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AKİŞ GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.

AGM Information Jun 4, 2024

9101_rns_2024-06-04_a9558784-0c6f-4436-bb7b-5962ad3e7793.html

AGM Information

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Summary Info Registration of 2023 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 01.01.2023
Ending Date Of The Fiscal Period 31.12.2023
Decision Date 02.04.2024
General Assembly Date 30.04.2024
General Assembly Time 10:00
Record Date (Deadline For Participation In The General Assembly) 29.04.2024
Country Turkey
City İSTANBUL
District ÜSKÜDAR
Address Acıbadem Mahallesi, Çeçen Sokak, No: 25, Akasya Alışveriş Merkezi, 34660, Üsküdar-İstanbul (Akasya Kültür Sanat Salonu)

Agenda Items

1 - Opening of the meeting and forming of the chairmanship of the meeting

2 - Reading and discussing the 2023 Annual Report prepared by the Board of Directors

3 - Reading the Auditors' Report for the year 2023

4 - Reading, discussing and approval of the Financial Statements for the year 2023

5 - Releasing the members of the Board of Directors individually with regard to the Company's activities in 2023

6 - Determining the usage of profit, percentages of profit distribution and profit sharing

7 - Approval of the appointment made by the Board of Directors due to a vacancy in the Board of Directors in 2023

8 - Election of Board Members and Independent Board Members and determination of their term of office

9 - Determining the remuneration of the Members of the Board of Directors and, the Independent Members of the Board of Directors

10 - Submitting the election of the Independent Auditor for approval pursuant to the Turkish Commercial Code and the ‘Communiqué on Independent Auditing Standards in Capital Markets' issued by the Capital Markets Board of Turkey, and pursuant to the Board of Directors' decision on this subject

11 - Pursuant to the Capital Markets Board's Communiqué on Corporate Governance, in the event that controlling shareholders, members of the Board of Directors, executive management and their first and second degree relatives by blood or by marriage have carried out significant transactions that may result in conflict of interest either with the Company or its subsidiaries, and/or have carried out commercial transactions in the same line of business with the Company or its subsidiaries either by themselves or on behalf of others, or have become partners without limits of liability in a company that is engaged in the same line of business, informing the shareholders with regard to such transactions

12 - Granting permissions and authorities to the members of the Board of Directors under the articles 395 and 396 of the Turkish Commercial Code

13 - Informing shareholders with regard to share buyback pursuant to Board of Directors' decision taken and notified in public disclosure platform at February 17, 2023 in accordance with the permission granted within the framework of the announcement made by the Capital Markets Board with the principle decision dated February 14, 2023 and numbered 9/177

14 - Pursuant to the Capital Markets Law, informing the shareholders about the donations and aids made by the Company in 2023

15 - Informing the General Assembly under the article 12 of Corporate Governance Principles of Capital Markets Board, about the securities, pledges, mortgages and sureties provided by the Company for benefit of third parties and income or benefits that the Company obtained as a result, within the year of 2023

16 - Informing the shareholders about the purchase, sale and lease transactions made in 2023 pursuant to the article 37 of the Communiqué on Principles Regarding Real Estate Investment Trusts

17 - Informing the shareholders about the transactions made in 2023 regarding the investments within the scope of Article 28 of the Communiqué on Principles Regarding Real Estate Investment Trusts, where the purchase amount was above the amount stated in the valuation report and the sale amount was below the amount stated in the valuation report

18 - Conditional to required permissions are obtained from the Ministry of Commerce and the Capital Markets Board and as to be approved by the Ministry of Commerce and the Capital Markets Board, submission of the draft amendment to the General Assembly for approval regarding the amendment of the Article 8 of the Company's Articles of Association titled "CAPITAL AND SHARES" in order to increase the registered capital ceiling of our Company from 2,000,000,000.00-TRY to 10,000,000,000.00-TRY and to determine the validity period of the registered capital ceiling as 2024-2028

Corporate Actions Involved In Agenda

Dividend Payment
Authorized Capital

General Assembly Invitation Documents

Appendix: 1 Akiş GYO 2023 Genel Kurul Bilgilendirme Dokümanı.pdf - General Assembly Informing Document
Appendix: 2 AKİŞ GYO - 2023 Yıl Genel Kurul Toplantı Davet İlanı.pdf - Announcement Document

General Assembly Results

Was The General Assembly Meeting Executed? Yes
General Assembly Results 1. Pursuant to the article 1 of the Agenda, the Chairman of the Meeting was elected by majority vote and the Chairman of the Meeting formed.

2. Pursuant to the article 2 of the Agenda, the Annual Report for the year 2023 was discussed and the shareholders were informed about the Annual Report. All questions asked by the shareholders were answered.

3. Pursuant to the article 3 of the Agenda, the opinion section of the Independent Audit Report for the year 2023 was read.

4. Pursuant to the article 4 of the Agenda, the Financial Statements for the year 2023 were discussed, and the shareholders' questions regarding the Financial Statements were answered. All questions asked by the shareholders were answered and the Financial Statements for the year 2023 were accepted and approved by a majority vote of the shareholders.

5. Pursuant to the article 5 of the Agenda, each of the members of the Board of Directors was released for the activities of the Company in 2023 and the Board of Directors did not exercise their voting rights arising from their shares.

6. Pursuant to the article 6 of the Agenda, the Board of Directors' proposal for dividend distribution for the year 2023 was approved by majority vote. Since there was no proposal or suggestion regarding the distribution of dividends to the members of the Board of Directors, no voting was held on this matter.

7. Pursuant to the article 7 of the Agenda, the appointment made by the Board of Directors due to a vacancy in the Board of Directors in 2023 was approved by majority vote.

8. Pursuant to the article 8 of the Agenda, the members of the Board of Directors and three Independent Members of the Board of Directors were elected and their terms of office were determined.

9. Pursuant to the article 9 of the Agenda, the remuneration to be paid to each of the Members of the Board of Directors and Independent Members of the Board of Directors was determined as net TRY 75,000.00 per month by majority vote.

10. Pursuant to the article 10 of the Agenda, in line with the report of the Audit Committee, PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Company was elected for the audit of the financial statements and reports of our Company for the period 2024 by majority vote.

11. Pursuant to the article 11 of the Agenda, within the framework of the corporate governance principle no. (1.3.6) of the Capital Markets Board's Corporate Governance Communiqué, the shareholders were informed that there were no transactions realized by the Company within the scope of this agenda item in 2023.

12. Pursuant to the article 12 of the Agenda, it was resolved by majority vote to grant the Board members the permissions and authorizations specified in Articles 395 and 396 of the Turkish Commercial Code.

13. Pursuant to the article 13 of the Agenda, in accordance with the permission granted pursuant to the Capital Markets Board Resolution no. i-SPK.22.7 (dated 14.02.2023 and numbered 9/177 p.k.), the Company's Board of Directors Resolution dated 17.02.2023 and the Public Disclosure Platform, shareholders were informed about the share buyback transactions.

14. Pursuant to the article 14 of the Agenda, shareholders were informed about the donations and grants made by our Company in 2023 in accordance with the Capital Markets Legislation.

15. Pursuant to the article 15 of the Agenda, pursuant to Article 12 of the Corporate Governance Communiqué, shareholders were informed that there were no guarantees, pledges, mortgages and sureties given by our Company in favor of third parties in 2023, and that there were no income or benefits obtained.

16. Pursuant to the article 16 of the Agenda, shareholders were informed that there were no transactions within the scope of Article 37 of the Communiqué on Principles Regarding Real Estate Investment Trusts.

17. Pursuant to the article 17 of the Agenda, the shareholders were informed about the transactions made in 2023, where the purchase amount was above the amount stated in the valuation report and the sale amount was below the amount stated in the valuation report, among the purchase and sale transactions regarding the investments within the scope of Article 28 of the Communiqué on Principles Regarding Real Estate Investment Trusts.

18. Pursuant to the article 18 of the Agenda, the draft amendment regarding the amendment of Article 8 titled "Capital and Shares" of the Articles of Association of the Company for the purpose of increasing the ceiling of the registered capital of our Company from TRY 2,000,000,000,000.00 to TRY 10,000,000,000,000.00 and determining the validity period of the registered capital ceiling as 2024-2028 as a result of obtaining the necessary permissions from the Capital Markets Board and the Ministry of Trade of the Republic of Turkey was approved by majority vote.

Decisions Regarding Corporate Actions

Dividend Payment Discussed
Authorized Capital Accepted

General Assembly Registry

Were The Minutes Registered? Yes
Date of Registry 28.05.2024

General Assembly Result Documents

Appendix: 1 Akiş GYO 2023 Genel Kurul Toplantı Tutanağı.pdf - Minute
Appendix: 2 Akiş GYO 2023 GK Hazirun.pdf - List of Attendants

Additional Explanations

The resolutions adopted at the Ordinary General Assembly Meeting of our company held on 30.04.2024 was registered by the Istanbul Trade Registry Office on 28.05.2024 and this issue was announced in the Trade Registry Gazette on 04.06.2024.

Yours Respectfully,

Akiş Gayrimenkul Yatırım Ortaklığı A.Ş.

This statement was translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

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