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AKFEN GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.

AGM Information May 13, 2025

5881_rns_2025-05-13_16034c5e-85d0-4115-807b-c4c741cb371a.html

AGM Information

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Summary Info Regarding 2024 Ordinary General Assembly Meeting
Update Notification Flag Yes
Correction Notification Flag No
Postponed Notification Flag No

General Assembly Invitation

General Assembly Type Annual
Begining of The Fiscal Period 01.01.2024
Ending Date Of The Fiscal Period 31.12.2024
Decision Date 18.04.2025
General Assembly Date 13.05.2025
General Assembly Time 10:30
Record Date (Deadline For Participation In The General Assembly) 12.05.2025
Country Turkey
City İSTANBUL
District ŞİŞLİ
Address Levent Loft Binası, Büyükdere Caddesi, No: 201 C Blok Kat: 8 Levent İstanbul

Agenda Items

1 - Opening, the election of the Presidential Board

2 - Authorization of the Chair of the Meeting for signing of the Minutes of the General Assembly Meeting

3 - Reading the Annual Report for the year 2024 prepared by the Company's Board of Directors and its conclusion

4 - Discussion and approval of the Annual Report for 2024 prepared by the Company's Board of Directors

5 - Reading the Summary of the Independent Audit Report for the fiscal year 2024

6 - Accepting the Financial Statements for the fiscal year 2024 as read and reading the conclusion

7 - Discussion and approval of the Financial Statements for the fiscal year 2024

8 - Separately acquitting the members of the Board of Directors for the activities of the Company for the year 2024

9 - In accordance with the Board of Directors' resolution dated April 18, 2025 and numbered 2025/5 and the attached Profit Distribution Table, submission of the Board of Directors' proposal not to distribute profit to the approval of the General Assembly

10 - Determination of monthly salaries of the members of the Board of Directors

11 - Pursuant to the decision of the Board of Directors dated 27.01.2025 and numbered 2025/1, in accordance with the Turkish Commercial Code ("TCC") and Capital Markets Board ("CMB") regulations, to submit the issue of determining the valuation company to receive valuation services for the hotels in the Company portfolio as Smart Kurumsal Gayrimenkul Değerleme ve Danışmanlık A.Ş. to the approval of the General Assembly

12 - Pursuant to the resolution of the Board of Directors dated 27.01.2025 and numbered 2025/1 in line with the regulations of the Turkish Commercial Code and the Capital Markets Board, determination of the appraisal companies Smart Kurumsal Gayrimenkul Değerleme ve Danışmanlık A.Ş. and Epos Gayrimenkul Danışmanlık ve Değerleme A.Ş. as the appraisal companies that will provide appraisal services for the assets that may be included in the Company's portfolio in 2025 and that require appraisal, to be submitted to the approval of the General Assembly

13 - Pursuant to paragraph 4 of Article 35 of the Communiqué on Principles Regarding Real Estate Investment Trusts numbered III-48.1, Akfen Bafra Gayrimenkul Ticareti ve İnşaat A.Ş., a 100% subsidiary of our Company established for special purposes. which is a 100% subsidiary of Akfen Bafra Gayrimenkul Ticareti ve İnşaat A.Ş., established for special purposes, directly or indirectly through special purpose companies in which the Company owns 100% of the shares, and which may be included in the Company's portfolio in the United States of America directly or indirectly through special purpose companies within the year 2025, the issue of obtaining appraisal services from Moody Williams Appraisal Group, LLC, which provides appraisal services through appraisers authorized by the State of Florida for real estate appraisal, for each asset that needs to be appraised

14 - Submitting the matter of determining DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as the independent audit firm for the year 2025 in line with the TCC and CMB regulations to the approval of the General Assembly

15 - Informing the shareholders about the donations made by the Company in 2024, setting an upper limit for donations to be made in 2025, and submitting the proposed upper limit to vote

16 - Informing the Shareholders about the guarantees, pledges, mortgages and sureties given in favor of third parties and the income or benefits obtained in 2024 in accordance with the CMB regulations

17 - Informing the shareholders about the transactions made with Related Parties in 2024 within the framework of the Corporate Governance Communiqué in accordance with the CMB regulation

18 - Informing the shareholders about the transactions carried out within the scope of the share buy-back program initiated within the scope of our Company's Board of Directors' Resolution dated March 25, 2025 and numbered 2025/3, which was taken within the framework of the CMB Resolution i-SPK.22.9 (dated March 19, 2025 and numbered 16/531 p.k.) and Resolution dated March 23, 2025 and numbered 18/574 and the provisions of the Communiqué on Buy-Back Shares numbered II-22.1

19 - Pursuant to paragraph 5 of Article 40 of the CMB's Communiqué on Principles Regarding Real Estate Investment Trusts numbered III-48.1 ("Communiqué"), informing the shareholders about the transactions made regarding the investments within the scope of Article 28 of the Communiqué

20 - Akfen Bafra Gayrimenkul Ticareti ve İnşaat A.Ş., a 100% subsidiary of our Company, for the purpose of investing indirectly 43% of the shares of EOA AT FOUNTAINS LLC, which owns 70% of the shares of EOA FOUNTAINS, LLC, which owns the immovable property known as "Fountains East", at a price of USD 4,686,932.45. and that the Valuation Report appraised a value of USD 8,840,000 for the said immovable property, and that in this context, the amount of capital advance decided to be sent to Akfen Bafra was determined according to the priority sharing principles within the scope of developing a real estate project on the immovable property

21 - Authorization of the controlling shareholders, members of the Board of Directors, senior executives and their spouses and relatives by blood or marriage up to second degree within the framework of Articles 395 and 396 of the Turkish Commercial Code and informing the shareholders about the transactions carried out within this scope in 2024 in accordance with the CMB Corporate Governance Communiqué

22 - Wishes and opinions, closure

Corporate Actions Involved In Agenda

Dividend Payment

General Assembly Invitation Documents

Appendix: 1 2024OGK_Davet Yazısı.pdf - Other Invitation Document
Appendix: 2 2024OGK_Vekaletname.pdf - Other Invitation Document
Appendix: 3 2024OGK_Gundem.pdf - Announcement Document
Appendix: 4 2024OGK_Bilgilendirme_Dokumani.pdf - General Assembly Informing Document

General Assembly Results

Was The General Assembly Meeting Executed? Yes
General Assembly Results The Ordinary General Assembly Meeting of AKFEN GAYRENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ for the year 2024 will be held on 13.05.2025 at 10:30 a.m. at the company headquarters, Levent Loft Binası, Büyükdere Caddesi, No: 201 C Blok Kat: 8 Levent Istanbul, the headquarters of the Company, on May 13, 2025 at 10:00 a.m., under the supervision of the Ministry Representative Mr. M. G., who was assigned by the letter dated May 12, 2025 and numbered 109145577 of the Provincial Directorate of Commerce of the Governorship of Istanbul. It was conducted under the supervision of Mr. M. G.

It was seen that the invitation for the meeting, which was requested to be held pursuant to Article 414 of the Turkish Commercial Code, was made within the time limit as stipulated in the Turkish Commercial Code and the Company's Articles of Association, including the agenda, by being published in the Turkish Trade Registry Gazette dated 18.04.2025 and numbered 11315, on the Company's website, on the Public Disclosure Platform and on the Electronic General Assembly System of the Central Registry Agency.

From the examination of the List of Attendants, out of the total capital of the company amounting to TL 3,900,000,000,000; 11,315,946 Group A shares corresponding to TL 11,315.95 of the capital were represented by proxy, and 2,174,439. 687.53 Group B shares (11,937,245.313 shares in person and 2,162,525,073.84 shares by proxy) corresponding to its capital of TL 11,315.95, 11,315.946 Group C shares corresponding to its capital of TL 11,315.946. 315.946 Group C shares corresponding to its capital of TL 11,315.946 were represented at the meeting by proxy, 11,315.946 Group D shares corresponding to its capital of TL 11,315.946 were represented at the meeting by proxy, and a total of 2,174,473,634.743 shares were represented at the meeting; thus, it was understood that the minimum meeting quorum stipulated in both the legislation and the articles of association was present.

S. C. İ, a member of the Board of Directors of the Company, and R. Y. on behalf of KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. were present at the meeting. The Ordinary General Assembly Meeting was opened physically and electronically at the same time by S. C. İ., Member of the Board of Directors authorized by the Chairman of the Board of Directors, and the agenda items were discussed.

The agenda items were read out by Board Member S. C. İ. and since there was no suggestion to change the order of the agenda items, the discussion of the agenda items continued in the order in which they were announced.

The resolutions on the Ordinary General Assembly Agenda were adopted as stated in the attached meeting minutes.

Decisions Regarding Corporate Actions

Dividend Payment Discussed

General Assembly Result Documents

Appendix: 1 13.05.25_OGK_Hazir Bulunanlar Listesi.pdf - List of Attendants
Appendix: 2 2024OGK_Tutanak_.pdf - Minute

Additional Explanations

The Ordinary General Assembly Meeting of Shareholders of our Company for the year 2024 was held on 13.05.2025 at 10:30 a.m. at the company headquarters, Levent Loft Binası, Büyükdere Caddesi, No: 201 C Blok Kat: 8 Levent Istanbul address.

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