Registration Form • Apr 14, 2025
Registration Form
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Within the framework of the Turkish Commercial Code and the Capital Markets Law, an investment company was founded with immediate effect by the founders, whose names, last names, places of residence, and nationalities are listed below, on registered capital basis and for the purpose of offering its shares to public. With the approval of the Capital Markets Board dated 28/05/2014, numbered 16/506, Company's subject and purpose has been amended so as to remove the Company from venture capital status.
| Name & Last Name/Trade Title | Nationality | Addresses |
|---|---|---|
| 1. Gedik Yatırım Menkul Değerler A.Ş. | T.C | İSTANBUL |
| 2. Gedik Holding A.Ş. | T.C | İSTANBUL |
| 3. Hakkı Gedik | T.C. | İSTANBUL |
| 4. Hülya Sadıklar (Gedik) | T.C. | İSTANBUL |
| 5. Erhan Topaç | T.C | İSTANBUL |
Title of the Company is "INVEO YATIRIM HOLDİNG ANONİM ŞİRKETİ".
The Company headoffice is at Maltepe, Istanbul. Its address is Altayçeşme Mahallesi Çamlı Sokak Ofis Park Maltepe No: 21/45 Maltepe. In the case of a change of address, new address shall be registered with Trade Registry and published in the Turkish Trade Registry Gazette; and necessary notifications shall be made to the Ministry of Commerce and the Capital Markets Board. All notifications and correspondence delivered to the registered and published address of the Company are deemed to be properly served on the Company. In case of the change of the registered and published address by the Company, failure of the Company to have its new address duly registered and published in a timely manner shall be considered as a cause for
dissolution. If The Company may open branches and liaison offices on condition that the Ministry of Commerce and the Capital Markets Board shall be informed.
The Company is founded for an indefinite term. This period may be shortened by amending the articles of association.
The purpose of the Company is to make investments and research on non-tax financial matters, with respect to the domestic and foreign financial markets, technical planning, programming, budgeting, project design, financial and organization, valuation, provided that these do not include investment services and activities specified in the Capital Markets legislation;, to invest in shares and other securities, cash, precious metals and commodities issued or to be issued by capital companies that have the ability and potential to profit from their assets, by participating in the capital and management of established or to be established companies for the purpose of evaluating their investment, financing, organization and management issues in a collective body and increasing the security of investments against economic fluctuations and thus ensuring the development and continuity of these companies in a healthy way and in accordance with the requirements of the national economy, to invest and operate all kinds of movable and immovable properties in and outside Turkey, and to make commercial, industrial and financial investment initiatives suitable for these purposes.
For the purposes stated above, the Company may particularly engage in the following activities:
feasibility and financial balances, and may use the aforementioned approaches to join in capital participations if they have the financial potential after assessing their viability and financial standing.
lease, market, barter, divide into parcels and sell them to real and legal persons and may carry out the necessary legal, financial and commercial transactions and the construction of zoning projects and other projects and usufruct, easement, succa, title deed type correction, condominium easement, condominium ownership, subdivision, unification, and may provide consultancy services in and outside the country in relation to these matters, provided that such services are not within the scope of consultancy and real estate appraisal activities as defined in the capital markets legislation, and may operate and have operated the assets it owns and will operate, provided that such assets are not within the scope of investment trust activities as defined in the capital markets legislation, It may carry out or have carried out the restoration of historical buildings, regional and metropolitan planning, zoning plans, preparation of the internal layout of shopping areas, establishment and organization services, marketing and operation of shopping malls, offices, residences, business centers, commercial warehouses, commercial parks and similar places, lease and rent them. In addition, it may perform analysis and integration works for these transactions and may carry out marketing and leasing policies.
It may establish all kinds of mortgages on real estates in favor of or against the Company and in favor of third parties under any conditions it wishes. The Company may establish mortgages or pledge securities for its own debts or the debts of third parties and may give surety to third parties. The Company may partially or completely remove, annul, modify and amend the mortgages established in favor of the Company. The mortgages established against the Company may be canceled and postponed.
It may also establish and remove all kinds of real rights and encumbrances in favor of and against the Company on real estates. The Company may establish condominium easement and condominium ownership on real estates or may terminate and remove them. The Company may make promises of sale and accept the promises of sale on behalf of the Company.
The Company may conclude sales promise agreements at the Notary Public and may revise, amend and terminate the sales promise agreements made in favor of and against the Company. It may annotate the sales promise agreements in the land registry and remove the annotations. It may carry out unification and subdivision transactions in real estates. Pursuant to the provisions of the Civil Code, it may make all kinds of dispositions related to real or intangible rights and may make business pledges.
its own purpose and subject matter are not disrupted, the necessary material event disclosures are made and the donations made during the year are presented to the shareholders at the general assembly. The upper limit of the donations to be made must be determined by the General Assembly and donations exceeding this limit cannot be made.
The Company may issue any type of debt instrument within the parameters of the Capital Markets Law and the rules of the applicable laws, both domestically and internationally, provided it has the required approval. In accordance with Article 31 of the Capital Markets Board, the Company's Board of Directors has the authority, without any time limitation, to issue bonds, financial bills, and other debt securities.
The Company was established on 10/03/1998 as an investment trust with registered capital in accordance with the provisions of the Capital Markets Law.
With the approval of the Capital Markets Board dated 28.05.2014 and numbered 16/506, the Company's articles of association have been amended to remove the status of investment trust. The authorized capital ceiling of the Company is TL 3,000,000,000 (Three Billion). This capital is divided into 3,000,000,000 (Three Billion) shares, each of which is worth TL 1 (one). The issued capital within
the authorized capital ceiling is TL 1,000,000,000 (one billion) and has been paid in accordance with the procedure specified in the Capital Markets Law and related communiqués.
The share groups representing the issued capital consist of (A) Group registered shares amounting to TL 1,000,000 for 1,000,000 shares and (B) Group bearer shares amounting to TL 999,000,000 for 999,000,000 shares.
Shares representing the capital are monitored in dematerialized form within the framework of dematerialization principles.
Registered shares may be freely transferred. No new shares may be issued unless the issued shares are completely sold and their price is paid. The amount of issued capital must be shown in the documents in which the title of the company is used.
In capital increases, new Group A shares shall be issued for Group A shares and new Group B shares shall be issued for Group B shares. However, if the Board of Directors restricts the shareholders' right to purchase new shares, all new shares to be issued shall be issued as Group B shares. The authorized capital permission granted by the Capital Markets Board is valid for 2024-2028 (five years). At the end of 2028, even if the permitted capital ceiling has not been reached, in order for the Board of Directors to take a capital increase decision after 2028; it is obligatory to obtain authorization from the General Assembly by obtaining permission from the Capital Markets Board for the previously permitted ceiling or a new ceiling amount. If the said authorization is not obtained, no capital increase can be made by the board of directors' resolution. The board of directors is authorized to increase the issued capital by issuing shares up to the registered capital ceiling whenever it deems necessary in accordance with the provisions of the capital markets law and the relevant legislation between 2024 and 2028, and to take decisions on limiting the shareholders' right to acquire new shares and issuing privileged shares or shares above or below the nominal value.
The power to restrict the right to acquire new shares may not be exercised in a way to cause inequality among shareholders.
A board of directors, comprised of a minimum of five and a maximum of seven members, the majority of whom are non-executives and who meet the requirements outlined in the Turkish Commercial Code and Capital Market Legislation, elected by the General Assembly to serve for a maximum of three years, is responsible for the management of the company as well as its representation and binding against third parties. The Board of Directors elects a chairman and a vice-chairman from among its members at its first meeting.
When a legal entity is elected to serve on the board of directors, only one real person representing and chosen by such legal entity is registered and announced. Additionally, such registration and announcement is notified to public on the Company's website. Only this registered real person is allowed to attend the meetings and cast vote on behalf of the legal entity. The members of the board of directors and the real person to be registered on behalf of the legal entity must have full capacity.. Reasons that terminate board membership also prevent election.
The Board of Directors is authorized to resolve on all matters, except for those which require a decision of the general assembly of shareholders as per Turkish Commercial Code, the Capital Markets Law, the articles of association, the resolutions of the general assembly, and the relevant statutory provisions.
Number and qualifications of the independent board members to serve on the board of directors will be determined in accordance with the regulations of the Capital Markets Board on the corporate governance within the framework of the Capital Markets Law.
A sufficient number of independent board members, not less than two, shall be elected to the board of directors by the general assembly within the framework of the principles regarding the independence of the board members set forth in the Corporate Governance Principles of the Capital Markets Board.
Number and qualifications of the independent board members to serve on the board of directos will be determined in accordance with the regulations of the Capital Markets Board on the corporate governance within the framework of the Capital Markets Law..
Members whose term of office has expired may be re-elected to the Board of Directors. n the event that a membership becomes vacant for any reason or an Independent Board Member loses his/her independence, a person who meets the legal requirements specified in the Turkish Commercial Code and Capital Markets legislation is temporarily elected by the Board of Directors to be submitted to the approval of the first General Assembly. Such person shall complete the term of the person in whose place he/she was elected, provided that his/her membership is approved by the General Assembly. Members of the Board of Directors may be dismissed at any time by the General Assembly.
While fulfilling its duties and responsibilities, the Board of Directors establishes committees within the framework of the provisions of the Capital Markets Law and in accordance with the regulations of the Capital Markets Board on corporate governance. Duties, working principles and the members of the committees are determined by the Board of Directors.
Those who have the right to attend the meetings of the Board of Directors of the Company may also attend these meetings electronically in accordance with Article 1527 of the Turkish Commercial Code. The Company may establish an Electronic Meeting System that will enable the right holders to participate and vote in these meetings electronically in accordance with the provisions of the Communiqué on the Meetings to be held electronically in Commercial Companies other than the General Assemblies of Joint Stock Companies or may receive services from the systems established for this purpose. In the meetings to be held, it is ensured that the right holders can exercise their rights specified in the relevant legislation within the framework specified in the provisions of this Communiqué through the system established pursuant to this provision of the articles of association of the company or through the system from which support service will be obtained.
The meeting and decision quorum requirements specified in these Articles of Association are also applied for electronical Board of Directors meetings.in situations where the Board of Directors meets online.
The board of directors convenes upon the call of the chairman or the vice chairman at times deemed necessary for the Company's business. Each member of the Board of Directors may also apply in writing to the chairman or the vice chairman and request that the Board of Directors be called for a meeting. If the chairman or the vice-chairman still fails to call the Board to a meeting, the members shall be authorized to call the meeting ex officio.
Each member has one vote in the meetings. Voting rights are exercised in person. Unless one of the members requests a meeting to be held, a decision may be taken on a proposal made by a member by the other members notifying their consent in writing.
The chairman of the Board of Directors sets the agenda for board of director meetings. Changes to the agenda may be done by a board of directors decision
Meeting venue is the headquarters of the Company. The Board of Directors may, however, convene in another location as long as a decision is made.
The Board of Directors convenes with the majority of the total number of members and takes its decisions with the majority of the members present at the meeting. In case of an equality of votes, the issue is left for the next meeting. If there is a tie in the second meeting, the proposal is deemed rejected.
In the Board of Directors, votes are cast for acceptance or rejection. The person who votes for rejection shall sign the decision by writing the reason for rejection below the decision.
Members who do not attend the meeting cannot vote in writing or in any other way unless they have a legitimate excuse.
The Company is managed and represented against third parties by the Board of Directors. The Board of Directors carries out the responsibilities entrusted to them by the General Assembly, the Turkish Commercial Code, the Capital Markets Law, and other applicable legislation.
The Board of Directors has the authority to delegate management duties to one or more board members or third parties with the issuance of an internal directive. This internal directive establishes guidelines for managing the business, outlines the tasks necessary to do so, identifies where they are located, and determined who reports to whom and who is obliged to provide information.
Unless otherwise delegated, the management is vested on all members of the Board of Directors.
In order for all documents to be issued and contracts to be concluded by the Company to be valid, they must bear the signatures of at least two persons authorized to bind the Company and placed under the Company's title.
The Board of Directors may enter into contracts that exceed the term of office.
The decision regarding who has the power to bind the company is made by the Board of Directors.
An auditor is elected by the general assembly for each activity period. After the election, the board of directors registers the auditor to whom the auditing duty has been assigned with the trade registry and announces it in the Turkish Trade Registry Gazette and on its website. During the audit of the Company, the provisions of the Turkish Commercial Code and the capital market regulations are applied.
The General Assembly meetings convene for ordinary or extra ordinary matters0. The following principles are applied in the General Assembly meetings:
Without prejudice to proxy appointments made through the Electronic General Assembly System, the form of the authorization document shall be determined by the Board of Directors, without prejudice to the regulations of the Capital Markets Board.
If the share has more than one owner, one of them or a third person can be appointed as proxy.
In the General Assembly meetings, votes are cast according to the internal directive prepared in line with the regulations of the Ministry of Customs and Trade. Shareholders attending the meeting electronically cast their votes in accordance with the provisions of the legislation regarding the general assembly meetings held in the electronic environment.
The Turkish Commercial Code, the Capital Market Law, and any applicable Capital Market Legislation govern all General Assembly-related matters. The Capital Markets Board's regulations relating the Corporate Governance Principles are followed in this regard.
The attendance of the Ministry of Customs and Trade representative in the general assembly meetings shall be in accordance with the provisions of the Turkish Commercial Code.
In addition to the places required to be published in accordance with the Turkish Commercial Code and the regulations of the Capital Markets Board, announcements of the Company shall be made on the Company's website at least 3 weeks in advance.
The announcement of the call for the General Assembly meeting must be made at least three weeks in advance, excluding the announcement and meeting days..
The relevant Articles of the Turkish Commercial Code are applied for the announcements regarding the reduction of capital and liquidation.
Announcements regarding capital market activities are made within the framework of the procedures and principles set forth in the TCC, CMB and the relevant Communiqué. Provisions of the capital market legislation regarding other announcements and information disclosures are reserved.
The Company fulfills its obligations to provide information to the Board in accordance with the procedures and principles required by the Board's regulations and to submit the financial statements and reports stipulated in the legislation and, in case the Company is subject to independent audit, the independent audit reports to the Board and to disclose them to the public.
The fiscal year of the Company begins on the first day of January and ends on the last day of December. The first fiscal year starts from the date of registration of the company in the trade registry and ends on the last day of December.
The Company's profit is determined in accordance with the Turkish Commercial Code, capital markets legislation and generally accepted accounting principles.
After deducting the general expenses of the Company and the amounts that must be paid or set aside by the Company, such as various depreciation, and the taxes that must be paid by the legal entity of the Company, from the revenues determined at the end of the accounting period, the net (net) profit remaining and appearing in the annual balance sheet, after deducting the losses of previous years, if any, shall be distributed as follows, respectively:
Dividends are distributed equally to all existing shares as of the accounting period, regardless of their issue and acquisition dates. There are no privileges among share groups in terms of dividends.
The manner and time of distribution of the profit decided to be distributed shall be decided by the General Assembly upon the proposal of the Board of Directors in this regard, taking into consideration the relevant provisions of the Capital Markets legislation. The General Assembly authorizes the Board of Directors to determine the time of dividend distribution, provided that it complies with the periods stipulated in the capital markets legislation.
Profits distributed in accordance with the provisions of the Articles of Association cannot be claimed back.
A copy of the board of directors' and auditors' reports, the annual balance sheet, the minutes of the general assembly meeting and the list of attendees showing the names and shares of the shareholders present at the general assembly meeting shall be given to the ministry representative present at the meeting.
At the end of each accounting period, a balance sheet showing the status of the Company and a statement of accounts showing the profit and loss situation shall be prepared. Three weeks prior to the General Assembly meetings, copies of the balance sheet and profit and loss accounts and the auditor's report thereon shall be made available at the Company's headquarters for the shareholders who request them. The provisions of the Capital Market Law and related legislation are reserved..
In the event that the dissolution and liquidation of the Company is required, the General Assembly shall be called for an extraordinary meeting and a resolution shall be adopted in this regard. The procedures to be followed after the dissolution decision shall be subject to the provisions of the Turkish Commercial Code on this matter.
Articles of this Articles of Association that are inconsistent with the laws, statutes, regulations and communiqués that will come into force in the future are not applicable.
All and any matter which is not included in these Articles of Association shall be governed by the relevant provisions of the Turkish Commercial Code, the Capital Market Law and applicable legislation.
The amendment and implementation of this Articles of Association is subject to the approval of the Ministry of Customs and Trade and the Capital Markets Board. After obtaining approval from the Capital Markets Board and the Ministry of Customs and Trade, it is decided to amend the Articles of Association in accordance with the provisions of the Law and the Articles of Association. The amendments shall be valid starting from the date of announcement after being duly approved and registered in the Trade Registry.
The Corporate Governance Principles required by the Capital Markets Board shall be complied with.Transactions and decisions of the Board of Directors taken without complying with the mandatory principles are invalid and deemed to be contrary to the Articles of Association.
The regulations of the Capital Markets Board on corporate governance shall be complied with in transactions deemed to be material in terms of the application of the Corporate Governance Principles and in all related party transactions of the Company and in transactions regarding the provision of guarantees, pledges and mortgages in favor of third parties.
The number, qualifications, functions, authorities and duties of the independent members who will serve on the Board of Directors and the announcement of their candidates are determined and implemented in accordance with the regulations of the Capital Markets Board on Corporate Governance.
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