Pre-Annual General Meeting Information • May 4, 2023
Pre-Annual General Meeting Information
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| Summary Info | Ordinary General Assembly Meeting |
| Update Notification Flag | No |
| Correction Notification Flag | No |
| Postponed Notification Flag | No |
General Assembly Invitation
| General Assembly Type | Annual |
| Begining of The Fiscal Period | 01.01.2022 |
| Ending Date Of The Fiscal Period | 31.12.2022 |
| Decision Date | 04.05.2023 |
| General Assembly Date | 01.06.2023 |
| General Assembly Time | 14:00 |
| Record Date (Deadline For Participation In The General Assembly) | 31.05.2023 |
| Country | Turkey |
| City | İZMİR |
| District | KEMALPAŞA |
| Address | Ramada Hotel & Suites by Wyndham İzmir – Ankara Asfaltı 24. Km. 44/6 35735 Ulucak, Kemalpaşa – İZMİR |
Agenda Items
1 - Commencement of the meeting, selecting the Chairman of the Meeting and authorizing the Chairman of the Meeting to execute the minutes of the General Assembly meeting,
2 - Reading, negotiating and presenting to the approval of the General Assembly of the Board of Directors' Activity Report and the Independent Audit Report for the 2022 accounting period,
3 - Reading, negotiating and presenting to the approval of the General Assembly of the Financial Position, Profit/Loss, Other Comprehensive Income, Cash Flow Statements for the 2022 accounting period,
4 - Submission of the profit distribution proposal of the Board of Directors for the 2022 accounting period to the approval of the General Assembly,
5 - Submitting the release of the members of the Board of Directors separately to the approval of the General Assembly (In accordance with the second paragraph of Article 436 of the Turkish Commercial Code, the members of the board of directors and the authorized signatories in the management shall not exercise their rights to vote arising from their shares during the decision-taking regarding the release of the members of the Board of Directors.),
6 - Elections for the memberships to the Board of Directors and determination of their terms of office by the General Assembly (Executive board members Erkan Güldoğan and Harun Yıldızhan, non-executive board member Hüsamettin Önder, and - in accordance with respectively Board of Directors Decisions numbered 2023/28 and 2023/29 both dated 3rd of May, 2023 - Ferhat Fırat and Ali İlker Koç, who are independent non-executive board members, shall be proposed to continue their duties for one-year terms.).
7 - Making decisions on the fees to be paid to the members of the Board of Directors, compensating for the expenses related to their duties and their other rights,
8 - Submitting to the permission of the General Assembly the matter of the Chairman and members of the Board of Directors carrying out the transactions written in Article 395 of the Turkish Commercial Code
9 - Informing the General Assembly about the guarantees, pledges, mortgages and sureties given by the Company in favor of third parties in 2022 in accordance with the regulations of the Capital Markets Board,
10 - Informing the General Assembly regarding the related party transactions carried out in 2022 in accordance with the regulations of the Capital Markets Board,
11 - Informing the General Assembly about the donations and aids made by the Company to foundations and associations in 2022 for social aid in accordance with the regulations of the Capital Markets Board, informing the General Assembly in accordance with the Announcement made pursuant to the Decision of the Board Decision Body dated 9th of February, 2023 and numbered 8/174 published in the CMB Bulletin No. 2023/9 following he earthquakes that took place in Kahramanmaraş on 6th of February, 2023, and determination of an upper limit by the General Assembly for donations to be made in 2023
12 - Evaluating and deciding on the proposal of the Board of Directors regarding the independent external auditor of the Company for the year 2023, and election of the independent auditor
13 - In accordance with the permissions received through the Republic of Turkey Capital Markets Board Presidency's official letter dated 24th of March, 2023 and numbered E-29833736-110.04.04-35144, and Republic of Turkey Ministry of Commerce Domestic Commerce General Directorate's official letter dated 11th of April, 2023 and numbered E-50035491-431.02-00084507665, amendment of Article 6 of the Company's articles of association titled "Capital and Shares"
14 - Informing the General Assembly about the new Disclosure Policy adopted by the Board of Directors through its Decision dated 4th of May, 2023 and numbered 2023/26
15 - Informing the General Assembly about the share buy-back program approved by the Board of Directors through the Decision dated 27th of February, 2023 and numbered 2023/10, and the transactions carried out within the scope of the said program,
16 - Asking wishes and requests from those present at the meeting, closing of the meeting.
Corporate Actions Involved In Agenda
| Dividend Payment |
| Authorized Capital |
General Assembly Invitation Documents
| Appendix: 1 | Say 2022 OGK Davet Mektubu TR.pdf - Announcement Document |
| Appendix: 2 | Say 2022 OGK Letter Of Invitation EN.pdf - Announcement Document |
| Appendix: 3 | Say 2022 Bilgilendirme Dokümanı TR.pdf - General Assembly Informing Document |
| Appendix: 4 | Say 2022 INFORMATION MEMORANDUM EN.pdf - General Assembly Informing Document |
Additional Explanations
Our company Say Yenilenebilir Enerji Ekipmanları Sanayi ve Ticaret Anonim Şirketi's Ordinary General Assembly Meeting for Year 2022 is going to be conducted on 1st of June, 2023 Thursday as per our Board of Directors' Decision numbered 2023/30 and dated 3rd of May, 2023.
Detailed information concerning the Ordinary General Assembly Meeting, the items on the agenda, and the procedures for utilizing items on the agenda are laid down through this notification.
Invitation Letter to the Ordinary General Assembly Meeting and the Disclosure Document prepared by our Board of Directors are attached.
Respectfully submitted to the information of our Esteemed Shareholders.
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