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ÇATES ELEKTRİK ÜRETİM A.Ş.
Pre-Annual General Meeting Information • Jul 10, 2025
10654_rns_2025-07-10_a7a47a55-ca0d-49eb-94ca-e4359f30160c.pdf
Pre-Annual General Meeting Information
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INFORMATION DOCUMENT OF ÇATES ELEKTRİK ÜRETİM ANONİM ŞİRKETİ REGARDING THE ORDINARY GENERAL ASSEMBLY MEETING FOR THE YEAR 2024
DISCLOSURES
WITHIN THE SCOPE OF CAPITAL MARKETS BOARD REGULATIONS
General explanations for those related to the agenda items among the disclosures required to be made pursuant to the Capital Markets Board's ("CMB") Corporate Governance Communiqué No. II-17.1 ("Communiqué"), are presented below for your information.
1. Shareholding Structure and Voting Rights
Below you will find information regarding the Company's ownership structure, including the total number of shares and voting rights as of the publication date of this Information Document. If there are any privileged share groups in the Company's capital, details on the number of shares, voting rights, and the nature of these privileges for each group are also provided:
1.1. The issued capital of our company, which is 165.200.000,00 (onehundredsixtyfivemilliontwohundredthousand) TL within the registered capital ceiling of 300.000.000,00 (threehundredmillion) Turkish Liras (TL), is divided into 165.200.000 (one hundredsixtyfivemilliontwohundredthousand) registered shares with a nominal value of 1.00 (one) TL each.
This entire capital has been paid in cash and is free from any collusion. The Company's issued capital of TL 300,000,000.00 (three hundred million) is divided into 84,243,000 (eighty-four million two hundred forty-three thousand) Class A registered shares, each with a nominal value of TL 1.00 (one), and 80,957,000 (eighty million nine hundred fifty-seven thousand) Class B registered shares, each with a nominal value of TL 1.00 (one).
| Real and Legal Persons Directly Holding Capital as of the Latest Status | |||
|---|---|---|---|
| ------------------------------------------------------------------------- | -- | -- | -- |
| Shareholder's Name/Commercial Title |
Share in Capital (TL) | Share in Capital (%) | |
|---|---|---|---|
| Parla Enerji Yatırımları A.Ş. | 132.150.000 | 79,99 | |
| Publicly Traded | 33.050.000 | 20,01 | |
| Total | 165.200.000 | 100,00 |
Information on Shares Representing Capital
| Share Group |
Privilage | Registered/Bearer | Nominal Value of Each Share |
Traded on Stock Exchange |
Nominal Amount (TL) | Capital Share/Voting Right (%) |
|---|---|---|---|---|---|---|
| A | Yes | Registered | 1 | Not Traded | 84.243.000 | 50.99 |
| B | No | Registered | 1 | Traded | 80,957,000 | 49.01 |
1.2. According to Company's Articles of Association;
• For A group shares to continue representing at least 30% of the Company's issued capital, if the board of directors consists of five members, two members; if it consists of six or seven members, three members; and if it consists of eight or nine members, four members must be elected from among the candidates nominated by the shareholders holding the majority of the capital represented by A group shares.
Provided that the quorum requirements specified in the Capital Markets Law and the Turkish Commercial Code are maintained, the Company's general assembly must also obtain the affirmative vote of the shareholders holding the majority of the capital represented by A group shares to make decisions on the following matters and on amendments to the articles of association that fall within the scope of these matters:
- Approval of the budget,
- Amendments to the articles of association, except for capital increases conducted under the registered capital system.
- Changes to the Company's scope of business, entering new business lines, or abandoning existing ones,
- Capital increases (other than those under the registered capital system), liquidation, termination, capital decreases, or changes in the Company's legal type,
- Filing for bankruptcy, concordat, or financial restructuring under Article 309/m of the Enforcement and Bankruptcy Law No. 2004.
- Transferring all or part of the Company's commercial enterprise.
2. Information on Significant Changes in Management and Operations of Our Company and its Subsidiaries that Occurred in the Past Fiscal Period or are Planned for Future Fiscal Periods, and the Reasons for These Changes:
There have been no significant changes in management or operations for the Company or its subsidiaries that occurred in the past fiscal period or are planned for future fiscal periods that would significantly impact the Company's operations. Such matters are disclosed to the public through material event disclosures, and such disclosures are subject to https://www.cates.com.tr/ozel-durum-aciklamalari address and our Company's Public Disclosure Platform (KAP) page.
3. If the general assembly agenda includes the dismissal, replacement, or election of board members, information must be provided regarding the reasons for dismissal or replacement, along with the résumés of candidates, their roles in the last decade and reasons for leaving, the nature and materiality of their relationships with the company and its related parties, their independence status, and any similar matters that could impact company operations if they are elected
Since the term of office for the Board of Directors members ends on June 11, 2027, no Board of Directors member election will be held.
Due to Hamdi ALP's resignation as a Board of Directors Member, and in accordance with our Board of Directors' decisions dated October 15, 2024 (numbered 2024/26) and October 24, 2024 (numbered 2024/27), Baran SALDANLI has been appointed as a Board of Directors Member to serve until June 11, 2027, in line with Article 8 of the company's articles of association and due to Emirhan KARAYAY's resignation as a Board of Directors Member, and in accordance with Board of Directors' decisions dated October 15, 2024 (numbered 2024/26) and October 24, 2024 (numbered 2024/27), Fatma Elif YAĞLI has been appointed as a Board of Directors Member to serve until June 11, 2027, in line with Article 8 of the company's articles of association. These amendments shall be submitted to the approval of the shareholders at the Ordinary General Assembly meeting to be held regarding the activities of 2024.
The résumés of Baran SALDANLI and Fatma Elif YAĞLI, who were appointed in 2024, can be accessed at the corporate website https://www.cates.com.tr/yonetim-kurulu.
4. Information on the Requests of the Shareholders, CMB and Other Public Authorities to Add Items to the Agenda:
No such request has been submitted for the Ordinary General Assembly meeting where the activities for 2024 will be discussed.
THE EXPLANATIONS REGARDING THE AGENDA ITEMS OF THE ORDINARY GENERAL ASSEMBLY MEETING FOR THE YEAR 2024, TO BE HELD ON AUGUST 1, 2025
1. Election of Meeting Chair and Authorization to Sign Meeting Minutes
In accordance with the Turkish Commercial Code (TTK) No. 6102, the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to be Present at These Meetings ("the Regulation"), and Article 7 of the General Assembly Internal Directive, a Meeting Chair will be elected to preside over the General Assembly meeting. The Meeting Chair will appoint at least one Minute Taker and, if deemed necessary, a sufficient number of vote counters, in accordance with the General Assembly Internal Directive. The Meeting Chair is authorized to sign the meeting minutes and other documents forming the basis of these minutes.
2. Reading, Discussion, and Approval of the 2024 Annual Report Prepared by the Company's Board of Directors.
In accordance with the Turkish Commercial Code (TTK), the Regulation, and relevant Capital Markets Law regulations, Board of Directors' Activity Report, which has been made available for shareholder review at our Company Headquarters, on the Central Registry Agency's (MKK) Electronic General Assembly portal, and on our Company's corporate website at https://www.cates.com.tr/faaliyet-raporlarifor three weeks prior to the General Assembly meeting, will be read and presented for the shareholders' opinion and discussion at the General Assembly.
3. Reading, discussion and approval of the 2024 Commitment Report prepared by the Company's Board of Directors.
In accordance with the Turkish Commercial Code (TTK), the Regulation, and relevant Capital Markets Law regulations, our Board of Directors' Compliance Report, which has been made available for shareholder review for three weeks prior to the General Assembly meeting at our Company Headquarters, on the Central Registry Agency's (MKK) Electronic General Assembly portal, and on our Company's corporate website at https://www.cates.com.tr/faaliyet-raporlariwill be read and presented for the shareholders' opinion and discussion at the General Assembly.
4. Reading of the Independent Audit Report for the 2024 Fiscal Year.
The Independent Audit Reports prepared by Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., selected to audit the 2024 fiscal year's financial statements and reports and conduct other related activities in accordance with the Turkish Commercial Code No. 6102 and Capital Markets Law No. 6362, will be read and presented for shareholder review at the General Assembly, having been available for inspection for three weeks prior to the meeting at the Company's headquarters, on MKK's Electronic General Assembly portal, and on the Company's corporate website at https://www.cates.com.tr/finansal-raporlar .
5. Reading, discussion and approval of the Financial Statements for the fiscal year 2024.
In accordance with the Turkish Commercial Code (TTK), the Regulation, and relevant Capital Markets Law regulations, our financial statements which have been made available for shareholder review for three weeks prior to the General Assembly meeting at our Company Headquarters, on the Central Registry Agency's (MKK) Electronic General Assembly portal, and on our Company's corporate website at https://www.cates.com.tr/finansal-raporlar.
6. Resolution on the Board of Directors' proposal regarding the profit/loss for the 2024 fiscal year.
In accordance with the company's decision dated 09.07.2025, and numbered 2025/12, the situation regarding the inability to distribute profits will be submitted for the approval of shareholders at the Ordinary General Assembly meeting.
7. Information on related party transactions that occurred in 2024.
Shareholders will be informed about Ongoing Related Party Transactions that exceed 3% of net sales in the previous fiscal year's financial statements, conducted within the framework of the Corporate Governance Communiqué II-17.1 and our Company's Principles on Related Party Transactions.
8. Election of the Independent Auditor for the 2024 Activity Period.
In accordance with the Turkish Commercial Code (TTK) and Capital Markets Board (SPK) regulations, and pursuant to our Company's Board of Directors' decision dated June 16, 2025, and numbered 2025/10, the election of PWC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi as the independent auditor for auditing our Company's financial reports for the 2025 fiscal year and carrying out other activities within the scope of relevant laws, will be submitted for the approval of shareholders.
9. Discussion and Resolution on the Individual Acquittal of Board of Directors Members for the 2024 Fiscal Year.
The individual acquittal of our Board of Directors members for their activities, transactions, and accounts in the 2024 fiscal year will be submitted for the approval of shareholders.
10. Information on 2024 Transactions of Persons Specified in Principle 1.3.6 of the Corporate Governance Principles, Annexed to the Capital Markets Board's Communiqué II-17.1 on Corporate Governance.
In accordance with CMB's mandatory Corporate Governance Principle 1.3.6, if shareholders holding management control, members of the board of directors, executives with administrative responsibilities, and their spouses and relatives by blood or affinity up to the second degree, conduct a significant transaction that could create a conflict of interest with the company or its subsidiaries, and/or engage in a commercial transaction within the company's or its subsidiaries' scope of business on their own behalf or on behalf of others, or join another company engaged in the same type of commercial activities as an unlimited partner; these transactions will be included as a separate agenda item in the general assembly for detailed information to be provided, and will be recorded in the general assembly minutes.
Shareholders will be informed about transactions of this nature that occurred during the 2024 operational period, some shareholders with management control, board members, executives with administrative responsibilities, and their spouses and relatives up to the second degree by blood or affinity, also serve as board members in other Aydem Group companies, including those with similar business activities to our Company.
No significant transaction requiring disclosure under Principle 1.3.6 of the Corporate Governance Communiqué occurred in 2024.
11. Submission of the changes in the members of the Board of Directors for approval, Since the term of office of the members of the Board of Directors expires on June 11, 2027, no election will be held for a Board Member;
Due to Hamdi ALP's resignation as a Board of Directors Member, and in accordance with our Board of Directors' decisions dated October 15, 2024 (numbered 2024/26) and October 24, 2024 (numbered 2024/27), Baran SALDANLI has been appointed as a Board of Directors Member to serve until June 11, 2027, in line with Article 8 of the company's articles of association, due to Emirhan KARAYAY's resignation as a Board of Directors Member, and in accordance with our Board of Directors' decisions dated October 15, 2024 (numbered 2024/26) and October 24, 2024 (numbered 2024/27), Fatma Elif YAĞLI has been appointed as a Board of Directors Member to serve until June 11, 2027, in line with Article 8 of the company's articles of association These amendments will be submitted to the approval of the shareholders at the Ordinary General Assembly meeting to be held regarding the activities of 2024.
12. Authorizing the members of the Board of Directors to perform the activities listed in Articles 395 and 396 of the Turkish Commercial Code No. 6102,
It is only possible for the members of our Board of Directors to carry out transactions within the framework of the first paragraph of Article 395 titled "Prohibition of Transactions with the Company and Borrowing from the Company" and Article 396 titled "Prohibition of Competition" of the TCC only with the approval of the General Assembly.
In order to fulfill the requirements of these regulations, the authorization will be submitted to the approval of the shareholders at the General Assembly.
13. Informing and approving the Shareholders about the payments made within the scope of the Remuneration Policy for the Members of the Board of Directors and Senior Executives.
The Remuneration Policy for the members of the Board of Directors and senior executives, which was put in writing in accordance with the CMB's Mandatory Corporate Governance Principle No. 4.6.2, was adopted by the Board of Directors decision dated 15.02.2023 and numbered 2023/13, and was read and submitted to the information of our shareholders at the Ordinary General Assembly Meeting of 2023 held on 11.06.2024 https://www.cates.com.tr/politikalar/ucretlendirme-politikasi it is also disclosed to the public on the corporate website.
Shareholders will be informed about the benefits provided by our Company to its Board of Directors members and senior executives, as detailed in the "Related Party Transactions" section of our financial reports for the 2024 operating year.
14. Determining the remuneration of the members of the Board of Directors and their rights such as attendance fees, bonuses and premiums.
The Remuneration Policy for the members of the Board of Directors and senior executives, which was put in writing in accordance with the CMB's Mandatory Corporate Governance Principle No. 4.6.2, was adopted by the Board of Directors' resolution dated 15.02.2023 and numbered 2023/13, and was read and submitted for the information of our shareholders at the 2023 Ordinary General Assembly meeting held on 11.06.2024 https://www.cates.com.tr/politikalar/ucretlendirme-politikasi it is also disclosed to the public on the corporate website.
In this regard, the attendance fee to be paid to the members of the board of directors in 2025 will be submitted to the approval of the shareholders.
15. Information on Donations and Aid Made During the 2024 Operating Period,
In accordance with Capital Markets Board Communiqué II-19.1 on Dividends Article 6, Communiqué II-17.1 on Corporate Governance Article 1.3.10, and the Donation and Aid Policy approved by the Board of Directors' decision dated February 15, 2023, and numbered 2023/13 which was presented to our shareholders at the Ordinary General Assembly meeting held on11.06.2024, information on donations and aid made during the year has been published on our website at, https://www.cates.com.tr/politikalar/bagis-ve-yardim-politikasi it is and will be presented to shareholders.
16. Discussion and Resolution on Setting an Upper Limit for Donations and Aid in 2025
The upper limit for donations and aid to be made in 2025 will be decided by the shareholders at the General Assembly meeting.
17. Information on Guarantees, Pledges, Mortgages, and Sureties Provided in Favor of Third Parties, and the Income or Benefits Obtained Therefrom, During the Company's 2024 Operating Period, as per CMB Regulations.
In accordance with Article 12 of the Capital Markets Board's Communiqué II-17.1 on Corporate Governance, guarantees, pledges, mortgages, and sureties provided by our Company and its Subsidiaries in favor of third parties, along with any resulting income or benefits, must be included as a separate item on the ordinary general assembly meeting agenda, and this matter is detailed in footnote 12 of the Financial Statements.
18. Election of a Sustainability Auditor for the 2024 Activity Period,
In accordance with TTK (Turkish Commercial Code) regulations and our Company's Board of Directors' decision dated July 9, 2025, and numbered 2025/13, the election of Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi to conduct the limited assurance audit of our Company's 2024 TSRS-compliant sustainability reports will be submitted for the shareholders' approval.