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8750_rns_2025-04-24_c1125a8d-7ae0-4dec-ad1f-ec821e29ae82.pdf

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AVRUPAKENT GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş. BOARD OF DIRECTORS INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING TO BE HELD ON APRIL 15, 2025

Our Ordinary General Assembly meeting shall be held on April 15, 2025, at 11.00 "Radisson Collection Hotel, Vadistanbul Ayazağa Mah. Azerbaycan Cad. 1A Apt. No:3A Sarıyer/İstanbul" to discuss and take resolutions on the the agenda items stated below.

The Financial Statements and the Audit Report for the 2024 fiscal year, the Board of Directors' Annual Report, including the Corporate Governance Principles Compliance Report and Sustainability Report, and the profit distribution proposal of the Board of Directors, along with the following agenda and the Memorandum containing the necessary explanations for compliance with the Corporate Governance Principles shall be made available to the shareholders at Company Headquarters, on the Company's corporate website at www.avrupakentgyo.com, on the Public Disclosure Platform ("PDP"), and in the Electronic General Meeting System of the Central Registry Agency ("CRA") three weeks (21 days) prior to the meeting.

Our shareholders may participate and vote at the General Assembly in person, either physically or electronically, or through their representatives (by granting a proxy).

Our shareholders who wish to attend the Ordinary General Assembly Meeting are required to fulfill the procedures announced to the public by the CRA. The "Shareholders List" regarding the right holders and their representatives attending the meeting is taken from the Electronic General Assembly System ("EGKS") before the meeting starts. The "Shareholders List" is used for the formation of the list of attendees. The control of whether the persons who physically come to the meeting hall to attend the Ordinary General Assembly Meeting are shareholders or their representatives will be made through the aforementioned list.

Participation electronically in the General Assembly is possible only with the secure electronic signatures of shareholders or proxies. Therefore, shareholders who will carry out a transaction in Electronic General Meeting System ("e-GEM"), first of all, have to register their contact information in e-MKK information portal of CRA as well as having to have a secure electronic signature.

Shareholders or proxies who would like to participate electronically in the meeting are supposed to fulfill their obligations in accordance with the provisions of "Regulation on the General Assemblies in Corporates to be Held Electronically" published in the Official Gazette dated 28 August 2012 and no. 28395 and "Declaration on Electronic General Meeting System to be Implemented in the General Assemblies of Corporates" published in the Official Gazette dated 29 August 2012 and no.28396. Otherwise, they shall not be able to participate in the meetings.

With rights and obligations of shareholders who shall participate electronically over the Electronic General Assembly System being reserved, shareholders who are unable to attend the meeting in person have to issue their proxies according to the attached proxy form or obtain the proxy form from the Company headquarters or the Company website at www.avrupakentgyo.com and accordingly submit their proxies bearing their notarised signatures to the Company by fulfilling the conditions set forth in the "Communiqué on Voting by Proxy and Proxy Solicitation" number II-30.1 which took effect upon publication on the Official Gazette dated 24.12.2013 and numbered 28861. A proxy document is not required from a proxy appointed electronically through the Electronic General Meeting System. It shall not be possible to attend the general assembly with a proxy which does not comply with the proxy form required under the aforementioned Communiqué and a copy of which is attached hereto.

Pursuant to Paragraph 4 of Article 415 of Turkish Commercial Code No. 6102 and Paragraph 1 of Article 30 of the Capital Markets Law, the right to attend the General Assembly and voting rights shall not be conditional on depositing the share certificates. Accordingly, shareholders participating in the General Assembly Meeting do not need to block their shares.

It is necessary and sufficient for our shareholders who will attend the General Assembly Meeting in person to show their ID cards at the meeting. In addition, if our shareholders, whose identity and information regarding the shares in their accounts are concealed and therefore cannot be seen by our Company, wish to participate in the General Assembly Meeting, they are required to apply to the intermediary institutions where their accounts are held and ensure that the restriction on the concealed identity and information regarding their shares is removed until 1 (one) day before the date of the General Assembly Meeting.

Without prejudice to the provisions on electronic voting, open voting by raising hands shall be used for voting on the agenda items at the General Assembly Meeting.

Kindly submitted to the information of our shareholders.

AVRUPAKENT GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş. BOARD OF DIRECTORS

Company Address: Ataköy 7-8-9-10. Kısım Mah. Çobançeşme E-5 Yan Yol Cad. Avrupa Residence-Office No:8/2/7 Bakırköy / İstanbul Trade Registraty and Number: İstanbul Ticaret Sicil Müdürlüğü-740979-0

Mersis No: 0105-0571-0290-0011

AGENDA FOR THE ORDINARY GENERAL ASSEMBLY MEETING OF AVRUPAKENT GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş. TO BE HELD ON 15 APRIL 2025

1. Opening of the meeting and election of the Chairmanship Council.

2. Presentation, discussion and approval of the Annual Report prepared by the Board of Directors for the year 2024.

3. Presentation of the summary of the Independent Audit Report for the year 2024.

4. Presentation, discussion and approval of the Financial Statements for the year 2024.

5. Release of each member of the Board of Directors from their liability for the Company's activities in 2024.

6. Adoption of a resolution on the Board of Directors' profit distribution proposal.

7. Determining the remuneration of the Board Members.

8. Approval of the appointment of the Independent Audit Firm, selected by the Board of Directors, in accordance with Turkish Commercial Code and Capital Markets Board regulations.

9. Informing the General Assembly of the donations made by the Company in 2024 within the scope of the Company's Donation and Aid Policy and determining an upper limit for donations in 2025.

10. Informing the General Assembly of the purchase, sale and lease transactions made in 2024 pursuant to Article 37 of the Communiqué on Principles of Real Estate Investment Companies.

11. Informing the General Assembly of any guarantees, pledges, mortgages and sureties issued by the Company in favour of third parties in 2024 and the income or benefit obtained by the Company, in accordance with Capital Markets Board regulations.

12. Granting authority to the Members of the Board of Directors according to Articles 395 and 396 of Turkish Commercial Code.

13. Informing the General Assembly of any transactions within the context of Article 1.3.6 of Annex-I of the Capital Markets Board's Corporate Governance Communiqué (II-17.1).

14. Informing the General Assembly regarding the Share Buyback Program initiated by the Company's Board of Directors on March 25, 2024, and terminated on December 4, 2024, in accordance with the Capital Markets Board's Communiqué No. II-22.1 on Buy-Backed Shares and the Principle Decision numbered i-SPK.22.7 (Resolution No. 9/177 dated February 14, 2023) and the liquidity providing transactions initiated on March 25, 2024, and terminated on September 5, 2024.

15. Wishes and opinions.

PROXY FORM FOR THE ORDINARY GENERAL ASSEMBLY MEETING OF AVRUPAKENT GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş. TO BE HELD ON 15 APRIL 2025

I hereby appoint ___________________________________ as my proxy authorized to represent me, to vote and make proposals in line with the views I express herein below and sign the required papers at the Ordinary General Assembly of Avrupakent Gayrimenkul Yatırım Ortaklığı A.Ş. that will convene on 15 April 2025, Tuesday at 11.00 at the address of Radisson Collection Hotel, Vadistanbul Ayazağa Mah. Azerbaycan Cad. 1A Apt. No:3A Sarıyer/İstanbul.

The Attorney's(*):

Name Surname/ Trade Name:

TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration

System) Number:

(*) Foreign attorneys should submit the equivalent information mentioned above.

A) SCOPE OF REPRESENTATIVE POWER

The scope of representative power should be defined after choosing one of the options (a), (b) or (c) in the following sections 1 and 2.

1. About the agenda items of General Assembly:

a) The attorney is authorized to vote according to his/her opinion

b) The attorney is authorized to vote in accordance with the company management

c) The attorney is authorized to vote in accordance with the following instructions stated in the table.

Instructions:

In the event that the shareholder chooses option (c), the shareholder should mark "Accept" or "Reject" box and if the shareholder marks the "Reject" box, then he/she should write the dissenting opinion to be noted down in the minutes of the general assembly.

Agenda items Accept Reject Dissenting Opinion
1.
Opening of the
meeting and election
of the Chairmanship
Council.
2.
Presentation,
discussion
and
approval
of
the
Annual
Report
prepared
by
the
Board of Directors
for the year 2024.
3.
Presentation of the
summary
of
the
Independent
Audit
Report for the year
2024.
4.
Presentation,
discussion
and
approval
of
the
Financial Statements
for the year 2024.
5.
Release of each
member of the Board
of
Directors
from
their liability for the
Company's activities
in
2024.
6.
Adoption
of
a
resolution
on
the
Board of Directors'
profit
distribution
proposal.
7.
Determining the
remuneration of the
Board Members.
8.
Approval of
the appointment of
the
Independent
Audit Firm, selected
by
the
Board
of
Directors,
in
accordance
with
Turkish Commercial
Code
and
Capital
Markets
Board
regulations.
9.
Informing
the
General
Assembly
of
the
donations made by
the Company in 2024
within the
scope of
the
Company's
Donation
and
Aid
Policy
and
determining an upper
limit for donations in
2025.
10.
Informing
the
General
Assembly
of
the
purchase,
sale
and
lease
transactions
made
in
2024
pursuant to
Article
37
of
the
Communiqué
on
Principles
of
Real
Estate
Investment
Companies.
11.
Informing
the
General Assembly of
any
guarantees,
pledges,
mortgages
and sureties
issued
by the Company in
favour
of
third
parties in
2024 and
the income or benefit
obtained
by
the
Company,
in
accordance
with
Capital
Markets
Board
regulations.
12.
Granting
authority
to
the
Members
of
the
Board of Directors
according to Articles
395
and
396
of
Turkish
Commercial
Code.
13.
Informing
the
General
Assembly
of
any
transactions
within
the context of Article
1.3.6 of Annex-I of
the Capital Markets
Board's
Corporate
Governance
Communiqué
(II
17.1).
14.
Informing
the
General
Assembly
regarding
the
Share
Buyback
Program initiated by
the Company's Board
of
Directors
on
March 25, 2024, and
terminated
on
December 4, 2024, in
accordance with the
Capital
Markets
Board's Communiqué
No. II-22.1 on Buy
Backed
Shares
and
the
Principle
Decision numbered i
SPK.22.7 (Resolution
No.
9/177
dated
February 14, 2023)
and
the
liquidity
providing
transactions initiated
on March 25, 2024,
and
terminated
on
September 5, 2024.
15.
Wishes
and
opinions.

If the minority has another draft resolution, necessary arrangements should be made to enable

them to vote by proxy.

No voting on the informative items.

2. Special instructions related to other issues that may come up during General Assembly meeting and

especially to the use of minority rights:

a) The attorney is authorized to vote according to his/her opinion

b) The attorney is not authorized to vote in these matters

c) The attorney is authorized to vote for agenda items in accordance with the following instructions

SPECIAL INSTRUCTIONS; Special instructions (if any) to be given by the shareholder to the attorney are stated herein.

B) The shareholder specifies the shares to be represented by the attorney by choosing one of the following.

1. I hereby confirm that the attorney represents the shares specified in detail as follows.

  • a) Order and Serial (*)
  • b) Number / Group (**)
  • c) Amount-Nominal Value
  • ç) Share with privileged voting rights or not
  • d) Bearer-Registered (*)
  • e) Ratio of the total shares/voting rights of the shareholder

*Such information is not required for the shares which are dematerialized.

**For the dematerialized shares, information related to the group (if any) will be given instead of number

2. I hereby confirm that the attorney represents all my shares on the list, prepared by MKK (Central Registry Agency) the day before the Meeting, concerning the shareholders who could attend the General Assembly Meeting .

NAME SURNAME OR TITLE OF THE SHAREHOLDER (*)

TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number: Address:

(*) Foreign shareholders shall submit the equivalent information mentioned above.

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