AGM Information • Mar 12, 2025
AGM Information
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The Ordinary General Assembly Meeting of our Company for the accounting period January 1, 2024 - December 31, 2024 will be held on Thursday, 03.04.2025 at 10:00 a.m. at the Company Headquarters located at Burhaniye Mahallesi Kısıklı Caddesi No:65 34676 Üsküdar/İstanbul to discuss and resolve on the items on the agenda.
January 1, 2024 - December 31, 2024 Annual Report of the Board of Directors, Financial Statements and Footnotes (together "Financial Report"), Independent Audit Firm's Opinion, Board of Directors' proposal on Dividend Distribution, Corporate Governance Principles Compliance Report, Information on Independent Board of Directors candidates, General Assembly Information Document, Procedure for Attendance to the General Assembly Meeting and Power of Attorney Form, and explanations required under the Capital Markets Board ("CMB") Communiqué II-17. 1 Corporate Governance Communiqué of the Capital Markets Board ("CMB"), will be made available for the review of our shareholders three weeks prior to the meeting at our Company's Head Office, our Corporate Website at www.galatawindenerji.com and e-GEM.
Pursuant to the provisions of Article 1527 of the Turkish Commercial Code No. 6102 ("TCC"), our shareholders may physically attend the meeting or participate and vote electronically through the Electronic General Assembly System ("e-GEM") of Merkezi Kayıt Kuruluşu A.Ş. ("MKK"). Our shareholders or their representatives who wish to attend the Ordinary General Assembly Meeting electronically are required to have an Electronic Signature Certificate.
Our shareholders who wish to attend the Ordinary General Assembly Meeting electronically must 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 them to participate in the Ordinary 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 website at www.mkk.com.tr.
Pursuant to Article 415, paragraph 4 of the TCC No. 6102 and Article 30, paragraph 1 of the Capital Markets Law ("CMB Law"), the right to attend and vote at the General Assembly is not conditional upon the deposit of shares. Accordingly, if our shareholders wish to attend the Ordinary General Assembly Meeting, they do not need to block their shares.
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 the Central Registry Agency. 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 physically attend the Ordinary General Assembly Meeting to exercise their voting rights by proxy, provided that the rights and obligations of the shareholders who will participate by electronic method are reserved, they must arrange their power of attorney in the appropriate manner and submit their power of attorney dated 24.12. 2 fulfill the other requirements stipulated in the CMB Communiqué II-30.1 "Communiqué on Voting by Proxy and Proxy Solicitation", which entered into force after being published in the Official Gazette dated 2013 and numbered 28861, and submit it to our Company with a notarized signature. A copy of the Proxy Form can be obtained from our Company's Head Office or www.galatawindenerji.com.
It can also be obtained from the Corporate Website at the address. 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 sample power of attorney required by the CMB Communiqué II-30.1 and attached hereto (Annex 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.
Of the additional disclosures required to be made pursuant to the Capital Markets Board's Corporate Governance Communiqué No. II-17.1, those related to the agenda items are made in the relevant agenda item below, and other mandatory general disclosures are presented for the information of shareholders in this section.
| Trade Name / Surname of the Partner | Share in Capital (Turkish Lira) |
Share in Capital (%) |
|---|---|---|
| Doğan Şirketler Grubu Holding A.Ş. | 377.999.963,73. | 70,00 |
| Part Traded on Borsa Istanbul A.Ş. | 162.000.036,27. | 30,00 |
540.000.000 units
540.000.000 units
N/A
There are no changes in the management and activities of our Company and its subsidiaries that took place in the previous accounting period or planned for the future accounting periods that would significantly affect the activities of our Company. Material event disclosures made by our Company within the scope of the relevant legislation can be accessed at http://www.kap.gov.tr.
2.3.If the agenda of the general shareholders' meeting includes the dismissal, replacement or election of board members, the grounds for dismissal and replacement, the backgrounds of the persons whose candidacy for board membership has been submitted to the partnership, the duties they have carried out in the last ten years and the reasons for their departure, the nature and materiality level of their relationship with the partnership and its related parties, whether they have the qualifications of independence, and information on similar issues that may affect the activities of the partnership in case these persons are elected as board members
Election of board members is included in the agenda of the general assembly meeting. There has been no dismissal or replacement of board members during the accounting period. The resumes of the independent board member candidates are given in Annex 2.
Information on the requests submitted in writing by the shareholders of the Incorporation to the Investor Relations Department regarding the placement of items on the agenda, and in cases where the Board of Directors does not accept the agenda proposals of the shareholders, the rejected proposals and the reasons for rejection are presented below:
For the Ordinary General Assembly Meeting, where the activities of the 2024 accounting period will be discussed, there were no written requests submitted by the shareholders to the Investor Relations Department during the period regarding the inclusion of items on the agenda.
Our explanations regarding the General Assembly Agenda are given below;
1. Opening and formation of the Meeting Chairmanship and authorization of the Meeting Chairmanship to sign the Meeting Minutes.
Justification: In accordance with the provisions of the Turkish Commercial Code ("TCC") and the Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Regulation on the Representatives of the Ministry of Customs and Trade to be Present at these Meetings ("Regulation"), the chairman and committee (Meeting Presidency) will be elected to manage the General Assembly. The General Assembly will authorize the Meeting Chairmanship to sign the minutes of the General Assembly.
2. Reading, discussion and approval of the Board of Directors' Annual Report for the fiscal period January 1, 2024 - December 31, 2024.
Justification: In accordance with the provisions of the Turkish Commercial Code and the Regulation, the Annual Report of the Board of Directors for the accounting period January 1, 2024 - December 31, 2024 will be read, opened for discussion and submitted for approval at the General Assembly (These documents can be accessed at the Company Headquarters, the Company 's Corporate Website at www.galatawindenerji.com, the Public Disclosure Platform ("KAP")(www.kap.org.tr) and the Electronic General Assembly System ("e-GEM") of Merkezi Kayıt Kuruluşu A.Ş. ("MKK")).
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.
Justification: In accordance with the provisions of the TCC Regulation, the Summary of the Independent Audit Firm's Report for the fiscal period from January 1, 2024, to December 31, 2024, will be read at the General Assembly. The relevant documents can be accessed from the Company Headquarters, the Corporate Website of the Company at www.galatawindenerji.com, the Public Disclosure Platform (KAP) at www.kap.org.tr, and the Central Registry Agency's (MKK) e-GKS system.
4. Reading, discussion and approval of the Financial Statements for the January 1, 2024 - December 31, 2024 accounting period.
Justification: In accordance with the provisions of the Turkish Commercial Code and the Regulation, the Financial Statements for the accounting period January 1, 2024 - December 31, 2024 will be read, opened for discussion and submitted for approval at the General Assembly (These documents can be accessed from the Company Headquarters, the Company's Corporate Website at www.galatawindenerji.com, PDP(www.kap.org.tr) and MKK's e-GEM).
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.
Justification: In accordance with the provisions of the TCC and the Regulation, the release of the Board of Directors and Company Executives for the activities, transactions and accounts for the accounting period January 1, 2024 - December 31, 2024 will be submitted to the approval of the General Assembly.
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.
Justification: By the resolution dated March 12, 2025, numbered 2025/06, our Board of Directors has resolved as follows:
Following discussions, and taking into account the relevant provisions of the Turkish Commercial Code ("TCC"), Capital Markets Legislation, the regulations of the Capital Markets Board ("CMB"), Corporate Tax Law, Income Tax Law, and other applicable legislation, as well as the relevant provisions of the Company's Articles of Association, the Company's Profit Distribution Policy, and the Capital Markets Board's resolution dated March 7, 2024 (published in the CMB Bulletin No. 2024/14, Resolution No. 14/382), the following determinations and decisions were made:
Pursuant to CMB's Communiqué II-14.1 on Principles Regarding Financial Reporting in Capital Markets and in accordance with Turkish Accounting Standards ("TAS") and Turkish Financial Reporting Standards ("TFRS"), as published by the Public Oversight, Accounting, and Auditing Standards Authority ("POA"), the consolidated financial statements for the fiscal period from January 1, 2024, to December 31, 2024, which were prepared in compliance with the 2024 TFRS Taxonomy approved by the POA on July 4, 2024, and audited by an independent auditor, reflect a "Net Profit for the Period" of TRY 834,410,071 after considering the Deferred Tax Expense and Current Tax Expense. After deducting General Legal Reserves of TRY 20,124,817.28, as required under Article 519(1) of the TCC, and adding donations made in 2024 totaling TRY 19,698,495, the Net Distributable Profit for the Period for the fiscal year 2024 amounts to TRY 833,983,748.72.
According to the financial statements prepared under Tax Legislation, as a result of the inflation adjustment applied to the balance sheet as of December 31, 2024, the "Retained Earnings/(Losses)" account, which includes the current year's profit of TRY 402,496,345.67, reflects a negative balance of TRY 2,495,886,015.47. The negative balance of TRY 2,495,886,015.47 is offset by the Inflation Adjustment Differences related to Equity Accounts. Accordingly, in the financial statements prepared under the Tax Procedure Law ("VUK"), the Net Profit for the Period is TRY 402,496,345.67.
Based on the Legal Accounting Records maintained in accordance with Tax Legislation and the Uniform Chart of Accounts ("General Communiqué on Accounting System Implementation") issued by the Ministry of Treasury and Finance, after deducting the "Current Tax Expense", the Net Profit for the Period for the fiscal year 2024 is TRY 402,496,345.67. After deducting General Legal Reserves of TRY 20,124,817.28, in accordance with Article 519(1) of the TCC, the Net Distributable Profit for the Period amounts to TRY 382,371,528.39.
Accordingly, it has been resolved that:
The Legal Accounting Records for the fiscal year January 1, 2024 – December 31, 2024 shall be taken as the basis for the profit distribution,
From the Net Distributable Profit for the Period of TRY 382,371,528.39, recorded in the Legal Accounting Records, a first dividend amounting to TRY 27,000,000.00 (equal to 5% of the issued capital) shall be distributed,
In accordance with Article 519(2)(c) of the TCC, an additional General Legal Reserve of TRY 35,537,152.84 shall be allocated, followed by the distribution of a second dividend of TRY 144,000,000.00,
In this framework, subject to the applicable rounding rules of the Central Securities Depository (Merkezi Kayıt Kuruluşu A.Ş.) at the time of the dividend distribution, a total gross dividend of TRY 171,000,000.00 (corresponding to 31.67% of the issued capital) shall be distributed, with a net cash dividend of TRY 145,350,000.00. The dividend distribution shall commence no later than December 31, 2025,
In accordance with the regulations of the CMB and POA, after allocating the statutory and special reserves required under TAS and TFRS, the undistributed portion of TRY 607,748,100.88 from the consolidated financial statements shall be transferred to the "Retained Earnings/(Losses)" account,
Similarly, after the allocation of the statutory reserves required under the Legal Accounting Records, the undistributed portion of TRY 175,834,375.55 shall be transferred to the "Retained Earnings/(Losses)" account,
These matters shall be submitted for approval at the General Assembly Meeting.
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.
Justification: In accordance with the provisions of the Turkish Commercial Code and the Regulation of the Ministry of Customs and Trade, the General Assembly will elect the members of the Board of Directors.
According to Article 9 of the Articles of Association;
"The Company shall be managed and represented by a Board of Directors consisting of at least 6 (six) and at most 12 (twelve) members to be elected by the General Assembly in accordance with the provisions of the Turkish Commercial Code, Capital Markets Legislation and other relevant legislation and these Articles of Association.
The ratio or number of members of the Board of Directors determined in accordance with the regulations of the Capital Markets Board on corporate governance shall be elected among the candidates who have the qualifications of independent members. The provisions of the Capital Markets Law, Capital Markets Board regulations and other relevant legislation in force shall be complied with in the determination, nomination, number and qualifications, election, dismissal and/or resignation of independent Board member candidates.
It is essential that the members of the Board of Directors are elected from among persons who have basic knowledge of the legal principles governing the transactions and disposals related to the Company's field of activity, who are trained and experienced in the management of the Company, who have the ability to analyze financial statements and reports, and who preferably have higher education.
Members of the Board of Directors are elected for a minimum of one year and a maximum of three years. The members of the Board of Directors shall hold office until their replacements are elected. It is permissible for the members whose term expires to be re-elected. The General Assembly may change the members of the Board of Directors at any time if deemed necessary.
In the event of a vacancy in the membership of the Board of Directors for any reason whatsoever during the term of office, the Board of Directors shall appoint a new member who possesses the necessary qualifications within the scope of this article. This appointment shall be submitted for approval at the first General Assembly meeting to be held and, if approved, the new member of the Board of Directors shall complete the remaining term of office of his/her predecessor.
A legal entity that is a member of the Board of Directors may change the person registered in its name at any time.
Our Company's Board Members were elected for a one-year term at the Ordinary General Assembly Meeting held on April 18, 2024, concerning the Company's activities for the year 2023. In this regard, the election of board members will also take place at the Ordinary General Assembly Meeting scheduled for April 3, 2025.
The nomination and election of our Independent Board Members are carried out in accordance with the regulations set forth in the Capital Markets Board's (CMB) Communiqué on Corporate Governance (II-17.1). Based on the evaluations conducted by our Nomination (Corporate Governance) Committee, the resumes and independence declarations of candidates who meet the independence criteria outlined in the CMB's Communiqué on Corporate Governance (II-17.1) are provided in Annex/2.
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.
Justification: Pursuant to the CMB's Corporate Governance Communiqué, the General Assembly will be informed about the payments made within the scope of the "Remuneration Policy" (Annex 3) determined for the members of the Board of Directors and senior executives.
9. Determination of the remuneration to be paid to the Members of the Board of Directors during their term of office.
Justification: In line with the provisions of the Turkish Commercial Code and the Regulation of the Ministry of Customs and Trade, the fees to be paid to the Board Members will be determined.
According to Article 9 of the Articles of Association;
Decisions regarding the payment of attendance fees, salaries, annual dividends, bonuses and premiums to the members of the Board of Directors shall be taken by the General Assembly. The financial rights of the members of the Board of Directors may be differentiated depending on their duties, authorities and responsibilities in the Board of Directors.
In determining the financial rights to be provided to the independent members of the Board of Directors, the provisions of the Capital Markets Law, Capital Markets Board regulations and other relevant legislation in force shall be complied with. The General Assembly determines whether any remuneration will be paid to the chairman and members of the committees due to their duties in the committees, and if so, the amount and conditions thereof. The "remuneration policy" regarding the financial rights to be provided to the members of the Board of Directors and senior executives of the Company and disclosed to the public on the corporate website of the Company is submitted to the information of the shareholders at the General Assembly as a separate agenda item."
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.
Justification: In accordance with the Turkish Commercial Code and the Capital Markets Law and related legislation, the selection of the Independent Audit Firm made by the Board of Directors will be submitted to the approval of the General Assembly.
Our Board of Directors, at its meeting dated 12.03.2025 and numbered 2025/07 with the approval of the Audit Committee, it has been resolved to appoint DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (A member firm of Deloitte) as the independent audit firm for the independent audit of the financial reports of our Company for the fiscal year 2025 and for the fulfillment of other related activities in accordance with the principles determined in accordance with the Turkish Commercial Code, the Capital Markets Law and the Decree Law No. 660 and the secondary legislation in force within this scope, and to submit the appointment to the approval of the General Assembly.
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.
Justification: Our Board of Directors, at its meeting dated 12.03.2025 and numbered 2025/07 with the approval of the Audit Committee, it has been resolved to appoint DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (A member firm of Deloitte) as the independent audit firm for the assurance audit of other selected sustainability-related information, including the assurance audit of the sustainability reports for the years 2024 and 2025 to be prepared in accordance with the Turkish Commercial Code and the Turkish Sustainability Reporting Standards published by the Public Oversight, Accounting and Auditing Standards Authority, and to submit the appointment to the approval of the General Assembly.
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.
Justification: According to Article 3, paragraph (j) of the Articles of Association;
The Company may make all kinds of donations and grants in a manner that will not hinder its purpose and subject matter, provided that such donations and grants are not contrary to the regulations of the Capital Markets Law on disguised profit transfer, necessary material event disclosures are made and the donations made during the year are submitted to the approval of the shareholders at the General Assembly.
According to Article 22 of the Articles of Association;
The upper limit of donations and aids to be made by the Company within an accounting period is determined by the General Assembly. Donations cannot be made in excess of the limit set by the General Assembly and the donations made are added to the distributable profit base. It is obligatory that the donations made by the Company do not contradict the regulations of the Capital Markets Law on disguised profit transfer, the Turkish Commercial Code and other relevant legislation, that the necessary material event disclosures are made and that the donations made during the year are presented to the shareholders at the General Assembly."
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.
Justification: In order to be able to act swiftly when necessary and to ensure that our capital structure is managed effectively and efficiently, the use of alternative financing methods may always be on the agenda.
In this respect, although no decision has been taken as of the current situation, it is submitted to the approval of the General Assembly to authorize the Board of Directors to issue capital market instruments expressing indebtedness up to the amount permitted by the TCC, CMB and additional legislation with the permission of the CMB within the framework of Article 21 of the Articles of Association in 2025 and to determine the conditions of issuance.
If the agenda item is approved by the General Assembly, the Company's mobility in obtaining financing will increase.
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.
Justification: According to Article 15 of the Articles of Association;
"The Board of Directors may distribute advance dividend provided that it is authorized by the General Assembly and complies with the provisions of the relevant articles of the Capital Markets Law and the relevant regulations of the Capital Markets Board. The provisions of the relevant legislation shall be complied with in the calculation and distribution of the advance dividend amount."
The authorization of the Board of Directors to grant advance dividend payments up to the amount permitted by the Turkish Commercial Code, Capital Markets Law, Capital Markets Legislation and related legislation and to determine the time and conditions thereof is submitted to the approval of the shareholders.
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.
Justification: The issue of authorizing the members of the board of directors to carry out the activities listed in Article 395 of the TCC entitled "Prohibition of Transactions with the Company and Borrowing Money from the Company" and Article 396 entitled "Prohibition of Competition" will be submitted 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.
Justification In accordance with the CMB's Corporate Governance Communiqué (II-17.1), shareholders are required to be informed about any material transaction that may lead to a conflict of interest between the Company or its subsidiaries and shareholders who control the management, members of the Board of Directors, executives with administrative responsibilities, and their spouses and blood relatives and relatives by marriage up to second degree, and/or any transaction that may result in a conflict of interest with the Company or its subsidiaries, and/or any transaction in which the Company or its subsidiaries engage in a commercial business that is within the scope of the Company's or its subsidiaries' field of activity on its own behalf or on behalf of others, or any entry into another partnership engaged in the same type of commercial business as a partner with unlimited liability. Accordingly, there are no transactions carried out by the shareholders who control the management, members of the board of directors, executives with administrative responsibilities, and their spouses and relatives by blood or marriage up to second degree, within the scope of making a significant transaction that may cause a conflict of interest with the partnership or its subsidiaries and/or making a transaction in the field of commercial business within the field of activity of the partnership or its subsidiaries on their own behalf or on behalf of others, or entering into another partnership engaged in the same type of commercial business as an unlimited partner.
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.
Justification Our Company made donations and grants to the following institutions and organizations for the 2024 accounting period.
| Beneficiaries | TL |
|---|---|
| Mut Municipality | 6.585.000 |
| Aydın Doğan Foundation | 6.000.000 |
| Nilüfer Belediyespor Club Association | 4.027.552 |
| Student Scholarship | 1.874.569 |
| Yuvam World Association for Combating Climate Change | 400.000 |
| ITU Alumni Education Foundation | 313.437 |
| Çorum Village School Construction | 112.246 |
| Yellow Navy Blue Association | 106.270 |
| Izmir Cave Research Association | 76.597 |
| Yeniyenice Sports Club | 25.257 |
| METU Development Foundation | 22.586 |
| Turkish Education Foundation | 9.357 |
| Association for Supporting Contemporary Life | 1.176 |
| Other | 144.449 |
| Total | 19.698.495 |
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.
Justification: Pursuant to the provisions of the Corporate Governance Communiqué (II-17.1.), shareholders will be informed that no income and benefits are provided in relation to the guarantees, pledges, mortgages and sureties given in favor of third parties.
19. Informing the shareholders about the Company's current sustainability strategy and action plan without submitting it to a vote at the General Assembly
Justification: Shareholders will be informed about the Company's current sustainability strategy and action plan.
ANNEX 1
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.
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. |
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|---|---|---|---|
| 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. |
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| 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. |
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|---|---|---|---|
| 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. |
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| 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. |
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| 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 |
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|---|---|---|
| of the remuneration to be paid to the |
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| Members of the Board | ||
| of Directors during |
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| their term of office. | ||
| 10. Discussion and |
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| approval of the Board | ||
| of Directors' proposal | ||
| regarding the selection | ||
| of an Independent |
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| Audit Firm within the framework of the |
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| Turkish Commercial |
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| Code and Capital |
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| Markets Board |
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| regulations. | ||
| 11. Discussing and |
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| submitting for |
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| approval the proposal | ||
| of the Board of |
||
| Directors regarding |
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| the selection of a |
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| Sustainability Auditor | ||
| within the framework | ||
| of the Turkish |
||
| Commercial Code, |
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| Sustainability Audit |
||
| Regulation and relevant legislation. |
||
| 12. Discussing and submitting for |
||
| approval the proposal | ||
| of the Board of |
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| Directors to determine | ||
| the upper limit for aids | ||
| and donations to be | ||
| made until the |
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| Ordinary General |
||
| Assembly Meeting |
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| where the activities |
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| and accounts for the | ||
| accounting period |
||
| January 1, 2025 - |
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| December 31, 2025 |
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| will be discussed and | ||
| authorizing the Board |
| of Directors in |
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|---|---|---|
| accordance with the | ||
| Company's Articles of | ||
| Association and the |
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| proposal of the Board | ||
| of Directors. | ||
| 13. Discussing and |
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| submitting for |
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| approval the issue of | ||
| authorizing the Board | ||
| of Directors to issue | ||
| capital market |
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| instruments (including | ||
| warrants) expressing |
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| indebtedness up to the | ||
| amount permitted by | ||
| the Turkish |
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| Commercial Code, |
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| Capital Markets Law, | ||
| Capital Markets |
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| Legislation and related | ||
| legislation with the |
||
| permission of the |
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| Capital Markets Board | ||
| and determining the | ||
| time and conditions of | ||
| issuance until the |
||
| Ordinary General |
||
| Assembly Meeting |
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| where the activities |
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| and accounts for the | ||
| accounting period 1 | ||
| January 2025 - 31 |
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| December 2025 will | ||
| be discussed. | ||
| 14. Discussion and |
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| approval of |
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| 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 |
||
| 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. |
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:
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.
(*)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.
In 1987, after graduating from Middle East Technical University, Faculty of Economics and Administrative Sciences, Department of Business Administration, he started his career in business life and banking as an Assistant Specialist at Interbank. Between 1992 and 1998, he worked as an inspector, customer relations director, branch manager and marketing manager at Interbank, Marmarabank, Kentbank, Finansbank and Demirbank. In May 1998, he joined Dışbank (later Fortis after the bank was acquired by the international financial group Fortis). Mr. Açıkalın started working as Assistant General Manager and was soon appointed as a senior executive responsible for coordination and communication between the Board of Directors and business lines. Mr. Açıkalın, who also served as a member of the Credit Committee, assumed the position of Deputy General Manager and Board Member in June 1999. In December 2000, Mr. Açıkalın was appointed as the General Manager and Managing Director of the Bank and continued to serve as the General Manager of Fortisbank following the acquisition of Dışbank by Fortis Group. During this period, he also started to serve in the international management of Fortis. In October 2007, Mr. Açıkalın left his position at Fortisbank to become CEO of Doğan Gazetecilik, and in April 2009, he was appointed Managing Director and Chief Executive Officer of Yapı Kredi.
Since May 2009, Mr. Açıkalın has served as CEO of Yapı Kredi and in 2010, in addition to his current position, he was appointed Managing Director and Chief Executive Officer of Koç Financial Services. In August 2011, in addition to his current duties, Mr. Açıkalın was appointed as the President of Koç Holding A.Ş. Banking and Insurance Group. Mr. Açıkalın also served as the Chairman of the Board of Directors of Yapı Kredi Bank Malta, Yapı Kredi Yatırım, Yapı Kredi Leasing, Yapı Kredi Faktoring, Yapı Kredi Bank Nederland NV, Yapı Kredi Bank Azerbaijan, Yapı Kredi Bank Moscow, Yapı Kredi Koray Gayrimenkul Yatırım Ortaklığı, Koç Finansman A. Ş., Deputy Chairman of the Board of Directors at Banque de Commerce et de Placements S.A. and Allianz Yaşam ve Emeklilik, and Board Member at the Banks Association of Turkey. As of the end of 2017, he resigned from his positions at Koç Holding, YKB and its subsidiaries.
Ozan Korkmaz, co-founder of APLUS Energy and SmartPulse Technology, has more than 15 years of experience in the energy sector. His expertise includes energy demand and price forecasting models, feasibility and engineering studies of electricity generation investments, operating regime optimization in thermal and hydroelectric power plants, electricity transmission & distribution & retail tariff modeling and consultancy. Prior to founding APLUS, Ozan Korkmaz worked in the academic field of energy markets and worked as a consultant in many projects on energy generation and distribution. After graduating from METU Civil Engineering, Ozan Korkmaz completed his Master's degree in Hydroelectric Energy in the same department and is currently continuing his PhD studies at ITU Energy Engineering.
As a candidate for Independent Board Member of Galata Wind Enerji A.Ş., I hereby declare that I meet the conditions for "independent board membership" set forth by the Capital Markets Law, the Capital Markets Board's Communiqué on Corporate Governance No. II-17.1, Capital Markets Board Principle Resolutions and other regulations, and your Company's Articles of Association; that, in the event of my election, I will immediately inform the Chairmanship of the Board of Directors as soon as I learn that the said independence conditions have ceased to exist, and that I will act in accordance with your Board's Decision and resign if deemed necessary.
Yours sincerely,
Signature : (Signature on the Original)
As a candidate for Independent Board Member of Galata Wind Enerji A.Ş., I hereby declare that I meet the conditions for "independent board membership" set forth by the Capital Markets Law, the Capital Markets Board's Communiqué on Corporate Governance No. II-17.1, Capital Markets Board Principle Resolutions and other regulations, and your Company's Articles of Association; that, in the event of my election, I will immediately inform the Chairmanship of the Board of Directors as soon as I learn that the said independence conditions have ceased to exist, and that I will act in accordance with your Board's Decision and resign if deemed necessary.
Yours sincerely,
Name : OZAN KORKMAZ
Signature : (Signature on the Original)
ANNEX/3
Unless a resolution to the contrary is made by our Board of Directors, the duties of the "Remuneration Committee" are carried out by the Corporate Governance Committee, as also governed by the Corporate Governance Communiqué (II-17.1) ("Communiqué") of the Capital Markets Board (CMB).
Taking into consideration the market conditions as well as the balances within the Company, Galata Wind Enerji A.Ş. ("Company") has adopted the principle "equal pay for equal jobs".
"Market tendencies" and "performance assessments" are taken into account when determining and updating wage levels.
The annual wage increases are reflected on the wages in periods deemed suitable by the employer in the determined rations with the approval of the Chief Executive Officer.
Certain "fringe benefit packages" are also provided for all employees in addition to their salaries, in accordance with their titles.
Senior executives and other staff members who have a say in the management may also receive "bonuses" or "awards" depending on their performance.
Informatory meetings are held for employees on matters such as the financial situation of the company, salaries, career, education and health, and opinions are exchanged.
Job descriptions for, and the assignments of, company employees, performance and rewarding criteria are announced to the employees. Efficiency is taken into consideration when determining the salaries and other benefits given to the employees. The company may create share acquisition plans for its employees.
Corporate Governance Committee;
a) sets the principles, criteria, and the practices to be applied in the remuneration and performance evaluation of the members of the board of directors and senior executives with administrative responsibilities, taking into consideration the long-term goals of the Company as well, and monitors them,
b) submits proposals to the board of directors with regards to the remuneration for the members of the board of directors and senior executives with administrative responsibility, taking into consideration the extent by which the criteria used for such remuneration is met.
Furthermore the Board of Directors conducts self-criticism and performance evaluation for the Board, for the members, and for the senior executives with administrative responsibility.
As per the provisions of Article 394 of the Turkish Commercial Code, provided that the relevant amounts are determined with the articles of association or via a resolution of the general assembly, attendance fees, salaries, awards, bonuses, and shares from the annual profit can be paid to the members of the Board of Directors. Members of the Board of Directors, who have executive duties, may be given monthly remuneration as well as related fringe benefits because of their duties in the company, in addition to the "attendance fee" they receive in their capacity as members of the Board of Directors.
These remuneration principles hereby for the members of the board of directors and executives with administrative responsibilities, which are prepared in writing, are submitted for the information of the shareholders as a separate agenda item for the general assembly meeting, and the partners are given an opportunity to express their opinions on this matter. Our remuneration policy is available in the corporate website of the Company at the address www.galatawindenerji.com.
Dividends, share options, or payment plans based on company's performance are not used in the remuneration of independent members of the board of directors. However, care is exercised to ensure that the remuneration of independent board members is at a level to ensure that their independence is maintained.
The company does not lend, extend credit, extend the terms of debts or loans given, improve the terms and conditions thereof, make available loans under the name of personal loans through a third party, or give guarantees such as sureties for any member of the board of directors or executives with administrative responsibility.
Remuneration and all other benefits (covers all benefits such as cash, shares, bonuses, cash, shares or derivatives based on shares such as other regular and incidental payments, share purchase options given to employees within the scope of share acquisition plans, non-cash payments such as ownership of houses, automobiles, etc. and/or such properties being allocated for use) that are provided to the members of the board of directors and senior executives with administrative responsibility are disclosed to the public in a consolidated manner after being classified through an annual activity report.
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