AGM Information • May 21, 2024
AGM Information
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With regard to the additional explanations required to be made pursuant to the Communique on Corporate Governance ("Communiqué") of the Capital Markets Board ("CMB") numbered II-17.1, general explanations for the agenda items are presented below for your information.
Total number of shares and voting rights reflecting the partnership structure of the company as of the date of announcement of this Information Document and number of shares and voting rights reflecting the privileged share groups and the nature of privileges, if any, are given below
1.1. Issued capital of our company, which is 705.000.000,00 (seven hundred five million) TL, within upper limit of registered capital of 2,000,000,000 (two billion) Turkish Lira (TL), divided into 705,000,000.00 (seven hundred five million) registered shares, each with a nominal value of 1.00 (one) TL.
All of this capital has been paid in cash and in full, free from collusion. The issued capital of the company amounting to TL 705.000.000, is divided into 420.000.000 (four hundred and twenty million) group A registered shares, each with a nominal value of TL 1.00 (one) 285.000.000 (two hundred eighty-five million) divided into B group registered shares, each with a nominal value of TL 1.00 (one).
| Name and Surname/Business Name of the Shareholder |
Capital Ratio (TL) | Capital Ratio (%) |
|---|---|---|
| Aydem Enerji Yatırımları A.Ş. | 574.975.680 | 81,5568 |
| 1Other | 24.320 | 0,0034 |
| 2Public | 130.000.000 | 18,4397 |
| Total Paid-in Capital | 705.000.000 | 100,00 |
| Capital Adjustment Differences | 4.327.573.437 | |
| Total Capital | 5.032.573.437 |
1 Consists of Kocaer Demir San. Tic. Ltd. Şti. (0,00164%), Mopak Kağıt Karton San. Tic. A.Ş. (0,00164%), Acıselsan Acıpayam Sel. San. Tic. A.Ş. (0,00010%) shares.
2 Within the 30-day period following the commencement of trading of the Company's shares on the BIST, price stabilization transactions were carried out on the Company's shares. In this context, 18,679,595 shares were purchased by Aydem Enerji Yatırımları A.Ş.

| Share Group |
Registered/ Bearer |
Nominal value of each share (TL) |
Currency | Nominal Value of Shares |
Capital Ratio |
Whether traded at the stock exchange |
|---|---|---|---|---|---|---|
| A | Registered | 1 | TRY | 420.000.000 | 59,57 | Not traded |
| B | Registered | 1 | TRY | 285.000.000 | 40,23 | Not traded |
1.2. In accordance with the Articles of Association of our company; the decisions regarding
can only be taken with the approval of the shareholders holding the majority of the capital represented by the A group shares. Otherwise, the decisions taken become invalid.
There are no changes, whether completed or estimated, regarding management and activities of our company at previous periods or future plans which significantly affect the activities of the company and its affiliates. Such matters are disclosed to the public through material event disclosures and such disclosures can be accessed at https://yatirimciiliskileri.aydemyenilenebilir.com.tr/ozel-durumaciklamalari and/or on the Public Disclosure Platform (KAP) page of our Company.

3. If the dismissal, replacement or election of the members of the board of directors is on the agenda of the general assembly meeting; resumes of the persons whose candidacy for membership of the board of directors has been communicated to the partnership, the duties they have carried out in the last ten years and the reasons for leaving, the nature and significance level of their relationship with the partnership and its related parties and similar issues that may affect the partnership activities in case these persons are elected as members of the board of directors:
Since the term of office of the members of the Board of Directors of the Company is until March 29, 2026, there will be no re-election of a new member of the Board of Directors;
Due to the resignation of Board Member Mehmet Gökay Üstün, Galip Ayköse was appointed as a Board Member in accordance with Article 8 of the Company's Articles of Association pursuant to the Board of Directors decision dated September 25, 2023 and numbered 2023/25, to be effective as of September 25, 2023 and to serve for an increasing period of time,
Due to the change of duty of Ömer Fatih Keha, Member of the Board of Directors / Vice Chairman and General Manager, Serdar Marangoz was appointed as Member of the Board of Directors / Vice Chairman and General Manager in accordance with Article 8 of the Company's Articles of Association pursuant to the Board of Directors decision dated October 25, 2023 and numbered 2023/28, effective as of October 25, 2023 and for an increasing period of time, 3
Due to the resignation of Independent Board Member Ersin Akyüz, Aslı Durmaz was appointed as a Board Member in accordance with the Board of Directors decision dated March 18, 2024 and numbered 2024/10, in accordance with Article 8 of the Company's Articles of Association, to be effective as of March 18, 2024 and to serve for an increasing period,
These changes will be submitted to the approval of the shareholders at the Ordinary General Assembly to be held regarding the activities of 2023.
The resumes of Galip Ayköse, Serdar Marangoz and Aslı Durmaz, who were appointed during the year, prepared in accordance with CMB's Corporate Governance Principle No. 1.3.1, are available on the corporate website at https://www.aydemyenilenebilir.com.tr/yonetim-kurulu .
No such request is submitted for the Ordinary General Assembly meeting where the activities of 2023 will be discussed.
3 Due to the change of duty of the Chairman of the Board of Directors and General Manager Ömer Fatih Keha; With the decision of the Board of Directors dated October 20, 2023 and numbered 2023/27, it was decided that İdris Küpeli, the Chairman/CEO of the Board of Directors, will serve as the acting General Manager until the date of a permanent appointment to the General Manager position; Hamdi Alp as Vice Chairman of the Board of Directors to serve until March 29, 2026 and to be submitted to the approval of the general assembly at the first general assembly meeting; however, with the decision of the Board of Directors dated October 25, 2023 and numbered 2023/28, a permanent appointment was made.

The election will be made for the Chairman who will chair the General Assembly Meeting pursuant to "Turkish Commercial Code No. 6102" ("TCC"), "Regulation on Procedures and Principles for General Assembly Meetings of Joint Stock Companies and Ministry of Customs and Commerce Representatives to Attend Such Meetings" ("Regulation") and Article 7 of the General Assembly Internal Regulation. Chairman will assign minimum one Meeting Minutes Recorder as per the General Assembly Internal Regulations and assign required number of vote collector. Chairman is authorized to sign the meeting minutes and relevant other documents.
Information will be provided on the Annual Report of the Board of Directors which is made available at Company Headquarters, Central Registry Agency ("MKK") Electronic General Assembly System and Company website www.aydemyenilenebilir.com.tr three weeks prior to the General Assembly meeting within the scope of TCC, Regulation and Capital Markets Board legislation General Assembly Internal Regulation and comments and approval of the Shareholders will be taken.
Information will be provided on Affiliation Report of the Board of Directors which are made available at Company Headquarters, Central Registry Agency ("MKK") Electronic General Assembly System and Company website www.aydemyenilenebilir.com.tr three weeks prior to the General Assembly meeting within the scope of TCC, Regulation and Capital Markets Board legislation and comments and approval of the Shareholders will be taken.
Independent Audit reports prepared by Güney Bağımsız Denetim ve Serbest Muhasebeci mali Müşavirlik A.Ş., appointed within the scope of relevant laws to audit the consolidated financial statements and reports in 2021 accounting period based on the principles in the TCC, No.6102 and Capital Markets Law, No.6362 will be provided on the Independent Audit Report which is prepared as per TCC and Capital Markets Board legislation and made available at Company Headquarters, Central Securities Depository Electronic General Assembly System and Company websitewww.aydemyenilenebilir.com.tr three weeks prior to the General Assembly meeting for the review of the Shareholders
Within the framework of the Turkish Commercial Code, the Regulation and the Capital Markets Law and related regulations, information will be given about our financial statements, which are made available for the review of shareholders at our Company's headquarters, on the Electronic General Assembly portal of the Central Registry Agency (CRA) and on our Company's corporate website

https://yatirimciiliskileri.aydemyenilenebilir.com.tr/finansal-bilgiler/finansal-sonuclar for three weeks prior to the General Assembly meeting, and will be submitted to the shareholders for their opinion and approval.
According to Article 7 of the General Principles Regarding Dividend Distribution section of the Capital Markets Board ("CMB") Dividend Guidelines, the entire amount of dividend to be distributed can only be distributed to the extent that it can be covered from the net distributable profit for the year 2023 in the legal records (records kept in accordance with the Tax Procedure Law). Since the Company has no distributable net profit for the relevant year, the issue of not distributing dividends will be submitted to the approval of the shareholders at the ordinary general assembly meeting for the 2023 activity period.
As per the Communiqué on Corporate Governance, No. II-17.1, shareholders will be informed about On-going Related Party Transactions exceeding 3% of the net sales in the previous financial year's financial statements realized within the framework of our Company's Principles regarding Related Party Transactions.
In accordance with the TCC and CMB regulations, in line with the opinion and recommendation of our Company's Audit Committee and the decision of our Board of Directors dated 16.05.2024 and numbered 2024/19, an independent auditor will be selected to audit the financial reports of our Company for the fiscal year 2024 and to carry out other activities within the scope of the relevant regulations in these laws and will be submitted to the approval of the shareholders.
Acquittal of each member of the Board of Directors from liability in respect of the operations, activities and accounts in 2023 pursuant to provisions of TCC and Regulation and Internal Regulation of the General Assembly will be submitted to the approval of the shareholders.
Since the term of office of the members of the Board of Directors of the Company is until March 29, 2026, there will be no re-election of a new member of the Board of Directors;
Due to the resignation of Board Member Mehmet Gökay Üstün, Galip Ayköse was appointed as a Board Member in accordance with Article 8 of the Company's Articles of Association pursuant to the Board of Directors decision dated September 25, 2023 and numbered 2023/25, to be effective as of September 25, 2023 and to serve for an increasing period of time,
Due to the change of duty of Ömer Fatih Keha, Member of the Board of Directors / Vice Chairman and General Manager, Serdar Marangoz was appointed as Member of the Board of Directors / Vice Chairman and General Manager in accordance with Article 8 of the Company's Articles of Association

pursuant to the Board of Directors decision dated October 25, 2023 and numbered 2023/28, effective as of October 25, 2023 and for an increasing period of time,
These changes will be submitted to the approval of the shareholders at the Ordinary General Assembly to be held regarding the activities of 2023.
The resumes of Galip Ayköse, Serdar Marangoz and Aslı Durmaz, who were appointed during the year, prepared in accordance with CMB's Corporate Governance Principle No. 1.3.1, are available on the corporate website at https://www.aydemyenilenebilir.com.tr/yonetim-kurulu
The General Assembly Internal Directive on the Working Principles and Procedures of the Company's General Assembly, which was made available for the review of the shareholders at the Company Headquarters, on the Electronic General Assembly portal of the Central Registry Agency (MKK) and on the Company's corporate website https://yatirimciiliskileri.aydemyenilenebilir.com.tr/kurumsalyonetim/genel-kurul for three weeks prior to the General Assembly meeting within the framework of the Turkish Commercial Code, the Regulation, the CMB and the relevant regulations, will be read out at the General Assembly and submitted for the opinion and discussion of the shareholders.
As per CMB Corporate Governance Principle, No. 4.6.2, remuneration principles for Board Members and top-level managers was accepted upon decision of the Board of Directors, dated 6 July 2020, numbered 2020/27 and notified to the shareholders at the Extraordinary General Assembly held on 14 August 2020 for their views. Remuneration Policy was announced to the public on corporate websitewww.aydemyenilenebilir.com.tr
Shareholders were informed about the benefits provided by our Company to the members of the board of directors and senior executives, which are stated in the "Transactions Related to Related Parties" section of our consolidated financial reports for the 2023 operating year.
As per CMB Corporate Governance Principle, No. 4.6.2, remuneration principles for Board Members and top-level managers was accepted upon decision of the Board of Directors, dated 6 July 2020, numbered 2020/27 and notified to the shareholders at the Extraordinary General Assembly held on 14 August 2020 for their views. Remuneration Policy was announced to the public on corporate website https://yatirimciiliskileri.aydemyenilenebilir.com.tr/kurumsal-yonetim/politikalar .
In this context, the remuneration to be given to the members of the board of directors within 2024 will be submitted to the approval of the shareholders

Pursuant to the CMB's mandatory Corporate Governance Principle No. 1.3.6. Pursuant to the CMB's mandatory Corporate Governance Principle no. 1.3.6, in the event that 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 the second degree engage in a significant transaction that may cause a conflict of interest with the partnership or its subsidiaries, and/or engage in a commercial business transaction that falls within the scope of the partnership or its subsidiaries on their own behalf or on behalf of others, or enter into another partnership engaged in the same type of commercial business as a partner with unlimited liability; such transactions shall be included in the agenda of the general assembly as a separate agenda item in order to provide detailed information on the subject at the general assembly and shall be recorded in the minutes of the general assembly.
In 2023, shareholders will be informed about the transactions of this nature. Some of the shareholders who control the management, members of the board of directors, executives with administrative responsibility and their spouses and relatives by blood or marriage up to second degree serve as members of the board of directors in some other Aydem Group companies, including those with similar fields of activity with our Company.
In 2023, there were no significant transactions requiring disclosure within the scope of principle 1.3.6 of the Corporate Governance Communiqué
It is only possible for the members of our Board of Directors to carry out transactions within the framework of the first paragraph of Article 395 titled "Prohibition of Transactions with the Company and Borrowing Money from the Company" and Article 396 titled "Prohibition of Competition" of the TCC only with the approval of the General Assembly.
In order to fulfill the requirements of these regulations, the said authorization will be submitted to the approval of the shareholders at the General Assembly.
Pursuant to Article 6 of the Capital Markets Board's "Dividend Communiqué" numbered II-19.1, Article 1.3.10 of the "Corporate Governance Communiqué" numbered II-17.1 and the Donation and Aid Policy adopted by the Board of Directors decision dated July 6, 2020 and numbered 2020/27 and read and informed at the Extraordinary General Assembly Meeting dated August 14, 2020, the donations made during the year must be submitted for the information of the shareholders.
In 2023, the total amount of donations and grants made amounted to TL 76,108,776. This amount consists of donations and grants made to various institutions and organizations.
In 2024, the upper limit for donations and aids to be made will be determined and decided.

As per Article 12 of CMB's Corporate Governance Communiqué no. II-17.1, guarantees, pledges, securities and sureties supplied by the Company and its Affiliates in favor of third parties and the profits and benefits gained should be added to the agenda of the general assembly meeting as a separate item and the footnotes 11.2 of the Consolidated Financial Statements provide information on this issue.
Within the framework of Article 379 of the Turkish Commercial Code, Article 22 of the Capital Markets Law No. 6362 and the Communiqué on Repurchased Shares (II-22.1) and the announcements of the Capital Markets Board dated 21.07.2016, 25.07.2016 and 23.03.2020, since it is considered that the share price of our Company does not reflect the actual performance of the Company's activities, the purchases made within the scope of the share repurchase transactions initiated by the Board of Directors decision dated 14.02.2022 and numbered 2022/4 in order to protect the shareholders, to contribute to the formation of the share price in accordance with its stable and real value, and to protect the confidence in our Company, are added to the table below:
| Share subject to the transaction |
Date of Transaction | Nominal value of shares (TL) |
Capital ratio (%) |
Transaction Price (TL/pc) |
Privileges of the shares, if any |
|---|---|---|---|---|---|
| B Group, AYDEM, TREAYDM00024 |
17.02.2022 | 200,000 | 0.028369 | 7.974527 | - |
| B Group, AYDEM, TREAYDM00024 |
21.02.2022 | 700,000 | 0.099291 | 8.034058 | - |
| B Group, AYDEM, TREAYDM00024 |
22.02.2022 | 50,000 | 0.007092 | 8.056200 | - |
| B Group, AYDEM, TREAYDM00024 |
23.02.2022 | 310,000 | 0.043972 | 8.002742 | - |
| B Group, AYDEM, TREAYDM00024 |
01.03.2022 | 500,000 | 0.070922 | 7.757900 | - |
| B Group, AYDEM, TREAYDM00024 |
09.03.2022 | 500,000 | 0.070922 | 6.995611 | - |
| B Group, AYDEM, TREAYDM00024 |
11.03.2022 | 163,502 | 0.023192 | 7.058348 | - |
| B Group, AYDEM, TREAYDM00024 |
16.03.2022 | 200,000 | 0.028369 | 7.390386 | - |

| B Group, AYDEM, TREAYDM00024 |
23.03.2022 | 500,000 | 0.070922 | 7.694300 | - |
|---|---|---|---|---|---|
| B Group, AYDEM, TREAYDM00024 |
07.04.2022 | 180,000 | 0.025532 | 8.396651 | - |
| B Group, AYDEM, TREAYDM00024 |
11.04.2022 | 300,000 | 0.042553 | 8.900439 | - |
| B Group, AYDEM, TREAYDM00024 |
13.04.2022 | 500,000 | 0.070922 | 9.157100 | - |
| B Group, AYDEM, TREAYDM00024 |
18.04.2022 | 300,000 | 0.042553 | 9.609526 | - |
| B Group, AYDEM, TREAYDM00024 |
25.04.2022 | 200,000 | 0.028369 | 9.582744 | - |
| B Group, AYDEM, TREAYDM00024 |
18.05.2022 | 200,000 | 0.028369 | 8.463750 | - |
| B Group, AYDEM, TREAYDM00024 |
25.05.2022 | 300,000 | 0.042553 | 8.321719 | - |
| B Group, AYDEM, TREAYDM00024 |
09.06.2022 | 300,000 | 0.042553 | 8.469107 | - |
| B Group, AYDEM, TREAYDM00024 |
16.06.2022 | 30,000 | 0.004255 | 8.583333 | - |
| B Group, AYDEM, TREAYDM00024 |
05.07.2022 | 300,000 | 0.042553 | 9.009242 | - |
| B Group, AYDEM, TREAYDM00024 |
11.01.2023 | 185,026 | 0.026245 | 23.414689 | - |
| B Group, AYDEM, TREAYDM00024 |
24.01.2023 | 200,000 | 0.028369 | 20.159844 | - |
| B Group, AYDEM, TREAYDM00024 |
17.02.2023 | 200,000 | 0.028369 | 17.782942 | - |
| B Group, AYDEM, TREAYDM00024 |
22.02.2023 | 200,000 | 0.028369 | 16.395007 | - |
| B Group, AYDEM, TREAYDM00024 |
03.04.2023 | 300,000 | 0.042553 | 14.084400 | - |

| B Group, AYDEM, TREAYDM00024 |
04.04.2023 | 200,000 | 0.028369 | 14.324551 | - |
|---|---|---|---|---|---|
| B Group, AYDEM, TREAYDM00024 |
05.04.2023 | 100,000 | 0.014184 | 14.531756 | - |
| B Group, AYDEM, TREAYDM00024 |
06.04.2023 | 100,000 | 0.014184 | 14.633896 | - |
| B Group, AYDEM, TREAYDM00024 |
07.04.2023 | 100,000 | 0.014184 | 14.896003 | - |
| B Group, AYDEM, TREAYDM00024 |
10.04.2023 | 100,000 | 0.014184 | 15.383136 | - |
| B Group, AYDEM, TREAYDM00024 |
11.04.2023 | 100,000 | 0.014184 | 15.552132 | - |
| B Group, AYDEM, TREAYDM00024 |
17.04.2023 | 100,000 | 0.014184 | 14.789500 | - |
| B Group, AYDEM, TREAYDM00024 |
18.04.2023 | 100,000 | 0.014184 | 14.615000 | - |
| B Group, AYDEM, TREAYDM00024 |
19.04.2023 | 50,000 | 0.007092 | 14.513395 | - |
| B Group, AYDEM, TREAYDM00024 |
25.04.2023 | 70,000 | 0.009929 | 14.260133 | - |
| B Group, AYDEM, TREAYDM00024 |
26.04.2023 | 200,000 | 0.028369 | 13.478817 | - |
| B Group, AYDEM, TREAYDM00024 |
03.05.2023 | 300,000 | 0.042553 | 12.159925 | - |
| B Group, AYDEM, TREAYDM00024 |
09.05.2023 | 500,000 | 0.070922 | 11.598566 | - |
| B Group, AYDEM, TREAYDM00024 |
10.05.2023 | 500,000 | 0.070922 | 11.509059 | - |
| B Group, AYDEM, TREAYDM00024 |
11.05.2023 | 1,000,000 | 0.141844 | 12.173579 | - |
| B Group, AYDEM, TREAYDM00024 |
12.05.2023 | 1,000,000 | 0.141844 | 11.874816 | - |

| B Group, | |||||
|---|---|---|---|---|---|
| AYDEM, | 23.06.2023 | 500,000 | 0.070922 | 14.046210 | - |
| TREAYDM00024 |
Pursuant to the Board of Directors decision dated 11.05.2022 and numbered 2022/19, our Company repurchases Eurobonds under conditions that it deems appropriate depending on market conditions and bond prices. With this in mind, our Company repurchased Eurobonds with a total nominal value of USD 75,893,000 in 2022 and 2023 at an average price of 79.066%. (In other words, in the aforementioned repurchases, the Company settled its USD 100 debt with an average price of USD 79.066). Our Company plans to continue to repurchase Eurobonds in 2024 according to market conditions, bond price and liquidity of our Company.
Our Company repurchased a total of 5,733,502* shares in 2022 and a total of 6,105,026 shares in 2023. Together with the 2022 share repurchases, a total of 11,838,528 shares have been repurchased by our Company to date. As of the end of 2023, the number of AYDEM shares held by our Company amounted to 6,105,026. Currently, 59.2% of the number of shares subject to repurchase (20 million lots) and 76.8% of the fund amount (TL 170 million) have been utilized. The share repurchase transactions initiated with the decision of the Board of Directors of our Company dated February 14, 2022 are still in effect, and our Company continues to repurchase shares within the framework of the relevant legislation and in line with market conditions.
On the other hand, the share repurchase transactions initiated with the decision of the Board of Directors of our Company dated 14.02.2022 and numbered 2022/4 are still in effect, and our Company will continue to repurchase shares within the framework of the relevant legislation and in line with market conditions.
These issues will be submitted for the information of shareholders.
*With the decision of the Board of Directors dated 23.12.2022 and numbered 2022/37, all of the total nominal 5,733,502 shares repurchased by the Company during the accounting period were sold to an institutional investor residing abroad on 23.12.2022 at a price of TL 24.76 per share and through block sale method with a special order on Borsa Istanbul.
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