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GALATA WIND ENERJİ A.Ş.

AGM Information Mar 12, 2025

5915_rns_2025-03-12_d6942501-5103-40a4-a742-716f6107b9b9.html

AGM Information

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Summary Info Galata Wind Annual General Assembly Meeting Call
Update Notification Flag No
Correction Notification Flag No
Postponed Notification Flag No

General Assembly Invitation

General Assembly Type Annual
Begining of The Fiscal Period 01.01.2024
Ending Date Of The Fiscal Period 31.12.2024
Decision Date 10.03.2025
General Assembly Date 03.04.2025
General Assembly Time 10:00
Record Date (Deadline For Participation In The General Assembly) 02.04.2025
Country Turkey
City İSTANBUL
District ÜSKÜDAR
Address Galata Wind Enerji AS Şirket Merkezi, Burhaniye Mahallesi Kısıklı Caddesi No:65 34676 Üsküdar/İstanbul

Agenda Items

1 - Opening and formation of the Meeting Chairmanship and authorization of the Meeting Chairmanship to sign the Meeting Minutes.

2 - Reading, discussion and approval of the Board of Directors' Annual Report for the fiscal period January 1, 2024 - December 31, 2024.

3 - Reading the Summary of the Independent Audit Report for the accounting period January 1, 2024 - December 31, 2024, without being submitted to the General Assembly for voting and resolution.

4 - Reading, discussion and approval of the Financial Statements for the January 1, 2024 - December 31, 2024 accounting period.

5 - Separate release of the Board Members and executives for their activities, transactions and accounts for the accounting period January 1, 2024 - December 31, 2024.

6 - Reading, discussing and submitting for approval the proposal of the Board of Directors regarding dividend distribution for the accounting period January 1, 2024 - December 31, 2024.

7 - Determination of the number and term of office of the members of the Board of Directors and election of the members of the Board of Directors to serve for the period to be determined.

8 - Informing the shareholders about the payments made within the scope of the Remuneration Policy in force for the members of the Board of Directors and the executives with administrative responsibilities, without being put to vote at the General Assembly.

9 - Determination of the remuneration to be paid to the Members of the Board of Directors during their term of office.

10 - Discussion and approval of the Board of Directors' proposal regarding the selection of an Independent Audit Firm within the framework of the Turkish Commercial Code and Capital Markets Board regulations.

11 - Discussing and submitting for approval the proposal of the Board of Directors regarding the selection of a Sustainability Auditor within the framework of the Turkish Commercial Code, Sustainability Audit Regulation and relevant legislation.

12 - Discussing and submitting for approval the proposal of the Board of Directors to determine the upper limit for aids and donations to be made until the Ordinary General Assembly Meeting where the activities and accounts for the accounting period January 1, 2025 - December 31, 2025 will be discussed and authorizing the Board of Directors in accordance with the Company's Articles of Association and the proposal of the Board of Directors.

13 - Discussing and submitting for approval the issue of authorizing the Board of Directors to issue capital market instruments (including warrants) expressing indebtedness up to the amount permitted by the Turkish Commercial Code, Capital Markets Law, Capital Markets Legislation and related legislation with the permission of the Capital Markets Board and determining the time and conditions of issuance until the Ordinary General Assembly Meeting where the activities and accounts for the accounting period 1 January 2025 - 31 December 2025 will be discussed.

14 - Discussion and approval of authorizing the Board of Directors to grant advance dividend up to the amount permitted by the Turkish Commercial Code, Capital Markets Law, Capital Markets Legislation and related legislation within the framework of the Company's Articles of Association, and authorizing the Board of Directors to determine the time and conditions thereof, and in the event of insufficient profit or loss at the end of the relevant accounting period, the advance dividend to be distributed shall be set off against the resources that can be subject to dividend distribution in the annual financial statement for the relevant accounting period.

15 - Submitting the authorization of the members of the Board of Directors to perform the transactions and operations specified in Articles 395 and 396 of the Turkish Commercial Code to the approval of the shareholders.

16 - Informing the shareholders, without submitting the matter to a vote at the General Assembly, about the transactions carried out within the scope of the shareholders holding the management control, members of the Board of Directors, executives with administrative responsibility, and their spouses and relatives by blood or marriage up to second degree, engaging in a significant transaction that may cause a conflict of interest with the Company or its subsidiaries, and/or engaging in a commercial business transaction that falls within the scope of the Company's or its subsidiaries' field of activity on their own behalf or on behalf of others, or entering into another partnership engaged in the same type of commercial business as a partner with unlimited liability.

17 - Informing the shareholders about the amounts and beneficiaries of donations and aids made by the Company during the accounting period January 1, 2024 - December 31, 2024 within the scope of Capital Markets Legislation and related regulations, without being put to vote at the General Assembly.

18 - Informing the shareholders about the guarantees, pledges, mortgages, mortgages and sureties given in favor of third parties and that no income and benefits have been provided without being put to vote at the General Assembly.

19 - Informing the shareholders about the Company's current sustainability strategy and action plan, without submitting the matter to a vote at the General Assembly.

Corporate Actions Involved In Agenda

Dividend Payment

General Assembly Invitation Documents

Appendix: 1 1 - GK İlan Metni.pdf - Announcement Document
Appendix: 2 1 - GW AGM Call 2025.pdf - Announcement Document
Appendix: 3 2 - Genel Kurul Bilgilendirme Dokumani_2024.pdf - General Assembly Informing Document
Appendix: 4 2 - GW AGM Information Document 2025.pdf - General Assembly Informing Document
Appendix: 5 3 - TTSG_Ilan.pdf - Other Invitation Document

Additional Explanations

The Annual General Meeting of our Company for the accounting period from January 1, 2024 to December 31, 2024 will convene on Thursday, April 03, 2025 at 10:00 a.m. at the Company Headquarters located at Burhaniye Mahallesi, Kısıklı Caddesi, No:65, Üsküdar/İstanbul to discuss and pass resolutions on the items on the agenda. The text of the notice convening the Ordinary General Meeting of Shareholders, including the agenda and a sample power of attorney, has been published in the Turkish Trade Registry Gazette dated March 12, 2025 and is also attached to this notice. Information and documents related to the Annual General Meeting are also available on our corporate website at www.galatawindenerji.com.

This statement has been translated into English for informational purposes. In the event of any discrepancy between the Turkish and English versions of this disclosure statement, the Turkish version shall prevail.

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