KAP

GALATA WIND ENERJİ A.Ş.

GWIND

Publish Date

14.04.202509:28:58

Disclosure Type

ÖDA

Year

Period

Notification Attachments (0)

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Notification Regarding General Assembly Meeting

Summary Info	Registration of the Ordinary General Assembly for the Year 2024
Update Notification Flag	Yes
Correction Notification Flag	No
Postponed Notification Flag	No

General Assembly Invitation

General Assembly Type	Annual
Begining of The Fiscal Period	01.01.2024
Ending Date Of The Fiscal Period	31.12.2024
Decision Date	10.03.2025
General Assembly Date	03.04.2025
General Assembly Time	10:00
Record Date (Deadline For Participation In The General Assembly)	02.04.2025
Country	Turkey
City	İSTANBUL
District	ÜSKÜDAR
Address	Galata Wind Enerji AS Şirket Merkezi, Burhaniye Mahallesi Kısıklı Caddesi No:65 34676 Üsküdar/İstanbul

Agenda Items

1 - Opening and formation of the Meeting Chairmanship and authorization of the Meeting Chairmanship to sign the Meeting Minutes.

2 - Reading, discussion and approval of the Board of Directors' Annual Report for the fiscal period January 1, 2024 - December 31, 2024.

3 - Reading the Summary of the Independent Audit Report for the accounting period January 1, 2024 - December 31, 2024, without being submitted to the General Assembly for voting and resolution.

4 - Reading, discussion and approval of the Financial Statements for the January 1, 2024 - December 31, 2024 accounting period.

5 - Separate release of the Board Members and executives for their activities, transactions and accounts for the accounting period January 1, 2024 - December 31, 2024.

6 - Reading, discussing and submitting for approval the proposal of the Board of Directors regarding dividend distribution for the accounting period January 1, 2024 - December 31, 2024.

7 - Determination of the number and term of office of the members of the Board of Directors and election of the members of the Board of Directors to serve for the period to be determined.

8 - Informing the shareholders about the payments made within the scope of the Remuneration Policy in force for the members of the Board of Directors and the executives with administrative responsibilities, without being put to vote at the General Assembly.

9 - Determination of the remuneration to be paid to the Members of the Board of Directors during their term of office.

10 - Discussion and approval of the Board of Directors' proposal regarding the selection of an Independent Audit Firm within the framework of the Turkish Commercial Code and Capital Markets Board regulations.

11 - Discussing and submitting for approval the proposal of the Board of Directors regarding the selection of a Sustainability Auditor within the framework of the Turkish Commercial Code, Sustainability Audit Regulation and relevant legislation.

12 - Discussing and submitting for approval the proposal of the Board of Directors to determine the upper limit for aids and donations to be made until the Ordinary General Assembly Meeting where the activities and accounts for the accounting period January 1, 2025 - December 31, 2025 will be discussed and authorizing the Board of Directors in accordance with the Company's Articles of Association and the proposal of the Board of Directors.

13 - Discussing and submitting for approval the issue of authorizing the Board of Directors to issue capital market instruments (including warrants) expressing indebtedness up to the amount permitted by the Turkish Commercial Code, Capital Markets Law, Capital Markets Legislation and related legislation with the permission of the Capital Markets Board and determining the time and conditions of issuance until the Ordinary General Assembly Meeting where the activities and accounts for the accounting period 1 January 2025 - 31 December 2025 will be discussed.

14 - Discussion and approval of authorizing the Board of Directors to grant advance dividend up to the amount permitted by the Turkish Commercial Code, Capital Markets Law, Capital Markets Legislation and related legislation within the framework of the Company's Articles of Association, and authorizing the Board of Directors to determine the time and conditions thereof, and in the event of insufficient profit or loss at the end of the relevant accounting period, the advance dividend to be distributed shall be set off against the resources that can be subject to dividend distribution in the annual financial statement for the relevant accounting period.

15 - Submitting the authorization of the members of the Board of Directors to perform the transactions and operations specified in Articles 395 and 396 of the Turkish Commercial Code to the approval of the shareholders.

16 - Informing the shareholders, without submitting the matter to a vote at the General Assembly, about the transactions carried out within the scope of the shareholders holding the management control, members of the Board of Directors, executives with administrative responsibility, and their spouses and relatives by blood or marriage up to second degree, engaging in a significant transaction that may cause a conflict of interest with the Company or its subsidiaries, and/or engaging in a commercial business transaction that falls within the scope of the Company's or its subsidiaries' field of activity on their own behalf or on behalf of others, or entering into another partnership engaged in the same type of commercial business as a partner with unlimited liability.

17 - Informing the shareholders about the amounts and beneficiaries of donations and aids made by the Company during the accounting period January 1, 2024 - December 31, 2024 within the scope of Capital Markets Legislation and related regulations, without being put to vote at the General Assembly.

18 - Informing the shareholders about the guarantees, pledges, mortgages, mortgages and sureties given in favor of third parties and that no income and benefits have been provided without being put to vote at the General Assembly.

19 - Informing the shareholders about the Company's current sustainability strategy and action plan, without submitting the matter to a vote at the General Assembly.

Corporate Actions Involved In Agenda

Dividend Payment

General Assembly Results

Was The General Assembly Meeting Executed?

Yes

General Assembly Results

The Annual Report of the Board of Directors and the financial statements for the reporting period have been approved.

The members of the Board of Directors have been discharged from their liabilities for the activities and accounts pertaining to the relevant fiscal year.

It has been resolved to distribute a cash dividend in the gross amount of TRY 346,000,000 (net amount: TRY 294,100,000) and to commence the dividend distribution no later than December 31, 2025.

The number of Board Members has been set at six (6), and the following individuals have been elected to serve as members of the Board of Directors for a term of one year, effective as of the date of the General Assembly Meeting:

Mr. Çağlar Göğüş
Mr. Burak Kuyan
Mr. Bora Yalınay
Ms. Neslihan Sadıkoğlu
Mr. Hüseyin Faik Açıkalın (Independent Member)
Mr. Ozan Korkmaz (Independent Member)

DRT Independent Audit and Certified Public Accounting Inc. (a member firm of Deloitte) has been appointed as the independent external auditor for the fiscal year 2025.

DRT Independent Audit and Certified Public Accounting Inc. (a member firm of Deloitte) has also been appointed to perform assurance audits on the sustainability reports for the years 2024 and 2025, including assurance services on selected sustainability-related disclosures.

The upper limit for donations and charitable contributions to be made during the fiscal year has been set at TRY 40,000,000.

The Board of Directors has been authorized to:

Issue capital market instruments, including warrants, and determine the timing and terms of such issuances in accordance with applicable legislation and subject to the approval of the Capital Markets Board;
Determine the timing and terms of interim dividend distributions (advance dividend payments) as permitted by applicable laws and the Company's Articles of Association.

Decisions Regarding Corporate Actions

Dividend Payment

Discussed

General Assembly Registry

Were The Minutes Registered?	Yes
Date of Registry	11.04.2025

Additional Explanations

The results of the Ordinary General Assembly Meeting of 2024 held on April 03, 2025 were registered by the Istanbul Trade Registry Office on April 11, 2025.

This statement has been translated into English for informational purposes. In the event of any discrepancy between the Turkish and English versions of this disclosure statement, the Turkish version shall prevail.

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Notifications Financial Statements Corporate Actions

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