AGM Information • May 21, 2024
AGM Information
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In accordance with the decision of the Board of Directors, dated 16 May 2024, numbered 2024/12, the Ordinary General Meeting for the year 2023 will be held on 12 June 2024, Wednesday at 11:00 at Adalet Mahallesi, hasan Gonullu Bulvarı No:15/1 Merkezefendi/Denizli to discuss and resolve about the topics specified in the agenda (ANNEX-1).
With regard to the topics to be discussed at the Ordinary General Meeting of our company for 2023, the agenda of the general assembly, integrated annual report for the year 2023, and affiliation report, independent audit report, principles regarding related party transactions, financial position statement for 2023, profit and loss account, Internal Directive on the Operating Principles and Procedures of the Company's General Assembly and these Agenda topics and the detailed Information Note containing the necessary explanations for compliance with the regulations of the Capital Markets Board and its annexes will be made available for review by the honorable shareholders within the legal period three weeks before the meeting, at Adalet Mahallesi Hasan Gönüllü Bulvarı 15/1 Merkezefendi/Denizli, which is the head office of our Company, on the corporate website of the Company www.aydemyenilenebilir.com.tr and in the Electronic General Assembly System ("e-GKS") provided by Central Registry Agency ("MKK").
Pursuant to the Article 30 of the Capital Markets Law, a list of attendees is prepared by the Board of Directors of our Company, taking into account the list of shareholders provided by MKK, and only the shareholders whose names are included in the list can attend the General Assembly. In accordance with Article 415 of the Turkish Commercial Code, shareholders whose names are included in the list of attendees prepared by the board of directors can attend the general assembly meeting. While preparing the list of attendees, the "List of Shareholders" obtained from the Central Registry Agency by 23:59 on the day before the general assembly day is taken as the basis for the shares monitored in registry system. Shareholders on this list can attend the general assembly meeting to be held at the above-mentioned address in person or through their representatives, or, at their discretion, they can attend the general assembly in person or through their representatives in electronic environment, using their secure electronic signatures via "e-GKS"
Shareholders may authorize representatives through the "e-GKS", or they may have themselves represented at the meeting by filling out the power of attorney form (ANNEX-2) below, within the framework of the Capital Markets Board's Communiqué No. II-30.1 on "Voting by Proxy and Proxy Solicitation" which can be obtained from the Company Headquarters and the corporate website www.aydemyenilenebilir.com.tr and adding their notarized power of attorney or notarized signature circular to the power of attorney form bearing their signatures.
Attendance to the General Assembly;
• The representatives authorized through "e-GKS" system, by presenting their identification cards and all above entities are required to sign the list of attendants.
Shareholders or their representatives who wish to attend the meeting electronically are required to fulfill their obligations in accordance with the provisions of the "Regulation on Electronic General Assembly Meetings of Joint Stock Companies" published in the Official Gazette dated 28 August 2012 and numbered 28395 and the "Communique on Electronic General Assembly Meeting System Applicable to General Assembly Meetings of Joint Stock Companies" published in the Official Gazette, dated 29 August 2012 and numbered 28396. Otherwise, they will not be able to attend the meeting.
Our shareholders, who will attend the general assembly meeting electronically via e-GKS, are requested to obtain information on the procedures and principles regarding participation, appointment of representatives, making suggestions, expressing opinions and voting at the website of "MKK", www.mkk.com.tr
Save as the provisions regarding electronic voting on the agenda topics in the Ordinary General Assembly Meeting, the open voting method by show of hands will be applied.
Pursuant to the Law on the Protection of Personal Data No. 6698, detailed information on the processing of your personal data by our Company can be found in the "Personal Data Protection Policy" shared with the public on our corporate website www.aydemyenilenebilir.com.tr.
Pursuant to the Capital Markets Law, the Shareholders will not be notified through a registered mail for the registered shares traded in the stock exchange.
Kindly submitted for the Shareholders' information.
I hereby appoint _____________________________, whose particulars are given below in detail, as my Proxy to represent me, vote, make proposals and to sign necessary documents at the Ordinary General Assembly Meeting of Aydem Yenilenebilir Enerji A.Ş. for the Year 2023 to be held on Wednesday, 12 June 2024, at Adalet Mahallesi Hasan Gönüllü Bulvarı No.15/1 Merkezefendi Denizli, at 11:00 in line with the scope below.
Proxy's (*);
Name Surname/Business Name:
TR Identity No/Tax No, Trade Registry and Number and MERSIS number:
(*) For proxies of foreign nationality, it is obligatory to submit the aforementioned information or its equivalents, if any.
For the sections 1 and 2 below, one of the options (a), (b) or (c) should be chosen to determine the scope of the representation authority.
a) The proxy is authorized to vote for all matters to his opinion.
b) The proxy is authorized to vote according to the recommendations of the company management.
c) The proxy is authorized to vote in line with the instructions given in the table below.
In case the option (c) is chosen by the shareholder, instructions specific to the agenda topic are given by marking one of the options (accept or reject) opposite the relevant general assembly agenda topic, and in case of rejection option, by stating the dissenting opinion requested to be written in the general assembly minutes, if any.
| Agenda Topics (*) | Accept | Reject | Dissenting |
|---|---|---|---|
| Opinion | |||
| 1. Opening and establishment of the Board of the Assembly |
|||
| and delegating power to the Board of the Assembly to sign the | |||
| meeting, | |||
| 2. Reading out, discussion and approval of the Annual Report |
|||
| for the year 2023 prepared by the Company's Board of Directors, | |||
| 3. Reading out, discussion and approval of the Affiliation |
|||
| Report for the year 2023 prepared by the Company's Board of | |||
| Directors, |
| 4. Reading out the Independent Audit Report for the 2023 |
|
|---|---|
| accounting period, | |
| 5. Reading out, discussion and approval of the Financial |
|
| Statements for the 2023 accounting period, | |
| 6. Resolving on the proposal of the Board of Directors of the |
|
| Company regarding the profit/loss for the 2023 accounting period, | |
| 7. Providing information about transactions with related |
|
| parties that took place in 2021, | |
| 8. Election of Independent Auditor for the Activity Period of |
|
| 2024, | |
| 9. Resolving on the issue of acquitting the members of the |
|
| Board of Directors respectively for the 2023 accounting period by | |
| discussion, | |
| 10. Election of the new members to serve as for the |
|
| membership positions of the Board of Directors that became | |
| vacant | |
| 11. Reading and approval of the revised version of the Internal |
|
| Directive on the Working Principles and Procedures of the | |
| Company's General Assembly, adopted at the General Assembly | |
| Meeting held on March 29, 2013, in accordance with the | |
| requirements of applicable legislation | |
| 12. Giving information and approval the payments made |
|
| within the scope of the Remuneration Policy for the Members of | |
| the Board of Directors and Senior Executives, | |
| 13. Determining the remuneration of the members of the |
|
| Board of Directors and their rights such as attendance fees, | |
| bonuses and premiums, | |
| 14. Providing information on the transactions of the persons |
|
| specified in principle 1.3.6 of the Corporate Governance Principles | |
| annexed to the Capital Markets Board's Corporate Governance | |
| Communiqué No. II-17.1 in 2023, | |
| 15. Permitting the Members of the Board of Directors to carry |
|
| out the transactions within the framework of Articles 395 and 396 | |
| of the Turkish Commercial Code, | |
| 16. Giving information about donations and aids made during |
|
| the activity period of 2023, | |
| 17. Discussing and resolving on the determination of the upper |
|
| limit for donations and aids to be made in 2024, | |
| 18. Informing the Company about the income or benefits |
|
| obtained through guarantees, pledges, mortgages and sureties | |
| given in favor of third parties during the Company's operating | |
| period of 2023 in accordance with the regulations of the Capital | |
| Markets Board, | |
| 19. Providing information on share buy-back-sale and |
|
| Eurobond buy-back transactions | |
| 18. Wishes, requests and closing. |
(*) The issues included in the agenda of the General Assembly are listed one by one. If the minority has a separate draft resolution, this is also indicated separately for voting by proxy.
2. Special instructions concerning other issues that may come up during the General Assembly Meeting and especially the use of minority rights:
a) The Proxy is authorized to vote for all matters to his opinion.
b) The Proxy is not authorized to represent on these issues.
c) The Proxy is authorized to vote for according to the below specified instructions.
SPECIAL INSTRUCTIONS; (Special instructions, if any, to be given by the shareholder to the attorney are specified here.)
a) Composition and Serial: *
b) Number/Group: **
c) Quantity/Nominal value:
ç) Voting privileges, if any:
d) Whether it is registered- bearer: *
e) Ratio of total shares of the shareholder/voting rights:
*This information is not requested for the dematerialized shares.
**For the dematerialized shares, information about the group, if any, will be given instead of the number.
2. One day before the General Assembly, I approve the representation of all my shares in the list of shareholders prepared by the Central Securities Depository, who can attend the General Assembly Meeting by my proxy
TR ID No/Tax No, Trade registry and No and MERSIS Number:
Address:
(*) For proxies of foreign nationality, it is obligatory to submit the aforementioned information or its equivalents, if any.
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