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İŞ GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.

Pre-Annual General Meeting Information Mar 26, 2025

5925_rns_2025-03-26_7e464b83-eee4-49c9-8b4b-da8f94b2cf3a.pdf

Pre-Annual General Meeting Information

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İŞ GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.

Board of Directors' Invitation for Ordinary General Assembly Meeting

The Ordinary General Assembly Meeting for the accounting period 2024 will be held at the address of İş Sanat Kültür Merkezi, İş Kuleleri Levent-Beşiktaş/Istanbul at 10.00 on Thursday, 20 March 2025 for discussing and deciding the agenda items.

Shareholders may attend the General Assembly Meeting in person or by proxy physically or in electronic environment.

Our shareholders who wish to attend the General Assembly meeting in person or by proxy in electronic environment through the Electronic General Meeting System (E-GEM) as provided by the Central Securities Depository of Turkey (MKK) are required to register to e-MKK Information Portal and have a secure electronic signature for themselves. Also, the proxies who will attend the meeting through E-GEM should have secure electronic signature. Those wishing to attend the General Assembly Meeting in electronic environment through E-GEM in person or by proxy are required to fulfill their obligations in accordance with the "Regulation on General Assembly Meetings to be Held in Electronic Environment at Joint Stock Companies", which was published in the Official Gazette No. 28395 and dated 28.08.2012, and the "Communiqué on the Electronic General Assembly System to be Applied in General Assembly Meetings at Joint Stock Companies", which was published in the Official Gazette No. 28396 and dated 29.08.2012.

The shareholders to attend the meeting in person physically may do so by only submitting their identity cards.

Our shareholders to attend the meetings by proxy in physical environment are required to notarize the proxy form, a copy of which can be found at the Company's website, on behalf of the 3rd parties, or attach the signature declaration certified by a notary public to a signed copy of the proxy form, and send it to our Company.

The representative who has been assigned over the E-GEM do not need to submit any proxy form; a representative that has been assigned over the E-GEM may attend the General Assembly meeting both physically and through E-GEM. However, the representatives have to present their identity cards during their physical participation to the meeting without any regard to their assignment method.

Our shareholders who wish to be represented by safe custody institutions where their shares are deposited are required to issue "Depositor's Representative Form" and "Instruction Form" in accordance with the provisions of the "Regulation on the Principles and Procedures of the General Shareholders' Meetings of the Joint Stock Companies and the Representation of the Ministry of Customs and Trade", which was published in the Official Gazette No. 28481 and dated 28.11.2012 and which also provides samples for the referred forms.

Board of Directors' Annual Report, Auditor's Report, Financial Statements and Board of Directors' Proposal for Profit Distribution, and Ordinary General Assembly Meeting Informative Document for 2024 are available for our shareholders' review at our Company's headquarter, at www.kap.org.tr, at E-GEM and at our Company's website at www.isgyo.com.tr three weeks before the meeting date.

Pursuant to the Article 29 of the Capital Markets Law No 6362, no separate notification will be made via registered mail to the holders of the registered shares which are listed in the stock market.

Pursuant to Turkish Personal Data Protection Law No 6698, further information about processing the personal data can be obtained from Company's "Personal Data Protection and Privacy Policy" at our Company's website.

Kindly submitted to the information of our shareholders.

Headquarters: İş Kuleleri Kule: 2 Kat:10-11 34330 Levent-Beşiktaş / Istanbul

Commercial Registry Office and Trade Registry Number: İstanbul, 402908

Mersis Number: 0481013771500018

İş Gayrimenkul Yatırım Ortaklığı A.Ş. Agenda for the 2024 Ordinary General Assembly Meeting of Shareholders

    1. Opening, establishment of the Chairmanship Council,
    1. Reading and discussion of the Annual Report of the Board of Directors on the Company's activities in 2024 and the reading of the Auditor's Report,
    1. Reading, discussion and approval of the financial statements of the year 2024,
    1. Dischage of the Board Members for their activities in 2024,
    1. Discussion and decision of the Board of Directors' proposal on the distribution of the profit in 2024,
    1. Determining the number and the term of office of Board members and electing members of the Board of Directors,
    1. Determining the remuneration of the Board Members,
    1. Election of the Auditor,
    1. Authorization of the Board Members to conduct the transactions provided under the Articles 395 and 396 of the Turkish Commercial Law,
    1. Informing shareholders on the Company's donations made in 2024 and determining the limit for the donations to be made in 2025,
    1. Informing the General Assembly within the frame of principle numbered 1.3.6. of the Corporate Governance Principles,
    1. Informing shareholders in accordance with the Article 37 of the Capital Markets Board's Communiqué numbered III-48.1,
    1. Wishes and closing.

POWER OF ATTORNEY

İş Gayrimenkul Yatırım Ortaklığı A.Ş.

I hereby appoint ……………………………………., whose personal identity details are given below, as my representative to represent me and vote and make proposals and sign the required documents in my name, along with the general opinions I have listed below, at the General Assembly meeting of İş Gayrimenkul Yatırım Ortaklığı A.Ş. to be held at the address of İş Sanat Kültür Merkezi, İş Kuleleri Levent -Beşiktaş/ Istanbul at 10.00 on Thursday, 20 March 2025.

Representative's (*);

Name-Surname/Trade Title:

Republic of Turkey Identity No/Tax No, Trade Registry and Number and Central Registration System (MERSİS) No:

(*) Foreign national representatives are required to submit the equivalents of the said documents, if any.

A) SCOPE OF THE REPRESTATION AUTHORITY

One of the statements given in the Paragraphs (a), (b) or (c) in each of the Articles 1 and 2 below should be selected to set the scope of the power of attorney.

1. About the agenda items in the General Shareholders' Meeting;

a) The representative is authorized to vote in line with his/her own opinion.

b) The representative is authorized to only in line with the suggestions of the Company's management.

c) The representative is authorized to vote in line with the instructions provided in the following table.

Definitions:

Should the shareholder select Paragraph (c) above; the instructions regarding a specific agenda item are given by ticking one of the options (agreed or rejected) for such specific item and by determining the counter statement requested to be recorded to the minutes of the general assembly meeting, if the option of 'rejected' is selected.

Agenda Items (*) Agreed Rejected Counter Statement
1.Opening, establishment of the Chairmanship Council,
2.Reading and discussion of the Annual Report of the
Board of Directors on the Company's activities in 2024 and
the reading of the Auditor's Report,
3.Reading, discussion and approval of the financial
statements of the year 2024,
4 Dischage of the Board Members for their activities in
2024,
5.Discussion and decision of the Board of Directors'
proposal on the distribution of the profit in 2024,
6. Determining the number and the term of office of Board
members and electing members of the Board of Directors,
7.Determining the remuneration of the Board Members,
8.Election of the Auditor,
9.Authorization of the Board Members to conduct the
transactions provided under the Articles 395 and 396 of the
Turkish Commercial Law,
10.Informing shareholders on the Company's donations
made in 2024and determining the limit for the donations to
be made in 2025,
11.Informing the General Assembly within the frame of
principle numbered 1.3.6. of the Corporate Governance
Principles,
12.Informing shareholders in accordance with the Article
37 of the Capital Markets Board's Communiqué numbered
III-48.1,
13.Wishes and closing.

There is no voting on agenda items for information.

(*) The items included to the agenda of the General Assembly are listed one by one. If the minority has a separate draft resolution, this is also stated separately to ensure voting by proxy. There is no voting for the informing agenda items.

2. Special instruction on other subjects as may arise during the General Shareholders' meeting and on the use of the minority rights, in particular:

  • a) The representative is authorized to vote in line with his/her own opinion.
  • b) The representative is not authorized to represent on this subject.
  • c) The representative is authorized to vote in line with the following special instructions.
  • SPECIAL INSTRUCTIONS; Special instructions to the representative are provided here, if any.
  • B) The shareholder specifies the shares which the shareholder wishes the representative to represent.
  • 1. I hereby approve the representation of my shares detailed below by the representative.
  • a) Number-Nominal value:
  • b) Group:
  • c) Whether it has privilege in voting:
  • e) The ratio to the total shares / voting rights of the shareholder:

2. I approve the representative's representation of all of my shares included to the list of eligible shareholders to the general shareholders' meeting as prepared by the Central Registry Agency one day before the date of the General Shareholders' Meeting.

Name SURNAME or Title Of The Shareholder (*):

Republic of Turkey Identity No, Trade Registry and Number and Central Registration System No:

Address:

(*)Foreign national shareholders are required to submit the equivalents of the said documents, if any.

SIGNATURE:

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