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AYDEM YENİLENEBİLİR ENERJİ A.Ş.

Pre-Annual General Meeting Information Jul 18, 2025

5892_rns_2025-07-18_f2eb04be-cf3b-4385-8225-0d4a6d065984.pdf

Pre-Annual General Meeting Information

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Denizli Trade Registry Directorate Trade Registry Number: 13798

INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING FOR THE YEAR 2024, TO BE HELD ON AUGUST 11, 2025 FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF AYDEM YENİLENEBİLİR ENERJİ ANONİM ŞİRKETİ,

In accordance with our Board of Directors' decision dated July 17, 2025, and numbered 2025/18, our Company's Ordinary General Assembly Meeting for 2024 will be held on Monday, August 11, 2025, at 11:00 AM, at Adalet Mahallesi, Hasan Gönüllü Bulvarı No.15/1 Merkezefendi Denizli, to discuss and resolve the matters listed in the agenda (ANNEX-1).

The General Assembly meeting agenda, the 2024 integrated activity report and affiliation report, independent audit report, principles regarding related party transactions, 2024 financial position statement, profit and loss account, the amendment text for Article 6 titled "Capital" of the company's articles of association, and a detailed Information Document including the necessary explanations for compliance with Capital Markets Board regulations regarding these agenda items, along with their annexes, will be made available for review by shareholders three weeks before the meeting, within the legal period, at the company's headquarters located at Adalet Mahallesi Hasan Gönüllü Bulvarı 15/1 Merkezefendi, Denizli, on the company's corporate website www.aydemyenilenebilir.com.tr, and on the Electronic General Assembly System ("e-GKS") provided by the Central Registry Agency Inc. ("CRA"), concerning the matters to be discussed at our Company's 2024 Ordinary General Assembly Meeting.

In accordance with Article 30 of the Capital Markets Law, the Company's Board of Directors prepares a list of attendees based on the shareholder list provided by the Central Registry Agency (CRA), and only shareholders named on this list may attend the General Assembly. Pursuant to Article 415 of the Turkish Commercial Code, shareholders whose names appear on the attendance list prepared by the Board of Directors can participate in the General Assembly meeting. For shares monitored dematerialized, the "Shareholder List" provided by the CRA as of 11:59 PM one day before the General Assembly meeting is used to prepare the attendance list. Shareholders on this list may attend the General Assembly meeting in person or via their representatives at the aforementioned address, or if they prefer, they may participate electronically through the "e-GKS" using their secure electronic signatures, either in person or via their representatives.

Shareholders may authorize their representatives either by using the "e-GKS" (Electronic General Assembly System) or by completing and signing the proxy form (ANNEX-2) provided below (or obtained from our Company Headquarters or our corporate website at https://www.aydemrenewablesinvestorrelations.com.tr/kurumsal-yonetim/genel-kurul attaching their notarized power of attorney or a notarized signature circular to a proxy form bearing their own signature, all in accordance with the Capital Markets Board's Communiqué on Voting by Proxy and Proxy Solicitation (Serial II-30.1)

To attend the General Assembly Meeting in person;

  • Individual shareholders must present their identity documents,
  • Legal entity shareholders must present the identity documents of the individuals authorized to represent and bind the legal entity, along with their authorization documents,

  • Representatives of individuals and legal entities must present their identity documents and representation documents,
  • Representatives authorized through the "e-GKS" (Electronic General Assembly System) can participate by presenting their identity documents and signing the attendance list.

Shareholders or their representatives wishing to participate in the General Assembly meeting electronically must fulfill their obligations in accordance with the "Regulation on General Assemblies to Be Held Electronically in Joint Stock Companies" published in the Official Gazette dated August 28, 2012, and numbered 28395, and the "Communiqué on the Electronic General Assembly System to Be Applied in General Assemblies of Joint Stock Companies" published in the Official Gazette dated August 29, 2012, and numbered 28396. Failure to do so will prevent their participation in the meeting.

Shareholders attending the General Assembly electronically via e-GKS are kindly requested to obtain information regarding the procedures and principles for participation, proxy appointment, making proposals, expressing opinions, and voting from MKK's (Central Registry Agency) website at www.mkk.com.tr .

At the Ordinary General Assembly Meeting, open voting by show of hands will be used for the agenda items, provided that the provisions for electronic voting remain reserved.

You can find detailed information regarding the processing of your personal data by our Company, in accordance with the Personal Data Protection Law No. 6698, in the "Personal Data Protection Policy" published on our corporate website at https://www.aydemyenilenebilir.com.tr/bilgi/26/ki-isel-verilerinkorunmas-.

In accordance with the Capital Markets Law, shareholders of registered shares traded on the stock exchange will not be additionally notified via registered mail.

This is hereby announced for the information of our esteemed shareholders.

ANNEX -1

AYDEM AGENDA FOR THE ORDINARY

GENERAL ASSEMBLY MEETING OF AYDEM YENİLEBİLİR ENERJİ ANONİM ŞİRKETİ FOR THE YEAR 2024, TO BE HELD ON AUGUST 11, 2025, AT 11:00 AM 2024

  • 1. Opening and election of the Meeting Chairman and authorizing the Meeting Chairman to sign the minutes of the meeting,
  • 2. Reading, discussion, and approval of the 2024 Integrated Activity Report prepared by the Company's Board of Directors,
  • 3. Reading, discussion, and approval of the 2024 Affiliation Report prepared by the Company's Board of Directors,
  • 4. Reading of the Independent Audit Report for the 2024 accounting period,
  • 5. Reading, discussion, and approval of the Financial Statements for the 2024 accounting period,
  • 6. Resolution on the Company's Board of Directors' proposal regarding profit/loss for the 2024 accounting period,
  • 7. Providing information on related party transactions conducted in 2024,
  • 8. Selection of the Independent Auditor for the 2025 operating period,
  • 9. Discussion and resolution regarding the individual release (ibra) of Board members for the 2024 accounting period,
  • 10. Submission of Board member changes for approval,
  • 11. Selection of the Sustainability Auditor for the 2024 operating period,
  • 12. Information and approval regarding payments made under the Remuneration Policy for Board Members and Senior Executives,
  • 13. Determination of the remuneration, attendance fees, bonuses, and premiums for Board Members,
  • 14. Providing information on transactions in 2024 by individuals mentioned in Principle 1.3.6 of the Capital Markets Board's Communiqué on Corporate Governance (Serial II-17.1),
    • 15. Authorization for Board Members to conduct business as per Articles 395 and 396 of the Turkish Commercial Code (Law No. 6102),
    • 16. Providing information on donations and aid made during the 2024 operating period,
    • 17. Discussion and resolution on setting an upper limit for donations and aid to be made in 2025,
    • 18. Informing about guarantees, pledges, mortgages, and sureties given in favor of third parties, and the income or benefits obtained therefrom, during the Company's 2024 operating period, as required by Capital Markets Board regulations,
    • 19. Providing information on share buyback-sale or Eurobond buyback transactions,
    • 20. Reading, discussion, and approval of the amendment to Article 6 of the Company's Articles of Association, which concerns "Capital," regarding the extension of the registered capital ceiling authorization period to cover the years 2025-2029 (5 years),
    • 21. Wishes, recommendations and closing.

ANNEX-2

POWER OF ATTORNEY

Aydem Yenilenebilir Enerji A.Ş.

I, the undersigned, hereby appoint _____________________________ as my proxy to represent me, cast votes, make proposals, and sign necessary documents at the Ordinary General Assembly meeting of Aydem Yenilenebilir Enerji A.Ş. for the year 2024, which will be held on Monday, August 11, 2025, at 11:00 AM, at Adalet Mahallesi, Hasan Gönüllü Bulvarı No.15/1 Merkezefendi Denizli, in accordance with the views I have expressed below

Proxy's(*);

Name Surname/Commercial Title:

Turkish ID No./Tax ID, Trade Registry and Number, and MERSIS Number:

(*)For foreign national proxies, providing equivalent information, if any, is mandatory.

A) SCOPE OF REPRESENTATION AUTHORITY

For sections 1 and 2 below, the scope of representation authority must be determined by selecting one of options (a), (b), or (c).

1. Regarding Matters on the General Assembly Agenda;

a) The proxy is authorized to cast votes according to their own judgment.

b) The proxy is authorized to cast votes in line with the company management's proposals.

c) The proxy is authorized to cast votes in accordance with the instructions specified in the table below.

Instructions:

If option (c) is selected by the shareholder, instructions for specific agenda items should be provided by marking one of the options (approve or reject) next to the relevant general assembly agenda item. If the "reject" option is chosen, any dissenting opinion requested to be included in the general assembly minutes must also be stated.

Agenda Items
(*)
Accepted Rejection Dissenting
Opinion

1. Opening and Election of the Meeting Chair, and authorizing
the Meeting Chair to sign the meeting minutes,
2. Reading, discussing, and approving the 2024 Integrated
Activity Report prepared by the Company's Board of
Directors,
3. Reading, discussing, and approving the 2024 Affiliation
Report prepared by the Company's Board of Directors,
4. Reading of the Independent Audit Report for the 2024
accounting period,
5. Reading, discussion, and approval of the Financial Statements
for the 2024 accounting period,
6. Resolution on the Company's Board of Directors' proposal
regarding profit/loss for the 2024 accounting period,
7. Providing
information
on
related
party
transactions
conducted in 2024,
8. Selection of the Independent Auditor for the 2025 operating
period,
9. Discussion and resolution regarding the individual release
(ibra) of Board members for the 2024 accounting period,
10. Submission of Board member changes for approval,
11. Selection of the Sustainability Auditor for the 2024 operating
period,
12. Information and approval regarding payments made under the
Remuneration Policy for Board Members and Senior
Executives,
13. Determination of the remuneration, attendance fees, bonuses,
and premiums for Board Members,
14. Providing information on transactions in 2024 by individuals
mentioned in Principle 1.3.6 of the Capital Markets Board's
Communiqué on Corporate Governance (Serial II-17.1),
15. Authorization for Board Members to conduct business as per
Articles 395 and 396 of the Turkish Commercial Code (Law
No. 6102),
16. Providing information on donations and aid made during the
2024 operating period,
17. Discussion and resolution on setting an upper limit for
donations and aid to be made in 2025,
18. Informing about guarantees, pledges, mortgages, and sureties
given in favor of third parties, and the income or benefits
obtained therefrom, during the Company's 2024 operating
period, as required by Capital Markets Board regulations,
19. Providing information on share buyback-sale or Eurobond
buyback transactions,
20. Reading, discussion, and approval of the amendment to
Article 6 of the Company's Articles of Association, which
concerns "Capital," regarding the extension of the registered

capital ceiling authorization period to cover the years 2025-
2029 (5 years),

21. Wishes, recommendations and closing.

2. Special Instructions Regarding Other Matters That May Arise at the General Assembly Meeting, Especially Concerning the Exercise of Minority Rights:

  • a) The proxy is authorized to cast votes according to their own judgment.
  • b) The proxy is not authorized to represent on these matters.
  • c) The proxy is authorized to cast votes in accordance with the special instructions below.

Special Instructions. (Any specific instructions from the shareholder to the proxy should be stated here.)

B) The shareholder indicates the shares it wishes the proxy to represent by selecting one of the following options.

1. I approve the representation of my shares, detailed below, by the proxy.

  • a) Issue and Series:
  • b) Number/Group:
  • c) Quantity Nominal Value:
  • d) Whether there are voting privileges:
  • e) Bearer Registered to Name:
  • f) Ratio of the shareholder's total shares/voting rights
  • * This information is not required for dematerialized shares.

**For dematerialized shares, group information (if any) will be provided instead of a number.

2. I approve the representation by the proxy of all my shares listed in the shareholder attendance list prepared by the Central Registry Agency Inc. one day prior to the General Assembly meeting.

FULL NAME or TITLE OF SHAREHOLDER (*)

T.R. Identity No/Tax No, Trade Registry and Number and MERSIS number:

Address:

(*) For foreign shareholders, the equivalent of the aforementioned information, if any, must be submitted.

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