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GALATA WIND ENERJİ A.Ş.

Pre-Annual General Meeting Information Mar 12, 2025

5915_rns_2025-03-12_2152bb9d-8ca2-41fb-9b8d-4acde124b540.pdf

Pre-Annual General Meeting Information

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GALATA WİND ENERJİ A.Ş. FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING

The Ordinary General Assembly of our Company for the accounting period January 1, 2024 - December 31, 2024 will convene on Thursday, 03.04.2025 at 10:00 a.m. at Company located at the Headquarters Burhaniye Mahallesi Kısıklı Caddesi No:65 34676 Üsküdar/İstanbul to discuss and resolve on the items on the agenda.

Pursuant to the provisions of Article 1527 of the meeting Turkish Commercial Code ("TCC") No. 6102 our shareholders, may attend physically or participate and vote electronically, through the Electronic General Assembly System ("e-GEM") of Merkezi Kayıt Kuruluşu A.Ş. ("MKK"). Shareholders or their representatives must have an Electronic Signature Certificate, who wish to attend electronically to the Ordinary General Assembly Meeting.

Our shareholders who wish to attend the Ordinary General Assembly Meeting electronically are required to complete their transactions in accordance with the provisions of the "Regulation on General Assembly Meetings of Joint Stock Companies to be held electronically" published in the Official Gazette dated August 28, 2012 and numbered 28395 and the "Communiqué on the Electronic General Assembly System to be applied in the General Assembly Meetings of Joint Stock Companies" published in the Official Gazette dated August 29, 2012 and numbered 28396. Otherwise, it will not be possible for our shareholders to participate in the General Assembly Meeting electronically. Our shareholders may obtain the necessary information regarding participation in the General Assembly Meeting electronically from MKK and/or MKK's Corporate Website at "www.mkk.com.tr".

Pursuant to Article 415, paragraph 4 of the Turkish Commercial Code No. 6102 and Article 30, paragraph 1 of the Capital Markets Law ("CMB Law"), the right to attend and vote in the general assembly is not conditional upon the deposit of shares. In this context, if our shareholders wish to attend the Ordinary General Assembly Meeting, they do not need to blockage their shares.

Shareholders wishing to attend the Ordinary General Assembly Meeting are required to fulfill the procedures announced to the public by MKK. The Ordinary General Assembly Meeting may be attended by the shareholders whose names appear on the list of attendees created by taking into account the "shareholders list" provided by CRA. The check of whether the persons who physically come to the meeting hall to attend the Ordinary General Assembly Meeting are shareholders or their representatives will be made through the aforementioned list.

In order for our shareholders who cannot attend the meeting in person to exercise their voting rights by proxy, without prejudice to their rights and obligations regarding participation in the Ordinary General Assembly Meeting in electronic media, they should prepare their power of attorney in accordance with the sample below and submit their proxies in accordance with the Capital Markets Board ("CMB") Communiqué II-30.1 "Communiqué on Voting by Proxy and Proxy Solicitation" published in the Official Gazette dated 24.12. 2013 dated 24.12.2013 and numbered 28861 published in the Official Gazette dated 24.12.2013 and numbered 28861, they are required to fulfill the other issues stipulated in the Capital Markets Board ("CMB")CommuniquéII-30.1 "Communiqué on Voting by Proxy and Proxy Solicitation" and submit it to our Company with their signatures notarized. The Sample Proxy Form can also be obtained from our Company's Head Office or our Company' s Corporate Website at www.galatawindenerji.com. If the authorization is made through e-GEM, the name and surname of the proxy (representative) must be included in the list received from CRA. If the authorization is not made through e-GEM, a power of attorney in accordance with the legislation must be submitted. The proxy appointed electronically through e-GEM is not required to submit a power of attorney document. Power

of attorneys that do not comply with the attached power of attorney sample, which is required by the CMB Communiqué II-30.1, will not be accepted due to our legal liability.

The Ordinary General Assembly Meeting will be open to the public, including stakeholders, without the right to speak.

In the Ordinary General Assembly Meeting, without prejudice to the provisions regarding voting by electronic voting method, open voting method by raising hands will be used for voting on the agenda items.

Pursuant to the Law No. 6698 on the Protection of Personal Data, detailed information regarding the processing of your personal data by our Company can be found in the Policy on the Protection and Processing of Personal Data, which has been shared with the public on our corporate website www.galatawindenerji.com.

Pursuant to the Capital Markets Law, shareholders will not be notified by registered mail for the shares that are registered and traded on the stock exchange.

January 1, 2024 - December 31, 2024 fiscal period, Board of Directors' Annual Report, Financial Statements and Footnotes (together "Financial Report"), Independent Audit Firm's Opinion, Board of Directors' proposal on Dividend Distribution, Corporate Governance Principles Compliance Report, Company Policies, Information on Independent Board of Directors candidates, General Assembly Information Document, General Assembly Meeting Attendance Procedure and Power of Attorney Form and information notes containing the necessary explanations within the scope of CMB's Corporate Governance Communiqué II-17. 1 Corporate Governance Communiqué of the CMB, will be made available for the review of our shareholders three weeks prior to the meeting at our Company Headquarters, on our Corporate Website at www.galatawindenerji.com and on e-GEM.

We submit for the information of our esteemed shareholders.

Sincerely,

GALATA WİND ENERJİ A.Ş. BOARD OF DIRECTORS

GALATA WİND ENERJİ A.Ş.

DATED 03.04.2025

AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING

  • 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.

POWER OF ATTORNEY GALATA WİND ENERJİ A.Ş.

At the Ordinary General Assembly Meeting of Galata Wind Enerji A.Ş. to be held at Burhaniye Mahallesi Kısıklı Caddesi No:65 34676 Üsküdar/İstanbul on Thursday, 03.04.2025, at 10:00 a.m. for the accounting period of January 1, 2024 - December 31, 2024, I have appointed ....................................., who is described in detail below, as my proxy to be authorized to represent me, to vote, to make proposals and to sign the necessary documents in line with the opinions I have expressed below.

Attorney(*);

Name Surname/Title of Trade:

TR Identity No/Tax No, Trade Registry and Number and MERSIS number:

(*) For foreign proxies, the equivalent of the aforementioned information, if any, must be submitted.

A) SCOPE OF THE AUTHORIZATION OF REPRESENTATION

The scope of representation authority should be determined by selecting one of the options (a), (b) or (c) for sections 1 and 2 below.

1. About the Issues on the Agenda of the General Assembly;

a) The proxy is authorized to vote in accordance with his/her own opinion.

  • b) The proxy is authorized to vote in line with the suggestions of the partnership management.
  • c) The proxy is authorized to vote in accordance with the instructions specified 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 given opposite the relevant general assembly agenda item (acceptance or rejection) 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 (* Dissenting
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
and
action
plan,
sustainability strategy
without submitting the
matter to a vote at the
General Assembly.

There is no voting on information items.

If the minority has a separate draft resolution, this shall also be indicated separately to ensure proxy voting

2. Special instructions on other matters that may arise at the General Assembly meeting and in particular on the exercise of minority rights:

  • a) The proxy is authorized to vote in accordance with his/her own opinion.
  • b) The attorney is not authorized to represent in these matters.
  • c) The proxy is authorized to vote in accordance with the following special instructions.

SPECIAL INSTRUCTIONS; If any, special instructions to be given by the shareholder to the proxy shall be specified here.

B) The shareholder chooses one of the following options and indicates the shares he/she wants the proxy to represent.

1. I approve the representation of my shares detailed below by proxy.

  • a) Order and series:*
  • b) Number/Group:**
  • c) Quantity-Nominal value:
  • d) Whether it has voting privileges:
  • e) Bearer-Registered to: *
  • f) Proportion of total shares/voting rights held by the shareholder:

(*)This information is not requested for dematerialized shares.

(**)For dematerialized shares, information regarding the group, if any, will be given instead of the number.

2. I hereby approve the representation by proxy of all of my shares included in the list of shareholders who can attend the general assembly prepared by the CRA one day before the general assembly date.

FULL NAME or TITLE OF SHAREHOLDER

TR Identity Number/Tax No,

Trade Registry and Number and MERSIS number:

Address:

(*) For foreign shareholders, the equivalent of the aforementioned information, if any, must be submitted.

SIGNATURE

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