Business Context and Reporting Period
This Form 6-K filing by D-MARKET Electronic Services & Trading (Hepsiburada) reports the voting results of the Ordinary Annual General Assembly of Shareholders held on June 24, 2022. The meeting addressed matters related to the fiscal year ended December 31, 2021.
Key Financial Metrics
The filing confirms that the Company recorded a loss for the fiscal year ended December 31, 2021, as reflected in the statement of comprehensive loss. Consequently, no dividends were distributed for this period. Specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity are not provided in this document.
Material Changes and Corporate Actions
- Dividend Policy: Shareholders approved the Board's determination not to distribute any dividends due to the absence of profit in the 2021 fiscal year.
- Board Remuneration: Approved annual gross payments of USD 100,000 for independent Board members. Additional payments of USD 10,000 per committee membership or USD 20,000 per committee chairmanship were approved. No remuneration is paid to non-independent members.
- Board Appointments: Shareholders approved the appointment of Halil Cem Karakaş, Ahmet Fadıl Ashaboğlu, and Tayfun Bayazıt as independent members of the Board of Directors.
- Auditor Appointment: Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. was appointed as the independent auditor until the next Ordinary Annual General Assembly.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future outlook, or specific risk factors. It notes that the Board was authorized to carry out commercial business transactions within the Company's field of activity and to provide donations and grants up to 2 thousandths of total assets through the next AGM. Indemnification agreements for Board and Executive Committee members were approved to the fullest extent permissible by law.
Investor Verification Checklist
- Verify the full audited consolidated financial statements for the year ended December 31, 2021, to review specific revenue and loss figures.
- Confirm the total number of shares outstanding and the voting breakdown for the AGM resolutions.
- Review the Company's Investor Relations website for the full minutes and participant list of the AGM (available in Turkish).
- Check subsequent filings for updates on the newly appointed Board members and their committee assignments.