Copyright © 2025 KAP
Central Securities Depository & Trade Repository of Türkiye
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General Assembly Invitation | ||||||||||||||||||||||
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Agenda Items | ||||||||||||||||||||||
1 - Opening and formation of the Meeting Chairmanship; authorization of the Meeting Chairmanship to sign the Minutes of the Meeting. | ||||||||||||||||||||||
2 - Within the framework of the approvals of the Capital Markets Board and the Republic of Türkiye Ministry of Trade, General Directorate of Internal Trade, and as approved, submission to shareholders for approval of the amendment to the Company's Articles of Association, Article 6 titled "Capital," in the form set forth in the amendment text, in order to (i) set the Company's registered capital ceiling at TRY 5,000,000,000 (five billion Turkish Lira) and (ii) set the validity period of such registered capital ceiling for five (5) years, covering the years 2026–2030. | ||||||||||||||||||||||
3 - Reading, discussion, and submission for approval of the Board of Directors' Annual Report for the fiscal period January 1, 2025 – December 31, 2025. | ||||||||||||||||||||||
4 - For information purposes only and without being submitted to vote or resolution: reading of the summary of the Independent Auditor's Report for the fiscal period January 1, 2025 – December 31, 2025. | ||||||||||||||||||||||
5 - Reading, discussion, and submission for approval of the Financial Statements for the fiscal period January 1, 2025 – December 31, 2025. | ||||||||||||||||||||||
6 - Reading, discussion, and submission for approval of the TSRS-compliant Sustainability Report for the fiscal period January 1, 2024 – December 31, 2024. | ||||||||||||||||||||||
7 - Reading, discussion, and submission for approval of the TSRS-compliant Sustainability Report for the fiscal period January 1, 2025 – December 31, 2025. | ||||||||||||||||||||||
8 - Separate discharge of the members of the Board of Directors and the managers from liability for the Company's activities, transactions, and accounts for the fiscal period January 1, 2025 – December 31, 2025. | ||||||||||||||||||||||
9 - Reading, discussion, and acceptance, acceptance as amended, or rejection of the Board of Directors' proposal regarding profit distribution for the fiscal period January 1, 2025 – December 31, 2025, prepared in accordance with the Company's profit distribution policy. | ||||||||||||||||||||||
10 - Determination of the number of Board members and their term of office, and election of the Board members to serve for the term. | ||||||||||||||||||||||
11 - For information purposes only and without being submitted to vote or resolution: informing shareholders regarding payments made under the Remuneration Policy in effect for members of the Board of Directors and managers with administrative responsibility. | ||||||||||||||||||||||
12 - For information purposes only and without being submitted to vote or resolution: reading of the Company's updated "Remuneration Policy" and informing the shareholders thereof. | ||||||||||||||||||||||
13 - Determination of the remuneration to be paid to the members of the Board of Directors during their term of office. | ||||||||||||||||||||||
14 - Discussion and submission for approval of the Board of Directors' proposal regarding the selection of the Independent Audit Firm, within the framework of the Turkish Commercial Code and the Capital Markets Board regulations | ||||||||||||||||||||||
15 - Discussion and submission for approval of the Board of Directors' proposal regarding the selection of the Sustainability Assurance Provider (Sustainability Auditor), within the framework of the Turkish Commercial Code, the Sustainability Assurance Regulation, and the relevant legislation. | ||||||||||||||||||||||
16 - Discussion and submission for approval of (i) determination of an upper limit for donations and Aid to be made until the Ordinary General Assembly meeting at which the activities and accounts for the fiscal period January 1, 2026 – December 31, 2026 will be discussed, within the framework of the Company's Articles of Association and the Board of Directors' proposal, and (ii) authorization of the Board of Directors in this respect. | ||||||||||||||||||||||
17 - Discussion and submission for approval of authorizing the Board of Directors, until the Ordinary General Assembly meeting at which the activities and accounts for the fiscal period January 1, 2026 – December 31, 2026 will be discussed, to (i) issue capital markets instruments representing indebtedness (including warrants), up to the amount permitted under the Turkish Commercial Code, the Capital Markets Law, the Capital Markets regulations, and other applicable legislation, subject to the approval of the Capital Markets Board, and (ii) determine the timing and terms of such issuance(s). | ||||||||||||||||||||||
18 - Discussion and submission for approval of authorizing the Board of Directors, within the framework of the Company's Articles of Association and up to the limits permitted under the Turkish Commercial Code, the Capital Markets Law, the Capital Markets regulations, and other applicable legislation, to (i) distribute dividend advances, and (ii) determine the timing and conditions thereof; and discussion and submission for approval that, in the event that sufficient profit is not generated or a loss is incurred at the end of the relevant fiscal period, any dividend advance distributed shall be offset against distributable resources reflected in the annual statement of financial position for such fiscal period. | ||||||||||||||||||||||
19 - Submission to shareholders for approval of authorizing the members of the Board of Directors to perform the transactions specified in Articles 395 and 396 of the Turkish Commercial Code. | ||||||||||||||||||||||
20 - Reading, discussion, and submission for shareholders' approval of the Company's updated "Donations, Aid and Sponsorship Policy." | ||||||||||||||||||||||
21 - For information purposes only and without being submitted to vote or resolution: reading of the Company's "Information Security Policy" and informing the shareholders thereof. | ||||||||||||||||||||||
22 - For information purposes only and without being submitted to vote or resolution: reading of the Company's updated "Information and Public Statement Policy" and informing the shareholders thereof. | ||||||||||||||||||||||
23 - For information purposes only and without being submitted to vote or resolution: reading of the "Board Diversity Policy" and informing the shareholders thereof. | ||||||||||||||||||||||
24 - For information purposes only and without being submitted to vote or resolution: informing shareholders regarding transactions carried out within the scope of (i) controlling shareholders, members of the Board of Directors, managers with administrative responsibility, and their spouses and blood or in-law relatives up to the second degree, engaging in any material transaction that may give rise to a conflict of interest with the Company or its subsidiaries, and/or (ii) such persons engaging, for their own or another's account, in transactions within the scope of the Company's or its subsidiaries' field of activity, or becoming partners with unlimited liability in another entity engaged in the same line of business. | ||||||||||||||||||||||
25 - For information purposes only and without being submitted to vote or resolution: informing shareholders regarding the amounts and beneficiaries of donations and Aid made by the Company during the fiscal period January 1, 2025 – December 31, 2025, within the scope of the Capital Markets legislation and relevant regulations. | ||||||||||||||||||||||
26 - For information purposes only and without being submitted to vote or resolution: informing shareholders regarding (i) pledges, mortgages, guarantees, sureties, and other security interests provided in favor of third parties, and (ii) that no income or benefit was derived therefrom. | ||||||||||||||||||||||
27 - For information purposes only and without being submitted to vote or resolution: informing shareholders regarding the Company's current sustainability strategy and action plan. | ||||||||||||||||||||||
Corporate Actions Involved In Agenda | ||||||||||||||||||||||
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Additional Explanations | ||||||||||||||||||||||
The Ordinary General Assembly of our company for the accounting period from January 1, 2025 to December 31, 2025 will be held on Thursday, April 02, 2026 at 10:00 am at the Company Headquarters located at Burhaniye Mahallesi Kısıklı Caddesi No:65, Inner Door No:1 34676 Üsküdar/İstanbul. The Ordinary General Assembly call notice, agenda, and proxy form were published in the TTSG dated March 10, 2026, and are also provided in the appendix to this announcement. Information and documents related to the Ordinary General Assembly Meeting can also be accessed on our Corporate Website at www.galatawindenerji.com. 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. |
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.
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