Pre-Annual General Meeting Information • Mar 17, 2025
Pre-Annual General Meeting Information
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Our Company shall hold the Ordinary General Assembly Meeting for 2024 on 10 April 2025 at 11:00 at Junior Ballroom of the Hotel Conrad İstanbul Bosphorus located at the address of Cihannüma Mahallesi, Saray Caddesi No: 5 Beşiktaş, İstanbul, in order to discuss and resolve on the agenda items provided below.
Our shareholders who shall not be able to attend the meeting in person are required to issue a power of attorney in conformity with sample power of attorney available in the annex hereto, or obtain it from the corporate head office in Gümüşsuyu, Miralay Şefik Bey Sokak, Akhan, No: 15, K: 3-4, Beyoğlu, İstanbul or corporate website at www.akenerji.com and also to fulfil such requirements that are listed in the Communiqué on Voting by Attorneys and Calls for Gathering of Proxies (the "Communiqué") No. (II-30.1) of the Capital Market Board, published in the Official Gazette No. 28862 dated 24.12.2013. The representation by a proxy at the General Assembly Meeting shall only be possible through the utilization of the sample power of attorney available in the annex hereto. In case of appointment of an attorney via the Electronic General Assembly System ("EGAS") in accordance with applicable regulations of the Central Registry Agency ("CRA"), then the utilization of the power of attorney available in the annex shall not be required provided that it must conform to the principles determined in the Communiqué. Shareholders having the right to vote may appoint their attorneys by having approval for the signature available on the power of attorney issued physically or via EGAS, or by attaching a signature declaration issued before a notary public to the signed power of attorney form.
Pursuant to Article 1527 of the Turkish Commercial Code No. 6102, our shareholders may attend the General Assembly Meetings in person, or may also attend through electronic media and cast their votes as such. Attendance through electronic media shall only be possible with the use of secured electronic signatures of the shareholders or representatives. The shareholders casting votes through the EGAS must thus first obtain a secured electronic signature and be registered in the e-INVESTOR investor information center. The shareholders or representatives who are not registered in e-INVESTOR investor information center, or who do not have any secured electronic signatures cannot attend General Assembly Meetings through electronic media via EGAS.
The shareholders or their attorneys intending to attend the General Assembly Meeting through electronic media shall be required to complete necessary formalities laid down in the "Regulation on General Assembly Meetings of Joint Stock Companies to be held via Electronic Means" as published in the Official Gazette No. 28395 dated 28.08.2012 as well as in the "Communique on Electronic General Assembly System to be applied to General Assembly Meetings of Joint Stock Companies" as published in the Official Gazette No. 28396 dated 29.08.2012. Otherwise they will not be able to attend the meeting.
Since the general assembly meeting shall be held in electronic media, it is kindly requested that our shareholders to be ready at the venue before the meeting time, so that the meeting can start in time.
The Integrated Annual Report of the Board of Directors for 2024 which has been prepared in line with the provisions of the applicable regulations of the Capital Market Board and Turkish Ministry of Trade as well as the Independent Audit Report, Financial Statements, Proposal on Distribution of Dividends and Information Document comprised of the necessary remarks and documents related to the agenda items within the framework of mandatory Corporate Governance Principles shall be made available to our Shareholders for their review in our corporate head office, Uluabat Branch Office located at Akçalar Fadıllı Köyü Yolu, 5. Km, Nilüfer, Bursa, Bandırma Branch Office located at Edincik Beldesi, Aldede-Deliklitaş Mevkii, Bandırma, Balıkesir, Burç Branch Office located at Besni İlçesi, Aşağı Ağzı Köyü, Burç Mahallesi, Adıyaman, Feke-I Branch Office located at Sülemişli Mah., Sülemişli Küme Evler, No: 33, Feke, Adana, Feke-II Branch Office located at Kısacıklı Mah., Alıçlı Küme Evler No: 14 Feke, Adana, Gökkaya Branch Office located at Himmetli Mah. Kazaklı Küme Evler No: 73, Saimbeyli, Adana, Himmetli Branch Office located at Kovuk Çınar Mahallesi Kiraz Küme Evler No:73, Feke, Adana, Bulam Branch Office located at Doğanlı Köyü Mevkii, Merkez, Adıyaman and Erzin Branch Office located at Aşağıburnaz Mah. 2202 Sok. No:7/20 İc Kapı No:1, Erzin, Hatay, on the electronic general assembly portal of CRA, on the corporate website (www.akenerji.com) of our Company and on the Public Disclosure Platform ("PDP") (www.kap.gov.tr) 3 weeks prior to the meeting date excluding the announcement and meeting days, within the legally required period.
Kindly announced to our Shareholders. Sincerely yours, AKENERJİ ELEKTRİK ÜRETİM ANONİM ŞİRKETİ
I/We hereby appoint ………………… described in detail herein as my/our proxy authorized to represent me/our Company, to cast vote, to make proposal and to sign the necessary documents in the direction of the opinions I/we specify herein at the Ordinary General Assembly Meeting of AKENERJİ ELEKTRİK ÜRETİM ANONİM ŞİRKETİ for the year 2024 to be held on 10.04.2025 at 11:00 at Junior Ballroom of the Hotel Conrad İstanbul Bosphorus located at the address of Cihannüma Mahallesi, Saray Caddesi No: 5 Beşiktaş, İstanbul.
Of the Proxy (*):
Name-Surname / Trade Name:
TR Identification No./ Tax No., Trade Registry and Number and Central Registration System Number: (*)Equivalent of the said information, if any, should be presented for the foreign national proxies.
a) The Proxy is authorized to cast vote in the direction of his/her opinion;
b) The Proxy is authorized to cast vote in the direction of the proposals of the partnership management;
c) The Proxy is authorized to cast vote in the direction of the instruction specified in the Table herein.
In the case where the alternative (c) is selected by the shareholder, the instructions regarding the agenda item shall be given by making one of the alternatives given opposite to the agenda item (yes or no) and in the case where the alternative of "no" is selected, by specifying the dissenting opinion in the minutes of the general assembly.
| Agenda Items (*) | Yes | No | Dissenting Opinion | |
|---|---|---|---|---|
| 1. | Opening of the meeting and forming of the chairmanship of the meeting. |
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| 2. | Presenting and negotiating the Annual Report of the Board of Directors for the year of 2024. |
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| 3. | Presenting the Independent Auditor Report for the year of 2024. |
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| 4. | Presenting, negotiating and polling of the Financial Statements of 2024. |
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| 5. | Releasing the members of the Board of Directors for their activities within 2024. |
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| 6. | Determining the usage of profit and the dividend rate to be distributed. |
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| 7. | Determining the remuneration of members of the Board of Directors and Independent Members of the Board of Directors. |
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| 8. | Determination of the number of the members of the Board of Directors and their term of office, election in compliance with the determined number Members of the Board of Directors and Independent Members of the Board of Directors. |
| 9. | Approving the election of the Independent Audit Firm pursuant to related resolution of the Board of Directors, in accordance with the relevant provisions of Turkish Commercial Code, "Communique on Independent Auditing Standards in Capital Markets" Serial: X, No:28 of Capital Markets Board and "Decision of Energy Market Regulatory Authority on Auditing of Real Persons and Legal Entities Displaying Activity in Energy Market" dated 03.03.2015 and numbered 5507. |
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|---|---|---|---|
| 10. | Giving information to the General Assembly within the concept of the Corporate |
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| Governance Principles of Capital Markets |
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| Board, in case that the shareholders holding management power, the members of the |
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| Board of Directors, executive managers and | |||
| blood and marital relatives up to second | |||
| degree made transactions, which may result | |||
| in conflict of interest among the Company or | |||
| its subsidiaries; did business which falls into | |||
| the scope of the Company or its subsidiaries in its name or other's name, and had |
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| shareholding with unlimited responsibility. | |||
| 11. | Giving authorization to the members of the | ||
| Board of Directors under the provisions of |
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| Articles 395 and 396 of the Turkish |
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| Commercial Code. | |||
| 12. | Informing the General Assembly in |
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| accordance with the Capital Markets legislation about the donations and aids |
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| made by our Company within the year of | |||
| 2024. | |||
| 13. | Informing the General Assembly under | ||
| Article 12 of Corporate Governance |
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| Principles of Capital Markets Board, about | |||
| the securities, pledges, mortgages and sureties provided for the benefit of the third |
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| parties and the income or benefits that the | |||
| Company retained as a result within the | |||
| year of 2024. | |||
| 14. | Wishes and Requests. | ||
(*)The agenda items of the General Assembly shall be enumerated one by one. If there is a draft resolution of the minority, this shall also be specified in order to ensure voting by proxy.
SPECIAL INSTRUCTIONS: The special instructions to be given by the shareholder to the proxy, if any, shall be specified herein.
** An information shall be given regarding the group, if any, instead of number for the shares monitored through registration.
2. I approve the representation of all the shares I have as included in the list prepared by the Central Registry Agency regarding the shareholders who may participate in the General Assembly by the proxy one day prior to the date of the General Assembly.
NAME-SURNAME or TITLE OF THE SHAREHOLDER (*)
TR Identification No./ Tax No., Trade Registry and Number and Central Registration System Number:
Address:
SIGNATURE
(*)Equivalent of the said information, if any, should be presented for the foreign national proxies.
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