PDP

GALATA WIND ENERJİ A.Ş.

GWIND

Publish Date

27.04.202612:43:08

Disclosure Type

ÖDA

Year

Period

Notification Attachments (0)

No Attachment!

Notification Regarding General Assembly Meeting

Summary Info	Registration of the Ordinary General Assembly for the Year 2025
Update Notification Flag	Yes
Correction Notification Flag	No
Postponed Notification Flag	No

General Assembly Invitation

General Assembly Type	Annual
Begining of The Fiscal Period	01.01.2025
Ending Date Of The Fiscal Period	31.12.2025
Decision Date	09.03.2026
General Assembly Date	02.04.2026
General Assembly Time	10:00
Record Date (Deadline For Participation In The General Assembly)	01.04.2026
Country	Turkey
City	İSTANBUL
District	ÜSKÜDAR
Address	Galata Wind Enerji A.Ş. Şirket Merkezi, Burhaniye Mahallesi Kısıklı Caddesi No:65, İç Kapı No:1 34676 Üsküdar/İstanbul

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

Dividend Payment

Authorized Capital

General Assembly Results

Was The General Assembly Meeting Executed?

Yes

General Assembly Results

Summary of Resolutions Adopted at the Ordinary General Assembly Meeting held on April 2, 2026

The amendment to Article 6 of the Company's Articles of Association, titled "Capital," was approved. Accordingly, the registered capital ceiling was set at TRY 5,000,000,000, and its validity period was determined as 5 years for the period between 2026 and 2030.
The Board of Directors' annual report and the financial statements for the 2025 fiscal year were approved.
The TSRS-compliant Sustainability Reports for the 2024 and 2025 fiscal years were approved.
The members of the Board of Directors and the executives were released from liability for the 2025 fiscal year.
It was resolved to distribute a gross cash dividend of TRY 400,000,000 and a net cash dividend of TRY 340,000,000, with dividend payments to commence no later than December 31, 2026.
It was resolved that the Board of Directors shall consist of 6 members.
Mr. Çağlar Göğüş, Mr. Burak Kuyan, Mr. Bora Yalınay, and Mr. Aydın Doğan Yalçındağ, together with Mr. Hüseyin Faik Açıkalın and Mr. Ozan Korkmaz as independent board members, were elected to serve for a term of 1 year effective as of the date of the General Assembly Meeting.
It was approved that each Independent Member of the Board of Directors shall be paid a gross monthly fee of TRY 130,000, and each of the other members of the Board of Directors shall be paid a net monthly fee of TRY 30,000.
DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. was elected as the independent audit firm for the 2026 fiscal year. The same firm was also elected as the sustainability auditor for the assurance engagement relating to selected sustainability information, including the assurance audit of the 2026 sustainability report.
The upper limit for donations and charitable contributions to be made within one fiscal year was set at TRY 40,000,000.
The Board of Directors was authorized to issue debt instruments (including warrants), to determine the timing and terms of such issuances, and to resolve on the payment of interim dividends, including the timing and conditions thereof.

Decisions Regarding Corporate Actions

Dividend Payment	Discussed
Authorized Capital	Accepted

General Assembly Registry

Were The Minutes Registered?	Yes
Date of Registry	24.04.2026

Additional Explanations

The results of the Ordinary General Assembly Meeting of 2025 held on April 02, 2026 were registered by the Istanbul Trade Registry Office on April 24, 2026.

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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