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General Assembly Invitation
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Agenda Items
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1 - Opening of the meeting and forming of the chairmanship of the meeting
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2 - Presenting and discussing the Annual Report of the Board of Directors for the year of 2025
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3 - Presenting the Independent Auditor Report for the year of 2025
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4 - Presenting, discussing and approving of the Financial Statements of 2025
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5 - Presenting the Turkish Sustainability Reporting Standards (TSRS) Compliant Sustainability Report for the year of 2024 and the Independent Auditor's Limited Assurance Report on the Information Presented within the Scope of TSRS, discussing and approving of the TSRS Compliant Sustainability Report for the year of 2024
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6 - Releasing the members of the Board of Directors for their activities within 2025
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7 - Determining the usage of profit and the dividend rate to be distributed
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8 - Determining the remuneration of members of the Board of Directors and Independent Members of the Board of Directors
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9 - Election of an Independent Member of the Board of Directors to fill the vacancy created following the resignation of Ms. Demet Özdemir, the Company's Independent Member of the Board of Directors, effective as of 04.05.2026, to serve for the remaining term of the other members of the Board of Directors
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10 - Approving the election of the Independent Audit Firm pursuant to related resolution of the Board of Directors, in accordance with the relevant provisions of Turkish Commercial Code, "Communique on Independent Auditing Standards in Capital Markets" Serial: X, No:28 of Capital Markets Board and "Decision of Energy Market Regulatory Authority on Auditing of Real Persons and Legal Entities Displaying Activity in Energy Market" dated 03.03.2015 and numbered 5507 and the Sustainability Audit Regulation issued by the Public Oversight, Accounting and Auditing Standards Authority
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11 - Presenting and approving the new Internal Regulation on the Procedures and Principles of General Assembly, prepared following the amendments made to the Internal Regulation, which was approved at the Company's general assembly meeting dated 27.06.2013 and is currently in force
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12 - Giving information to the General Assembly within the concept of the Corporate Governance Principles of Capital Markets Board, in case that the shareholders holding management power, the members of the Board of Directors, executive managers and blood and marital relatives up to second degree made transactions, which may result in conflict of interest among the Company or its subsidiaries; did business which falls into the scope of the Company or its subsidiaries in its name or other's name, and had shareholding with unlimited responsibility
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13 - Giving authorization to the members of the Board of Directors under the provisions of Articles 395 and 396 of the Turkish Commercial Code
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14 - Approval of increasing limit of donations and aids indicated in the Company's Policy on Donations and Aids and amendmend of the Policy on Donations and Aids of our Company, as per the Capital Market Law and the Communiqué on Dividends (II-19.1) of the Capital Market Board
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15 - Informing the General Assembly in accordance with the Capital Markets legislation about the donations and aids made by our Company within the year of 2025
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16 - Informing the General Assembly under Article 12 of Corporate Governance Principles of Capital Markets Board, about the securities, pledges, mortgages and sureties provided for the benefit of the third parties and the income or benefits that the Company retained as a result within the year of 2025
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17 - Approving the amendment of the Article 7 titled "Capital of the Company" of Articles of Association of the Company as approved by Energy Market Regulatory Authority, Capital Markets Board and Ministry of Trade and provided that the required permissions have been acquired from Energy Market Regulatory Authority, Capital Markets Board and Ministry of Trade
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18 - Wishes and Requests
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Corporate Actions Involved In Agenda
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Additional Explanations
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Our Board of Directors have resolved to the following issues: I- To convene the ordinary general assembly meeting of our Company for the year 2025 on 05.05.2026 at 11.00 at Grand Ball Room of The Marmara Hotels located at the address of Tak-ı Zafer Cad. Osmanlı Sok No:1/B Taksim, İstanbul, II- To apply to Provincial Directorate of Trade of Ministry of Trade for the invitation of the Representative of the Ministry, III- To determine the agenda of the meeting as stated.
This statement
has
been prepared both in English and Turkish. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.
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