AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

RÖNESANS GAYRİMENKUL YATIRIM A.Ş.

Pre-Annual General Meeting Information Jun 3, 2025

9147_rns_2025-06-03_6dc2cf73-3c36-4e29-9dee-5b3f64c22376.pdf

Pre-Annual General Meeting Information

Open in Viewer

Opens in native device viewer

Ankara Trade Registry Directorate - 222720

ANNOUNCEMENT OF INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING

FROM THE CHAIRMANSHIP OF THE BOARD OF DIRECTORS OF

MERSİS NO: 0735057469900001

Company Address: Çankaya Mah. Atatürk Bul. No: 144/146 Çankaya / Ankara

RÖNESANS GAYRİMENKUL YATIRIM ANONİM ŞİRKETİ

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.

RÖNESANS GAYRİMENKUL YATIRIM ANONİM ŞİRKETİ BOARD OF DIRECTORS

AGENDA FOR THE 30.05.2025 ORDINARY GENERAL ASSEMBLY MEETING

  • 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. Submission of the independent audit institution determined by the Board of Directors for the year 2025 for the approval of the General Assembly,
  • 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,
  • 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 regulations,
  • 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 2025,
  • 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.

ARTICLE OF ASSOCIATIONS AMENDMENT TEXT

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.

PROXY OF ATTORNEY

TO THE CHAIRMANSHIP OF THE BOARD OF DIRECTORS OF

RÖNESANS GAYRİMENKUL YATIRIM ANONİM ŞİRKETİ

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.

A) Scope of Representative Power

The scope of the representative power should be defined after choosing one of the options (a), (b) or (c) in the following sections 1 and 2.

1. About the agenda items of the General Assembly:

  • A) The attorney is authorized to vote according to his/her opinion
  • B) The attorney is authorized to vote in accordance with the company management.
  • C) The attorney is authorized to vote in accordance with the following instructions stated in the table.

Instructions:

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.

2. Special instructions related to other issues that may come up during General Assembly meeting especially to the use of minority rights:

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.

B) The shareholder specifies the shares to be represented by the attorney by choosing one of the following.

1. I hereby confirm that the attorney represents the shares specified in detail as follows.

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.

NAME SURNAME OR TITLE OF THE SHAREHOLDER (*)

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.

SIGNATURE

Talk to a Data Expert

Have a question? We'll get back to you promptly.