Pre-Annual General Meeting Information • Jun 3, 2025
Pre-Annual General Meeting Information
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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.
The additional explanations required pursuant to the Capital Markets Board's ("CMB") Corporate Governance Communique No. II-17.1 are made in the related articles of the agenda below. Other mandatory general explanations are provided in this section:
Each share gives its holder 1 (one) voting right. Information on the total number of shares and voting rights reflecting the shareholding structure of our Company as of the date of announcement of this information document is as follows:
| Shareholder | Group | Share Value (TRY) |
Share Ratio (%) |
Voting Right (TRY) |
Share Ratio (%) |
|---|---|---|---|---|---|
| Rönesans Varlık ve Proje Yatırımları Anonim Şirketi |
A | 225.477.000 | 68,12 | 225.477.000 | 68,12 |
| Euro Cube Private Limited | A | 59.042.550 | 17,84 | 59.042.550 | 17,84 |
| B | 1.787.838 | 0,55 | 1.787.838 | 0,55 | |
| Kamil Yanıkömeroğlu | A | 7.158.000 | 2,16 | 7.158.000 | 2,16 |
| Murat Özgümüş | A | 5.965.000 | 1,80 | 5.965.000 | 1,80 |
| Other | B | 31.569.612 | 9,53 | 31.569.612 | 9,53 |
| Total Issued Capital | - | 331.000.000,00 | 100,00 | 331.000.000,00 | 100,00 |
There are no managerial or operational changes that have substantially affected or that will substantially affect the Company's activities in the previous accounting period or planned for the upcoming accounting periods. Material event disclosures made by our Company in accordance with legal requirements are available at www.kap.org.tr or the Investor Relations tab at www.rgy.com.tr
Shareholders, the Capital Market Board, and other Public Institutions and Organizations have not requested any article to be added to the agenda.
There is no dismissal, replacement, or election of the members of the board of directors on the agenda of the General Assembly.
The amendment of Article 7 titled "Capital" of the Articles of Association of the Company will be submitted for the approval of the shareholders.
The Amendment Text of the Articles of Association is given in ANNEX-1.
In accordance with the provisions of the Turkish Commercial Code No. 6102 ("TCC") and the Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to be Present at these Meetings ("Regulation"), a Meeting Chairmanship will be established to manage the General Assembly meeting.
In accordance with the provisions of the TCC, Regulation, and the Capital Markets Law, the Board of Directors' Annual Report for the 2024 activity period, which will be made available for the review of our shareholders at the Company headquarters, on the Public Disclosure Platform, on the e-GAS of the CSD and on our Company's website at www.rgy.com.tr for three weeks prior to the General Assembly Meeting, and will be submitted to the General Assembly for its opinion.
In accordance with the provisions of the TCC, Regulation, and the Capital Markets Law, information will be given about the Independent Audit Report for the activity period of 2024, which is made available for the review of our Shareholders at the Company headquarters, on the Public Disclosure Platform, on the e-GAS of the CSD and on our Company's website at www.rgy.com.tr for three weeks prior to the General Assembly Meeting, and will be submitted to the General Assembly for its opinion.
In accordance with the provisions of the TCC, Regulation, and the Capital Markets Law, information will be given about the Financial Statements for the activity period of 2024, which will be made available for the review of our Shareholders at the Company headquarters, on the Public Disclosure Platform, on the e-GAS of the CSD and on our Company's website at www.rgy.com.tr during the three weeks preceding the General Assembly Meeting, and will be submitted for the opinion and approval of the General Assembly.
Within the framework of the provisions of the TCC and Regulation, the release of the members of the Board of Directors separately for their activities, transactions, and accounts for the year 2024 will be submitted to the approval of the General Assembly.
According to our financial statements for the accounting period 01.01.2024 - 31.12.2024, prepared by our Company in accordance with the Turkish Financial Reporting Standards within the framework of the provisions of the Turkish Commercial Code and the Capital Markets Law and audited by PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., a net period profit of TL 4,678,961,000 and a net period loss of TL 406,588,912 according to our financial statements prepared in accordance with the principles of the Tax Procedure Law.
Since there is no distributable profit for the 2024 activity year, the proposal of the Board of Directors regarding no dividend distribution will be submitted to the approval of the General Assembly.
The General Assembly will be informed about the payments made to the members of the Board of Directors and senior executives within the 2024 activity period of our Company.
In line with the provisions of the TCC, the relevant legislation, the Company's Articles of Association, and the Remuneration Policy, the remuneration to be paid to the members of the Board of Directors and the Independent Members of the Board of Directors will be determined in the activity period of 2025.
In accordance with the TCC, the Capital Markets Law, and the regulations of the Public Oversight, Accounting and Auditing Standards Authority, at the meeting of our Board of Directors dated 31.12.2024 it has been resolved, in consultation with the Audit Committee, to appoint DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as the independent auditor for the independent audit of our Company's financial reports for the fiscal year 2025 and for the fulfillment of other related activities, and to submit the appointment to the approval of the General Assembly.
Within the framework of the decision of the Board of Directors dated 11.02.2025 and numbered 2025/2, it has been decided to amend Article 7 titled "Capital" of the Company's articles of association and the said proposal for amendment of the articles of association will be submitted to the approval of the general assembly. Approval has been obtained from the Capital Markets Board for the said proposed amendment to the articles of association. Approval will also be obtained from the Republic of Turkey's Ministry of Trade.
The Amendment Text of the Articles of Association is given in Annex-1.
Information will be provided on the Code of Business Ethics and Code of Conduct Regulation and it will be submitted to the opinion of the General Assembly.
The Regulation on Business Ethics and Code of Conduct can be found in Annex-2.
Pursuant to the Corporate Governance Communiqué No. II-17. 1 of the Capital Markets Board, the General Assembly shall be informed on whether the shareholders that have management control, members of the Board of Directors, executives with administrative responsibilities, and their spouses and relatives related by blood or affinity up to second degree have carried out any significant transaction that may cause a conflict of interest with the partnership or its subsidiaries within the year 2024, and/or whether they have carried out any commercial transaction on their own account or on behalf of others, or whether they have participated in another partnership engaged in the same type of commercial business as a partner with unlimited liability.
Pursuant to the Capital Markets Board's Corporate Governance Communiqué numbered II-17.1, the General Assembly shall be informed about the guarantees, pledges, mortgages, and sureties given by our Company in favor of third parties in 2024. This matter is included in footnote 13 of our financial statements dated 31.12.2024.
Pursuant to the Capital Markets Board's Corporate Governance Communiqué II-171.1, the General Assembly shall be informed about the donations and aids made by the Company for social aid purposes in 2024. Our Company made donations amounting to TL 9,135,000 in total in 2024 to various institutions and organizations.
Pursuant to Article 19/(5) of the CML, the limit of donations to be made by the Company shall be determined by the General Assembly. In this framework, the upper limit for donations and grants to be made in 2025 shall be determined by the General Assembly.
The approval of the General Assembly is required for the members of the Board of Directors to carry out transactions within the framework of Article 395 titled "Prohibition of Transactions with the Company and Borrowing from the Company" and Article 396 titled "Prohibition of Competition" of the TCC. In this context, the General Assembly shall be informed about the authorization to be granted to the members of the Board of Directors.
ANNEX/1 Article of Associations Amendment Text
ANNEX/2 Regulation on Business Ethics and Code of Conduct
| OLD TEXT | NEW TEXT |
|---|---|
| ARTICLE 7 | ARTICLE 7 |
| The Company adopted the registered capital system | The Company adopted the registered capital system |
| in accordance with the provisions of the Capital | in accordance with the provisions of the Capital |
| Markets Law No. 6362 and transitioned to the | Markets Law No. 6362 and transitioned to the |
| registered capital system with the permission of the | registered capital system with the permission of the |
| Capital | Capital |
| Markets | Markets |
| Board | Board |
| dated | dated |
| 22.11.2023 | 22.11.2023 |
| and | and |
| numbered 73/1590. | numbered 73/1590. |
| The registered capital limit of the Company is | The registered capital limit of the Company is |
| 1,500,000,000 | 1,500,000,000 |
| (one | (one |
| billion | billion |
| five | five |
| hundred | hundred |
| million) | million) |
| Turkish Liras, divided into 1,500,000,000 (one billion | Turkish Liras, divided into 1,500,000,000 (one billion |
| five hundred million) registered shares of TRY 1 (one) | five hundred million) registered shares of TRY 1 (one) |
| each. | each. |
| The registered capital limit permission granted by the | The registered capital limit permission granted by the |
| CMB is valid for the years 2023-2027 (5 years). At the | CMB is valid for the years 2023-2027 (5 years). At the |
| end of 2027, even if the authorized capital limit has not | end of 2027, even if the authorized capital limit has not |
| been reached, in order for the board of directors to | been reached, in order for the board of directors to |
| decide on the capital increase after 2027, it is | decide on the capital increase after 2027, it is |
| obligatory to obtain authorization from the general | obligatory to obtain authorization from the general |
| assembly for a new period not exceeding five years by | assembly for a new period not exceeding five years by |
| obtaining permission from the CMB for the previously | obtaining permission from the CMB for the previously |
| permitted limit or for a new limit amount. If such | permitted limit or for a new limit amount. If such |
| authorization is not obtained, no capital increase can | authorization is not obtained, no capital increase can |
| be made by the board of directors. | be made by the board of directors. |
| The | The |
| issued | issued |
| capital | capital |
| of | of |
| the | the |
| Company | Company |
| is | is |
| TRY | TRY |
| 331,000,000 (three hundred thirty-one million). All of | 331,000,000 (three hundred thirty-one million). All of |
| this capital is fully paid in free of collusion. The | this capital is fully paid in free of collusion. The |
| Company's issued capital of TRY 331,000,000 is | Company's issued capital of TRY 331,000,000 is |
| divided into 331,000,000 registered shares of TRY 1 | divided into 331,000,000 registered shares of TRY 1 |
| (one) each. | (one) each. |
| The share capital of the Company consists of (i) | The share capital of the Company consists of (i) |
| 297,642,550 | 168,810,000 |
| Group A shares amounting to TRY | Group A shares amounting to TRY |
| 297,642,550.00 and (ii) 33,357,450 Group B shares | 168,810,000.00 and (ii) 162,190,000 Group B shares |
| amounting to TRY 33,357,450.00. | 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 specified in | candidates for the board of directors as specified in |
| these articles of association. Group A shares also | these articles of association. Group A shares also |
| have the privilege to nominate the president and vice | have the privilege to nominate the president and vice |
| president of the board of directors. Group B shares do | president of the board of directors. Group B shares do |
| not have any privileges. | not have any privileges. |
| The board of directors is authorized to take decisions | The board of directors is authorized to take decisions |
| on increasing the issued capital by issuing new shares | on increasing the issued capital by issuing new shares |
| up | up |
| to | to |
| the | the |
| registered | registered |
| capital | capital |
| limit, | limit, |
| limiting | limiting |
| the | the |
| shareholders' right to purchase new shares, and | shareholders' right to purchase new shares, and |
|---|---|
| issuing shares at a premium or below their nominal | issuing shares at a premium or below their nominal |
| value whenever it deems necessary in accordance | value whenever it deems necessary in accordance |
| with the provisions of the CML. The authorization to | with the provisions of the CML. The authorization to |
| restrict the right to purchase new shares may not be | restrict the right to purchase new shares may not be |
| used | used |
| in | in |
| a | a |
| way | way |
| to | to |
| cause | cause |
| inequality | inequality |
| among | among |
| shareholders. | shareholders. |
| The | The |
| Company's | Company's |
| capital | capital |
| may | may |
| be | be |
| increased | increased |
| or | or |
| decreased, when necessary, in accordance with the | decreased, when necessary, in accordance with the |
| provisions of the Turkish Commercial Code and | provisions of the Turkish Commercial Code and |
| capital markets legislation. | capital markets legislation. |
| No new shares may be issued unless the issued | No new shares may be issued unless the issued |
| shares are fully sold, and their price is paid, or the | shares are fully sold, and their price is paid, or the |
| unsold shares are revoked. | unsold shares are revoked. |
| Bonus shares issued in capital increases by bonus | Bonus shares issued in capital increases by bonus |
| issues are distributed to the existing shares on the | issues are distributed to the existing shares on the |
| date of the increase. | date of the increase. |
| Shares representing the issued capital are monitored | Shares representing the issued capital are monitored |
| in dematerialized form within the framework of | in dematerialized form within the framework of |
| dematerialization principles. | dematerialization principles. |
| In capital increases, unless otherwise agreed, Group | In capital increases, unless otherwise agreed, Group |
| A shares shall be issued in exchange for Group A | A shares shall be issued in exchange for Group A |
| shares and Group B shares shall be issued in | shares and Group B shares shall be issued in |
| exchange for Group B shares. However, if the Board | exchange for Group B shares. However, if the Board |
| of Directors decides to issue only Group B shares, | of Directors decides to issue only Group B shares, |
| Group A shareholders have the right to purchase new | Group A shareholders have the right to purchase new |
| Group B shares in proportion to their shares in the | Group B shares in proportion to their shares in the |
| capital, unless their right to purchase new shares is | capital, unless their right to purchase new shares is |
| restricted. | restricted. |
| The board of directors is authorized to issue all shares | The board of directors is authorized to issue all shares |
| to be issued within the scope of the capital increase as | to be issued within the scope of the capital increase as |
| Group B shares by restricting the rights of all existing | Group B shares by restricting the rights of all existing |
| shareholders to acquire new shares and to offer all of | shareholders to acquire new shares and to offer all of |
| these shares to the public. | these shares to the public. |
PURPOSE As part of its corporate governance framework, it is the policy of Rönesans Gayrimenkul Yatırım A.Ş. ("RGY") to conduct all its business in an honest and ethical manner. RGY adopts a zerotolerance approach to bribery and corruption and is committed to acting in a professional, fair, and honest manner in all its dealings and business transactions wherever it operates and implementing and enforcing effective anti-bribery systems.
POLICY STATEMENT RGY takes corruption and bribery extremely seriously. Any violation of this Policy shall be considered a serious matter by RGY and may result in disciplinary action, up to and including termination in accordance with domestic law.
WHO IS SUBJECT TO THE POLICY? All individuals, including RGY directors, officers, and employees working at different levels and positions, must comply with the Anti-Bribery and Corruption Policy ("Policy"). All RGY subsidiaries are encouraged to adopt similar principles and policies.
4.1. Corruption can take place in many types of activities. It is usually aimed at obtaining financial benefits or other personal gains. For example, bribes are intended to influence behavior - whether in the form of money, a privilege, an object of value, an advantage, or simply a promise to influence someone in an official or public capacity. It usually involves two people and both people receive a benefit. Examples of bribery include: • Offering or receiving cash in the form of commissions, loans, fees, or rewards • Giving aid, donations, or votes for improper influence
4.2. The RGY employees must not offer, give, promise, demand, or accept, directly or indirectly, any bribe to obtain or gain an improper financial or other advantage in the conduct of business.
5.1. Gifts, entertainment, and hospitality are acceptable if they are reasonable, proportionate, and given and received in good faith and in accordance with RGY's policies. Gifts, entertainment, and hospitality must not be given or received with the purpose or effect of improperly obtaining or conducting business or obtaining any improper advantage in the conduct of business.
5.2. No gifts (other than branded promotional items of nominal value, including, without limitation, pens, notebooks, and umbrellas) should be given or offered to any government officials.
5.3. Gifts, entertainment, or hospitality should always be accepted in accordance with the law and local business practices.
6.1 Examples of gifts, entertainment, and hospitality offers include gifts, meals, or recognition of appreciation and thanks for work-related matters, invitations to events, or other social gatherings. These events are acceptable provided that they are of reasonable value and within limits of frequency. In principle, they should only be recognized if they are rare and of modest value.
6.2. How do you know if a gift, entertainment, or offer from a third party is acceptable? First, take a step back and ask yourself these questions: • What is the intention— to build a relationship or something else? • How would these details look on the front page of a newspaper? • What happens if the situation is reversed— is there a double standard?
6.3. If you are not comfortable answering any of the above questions, you should consult your manager or the legal department.
RECORDS All expenditures should be properly authorized and recorded accurately and transparently. RGY employees should not personally pay for a gift, hospitality, or anything else of value to avoid complying with policies.
SUPPLY PROCESS The selection of a supplier/contractor should never be based on a gift, hospitality, or payment of any kind. The selection of a supplier/contractor should be based on a formal structured invitation (commonly referred to as a "tender") for the supply of goods or services. Accordingly, a tendering process involves an invitation to tender to other parties with the understanding that any competition for the relevant contract must be conducted in response to the tender, and that parties must compete for the contract in such a way that no party has an unfair advantage based on separate, prior, behind-closed-doors negotiations for the contract where the tendering process is open to all qualified tenderers and sealed tenders are opened for review and selected on the basis of price and quality.
HOW TO ACT IN CASE OF BRIBERY OR CORRUPTION? All employees should report the matter to their manager/legal department as soon as possible if they are offered a bribe by a third party, asked to pay a bribe, suspect that this may happen in the future, or believe that they may be the victim of any other illegal activity. If such employees feel it would be inappropriate to report the matter to their manager, they should report it to either a senior member of management or the CEO.
DONATIONS 10.1. No RGY employee is authorized to make political contributions from Company funds. 10.2. Contributions to social projects or charitable organizations by RGY must be made in good faith and in accordance with the provisions of this Policy.
TRAINING All RGY employees working in areas perceived as high risk shall receive regular and appropriate training on how to apply and comply with this Policy. The CEO has the authority to identify employees at high risk of bribery and corruption.
ADDITIONAL INFORMATION If employees have any questions arising from this Policy, its interpretation, or how it applies, they should consult RGY's legal department, a board member, or the CEO.
13.1. This Policy is endorsed by the CEO and RGY's legal department. It is the responsibility of RGY's board of directors to ensure that this Policy complies with legal and ethical obligations and that everyone under its control complies with this Policy.
13.2. The board shall regularly monitor and review the effectiveness of the implementation of this Policy, considering its appropriateness, effectiveness, and adequacy.
14.1. All RGY employees are responsible for the success of this Policy and must ensure that it is used to disclose any suspicion of danger or wrongdoing.
14.2. This Policy does not form part of any employment contract and may be amended at any time.
14.3. All RGY employees are invited to comment on this Policy and suggest ways in which it can be improved. Comments, suggestions, and questions should be directed to RGY's legal department.
14.4. RGY reserves the right to change and/or amend the principles of this Policy at any time at its absolute discretion.
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