AGM Information • Jul 10, 2024
AGM Information
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The Ordinary General Assembly Meeting of our company for the year 2023 will be held on Thursday, July 04, 2024, at 16:00, at the address of Dikilitaş Mahallesi, Yenidoğan Sokak, No: 36 Sinpaş Plaza, Beşiktaş, Istanbul, in order to discuss and decide on the agenda items.
Pursuant to paragraph 4 of Article 415 of the Turkish Commercial Code (TCC) numbered 6102, the right to participate in the General Assembly and to vote cannot be conditional on the storage of share certificates. Therefore, our partners who will attend the General Assembly do not need to have their shares blocked at the Central Registry Agency (CRA). Our partners who will personally and physically attend the General Assemblies are required to show their identity cards.
Our partners, who will attend the meetings by proxy, have to send a power of attorney, of which a sample is given below, to be prepared by a notary public in favor of third parties, to the Company Headquarters before the meeting day, or to register the identity information of the proxy who will attend the meeting with E-GAS (Electronic General Assembly System) until 1 (one) day before the meeting day. The proxy appointed via E-GAS is not required to submit a physical power of attorney separately, and the proxy appointed via E-GAS can attend the General Assembly Meeting both physically and via E-GAS. It is obligatory for the proxy who will attend the meeting by proxy or physically, whether appointed with a notarized power of attorney or via E-GAS, to show identification at the meeting.
Pursuant to the 4th paragraph of Article 1527 of the TCC, our shareholders can attend the General Assembly Meeting in person or through their representatives, electronically. Those who wish to attend the General Assembly Meeting in person or through their representatives should notify their preferences via the Electronic General Assembly System (E-GAS) provided by CRA one (1) day before the General Assembly date. Those who want to attend the General Assembly meeting through E-GAS must register in the e-CRA Information Portal in order to use their partnership rights without any problems, and must have a secure electronic signature in order to directly participate in the General Assembly or appoint a proxy over E-GAS. In addition, it is obligatory for the proxies to attend the meeting via EGAS to have a secure electronic signature. Pursuant to Article 1526 of the TCC, the notifications to be made through EGAS on behalf of the legal entity partners must be signed with a secure electronic signature produced on behalf of the company on behalf of the legal entity authorized signatory. The detailed Information Note on the agenda items will be made available for the Esteemed Shareholders review available at the Company Headquarters, on the Company website at www.servetgyo.com, on the Public Disclosure Platform (PDP) and on the Electronic General Assembly System (E-GAS) of the Central Registry Agency (CRA), within the statutory period, three weeks before the meeting.
Kindly submitted to the information of the esteemed shareholders.
Respectfully,
SERVET GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.
BOARD OF DIRECTORS
Among the additional explanations required to be made in accordance with the Corporate Governance Principle No. 1.3.1. in the Corporate Governance Communiqué of the Capital Markets Board No. II-17.1., those related to the agenda items are made in the relevant agenda item below, and other mandatory general explanations are submitted for your information in this section:
| Shareholder | Share Type (*) | Share (TL) | Share (%) | Voting Right | |
|---|---|---|---|---|---|
| Avni Çelik | A | 1.010.276 | 1,94% | 1.010.276 | |
| Avni Çelik | B | 20.655.724 | 39,72% | 20.655.724 | |
| Ayşe Sibel Çelik | B | 7.800.000 | 15,00% | 7.800.000 | |
| Ahmet Çelik | B | 3.900.000 | 7,50% | 3.900.000 | |
| Arı Finansal Kiralama A.Ş. | B | 3.900.000 | 7,50% | 3.900.000 | |
| Şenay Çelik | B | 1.950.000 | 3,75% | 1.950.000 | |
| Actual Shares Outstanding | B | 12.784.000 | 24,58% | 12.784.000 | |
| TOTAL | - | 52.000.000 | 100.00% | 52.000.000 |
(*) Each share has the right to 1 vote at the Company's General Assembly meeting.
(*) Group A shares have the privilege to nominate 4 nominees for the board of directors.
(*) Group B shares have the privilege to nominate 2 independent candidatesfor the board of directors.
As disclosed on the Public Disclosure Platform on 29.12.2023, the shares have been completely repurchased using the buyback option. Additionally, as disclosed on the Public Disclosure Platform on 18.12.2023, Güney İstanbul Gayrimenkul Yatırım ve İşl. Tic. A.Ş. has become a 100% subsidiary of Oswe.
As announced on the Public Disclosure Platform on 28.05.2024, the merger process has been completed under the umbrella of Güney İstanbul Gayrimenkul Yatırım ve İşletme A.Ş., involving our subsidiary Boğaziçi Çelik Gayrimenkul Yatırım ve İşletme A.Ş. and also Kuzey Marmara Gayrimenkul Yatırım ve İşletme A.Ş., which is a shareholder in the Sinpaş Group company Sinpaş Yapı Endüstrisi A.Ş.
3.3 If the agenda of the general assembly meeting includes the dismissal, replacement, or election of board members; the reasons for dismissal and replacement, the resumes of individuals whose candidacy for the board membership has been communicated to the Company, the positions they have held in the last ten years and the reasons for leaving those positions, the nature and significance of their relationship with the Company and its related parties, whether they have the independence qualification, and other similar matters that could affect the Company's activities if these individuals are elected as board members.
There are no changes.
3.4 Information about the requests submitted in writing by the shareholders to the Investor Relations Department to include items on the agenda.
There are no request submitted to our company.
3.5 If there are amendments to the articles of association on the agenda, the relevant board decision, and the old and new versions of the articles of association amendments.
There are no changes.
I appoint ………………………………………………………………………………….……….., who has been introduced below in detail, as my proxy to be authorized to represent me, to vote, to make proposals and to sign the required documents, in line with the views I have stated below, at the Ordinary General Assembly Meeting 2023 of Servet Gayrimenkul Yatırım Ortaklığı A.Ş. to be held on at 16.00 on Thursday, July 04, 2024, at the address of Dikilitaş Mahallesi, Yenidoğan Sokak, No: 36 Sinpaş Plaza, Beşiktaş, Istanbul.
Name & Surname / Trade Name:
T.R. ID No/Tax No, Trade Registry and Number and CRS number:
(*) For proxies of foreign nationality, it is obligatory to submit the equivalents, if any, of the aforementioned information.
For the sections 1 and 2 given below, one of the options, (a), (b) or (c), should be chosen to determine the scope of the representation authority.
In case the option (c) is chosen by the shareholder, instructionsspecific to the agenda item are given by marking one of the options (accept or reject) opposite the relevant general assembly agenda item, and by stating the dissenting opinion, if any, that is requested to be written in the minutes of the general assembly if the reject option is selected.
| Agenda Items (), (*) | Accept | Reject | Dissenting Opinion |
|---|---|---|---|
| 1. Opening, establishment of the Meeting | |||
| Presidency, and authorization for the Meeting Presidency to sign the meeting minutes, |
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| 2. Reading and discussion of the Board of Directors Annual Report for 2023, |
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| 3. Reading and discussion of the Independent Auditor's Report for the 2023 fiscal year, |
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| 4. Reading, discussion, and submission of the Financial Statements for the 2023 fiscal year for approval by the General Assembly, |
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| 5. Informing the General Assembly in accordance with Article 37 titled "Use of Appraisal Value" of the Capital Markets Board's Communiqué No. III-48.1 on Principles Regarding Real Estate Investment Trusts, |
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| 6. Discussion of the proposal of the Board of Directors on dividend distribution and its submission to the General Assembly for approval, |
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| 7. Submission of the individual release of the members of the Board of Directors for their work in 2023 to the approval of the General Assembly, |
| 8. Determination of the remuneration of the members of the Board of Directors, |
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|---|---|---|
| 9. Informing the partners about the donations made in 2023 and determining the upper limit for the donations in 2024, |
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| 10. The discussion on allowing members of the Board of Directors to carry out activities which fall within the scope of the company in a personal capacity or on behalf of others, to be partners in companies which perform such activities and to carry out other transactions within the scope of Articles 395 and 396 of the Turkish Commercial Code, and submission to the General Assembly for approval, |
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| 11. Informing the General Assembly about the transactions specified in Article 1.3.6 of the Corporate Governance Principles in the annex of the Capital Markets Board's Corporate Governance Communiqué No. II-17.1., |
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| 12. Informing the General Assembly about the guarantees, pledges and mortgages given in favor of third parties in accordance with the 4th paragraph of the 12th article of the Capital Markets Board's Corporate Governance Communiqué No. 17.1., |
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| 13. Submission of the Independent Audit Company proposed by the Board of Directors for one year to the approval of the General Assembly, |
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| 14. Informing the General Assembly about the administrative fine of 51,236 TL imposed on the Company by the Capital Markets Board in 2023 and deciding whether to recourse the administrative fine to the responsible members of the Board of Directors, |
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| 15. Wishes and recommendations, closing. |
(*) Matters included in the agenda of the General Assembly are listed one by one. If the minority has a separate draft resolution, this is also indicated separately for voting by proxy.
(**) Voting is not done on information items.
SPECIAL INSTRUCTIONS; Special instructions, if any, to be given by the shareholder to the proxy are specified here.
T.R. ID No / Tax No, Trade Registry and Number and CRS number:
Address:
(*) For proxies of foreign nationality, it is obligatory to submit the equivalents, if any, of the aforementioned information.
The meeting will be opened, and the election will be held for the Meeting Presidency, Minute Clerk, and Vote Collector. The authorization of the Meeting Presidency for signing the meeting minutes will be submitted for approval.
The activity report for 2023 was published on 20.05.2024 on the Public Disclosure Platform at www.kap.gov.tr and on the company's website at www.servetgyo.com.tr, available for shareholders' review. This report will be read and discussed during the General Assembly meeting.
The independent audit reports for the year-end 2023 were published on 20.05.2024 on the Public Disclosure Platform at www.kap.gov.tr and on the company's website at www.servetgyo.com.tr, available for shareholders' review. These reports will be read and discussed during the General Assembly meeting.
The financial statements for the year-end 2023 were published on 20.05.2024 on the Public Disclosure Platform at www.kap.gov.tr and on the company's website at www.servetgyo.com.tr, available for shareholders' review. These financial statements will be read, discussed, and submitted for approval during the General Assembly meeting.
The first paragraph of Article 37 of the Communiqué on Principles Regarding Real Estate Investment Trusts numbered III-48.1 is as follows:
"Transactions such as purchasing, selling, leasing, and similar activities related to real estates, real estate projects, rights based on real estates, infrastructure investments, and services that are or are planned to be included in the company's portfolio shall be carried out by taking into consideration the determined appraisal values. In acquisition transactions to be conducted by taking into account the prevailing market or payment conditions, if values higher than the appraisal values are considered, and in sales and leasing transactions, if values lower than 95% of the appraisal values are considered, it is mandatory to disclose this situation to the public within the framework of the Board's regulations on the public disclosure of special cases and to include it in the agenda of the first general assembly meeting to inform the shareholders."
In accordance with the mentioned paragraph, information will be provided to the general assembly.
Information regarding the Board of Directors' proposal for the distribution of profits for the 2023 fiscal year was published on 10.06.2024 on the Public Disclosure Platform at www.kap.gov.tr. The Board of Directors' proposal will be discussed and decided upon.
The discharge of each Board Member for their activities in 2023 will be submitted for approval by the General Assembly.
The attendance fee for the Board Members will be determined.
9. Informing the partners about the donations made in 2023 and determining the upper limit for the donations in 2024,
Information regarding the total amount of donations made in 2023 will be provided to the shareholders during the General Assembly. The upper limit for donations in 2024 will be determined by the General Assembly.
10. The discussion on allowing members of the Board of Directors to carry out activities which fall within the scope of the company in a personal capacity or on behalf of others, to be partners in companies which perform such activities and to carry out other transactions within the scope of Articles 395 and 396 of the Turkish Commercial Code, and submission to the General Assembly for approval,
Articles 395 and 396 of the Turkish Commercial Code are as follows:
(1) A member of the board of directors cannot engage in any transactions with the company, personally or on behalf of someone else, without the approval of the general assembly; otherwise, the company may claim that the transaction is invalid. The other party cannot make such a claim.
(2) (Amended: 26/6/2012-6335/17 art.) Non-shareholding members of the board of directors and their relatives specified in article 393 cannot borrow cash from the company. The company cannot provide surety, guarantee, or security for these individuals, assume liability, or take over their debts. Otherwise, creditors of the company may directly pursue these individuals for the amount borrowed from the company, in the same amount as the company's liability.
(3) Provided that the provision of article 202 remains reserved, companies within a corporate group may provide surety and guarantee for each other.
(4) The special provisions of the Banking Law are reserved.
(1) A member of the board of directors cannot engage in any commercial transactions covered by the company's business scope, either on their own behalf or on behalf of someone else, without the approval of the general assembly. The company may demand compensation or, instead of compensation, may consider the transaction as conducted on behalf of the company and claim the benefits arising from contracts made for third parties for the company.
(2) The selection of these rights is up to the other members of the board of directors, not including the member in breach of the first paragraph.
(3) These rights expire within three months from the date the other members learn of the commercial transactions or the board member's entry into another company, and in any case, within one year from the occurrence of these events.
(4) Provisions related to the liabilities of board members remain reserved.
Permission for the above-mentioned activities will be submitted for approval by the General Assembly.
11. Informing the General Assembly about the transactions specified in Article 1.3.6 of the Corporate Governance Principles in the annex of the Capital Markets Board's Corporate Governance Communiqué No. II-17.1.,
Article 1.3.6 of the Corporate Governance Principles is as follows:
1.3.6. If the controlling shareholders, board members, executive managers with administrative responsibilities, and their spouses and relatives up to the second degree engage in significant transactions that may lead to a conflict of interest with the partnership or its subsidiaries, or engage in commercial transactions covered by the company's business scope, personally or on behalf of someone else, or become unlimited partners in another partnership engaging in similar commercial transactions, these transactions shall be included in the general assembly agenda as a separate item to provide detailed information on the matter and recorded in the general assembly minutes. Information regarding such transactions will be provided to the General Assembly.
Information will be provided regarding the footnote 23 of the financial statements for 2023, prepared in accordance with the provisions of the Capital Markets Board's Communiqué No. II.14.1 on "Principles of Financial Reporting in Capital Markets" and audited by Arsen Independent Audit Services Inc., in accordance with Article 12 of the Communiqué No. II-17.1 on Corporate Governance, titled "Collaterals, Pledges, Mortgages, and Sureties."
The independent audit firm proposed by the Board of Directors for the year 2024 will be submitted for approval by the General Assembly.
In accordance with Paragraph 1 of Article 31 of Communiqué No. III-48.1 on Principles Regarding Real Estate Investment Trusts, the issue of whether recourse can be sought against the Board Members found responsible for the actions for which an administrative fine of 51,236 TRY was imposed due to exceeding the borrowing limits in the financial statements for the accounting period from 01.01.2021 to 31.12.2021 will be discussed and resolved.
Wishes and recommendations will be discussed.
| SERVET GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş. 01.01.2023 / 31.12.2023 Period Dividend Payment Table (TL) | |||||
|---|---|---|---|---|---|
| 1. Paid-In / Issued Capital | 52.000.000.00 | ||||
| 2. Total Legal Reserves (According to Legal Records) | 5.345.814,51 | ||||
| Information on privileges in dividend distribution, if any, in the Articles of Association: | There is no profit distribution privilege |
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| Based on CMB Regulations |
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| 3. | Current Period Profit / Loss (-) | 5.010.857.297,00 | 2.347.269.209,05 | ||
| 4. | Taxes Payable (-) | 0,00 | 0,00 | ||
| 5. | Net Current Period Profit / Loss (-) (=) | 5.010.857.297,00 | 2.347.269.209,05 | ||
| 6. | Losses in Provious Years (-) | 0.00 | (1.047.950.706, 51) | ||
| 7. | Primary Legal Reserve (-) | (64.965.925, 13) | (64.965.925, 13) | ||
| 8. | NET DISTRIBUTABLE CURRENT PERIOD PROFIT / LOSS (=) | 4.945.891.371,87 | 1.234.352.577,41 | ||
| 9. | Donations Made During The Year (+) | 12.989.766,00 | |||
| 10. | Donation-Added Net Distributable Current Period Profit / Loss (-) on wich First Dividend is Calculated |
4.958.881.137,87 | |||
| 11. | First Dividend to Shareholders | 0,00 | |||
| $-Cash$ | 0,00 | ||||
| - Stock - Total |
0,00 0,00 |
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| 12. | Dividend Distributed to Owners of Privileged Shares | 0,00 | |||
| 13. | Other Dividend Distributed: - To the Members of the Board of Directors - To the Employees - To Persons Other than Shareholders |
0,00 | |||
| 14. | Dividend to Owners of Redeemed Shares | 0,00 | |||
| 15. | Second Dividens to Shareholders | 0.00 | |||
| 16. | General Legal Reserves | 0,00 | 0,00 | ||
| 17. | Statutory Reserves | 0,00 | |||
| 18. | Special Reserves | 0,00 | |||
| 19. | EXTRAORDIANRY RESERVES | 4.945.891.371,87 | 1.234.352.577,41 | ||
| 20. | Other Distributable Resources | 0,00 | 0,00 |
| SHARE GROUP |
TOTAL DIVIDEND AMOUNT | TOTAL DIVIDEND DIVIDEND CORRESPONDING TO AMOUNT/NET SHARE WITH A NOMINAL VALUE OF 1 DISTRIBUTABLE CURRENT PERIOD PROFIT |
||||
|---|---|---|---|---|---|---|
| CASH (TL) | STOCK (TL) |
RATE (%) | AMOUNT (TL) | RATE (%) | ||
| NET | A | 0.00 | 0.00 | $0.00\%$ | 0.00 | 0.0% |
| в | 0.00 | 0.00 | $0.00\%$ | 0.00 | $0.0\%$ | |
| TOTAL | 0.00 | 0.00 | $0.00\%$ | 0.00 | $0.00\%$ |
I hereby declare that I am a candidate to serve as an "independent member" within the Board of Directors of Servet Gayrimenkul Yatırım Ortaklığı Anonim Şirketi (the "Company") in accordance with the criteria set forth in the legislation, the articles of association, and Article 4.3.6. of the Annex to the Corporate Governance Communiqué No. II-17.1 issued by the Capital Markets Board. In that regard I also confirm that;
(originals signed)
I hereby declare that I am a candidate to serve as an "independent member" within the Board of Directors of Servet Gayrimenkul Yatırım Ortaklığı Anonim Şirketi (the "Company") in accordance with the criteria set forth in the legislation, the articles of association, and Article 4.3.6. of the Annex to the Corporate Governance Communiqué No. II-17.1 issued by the Capital Markets Board. In that regard I also confirm that;
(originals signed)
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