Pre-Annual General Meeting Information • Mar 12, 2025
Pre-Annual General Meeting Information
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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
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
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.
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) The proxy is authorized to vote in accordance with his/her own opinion.
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. |
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|---|---|---|---|
| 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
SPECIAL INSTRUCTIONS; If any, special instructions to be given by the shareholder to the proxy shall be specified here.
(*)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.
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.
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