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General Assembly Invitation
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Agenda Items
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1 - Opening, forming the Chairmanship to preside over the meeting, and authorizing the meeting chairmanship to sign the Minutes of the Meeting.
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2 - Reading out, discussing and submitting for approval the Annual Report of the Board of Directors for the accounting period of January 1, 2022 – December 31, 2022.
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3 - Reading out the Summary Independent Audit Report for the accounting period of January 1, 2022 – December 31, 2022, without voting and resolution at the General Assembly.
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4 - Reading out, discussing and submitting for approval the Financial Statements for the accounting period of January 1, 2022 – December 31, 2022.
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5 - Releasing each member of the Board of Directors and senior executives individually for their activities, transactions and accounts for the accounting period of January 1, 2022 – December 31, 2022.
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6 - Reading out, discussing and submitting for approval the Board of Directors' dividend distribution proposal for the accounting period of January 1, 2022 – December 31, 2022.
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7 - Determining the number of Board members and their terms and electing the members to serve on the Board of Directors for the determined term.
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8 - Informing the shareholders about the payments made within the scope of the Remuneration Policy applicable for the members of the Board of Directors and executives with administrative responsibilities, without voting and resolution at the General Assembly.
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9 - Determining the remunerations for the Members of the Board of Directors during their term.
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10 - Discussion and approval of the Board of Directors' proposal regarding the appointment of an Independent Audit Firm in accordance with the Turkish Commercial Code and Capital Markets Board regulations.
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11 - Determining the upper limit for donations and aids, which will be extended in accordance with the Company's Articles of Association and the proposal of the Board of Directors, until the Ordinary General Assembly Meeting, where the activities and accounts for the accounting period of January 1, 2022 – December 31, 2022will be reviewed, and authorizing the Board of Directors upon submission for approval.
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12 - Discussing and submitting for approval the authorization of the Board of Directors until the Ordinary General Assembly Meeting, where the activities and accounts for the accounting period of January 1, 2022 – December 31, 2022 will be reviewed, regarding the issuance of capital market instruments (including warrants), which represent indebtedness, up to the amount permitted by the Capital Markets Board, the Turkish Commercial Code, Capital Markets Law, Capital Markets Legislation, and applicable legislation, and the determination of the issuance time and terms.
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13 - Discussing and submitting for approval the authorization of the Board of Directors regarding advance payment on dividends up to the amount permitted by the Company's Articles of Association, the Turkish Commercial Code, Capital Markets Law, Capital Markets Legislation, and applicable legislation, and the determination of the payment time and terms.
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14 - Submitting for the approval the authorization of the members of the Board of Directors to conduct the activities and transactions specified in Articles 395 and 396 of the Turkish Commercial Code.
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15 - Informing the shareholders, without voting and resolution at the General Assembly, about the shareholders with management control, members of the Board of Directors, and executives with administrative responsibilities, their spouses and relatives by blood or marriage up to the second degree if they have performed materially significant transactions that could cause a conflict of interest with the company or its subsidiaries and/or engaged in commercial activities on their own or others' behalf in an area that falls within the activities of the company or its subsidiaries, or entered into another partnership that engages in the same type of activity as a partner with unlimited liability.
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16 - Informing the shareholders, without voting and resolution at the General Assembly, about the donations and aids extended by the Company in the accounting period of January 1, 2022 – December 31, 2022 in accordance with the Capital Markets Legislation and applicable regulations, and the beneficiaries thereof.
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17 - Informing the shareholders, without voting and resolution at the General Assembly, about the guarantees, collaterals, liens, and sureties extended in favor of third parties and whether any income and benefits have been earned as a result.
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18 - Informing the shareholders about the company's current sustainability strategy and relevant action plans.
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Corporate Actions Involved In Agenda
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Additional Explanations
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The Annual General Meeting of our Company for the accounting period from January 1, 2021 to December 31, 2021 will be held on Wednesday, March 29, 2023 at 10:00 a.m. to consider and decide on the items on the agenda. The meeting will be held at the Company's headquarters at the following address: Burhaniye Mahallesi, Kısıklı Caddesi, No. 65, Üsküdar/Istanbul. The notice of the Ordinary General Meeting, including the agenda and a proxy form, was published in the Turkish Trade Registry Gazette dated March 6, 2023 and is also attached to this notice. Information and documents relating to the Annual General Meeting are also available on our corporate website at www.galatawindenerji.com.
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We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.