D-MARKET Electronic Services & Trading (Hepsiburada) filed a Form 6-K on November 4, 2026, reporting the voting results of its Ordinary General Assembly Meeting of Shareholders held on October 30, 2026, covering the 2025 financial year.

Key Highlights

  • No dividend declared: Shareholders decided not to make a dividend distribution, as the company reported no profit generated in the 2025 financial year.
  • Board elected for three years: Eight directors were elected to serve until October 30, 2029, including five non-independent members and three independent members.
  • Independent director pay approved: Independent board members will receive USD 100,000 annually for board service, USD 20,000 per committee chaired, and USD 10,000 per additional committee membership.
  • New auditor appointed: DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi was appointed as independent auditor through the next ordinary annual general assembly covering the 2026 financial year.
  • Articles of Association amended: Shareholders approved an amendment to Article 11, titled "Board of Directors Meetings and Resolution Quorum."
  • Donation authority granted: The Board of Directors was authorized to make donations and grants up to a limit of 2 per thousand of the company's total assets within the financial year.

Hepsiburada 2026 AGM: Board Composition, Auditor, and Governance Decisions

According to the filing, the AGM was duly called and held in accordance with the relevant provisions of the Turkish Commercial Code and the Regulation on Principles and Procedures for General Assembly Meetings of Joint Stock Companies and Ministry Representatives in Such Meetings. A quorum was present in accordance with the company's Articles of Association and the Turkish Commercial Code. All resolutions were passed by the majority of votes present.

Shareholders approved the company's audited consolidated financial statements for the year ended December 31, 2025, along with the independent auditors' report and the Board of Directors' Annual Activity Report. Members of the Board of Directors were released from liability for their respective business, transactions, and activities in the 2025 financial year. The filing states that no dividend will be distributed because "no profit has been generated in the 2025 financial year."

The five non-independent board members elected were Mikheil Lomtadze, Yuri Didenko, Tengiz Mosidze, Pavel Mironov, and Sandro Berdzenishvili. The three independent members elected were Tayfun Bayazıt, Ahmet Fadıl Ashaboğlu, and Stefan Gross-Selbeck. All serve a three-year term ending October 30, 2029. The board was also authorized to carry out transactions under Articles 395 and 396 of the Turkish Commercial Code. The filing was signed by Chief Executive Officer Ender Özgün and Chief Financial Officer M. Seçkin Köseoğlu. The company's shares trade on NASDAQ:HEPS.

What Was Disclosed

Hepsiburada reported the full voting outcomes of its October 30, 2026 AGM, covering financial statement approval, no dividend for 2025, board election, independent director compensation, auditor appointment, an articles amendment, and a donation authorization.