DP Eurasia N : 12 Sep · Draft minutes DP Eurasia AGM (8 June 2022) - Read PDF

Draft Minutes

Text of the minutes of the Annual General Meeting of Shareholders of DP Eurasia N.V. held on 8 June 2021.

1. Opening

The Chairman, Mr. Peter Williams, opens the Annual General Meeting of Shareholders of DP Eurasia N.V. ('DP Eurasia') and states the following: "Ladies and gentlemen, welcome to the Annual General Meeting of Shareholders of DP Eurasia".

Ladies and gentlemen, welcome to the Annual General Meeting of Shareholders of DP Eurasia.

I hereby open the meeting. Thank you very much for joining us here today. It is a pleasure to chair the shareholders meeting of DP Eurasia. Our CEO Aslan Saranga will give you an overview of the highlights of the year and look ahead. But before he does, I will go over some formalities.

This meeting will be held in English. Shareholders may ask their questions in English. I note that all legal and statutory requirements have been complied with to hold this meeting of shareholders. Our CEO Aslan Saranga, our Company Secretary and executive director Frederieke Slot and the non- executive directors David Adams and Hari Bhartia also join this video conference. Shyam Bhartia and Pratik Pota have sent their apologies.

The agenda and other meeting documents have been published on the website of DP Eurasia on the twenty-sixth day of April two thousand and twenty-two. From that date all relevant documents were also available via the website, namely the agenda with explanatory notes and the annual report including the remuneration report. These documents were also available for inspection at DP Eurasia's statutory address in Amsterdam.

From April 26 to June 7th, the shareholders were given the opportunity to register via Link Asset Services to attend the meeting.

At the meeting there are 145,372,414 shares are outstanding in the capital of the Company which confer voting rights of one vote per share. 103,666,032 ordinary shares are validly present or represented at this AGM. This means that 71,31% of the total issued and outstanding share capital is represented.

I hereby appoint the Company Secretary, Frederieke Slot, to take the minutes of the proceedings at this meeting.

Mr. Williams concludes that since shareholders are only represented by means of a proxy, he will only read out the number of votes that are withheld and that oppose to the proposal.

Mr. Williams next turns to the agenda of this meeting. First, Mr. Saranga will briefly talk about the two thousand and twenty-one annual report.

After this presentation, Mr. Williams will give the shareholders the opportunity to ask questions. After that there will be a vote on agenda item 3.

2. Report of the Board for the 2020 financial year

Mr. Williams hands over to Mr. Saranga, the CEO of DP Eurasia.

Mr. Saranga starts his presentation and provides a general outline of the course of affairs of the group in the previous financial year and the highlights of Q1 2022 reflected in the trading update (available at the Company´s website (www.dpeurasia.com)).

Mr. Saranga outlined the key numbers for the year to 31 December 2021 and Mr. Saranga discussed the current operations.

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Mr. Saranga also discussed the Group's sales performance for the period ended 30 April 2022:

	For the period ended 30 April
	2022	2021			Change
	(in millions of TRY, unless
	otherwise indicated)
Number of stores (1)	816	775	41
Group system sales (2)
Turkey	726.6	469.0	54.9%
Russia	283.0	180.6	56.7%
Azerbaijan & Georgia	25.9	12.1	114.2%
Total	1,035.5	661.6	56.5%

Group system sales like-for-like growth(3)

Group(4)	36.1%	49.4%
Turkey	47.6%	62.1%
Russia (based on RUB)	-1.5%	13.1%

Financial Highlights

• Group system sales increased 56.5%, with a like-for-like growth of 36.1%, driven by excellent demand in Turkey
• Growth achieved despite the challenging comparatives in both Turkey and Russia
• Group online system sales (5) growth of 61.0%

1. Turkish online system sales growth of 61.9%

• 1. Russian online system sales growth of 58.3% (-4.7% based on RUB)
• Online delivery system sales further increased to 82.1% (April 2021: 77.3%) as a share of delivery system sales (6), reflecting DP Eurasia's robust positioning for the online ordering channel
• 12 new store openings in Turkey in the Period (all but one by the existing franchisees) with a strong 2022 pipeline meaning the momentum of last year, which had seen the highest level of store openings in Turkey since 2014, is expected to be maintained.
• Good liquidity position at Period-end with TRY 67.8 million cash and an undrawn bank facility of TRY 172.6 million.
• Following launch of new COFFY concept in 2021, performance has been very strong. Currently trading from 12 stores by Period-end, seven of which are franchised, while more openings are expected in the coming months. While COFFY remains in its early stages, having launched in 2021, the Group believes it represents an outstanding growth opportunity.

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3. Adoption of the annual accounts for 2021

Mr. Williams states the following:

"The annual accounts are accompanied by an unqualified auditor's report by the accountant, as referred to in article 20 paragraph 3 of the articles of association. The auditor's report can be found in the annual report on page 156 and onwards."

Mr. Williams concludes that there are no questions in relation to this agenda item and proposes to proceed to a vote on this item. Mr. Williams confirms that no one requires a vote on this subject.

Mr. Williams establishes that the annual accounts for 2021 have been adopted by the General Meeting.

1. Appropriation of profit for 2021
2. Discussion of the policy on reserves and dividends

Mr. Williams states the following:

"In line with the Dividend Policy, the Board resolved that the Company will not declare any dividends in respect of 2021 and that the net result of 2021 will be added to the other reserves of the Company. In future years, the Company will consider the pay out of dividends, taking into account the amount of profits, the need for cash for capital expenditure and further expansion and its debt profile. The Company's policy is to eventually pay out dividends in the appropriate circumstances, there is no immediate prospect of dividends being paid out, nor can there be any assurance as to when and in what amount any dividends may be eventually paid out."

6. Discharge of the Board's Executive Directors

Mr. Williams states the following:

"I would like to propose to discharge the Board's Executive Directors from liability in relation to the exercise of their duties in the financial year 2021."

Mr. Williams concludes that there are no questions in relation to this agenda item and proposes to proceed to a vote on this item. Mr. Williams confirms that all votes were in favour.

Mr. Williams establishes that the General Meeting discharged the Board's Executive Directors in relation to the exercise of their duties in the financial year 2021.

7. Discharge of the Board's Non-Executive Directors

Mr. Williams states the following:

"I would like to propose to discharge the Board's Non-Executive Directors from liability in relation to the exercise of their duties in the financial year 2021."

Mr. Williams concludes that there are no questions in relation to this agenda item and proposes to proceed to a vote on this item. Mr. Williams confirms that all votes were in favour.

Then I establish that the General Meeting has discharged the Board's Executive Directors in relation to the exercise of their duties in the financial year 2021.

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8. Discussion of the negative equity due to currency translation differences

Mr. Saranga discussed the negative equity due to foreign exchange rate/currency differences, while the underlying better performance at net profit level.

Mr Concludes that there are no further questions in relation to this agenda item.

9. Annual remuneration report

Mr. Williams states the following:

"It is proposed to the General Meeting to approve the annual remuneration report, which contains details of how the Company paid Directors during 2021 and how the Company intends to apply its remuneration policy during 2022.

The Company believes that it is appropriate that shareholders should have this formal opportunity to provide their feedback on the Company's remuneration practices. The annual remuneration report is included in the Annual Report and Accounts 2021 on pages 58 through 65.

Mr. Williams concludes that there are no questions in relation to this agenda item and proposes to proceed to a vote on this item. Mr. Williams confirms that all votes were in favour.

Mr. Williams is pleased to establish that the General Meeting has approved the annual remuneration report.

10. Reappointment of Mr. A. Saranga as Executive Director (resolution)

Mr. Williams states the following:

"Further to the UK Corporate Governance Code stating that all directors should be subject to annual reappointment by the General Meeting, it is proposed by the Board, following the recommendations made by the selection and appointment committee, proposes to reappoint Aslan Saranga and Frederieke Slot as Executive Directors for a period of one year, ending immediately after the annual General Meeting to be held in 2023.

The Board, following the recommendations made by the selection and appointment committee, also proposes to reappoint the independent Non-Executive Director Peter Williams. This reappointment is included in the agenda as a separate item as, in accordance with the board rules, the reappointment of Mr. Williams must be approved by two separate votes.

Are there any questions in relation to this agenda item? If there are no (further) questions then I propose to proceed to vote on the items 10 through 14."

Mr. Williams concludes that there are no questions in relation to this agenda item and proposes to proceed to a vote on this item. Mr. Williams confirms that all votes were in favour.

Mr. Williams establishes that Mr. Saranga has been reappointed as Executive Director for a period of one year, ending immediately after the annual General Meeting to be held in 2023.

11. Reappointment of Ms. F. Slot as Executive Director

Mr. Williams confirms that all votes were in favour.

Mr. Williams establishes that Ms. Slot has been reappointed as Executive Director for a period of one years, ending immediately after the annual General Meeting to be held in 2023.

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12. Reappointment of Mr. S. Bhartia as Non-Executive Director

Mr. Williams concludes that there are no questions in relation to this agenda items and proposes to proceed to a vote on this item.

Mr. Williams confirms that there are three hundred sixty-seven thousand and twenty-six (367,026) votes against the proposal.

Mr. Williams establishes that Shyam has been reappointed as Non-Executive Director for a period of one year, ending immediately after the annual General Meeting to be held in 2023.

13. Reappointment of Mr. H. Bhartia as Non-Executive Director

Mr. Williams concludes that there are no questions in relation to this agenda items and proposes to proceed to a vote on this item.

Mr. Williams confirms that there are three hundred sixty-seven thousand and twenty-six (367,026) votes against the proposal.

Mr. Williams establishes that Hari has been reappointed as Non-Executive Director for a period of one year, ending immediately after the annual General Meeting to be held in 2023.

14. Reappointment of Mr. P.W. Williams as Independent Non-Executive Director

This agenda item was chaired by Mr. David Adams, Chairman of the Remuneration Committee.

Mr. Adams states the following:

"Further to the UK Corporate Governance Code stating that all directors should be subject to annual reappointment by the General Meeting, it is proposed by the Board, it is proposed by the Board, following the recommendations made by the selection and appointment committee, to reappoint Peter Williams as independent Non-Executive Directors for a period of one year, ending immediately after the annual General Meeting to be held in 2023. The Board considers that Mr. Williams is experienced and independent in character and judgment since he is free from any relationship or circumstance which may, could or would be likely to, or appear to, affect his judgment. Further, the Board is satisfied that he will continue to perform effectively and should be appointed because he continues to demonstrate his broad and relevant experience, commitment to his role, and international outlook.

In accordance with the board rules, because the Company has a controlling shareholder, the reappointment Mr. Williams must be approved by two separate votes: one of the General Meeting and one of the General Meeting excluding the controlling shareholder.

We will start with the vote for the reappointment of Peter Williams as Independent Non-Executive Director by the General Meeting."

Mr. Adams concludes that there are no questions in relation to this agenda items and proposes to proceed to a vote on this item.

1. by the General Meeting

Mr. Adams confirms that there are seven million seven hundred and ninety-four thousand and fifty- eight (7,794,058) votes against the proposal.

Eighteen million three hundred and thirty-seven thousand five hundred and sixty-one (18,337,561) votes were abstained.

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