Pre-Annual General Meeting Information • Aug 14, 2025
Pre-Annual General Meeting Information
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The Ordinary General Assembly Meeting of our Company for the fiscal year 2024 will be held on Thursday, August 14, 2025, at 16:00 (04:00 p.m.) at the address Sinpaş Plaza, Dikilitaş Mahallesi, Yenidoğan Sokak, No: 36, Beşiktaş, İstanbul, in order to discuss and resolve the agenda items disclosed.
Pursuant to Article 415, paragraph 4 of the Turkish Commercial Code No. 6102 ("TCC"), the right to attend and vote at the General Assembly may not be conditional upon the deposit of share certificates. Accordingly, our shareholders are not required to block their shares with the Central Securities Depository (Merkezi Kayıt Kuruluşu - "MKK") in order to participate in the General Assembly.
Shareholders who will attend the meeting physically are required to present valid identification. Shareholders who wish to attend the meeting via proxy must submit a notarized proxy statement, a sample of which is provided below, to the Company headquarters prior to the meeting date or register the proxy's identification details via the Electronic General Assembly System ("e-GEM") no later than one (1) day prior to the meeting. A proxy appointed through e-GEM is not required to present a physical power of attorney and may attend the General Assembly physically or electronically. In either case, whether appointed via notary or through e-GEM, the proxy is required to present valid identification at the meeting.
In accordance with Article 1527, paragraph 4 of the TCC, shareholders may also attend the General Assembly Meeting electronically in person or through their representatives. Shareholders intending to participate in the meeting electronically must declare their preference through the e-GEM platform, provided by MKK, no later than one (1) day prior to the meeting date. In order to participate in the General Assembly or to appoint a proxy via e-GEM, shareholders must be registered with the e-MKK Information Portal and must hold a secure electronic signature. Similarly, proxies who will attend via e-GEM must also possess a secure electronic signature. Pursuant to Article 1526 of the TCC, notifications made via e-GEM on behalf of legal entity shareholders must be signed with a secure electronic signature issued in the name of the signatory authorized to represent the legal entity.
An Explanatory Information Document concerning the agenda items will be made available for our shareholders' review three weeks prior to the meeting, within the legally prescribed timeframe, at the Company's headquarters, on the corporate website athttps://www.servetgyo.com.tr/ on the Public Disclosure Platform (KAP), and via the Electronic General Assembly System (e-GEM) of the Central Securities Depository (MKK).
Respectfully submitted to the information of our esteemed shareholders.
Sincerely,
SERVET GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.
BOARD OF DIRECTORS
In accordance with the Corporate Governance Principle No. 1.3.1 set forth in the Capital Markets Board's Communiqué on Corporate Governance No. II-17.1, the additional disclosures required to be made with respect to the agenda items have been provided under the relevant agenda items below, while the other mandatory general disclosures are presented in this section for your information.
| Name and Surname / Trade Name of the Shareholder |
Share in Capital | ||
|---|---|---|---|
| Group (*) | Nominal Value (₺) | Percentage (%) | |
| Avni Çelik | A | 63.142.250 | 1,94 |
| Avni Çelik | B | 1.290.982.750 | 39,72 |
| Avni Çelik | TOTAL | 1.354.125.000 | 41,67 |
| Ahmet Çelik | B | 243.750.000 | 7,50 |
| Arı Finansal Kiralama A.Ş. | B | 243.750.000 | 7,50 |
| Şenay Çelik | B | 121.875.000 | 3,75 |
| Ayşe Sibel Çelik | B | 487.500.000 | 15,00 |
| Others (Free Float) | B | 799.000.000 | 24,58 |
| TOTAL | 3.250.000.000 | 100 |
(*) Each share entitles its holder to one vote at the General Assembly of the Company.
(*) Group A shares grant the privilege to nominate four candidates for the Board of Directors.
(*) Group B shares grant the privilege to nominate two independent candidates for the Board of Directors.
(*) Group C shares do not carry any privileges.
3.2 Information regarding any changes in the management or operations of the Company and its material subsidiaries and affiliates that occurred in the previous fiscal period or are planned for future periods, which may significantly affect the Company's business activities, as well as the reasons for such changes.
There have been no changes in the management or operations of the Company and its subsidiaries during the 2024 fiscal year, nor are there any such changes planned for upcoming periods, that would significantly affect the Company's business activities.
3.3 In the event that the agenda of the General Assembly meeting includes the dismissal, replacement, or election of members of the Board of Directors, information shall be provided regarding the reasons for such dismissal or replacement, as well as the following details concerning individuals whose candidacies for Board membership have been submitted to the Company: their résumés, positions held over the past ten years and reasons for leaving those positions, the nature and materiality of their relationship with the Company and its related parties, whether they qualify as independent board members, and any other matters that may have an impact on the Company's activities should they be elected as members of the Board of Directors.
In accordance with the resolution of our Company's Board of Directors dated 03.06.2025, and within the framework of the report and recommendation prepared by the Corporate Governance Committee, following the evaluation made regarding the determination of new independent board member candidates in place of our Independent Board Members, Prof. Dr. Mehmet Bulut and Prof. Dr. Mehmet Emin Okur, it has been resolved that, pursuant to Article 363 of the Turkish Commercial Code, Prof. Dr. Hamdi Döndüren and Mr. Volkan Evcil be appointed as Independent Board Members to be submitted for the approval of the General Assembly at the first General Assembly meeting to be held, and that such appointments be submitted for the approval of the shareholders at the General Assembly and subsequently be registered and announced before the Trade Registry Office.
The declarations of independence, résumés, and the report of the Corporate Governance Committee regarding Prof. Dr. Hamdi Döndüren and Mr. Volkan Evcil, who are to be submitted to the approval of our shareholders as candidates for independent board membership, have been evaluated by the Capital Markets Board in accordance with Article 4.3.6 of the Corporate Governance Principles annexed to the Communiqué on Corporate Governance No. II-17.1. Within this scope, it has been resolved in the meeting of the Capital Markets Board dated 25.06.2025 and numbered 36/1132 that no adverse opinion has been expressed regarding the aforementioned candidates, and the related decision and notification were communicated to our Company on 30.06.2025.
The resolution of our Board of Directors regarding the appointment of Board Members taken pursuant to Article 363 of the Turkish Commercial Code, to be submitted for the approval of the General Assembly, has been registered and announced in the Turkish Trade Registry Gazette dated 17.07.2025 and numbered 11373. The résumés and declarations of independence of the independent board member candidates are presented in the annex for the information of our investors.
No such requests have been received by our Company.
At its meeting held on 24.04.2025, our Company's Board of Directors resolved that:
Although our Company's paid-in capital has been increased to TRY 3,250,000,000 and the current registered capital ceiling of TRY 1,000,000,000 has been exceeded on a one-time basis, the validity period of the registered capital ceiling authorization, which is due to expire in 2026, shall be extended until the end of 2029. Taking into consideration the inflationary effects during the intervening period, the increase in the funds available to be added to the capital from internal resources, and the growth potential of our Company;
The current registered capital ceiling of our Company, amounting to TRY 1,000,000,000 (one billion), shall be increased to TRY 16,250,000,000 (sixteen billion two hundred fifty million), and the validity period of the registered capital ceiling authorization shall be extended for an additional 5 (five) years to cover the years 2025–2029;
In accordance with Article 5, paragraph 4 of the Communiqué on the Registered Capital System (II-18.1), the capital ceiling shall be increased to TRY 16,250,000,000 (sixteen billion two hundred fifty million) and, in this context, Article 8 of the Company's Articles of Association, titled "Capital and Shares", shall be amended as attached;
In order to carry out the registered capital ceiling increase transactions, the Company's General Directorate shall be authorized to make the necessary applications, obtain approvals, and perform all required transactions before the Capital Markets Board, Borsa İstanbul A.Ş., Central Registry Agency (MKK), the Ministry of Trade of the Republic of Türkiye, and other relevant public institutions and authorities; and following the receipt of the necessary approvals from the Capital Markets Board and the Ministry of Trade of the Republic of Türkiye, the proposed amendments shall be submitted for the approval of the General Assembly at the first General Assembly meeting.
It was unanimously resolved by the attendees to proceed accordingly. To carry out the registered capital ceiling increase of our Company, an application was submitted to the Capital Markets Board on 25.04.2025 to obtain approval for the amendment to the Articles of Association. Our application to the Capital Markets Board regarding the planned amendment to Article 8 of our Company's Articles of Association, titled "Capital and Shares", in order to increase the existing registered capital ceiling of TRY 1,000,000,000 valid for the years 2022–2026 to TRY 16,250,000,000 for the years 2025–2029, has been approved by the Board. The proposed amendment to the Articles of Association will be submitted for the approval of the shareholders at the General Assembly meeting. If approved, the amendment will be registered with the trade registry and enter into force accordingly.
I appoint ………………………………………………………………………………….……….., who has been introduced below in detail, as my proxy to be authorized to represent me,to vote,tomake proposals and to sign the required documents, in line with the views I have stated below, at the Ordinary General Assembly Meeting 2024 of SERVET Gayrimenkul Yatırım Ortaklığı A.Ş. to be held on Thursday, August 14, 2025, 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 of the meeting, formation of the Chairmanship of the Meeting, and granting authorization to the Chairmanship to sign the minutes of the meeting on behalf of the General Assembly, |
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| 2. | Reading and discussion of the Board of Directors' Annual Activity Report for the 2024 fiscal year, |
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| 3. | Reading and discussion of the Independent Auditor's Report for the 2024 fiscal year, |
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| 4. | Reading, discussion, and submission for approval of the Financial Statements for the 2024 fiscal year, |
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| 5. | Submission for approval of the revised and updated profit distribution policy, as resolved by the Board of Directors, |
| 6. | Discussion and submission for approval of the Board of Directors' proposal regarding the distribution of profit, |
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|---|---|---|---|
| 7. | Submission for approval of the release of each member of the Board of Directors from liability for their activities in the 2024 fiscal year, |
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| 8. | Submission for approval of the change in the composition of the Board of Directors during the year pursuant to Article 363 of the Turkish Commercial Code, |
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| 9. | Election of members of the Board of Directors and determination of their terms of office, |
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| 10. Determination of the remuneration for the members of the Board of Directors, |
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| 11. Submission for approval of granting authorization to the members of the Board of Directors for the transactions falling within the scope of Articles 395 and 396 of the Turkish Commercial Code, |
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| 12. Informing the shareholders about the donations made during the year 2024 and determination of an upper limit for donations to be made in 2025, |
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| 13. Informing shareholders in accordance with Article 37 of the Communiqué on Principles Regarding Real Estate Investment Companies (III-48.1) of the Capital Markets Board, |
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| 14. Informing the General Assembly regarding the transactions specified in Article 1.3.6 of the Corporate Governance Principles, which are annexed to the Communiqué on Corporate Governance (II-17.1) of the Capital Markets Board, |
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| 15. Submission for approval of the amendment to Article 8 titled "Capital and Shares" of the Company's Articles of Association, |
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| 16. Informing the General Assembly regarding the matters set forth in Article 12, paragraph 4 of the Communiqué on Corporate Governance (II-17.1) of the Capital Markets Board, |
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| 17. Submission for approval of the Independent Audit Firm proposed by the Board of Directors for a one-year term, |
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| 18. Wishes and closing remarks. |
(*) 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 elections will be held for the Chairmanship of the Meeting, the Minutes Clerk, and the Vote Collector. The authorization of the Chairmanship to sign the meeting minutes will be submitted for approval.
The Annual Report for the year 2024 was published on March 11, 2025, on the Public Disclosure Platform at www.kap.gov.tr and on the Company's website at https://www.servetgyo.com.tr/. It has been made available for the review of our shareholders through these platforms. The report will be read and discussed during the General Assembly meeting.
The independent audit reports for the year ended 2024 were published on March 11, 2025, on the Public Disclosure Platform at www.kap.gov.tr and on the Company's website at https://www.servetgyo.com.tr/ They have been made available for the review of our shareholders through these platforms. The reports will be read and discussed during the General Assembly meeting.
The financial statements for the year ended 2024 were disclosed on March 11, 2025, via the Public Disclosure Platform (www.kap.gov.tr) and the Company's corporate website (https://www.servetgyo.com.tr/), and have been made available for the examination of shareholders through these platforms. The financial statements will be read, discussed, and submitted for approval at the General Assembly meeting.
On March 12, 2025, the Board of Directors resolved to revise the Company's existing Dividend Distribution Policy for the year 2024, in order to ensure compliance with the recent legal and regulatory changes. The updated Dividend Distribution Policy has been submitted as an annex for the approval of the General Assembly and has also been published on the Investor Relations section of the Company's corporate website.
The Board of Directors' proposal regarding the distribution of profit for the 2024 fiscal year was disclosed on July 20, 2025, via the Public Disclosure Platform at www.kap.gov.tr. The proposal of the Board of Directors will be discussed and resolved during the General Assembly meeting.
The release of each member of the Board of Directors from liability for their activities in the 2024 fiscal year will be submitted to the approval of the General Assembly, separately for each member.
The resolution of our Company's Board of Directors regarding the appointment of Board Members, taken pursuant to Article 363 of the Turkish Commercial Code to be submitted for the approval of the General Assembly at the first General Assembly meeting to be held, has been registered and announced in the Turkish Trade Registry Gazette dated 17.07.2025 and numbered 11373.
The election of the following individuals as members of the Board of Directors will be carried out, and their terms of office will be determined: Dr. Avni Çelik, Mr. Ahmet Çelik, Mr. Dursun Yaşar Çamurali, Dr. Rıdvan Çabukel, Prof. Dr. Hamdi Döndüren, and Mr. Volkan Evcil.
The remuneration of the members of the Board of Directors will be determined.
In accordance with Articles 395 and 396 of the Turkish Commercial Code, the General Assembly will be requested to grant authorization for the members of the Board of Directors to carry out, on their own behalf or on behalf of third parties, transactions falling within the Company's scope of activity, and to become shareholders in companies engaged in similar business activities.
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.
Information regarding the total amount of donations made in 2024 will be presented to the shareholders at the General Assembly. The upper limit for donations to be made in 2025 will be determined by the General Assembly.
13. Informing shareholders in accordance with Article 37 of the Communiqué on Principles Regarding Real Estate Investment Companies (III-48.1) of the Capital Markets Board,
"Transactions such as the acquisition, sale, leasing and similar dealings concerning real estates, real estate projects, real estate-based rights, and infrastructure investments and services that are or are intended to be included in the portfolio of the company shall be carried out based on the appraised values. In acquisition transactions conducted by taking into consideration current market or payment conditions, if the transaction value exceeds the appraised value, or in sale and leasing transactions, if the transaction value is below 95% of the appraised value, such cases must be disclosed to the public in accordance with the Capital Markets Board's regulations on public disclosure of material events and included on the agenda of the first General Assembly meeting to inform shareholders."
Within the scope of this provision, the General Assembly will be informed accordingly.
14. Informing the General Assembly regarding the transactions specified in Article 1.3.6 of the Corporate Governance Principles, which are annexed to the Communiqué on Corporate Governance (II-17.1) of the Capital Markets Board,
"In the event that shareholders who hold management control, members of the board of directors, executives with administrative responsibilities, or their spouses and relatives by blood or marriage up to the second degree, perform a significant transaction that may cause a conflict of interest with the partnership or its subsidiaries, and/or conduct a commercial transaction falling within the scope of activity of the partnership or its subsidiaries, on their own behalf or on behalf of another person, or become an unlimited liability partner in another company engaged in the same type of commercial business, such transactions must be included as a separate agenda item in the general assembly meeting to provide detailed information, and must be recorded in the minutes of the general assembly."
Information regarding the transactions falling within the scope described above will be presented to the General Assembly.
Our application to the Capital Markets Board regarding the planned amendment to Article 8 of our Company's Articles of Association, titled "Capital and Shares," in order to increase the existing registered capital ceiling of TRY 1,000,000,000, which is valid for the years 2022–2026, to TRY 16,250,000,000 for the years 2025–2029, has been approved by the Board. The aforementioned amendment to the Articles of Association shall be submitted for the approval of shareholders at the General Assembly meeting and, if approved at the General Assembly, shall enter into force upon its registration with the trade registry.
Within the scope of the draft amendment prepared regarding the amendment to Article 8 of our Company's Articles of Association titled "Capital and Shares," the current and amended versions of the said article are presented in the annex for the information of the public and our shareholders.
Pursuant to Article 12, paragraph 4 of the Capital Markets Board's Communiqué on Corporate Governance No. II-17.1, information will be provided to the General Assembly regarding guarantees, pledges, mortgages, and sureties granted in favor of third parties, as well as the income or benefits derived therefrom. This disclosure will be made within the scope of Article 12 of the aforementioned Communiqué titled "Guarantees, Pledges, Mortgages and Sureties," based on Note 23 to the financial statements for the year 2024, which were prepared in accordance with the provisions of the Communiqué on Principles of Financial Reporting in Capital Markets (No. II-14.1) and audited by Arsen Bağımsız Denetim Hizmetleri A.Ş.
The independent audit firm proposed by the Board of Directors for the year 2025 will be submitted to the approval of the General Assembly.
Wishes and suggestions will be discussed.
Dividend Distribution Table for the Period 01.01.2024 – 31.12.2024 (TRY)
| SERVET GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş. 01.01.2024 / 31.12.2024 Period Dividend Payment Table (TRY) | ||||
|---|---|---|---|---|
| 1. Paid-In / Issued Capital | 3.250.000.000,00 | |||
| 2. Total Legal Reserves (According to Legal Records) | 449.650.088,39 | |||
| 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 Legal Records |
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| 3. | Current Period Profit / Loss (-) | 1.986.100.502,00 | (97.404.191,56) | |
| 4. | Taxes Payable (-) | 0,00 | 0,00 | |
| 5. | Net Current Period Profit / Loss (-) (=) | 1.986.100.502,00 | (97.404.191,56) | |
| 6. | Losses in Provious Years (-) | 0,00 | ||
| 7. | Primary Legal Reserve (-) | 0,00 | ||
| 8. | NET DISTRIBUTABLE CURRENT PERIOD PROFIT / LOSS (=) | 1.986.100.502,00 | -97.404.191,56 | |
| 9. | Donations Made During The Year (+) | 9.613.222,44 | ||
| 10. | Donation-Added Net Distributable Current Period Profit / Loss (-) on wich First Dividend is Calculated |
1.995.713.724,44 | ||
| 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 | 1.986.100.502,00 | -97.404.191,56 | |
| 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 T L PERIOD PROFIT |
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|---|---|---|---|---|---|---|
| CASH (TL) | STOCK (TL) |
RATE (%) | AMOUNT (TL) | RATE (%) | ||
| A | 0,00 | 0,00 | 0,00% | 0,00 | 0,0% | |
| B | 0,00 | 0,00 | 0,00% | 0,00 | 0,0% | |
| NET | ||||||
| TOTAL | 0,00 | 0,00 | 0,00% | 0,00 | 0,00% |
| CURRENT VERSION / CAPITAL AND SHARES - Article 8 | AMENDED VERSION / CAPITAL AND SHARES - Article 8 |
|---|---|
| The Company was incorporated with a registered capital ceiling of TRY 1,000,000,000 pursuant to the provisions of the Capital Markets Law, divided into 1,000,000,000 shares, each with a nominal value of TRY 1. |
Pursuant to the provisions of the Capital Markets Law, the Company's registered capital ceiling is TRY 16,250,000,000. This capital is divided into 16,250,000,000 shares, each with a nominal value of TRY 1. |
| The permission granted by the Capital Markets Board | The permission granted by the Capital Markets Board |
| regarding the registered capital ceiling shall be valid for the | regarding the registered capital ceiling shall be valid for the |
| years 2022 to 2026 (5 years). Even if the permitted | years 2025 to 2029 (5 years). Even if the permitted |
| registered capital ceiling is not reached by the end of 2026, | registered capital ceiling is not reached by the end of 2029, |
| in order for the board of directors to adopt a capital | in order for the board of directors to adopt a capital |
| increase resolution after 2026, it is mandatory to obtain | increase resolution after 2029, it is mandatory to obtain |
| authorization from the general assembly for a new period, | authorization from the general assembly for a new period, |
| either for the previously permitted ceiling or for a new | either for the previously permitted ceiling or for a new |
| ceiling amount, upon obtaining approval from the Capital | ceiling amount, upon obtaining approval from the Capital |
| Markets Board. In the absence of such authorization, the | Markets Board. In the absence of such authorization, the |
| board of directors may not resolve to increase the capital. | board of directors may not resolve to increase the capital. |
| The Company's issued capital is TRY 3,250,000,000 (three | The Company's issued capital is TRY 3,250,000,000 (three |
| billion two hundred fifty million), which has been fully paid | billion two hundred fifty million), which has been fully paid |
| and is divided into 3,250,000,000 shares with a nominal | and is divided into 3,250,000,000 shares with a nominal |
| value of TRY 1 each. | value of TRY 1 each. |
| The Company's previous capital of TRY 52,000,000 had | The Company's previous capital of TRY 52,000,000 had |
| been fully committed and paid free of collusion. On this | been fully committed and paid free of collusion. On this |
| occasion, the registered capital ceiling has been exceeded | occasion, the registered capital ceiling has been exceeded |
| on a one-time basis through a capital increase of TRY | on a one-time basis through a capital increase of TRY |
| 3,198,000,000, entirely sourced from internal resources. | 3,198,000,000, entirely sourced from internal resources. |
| The share classes representing the issued capital comprise | The share classes representing the issued capital comprise |
| Group A bearer shares in the amount of 63,142,260.625 | Group A bearer shares in the amount of 63,142,260.625 |
| shares, corresponding to TRY 63,142,260.625, and Group | shares, corresponding to TRY 63,142,260.625, and Group |
| B bearer shares in the amount of 3,186,857,739.375 | B bearer shares in the amount of 3,186,857,739.375 |
| shares, corresponding to TRY 3,186,857,739.375. | shares, corresponding to TRY 3,186,857,739.375. |
| The board of directors is authorized, during the years | The board of directors is authorized, during the years |
| 2022–2026, to increase the issued capital by issuing new | 2025–2029, to increase the issued capital by issuing new |
| shares up to the registered capital ceiling in accordance | shares up to the registered capital ceiling in accordance |
| with the provisions of the Capital Markets Law and the | with the provisions of the Capital Markets Law and the |
| regulations of the Capital Markets Board, and to decide on | regulations of the Capital Markets Board, and to decide on |
| the restriction of shareholders' pre-emptive rights and on | the restriction of shareholders' pre-emptive rights and on |
| the issuance of privileged shares or shares with a value | the issuance of privileged shares or shares with a value |
| above or below their nominal value, within the framework | above or below their nominal value, within the framework |
| of capital markets legislation. | of capital markets legislation. |
| The authority to restrict pre-emptive rights may not be | The authority to restrict pre-emptive rights may not be |
| exercised in a manner that results in inequality among | exercised in a manner that results in inequality among |
| shareholders. | shareholders. |
| In capital increases, new Group A shares shall be issued in | In capital increases, new Group A shares shall be issued in |
| exchange for existing Group A shares, and new Group B | exchange for existing Group A shares, and new Group B |
| shares shall be issued in exchange for existing Group B | shares shall be issued in exchange for existing Group B |
| shares. However, if the board of directors restricts | shares. However, if the board of directors restricts |
| shareholders' pre-emptive rights, all newly issued shares | shareholders' pre-emptive rights, all newly issued shares |
| shall be classified as Group B. | shall be classified as Group B. |
| The amount of issued capital must be indicated on | The amount of issued capital must be indicated on |
| documents where the Company's trade name is used. | documents where the Company's trade name is used. |
| The shares representing the capital shall be monitored in | The shares representing the capital shall be monitored in |
| dematerialized form in accordance with the principles of | dematerialized form in accordance with the principles of |
| dematerialization. | dematerialization. |
| A decision regarding a capital increase in kind may only be | A decision regarding a capital increase in kind may only be |
| adopted by the general assembly. | adopted by the general assembly. |
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)
Born in 1950 in Çorum, Dr. Avni Çelik graduated from Ankara State Academy of Engineering and Architecture, Department of Civil Engineering. Having been active in business life since his university years, he co-founded Sinpaş Yapı Endüstrisi A.Ş. in 1974. In addition to the housing sector, Dr. Çelik has invested in the industrial, services, finance, and energy sectors. With nearly half a century of experience, he currently serves as the Chairman of the Board of Sinpaş Holding, a prominent Turkish conglomerate operating across 6 sectors with 52 companies and over 2,000 employees. Dr. Çelik is also the President of the High Advisory Council of GYODER, a Member of the Assembly of the Istanbul Chamber of Commerce, and a Member of the Board of Trustees at Istanbul Commerce University. He holds board and trustee positions in numerous professional associations and foundations.
Born in 1962 in Alaca, Çorum, Ahmet Çelik graduated from Gazi University, Faculty of Economics and Administrative Sciences, Department of Public Administration in 1988. He began his career at Sinpaş Yapı A.Ş. in 1987, working in the accounting department. Between 1992 and 2001, he served as Purchasing Manager and Deputy General Manager. From 2001 to 2007, he held the position of Deputy General Manager and simultaneously served on the boards of various group companies. In 2007, he was appointed General Manager of Sinpaş Yapı A.Ş., and since 2013, he has been serving as Vice Chairman of the Board across Group Companies. He has also been a Member of the Assembly of the Istanbul Chamber of Commerce since 2009 and has held roles such as Chairman and Member of the Soil Sector Committee, Member of the Construction Specialized Committee, and Chairman of the Board of Boğaziçi Foundation. He is currently the Chairman of the Alaca Education and Culture Foundation and Vice President of KONUTDER. He is a congress member of Fenerbahçe Sports Club.
Born in 1965 in Bulancak, Giresun, Dursun Yaşar Çamurali graduated from Anadolu University, Faculty of Business Administration. He began his career in 1988 as an Accounting Specialist at Cemaş Makine Malzeme Sanayi ve Ticaret A.Ş. In 1990, he joined Sinpaş Yapı Endüstrisi A.Ş. as an Accounting Specialist and successively served as Accounting & Finance Supervisor, Deputy Manager, Manager, Assistant General Manager of Financial Affairs, and Coordinator of Financial Affairs for affiliated group companies. He managed the establishment and IPO processes of Sinpaş GYO A.Ş. in 2007, and led the formation of the Company's Financial Affairs and Investor Relations departments, assuming responsibility for regulatory compliance. Following the 2018 merger of Sinpaş Yapı Endüstrisi A.Ş. under Sinpaş GYO A.Ş., he has been serving as Group Head of Financial Affairs / CFO and a Board Member.
He also holds Board Memberships at Servet GYO A.Ş., Kızılbük GYO A.Ş., and Arı Finansal Kiralama A.Ş., and is a congress member of Fenerbahçe Sports Club.
Dr. Rıdvan Çabukel graduated from the Faculty of Political Sciences, Department of Business Administration at Ankara University. He completed his MBA in Financial Management at Pace University in New York and obtained his Ph.D. in Accounting and Finance from Gazi University. He also holds Financial Risk Manager (FRM) and Capital Markets Board (CMB) licenses. Dr. Çabukel began his professional career at the Ministry of Finance and served as a Banking Expert at the Banking Regulation and Supervision Agency (BRSA) and as Vice President of the Savings Deposit Insurance Fund (SDIF) in 2001.
Representing SDIF, he served as Chairman and Board Member at various financial institutions, including Birleşik Fon Bankası, Adabank, and Pamuk Factoring. He also represented Türkiye as a Board Member of the International Association of Deposit Insurers (IADI) and the European Forum of Deposit Insurers (EFDI). He has served on joint committees formed with the Central Bank of the Republic of Türkiye (CBRT), BRSA, CMB, and the Undersecretariat of Treasury, and has worked as a consultant to the World Bank. He held senior executive roles at Bank of Tokyo Mitsubishi UFJ A.Ş. and the Energy Markets Operations Company (EPİAŞ).
As of January 2024, he was appointed as Deputy General Manager, Acting General Manager, and Member of the Board of Directors at Servet REIT, a subsidiary of Sinpaş Holding. As of April 2025, he has been appointed General Manager of Ari Leasing A.Ş., also under the umbrella of Sinpaş Holding.
Prof. Dr. Hamdi Döndüren is a retired faculty member of the Department of Islamic Law at Uludağ University. Born in 1943 in Balıkesir, he completed his memorization of the Quran, followed by education at both İmam Hatip High School and a general high school. He received his higher education at Istanbul Higher Islamic Institute and the Faculty of Law at Istanbul University.
He began his professional career as a Preacher in Balıkesir and later as the Mufti of Bozcaada, Çanakkale. On April 20, 1975, he was appointed as a Lecturer in Islamic Law and Methodology at the Konya Higher Islamic Institute. He continued this role at the Bursa Higher Islamic Institute and subsequently at the Faculty of Theology of Uludağ University.
He began his doctoral studies in Islamic Law at Ankara University Faculty of Theology in 1978 and successfully completed them in 1983. He was granted the title of Associate Professor on October 25, 1988, and later achieved full Professorship. He conducted academic research at Imam Muhammad ibn Saud Islamic University in Saudi Arabia upon invitation in 1986.
Prof. Dr. Döndüren has authored numerous books, articles, and academic publications in the fields of Islamic Law and Islamic Economics. His notable works include: Islamic Law with Evidence: Persons, Family, and Resolved Inheritance, Profit Margins in Sales under Islamic Law, Islamic Approaches to Contemporary Economic Problems, Index and Glossary of Ibn Abidin Translation, and an unpublished translation titled Doctrinal Differences Between Ahl al-Sunnah and Shia.
He has also produced many original studies on contemporary economic issues such as money, credit, inflation, corporate structures, Islamic banking, mudarabah, capital risk, interest, cash waqfs, and labor-employer relations.
Born in 1966 in Eskişehir, Mr. Volkan Evcil graduated from Anadolu University, Faculty of Economics and Administrative Sciences, Department of Economics in 1987. He began his career in 1990 at the Inspection Board of Tütünbank after passing the Assistant Inspector examination. In 1992, he joined Albaraka Türk as an Assistant Inspector, subsequently serving as Inspector, Chief Inspector, Deputy Head of the Inspection Board, and Deputy Head of Risk Management.
During his tenure, he conducted financial, administrative, and operational audits across all units and subsidiaries of the bank, prepared and implemented risk-based audit plans to ensure compliance with regulations, internal policies, and procedures. He analyzed internal control systems and recommended improvements to enhance their effectiveness.
In 2006, he was appointed Head of Risk Management, where he oversaw the measurement, monitoring, and reporting of key banking risks including credit, market, operational, liquidity, and reputational risks. He defined the bank's risk appetite framework and managed capital adequacy assessments under the Internal Capital Adequacy Assessment Process (ICAAP), including stress testing and risk projections.
He played an active role in setting risk limits, reported to the Board of Directors, and contributed to policy development. He coordinated the preparation of ICAAP, Risk Appetite Statement (RAS), and Risk Assessment Framework (RAF) documents.
For credit risk assessment, he implemented CreditLens, a digital model developed by Moody's Analytics. For market risk, he employed the Standardized Approach as well as Value-at-Risk (VaR) models, including Variance-Covariance, Monte Carlo Simulation, and Historical Simulation techniques, to estimate potential losses at specific confidence levels and ensure exposure remained within defined limits.
As of February 2017, he served as Chief Officer of Internal Systems, overseeing the Inspection Board, Internal Control, Risk Management, and Compliance Departments. He was responsible for establishing and coordinating the integrated internal systems and control functions.
In August 2019, he was appointed Deputy General Manager responsible for Central Operations, including Credit Operations, Foreign Trade Operations, Banking Services Operations, and Collateral Management Departments. In this role, he managed the entire operational spectrum from credit disbursement processes to external trade transactions, banking services, and collateral tracking and efficiency.
Within the Credit Operations Department, he oversaw credit allocation and disbursement, collateral monitoring, risk mitigation, and post-disbursement controls. In Foreign Trade Operations, he ensured smooth operation of letters of credit, documentary collections, and other trade finance processes. Under Banking Services, he facilitated account openings/closures, money transfers, check and bill transactions, and payment systems.
In Collateral Management, he coordinated the documentation, monitoring, valuation, and reporting of customer collaterals. Throughout his career, he developed and implemented process improvement and digital transformation projects to enhance operational efficiency and reduce manual errors.
He also served as a member of the Disciplinary Committee at Albaraka Türk Participation Bank, ensuring compliance with internal regulations and ethical standards, and played an active role in investigations and disciplinary actions.
On January 27, 2020, he was appointed as a Member of the Risk Centre Management of the Banks Association of Türkiye (TBB), representing the Participation Banks Association of Türkiye. He was responsible for the collection, verification, and dissemination of risk data on credit and financial institution customers, participated in decision-making on data sharing and sanctions, and contributed to the generation of consolidated risk reports containing credit limits, credit exposures, non-performing loans, and negotiable instruments data.
He also supported the publication of statistical reports by the Risk Centre and the promotion of financial transparency and risk management through data sharing among financial institutions.
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