UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Date
of Report: January 31, 2025
Commission File Number: 001-40553
D-MARKET Elektronik Hizmetler ve Ticaret Anonim
Şirketi
(Exact Name of registrant as specified in its charter)
D-MARKET
Electronic Services & Trading
(Translation of Registrant‘s Name into English)
Kuştepe Mahallesi Mecidiyeköy Yolu
Cadde no: 12 Kule 2 K2
Istanbul, Türkiye
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
D-MARKET ELECTRONIC SERVICES & TRADING |
| |
|
| January 31, 2025 |
By: |
/s/ NİLHAN GÖKÇETEKİN |
| |
Name: |
Nilhan Gökçetekin |
| |
Title: |
Chief Executive Officer |
| |
By: |
/s/ M. SEÇKİN KÖSEOĞLU |
| |
Name: |
M. Seçkin Köseoğlu |
| |
Title: |
Chief Financial Officer |
EXHIBITS
Exhibit 99.1
Hepsiburada
Announces Voting Results of the Extraordinary General Assembly Meeting, New Board Committees Composition and the Appointment of a General
Counsel and Corporate Secretary
ISTANBUL,
January 31, 2025 -- D-MARKET Electronic Services & Trading (d/b/a “Hepsiburada”) (NASDAQ: HEPS), a leading Turkish
e-commerce platform (referred to herein as “Hepsiburada” or the “Company”), today announces the voting results
of the Extraordinary General Assembly Meeting of Shareholders (“EGM”) held on January 31, 2025, the new composition of
the Committees of its Board of Directors (“Board”), and the appointment of a General Counsel and Corporate Secretary.
EGM
Voting Results
The EGM
was duly called and held in accordance with the relevant provisions of the Turkish Commercial Code (the “TCC”) 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 at the EGM in accordance with Articles 21 and 26 of the Company’s Articles of Association and the TCC.
Shareholders
at the EGM decided the following, by the majority of votes present:
| · | To approve the election of Messrs. Mikheil Lomtadze, Tengiz Mosidze, Yuri Didenko, Pavel Mironov,
Sandro Berdzenishvili and Erman Kalkandelen as members of the Board, and Messrs. Tayfun Bayazıt, Ahmet Fadıl Ashaboğlu
and Stefan Gross-Selbeck as independent members of the Board for a term of two years, until January 31, 2027; and consequently, to
decrease the total number of the Board members, from eleven to nine. |
| · | To appoint Mr. Mikheil Lomtadze, as Chairman of the Board and Mr. Yuri Didenko as Vice Chairman
of the Board. |
| · | To approve, as per the Board’s proposal, the following amendments to the Articles of Association
of the Company, which reflect the termination of the privileges accorded to Class A shares following the transfer of all outstanding
Class A shares to Kaspi: |
| o | the amendment of Article 6 titled “Capital”, as a result of which both Class A and
Class B shares, as well as references to the Classes of shares located at the last paragraph of the Article have been removed, |
| o | the abrogation of Article 7 titled “Transfer of Shares”, |
| o | the abrogation of Article 7/A titled “Partial or Full Termination of Share Classes and Privileged
Votes”, |
| o | the amendment of Article 8 titled “Capital Increase and Decrease”, as a result of which
all references to the Classes of shares have been removed, |
| o | the amendment of Article 23 titled “Voting Right and Appointment of Proxy” as a result
of which the provision granting 15 votes per one Class A share in General Assembly meetings and the references to Class B shares
included in the same provision have been removed, |
| o | the amendment of Article 26 titled “Amendment in Articles of Association”, as a result
of which the provision requiring a special meeting and approval by Class A shareholders for General Assembly decisions that violate
the rights of privileged Class A shares has been removed, |
| o | the amendment of Article 38 titled “Compliance with Corporate Governance Principles”,
as a result of which the reference to Provisional Article 1 of the Articles of Association has been removed, |
| o | the abrogation of Provisional Article 1, which imposed the requirement that at least one-third of
the Board consist of independent members by the 2021 Ordinary General Assembly Meeting, due to its provisional nature, and |
| o | the abrogation of Provisional Article 2 detailing the distribution of shares and the privilege structure
during the transition to the registered capital system, due to its provisional nature. |
Changes
to the Composition of the Committees of the Board
Hepsiburada
further announces that today, in accordance with the Turkish Commercial Code, the newly appointed Board determined the composition of
its Committees which are as follows with immediate effect:
| · | Audit Committee: Messrs. Tayfun Bayazıt, Ahmet Ashaboğlu
and Stefan Gross-Selbeck |
| · | Early Detection of Risk Committee: Messrs. Tayfun Bayazıt, Ahmet Ashaboğlu and Yuri
Didenko |
| · | Corporate Governance Committee: Messrs. Tayfun Bayazıt, Ahmet Ashaboğlu and Yuri Didenko |
The distribution
of duties within the Committees of the Board, including the assignment of the role of chairperson, will be decided subsequently by each
of the Committees.
Appointment of a General Counsel and Corporate Secretary
Hepsiburada further announces
that on January 24, 2025, the Board appointed Güneş Akman Özcan, who has been performing the functions and duties
of acting General Counsel and Corporate Secretary of the Board since January 1, 2024, to these roles in a principal capacity effective
as of January 1, 2025.
Forward-Looking
Statements
This
press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E
of the Securities Exchange Act of 1934, as amended, and the Safe Harbor provisions of the US Private Securities Litigation Reform Act
of 1995, and encompasses all statements, other than statements of historical fact contained in this press release. These forward-looking
statements can be identified by terminology such as “may,” “could,” “will,” “expects,”
“anticipates,” “aims,” “future,” “intends,” “plans,” “believes,”
“estimates,” “targets,” “likely to” and similar statements.
These
forward-looking statements are based on management’s current expectations. However, it is not possible for our management to predict
all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any forward-looking statements we may make. These statements are neither
promises nor guarantees but involve known and unknown risks, uncertainties and other important factors and circumstances that may cause
Hepsiburada’s actual results, performance or achievements to be materially different from its expectations expressed or implied
by the forward-looking statements, including conditions in the U.S. capital markets, negative global economic conditions, potential negative
developments resulting from epidemics or natural disasters, other negative developments in Hepsiburada’s business or unfavorable
legislative or regulatory developments. We caution you therefore against relying on these forward-looking statements, and we qualify all
of our forward-looking statements by these cautionary statements. For a discussion of additional factors that may affect the outcome of
such forward-looking statements, see our 2023 annual report filed with the SEC on Form 20-F on April 30, 2024 (Commission File
Number: 001-40553), and in particular the “Risk Factors” section, as well as the other documents filed with or furnished to
the SEC by Hepsiburada from time to time. Copies of these filings are available online from the SEC at www.sec.gov, or on the SEC Filings
section of our Investor Relations website at https://investors.hepsiburada.com. These and other important factors could cause actual results
to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements
represent management’s estimates as of the date of this press release. These forward-looking statements should not be relied upon
as representing Hepsiburada’s views as of any date subsequent to the date of this press release. All forward-looking statements
in this press release are based on information currently available to Hepsiburada, and Hepsiburada and its authorized representatives
assume no obligation to update these forward-looking statements in light of new information or future events. Accordingly, undue reliance
should not be placed upon the forward-looking statements.
About
Hepsiburada
Hepsiburada
is a leading e-commerce technology platform in Türkiye, operating through a hybrid model that combines first-party direct sales (1P)
and a third-party marketplace (3P) with approximately 100 thousand merchants.
With
its vision of leading the digitalization of commerce, Hepsiburada serves as a reliable, innovative and purpose-driven companion in consumers’
daily lives. Hepsiburada’s e-commerce platform offers a broad ecosystem of capabilities for merchants and consumers including last-mile
delivery, fulfillment services, advertising solutions, cross-border sales, payment services and affordability solutions. Hepsiburada’s
integrated fintech platform, Hepsipay, provides secure payment solutions, including digital wallets, general-purpose loans, buy now pay
later (BNPL) and one-click checkout, enhancing shopping convenience for consumers across online and offline while driving higher sales
conversions for merchants.
Since
its founding in 2000, Hepsiburada has been purpose-driven, leveraging its digital capabilities to empower women in the Turkish economy.
In 2017, Hepsiburada launched the ‘Technology Empowerment for Women Entrepreneurs’ program, which has supported nearly 57.5
thousand female entrepreneurs across Türkiye in reaching millions of customers.
Investor
Relations Contact
ir@hepsiburada.com
Media Contact
corporatecommunications@hepsiburada.com
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