AGM Information • May 5, 2022
AGM Information
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The Ordinary General Assembly Meeting of our Company for the year 2021 shall convene at Kızılırmak Mah. 1450 Sok. ATM Plaza Kat:14 No:1/68 Çukurambar Çankaya/ANKARA, at 09:30 am, on, April 29, 2022 to discuss the below-mentioned agenda and reach at a decision thereupon.
In order for shareholders to attend the General Assembly, they must be registered in the "Shareholders List" prepared by Central Securities Depository Institution (MKK). Whether the persons physically attending the meeting are shareholders or representatives will be checked through the list of shareholders.
Attendance of our shareholders or their representatives in electronic media is possible by their secure electronic signature. Hence our shareholders, who will use Electronic General Assembly Meeting System, should sign up or login to Central Securities Depository Institution (MKK) e-MKK Information Portal, submit their contact information and possess electronic signature. It is not possible to attend the general assembly meeting in electronic media for shareholders or their representatives without signing up and logging in the e-MKK Information Portal and having electronic signature. Moreover, those shareholders or their representatives who want to attend General Assembly Meetings in the electronic environment must fulfil their liabilities in accordance with "Regulation Regarding Participation to General Assembly Meetings of Joint Stock Companies on Electronic Medium".
In accordance with Article 1527 of the Turkish Commercial Code numbered 6102, the "Regulation Regarding Participation to General Assembly Meetings of Joint Stock Companies on Electronic Medium" of the Ministry of Customs and Trade, published in the Official Gazette dated 28 August 2018 and numbered 28395, has come into force at 01.01.2012. With this regulation, it has become compulsory for companies whose shares are listed on the stock exchange, to participate in the general assembly meetings electronically and to implement the electronic voting system.
Our shareholders who cannot attend the meeting in person, are required to arrange their proxies in accordance with the attached sample and submit their notary approved power of attorney to our Company, by fulfilling the requirements set forth by the Capital Markets Board. A proxy document is not required from a proxy appointed electronically through the Electronic General Meeting System. The proxy documents which do not comply with the requirements of the aforementioned Communiqué, and the sample form attached within the invitation to the general assembly meeting document shall not be accepted, given our legal liability.
The reports of the Board of Directors, Independent Audit Company Report, Financial Tables and Activity Report of the Board of Directors with Corporate Governance Principles Compliance Report for the year 2021 will be available for review by the shareholders at the Company headquarters and our web site at "www.naturelenerji.com.tr" at least three weeks prior to the meeting. In accordance with the arrangements set forth by Capital Markets Board (CMB), the documents of the General Assembly Meeting with the documents mentioned above will be available at Public Disclosure Platform (KAP) and our web site at "www.naturelenerji.com.tr".
Our shareholders who will vote with the Electronic General Assembly System can obtain information from the Central Registry Agency, our company's website www.naturelenerji.com.tr or the Company Headquarters (Tel: +90 312 467 18 33) in order to fulfil their obligations under the relevant Regulation and Communiqué.
It is duly submitted to inform our Esteemed Shareholders.
Kind Regards,
I hereby appoint _______________________ as my attorney in order to represent me, to vote, to make proposals and to sign the required documents in the Ordinary General Assembly Meeting of Naturel Yenilenebilir Enerji Ticaret A.Ş. to be held on April 29, 2022, at 9:30 am, at Kızılırmak Mah. 1450 Sok. ATM Plaza Kat:14 No:1/68 Çukurambar, Çankaya, ANKARA
(*) For foreign attorneys, if exist, the corresponding information must be submitted.
For sections 1 and 2 given below, the scope of the representative power should be determined by choosing one of the options (a), (b) or (c).
a) The attorney is authorized to vote according to his/her opinion.
b) The attorney is authorized to vote on proposals of the company management.
c) The attorney is authorized to vote in accordance with the instructions given below in table.
If the shareholder chooses option (c); the directives for each item of the agenda are given by choosing among the given alternatives (accept or reject) for the related item and if the alternative "reject" is chosen, the dissenting opinion shall be stated which should be written in -if exists- the minutes of general assembly.
| Agenda Items (*) | Accept | Reject | Dissenting Opinion |
|---|---|---|---|
| 1. | |||
| 2. | |||
| 3. |
(*) Each item of the agenda is listed in order. If the minority has a separate draft resolution, this will be stated additionally for/by assuring proxy voting.
a) The attorney is authorized to vote according to his/her opinion.
b) The attorney does not have the power of representation on these issues.
c) The attorney is authorized to vote in accordance with special instructions given below.
SPECIAL INSTRUCTIONS; If exist, the special instructions to be given by the shareholder to the attorney are identified here.
1. I approve the representation of shares specified below by the attorney.
* This information is not required for dematerialized shares.
** For dematerialized shares, information about the group, if available, will be given instead of the number.
Name Surname/Commercial Title (*): (*) For foreign shareholders, if exist, the corresponding information must be submitted. TC Identification No. /Tax No, Trade Register and No. : MERSİS No. : Address :
Signature :
Note: A notarized Signatory Circular of the Principal shall be attached to the Power of Attorney.
Additional explanations to be made in accordance with the "Corporate Management Communiqué" numbered II.17.1 of the Capital Markets Board are presented in this section:
The company's issued capital shares are divided into 33,000,000 shares, each worth 1 Turkish Lira. The issued capital of the company consists of 3,000,000 Group A bearer shares and 30,000,000 Group B registered shares.
According to the 10th article titled General Assembly of our Articles of Association, "(A) group shareholders have 15 votes for one share, and (B) group shareholders have 1 vote for one share in ordinary and extraordinary General Assembly meetings.
Capital Structure as of December 31, 2021 as follows:
| December 31, 2021 |
|||
|---|---|---|---|
| Name/Surname of Shareholder | Group | Share of Capital (%) |
Capital Amount (TL) |
| Yusuf Şenel | A | 9,09 | 3.000.000 |
| Yusuf Şenel | B | 57,19 | 18.873.000 |
| Public quotation | B | 33,72 | 11.127.000 |
| A | 9,09 | 3.000.000 | |
| Total | B | 90,91 | 30.000.000 |
| 100 | 33.000.000 |
Information regarding the changes that took place in the fiscal period and are planned to be realized in the upcoming fiscal periods were disclosed in the material event disclosures. Relevant disclosures can be accessed on our company's website www.naturelelerji.com.tr and the website of the Public Disclosure Platform (KAP) at www.kap.org.tr
While preparing the agenda, attention is paid to the issues submitted by the shareholders to the Investor Relations Unit that they want include in the agenda, by the Board of Directors.
During the period when the agenda for the Ordinary General Assembly Meeting of 2021 was prepared, our company has not received any request in this regard.
Pursuant to the provisions of the Turkish Commercial Code and the provisions of the "Regulation Regarding the Methods and Principles of the General Assembly Meetings of Joint Stock Companies and the Ministry of Customs and Trade Representatives who shall Attend These Meetings" which was published by the Ministry of Trade in the Turkish Republic Official Gazette numbered 28481 and dated 28.11.2012, the General Assembly elect the Chairman to conduct the meeting and the Vice Chairman, if deemed necessary. The meeting chairmanship is authorized to sign the meeting minutes and other documents that form the basis of this minute.
The authority will be given to the chairmanship of the meeting for signing the minutes of the General Assembly will be put to the vote of the partners.
The annual report is disclosed at our Company Headquarters, the Central Registry Agency's Electronic General Assembly portal, the Public Disclosure Platform and the company's website at least three weeks before the General Assembly meeting, which is a legal obligation in line with the provisions of TCC and CMB and the Regulation of the Ministry of Customs and Trade. The Annual Activity Report of the Board of Directors for the fiscal period 01.01.2021-31.12.2021 will be read at the General Assembly Meeting and submitted to the discussion of our shareholders
The Independent Audit Report summary for the fiscal period 01.01.2021-31.12.2021 shall be read at the General Assembly Meeting in line with the provisions of TCC, CMB and the Regulations of the Ministry of Customs and Trade.
Within the framework of the provisions of TCC and relevant regulation, the Financial Statements of 2021, which are submitted for the review of our shareholders at our Company Headquarters, on the company's website and Public Disclosure Platform three weeks before the General Assembly meeting, will be read at and submitted to discussion of our shareholders.
In accordance with the provisions of the TCC and the Regulation, the acquittal of the members of the Board of Directors for their 2021 activities and accounts will be submitted for the approval of the shareholders.
In line with the opinions of the Audit Committee, our Board of Directors will submit the independent audit of the Company for the year 2022 by Güncel Bağımsız Denetim Danışmanlık ve YMM A.Ş. to the approval of the General Assembly in accordance with the Capital Markets Board Legislation.
The year 2021 dividend distribution proposal which is given below of our Board of Directors and the proposal that shall be given by the shareholders will be submitted to the approval of Ordinary General Assembly.
| NATUREL YENİLENEBİLİR ENERJİ TİCARET ANONİM ŞİRKETİ | |||||
|---|---|---|---|---|---|
| 1 | Paid -In/ Issued Capital | 33.000.000,00 | |||
| 2 | Total Legal Reserve (According to Legal Records) |
4.460.840,92 | |||
| Information regarding the privileges on profit distribution as per the | There are no | ||||
| Company Articles of Association, if there are any | privileges. | ||||
| According to Capital | According to the | ||||
| Markets Board | Legal Records | ||||
| 3 | Profit for the Period | 1.029.465.403,00 | 12.088.836,43 | ||
| 4 | Taxes Payable (+) | (5.372.542) | (2.379.462) | ||
| 5 | Net Profit for the Period (=) | 611.988.564,00 | 9.709.374,12 | ||
| 6 | Accumulated Loss | 0,00 | 0,00 | ||
| 7 | First Legal Reserve (-) | 485.468,71 | 485.468,71 | ||
| 8 | Net Distributable Profit for the Period (=) | 611.503.095,29 | 9.223.905,41 | ||
| 9 | Donations Made throughout the Year (+) |
1.161.602,06 | 0,00 | ||
| 10 | Net Distributable Profit for the Period, Donations | 612.664.697,35 | 0,00 | ||
| Included | 0,00 | ||||
| 11 | First Dividend to Shareholders | 8.250.000,00 | 0,00 | ||
| -Cash | 8.250.000,00 | 0,00 | |||
| -Non paid-up share | 0,00 | 0,00 | |||
| -Total | 0,00 | 0,00 | |||
| 12 | Dividends Distributed to Preferred Shareholders | 0,00 | 0,00 | ||
| 13 | Dividends Distributed to Members of Board of | 0,00 | 0,00 | ||
| Directors, Employees etc. | 0,00 | ||||
| 14 | Dividends Distributed to Holders of Usufruct | 0,00 | 0,00 | ||
| Right Certificates | |||||
| 15 | Second Dividend to Shareholders |
0,00 | |||
| 16 | Second Legal Reserve | 660.000,00 | |||
| 17 | Statutory Reserve | 0,00 | 0,00 | ||
| 18 | Special Reserve | 0,00 | 0,00 | ||
| 19 | Extraordinary Reserve | 602.593.095,29 | 0,00 | ||
| 20 | Other Resources to be Distributed | 0,00 | 0,00 | ||
Profit Distribution Proposal
* The net profit for the period is TRY 1,024,902,861 (TRY 1,029,465,403 - TRY 5,372,542), and since TRY 412,104,297 of this amount corresponds to the non-controlling interests, the net profit of the parent company amounting to TRY 611,988,564 was taken as the basis.
According to the decision of Company's Board of Directors, dated 23 March 2022; it was resolved to propose the profit distribution for the year 2021 as in the attached tables which will be as lump sum and the profit distribution on the date of 10 May 2022. It is decided that these matters to be submitted to the General Assembly's approval at Our Company's Ordinary General Assembly Meeting which is planned to be held in April 2022.
In accordance with the CMB, TCC and regulations, taking into account the principles regarding the election of members of the Board of Directors included in our articles of association, new members of the Board of Directors whose term has expired will be elected. In addition, independent members will be elected in order to comply with the CMB's Corporate Governance Communiqué numbered II-17.1. The business and administration of the company is carried out by a Board of Directors consisting of at least six and at most eight members to be elected by the General Assembly in accordance with the provisions of the Turkish Commercial Code. According to Article 7 of our Articles of Association, members of the Board of Directors of our Company can be elected for a maximum of three years. Unless dismissed, members of the Board of Directors, whose election period has expired, may be re-elected.
At the 2020 Ordinary General Assembly Meeting held in 12.04.2021, Yusuf Şenel, Ragıp Ali Kılınç, Ebru Şenel, Hilal Aslan, Ziya Akbaş and Uğur Yiğit were elected to the Board of Directors for one year until the next Ordinary General Assembly. During the relevant period, there is no membership vacant due to resignation or any other reason from the membership of the Board of Directors.
"Corporate Governance Communiqué" numbered II-17.1 published in the Official Gazette dated 03.01.2014 and numbered 28871 of the Capital Markets Board for the independent member candidates of the Corporate Governance Committee and 4.3.7 of the Corporate Governance Principles in the annex of the Communiqué. As a result of the evaluation of the "Evaluation Reports on the Independence of Independent Board Member Candidates" dated 14.02.2022, prepared within the framework of the criteria regarding Independent Board Membership regulated in Article dated 06.04.2022 No 14 To be discussed at the General Assembly Meeting, it has been decided to propose Mr. Uğur Yiğit and Ziya Akbaş, who meet all the criteria for Independent Board Membership, as Independent Members of the Board of Directors candidates to serve as Independent Board Members in our Company's Board of Directors.
Other candidates for the Board of Directors are Yusuf Şenel, Ragıp Ali Kılınç, Ebru Şenel and Hilal Aslan. Within the framework of the Corporate Governance Principles, the CVs of all candidates for the Board of Directors, including the independent members, are included in App.1.
In the General Assembly, proposals made by the shareholders on this matter shall be put to vote. The monthly net wages to be paid to the members of the Board of Directors will be determined until the Ordinary General Assembly Meeting in 2021, while the discussion of activities of 2022 and these wages will be effective from the date of the general assembly.
The limit of the donation to be made pursuant to Article 19/5 of the Capital Market Law should be determined by the general assembly in cases which is not specified in the articles of association, and information about donations and payments made must be submitted to the shareholders at the
ordinary general assembly. The limit of donations and aids to be made in 2022 will be determined at the general assembly.
12. Submitting information on the subject that shareholders who have a management control, members of board of directors, managers with administrative liability and their spouses, relatives by blood or marriage up to second degrees or empowerment of the Board of Directors in connection with matters falling within the scope of articles 395 and 396 of the Turkish Commercial Code and the regulations of the Capital Markets Board and informing the shareholders about the transactions carried out within this scope in 2021 in line with the Corporate Governance Principles;
During the year, the shareholders holding the management control, the shareholder Board Members, senior executives and their spouses and relatives up to third degree by blood and affinity have not made any transaction that may cause conflict of interest with the company or its subsidiaries did not make a transaction of the type of business that falls within the scope of the business on behalf of himself or someone else. As in every general assembly, approval will be obtained from the general assembly within the framework of articles 395 and 396 of the Turkish Commercial Code.
13. Submitting information to the General Assembly about the income or benefits obtained from the guarantees, pledges, mortgages and sureties given by the Company in favor of third parties within the scope of Article 12/4 of the Corporate Governance Communiqué No II-17.1 of the Capital Markets Board:
Within the scope of article 12/4 of the "Corporate Governance Communiqué" of the Capital Markets Board, our shareholders will be informed about the guarantees, pledges, mortgages and sureties given by our company in favour of third parties in 2021, and the income or benefits the company has obtained from these transactions.
It will be submitted to the approval of the General Assembly to authorize the Board of Directors to decide on the distribution of Advance Dividends for the 2022 accounting period, within the scope of Article 14 of the Articles of Association titled Dividend Advance and the Capital Markets Board's Dividend Communiqué No. II-19.1 dated January 23, 2014.
In cases of insufficient profit or loss at the end of the 2022 accounting period, the issue that the advance dividend to be distributed will be deducted from the resources that may be subject to the profit distribution in the annual statement of financial position for the 2022 accounting period will be discussed and submitted to the approval of the general assembly.
Yusuf Şenel, born in Kahramanmaraş in 1979, has carried out his educaiton and business life together since his early ages. Mr. Şenel graduated from Bolu Mimar İzzet Baysal Technical and Industrial Vocational High School. Although Mr. Şenel started his univertsity education in Kahramanmaraş Sütçü İmam University's Textile Engineering Department, he saw the opportunities in business life and quit university and started working. After managerial experiences in various sectors, he established his own business. Mr. Şenel has served since the establishment of Naturel Yenilenebilir Enerji Ticaret A.Ş., which started its operations in 2009 and brought it to this day by taking over all the shares of the company in 2012. Mr. Şenel is currently the Chairman of the Board of Directors of Naturel Holding Group companies operating in various sectors such as Defense Industry, Medical,Informatics, Energy, Mining.
Ragıp Ali Kılınç, born in 1982, graduated from Istanbul University Faculty of Business Administration and completed his master's degree in the field of Capital Markets and Finance at Bahçeşehir University. In 2007, he started his career at Kuveyt Türk Katılım Bank as a manager and worked in Financial Analysis, Loans, Strategic Planning and Corporate Performance Management, Investment Banking and Project and Structured Finance units. In Investment Banking Management, he took an active role in Sukuk issuances and syndication loan transactions in Turkey and abroad and in infrastructure financing such as highways, bridges and city hospitals. In addition, he has financed solar energy with an installed power of more than 700 MW, wind power over 500 MW and hydro power plants. Between 2019-2021, he served as the Director of EY Turkey Capital and Debt Advisory Service. Currently, he continues to serve as the Vice Chairman of the Board of Directors Naturel Yenilenebilir Enerji Ticaret A.Ş., Esenboğa Elektrik Üretim A.Ş.
Ebru Şenel, born in 1981 in Kahramanmaraş, graduated from Kahramanmaraş Girls' Vocational High School in 2000. In 2004, she Mrs. Şenel completed her undergraduate education in the field of child development and education. Mrs. Şenel started her career as a teacher and continued to teach until 2009. In 2009, she started to work at Naturel Yenilenebilir Enerji Ticaret A.Ş. She still continues to work as a member of the company's Board of Directors.
Hilal Aslan, born in 1990 in Şanlıurfa, graduated from Ahi Evran Vocational and Technical Anatolian High School and she completed her college education at Gazi University, Vocational School Accounting Department and Anadolu University Faculty of Business Administration Department. Continuing to advance her career in Accounting and Human Resources, Mrs. Aslan is currently working at Naturel Yenilenebilir Enerji Ticaret A.Ş. as Human Resources Manager.
Uğur Yiğit who was born in Ankara in 1965, graduated at Ankara University, Faculty of Law in 1989. In 1996, Mr. Yiğit completed his Master's Degree in "European Communities Law" at Ankara University Faculty of Law. Mr. Yiğit completed his PhD in Financial Law in 2003 and in Banking in 2008 at Marmara University. During his career, Assoc. Dr. Uğur Yiğit has books published in various fields such as Tax Law, Tax Evasion and Crimes, European Community Common Agricultural Policy. Mr. Yiğit is still a (Independent) Member of the Board of Directors of Naturel Yenilenebilir Enerji Tic. A.Ş.,Esenboğa Elektrik Üretim A.Ş. and Margün Enerji Üretim Sanayi ve Ticaret A.Ş..
Ziya Akbaş, who was born in 1962 in Kahramanmaraş, completed his education in Erciyes University Faculty of Economics and Administrative Sciences, Department of Business Administration. Mr. Akbaş completed his master's degree in Business Management (MBA) at Piri Reis University Institute of Social Sciences. Ziya Akbaş worked as Accounting Officer, Regional Accounting Chief and Regional Manager in various private sector companies between 1987-1997. Mr. Akbaş, who became an Independent Accountant and Financial Advisor in 1997, is also worked as Trademark Attorney at the Turkish Patent Institute and Independent Auditor at Public Oversight Authority. He served as a Board Member in ASELSAN between 2014-2017. Ziya Akbaş is an Independent Member of the Board of Directors at Naturel Yenilenebilir Enerji Ticaret A.Ş. Esenboğa Elektrik Üretim A.Ş. and Margün Enerji Üretim Sanayi ve Ticaret A.Ş..
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