Pre-Annual General Meeting Information • Jun 3, 2025
Pre-Annual General Meeting Information
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Ankara Trade Registry Directorate - 222720
MERSİS NO: 0735057469900001
Company Address: Çankaya Mah. Atatürk Bul. No: 144/146 Çankaya / Ankara
To review the activities of the year 2024 and discuss and resolve the agenda mentioned below, Rönesans Gayrimenkul Yatırım A.Ş.'s Ordinary General Assembly Meeting shall convene on Friday, May 30, 2025, at 11:00 am at the address of Çankaya Mahallesi Atatürk Bulvarı No:144-146 Çankaya/ Ankara.
Board of Directors' Annual Report for the fiscal year 2024, Corporate Governance Principles Compliance Report, Corporate Governance Information Form, Sustainability Compliance Report, Financial Statements, Independent Auditor's Report, Profit Distribution Proposal of Board of Directors, Informative Document of General Assembly, Power of Attorney Form, the Articles of Association Amendment Proposal and the relevant documents required to be submitted to the review of the shareholders before the general assembly meeting pursuant to the legislation shall be made available for the review of our esteemed shareholders at the Company headquarter address of Çankaya Mah. Atatürk Bul. No: 144/146 Çankaya / Ankara, Company branch offices, Company's website of www.rgy.com.tr, on the Public Disclosure Platform and Electronic General Assembly System ("e-GAS") system within the legal period and at least three weeks prior to the meeting date, excluding the meeting and the invitation dates.
Shareholders who are unable to attend the meeting in person to exercise their voting rights by proxy are required to arrange their proxies in accordance with the attached sample, with their signatures approved by a notary public, and submit them to our company by fulfilling the other issues regulated by the Capital Markets Board's "Communiqué on Voting by Proxy and Proxy Solicitation" (II-30.1). A sample proxy form can be obtained from our Company headquarters and the Company's website www.rgy.com.tr. The proxy appointed through e-GAS can attend the General Assembly Meeting both physically and through e-GAS without the need to submit any other proxy document. The proxy who will participate in the meeting by proxy and physically, whether appointed with a notarized power of attorney or through e-GAS, is obliged to show his/her ID card at the meeting.
Our Shareholders or their proxies who would like to attend the Ordinary General Assembly Meeting electronically are required to fulfill their obligations in accordance with the provisions of the "Regulation on General Assembly Meetings of Joint Stock Companies to be Held Electronically" published in the Official Gazette dated August 28, 2012 and numbered 28395 and the "Communiqué on the Electronic General Assembly System to be Applied in the General Assembly Meetings of Joint Stock Companies" published in the Official Gazette dated August 29, 2012 and numbered 28396, and they are kindly requested to obtain information about these principles from the Central Securities Depository ("CSD") or from the CSD's website of www.mkk.com.tr.
During the Ordinary General Assembly Meeting, without prejudice to the provisions regarding voting by electronic vote method, open voting method by raising hands shall be used for voting on the agenda items.
In the event that our shareholders would like to attend the Ordinary General Assembly Meeting, they are not obliged to have their shares deposited with any institution in accordance with the provisions of the Turkish Commercial Code No. 6102 and the Capital Markets Law No. 6362. Our shareholders who would like to attend the General Assembly Meeting are required to fulfill the procedures announced to the public by CSD. The General Assembly Meeting may be attended by the shareholders whose names are on the list of attendees created by considering the "shareholders list" provided by the CSD. The control of whether the persons who physically come to the meeting hall to attend the Ordinary General Assembly Meeting are shareholders or proxies will be made on the list received.
Kindly submit for the information of our esteemed shareholders.
| OLD TEXT | NEW TEXT |
|---|---|
| ARTICLE 7 | ARTICLE 7 |
| The Company adopted the registered capital | The Company adopted the registered capital |
| system in accordance with the provisions of the | system in accordance with the provisions of the |
| Capital Markets Law No. 6362 and transitioned | Capital Markets Law No. 6362 and transitioned |
| to the registered capital system with the | to the registered capital system with the |
| permission of the Capital Markets Board dated | permission of the Capital Markets Board dated |
| 22.11.2023 and numbered 73/1590. | 22.11.2023 and numbered 73/1590. |
| The registered capital limit of the Company is | The registered capital limit of the Company is |
| 1,500,000,000 (one billion five hundred million) | 1,500,000,000 (one billion five hundred million) |
| Turkish Liras, divided into 1,500,000,000 (one | Turkish Liras, divided into 1,500,000,000 (one |
| billion five hundred million) registered shares of | billion five hundred million) registered shares of |
| TRY 1 (one) each. | TRY 1 (one) each. |
| The registered capital limit permission granted | The registered capital limit permission granted |
| by the CMB is valid for the years 2023-2027 (5 | by the CMB is valid for the years 2023-2027 (5 |
| years). At the end of 2027, even if the | years). At the end of 2027, even if the |
| authorized capital limit has not been reached, | authorized capital limit has not been reached, |
| in order for the board of directors to decide on | in order for the board of directors to decide on |
| the capital increase after 2027, it is obligatory | the capital increase after 2027, it is obligatory |
| to | to |
| obtain | obtain |
| authorization | authorization |
| from | from |
| the | the |
| general | general |
| assembly for a new period not exceeding five | assembly for a new period not exceeding five |
| years by obtaining permission from the CMB for | years by obtaining permission from the CMB for |
| the previously permitted limit or for a new limit | the previously permitted limit or for a new limit |
| amount. If such authorization is not obtained, | amount. If such authorization is not obtained, |
| no capital increase can be made by the board | no capital increase can be made by the board |
| of directors. | of directors. |
| The issued capital of the Company is TRY | The issued capital of the Company is TRY |
| 331,000,000 (three hundred thirty-one million). | 331,000,000 (three hundred thirty-one million). |
| All of this capital is fully paid in free of collusion. | All of this capital is fully paid in free of collusion. |
| The | The |
| Company's | Company's |
| issued | issued |
| capital | capital |
| of | of |
| TRY | TRY |
| 331,000,000 | 331,000,000 |
| is | is |
| divided | divided |
| into | into |
| 331,000,000 | 331,000,000 |
| registered shares of TRY 1 (one) each. | registered shares of TRY 1 (one) each. |
| The share capital of the Company consists of (i) 297,642,550 Group A shares amounting to TRY 297,642,550.00 and (ii) 33,357,450 Group B shares amounting to TRY 33,357,450.00. |
The share capital of the Company consists of (i) 168,810,000 Group A shares amounting to TRY 168,810,000.00 and (ii) 162,190,000 Group B shares amounting to TRY 162,190,000.00. |
| Group A shares have the privilege to nominate | Group A shares have the privilege to nominate |
| candidates for the board of directors as | candidates for the board of directors as |
| specified in these articles of association. Group | specified in these articles of association. Group |
| A shares also have the privilege to nominate | A shares also have the privilege to nominate |
| the president and vice president of the board of | the president and vice president of the board of |
| directors. Group B shares do not have any | directors. Group B shares do not have any |
|---|---|
| privileges. | privileges. |
| The board of directors is authorized to take | The board of directors is authorized to take |
| decisions on increasing the issued capital by | decisions on increasing the issued capital by |
| issuing new shares up to the registered capital | issuing new shares up to the registered capital |
| limit, limiting the shareholders' right to purchase | limit, limiting the shareholders' right to purchase |
| new shares, and issuing shares at a premium | new shares, and issuing shares at a premium |
| or below their nominal value whenever it deems | or below their nominal value whenever it deems |
| necessary in accordance with the provisions of | necessary in accordance with the provisions of |
| the CML. The authorization to restrict the right | the CML. The authorization to restrict the right |
| to purchase new shares may not be used in a | to purchase new shares may not be used in a |
| way to cause inequality among shareholders. | way to cause inequality among shareholders. |
| The Company's capital may be increased or | The Company's capital may be increased or |
| decreased, when necessary, in accordance | decreased, when necessary, in accordance |
| with the provisions of the Turkish Commercial | with the provisions of the Turkish Commercial |
| Code and capital markets legislation. | Code and capital markets legislation. |
| No new shares may be issued unless the | No new shares may be issued unless the |
| issued shares are fully sold, and their price is | issued shares are fully sold, and their price is |
| paid, or the unsold shares are revoked. | paid, or the unsold shares are revoked. |
| Bonus shares issued in capital increases by | Bonus shares issued in capital increases by |
| bonus issues are distributed to the existing | bonus issues are distributed to the existing |
| shares on the date of the increase. | shares on the date of the increase. |
| Shares representing the issued capital are | Shares representing the issued capital are |
| monitored in dematerialized form within the | monitored in dematerialized form within the |
| framework of dematerialization principles. | framework of dematerialization principles. |
| In capital increases, unless otherwise agreed, | In capital increases, unless otherwise agreed, |
| Group A shares shall be issued in exchange for | Group A shares shall be issued in exchange for |
| Group A shares and Group B shares shall be | Group A shares and Group B shares shall be |
| issued in exchange for Group B shares. | issued in exchange for Group B shares. |
| However, if the Board of Directors decides to | However, if the Board of Directors decides to |
| issue | issue |
| only | only |
| Group | Group |
| B | B |
| shares, | shares, |
| Group | Group |
| A | A |
| shareholders have the right to purchase new | shareholders have the right to purchase new |
| Group B shares in proportion to their shares in | Group B shares in proportion to their shares in |
| the capital, unless their right to purchase new | the capital, unless their right to purchase new |
| shares is restricted. | shares is restricted. |
| The board of directors is authorized to issue all | The board of directors is authorized to issue all |
| shares to be issued within the scope of the | shares to be issued within the scope of the |
| capital | capital |
| increase | increase |
| as | as |
| Group | Group |
| B | B |
| shares | shares |
| by | by |
| restricting the rights of all existing shareholders | restricting the rights of all existing shareholders |
| to acquire new shares and to offer all of these | to acquire new shares and to offer all of these |
| shares to the public. | shares to the public. |
I hereby appoint __________________________ as my Proxy authorized to represent me, to vote and make proposals in line with the views I Express herein below and sign the required papers at the Ordinary General Assembly of the Rönesans Gayrimenkul Yatırım Anonim Şirketi that will convene on 30.05.2025 Friday at 14:30 at the address of Çankaya Mahallesi Atatürk Bulvarı No:144-146 Çankaya/Ankara.
The Attorney's (*):
Name Surname/Trade Name:
TR ID Number/ Tax ID Number, Trade Registry and Number and MERSIS (Central Registration System) Number: /Vergi No,
(*) Foreign attorneys should submit the equivalent information mentioned above.
In the event that the shareholder chooses option (c), the shareholder should mark one of the options (accept or reject) given next to the relevant general assembly agenda item and if the reject is selected, it shall be given by indicating, if any, the dissenting opinion requested to be written in the minutes of the general assembly meeting.
| Agenda Items (*) | Accept | Reject | Dissenting Opinion |
|
|---|---|---|---|---|
| 1. | Opening and election of the Chairmanship of the Meeting, | |||
| 2. | Presentation and discussion of the Board of Directors' Annual Report for the 2024 activity period, |
|||
| 3. | Presentation and discussion of the summary of the Independent Audit | |||
| Report prepared by the Independent Audit Company for the activity period of 2024, |
||||
| 4. | Presentation, discussion, and approval of the Financial Statements | |||
| for the activity period of 2024, | ||||
| 5. | To decide on the release of the members of the Board of Directors | |||
| separately for their activities and transactions for the year 2024, | ||||
| 6. | Discussion and resolution on the proposal of the Board of Directors | |||
| regarding the distribution of the profit for the year 2024, prepared within the framework of the Company's Dividend Distribution Policy, |
||||
| 7. | Informing the shareholders about the payments made to the | |||
| members of the Board of Directors and senior executives in | ||||
| accordance with the Corporate Governance Principles; | ||||
| 8. | Discussion and approval of the remuneration to be paid for the year | |||
| 2025 to the Members of the Board of Directors, |
| 9. Assembly, |
Submission of the independent audit institution determined by the Board of Directors for the year 2025 for the approval of the General |
||
|---|---|---|---|
| 10. Discussion and submission of the amendment of Article 7 titled "Capital" of the Articles of Association of the Company for the approval of the General Assembly, |
|||
| 11. Presentation and discussion of the Regulation on Business Ethics and Code of Conduct prepared by the Board of Directors for the information of shareholders, |
|||
| 12. Informing the General Assembly within the scope of Principle No. 1.3.6 of the Capital Markets Board's Corporate Governance Communiqué No. II-17.1, |
|||
| regulations, | 13. Informing the General Assembly about the guarantees, pledges, mortgages, and sureties given by the Company in favour of third parties in 2024 within the framework of Capital Markets Board |
||
| 2025, | 14. Informing the shareholders about the donations and aids made by the Company in 2024 within the scope of the Company's Donation and Aid Policy in accordance with the regulations of the Capital Markets Board and determining the upper limit for donations to be made in |
||
| 15. Authorization of the members of the Board of Directors for the performance of the transactions specified in Articles 395 and 396 of the Turkish Commercial Code, |
|||
| 16. Wishes and closure. |
(*) There is no voting on informative items.
a) The attorney is authorized to vote according to his/her opinion
b) The attorney is not authorized to vote in these matters.
c) The attorney is authorized to vote for agenda items in accordance with the following instructions. SPECIAL INSTRUCTIONS; If any to be given by the shareholder to the attorney are stated herein.
a) Order and Serial:*
b) Number/Group:**
c) Amount-Nominal Value:
ç) Share with privileged voting rights or not:
d) Bearer or registered:*
e) Ratio of the total shares/voting rights of the shareholder:
*Such information is not required for the shares which are dematerialized.
**For the dematerialized shares, information related to the group will be given instead of number
2. I hereby confirm that the attorney represents all my shares on the list, prepared by MKK (Central Registry Agency) the day before the Meeting, concerning the shareholders who could attend the General Assembly Meeting.
TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System):
Address:
(*) Foreign shareholders shall submit the equivalent information mentioned above.
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