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GALATA WIND ENERJİ A.Ş.

AGM Information Apr 18, 2024

5915_rns_2024-04-18_8bf8d788-7e9e-4da7-bdf5-1cf1af0b4817.html

AGM Information

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Summary Info Results of the Ordinary General Assembly Meeting
Update Notification Flag Yes
Correction Notification Flag No
Postponed Notification Flag No

General Assembly Invitation

General Assembly Type Annual
Begining of The Fiscal Period 01.01.2023
Ending Date Of The Fiscal Period 31.12.2023
Decision Date 21.03.2024
General Assembly Date 18.04.2024
General Assembly Time 10:00
Record Date (Deadline For Participation In The General Assembly) 17.04.2024
Country Turkey
City İSTANBUL
District ÜSKÜDAR
Address Galata Wind Enerji AS Şirket Merkezi, Burhaniye Mahallesi Kısıklı Caddesi No:65 34676 Üsküdar/İstanbul

Agenda Items

1 - Opening, forming the Chairmanship to preside over the meeting, and authorizing the meeting chairmanship to sign the Minutes of the Meeting.

2 - Reading out, discussing and submitting for approval the Annual Report of the Board of Directors for the fiscal period January 1, 2023 - December 31, 2023.

3 - Reading out the Summary Independent Audit Report for the accounting period January 1, 2023 - December 31, 2023, without submitting it to the General Assembly for voting and making a decision.

4 - Reading out, discussing and submitting for approval the Financial Statements for the January 1, 2023 - December 31, 2023 accounting period.

5 - Releasing each member of the Board of Directors and senior executives individually for their activities, transactions and accounts for the accounting period January 1, 2023 - December 31, 2023.

6 - Reading out, discussing and submitting for approval the Board of Directors' dividend distribution proposal for the accounting period January 1, 2023 - December 31, 2023.

7 - Determining the number of Board members and their terms and electing the members to serve on the Board of Directors for the determined term.

8 - Informing the shareholders about the payments made within the scope of the Remuneration Policy applicable for the members of the Board of Directors and executives with administrative responsibilities, without voting and resolution at the General Assembly.

9 - Determining the remunerations for the Members of the Board of Directors during their term.

10 - Discussion and approval of the Board of Directors' proposal regarding the appointment of an Independent Audit Firm in accordance with the Turkish Commercial Code and Capital Markets Board regulations.

11 - Determining the upper limit for donations and aids, which will be extended in accordance with the Company's Articles of Association and the proposal of the Board of Directors, until the until the Ordinary General Assembly Meeting, where the activities and accounts for the accounting period 1 January 2024 - 31 December 2024 will be discussed and authorizing the Board of Directors.

12 - Discussing and submitting for approval the authorization of the Board of Directors until the Ordinary General Assembly Meeting, where the activities and accounts for the accounting period of January 1, 2024 – December 31, 2024 will be reviewed, regarding the issuance of capital market instruments (including warrants), which represent indebtedness, up to the amount permitted by the Capital Markets Board, the Turkish Commercial Code, Capital Markets Law, Capital Markets Legislation, and applicable legislation, and the determination of the issuance time and terms.

13 - Discussing and submitting for approval the issues of authorizing the Board of Directors to grant advance dividends up to the amount permitted by the Turkish Commercial Code, the Capital Market Law Capital Markets Legislation and related legislation within the scope of the Company's Articles of Association, determining the timing 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 offset against the funds that may be distributed in the annual financial statement for the relevant accounting period.

14 - Submitting for the approval the authorization of the members of the Board of Directors to conduct the activities and transactions specified in Articles 395 and 396 of the Turkish Commercial Code.

15 - Informing the shareholders, without voting and resolution at the General Assembly, about the shareholders with management control, members of the Board of Directors, and executives with administrative responsibilities, their spouses and relatives by blood or marriage up to the second degree if they have performed materially significant transactions that could cause a conflict of interest with the company or its subsidiaries and/or engaged in commercial activities on their own or others' behalf in an area that falls within the activities of the company or its subsidiaries, or entered into another partnership that engages in the same type of activity as a partner with unlimited liability.

16 - Informing the shareholders, without voting and resolution at the General Assembly, about the donations and aids extended by the Company in the accounting period of January 1, 2023 – December 31, 2023 in accordance with the Capital Markets Legislation and applicable regulations, and the beneficiaries thereof.

17 - Informing the shareholders, without voting and resolution at the General Assembly, about the guarantees, collaterals, liens, and sureties extended in favor of third parties and whether any income and benefits have been earned as a result.

18 - Informing the shareholders about the company's current sustainability strategy and relevant action plans.

Corporate Actions Involved In Agenda

Dividend Payment

General Assembly Results

Was The General Assembly Meeting Executed? Yes
General Assembly Results - The annual report and the annual financial statements of the Board of Directors were approved.
- The members of the Board of Directors were discharged.
- It was decided to distribute gross TL 437,000,000.00 (net TL 393,300,000.00) as cash dividend and to start dividend distribution as of 29.08.2024.
- The number of members of the Board of Directors was set at 6. The following candidates were appointed for 1 (one) year as members of the Board of Directors: Mr. Çağlar Göğüş, Mr. Burak Kuyan, Mr. Bora Yalınay and Ms. Neslihan Sadıkoğlu, as well as Mr. Hüseyin Faik Açıkalın (independent) and Mr. Ozan Korkmaz (independent).
- DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (a member firm of Deloitte) was elected as the independent auditor for the 2024 accounting period.
- It was decided to set the upper limit for donations and grants within an accounting period at TL 20,000,000.
- It was resolved to authorize the Board of Directors to issue capital market instruments (including warrants) and to determine the timing and conditions of issuance and to authorize the Board of Directors to issue advance dividends and to determine the timing and conditions of issuance.

Decisions Regarding Corporate Actions

Dividend Payment Discussed

General Assembly Result Documents

Appendix: 1 GK Tutanak_18.04.2024.pdf - Minute
Appendix: 2 Hazirun_List of Attendees.pdf - List of Attendants
Appendix: 3 AGM Mintues_18.04.2024.pdf - Minute

Additional Explanations

The Annual General Meeting of our Company for the accounting period from January 1, 2023 to December 31, 2023 will convene on Thursday, April 18, 2024 at 10:00 a.m. at the Company Headquarters located at Burhaniye Mahallesi, Kısıklı Caddesi, No:65, Üsküdar/İstanbul to discuss and pass resolutions on the items on the agenda. The text of the notice convening the Ordinary General Meeting of Shareholders, including the agenda and a sample power of attorney, has been published in the Turkish Trade Registry Gazette dated March 26, 2024 and is also attached to this notice. Information and documents related to the Annual General Meeting are also available on our corporate website at www.galatawindenerji.com.

This statement has been translated into English for informational purposes. In the event of any discrepancy between the Turkish and English versions of this disclosure statement, the Turkish version shall prevail.

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