AGM Information • Jun 14, 2024
AGM Information
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| Summary Info | Approvement of General Assembly on 14.05.2024 |
| 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 | 16.04.2024 |
| General Assembly Date | 14.05.2024 |
| General Assembly Time | 15:00 |
| Record Date (Deadline For Participation In The General Assembly) | 13.05.2024 |
| Country | Turkey |
| City | İSTANBUL |
| District | BEŞİKTAŞ |
| Address | Alarko Merkezi Muallim Naci Cad. No:69 34347 Ortaköy-Beşiktaş / İSTANBUL |
Agenda Items
1 - Opening and moment of silence.
2 - Deliberation and decision on the election of the Presiding Committee.
3 - Deliberation and decision on authorizing the Presiding Committee to sign the minutes of the General Assembly Meeting.
4 - Deliberation and decision on the confirmation of the nobility of the Board of Directors member appointed within the year in accordance with Article 363 of the Turkish Commercial Code.
5 - Reading and deliberation on the Annual Report of the Board of Directors, Auditor Report and Independent Audit Company Report for 2023.
6 - Reading, deliberation and approval of the Statement of Financial Position and the Statement of Comprehensive Income for 2023.
7 - Deliberation and resolution for the acquittal of the Board of Directors members for the activities in 2023.
8 - Presenting information about donations made by the Company in 2023.
9 - Deliberation and decision on determining the upper limit of donations to be made by our company in 2024.
10 - Presenting information about the guarantees, pledges, mortgages and bails given by our company in favor of third parties.
11 - Reading and deliberation on the permission letter received from the Capital Markets Board and the Ministry of Commerce General Directorate of Domestic Trade regarding the amendment of Article (6) of the Company's Articles of Association and the attached text of the Articles of Association, the amendment of Article (6) of the Company's Articles of Association and deliberation and decision on acceptance of its new form.
12 - Deliberation and resolution on the proposal of the Board of Directors for the profit distribution in 2023.
13 - Deliberation and decision on the election, duty term and determining remuneration of the Board of Directors members.
14 - Informing the General Assembly about the share buyback program and the shares acquired under this program.
15 - Deliberation and resolution regarding vesting the authority to the Board of Directors members in accordance with articles 395 and 396 of the Turkish Commercial Code.
16 - Presenting information to General Assembly on procedures indicated in articles 1.3.6 of the "Corporate Governance Principles" in the annex of the Communiqué numbered II-17.1 of the Capital Markets Board.
17 - Deliberation and decision on the approval for the auditing of the company's accounts and operations for 2024 by an Independent Audit Company selected by the Board of Directors in accordance with the Capital Markets Regulations and Turkish Commercial Code.
18 - Remarks and suggestions.
Corporate Actions Involved In Agenda
| Dividend Payment |
| Authorized Capital |
General Assembly Invitation Documents
| Appendix: 1 | 2023 YILI KAR DAĞITIM TABLOSU.pdf - Other Invitation Document |
| Appendix: 2 | PROFIT DISTRIBUTION TABLE 2023.pdf - Other Invitation Document |
| Appendix: 3 | ESAS SÖZLEŞME TADİL METNİ.pdf - Article of Association Amendment Text |
| Appendix: 4 | AMENDMENT TEXT OF THE ARTICLES OF ASSOCIATION.pdf - Article of Association Amendment Text |
General Assembly Results
| Was The General Assembly Meeting Executed? | Yes |
| General Assembly Results | The General Assembly Meeting of Alarko Gayrimenkul Yatırım Ortaklığı A.Ş. related to the fiscal year 2023 is held at the headquarters of the Company, located at the address of "Muallim Naci Cad. No. 69 Ortaköy/İstanbul" on 14 May 2024 at 3:00 pm, under the supervision of the Ministry Representative SEDA ÇAYCI AKKALE', authorized by the letters of the Provincial Directorate of Commerce of Governorship of Istanbul of the Republic of Türkiye, numbered 96680232, and dated 10.05.2024. As it is foreseen by the law and the articles of association of the Company, the invitation of the meeting, which also includes the agenda, is made in due time by means of announcing in the Turkish Trade Registry Gazette numbered 11066, dated 19 April 2024, in the gazette named "Yenigün" numbered 14238, dated 19 April 2024, published in the location where the Company's headquarters is situated, on the website of the Company, on the Public Disclosure Platform and on the Electronic General Meeting System (e-GKS) of the Central Depository Institution (Merkezi Kayıt Kuruluşu Anonim Şirketi). With the examination of the attendance list, it is understood that 144,900,00 shares which is equal to the nominal value of TRY 74,978,953.42 has been represented in person and 7.497.895.342 shares which is equal to the total nominal value of TRY 1.808.038,69 has been represented in the meeting by means of proxies, out of the total nominal value of TRY 180.803.869.of the Company's shares thereby, it is ascertained that the minimum meeting quorum foreseen by the law and the articles of association is reached. Thereafter, Mr. MEHMET AHKEMOĞLU (Chairman of the Board of Directors), Mr. HARUN HANNE MORENO (Member of the Board of Directors), Ms. BEDRİYE BANU KÖKER (Member of the Board of Directors) and Ms. NESLİHAN TONBUL (Member of the Board of Directors), Ms. MERVE MORAY representing Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş are stated to be present; the meeting has been started at the same time in the physical and electronic environment and it has been proceeded with the discussion of the agenda. 1 . The General Assembly stood in silence. 2. It has been unanimously resolved to appoint MEHMET AHKEMOĞLU as the Chairman of the Meeting. The Chairman has appointed (i) ZÜMRÜT DİLEK ELMAS as the Vote Collector, (ii) SERHAN BEKİR BEK as the Secretary and (iii) Mr. FATMA ACAR as the person in charge of carrying out the Electronic General Meeting System, as he has the relevant license. The representatives, who represent shares with a nominal value of 747,355 Turkish Lira, as announced to the General Assembly by the meeting chairperson. The agenda items were read out to the General Assembly, and since there was no proposal to change the order of agenda items, the discussion of the agenda items continued at the time they were announced.. 3. A decision was unanimously made to authorize the Meeting Chairmanship for the signing of the General Assembly minutes. 4. After the death of HAMİ ÖZÇELİK ÇATALOĞLU, the vacancy in the Board of Directors, which was filled in accordance with Article 363 of the Turkish Commercial Code, by NESLİHAN TONBUL, was accepted by a majority vote in favor for the confirmation of her membership. 5. The annual activity report of the Board of directors has been read by the members of the said Board, the Audit Report has been read by Ms. MERVE MORAY representing the auditor Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.". The Independent Audit Company's report has been read as well and thereafter; it has been submitted to deliberation. There has been no statement regarding the said reports. In the physical setting, one of our shareholders, Kamer Külek, requested to speak. He inquired about the gross profit generated by Attaş Alarko from the operation of Fethiye Hillside Beach Club Resort, whether a lease arrangement with Attaş Alarko was being negotiated, and what the rental expectation from the Fethiye Hillside Beach Club Resort operation was. Vice Chairman of the Board Harun Hanne Moreno provided information on the leasing matter, stating that, as detailed in the activity report, rental income was collected from Attaş Alarko and that similar evaluations and studies could be conducted with the project in Bodrum as with the project in Fethiye. Chairman of the Board Mehmet Ahkemoğlu stated that, according to the valuations conducted for the year 2023, the rental income was not below the fair market values. In the physical setting, one of our shareholders, Necmi Artar, took the floor and pointed out that the rental yield was low. 6. The Financial Situation Statement and the Comprehensive Income Statement related to the fiscal year 2023 have been read and submitted to deliberation. There has been no statement regarding the said statements. It has been unanimously resolved to approve these statements. In the physical setting, one of our shareholders, Kamer Külek, inquired about why the provision for prepaid expenses was high and what it included, as well as what level of this amount was anticipated for the year 2024. In response to the shareholder's questions, Chairman of the Board Mehmet Ahkemoğlu provided information that the advances given were related to the Bodrum investment. Vice Chairman of the Board Harun Hanne Moreno stated that advances could be given for approximately 10-15% of the anticipated expenditures. 7. The Board of Directors members were individually acquitted by unanimous consent of the shareholders through voting for their activities in the year 2023. The Board of Directors members did not vote in their own acquittal. 8. It has been presented by the Board of directors that the amount of donations made is TRY 2,616,661-TL - during the year 2023. The Chairman of the Meeting declared that this item of the agenda is for information purposes and will not be voted. 9. The subject of the limit for donations to be made in the year 2024 was brought up for discussion. There were no speakers. In accordance with the written proposal submitted, it was decided by a majority vote, with 76,039,637.112 TL in favor and 747,355 TL against, to set the limit at 10,000,000 TL. 10. The information regarding the assurances, pledges, mortgages and surety ships granted by our Company for the benefit of third parties, is presented by the Board of directors. The Chairman of the Meeting stated that this item of the agenda is for information purposes and will not be voted. 11. The amendment to Article (6) of the Company's Articles of Association, as per the approval letters of the Capital Markets Board dated 19.01.2024, with reference number E-12233903-340.08-48339, and the General Directorate of Domestic Trade of the Ministry of Commerce of the Republic of Turkey dated 05.02.2024, with reference number E-50035491-431.02-00093642608, along with the old and new versions of the article included in the amendment text attached to the approval letters, was read aloud and acknowledged by majority vote. Despite the opposition, with 76,039,637.112 TL in favor and 747,355 TL against, it was decided to approve the amendment as stated in the attached text and accept its new form. (Annex-1) 12. The proposal regarding profit distribution was read. In line with the proposal presented by the Board of Directors as stated in the activity report: • The net profit for the year 2023 in our company's financial statements amounts to 1,289,382,689 TL. In accordance with the Capital Markets Legislation, the Company's Articles of Association, and other relevant legislation, 16,100,000 TL is to be allocated as the first-tier general legal reserve fund. • Adding the donations amounting to 2,616,661 TL made during the year, the net distributable profit for the period is 1,275,899,350 TL, of which 152,145,000 TL is to be distributed to the shareholders as dividends. • The distribution of the profit is to be carried out with 7,245,000 TL in cash and 144,900,000 TL by adding to the capital as free shares. • The remaining amount is to be added to extraordinary legal reserves. • Cash dividend distribution is set to commence on June 3, 2024. The decision was made by a majority vote. 13. A proposal was made regarding the election, term, and remuneration of the Board of Directors members. In line with the proposal presented, the following individuals are elected to the Board of Directors: MEHMET AHKEMOĞLU, HARUN HANNE MORENO, ÜMİT NURİ YILDIZ ALPASLAN SERPEN and as independent members BEDRİYE BANU KÖKER, NESLİHAN TONBUL, and NERGİS AYVAZ BUMEDİAN to serve for a term of 3 years. Monthly gross remuneration of 35,000 TL is approved to be provided to the independent members BEDRİYE BANU KÖKER, NESLİHAN TONBUL, and NERGİS AYVAZ BUMEDİAN, while other members of the Board of Directors will not receive remuneration. The decision was made by a majority vote, with 576.685 TL against and 76.210.307,112 TL in favor. The information was conveyed that there were no negative opinions expressed about BEDRİYE BANU KÖKER, NESLİHAN TONBUL, and NERGİS AYVAZ BUMEDİAN by the Capital Markets Board (SPK) in the article dated 20.03.2024. 14. The Board of Directors provided information about the share buyback program and the purchases made within the scope of the program. The Chairman of the meeting announced that this item on the agenda is for informational purposes and will not be put to a vote. 15. The Board of Directors provided information about the share buyback program and the purchases made within the scope of the program. The meeting chairperson announced that this item on the agenda was for informational purposes only and would not be put to a vote. 16. The shareholders have been informed that no transactions stated under the Article (1.3.6) of the "Corporate Governance Principles", which are provided in the annex of the Communiqué numbered II-17.I of the Capital Markets Board, have been made by the shareholders having the control of the management of the Company, the members of the Board of directors, the managers having an administrative responsibility or their spouses or relatives with blood or with marriage until the second degree. 17. The selection of the independent audit firm, Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., registered with the Istanbul Trade Registry Office under Trade Registry No. 479920-0, as determined by the Board of Directors for the audit of the 2024 financial statements and transactions in accordance with the Turkish Commercial Code and Capital Markets legislation, was approved by a majority vote, with 76,039,637.112 TL in favor and 747,355 TL against, despite the opposition. 18. Wishes and suggestions were requested. -Shareholder Kamer Külek requested information regarding the repurchased shares. He questioned why the share buyback program was not utilized while the Bodrum project is nearing completion, and the company holds various assets. Chairman of the Board Mehmet Ahkemoğlu responded that the company prefers not to use high-priced loans but is considering the share buyback program. -The same shareholder noted a decrease in rental income since 2021 and inquired about any potential adjustments to rental income. Chairman of the Board Mehmet Ahkemoğlu mentioned that changes in yield rates could occur based on valuations conducted by real estate appraisal companies and assured that rental income is continuously evaluated by management. -The shareholders also raised concerns about the possibility of leasing below market value considering the rental valuation report for the Bodrum Hillside Project. Mehmet Ahkemoğlu, in response, stated that efforts are underway to complete the Bodrum project rapidly, ensuring that rental income does not fall below market value, and clarified that work is ongoing to determine rental income for the Bodrum project, awaiting finalization of costs. -Regarding the addition of hotels to the portfolio by 2030, the shareholder asked Mehmet Ahkemoğlu. He emphasized the company's desire for growth in the tourism sector and affirmed that efforts are ongoing. -The shareholder questioned why analysts have not covered the company and requested inclusion of the company in research. Chairman Mehmet Ahkemoğlu expressed intentions to increase efforts in this regard. Since there is no other agenda item, the Chairman of the Meeting stated that the meeting has ended, the present minutes are issued at the place of the meeting and has been signed as per the above-mentioned 3rd decision. The necessary copies of the meeting's documents have been delivered to the Ministry Representative and the rest has been delivered to Mr. MEHMET AHKEMOĞLU, Chairman of the Board of Directors. |
Decisions Regarding Corporate Actions
| Dividend Payment | Discussed |
| Authorized Capital | Accepted |
General Assembly Registry
| Were The Minutes Registered? | Yes |
| Date of Registry | 14.06.2024 |
General Assembly Result Documents
| Appendix: 1 | ALGYO 14.05.2024 GENEL KURUL TOPLANTI TUTANAGI.pdf - Minute |
| Appendix: 2 | MINUTES OF ORDINARY GENERAL ASSEMBLY MEETING of ALGYO HELD ON 14.05.2024.pdf - Minute |
| Appendix: 3 | ALGYO 14.05.2024 GENEL KURUL HAZIRUN.pdf - List of Attendants |
| Appendix: 4 | 2023 YILI KAR DAĞITIM TABLOSU.pdf - Other Result Document |
| Appendix: 5 | PROFIT DISTRIBUTION TABLE 2023.pdf - Other Result Document |
| Appendix: 6 | ALGYO G.KURUL TESCİL GAZETESİ.pdf - Other Result Document |
Additional Explanations
The results of the Ordinary General Assembly meeting of our company held on 14.05.2024 were registered on 14.06.2024 by the Istanbul Trade Registry Office.
Respectfully announced to the public.
This statement has been translated into English for information purposes only. In case of any discrepancy between Turkish and English versions of this statement of disclosure, Turkish version shall prevail.
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