AGM Information • May 23, 2025
AGM Information
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The Ordinary General Assembly Meeting of our Company for the period of 2024 will be held on Wednesday 16 April 2025 at 10.30 at Rüzgarlıbahçe Mah. Feragat Sk. Energy Plaza No:2 Kat:1 34805 Kavacık-Beykoz / İstanbul (Company Headquarter) to discuss and decide on the agenda written below.
The shareholders of our Company will be able to attend the Ordinary General Asse mbly Meeting in person or through their representatives at the actual venue or via electronic platforms. Attendance at the meeting via electronic platforms; will be realized through the Electronic General Assembly System ("e-GKS") provided by Merkezi Kayıt Kuruluşu A.Ş. ("Central Securities Depository-CSD") will be held. Shareholders who will make transactions in e-GKS must first register with the CSD's Investor Information Center and also have a secure electronic signature or mobile signature.
Shareholders or their representatives who wish to attend the meeting via electronic platforms, are required to fulfil their obligations per the provisions of the "Regulation on Electronic General Assemblies in Joint Stock Companies" published in the Official Gazette dated 28 August 2012 and numbered 28395 and of the "Communiqué on Electronic General Assembly System to be Implemented in General Assemblies of Joint Stock Companies" published in the Official Gazette dated 29 August 2012 and numbered 28396.
Our shareholders or their representatives who will attend the general assembly in electronic form via e-GKS will be informed about the procedures and principles related to attendance, the appointment of representatives, making suggestions, expressing opinions and voting by the CSD (https://egk.mkk.com.tr) they can get information at the web address.
For the General Assembly Meeting to be held physically;
-Real-person shareholders can attend by presenting their identities,
-Legal-person shareholders can attend by presenting their authorization documents along with the identity of the persons authorized to represent and bind the legal person,
-Representatives of real and legal persons can attend by presenting their identities and representation documents,
-Representatives authorized through the Electronic General Assembly System can attend by presenting their identities
and by signing the list of attendants.
The shareholders who will attend the meeting by proxy shall submit a notarized power of attorney, per the example below, by complying with the provisions stipulated in the Communiqué on Proxy Voting and Proxy Solicitation No. II-30.1 of the Capital Markets Board. The sample of the aforementioned power of attorney is available at our Company's headquarters and also in the investor relations section of www.smartsolar.com.tr website. Power of attorney that does not comply with the sample of the power of attorney attached to the General Assembly Call Text, which is required within the framework of the above Communiqué of the Capital Markets Board, will not be accepted in the general assembly.
The representative appointed via e-GKS can attend the meeting in person or via e-GKS, the power of attorney document does not have to be submitted physically by the representative appointed via e-GKS. The representative who will attend the meeting by proxy or in person, whether appointed with a notarized power of attorney or via e-GKS, shall show their identity card in the meeting.
In voting on the agenda items in the General Assembly Meeting, the open voting method by raising hands shall be used, without prejudice to the provisions on voting in an electronic platform.
The Financial Statements of our Company for 2024, the Independent Audit Report, the Corporate Governance Compliance Report, the Board of Directors' Annual Activity Report , the profit distribution proposal of the Board of Directors, and the General Assembly Information Document containing the following agenda items and necessary explanations for compliance with the Capital Markets Board regulations, will be available for the review of the shareholders three weeks before the meeting, within the legal period, at the Company Headquarters, in the investor relations section website and in the e-GKS.
1.The Opening and election of the Meeting Chairmanship.
2.Authorization of the Meeting Chairmanship for signing the meeting minutes,
Reading, discussing, and approval of the Annual Report for the 01.January 2024-31 December 2024 period prepared by the Company's Board of Directors.
Reading, discussing the Independent Audit Report (Summary Part) for the 01.January 2024-31 December 2024 period, for informing the General Assembly.
Reading, discussing, and approval of the Financial Statements for the 01.January 2024-31 December 2024 period.
Release of the Board Members individually due to their works in 2024,
Discussing, and approval of the Profit Distribution proposal for 2024 given by Board of Directors.
Determination of remunerations of the Board members.
Informing the General Assembly about share buyback program ended by 15.02.2025 and approval of the transactions regarding this program.
10.Per the Turkish Commercial Code and the Capital Markets Board regulations, the approval of the Independent Audit Company proposed by the Board of Directors to conduct independent audits in 2025.
12.Informing the shareholders regarding the transactions within the scope of the Corporate Governance Principle numbered 1.3.6 annexed to the Corporate Governance Communiqué of the Capital Markets Board.
13.Informing shareholders regarding the income and benefits obtained through guarantees, pledges, mortgages, and sureties issued in favor of third parties in 2024 .
Submitting the authorization of the members of the Board of Directors to carry out business and transactions within the framework of Articles 395 and 396 of the Turkish Commercial Code to the General Assembly for approval.
Wishes and Closing
I hereby appoint ...................................., who is introduced in detail below, as my representative, in line with the opinions I have expressed below, who is authorised to represent me, to vote, to make proposals and to sign the necessary documents at Smart Güneş Enerjisi Teknolojileri Araştırma Geliştirme Üretim Sanayi ve Ticaret A.Ş. Ordinary General Assembly Meeting will be held on Wednesday 16 April 2025 at 10.30 at Rüzgarlıbahçe Mah. Feragat Sk. Energy Plaza No:2 Kat:1 34805 Kavacık-Beykoz / İstanbul
Name Surname / Trade Name:
T.R. ID No / Tax No, Trade Registry and Number and MERSIS number:
For sections 1 and 2 given below, the scope of the representative authority should be determined by selecting one of the (a), (b), or (c) sections.
a) The representative is authorized to vote in accordance with his/her opinion.
b) The representative is authorized to vote per the recommendations of the partnership management.
c) The representative is authorized to vote per the instructions set out in the table below. Instructions:
If option (c) is selected by the shareholder, the instructions specific to the agenda item shall be given by marking one of the options (acceptance or rejection) given opposite the relevant general assembly agenda item and, if the rejection option is selected, by indicating the dissenting opinion, if any, requested to be written in the minutes of the general assembly meeting.
| Agenda Items | Accept | Reject | Dissenting Opinion |
|
|---|---|---|---|---|
| 1 | The Opening and election of the Meeting Chairmanship. | |||
| 2 | Authorization of the Meeting Chairmanship for signing the meeting minutes |
|||
| 3 | Reading, discussing, and approval of the Annual Report for the 01 January 2024-31 December 2024 period prepared by the Company's Board of Directors. |
|||
| 4 | Reading, discussing the Independent Audit Report (Summary Part) for the 01.January 2024-31 December 2024 period, for informing the General Assembly. |
INFORMING ITEM | ||
| 5 | Reading, discussing, and approval of the Financial Statements for the 01.January 2024-31 December 2024 period. |
|||
| 6 | Release of the Board Members individually due to their work in 2024, |
|||
| 7 | Discussing, and approval of the Profit Distribution proposal for 2024 given by Board of Directors. |
|||
| 8 | Determination of remunerations of the Board members. | |||
| 9 | Informing the General Assembly about the share buyback program ended by 15.02.2025 and approval of the transactions regarding this program. |
| 10 | Per the Turkish Commercial Code and the Capital Markets Board regulations, the approval of the Independent Audit Company proposed by the Board of Directors to conduct independent audits in 2025. |
||||
|---|---|---|---|---|---|
| 11 | Informing the General Assembly about the donations and aids made in 2024, determining the upper limit of donations and aids for 2025. |
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| 12 | Informing the shareholders regarding the transactions within the scope of the Corporate Governance Principle numbered 1.3.6 annexed to the Corporate Governance Communiqué of the Capital Markets Board. |
INFORMING ITEM | |||
| 13 | Informing shareholders regarding the income and benefits obtained through guarantees, pledges, mortgages, and sureties issued in favor of third parties in 2024 |
INFORMING ITEM | |||
| 14 | Submitting the authorization of the members of the Board of Directors to carry out business and transactions within the framework of Articles 395 and 396 of the Turkish Commercial Code to the General Assembly for approval. |
||||
| 15 | Wishes and Closing |
2. Specific instructions on other issues that may arise at the General Assembly meeting, and in particular on the exercise of minority rights:
a) The representative is authorized to vote in accordance with his/her opinion.
(b) The representative is not authorized to represent in these matters.
(c) The representative is authorized to vote per the following specific instructions.
SPECIFIC INSTRUCTIONS: Specific instructions to be given to the representative by the shareholder, if any, are indicated here.
B) The shareholder selects one of the following options and specifies the shares that he/she wishes the representative to represent.
a) Issuance and series (2):
b) Number / Group (³):
c) Quantity - Nominal value:
c) Whether there is a voting privilege:
e) Whether it is Bearer - Registered (²)
(e) The ratio to total shares / voting rights owned by the shareholder:
2. I approve all of my shares (which are listed on the list of shareholders who can participate in the general assembly prepared by the CSD on the day before the general assembly meeting) to be represented by a representative.
THE SHAREHOLDER'S (¹);
Name Surname or Title:
T.R. ID No / Tax No, Trade Registry and Number and MERSIS number:
Address:
SIGNATURE:
(¹) For foreign shareholders, it is mandatory to submit the equivalents of the mentioned information, if any.
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