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 September 12, 2024. The meeting addressed the fiscal year ended December 31, 2023, and approved governance matters for the 2024 fiscal year.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the reporting period. It explicitly states that no profit was generated in the 2023 fiscal year, resulting in a decision not to distribute dividends.
Regarding share transactions, the Company approved the purchase of 4,615,384 Class B shares from TurkCommerce B.V. for a total consideration of USD 5,732,306.93 (approximately USD 1.242 per share), representing 1.42% of the share capital.
Material Changes
- Profitability: The Company confirmed a lack of profit for the 2023 fiscal year, precluding dividend distribution.
- Board Composition: The Board of Directors was expanded from nine to eleven members. New appointments include Mr. Hasan İlker Yöney (member) and Mr. Hikmet Ersek (independent member), both serving until August 25, 2026.
- Executive Remuneration: Shareholders approved specific remuneration packages for independent Board members, including a USD 100,000 annual gross payment for Board service and additional fees for committee chairmanship and membership.
- Auditor Appointment: PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. was reappointed as the independent auditor.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, revenue outlook, or specific risk factors beyond standard corporate governance disclosures. Management commentary is limited to the approval of the 2023 audited financial statements and the authorization of the Board to conduct transactions under Articles 395 and 396 of the Turkish Commercial Code for 2024.
Investor Verification Checklist
- Verify the full audited consolidated financial statements for the year ended December 31, 2023, to understand the specific reasons for the reported lack of profit.
- Review the Company's Investor Relations website for the full minutes of the AGM held on September 12, 2024.
- Confirm the impact of the Class B share buyback (1.42% of capital) on the Company's capital structure and liquidity.
- Monitor the integration of new Board members, specifically Mr. Yöney and Mr. Ersek, and their strategic influence on future operations.