AGM Information • Jan 3, 2024
AGM Information
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The Ordinary General Meeting of our company will be held to discuss the agenda items given below at 11:30 on Wednesday, 20 December 2023 at Nidakule Kuzey Ataşehir Barbaros Mahallesi Begonya Sokak No:3 B3 katı 34746 Ataşehir/ İstanbul.
The shareholders can participate in the Ordinary General Assembly of our Company physically or electronically, in person or by proxy. Participation in the General Assembly electronically media is possible with the secure electronic signatures of the shareholder or their representatives. To this end, the shareholders that shall carry out transactions in the Electronic General Assembly System (EGKS) have to register to the Central Securities Depository of Turkey (Merkezi Kayıt Kuruluşu A.Ş. (MKK)) e-MKK Bilgi Portalı (Information Portal) and enter their information through a secure electronic signature. It is not possible for the shareholders or their representatives who have not registered to the E-MKK Bilgi Portalı and do not have electronic signatures to participate in the General Assembly over electronically.
Our shareholders who wish to participate in the General Meeting in person can use the rights related to their shares registered in the "Shareholders List" included in the MKK system by submitting their identification cards.
The shareholders who cannot participate in the meeting personally in either physical or electronically have to issue their powers of attorney in accordance with the example below or obtain an example of the power of attorney form from the Company Headquarters or the Company Web site at www.odasenerji.com and they should carry out the other issues stipulated in the "Communiqué on Voting by Proxy and Collection of Powers of Attorney by Invitation" No. II-30-1 of the Capital Market Board that was published in the Official Gazette dated 24 December 2013 and numbered 28861 and submit their powers of attorney, the signatures of which have been certified by a notary public, as attached to the Power of Attorney Form bearing their own signatures.
With the provisions of electronic voting related to the Agenda Items of the Ordinary General Assembly Meeting remaining reserved, open ballot method shall be used through raising hands.
As per article 415 paragraph 4 of the Turkish Trade Law numbered 6102 and article 30 paragraph 1 of the Capital Market Law numbered 6362, the right to participate and vote in the General Assembly shall not be dependent on the condition of reservation of the share certificates.
The detailed Information Document that comprises of the Board of Directors' Annual Report, Auditor's Report, Financial Statements for the year 2022 prepared within the framework of the provisions of the Capital Market Law and the related legislations, and the explanations and related documents within the framework of mandatory Corporate Governance Principles related to the proposal regarding Profit Distribution shall be made available within the legal period, 3 weeks before the meeting, for review by our Shareholders at the Company Headquarters and the Company Internet site at www.odasenerji.com

The stakeholders are also invited to the General Assembly meeting, but without the right to speak. We submit this information for our Shareholders and request their attendance.
ODAŞ ELEKTRİK ÜRETİM SANAYİ TİCARET A.Ş.
Our explanations made within the scope of Article 1.3.1 of the Corporate Governance Principles annexed to the Corporate Governance Communiqué numbered II.17.1 are given below:
The following table shows the current shareholder structure and voting rights of our shareholders:
| Shareholders | Group A | Group B | Total | Share Percentage |
Number of Votes |
Voting Rights (%) |
|---|---|---|---|---|---|---|
| BURAK ALTAY | 4,277,820 | 217.119.667,56 | 221,397,487.56 | 15.81% | 281,286,968 | 18.51% |
| ABDULKADİR BAHATTİN ÖZAL |
4,277,820 | 63.921.406,56 | 68,199,226.56 | 4.87% | 128,088,707 | 8.43% |
| BB ENERJİ YATIRIM SANAYİ VE TİC. A.Ş. |
- | 39.619.143,31 | 39,619,143.31 | 2.83% | 39,619,143 | 2.61% |
| DİĞER | - | 1.070.784.142,57 | 1,070,784,142.57 | 76.48% | 1,070,784,143 | 70.46% |
| TOPLAM | 8,555,640 | 1,391,444,360.00 | 1,400,000,000.00 | 100.00% | 1,519,778,960 | 100.00% |
Group (A) shares have privilege in the determination of the members of the board and in voting in the general meeting within the framework of articles 7, 8 and 10 of these Articles of Association (the Board of Directors, nomination for the Board of Directors, election of the chairman and the deputy chairman, representing the company and right to vote at the General Meeting).
At the ordinary and extraordinary General meetings of the company, group (A) shareholders shall have the right for 15 votes for each share while group (B) shareholders shall have right for 1 vote for each vote.
Two members of the Board of Directors which consists of minimum five (5) members must be elected by the general assembly among the members to be nominated by Group (A) shareholders.
There are no change in the management and business activities of the company and affiliates, realized in the last accounting year, or planned for the subsequent accounting year as to substantially affect the partnership activities.
No proposal (i.e. request in writing to be included in the meeting agenda) was presented by shareholders for the Ordinary General Meeting of 2022 to Investor Relations Department.

The Meeting Chairman will be elected to manage the General Meeting in accordance with the "Turkish Commercial Code (TCC) No. 6102", and the "Regulations on the Procedure and Rules for Joint Stock Company General Meetings and the Commissaries of the Ministry of Customs and Commerce to attend such meetings" (hereinafter called "Regulations" or "General Meeting Regulations") and Clause 7 of the General Meeting Bylaws.
It will be presented for the approval of the shareholders to authorize the Meeting Board for recording of the General Meeting Resolutions in accordance with the Turkish Commercial Code, Regulations and Corporate laws on General Meeting Rules.
In line with the Turkish Commercial Code, Regulations and the Capital Market Law and related regulations, Shareholders will be to informed, and shall approve of the shareholders for the 2022 Annual Report and Corporate Governance Communique Adaptation Report.
These reports shall be available for shareholders at the company's head office, at the Electronic General Meeting Portal of MKK, and company's website at www.odasenerji.com three weeks before the General Meeting.
A summary of the Independent Audit Report issued in line with the Turkish Commercial Code, Regulations and the Capital Market Law and related regulations, and published for three weeks before the date of meeting in the corporate principal office, the Electronic General Meeting Portal of MKK, and the company's website at www.odasenerji.com will be read, and explained to the General Meeting.
The Balance Sheet, Profit-Loss Statement for t fiscal year of 2022 issued as per Turkish Commercial Code, Regulations and the Capital Market Law and related regulation which are available three weeks before the General Meetings at company head office, the Electronic General Meeting Portal of MKK, and company's website at www.odasenerji.com shall be read to inform, and ask for approval for the shareholders.
Within the framework of the consolidated financial statements for the accounting period 01.01.2022 - 31.12.2022 prepared in accordance with the Turkish Accounting/Financial Reporting Standards , the Turkish Commercial Code and the Capital Markets Law and audited by As Bağımsız Denetim Anonim Şirketi (Nexia International) and the tables formed in accordance with the principles of the Tax Procedure Law from the activities in 2022 the Board of Directors of aunamiously decided not to distribute dividend as a result of the evaluation of the distributable profit figures in the financial statements and to be retained in the Company's equity. The Board resolution will be submitted for approval of our shareholders at the General Assembly.
The table prepared in accordance with the Dividend Distribution Table format in the Dividend Communiqué numbered II-19.1 of the Capital Markets Board and the Dividend Guideline announced in accordance with this communiqué is given in Table 1.
| ODAS ELEKTRİK URETİM SANAYi A.Ş 2022 Profit Distribution Table (TL) | |||
|---|---|---|---|
| 1. Paid/Issued Capital | 1.400.000.000 | ||
| 2. General Legal Reserve (As Per Legal Records) | 1.552.749 | ||
| Information Regarding Profit Distribution Privileges Recognized by the Articles of Association, | |||
| If Any | |||
| As Per CMB | As Per Statuory | ||
| Financials | |||
| 3. | Profit for the Year | 1.474.213.194 | 85.521.510 |
| 4. | Taxes ( -) | 242.752.569 | |
| 5. | Net Profit for the Year ( = ) | 1.716.965.763 | 85.521.510 |
| 6. | Previous Years Loses ( - ) | (493.286.234) | (46.770.982) |
| 7. | General Legal Reserve ( - ) | ||
| 8. | Distributable Net Profit for the Year (=) | 1.223.679.529 | 38.750.528 |
| 9. | General Donations Made Within the Year ( + ) | 2.127.862 | |
| 10. Net Distributable Profit of the Year, After Adding the | |||
| Donations | 1.225.807.391 | 38.750.529 | |
| 11. First Dividend to Shareholders | |||
| -Cash | |||
| -Bonus | |||
| - Sum | 0 | ||
| 12. Dividend Distributed to Previleged Shareholders | |||
| 13 | Other Distributed Profits | ||
| -To the Members of Board of Directors, | |||
| -Employees | |||
| -To Non-Shareholder Third Parties | |||
| 14. Dividend Distributed to Shareholders of Redeemed Shares | |||
| 15. Second Dividend To Shareholders | |||
| 16. Second General Legal Reserve | |||
| 17. Statuary Reserves | |||
| 18. Special Reserves | |||
| 19. Reserve for Contingencies | |||
| 20. Other Proposed Distributable Resources | 0 | 0 | |
| Share Premiums and Discounts |
| GROUP | Total Distributed Dividend | Total Distributed Dividend/ NET Distributable Profit | Dividend Corrosponding to 1 TRY Nomibal Value Share | |||
|---|---|---|---|---|---|---|
| NET | Cash (TL) | Bonus (TL) | Percentage (%) | Amount (TL) | Percentage(%) | |
| - | - | - | - | - | - | - |

Within the framework of the provisions of the Turkish Commercial Code and Regulation, the acquittal of our Board members individually for their activities, transactions and accounts for 2022 will be submitted to the approval of the General Assembly.
In accordance with the relevant regulations, the General Assembly will determine the number of members of the Board of Directors and the proposed candidates will be submitted to the approval of the General Assembly. On the other hand, pursuant to the Corporate Governance Principles, our Company is required to have at least 2 independent members on the Board of Directors.
In this context, information about the independent member candidates is disclosed to the public through this information document together with the announcement of the General Assembly meeting.
Within the framework of the report of the Corporate Governance Committee, the Board of Directors has sent its resolution on the election of Ms. Zehra Zeynep Dereli and Mr Umut Apaydın as independent member candidates to the Capital Markets Board for opinion pursuant to Article 4.3.7 of the appendix of the Corporate Governance Communiqué numbered II-17.1. It has been informed by the Capital Markets Board in its letter dated 23.06.2023 and numbered E-29833736-110.07.07.07-39089 that no negative opinion has been expressed regarding the candidates to be independent board members.
The resumes of the new Board member candidates are given in Annex-1 and the appointment of the Board member candidates will be submitted to the approval of the General Assembly. Declarations of independence of the independent member candidates are also presented in Annex-2.
Within the scope of the Company's Remuneration Policy, the monthly remuneration amount of the members of the Board of Directors will be determined.
In accordance with the Turkish Commercial Code and the CMB regulations, the formal opinion of the Audit Committee was taken in the Board of Directors' Meeting on 20.06.2023, whereupon it was decided to appoint "As Independent Auditors Inc. (Nexia International)" to audit the corporate financial statements and Board of Directors activity reports for 2023, which will be presented for approval of the General Assembly.

Donations and grants made in 2022 will be reported to the shareholders during the ordinary general meeting as per Paragraph 6 of the Dividends Communique No. II-19.1 of the Capital Market Board.
The General Assembly will determine the maximum limit of donations and grants to be made in 2023 as per Paragraph 6 of the Dividends Communique No. II-19.1 of the Capital Market Board.
As per Section 12 of the Capital Market Board's Communique on Corporate Management No. II-17.1, it will be informing the securities, liens, mortgages and bails given by the Company and/or Affiliates to the third persons and the consequent incomes and benefits uner a separate item of the General Meeting agenda.
Shareholders will be informed if any action was taken as part of the Capital Market Board Corporate Governance Communiqué's Annex clause 1.3.6.
The General Assembly will be informed if any transactions handled in 2022 with the related parties within the framework of the Capital Market Board's regulations.
The authorization of the Board of Directors as part of the articles 395 and 396 of Turkish Commercial Code will be presented for approval of the General Assembly.
At the end of the agenda, if there are any questions from shareholders, necessary explanations will be made.
After completing his primary and secondary education at TED Ankara College, he graduated from Üsküdar Cumhuriyet High School. In 1985, he enrolled in ITU Department of Control and Computer Engineering, and in 1988, after completing his education at Boğaziçi University Department of Physics Engineering, he started his business life. He worked as a manager in many companies in the construction, import, export and energy sectors. Mr. Özal is also the Chairman of Arsın Enerji Elektrik Üretim San Tic. A.Ş. (Chairman of the Board of Directors) Aköz Enerji Elektrik Üretim San Tic A.Ş. (Chairman of the Board of Directors) Hidro Kontrol Elektrik Üretim Sanayi Tic. A.Ş. (Chairman of the Board of Directors).
After graduating in 1999 from Koç University, Department of Business Administration, he completed his master's degree in financial law at Marmara University and worked as an assistant in cost accounting at Koç University. Mr. Altay is also the Chairman of Çan2 Termik A.Ş. (Chairman of the Board of Directors), Arsın Enerji Elektrik Üretim San Tic. A.Ş. (Vice Chairman of the Board of Directors), Hidro Kontrol Elektrik Üretim San Tic. A.Ş. (Board Member).
Graduated in 1972, Mr. Özal started working at the Aköz Foundation in 1994 and was appointed as the Director of the Foundation in 1996. He is currently a member of the Board of Directors of the Aköz Foundation, which provides scholarships to 250 students and supports many students and people in need. Mr. Özal is also a member of the Board of Directors of Aköz Tic. Müşavirlik ve Mümessillik A.Ş. (Board Member), Hidro Kontrol Elekrik Üretim San. A.Ş. (Board Member), Arsın Enerji Elektrik Üretim San Tic. A.Ş. (Board Member) Aköz Enerji Elektrik Üretim San. Tic. A.Ş. (Board Member).
Sn. Zehra Zeynep Dereli (Nominee of Independent Board Member)
Mrs. Dereli holds an MA in Development Economics from SOAS University in London and a BA in economics and a certificate in mathematics and Middle Eastern studies from Princeton University. She started his career at Dundas & Ünlü Securities in Istanbul, working in the Mergers and Acquisitions department. He then joined Shell Trading and Shipping in London where he worked in the Risk Analysis, Research and Compliance teams. After returning to Turkey, she worked as a Financial Analyst and Supply Analyst at Shell Turkey. Mrs. Dereli continued her career by assuming duties in various organizations that support the development of the Turkish economy. She was also the director of the Atlantic Council Black Sea Energy and Economic Forum, and for a period he prepared and presented the weekly program "Leaders and Decisions" on the political agenda on SKY Türk and CNBC-E channels. Moreover, Mrs. Dereli is the founder and CEO of GLOW Communications and APCO Turkey, before launching the social responsibility project DRUM (Dialogue, Respect and Understanding through Music). Ms. Dereli, who founded Turkey's first Technology and Human Colleges (Tink), which focuses on people, in order to raise technology literates and entrepreneurs of the future by taking into account the cultural needs of the society, was also awarded the female entrepreneur of the year award by Ekonomist Magazine in 2021. Ms. Dereli, who continues to serve as a member of the executive board and CEO of industrial companies at Calinos Holding, is involved in other social responsibility projects, including ITU BMT-KAUM Advisory Board, TÜBİSAD and WTech, and Endeavour, which she co-founded.
Sn. Umut Apaydın (Nominee of Independent Board Member)
Mr. Apaydın graduated from Darmstadt Institute of Technology, Germany in 1998 with a double major in Mechanical Engineering and Business Administration. Immediately after graduation, Mr. Apaydın started his career as a Debt Markets Analyst at JP Morgan Securities in New York between 1998 and 2009, where he served as Partner and Vice President in Private Equity, Structured Credit Products and Alternative Investments. In 2009, Mr. Apaydın continued his career at Sunrise Securities as General Director of Investor Relations and Marketing, where he was involved in the creation of the MLP fund, a type of private equity.
Between 2009-2012, Mr. Apaydın worked as Global Marketing and Investor Relations Director at Indicus Advisors LP, a capital investment and consulting company. Between 2012 and 2016, Mr. Apaydın continued his career at Koç Holding, where he played an active role in strategic planning, mergers and acquisitions in the Group's Tourism, Food and Retail businesses. Between 2014 and 2016, he worked as Business Development Director at Setur A.Ş., Koç Group's tourism business. From 2016 to 2019, Mr. Apaydın worked at Brightstar Corp. as Senior Director of International Product Management, International Business Development, Global Sales and Portfolio Management for Financial Services and Insurance Services in the U.S. and Canada, and then as Financial Advisor at Prudential Advisors Miami in 2019 and Mass Mutual Miami in 2020. Mr. Apaydın speaks fluent German, French, Italian, English and advanced Spanish.
I hereby declare that, with respect to Odaş Elektrik Üretim Sanayi Tic. A.Ş. I am a candidate to serve as an "Independent Member" in the Board of Directors within the scope of the criteria set forth in the legislation, articles of association and the Capital Markets Board's (CMB) Corporate Governance Communiqué;
Due to my election to the Board of Directors as an "Independent Member", in accordance with the regulations of the Capital Markets Board on Corporate Governance
Yours Sincerely
Umut Apaydın
I hereby declare that, with respect to Odaş Elektrik Üretim Sanayi Tic. A.Ş. I am a candidate to serve as an "Independent Member" in the Board of Directors within the scope of the criteria set forth in the legislation, articles of association and the Capital Markets Board's (CMB) Corporate Governance Communiqué;
Due to my election to the Board of Directors as an "Independent Member", in accordance with the regulations of the Capital Markets Board on Corporate Governance
Yours Sincerely
Zehra Zeynep Dereli
I hereby assign …………... with the detailed information below as my proxy to represent me, to vote, to make proposals, and to sign the required documents in parallel with the opinions I have specified below in the Ordinary General Meeting of ODAŞ ELEKTRİK ÜRETİM SANAYİ TİCARET ANONİM ŞİRKETİ for the year 2022 to be held at 11.30 on Wednesday, 20 December 2023 at Nidakule Kuzey Ataşehir Barbaros Mahallesi Begonya Sokak No:3 B3 katı 34746 Ataşehir/ İstanbul.
The Proxy's(*)
(*) For proxies of foreign nationality, the equivalent of the listed information, if any, must be submitted.
For the sections 1 and 2 below, one of the options from (a), (b), or (c) should be chosen to specify the authorization scope.
In case the shareholder chooses option (c), the instructions for each agenda item is given by checking the options (accept or reject) given against the related general assembly item and, if the reject option is chosen, then by the dissenting opinion requested to be written in the general assembly minutes, if any.
| Meeting Agenda | Accept | Reject | Dissenting Opinion |
|
|---|---|---|---|---|
| 1 | Opening and Election of the Meeting Chairman | |||
| 2 | Authorization of the Meeting Board to Sign the Minutes of Meeting | |||
| 3 | Reading, discussion and approval of the 2022 Annual Report prepared by the Board of Directors |
|||
| 4 | Reading, discussion and approval of the Independent Audit Report for the 2022 Accounting Year |
| Dissenting | ||||
|---|---|---|---|---|
| Meeting Agenda | Accept | Reject | Opinion | |
| 5 | Reading, discussion and approval of the Balance Sheet and Profit-Loss Statement for the 2022 Accounting, |
|||
| 6 | Discussing and deciding on the Board of Directors' proposal regarding the company's profit distribution for 2022 |
|||
| 7 | Making a decision on the acquittal of the Board of Directors members individually for the Company activities in 2022 |
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| 8 | Election of the Board of Directors Members and Determination Their Term of Office |
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| 9 | Determination of Monthly Remunerations of Board of Directors Members |
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| 10 | General Assembly's Approval for the Independent Audit Company suggested by the Board of Directors for auditing the Corporate Financial Statements and Board of Directors' Reports of 2023 in accordance with the Turkish Commercial Code and the Capital Market Board Regulations, |
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| 11 | Informing the shareholders for the donations made by the Company in 2022, |
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| 12 | Decision on the limits of donations and grants to be made by the Company in 2023, |
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| 13 | Informing the Shareholders on the securities, pledges, liens and bails given to the third persons in 2022 as per the respective regulations of the Capital Market Board, and the consequent incomes and benefits, |
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| 14 | Informing shareholders as part of the Capital Market Board Corporate Governance Communiqué's Annex clause 1.3.6., |
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| 15 | Informing the shareholders for the transactions handled with the related parties in 2022 within the framework of the regulations of the Capital Market, |
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| 16 | Authorizing the Board of the Directors as part of the articles 395 and 396 of Turkish Commercial Code, |
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| 17 | Wishes and opinion. |
(*) The items included in the General Assembly agenda are listed separately. If the minority has a separate draft resolution, this is specified separately to ensure voting by proxy.
The special instructions to be given to the proxy by the shareholder, if any, are stated here.
* This information is not required for shares monitored from the registry.
** For shares monitored from the registry, information on the group, if any, shall be given rather than number.
2. It approves the representation by my proxy of all my shares in the list of shareholders that might participate in the general assembly, which is prepared one day before the general assembly date.
NAME SURNAME or TITLE OF THE SHAREHOLDER(*):
Republic of Turkey ID No/Tax No:
Trade Registry and Number and MERSIS number:
Address:
(*) For shareholders of foreign nationality, the equivalent of the listed information, if any, must be submitted.
Signature:
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