AGM Information • May 9, 2024
AGM Information
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The Ordinary General Assembly Meeting of our Company for the year 2023 shall convene at Kızılırmak Mah. 1450 Sok. ATM Plaza Kat:14 No:1/68 Çukurambar Çankaya/ANKARA, at 9:00 am, on,June 3, 2024 to discuss the below-mentioned agenda and reach at a decision thereupon.
In order for shareholders to attend the General Assembly, they must be registered in the "Shareholders List" prepared by Central Securities Depository Institution (MKK). Whether the persons physically attending the meeting are shareholders or representatives will be checked through the list of shareholders.
Attendance of our shareholders or their representatives in electronic media is possible by their secure electronic signature. Hence our shareholders, who will use Electronic General Assembly Meeting System, should sign up or login to Central Securities Depository Institution (MKK) e-MKK Information Portal, submit their contact information and possess electronic signature. It is not possible to attend the general assembly meeting in electronic media for shareholders or their representatives without signing up and logging in the e-MKK Information Portal and having electronic signature. Moreover, those shareholders or their representatives who want to attend General Assembly Meetings in the electronic environment must fulfil their liabilities in accordance with "Regulation Regarding Participation to General Assembly Meetings of Joint Stock Companies on Electronic Medium".
In accordance with Article 1527 of the Turkish Commercial Code numbered 6102, the "Regulation Regarding Participation to General Assembly Meetings of Joint Stock Companies on Electronic Medium" of the Ministry of Customs and Trade, published in the Official Gazette dated 28 August 2018 and numbered 28395, has come into force at 01.01.2012. With this regulation, it has become compulsory for companies whose shares are listed on the stock exchange, to participate in the general assembly meetings electronically and to implement the electronic voting system.
Our shareholders who cannot attend the meeting in person, are required to arrange their proxies in accordance with the attached sample and submit their notary approved power of attorney to our Company, by fulfilling the requirements set forth by the Capital Markets Board. A proxy document is not required from a proxy appointed electronically through the Electronic General Meeting System. The proxy documents which do not comply with the requirements of the aforementioned Communiqué, and the sample form attached within the invitation to the general assembly meeting document shall not be accepted, given our legal liability.
The reports of the Board of Directors, Independent Audit Company Report, Financial Tables and Activity Report of the Board of Directors with Corporate Governance Principles Compliance Report for the year 2023 will be available for review by the shareholders at the Company headquarters and our web site at "www.naturelenerji.com.tr" at least three weeks prior to the meeting. In accordance with the arrangements set forth by Capital Markets Board (CMB), the documents of the General Assembly Meeting with the documents mentioned above will be available at Public Disclosure Platform (KAP) and our web site at "www.naturelenerji.com.tr".
Our shareholders who will vote with the Electronic General Assembly System can obtain information from the Central Registry Agency, our company's website www.naturelenerji.com.tr or the Company Headquarters (Tel: +90 312 467 18 33) in order to fulfil their obligations under the relevant Regulation and Communiqué. It is duly submitted to inform our Esteemed Shareholders.
Kind Regards,
12233903-340.08-32082, and from the Ministry of Trade, Directorate General of Domestic Trade, on 25/01/2023 with reference number 50035491-431.02-E-00082266708
I hereby appoint _______________________ as my attorney in order to represent me, to vote, to make proposals and to sign the required documents in the Ordinary General Assembly Meeting of Naturel Yenilenebilir Enerji Ticaret A.Ş. to be held on June 3, 2024, at 9:00 am, at Kızılırmak Mah. 1450 Sok. ATM Plaza Kat:14 No:1/68 Çukurambar, Çankaya, ANKARA
(*) For foreign attorneys, if exist, the corresponding information must be submitted.
For sections 1 and 2 given below, the scope of the representative power should be determined by choosing one of the options (a), (b) or (c).
a) The attorney is authorized to vote according to his/her opinion.
b) The attorney is authorized to vote on proposals of the company management.
c) The attorney is authorized to vote in accordance with the instructions given below in table.
If the shareholder chooses option (c); the directives for each item of the agenda are given by choosing among the given alternatives (accept or reject) for the related item and if the alternative "reject" is chosen, the dissenting opinion shall be stated which should be written in -if exists- the minutes of general assembly.
| Agenda Items (*) | Accept | Reject | Dissenting Opinion |
|---|---|---|---|
| 1. | |||
| 2. | |||
| 3. |
(*) Each item of the agenda is listed in order. If the minority has a separate draft resolution, this will be stated additionally for/by assuring proxy voting.
a) The attorney is authorized to vote according to his/her opinion.
b) The attorney does not have the power of representation on these issues.
c) The attorney is authorized to vote in accordance with special instructions given below.
SPECIAL INSTRUCTIONS; If exist, the special instructions to be given by the shareholder to the attorney are identified here.
1. I approve the representation of shares specified below by the attorney.
* This information is not required for dematerialized shares.
** For dematerialized shares, information about the group, if available, will be given instead of the number.
Name Surname/Commercial Title (*): (*) For foreign shareholders, if exist, the corresponding information must be submitted. TC Identification No. /Tax No, Trade Register and No. : MERSİS No. : Address :
Signature :
Note: A notarized Signatory Circular of the Principal shall be attached to the Power of Attorney.
Additional explanations to be made in accordance with the "Corporate Management Communiqué" numbered II.17.1 of the Capital Markets Board are presented in this section:
The company's issued capital shares are divided into 165,000,000 shares, each worth 1 Turkish Lira. The issued capital of the company consists of 15,000,000 Group A bearer shares and 150,000,000 Group B registered shares.
According to the 10th article titled General Assembly of our Articles of Association, "(A) group shareholders have 15 votes for one share, and (B) group shareholders have 1 vote for one share in ordinary and extraordinary General Assembly meetings.
Capital Structure as of December 31, 2023 as follows:
| December 31, 2023 |
|||||
|---|---|---|---|---|---|
| Name/Surname of Shareholder | Group | Share of Capital (%) |
Capital Amount (TL) |
||
| Naturel Holding A.Ş. | A | 9,09 | 15.000.000 | ||
| Naturel Holding A.Ş. | B | 51,06 | 84.250.000 | ||
| Yusuf Şenel | B | 12,12 | 20.000.000 | ||
| Public quotation | B | 27,73 | 45.750.000 | ||
| A | 9,09 | 15.000.000 | |||
| Total | B | 90,91 | 150.000.000 | ||
| 100 | 165.000.000 |
Information regarding the changes that took place in the fiscal period and are planned to be realized in the upcoming fiscal periods were disclosed in the material event disclosures. Relevant disclosures can be accessed on our company's website www.naturelelerji.com.tr and the website of the Public Disclosure Platform (KAP) at www.kap.org.tr
While preparing the agenda, attention is paid to the issues submitted by the shareholders to the Investor Relations Unit that they want include in the agenda, by the Board of Directors.
During the period when the agenda for the Ordinary General Assembly Meeting of 2023 was prepared, our company has not received any request in this regard.
Pursuant to the provisions of the Turkish Commercial Code and the provisions of the "Regulation Regarding the Methods and Principles of the General Assembly Meetings of Joint Stock Companies and the Ministry of Customs and Trade Representatives who shall Attend These Meetings" which was published by the Ministry of Trade in the Turkish Republic Official Gazette numbered 28481 and dated 28.11.2012, the General Assembly elect the Chairman to conduct the meeting and the Vice Chairman, if deemed necessary. The meeting chairmanship is authorized to sign the meeting minutes and other documents that form the basis of this minute.
The authority will be given to the chairmanship of the meeting for signing the minutes of the General Assembly will be put to the vote of the partners.
The annual report is disclosed at our Company Headquarters, the Central Registry Agency's Electronic General Assembly portal, the Public Disclosure Platform and the company's website at least three weeks before the General Assembly meeting, which is a legal obligation in line with the provisions of TCC and CMB and the Regulation of the Ministry of Customs and Trade. The Annual Activity Report of the Board of Directors for the fiscal period 01.01.2023-31.12.2023 will be read at the General Assembly Meeting and submitted to the discussion of our shareholders.
The Independent Audit Report summary for the fiscal period 01.01.2023-31.12.2023 shall be read at the General Assembly Meeting in line with the provisions of TCC, CMB and the Regulations of the Ministry of Customs and Trade.
Within the framework of the provisions of TCC and relevant regulation, the Financial Statements of 2023, which are submitted for the review of our shareholders at our Company Headquarters, on the company's website and Public Disclosure Platform three weeks before the General Assembly meeting, will be read at and submitted to discussion of our shareholders.
In accordance with the provisions of the TCC and the Regulation, the acquittal of the members of the Board of Directors for their 2023 activities and accounts will be submitted for the approval of the shareholders.
Our Board of Directors will present to the General Assembly for approval the Independent External Audit Firm determined in accordance with the Capital Markets Board Legislation, as per the views of the Audit Committee.
The year 2023 dividend distribution proposal which is given below of our Board of Directors and the proposal that shall be given by the shareholders will be submitted to the approval of Ordinary General Assembly.
| NATUREL YENİLENEBİLİR ENERJİ TİCARET ANONİM ŞİRKETİ | |||||||
|---|---|---|---|---|---|---|---|
| 1 | Paid -In/ Issued Capital | 165.000.000,00 | |||||
| 2 | Total Legal Reserve (According to Legal Records) |
8.400.876,73 | |||||
| Information regarding the privileges on profit distribution as per the | There are no | ||||||
| Company Articles of Association, if there are any | privileges. | ||||||
| According to Capital | According to the | ||||||
| Markets Board | Legal Records | ||||||
| 3 | Profit for the Period | 101.570.010,00 | 29.726.793,19 | ||||
| 4 | Taxes Payable (+) | -128.256.407,00 | 3.958.879,97 | ||||
| 5 | Net Profit for the Period (=) | 81.182.414,00 | 25.767.913,22 | ||||
| 6 | Accumulated Loss | 0,00 | 0,00 | ||||
| 7 | First Legal Reserve (-) | 1.288.395,66 | 1.288.395,66 | ||||
| 8 | Net Distributable Profit for the Period (=) | 79.894.018,34 | 24.479.517,56 | ||||
| 9 | Donations Made throughout the Year (+) | 17.219.416,28 | 0,00 | ||||
| 10 | Net Distributable Profit for the Period, Donations | 97.113.434,62 | 0,00 | ||||
| Included | 0,00 | ||||||
| 11 | First Dividend to Shareholders | 0,00 | 0,00 | ||||
| -Cash | 0,00 | 0,00 | |||||
| -Non paid-up share | 0,00 | 0,00 | |||||
| -Total | 0,00 | 0,00 | |||||
| 12 | Dividends Distributed to Preferred Shareholders | 0,00 | 0,00 | ||||
| 13 | Dividends Distributed to Members of Board of | 0,00 | 0,00 | ||||
| Directors, Employees etc. | 0,00 | ||||||
| 14 | Dividends Distributed to Holders of Usufruct | 0,00 | 0,00 | ||||
| Right Certificates | |||||||
| 15 | Second Dividend to Shareholders | 0,00 | |||||
| 16 | Second Legal Reserve | 0,00 | |||||
| 17 | Statutory Reserve | 0,00 | 0,00 | ||||
| 18 | Special Reserve | 0,00 | 13.271.374,55 | ||||
| 19 | Extraordinary Reserve | 79.894.018,34 | 11.208.123,01 | ||||
| 20 | Other Resources to be Distributed | 0,00 | 0,00 | ||||
Profit Distribution Proposal
* The net profit for the period is 229,826,417 (101,570,010+128,256,407), and since TRY 148,644,003 of this amount corresponds to the non-controlling interests, the net profit of the parent company amounting to TRY 81,182,414 was taken as the basis.
With the Board of Directors' resolution of our company dated May 9, 2024, According to the financial statements prepared in compliance with Capital Markets Legislation and the financial statements for 2023 prepared in accordance with the Tax Procedure Law, a period profit has been recorded. Considering our company's growth-oriented strategies and planned investment policies both domestically and internationally, it has been decided to propose at our company's Annual General Meeting, scheduled for June 3, 2024, not to distribute the distributable net period profit for 2023, as shown in the attached Dividend Distribution Table. Instead, it will be transferred to the Extraordinary Reserves account. This proposal will be presented for approval at the General Meeting.
In accordance with the CMB, TCC and regulations, taking into account the principles regarding the election of members of the Board of Directors included in our articles of association, new members of the Board of Directors whose term has expired will be elected. In addition, independent members will be elected in order to comply with the CMB's Corporate Governance Communiqué numbered II-17.1. The business and administration of the company is carried out by a Board of Directors consisting of at least six and at most eight members to be elected by the General Assembly in accordance with the provisions of the Turkish Commercial Code. According to Article 7 of our Articles of Association, members of the Board of Directors of our Company can be elected for a maximum of three years. Unless dismissed, members of the Board of Directors, whose election period has expired, may be re-elected.
At the 2022 Ordinary General Assembly Meeting held in 10.04.2023, Yusuf Şenel, Ebru Şenel, Bora Bilgin, Hilal Aslan, Ziya Akbaş and Uğur Yiğit were elected to the Board of Directors for one year until the next Ordinary General Assembly. During the relevant period, there is no membership vacant due to resignation or any other reason from the membership of the Board of Directors.
Following the evaluation of the 'Reports on the Independence of Independent Board Member Candidates' prepared by the Corporate Governance Committee in accordance with the Capital Markets Board's 'Corporate Governance Communiqué' II-17.1, published in the Official Gazette dated January 3, 2014, and the criteria outlined in Article 4.3.7 of the annexed Corporate Governance Principles, by the Company's Board of Directors with decision number 11 on April 1, 2024, it has been decided to propose Ms. Çiğdem Dilek and Mr. Ziya Akbaş, who meet all the criteria for Independent Board Membership, as Independent Board Member candidates to serve on our Company's Board of Directors for consideration at the 2023 Annual General Meeting. Other Board member candidates will be determined by the general assembly.
In the General Assembly, proposals made by the shareholders on this matter shall be put to vote. The monthly net wages to be paid to the members of the Board of Directors will be determined until the Ordinary General Assembly Meeting in 2023, while the discussion of activities of 2024 and these wages will be effective from the date of the general assembly.
11. Informing the shareholders about the donations and charities made by our Company in 2023 at the General Assembly, determining the limit of donations and charities to be made by our Company in 2024, in accordance with Article 19/5 of the Capital Market Law:
The limit of the donation to be made pursuant to Article 19/5 of the Capital Market Law should be determined by the general assembly in cases which is not specified in the articles of association, and information about donations and payments made must be submitted to the shareholders at the ordinary general assembly. The limit of donations and aids to be made in 2024 will be determined at the general assembly.
12. Submitting information on the subject that shareholders who have a management control, members of board of directors, managers with administrative liability and their spouses, relatives by blood or marriage up to second degrees or empowerment of the Board of Directors in connection with matters falling within the scope of articles 395 and 396 of the Turkish Commercial Code and the regulations of the Capital Markets Board and informing the shareholders about the transactions carried out within this scope in 2023 in line with the Corporate Governance Principles;
During the year, the shareholders holding the management control, the shareholder Board Members, senior executives and their spouses and relatives up to third degree by blood and affinity have not made any transaction that may cause conflict of interest with the company or its subsidiaries did not make a transaction of the type of business that falls within the scope of the business on behalf of himself or someone else. As in every general assembly, approval will be obtained from the general assembly within the framework of articles 395 and 396 of the Turkish Commercial Code.
Within the scope of article 12/4 of the "Corporate Governance Communiqué" of the Capital Markets Board, our shareholders will be informed about the guarantees, pledges, mortgages and sureties given by our company in favour of third parties in 2023, and the income or benefits the company has obtained from these transactions.
It has been decided, as per the Board of Directors' decision dated December 31, 2021, with decision number 2021/38, and revised by the Board of Directors' decision dated February 15, 2023, with decision number 2023/10, that the maximum number of shares for the share buyback, along with the bonus capital increase, is set at 17,500,000 shares (with a nominal value of TRY 17,500,000.00), and that the fund allocated for the share buyback is set at TRY 250,000,000.00."
In this context, the share buyback that took place in 2023 will be presented to the General Assembly for their information.
It will be submitted to the approval of the General Assembly to authorize the Board of Directors to decide on the distribution of Advance Dividends for the 2024 accounting period, within the scope of Article 14 of the Articles of Association titled Dividend Advance and the Capital Markets Board's Dividend Communiqué No. II-19.1 dated January 23, 2014.
In cases of insufficient profit or loss at the end of the 2024 accounting period, the issue that the advance dividend to be distributed will be deducted from the resources that may be subject to the profit distribution in the annual statement of financial position for the 2024 accounting period will be discussed and submitted to the approval of the general assembly.
17. Submitting information to the General Assembly about amendment Article 6, titled "Capital and Shares" of the Articles of Association, based on the amendment draft attached to the decision dated 06.02.2024, numbered 2024/04, made by our Board of Directors in accordance with the permission from Capital Markets Board on 15.02.2024 with reference number E-29833736-110.03.03-49779, and from the Ministry of Trade, Directorate General of Domestic Trade, on 20.02.2024 with reference number 50035491-431.02-00094193451
Our company will submit the amendment draft for the 6th article titled "Capital and Shares" of our Articles of Association, as an annex to the decision numbered 926/1207 dated 06.02.2024 by our Board of Directors, for approval by the General Assembly. This amendment is in accordance with the permissions obtained from the Capital Markets Board, dated 15.02.2024 and numbered E-29833736-110.03.03-49779, and from the Directorate General of Domestic Trade of the Ministry of Trade of the Republic of Turkey, dated 20/02024 and numbered 50035491-431.02-00094193451.
| OLD TEXT | NEW TEXT |
||||||
|---|---|---|---|---|---|---|---|
| CAPITAL: | CAPITAL: | ||||||
| Article 6: | Article 6: | ||||||
| The company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law No. 6362 and has switched to this system with the permission of the Capital Markets Board dated 02.07.2020 and numbered 19/412. The registered capital ceiling of the company is 100,000,000 (TwoHundredMillion) TL and divided into 100,000,000 (TwoHundredMillion) shares with a nominal value of 1 TL each |
The company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law No. 6362 and has switched to this system with the permission of the Capital Markets Board dated 02.07.2020 and numbered 19/412. The registered capital ceiling of the company is 1,500,000,000 (OneBillionFiveHundredMillion) TL and divided into 1,500,000,000 (OneBillionFiveHundredMillion) shares with a nominal value of 1 TL each |
||||||
| The registered capital ceiling permission granted by the Capital Markets Board is valid for the years 2019-2023 (5 years). Even if the authorized registered capital ceiling has not been reached at the end of 2023, it is obligatory to obtain authorization from the General Assembly for a new period, not exceeding 5 years, by obtaining permission from the Capital Markets Board for the given ceiling or a new ceiling amount. In case such authorization is not obtained, capital increase cannot be made with the decision of the board of directors. The issued capital of the company is 165,000,000 (one hundred and sixty five million) TL and the said issued capital has been paid in full and in cash, free from collusion. The distribution of the shares representing the capital is as follows. |
The registered capital ceiling permission granted by the Capital Markets Board is valid for the years 2024-2028 (5 years). Even if the authorized registered capital ceiling has not been reached at the end of 2028, it is obligatory to obtain authorization from the General Assembly for a new period, not exceeding 5 years, by obtaining permission from the Capital Markets Board for the given ceiling or a new ceiling amount. In case such authorization is not obtained, capital increase cannot be made with the decision of the board of directors. The issued capital of the company is 165,000,000 (one hundred and sixty five million) TL and the said issued capital has been paid in full and in cash, free from collusion. The distribution of the shares representing the capital is as follows. |
||||||
| Partner Name | Group | Number of Shares |
Share Amount | Partner Name | Group | Number of Shares |
Share Amount |
| Naturel Holding A.Ş. | A | 15,000,000 | 15,000,000 | Naturel Holding A.Ş. | A | 15,000,000 | 15,000,000 |
| Naturel Holding A.Ş | B | 84,000,000 | 84,000,000 | ||||
| Yusuf Şenel | B | 6,000,000 | 6,000,000 | Naturel Holding A.Ş | B | 84,000,000 | 84,000,000 |
| Public Portion | B | 60,000,000 | 60,000,000 | Yusuf Şenel | B | 6,000,000 | 6,000,000 |
| Public Portion | B | 60,000,000 | 60,000,000 |
| The capital of the company can be increased or decreased, if necessary, within | The capital of the company can be increased or decreased, if necessary, within |
|---|---|
| the framework of the provisions of the Turkish Commercial Code and the | the framework of the provisions of the Turkish Commercial Code and the |
| Capital Markets Legislation. | Capital Markets Legislation. |
| Group A shares are registered shares. Group B shares are written to the bearer. | Group A shares are registered shares. Group B shares are written to the bearer. |
| All of the portion of the issued capital to be offered to the public is covered | All of the portion of the issued capital to be offered to the public is covered |
| by the Group B bearer shares. | by the Group B bearer shares. |
| The Company's board of directors may not approve the transfer of A group | The Company's board of directors may not approve the transfer of A group |
| shares, provided that it is limited to the reasons defined in Article 493 of the | shares, provided that it is limited to the reasons defined in Article 493 of the |
| Turkish Commercial Code. | Turkish Commercial Code. |
| Unless otherwise agreed by the Board of Directors in capital increases, each | Unless otherwise agreed by the Board of Directors in capital increases, each |
| group shall exercise the right of recourse from its own group. In the event that | group shall exercise the right of recourse from its own group. In the event that |
| Group A shareholders have shares remaining from the use of the pre-emptive | Group A shareholders have shares remaining from the use of the pre-emptive |
| right, this share group shall be transformed into Group B and bearer shares | right, this share group shall be transformed into Group B and bearer shares |
| without any further action. However, if the Board of Directors restricts the | without any further action. However, if the Board of Directors restricts the |
| shareholders' right to receive new shares, all new shares to be issued shall be | shareholders' right to receive new shares, all new shares to be issued shall be |
| issued in writing to Group B and bearer. In addition, the board of directors is | issued in writing to Group B and bearer. In addition, the board of directors is |
| authorized to issue Group B bearer shares in return for Group A shares in | authorized to issue Group B bearer shares in return for Group A shares in |
| capital increases. | capital increases. |
| In accordance with the provisions of the Turkish Commercial Code Capital | In accordance with the provisions of the Turkish Commercial Code Capital |
| Markets Law, when deemed necessary the Board of Directors is authorized | Markets Law, when deemed necessary the Board of Directors is authorized |
| to increase the issued capital by issuing new shares up to the registered capital | to increase the issued capital by issuing new shares up to the registered capital |
| ceiling, to restrict the rights of privileged shareholders, to limit the | ceiling, to restrict the rights of privileged shareholders, to limit the |
| shareholders' right to purchase new shares, and to issue shares with a | shareholders' right to purchase new shares, and to issue shares with a |
| premium or below their nominal value. The authority to restrict the rights to | premium or below their nominal value. The authority to restrict the rights to |
| receive new shares cannot be used in a way that leads to inequality between | receive new shares cannot be used in a way that leads to inequality between |
| shareholders. | shareholders. |
| The shares representing the capital are recorded within the framework of the | The shares representing the capital are recorded within the framework of the |
| simplification principles. | simplification principles. |
During the year 2023, the issued capital of TRY 33,000,000 was increased to TRY 165,000,000, with TRY 30,671,972.41 covered from retained earnings and TRY 101,328,027.59 from internal resources. The amendment to the articles of association regarding this transaction is also provided below for reference.
| OLD TEXT | NEW TEXT |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| CAPITAL: | CAPITAL: | ||||||||
| Article 6: | Article 6: | ||||||||
| The company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law No. 6362 and has switched to this system with the permission of the Capital Markets Board dated 02.07.2020 and numbered 19/412. The registered capital ceiling of the company is 100.000.000 (TwoHundredMillion) TL and divided into 100.000.000 (TwoHundredMillion) shares with a nominal value of 1 TL each |
The company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law No. 6362 and has switched to this system with the permission of the Capital Markets Board dated 02.07.2020 and numbered 19/412. The registered capital ceiling of the company is 100.000.000 (TwoHundredMillion) TL and divided into 100.000.000 (TwoHundredMillion) shares with a nominal value of 1 TL each |
||||||||
| The registered capital ceiling permission granted by the Capital Markets Board is valid for the years 2019-2023 (5 years). Even if the authorized registered capital ceiling has not been reached at the end of 2023, it is obligatory to obtain authorization from the General Assembly for a new period, not exceeding 5 years, by obtaining permission from the Capital Markets Board for the given ceiling or a new ceiling amount. In case such authorization is not obtained, capital increase cannot be made with the decision of the board of directors. The issued capital of the company is 33.000.000 (thirty-three million) TL and the said issued capital has been paid in full and in cash, free from collusion. The distribution of the shares representing the capital is as follows. |
The registered capital ceiling permission granted by the Capital Markets Board is valid for the years 2019-2023 (5 years). Even if the authorized registered capital ceiling has not been reached at the end of 2023, it is obligatory to obtain authorization from the General Assembly for a new period, not exceeding 5 years, by obtaining permission from the Capital Markets Board for the given ceiling or a new ceiling amount. In case such authorization is not obtained, capital increase cannot be made with the decision of the board of directors. The issued capital of the company is 165.000.000 (one hundred and sixty five million) TL and the said issued capital has been paid in full and in cash, free from collusion. The distribution of the shares representing the capital is as |
||||||||
| Partner Name | Group | Number of Shares |
Share Amount | follows. Partner Name |
Group | Number of |
Share Amount | ||
| Yusuf Şenel | A | 3.000.000 | 3.000.000 | Shares | |||||
| Yusuf Şenel | B | 18.000.000 | 18.000.000 | Naturel Holding A.Ş. | A | 15.000.000 | 15.000.000 | ||
| Public Portion | B | 12.000.000 | 12.000.000 | Naturel Holding A.Ş | B | 84.000.000 | 84.000.000 |
| Yusuf Şenel | B | 6.000.000 | 6.000.000 | |
|---|---|---|---|---|
| Public Portion | B | 60.000.000 | 60.000.000 | |
| The capital of the company can be increased or decreased, if necessary, within | The capital of the company can be increased or decreased, if necessary, within | |||
| the framework of the provisions of the Turkish Commercial Code and the | the framework of the provisions of the Turkish Commercial Code and the | |||
| Capital Markets Legislation. | Capital Markets Legislation. | |||
| Group A shares are registered shares. Group B shares are written to the bearer. | Group A shares are registered shares. Group B shares are written to the bearer. | |||
| All of the portion of the issued capital to be offered to the public is covered | All of the portion of the issued capital to be offered to the public is covered | |||
| by the Group B bearer shares. | by the Group B bearer shares. | |||
| The Company's board of directors may not approve the transfer of A group | The Company's board of directors may not approve the transfer of A group | |||
| shares, provided that it is limited to the reasons defined in Article 493 of the | shares, provided that it is limited to the reasons defined in Article 493 of the | |||
| Turkish Commercial Code. | Turkish Commercial Code. | |||
| Unless otherwise agreed by the Board of Directors in capital increases, each | Unless otherwise agreed by the Board of Directors in capital increases, each | |||
| group shall exercise the right of recourse from its own group. In the event that | group shall exercise the right of recourse from its own group. In the event that | |||
| Group A shareholders have shares remaining from the use of the pre-emptive | Group A shareholders have shares remaining from the use of the pre-emptive | |||
| right, this share group shall be transformed into Group B and bearer shares | right, this share group shall be transformed into Group B and bearer shares | |||
| without any further action. However, if the Board of Directors restricts the | without any further action. However, if the Board of Directors restricts the | |||
| shareholders' right to receive new shares, all new shares to be issued shall be | shareholders' right to receive new shares, all new shares to be issued shall be | |||
| issued in writing to Group B and bearer. In addition, the board of directors is | issued in writing to Group B and bearer. In addition, the board of directors is | |||
| authorized to issue Group B bearer shares in return for Group A shares in | authorized to issue Group B bearer shares in return for Group A shares in | |||
| capital increases. | capital increases. | |||
| In accordance with the provisions of the Turkish Commercial Code Capital | In accordance with the provisions of the Turkish Commercial Code Capital | |||
| Markets Law, when deemed necessary the Board of Directors is authorized | Markets Law, when deemed necessary the Board of Directors is authorized | |||
| to increase the issued capital by issuing new shares up to the registered capital | to increase the issued capital by issuing new shares up to the registered capital | |||
| ceiling, to restrict the rights of privileged shareholders, to limit the | ceiling, to restrict the rights of privileged shareholders, to limit the | |||
| shareholders' right to purchase new shares, and to issue shares with a | shareholders' right to purchase new shares, and to issue shares with a | |||
| premium or below their nominal value. The authority to restrict the rights to | premium or below their nominal value. The authority to restrict the rights to | |||
| receive new shares cannot be used in a way that leads to inequality between | receive new shares cannot be used in a way that leads to inequality between | |||
| shareholders. | shareholders. | |||
| The shares representing the capital are recorded within the framework of the | The shares representing the capital are recorded within the framework of the | |||
| simplification principles. | simplification principles. |
The subject of whether to seek reimbursement from the board members responsible for the actions regarding the administrative fine decided to be imposed on Naturel Yenilenebilir Enerji Ticaret A.Ş. by the Capital Markets Board's bulletin numbered 2023/67 dated 02.11.2023 will be presented to the General Assembly for information.
The proposal to delegate the authority for issuing debt instruments to the board of directors in accordance with the Capital Markets Board's Communiqué on Debt Instruments numbered VII-128.8 will be discussed and submitted for approval at the General Assembly.
20. Wishes, recommendations and ending.
Born in 1977 in Şanlıurfa, Çiğdem Dilek, who graduated from Istanbul University Faculty of Law, is a lawyer. She completed her master's degree in Economic Law at Başkent University. Additionally, she received training in European Union Law at the London School of Economics for a period of 1 year in London.
Çiğdem Dilek, who has been practicing law in the field of private law since the beginning of her career, continues her work primarily in energy law, as well as commercial law, enforcement law, construction law, trademark and patent law, and administrative law. Fluent in English, she has represented numerous domestic and foreign companies and public institutions as a lawyer.
Av. Çiğdem Dilek is the founding president of the Energy Law Commission of the Ankara Bar Association. She is currently the President of the Board of Directors of the Solar Energy Investors Association. Additionally, she served as the chairman of the executive board of the EIF International Energy Congress, Turkey's largest energy congress, for 15 years.
Çiğdem Dilek also teaches courses on energy law, environmental law, and energy efficiency at various universities and private educational institutions. Furthermore, she provided 2 days of training on Energy Performance Contracts to employees of the Ministry of Energy and Natural Resources as part of the World Bank Project.
Ziya Akbaş, who was born in 1962 in Kahramanmaraş, completed his education in Erciyes University Faculty of Economics and Administrative Sciences, Department of Business Administration. Mr. Akbaş completed his master's degree in Business Management (MBA) at Piri Reis University Institute of Social Sciences. Ziya Akbaş worked as Accounting Officer, Regional Accounting Chief and Regional Manager in various private sector companies between 1987-1997. Mr. Akbaş, who became an Independent Accountant and Financial Advisor in 1997, is also worked as Trademark Attorney at the Turkish Patent Institute and Independent Auditor at Public Oversight Authority. He served as a Board Member in ASELSAN between 2014-2017. Ziya Akbaş is an Independent Member of the Board of Directors at Naturel Yenilenebilir Enerji Ticaret A.Ş. Esenboğa Elektrik Üretim A.Ş. and Margün Enerji Üretim Sanayi ve Ticaret A.Ş..
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