Hepsiburada reshuffles board and removes share privileges

ISTANBUL - D-MARKET Electronic Services & Trading, commonly known as Hepsiburada (NASDAQ: HEPS), a prominent Turkish e-commerce platform, has reported the outcomes of its Extraordinary General Assembly Meeting of Shareholders (EGM) held on Monday. The meeting led to significant changes in the company’s governance structure, including the election of new board members and amendments to its Articles of Association.

The shareholders voted to elect six new members to the Board and appointed three independent members, reducing the total number of Board members from eleven to nine. Mikheil Lomtadze was named Chairman of the Board, with Yuri Didenko as Vice Chairman, for a term extending until January 31, 2027. These governance changes come as the company maintains a strong financial position, with InvestingPro analysis showing more cash than debt on its balance sheet and an overall Financial Health score rated as "GOOD."

The EGM also approved several amendments to the Articles of Association, which have effectively removed the privileges previously accorded to Class A shares. This follows the transfer of all outstanding Class A shares to Kaspi. The changes include the deletion of references to Class A and Class B shares, the abrogation of articles related to the transfer and termination of share classes, and the removal of provisions that granted multiple votes per Class A share in General Assembly meetings.

Furthermore, the newly appointed Board has determined the composition of its Committees, including the Audit Committee, the Early Detection of Risk Committee, and the Corporate Governance Committee, with the specific distribution of duties within the Committees to be decided subsequently.

Additionally, Hepsiburada announced the appointment of Gunes Akman Ozcan as General Counsel and Corporate Secretary, a role she has been acting in since January 1, 2024, and will now continue in a principal capacity effective as of January 1, 2025.

The company’s press release included forward-looking statements, cautioning that these are not guarantees of future performance and are subject to various risks and uncertainties. These statements are based on management’s current expectations and are qualified by risk factors outlined in the company’s filings with the SEC.

Hepsiburada is known for its hybrid e-commerce model that combines direct sales and a marketplace platform. It also operates Hepsipay, an integrated fintech platform providing various payment solutions. The company has a history of supporting female entrepreneurs in Turkey through its ’Technology Empowerment for Women Entrepreneurs’ program. With its stock showing a remarkable 110% return over the past year and the next earnings report scheduled for March 21, 2025, investors seeking detailed analysis can access comprehensive research and additional insights through InvestingPro’s exclusive Pro Research Report, available for over 1,400 US-listed companies.

This article is based on a press release statement from Hepsiburada.

In other recent news, D-Market Electronic Services & Trading, also known as Hepsiburada, has reported significant updates. The company has disclosed its third-quarter financial results for 2024, revealing crucial data on its revenue, expenses, and net income. Analysts have forecasted a Gross Merchandise Volume (GMV) growth between 70% and 75% year-on-year, and an EBITDA margin of approximately 2.2% of GMV.

Hepsiburada has received all necessary regulatory approvals for the sale of a 65.4% stake to Joint Stock Company Kaspi.kz. The company’s annual revenue has reached $1.17 billion with a gross profit margin of 26%. An Extraordinary General Assembly Meeting of Shareholders has been called to discuss key items such as the election of board members and amendments to the company’s Articles of Association.

To support its consumer finance business expansion, Hepsi Finansman A.Ş., a Hepsiburada subsidiary, has issued bonds with a principal amount of TRY 250 million. Additionally, Hepsiburada raised TRY 350 million through its second asset-backed securities issuance to fortify its Buy Now, Pay Later business segment. These are recent developments in Hepsiburada’s operations.

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