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MHR GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.

AGM Information May 15, 2025

8842_rns_2025-05-15_efc65ac1-228e-4497-b632-d411fa72fe3f.pdf

AGM Information

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INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING

BY THE CHAIRMAN OF THE BOARD OF DIRECTORS OF MHR GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.

The Ordinary General Assembly Meeting of our Company shall be held on Friday, 30 May 2025, at 14:00 at the address İçerenköy Mah. Umut Sokak Quick Tower No: 10-12 Ataşehir İstanbul.

The Meeting Agenda and Power of Attorney Sample related to the subject are given below. We kindly request our shareholders or their proxies to be present on the mentioned date and time.

The shareholders who cannot attend the meeting in person may represent themselves with a proxy. The proxies and the representatives to be sent by Public Institutions and legal entity shareholders must present the proxy form or proxy documents prepared in accordance with the sample attached herewith when they come to the meeting. Voters who wish to give a power of attorney shall fill out the power of attorney form and have it approved by a notary public or attach the notarized signature circular to the power of attorney form bearing their signature. Otherwise, the powers of attorney shall be deemed invalid.

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş. AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING MAY 30, 2025

  1. Opening and formation of the Meeting Chairmanship, authorizing the Meeting Chairmanship to sign the Minutes of the General Assembly Meeting,

  2. Reading and discussion of the Board of Directors' Annual Report for the fiscal year 2024,

  3. Reading the Independent Auditor's Report for the fiscal year 2024,

  4. Discussion and approval of the independently audited financial statements for 2024 and their annexes,

  5. To release the members of the Board of Directors separately for the activities of the year 2024,

  6. Submission of the Company's dividend distribution policy for the year 2025 and subsequent periods to the approval of the General Assembly,

  7. Submitting the proposal of the Board of Directors regarding the offsetting of the previous year's losses for the year 2024 against the positive capital adjustment differences and share premiums to the approval of the General Assembly,

  8. Discussing and resolving on the proposal of the Board of Directors regarding the distribution of the profit for the period 2024,

  9. Submitting the capital increase to be realized from internal resources to the approval of the General Assembly, 10. Determination of the remuneration of the members of the Board of Directors and their rights such as attendance fees, premiums and bonuses,

  10. Approval of the selection of the Independent Audit Firm,

  11. Determining the upper limit for donations to be made in 2025 and informing the shareholders about the donations made in 2024,

  12. Pursuant to the Capital Markets Board's Communiqué on Repurchased Shares numbered II-22.1 and Principle Decision numbered i-SPK.22.7 (dated 14.02.2023 and numbered 9/177 p.k.), the Share Repurchase Program initiated by our Company's Board of Directors Decision dated 25.06.2024 and completed on 02.10.2024, and pursuant to the Board Decision Body's Principle Decision numbered i-SPK.22.9 (dated 19.03.2025 and numbered 16/531 p.k.), the Share Repurchase Program initiated by our Company's Board of Directors Decision dated 20 March 2025 and completed on 02.10.2024 .9 Informing the shareholders about the Share Buyback Program initiated with the Resolution of the Board of Directors of our Company dated March 20, 2025 pursuant to Resolution No. 16/531 (dated 19.03.2025 and numbered 16/531 p.k.) and submitting it for approval,

  13. Pursuant to the decision taken at the meeting of the Capital Markets Board dated 09.01.2025 and numbered 2/29, discussing and deciding whether the administrative fine will be recourse to the members of the Board of Directors who are responsible for the act requiring the imposition of an administrative fine on our Company,

  14. Authorizing the members of the Board of Directors to carry out the transactions stipulated in Articles 395 and 396 of the Turkish Commercial Code,

  15. Pursuant to the Capital Markets regulations; informing the shareholders about the guarantees, pledges, mortgages and sureties given by the Company in favor of third parties in 2024 and the income and benefits derived therefrom,

  16. Informing the General Assembly about related party transactions in accordance with Capital Markets Board regulations,

  17. Wishes and closure.

Power of Attorney Sample

POWER OF ATTORNEY MHR GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.

I hereby appoint ........................................................... whose identity information is given below, to represent me, to vote, to make proposals and to sign the necessary documents in the Ordinary General Assembly Meeting to be held on 30 May 2025, Friday, at 14:00, at the address İçerenköy Mah. Umut Sokak Quick Tower No: 10-12 Ataşehir İstanbul in line with the opinions I have stated below.

Proxy's (*); Name and Surname/Trade Name: Republic of Turkey Identity No./Tax Identity No./Trade Registry and Trade Registration and MERSİS Number:

(*) For foreign national proxies, it is mandatory to submit the equivalents of the above mentioned information, if any.

A) SCOPE OF THE AUTHORITY OF REPRESENTATION

For sections 1 and 2 below, the scope of the representative authority must be determined by selecting one of the options (a), (b) or (c).

  1. Regarding the Issues on the Agenda of the General Assembly;

a) The proxy shall be authorised to vote in accordance with his/her own opinion.

b) The proxy shall be authorised to vote in accordance with the recommendations of the management of the corporation.

c) The proxy shall be authorised to vote in accordance with the instructions set out in the table below.

Instructions:

If the shareholder chooses option (c), instructions specific to the agenda item shall be given by marking one of the options given opposite the relevant general assembly agenda item (accept or reject) and, if the reject option is selected, by indicating the dissenting opinion, if any, requested to be recorded in the minutes of the general assembly.

Agenda Items (*) Accept Objection Dissenting Opinion

1……..

2……..

3……..

………. 1. The Issues on the Agenda of the General Assembly are listed one by one. If the minority has a separate draft resolution, this is also stated separately to ensure proxy voting.

  1. Special instructions regarding other issues that may arise at the General Assembly meeting and particularly regarding the exercising of minority rights:

a) The proxy shall be authorised to vote in accordance with his/her own opinion.

b) The proxy shall not be authorised to represent in these matters.

c) The proxy shall be authorised to vote in accordance with the following special instructions.

SPECIAL INSTRUCTIONS: If any, special instructions to be given by the shareholder to the proxy shall be stated here.

A) AMOUNT OF SHARES OF THE REPRESENTATIVE

The shareholder shall specify the shares he/she wants the proxy to represent by selecting one of the options given below.

  1. I approve the representation of my shares, detailed below, by the proxy.

  2. a) Order and series:*

  3. b) Number/Group:**
  4. c) Number-Nominal value:
  5. ç) Whether he/she has voting privileges:
  6. d) Bearer-Registered:*

e) Ratio of the total shares/voting rights owned by the shareholder:

*This information is not requested for shares that are tracked in record.

**For shares that are tracked in record, information about the group, if any, shall be included instead of the number.

  1. I approve the representation of all my shares, which are included in the list of shareholders who can attend the general assembly, prepared by the Central Registry Agency one day before the general assembly date, by proxy.

NAME AND SURNAME or TRADE NAME OF THE SHAREHOLDER (*)

Republic of Turkey Identity No./Tax Identity No./Trade Registry and Trade Registration and MERSİS Number: Address:

SIGNATURE

(*) For foreign national proxies, it is mandatory to submit the equivalents of the above mentioned information, if any.

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