member |
| Mehmet Cemal Öztaylan | Independent Board Member |
| Bora Ersan | Independent Board Member |
| İbrahim Reyhan Özal | Board Advisor |
| Osman Nuri Filiz | Board Advisor |
| 2. FAMILY MEMBERS OF THE BOARD OF THE DIRECTORS | |
| Name | Relation / Description |
| Havva Katmerci | Spouse of İsmail Katmerci |
| Ayşenur Çobanoğlu Orancı | Daughter of İsmail Katmerci |
| Tuğba Katmerci | Spouse of Mehmet Katmerci |
| Cihan Yence | Spouse of Birol Yence |
| Feray Lina Yence | Daughter of Birol Yence |
| Koray Arda Yence | Son of Birol Yence |
| Berrin Öztaylan | Spouse of Mehmet Cemal Öztaylan |
| Ali Taylan Öztaylan | Son of Mehmet Cemal Öztaylan |
| Mustafa Aysan Öztaylan | Son of Mehmet Cemal Öztaylan |
| Gülay Filiz | Spouse of O. Nuri Filiz |
| H. İbrahim Filiz | Son of O. Nuri Filiz |
| Nagehan Yıldırım Filiz | Daughter of O. Nuri Filiz |
| Merve Özal | Spouse of İ. Reyhan Özal |
| B.İrem Özal | Daughter of İ. Reyhan Özal |
| H.Ceyda Özal | Daughter of İ. Reyhan Özal |
| Y.Kerim Özal | Son of İ. Reyhan Özal |
| 3.SENIOR EXECUTIVES AND THEIR FAMILY MEMBERS | |
| Name | Position / Relation |
| Furkan Katmerci | Deputy Chairman of the ExecuTİve Committee |
| Ayşe Tosun Katmerci | Spouse of Furkan Katmerci |
| İsmail Hakkı Kırkıl | International Sales Director |
| 4.AUDITOR / INDEPENDENT AUDITOR / LEGAL COUNSEL | |
| Name | Position |
| Özkan Cengiz | Responsible Auditor – HSY Consulting and Independent Audit Co. |
| Murat Ürkmez | Auditor – HSY Consulting and Independent Audit Co. |
| Hüseyin Özer Ermumcu | Auditor – HSY Consulting and Independent Audit Co. |
| Remzi Koray Yurteri | Substitute Responsible Auditor – HSY Consulting and Independent Audit Co. |
| Mehmet Çoban | Substitute Auditor – HSY Consulting and Independent Audit Co. |
| Muammer Uzun | Substitute Auditor – HSY Consulting and Independent Audit Co. |
| Anıl Alparslan | Senior Tax Auditor – Batı CPA & Independent Audit Co. |
| Kadir Karakaş | Sworn-in Certified Public Accountant – Batı CPA & Independent Audit Co. |
| Mustafa Kunt | Assistant Tax Auditor – Batı CPA & Independent Audit Co. |
| A.Buğra İlter | Attorney-at-Law |
| 5.COMPANY EMPLOYEES | |
| Name | Position |
| Zeynep Çetin | Investor Relations Manager |
| Fethiye Büker | Finance Manager |
| Sebile Yılmaz | Accounting Manager |
| Şahan Sümer | Ankara Plant Manager |
| Omar Safar | International Sales Manager |
| Erkan Yeğencik | Domestic Sales Manager |
| Süleyman Mutlu | Production Manager |
| Eren Cinal | Logistics Manager |
| Serap Tekin | Quality Management Representative |
| Gülden Han | Planning Manager |