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PEKER GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.

Quarterly Report Jun 14, 2024

8857_rns_2024-06-14_11ffb108-3b1e-4c49-88ac-08fdba5ef7e8.pdf

Quarterly Report

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PEKER GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.

ANNUAL REPORT OF BOARD OF DIRECTORS

For the period 01.01.2024 - 31.03.2024

TABLE OF CONTENTS

TABLE OF CONTENTS 2
1. COMPANY PROFILE 3
1.1 BACKGROUND4
1.2 TIMELINE4
1.3 SHAREHOLDING STRUCTURE 6
1.3 BOARD OF DIRECTORS 7
1.4 PROFIT DISTRIBUTION POLICY 8
2. ASSETS IN PORTFOLIO9
2.1 Independent Residential Units in Ataköy NEF 22 Project9
2.2 Sultanmakami Mansions10
2.3 Çamlıca Land11
2.4 Kaiserwall Germany 11
2.5 Ritz Carlton11
2.6 Peker GYO Global GMBH 11
2.7 Blue Stone Investment GMBH 12
2.8 Nordstern Düsseldorf GMBH12
2.9 Peker GYO Spain SL13
2.10
Peker GMBH13
3. SUMMARIES OF APPRAISAL REPORTS 14
4. ACTIVITIES OF COMPANY AND MATERIAL DEVELOPMENTS IN THE ACTIVITIES 16
a) Information about special audit and public audit conducted during the accounting period: 16
b) Information about litigation against the Company which might have material impact on financial
status and activities of the Company and possible outcomes of such litigation:16
c) Information about administrative or judicial sanctions imposed on the company and the
members of the management body due to practices in violation of applicable legislation 16
d) Information about whether or not the targets in the previous periods have been achieved,
whether or not the decisions of the general assembly have been fulfilled; if such targets have
failed or decisions not fulfilled, their reasons and evaluations:16
e) Assessments as to whether or not the Company has achieved its operational and financial
performance goals disclosed to the public:17
f) If any extraordinary general meeting has been held during the year, information about such
extraordinary general meeting including the date of the meeting, decisions taken and steps
taken based on such decisions: 17
g) Information about the donations and grants made as well as the expenses made as part of social
responsibility projects by the company during the year: 17
h) If it is a member of group of companies, any and all the legal transactions entered into with the
controlling company, a subsidiary of the controlling company, with the instructions of the
controlling company and for the benefit of the controlling company or its subsidiary and any
other measures taken or abstained from taking for the benefit of the controlling company or its
subsidiary:17
5. COMPARATIVE FINANCIAL STATEMENTS 17
5.1 Analysis and evaluation of the management body with respect to the financial status and
results of activities and extent of realization of the planned activities and status of the
company against the strategic targets: 17
5.2 Information about current sales, profitability, income raising capacity, efficiency and debit /
shareholders' equity ratio compared to previous years and other particulars to give an idea of
the company's activities and future-looking expectations:19
5.3 Determination of whether or not the corporate capital lack any provision or sunken and
evaluations of the management body in this respect: 19
5.4 Measures planned to improve the financial structure of the Company, if any: 19
5.5 Financial Position Statement 20
5.6 Profit & Loss Statement22
5.7 Share Performance 23
5.8 Checking Compliance with Portfolio Limitations25

1. COMPANY PROFILE

1.1 BACKGROUND

The company has been established with the trade tiTRYe of "Peker Investment Gayrimenkul Anonim Şirketi" through partial spin-off from Peker Holding Anonim Şirketi on 25 April 2017. The company has been registered in the trade registry as of April 25, 2017 and then the real estate investment trust has then filed an application with the Capital Markets Board for conversion. The application has been approved in accordance with the Capital Markets Board's decision dated September 21, 2017 and numbered 34/1144, and the trade tiTRYe of the Company has been registered with the trade registry and amended as Peker Gayrimenkul Yatırım Ortaklığı A.Ş. on September 28, 2017, pursuant to the authorizations isssued by the CMB and the Ministry of Customs and Trade.

Company's trade registry office and registry number:

  • Istanbul Trade Registry
  • Registry Number: 81769-5

Contact Details:

Address Cumhuriyet mah.
Yeni Yol 1 Sk.
Bomonti Business
Center 8/1 Şisli/ ISTANBUL
Internet Address www.pekergyo.com
Telephone Number 444 32 64
Fax Number +90-212-241-00-90

1.2 TIMELINE

Timeline related to the operational development of Peker Gayrimenkul Yatırım Ortaklığı A.Ş. is as follows:

  • The company has been established as Peker Investment Gayrimenkul Anonim Şirketi with a share capital of 17.000.000 TRY as of April 25, 2017, through partial spinoff from Peker Holding Anonim Şirketi, and has been registered as of April 25, 2017.
  • As part of its establishment, the Company has acquired through partial spin-off Ataköy NEF 22 Project, Sultan Makamı Mansions and the shares of Peker Holding London Ltd., Peker GMBH and Peker Investment GMBH companies from Peker Holding A.Ş.
  • The share capital of the company has been increased from 17.000.000 TRY to 30.000.000 on 28 April 2017. It has been determined by the report of CFA Batuhan Hakan DURUKAN, dated 31.07.2017 and numbered SMMM-59580-2017-01, that the share capital of the company has been paid up.

  • The Board of Directors of the company decided to convert into a real estate investment trust and filed with the Capital Markets Board on 6 June 2017 for that purpose.

  • The company sold its shares in Peker Holding London Ltd., Peker GMBH and Peker Investment GMBH to its related parties.
  • The Capital Markets Board approved the conversion of the Company into "Peker Gayrimenkul Yatırım Ortaklığı A.Ş." pursuant to the decision adopted at its meeting dated 21.09.2017 and numbered 34/1144.
  • Following the approval by the Capital Markets Board, the company held the general assembly meeting on the amendment of its articles of association on 26 September 2017 and completed the registration process on 28 September 2017.
  • The initial public offering of the shares corresponding to 32% of the company's share capital has been closed through book running on 15-16 February 2018, following the approval of the Capital Markets Board, and the company's shares started to be traded on the Istanbul Stock Exchange as of 22 February 2018.
  • The share capital of the company has been increased from 30.000.000 TRY to 73.100.000 TRY out of the part of the annual profit for the year 2017 that has not been distributed and has been fully transferred to the retained earnings. Capital increase transactions have been registered by the Trade Registry on 11.01.2019.
  • The company merged in an simplified manner by acquiring Peker Proje Geliştirme ve Danışmanlık HizmeTRYeri A.Ş., of which it is a 100% shareholder, with all its assets and liabilities, and the said merger has been registered by the Trade Registry on 08.03.2019.
  • The share capital of the company has been increased from 73.100.000 TRY to 253.000.000 using the retained earnings. Capital increase transactions have been registered by the Trade Registry on 23.09.2020.
  • The share capital of the company has been increased from 253.000.000 to 669.833.746,99 TRY by paying the entire amount in cash. Capital increase transactions have been registered by the Trade Registry on 11.08.2021.

1.3 SHAREHOLDING STRUCTURE

The registered capital cap of our Company is 1.850.000.000 TRY and issued share capital is 669.833.746,99 TRY. The current breakdown of these shares among the shareholders is as follows.

Shareholders No. of Shares Share amount Group Type
Hasan Peker
Ayşegül Peker (*)
42.166.667
-
42.166.667
-
A
A
Registered
Registered
Hasan Peker
Repurchased Shares
220.198.300
3.508.691
220.198.300
3.508.691
B
B
Bearer
Bearer
Publicly traded
Total
403.960.089
669.833.747
403.960.089
669.833.747
B Bearer

As of 31 March 2024, "Inflation Adjustments on Equity" is 2.157.328.010 TRY.

(*) In the operating year 2023, Ayşegül Peker, the Vice-Chairperson of the Board of Directors has transferred her unlisted shares with a total nominal value of 87.306.792 TRY which represents 13,03% of the share capital of the Company including Class A shares with a nominal value of 14.083.667 TRY and Class B shares with a nominal value of 73,223,125 TRY to Hasan Peker, the Chairman of the Company in a transaction taking place outside the stock exchange. Such share transfer has not resulted in a change of control in the management of the Company.

The Class A shareholders of the Company have preferential rights in election of the members of the Board of Directors. If the Board of Directors consists of 5 members, 3 of them, and in case of 6 or 7 members, 4 of them are selected by the General Assembly from among the candidates nominated by the Class A shareholders.

In case of share capital increase, new shares of Class A shall be issued against the Class A shares, new shares of Class B shall be issued against the Class B shares. If, however, the Board of Directors restricts the shareholders to acquire new shares, all of the new shares to be issued shall be Class B and registered shares.

1.3 BOARD OF DIRECTORS

Our Board of Directors has been formed as follows in accordance with the resolution of the General Assembly dated 14.06.2024.

Name Surname
Position
Start Date of Term of Expiry Date of Term of
Office Office
Hasan Peker Chairman of the Board of
Directors
14.06.2024 14.06.2027
Fatih Peker Vice Chairman of the Board of
Directors
14.06.2024 14.06.2027
Osman İlker Savuran Member of Board of Directors 14.06.2024 14.06.2027
Uğur Boğday Independent Director 14.06.2024 14.06.2027
Bora Oruç Independent Director 14.06.2024 14.06.2027

Committees of the Board of Managers

Corporate Governance
Committee
Audit Committee Risk Early Detection
Committee
Chairman Uğur BOĞDAY Bora ORUÇ Bora ORUÇ
Member Bora ORUÇ Uğur BOĞDAY İlker SAVURAN
Member Murat PARMAKÇI

The working principles of the committees are published in the corporate website.

1.4 PROFIT DISTRIBUTION POLICY

The profit distribution by Peker Gayrimenkul Yatırım Ortaklığı A.Ş. (Company) is performed priramily in accordance with the Turkish Commercial Code, Capital Market Legislation, Tax Legislation, other relevant legislation and the provisions of its articles of association regarding profit distribution. In calculating the amount of dividend to be distributed, any changes and developments in the relevant legislation, the Company's long-term strategy, capital requirements, investment and financing policies, profitability and cash position of the Company are taken into account.

Unless there is an extraordinary situation arising from the investment and financing needs of the company, the Board of Directors proposes to the General Assembly to distribute the first dividend, in an amount up to at least 30% of the distributable profit for the period, to the shareholders in cash. If the Board of Directors proposes to the General Assembly to distribute cash dividends below the above-mentioned rate or not to distribute cash dividends at all, the basis for such a proposal is disclosed to the shareholders.

The General Assembly makes the final decision on profit distribution.

EMPLOYEE DETAILS

Senior Officers of Company

Name Surname Position Business Address
Murat Oktay Managing Manager Cumhuriyet mah. Yeni Yol 1 Sk. Bomonti Business Center 8/1
Şişli Istanbul
Şükran Altıntaş Legal Adviser Cumhuriyet mah. Yeni Yol 1 Sk. Bomonti Business
Center 8/1 Şişli Istanbul
Recep Yılmaz Asst. Managing
Director, Finance
Cumhuriyet mah. Yeni Yol 1 Sk. Bomonti Business
Center 8/1 Şişli Istanbul

Benefits Provided to Senior Officers

For the accounting period ending on 31 March 2024, the benefits provided to senior officers consist of salaries paid and car rental expenses. The amount of benefits provided to the senior officers is 5.409.475 TRY for the period 1 January - 31 March 2024.

No. of Employees: Employee count including overseas subsidiaries is 26.

2. ASSETS IN PORTFOLIO

2.1 Independent Residential Units in Ataköy NEF 22 Project

Information on the independent units in the Ataköy NEF 22 Project, which remain in the inventory of and are 100% owned by the Company and have not yet been pre-sold, are as follows:

Description No of Independent Units Saleable Area (m2) Appraised Value (TRY)
Commercial(*) 13 4.612,5 267.100.000,00

Information regarding the independent units that have been pre-sold to third parties and which continue to be subject to revenue sharing, but not yet delivered and are still carried forward in stock as of 31.12.2023 in Ataköy NEF 22 Project are as follows:

Description No of
Independent
Units
Saleable Area
(m2)
Total Appraised
Value (TRY)
Appraised Value Allocated
to Company (TRY)
(50% of Total)
Commercial(*) 5 1.194,00 117.700.000 58.850.000

(*) The said appraisal values are those being appraised as per the report of Lotus Gayrimenkul Değerleme ve Danışmanlık A.Ş. dated 08.01.2024 and numbered 2023/929.

2.2 Sultanmakami Mansions

As of 31.12.2023, the company continues to carry forward 1 independent unit in Sultan Makamı Mansions in its assets. The company has sold two of the independent units it owns and 2 joinTRYyowned independent units during the period.

Information on the independent units owned by the Company in Sultan Makamı Mansions as of 31.12.2023 is as follows:

Description No of Independent
Units
Saleable Area (m2) Total Appraised Value (TRY)
Residential Unit(*) 1 520 57.625.000

The said appraisal values are those being appraised as per the report of Lotus Gayrimenkul Değerleme ve Danışmanlık A.Ş. dated 08.01.2024 and numbered 2023/930.

2.3 Kaiserwall Germany

The immovable property which consists of 3 flats and 1 commercial area with a 417 m2 rentable area in Recklinghausen, Westphalia, Germany with an annual rental income of 40.000 €, has been acquired for 500.000 €. The building in question, from which rental income is generated, is included in

the company's assets as of 31.12.2023. In the appraisal report dated 31.12.2023 as issued by the appraisal firm Wardin & Schmoranz, the value of the real estate in question has been appraised as 474.000,00 €.

2.4 Ritz Carlton

The flat No. 95 of The Ritz-Carlton Residences located at Teşvikiye, Vali Konagi Cd. N108, 34365 Şişli/Istanbul, has been purchased for 48,303,840 TRY, and the relevant flat is rented and rental income is being generated. It has been valued at 62.000.000 TRY as per the report of Lotus Gayrimenkul Değerleme ve Danışmanlık A.Ş. dated 08.01.2024 and numbered 2023/931.

2.5 Peker GYO Global GMBH

This company has purchased a property consisting of 1 flat and 1 commercial area with a rentable are of 300 m2 and an appraisal value of 232.000 € on 15.01.2021 at 220.000 € and another building with a land area of 202 m2 and appraisal value of 276.000 € on 03.02.2021 at 270,000€. Finally, a real estate with an appraisal value of 200,000€ and a 194 m2 land area in Grevenbroich, Germany's Nordrhein-Westfalen state has been purchased for 265,000€. The said property is adjacent to the other two property included in the portfolio of Peker GYO Global GMBH, and it is planned to design and develop the three property together.

On the other hand, another property with a land area of 2,690 m2 in Solingen, North Rhine-Westphalia Region, Germany, and appraisal value of 2.530,000€ has been purchased at 2,400,000€ by our

German subsidiary Peker GYO Global GMBH and it is planned to develop a 75-room hotel and a 20 flat housing project on the said land. A contract has been signed for the lease of the 75-room hotel to be built as part of the project to the B&B Hotel group, which has more than 600 hotels in 14 different countries, for a term of 20 + 5 years. The rental price is 426,600€ annually, and if, after the 5th year, 23.5% of the annual turnover is above the base rent, the rental fee will be paid as 23.5% of the turnover.

In that project, the construction works are underway and the inside of the existing building to be renovated as hotel as well as the rough construction and roofing of the residential building have been completed.

2.6 Blue Stone Investment GMBH

Blue Stone Investment GMBH, wholly owned subsidiary of our Company, purchased a 2,370 m2 land

with an appraisal value of 1,980,000 € in Grevenbroich, Germany, on 07.10.2021 for 1.830.000€. It is planned to develop a housing project on the said land. The project development works are underway. Accordingly, application has been filed with the Municipality for construction license, awaiting its decision.

2.7 Nordstern Düsseldorf GMBH

Nordstern Düsseldorf GmbH, another fully owned subsidiary of our Company, owns a land of 8,891 m2 in Düsseldorf, Germany, and an adjacent land of 9.163 m2 has been acquired from Düsseldorf Municipality and such lands will be developed together.

2.8 Peker GYO Spain SL

Peker GYO Spain SL, our fully owned subsidiary in Spain has acquired the residential units numbered 18 and 19 for 1,400,000 € from Urbanisation Oasis Club in Malaga, Marbella, Spain. The value of the said property has been appraised as 1,994,785 € as of 31.12.2012 by the appraiser firm Uve Valoraciones S.A. and they have been sold to New Elements Real Estate Holding B. for 2,100,000€ in 2023. Therefore, the real estate in question is not included in our assets as of 31.12.2023.

Our subsidiary has executed purchase contracts in presence of notary public with Maldonado Gonzalez Abogados Slp for the acquisition of the land of 609,11 m2 with an appraisal value of 342.862,21 € located at Avellano, 9.3, Benalmadena 1 29639 Malaga for

355,000 € and with Carmen Isabel Barrios Medina Montoya for the acquisition of another land of 670 m2 with an appraisal value of 265.867,93 € located at Ficus Buena Vista Sol, 2, Buenavista, 29650, Mijas, Malaga for 220,000 €, and sales prices have already been paid and land registry formalities have been duly completed. Modular house projects are being developed on the said lands, and project works are underway. In this context, all materials and supplies related to modular house construction were purchased and their manufacturing has been completed at the factory. In addition, steel construction elements have been erected and plans have been drafted and a permit application has been filed with the municipality. Once licensed by the Municipality, the houses will be moved to the site and it is planned to complete the erection works within 2 months.

2.9 Peker GMBH

This Company has acquired all of the shares representing the share capital of the subsidiary Peker GMBH, established in Germany with a share capital of 1,000,000 €, from its related parties, Peker Holding GMBH and Goldstein Investment GMBH, for 40,000,000€. The value of the such shares have been calculated as 41,428,662.61€ in the appraisal report dated 23.06.2023 as issued by German appraiser Konfident Steuerberatungsgesellscharft mBH.

Peker GmbH owns the Northgate Düsseldorf project (https://www.pekergyo.com/projeler/northgate-dusseldorf/). The said project is a project with a gross indoor construction area of 26.200 m2 located in Düsseldorf, Germany. The project, which was developed on a land of 11,600 m2, has a total net usage area of 24.000 m2 (including 8.400 m2 hotel, 5.800 m2 boarding, 1.800 m2 office, 8.000 m2 common use area). The 431-room hotel project, the construction of which started in 2019, was completed in early 2023. The hotel is one of the largest hotels in Dusseldorf and is leased to the Novum Group of Hotels (https://www.novum-hotels.com/en/novum-hospitality) for a term of 25+5 years. The hotel is in service. The annual rental income of the project in question is 3.7 Million Euros. In addition, the company also owns a villa-type residence, from which it generates rental income.

3. SUMMARIES OF APPRAISAL REPORTS

As of 31.03.2024, the appraisal reports have been issued for the property owned by the Company by the appraisal firms including Reel Gayrimenkul Değerleme A.Ş. for the property in Turkey, NETZelWERK GmbH in Germany and Eurovaloracıones, S.A in Spain, and summarized details regarding these appraisal reports are as follows (amounts stated exclude VAT):

Company Property TiTRYe Appraisal Value Currency Appraisal Report No
and Date
Peker GYO A.Ş. NEF 22 Project
Land Shares
58.850.000 TRY 08.01.2024 –
2023/929
Peker GYO A.Ş. NEF 22 Project
Independent Units
267.100.000 TRY 08.01.2024 –
2023/929
Peker GYO A.Ş. Sultan Makamı
Mansions
57.625.000 TRY 08.01.2024 –
2023/930
Peker GYO A.Ş. Ritz Carlton 62.000.000 TRY 08.01.2024 –
2023/931
Peker GYO A.Ş. Kaiserwall Building 474.000 Euros 31.12.2023
Peker GYO Global
GMBH
Solingen Project 6.525.000 Euros 13.12.2023
Peker GYO Global
GMBH
Rheydter Straße 9 225.000 Euros 15.12.2023
Peker GYO Global
GMBH
Rheydter Straße 11 210.000 Euros 19.12.2023
Peker GYO Global
GMBH
Rheydter Straße 13 255.000 Euros 19.12.2023
BlueStone
Investment GMBH
Erft Loft 2.805.000 Euros 20.12.2023
Company Property TiTRYe Appraisal Value Currency Appraisal Report No
and Date
Nordstern Düsseldorf
GMBH
Nordstern Land 10.700.000 Euros 21.12.2023
Nordstern Düsseldorf
GMBH
Nordstern Land 11.050.000 Euros 21.12.2023
Peker GYO Spain SL Benalmadena Land 1.397.604,39 Euros 15.01.2024
Peker GYO Spain SL Mijas Land 1.157.056,82 Euros 16.01.2024
Peker GMBH Artwick Villa 1.475.000 Euros 20.12.2023
Peker GMBH Northgate Building 86.000.000 Euros 14.12.2023

4. ACTIVITIES OF COMPANY AND MATERIAL DEVELOPMENTS IN THE ACTIVITIES

a) Information about special audit and public audit conducted during the accounting period:

"Our company is subject to independent audit in accordance with the provisions of Turkish Commercial and Capital Market Law legislation. This independent audit activity for the year 2024 is being carried out by Vizyon Group Independent Audit Corporation.

b) Information about litigation against the Company which might have material impact on financial status and activities of the Company and possible outcomes of such litigation:

None.

c) Information about administrative or judicial sanctions imposed on the company and the members of the management body due to practices in violation of applicable legislation

None.

d) Information about whether or not the targets in the previous periods have been achieved, whether or not the decisions of the general assembly have been fulfilled; if such targets have failed or decisions not fulfilled, their reasons and evaluations:

The Company has achieved its 2024 Q1 goals.

e) Assessments as to whether or not the Company has achieved its operational and financial performance goals disclosed to the public:

None.

f) If any extraordinary general meeting has been held during the year, information about such extraordinary general meeting including the date of the

meeting, decisions taken and steps taken based on such decisions:

Extraordinary General Assembly has been held 14.06.2024 where the members of Board of Directors have been elected.

g) Information about the donations and grants made as well as the expenses made as part of social responsibility projects by the company during the year:

A total of 24,000 TRY has been paid as student scholarship assistance by our company and its subsidiaries in the current period

h) If it is a member of group of companies, any and all the legal transactions entered into with the controlling company, a subsidiary of the controlling company, with the instructions of the controlling company and for the benefit of the controlling company or its subsidiary and any other measures taken or abstained from taking for the benefit of the controlling company or its subsidiary:

Company is not a subsidiary.

5. COMPARATIVE FINANCIAL STATEMENTS

5.1 Analysis and evaluation of the management body with respect to the financial status and results of activities and extent of realization of the planned activities and status of the company against the strategic targets:

In Ataköy NEF 22 project, the sales of the independent units owned by the Company continues. In addition, 2 stores have been rented out, generating rental income.

The sales efforts of 1 independent unit remaining unsold in Sultan Makamı Mansion project continue.

Çamlıca Land has been sold and removed from our assets.

A residential flat has been purchased for Ritz Carlton project in Sile, Istanbul and leased out.

The property held for investment in Gravesend has been sold and removed from our assets.

Rental income is generated from our Kaiserwall building in Recklinghausen, Germany.

A land has been acquired by German subsidiary Peker GYO Global GMBH in Solingen in the North Rhine-Westphalia Region of Germany. The construction works are ongoing.

A land has been acquired by German subsidiary Blue Stone Investment GMBH in

Grevenbroich in the North Rhine-Westphalia Region of Germany. The project development works are underway.

In addition, 100% shares of Nordstern Düsseldorf GMBH, which has a land investment in Düsseldorf, Germany, have been purchased by our Company as part of its overseas investment plans. The land of 9.163 m2 being adjacent to our existing land has been purchased by that company and the combined development of both lands is underway.

On the other hand, Peker GYO Spain SL, our fully owned subsidiary in Spain has acquired the residential units numbered 18 and 19 for 1,400,000 € from Urbanisation Oasis Club in Malaga, Marbella, Spain, and the said property has been sold out for 2.100.000 Euro in 2023. Two new lands have been purchased by that subsidiary in the current period and modular house projects are being carried out on these lands.

In addition, 100% shares of Peker GMBH have been purchased by our company, and rental income is obtained from the Northgate project and a villa-type residence owned by the company.

5.2 Information about current sales, profitability, income raising capacity, efficiency and debit / shareholders' equity ratio compared to previous years and other particulars to give an idea of the company's activities and futurelooking expectations:

The comparative financial statements of company for the period 31.12.2023 and 31.03.2024 are provided below.

5.3 Determination of whether or not the corporate capital lack any provision or sunken and evaluations of the management body in this respect:

Our company is not in a financially insolvent position and it is not a sunken company.

5.4 Measures planned to improve the financial structure of the Company, if any:

None.

5.5 OTHER PARTICULARS

In accordance with the Board of Directors' resolution dated March 12, 2024, under the program initiated for the repurchase of 25,000,000 shares with a nominal value of 25,000,000 Turkish Liras between March 12, 2024, and March 11, 2025, the Company has purchased a total of 3,508,691 shares, equivalent to 0.52% of the Company's capital, by paying a total amount of 72,133,458 Turkish Liras including transaction costs as of March 31, 2024, based on the transactions settled.

On March 28, 2024, 200,000 shares with a nominal value of 200,000 Turkish Liras were purchased for 2,060,000 Turkish Liras excluding transaction costs, and their settlement had

not been completed as of March 31, 2024. After the balance sheet date, 19,741,309 shares with a nominal value of 19,741,309 Turkish Liras were purchased for 164,971,382 Turkish Liras excluding transaction costs.

Additionally, on June 11, 2024, the Company issued a financing bond with ISIN code TRFPEGY92414, an annual compound interest rate of 72.06%, a nominal value of 200,199,655 Turkish Liras, and a maturity date of September 30, 2024, without coupon payment, through a qualified investor sale.

On June 13, 2024, the Company executed the sale of shares with a nominal value of 33,000,000 TL at a price of 7.40 TL to Hedef Portfolio Management Inc. With this transaction, Hasan Peker's shares in the Company's capital reached 34.24% as of June 13, 2024.

On June 11, 2024, a real estate sales promise contract was signed with Tenet Construction and Industry Trade Inc. for the purchase of 73 independent sections in the Tenet Topkapı Prime Project, which is under construction on the real estate located at parcel 11, block 3326, Merkez Efendi District, Zeytinburnu, Istanbul. According to the report dated June 6, 2024, by Net Corporate Real Estate Valuation and Consultancy Inc., these sections were valued at 792,200,000 Turkish Liras excluding VAT and were agreed to be purchased as turnkey delivery for 832,134,745 Turkish Liras excluding VAT.

5.6 Financial Position Statement

The comparative consolidated financial position statement (*) of company as of 31.03.2024 is as follows:

Unaudited Audited
Current period Prior period
Note March 31, 2024 December 31, 2023
Current assets 1.949.047.851 1.992.374.039
Cash and cash equivalents 4 87.149.848 66.313.516
Financial investments 5 119.062.868 107.158.779
Trade receivables
Due from related parties 7-18 158.818.136 170.559.716
Due from third parties 7 755.152.617 812.330.774
Other receivables
Due from related parties 8-18 3.498.438 3.667.530
Due from third parties 8 11.285.975 4.432.814
Inventories 9 340.062.002 340.062.002
Prepaid expenses
Due to related parties 10-18 428.266.489 414.658.670
Due to third parties 10 7.429.800 7.599.838
Current income tax assets 43.220 36.702
Other current assets 11 38.278.458 65.553.698
Non-current assets 4.477.031.767 4.802.921.080
Financial investments 5 899.113 899.113
Other receivables
Due from third parties 8 915.960 986.496
Investment properties 12 4.386.408.934 4.712.653.576
Property, plant and equipment 13 63.579.348 62.808.244
Prepaid expenses
Due to related parties 10-18 13.920.920 14.992.334
Deferred tax assets 17 11.307.492 10.581.317
Total assets 6.426.079.618 6.795.295.119

Unaudited Audited

Current period Prior period
Note March 31, 2024 December 31, 2023
Current liabilities 542.257.699 415.519.228
Short-term borrowings 6 238.319.595 136.998.682
Short-term portion of long-term borrowings 6 86.884.392 6.009.836
Short-term leasing liabilities 6 25.360.812 36.447.405
Trade payables
Due to related parties 7-18 1.275.501 1.105.454
Due to third parties 7 113.486.915 137.784.387
Contract liabilities 10 75.000 292.826
Employee benefit obligations 1.246.455 931.505
Other payables
Due to related parties 8-18 5.043.250 1.877.419
Due to third parties 8 61.247.156 35.526.568
Provisions
Other provisions 15.661 414.880
Other current liabilities 11 9.302.962 58.130.266
Non-current liabilities 2.445.634.455 2.548.514.148
Long-term borrowings 6 2.218.266.473 2.308.360.587
Long-term leasing liabilities 6 17.928.174 17.885.391
Other payables
Due to related parties 8-18 1.239.723 1.335.138
Provisions
Provision for employee benefits 756.507 570.580
Deferred tax liabilities 17 207.443.578 220.362.452
Equity 3.438.187.464 3.831.261.743
Equity holders of the parent 3.216.537.196 3.597.108.026
Paid-in capital 15 669.833.747 669.833.747
Adjustment to share capital 15 2.157.328.010 2.157.328.010
Treasury shares 15 (72.133.458) -
Share premium 18.125 18.125
Other accumulated comprehensive income and
expense not to be reclassified to profit or loss
Gain/ (loss) arising from defined benefit plans (721.044) (611.673)
Other accumulated comprehensive income and
expense to be reclassified to profit or loss
Currency translation differences (762.292.463) (582.054.949)
Effect of combinations of businesses under
common control (1.639.343.368) (1.639.343.368)
Restricted reserves 15 204.743.193 132.609.735
Retained earnings 2.787.194.941 1.754.638.859
Net profit for the period (128.090.487) 1.104.689.540
Non-controlling interest 221.650.268 234.153.717

5.7 Profit & Loss Statement

The comparative consolidated profit-loss statement (*) of company for the period 01 January 2024 – 31 March 2024 is as follows:

Unaudited Audited
Current period Prior period
January 1- January 1-
Note March 31, 2024 March 31, 2023
Revenue 19 29.120.235 73.027.641
Cost of sales (-) 19 (23.766) (67.926.561)
Gross loss 29.096.469 5.101.080
General administrative expenses (-) 20 (30.705.561) (45.572.037)
Other income from operating activities 21 234.261.771 100.243.866
Other expenses from operating activities (-) 21 (74.174.364) (48.441.719)
Operating profit 158.478.315 11.331.190
Income from investment activities 22 3.339.066 -
Expenses from investment activities (-) 22 (30.642.502) -
Operating income before financial income 131.174.879 11.331.190
Finance income 23 912.792 580.136
Finance expenses (-) 23 (79.256.151) (28.968.669)
Net monetary position gain/(loss) (163.279.730) (126.417.146)
Loss before tax from continuing operations (110.448.210) (143.474.489)
Tax income/ (expense), continuing operations (13.819.185) 1.450.854
Taxes on expense 17 - -
Deferred tax expenses (-) 17 (13.819.185) 1.450.854
Net income (124.267.395) (142.023.635)
Equity holders of the parent (128.090.487) (142.023.635)
Non-controlling interest 3.823.092 -

5.8 Share Performance

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Our company's shares were offered to the public on February 15-16, 2018 at a price of 0.65 TRY* per share and started to be traded on Istanbul Stock Exchange as of February 21, 2018.

The share price, which remained flat for a while in the period following the initial public offering, due to the repurchase commitment offered for 45 days as part of initial public offering incentives, showed an upward movement in the April-December period and reached its peak level for that period on 27 December 2018. After the correction movement, it dropped to its all-time low (0.45 TRY (*)) as of 12 March 2020. Afterwards, the share price started to rise again and reached 3.55 TRY(*) on 03 September 2020.

The share price, which entered the year 2021 at the level of 2.26 TRY, made daily closings at 0,92TRY(*) on August 19 and 20 and October 6, 15 and 18 due to the drop in the price following the capital increase approval decision and the exercise of the pre-emptive right. Finally, as a result of the withdrawals in the stock market in parallel with the declining exchange rate, with the announcement of TRY-value maintaining deposits after the exchange rate fluctuations, it closed at the level of 0.89 TRY(*), the lowest for 2021, on 28.12.2021. And finally, the closing price of the year was 0.91 TRY*.

The share price, which started the year 2022 at 0.91 TRY, was traded at a level of 0.81 TRY(*) on 24.02.2022 due to the negative effects of the Russia-Ukraine war on the markets. Afterwards, it increased with the reactive buys it received at this level and closed the year 2022 at a price of 3,53 TRY. The share price, which followed a generally favorable course in 2023, closed the year in 2023 at 32,78 TRY and maintained its favorable course at the beginning of 2024 and closed the day at the all-time high (37,38 TRY) on 05.02.2024, and then the share price fell and closed the day at 7,50 TRY* on 13.06.2024.

* The price adjusted for the capital increase transactions performed after the initial public offering.

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5.9 Checking Compliance with Portfolio Limitations

7 Foreign Currency Time Deposit-Drawing / Special Current-Participation Account and TRY Time Deposit / Participation

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Checklist for our Company's compliance with portfolio limitations is given below.

Main Accounting Items of the Financial Table
Relevant
Regulation
31.Mar.24 31.Dec.2023
A Money and capital market instruments III-48.1. Art. 24 / (b) 102.065.336 36.294.703
B Real Estates, Real Estate-Based Projects, Real Estate-Based Rights, Real Estate Investment Fund III-48.1. Art. 24 / (a) 2.882.786.586 2.918.595.195
Participation Shares and companies within the scope of sub-paragraph (ç) of the first paragraph of
Article 28, in which they have 100% participation.
C Affiliates III-48.1. Art. 24 / (b) 319.320.408 319.320.408
Receivables due from related parties (non-commercial) III-48.1. Art. 23 / (f)
Other assets 2.295.084.057 2.390.389.462
D Total of Assets (Total of Assets) 5.599.256.387 5.664.599.768
E Financial obligations III-48.1. Art. 31 346.780.215 115.950.431
F Other financial obligations III-48.1. Art. 31 - -
G Financial leasing obligations III-48.1. Art. 31 43.288.986 54.332.796
H Due to related parties (non-commercial) III-48.1. Art. 23 / (f) - -
I Shareholder's equity III-48.1. Art. 31 4.259.145.128 4.495.276.770
Other liabilities 950.042.058 999.039.771
D Total of Liabilities (Total of Liabilities) 5.599.256.387 5.664.599.768
Non-consolidated (individual) other financial information
Relevant
Regulation
31.Mar.24 31.Dec.2023
A1 The portion of the money and capital market instruments held for 3-year real estate payments III-48.1. Art. 24 / (b)
A2 Foreign Currency Time Deposit-Drawing / Special Current-Participation Account and TRY Time III-48.1. Art. 24 / (b) 17.809.816 2.430.767
Deposit / Participation Account
A3 Foreign capital market instruments III-48.1. Art. 24 / (d)
B1 Foreign real estates, real estate-based projects, real estate-based rights III-48.1. Art. 24 / (d) 17.765.915 17.765.915
B2 Idle lands / parcels of lands III-48.1. Art. 24 / (c)
C1 Foreign affiliates III-48.1. Art. 24 / (d) 2.401.664.945 2.401.664.945
C2 Participation in the operating company III-48.1. Art. 28
J Non-cash loans III-48.1. Art. 31
K Mortgage prices of the mortgaged parcels of lands on which the project will be developed and which III-48.1. Art. 22 / (e)
do not belong to the partnership
L The sum of money and capital market instruments investments in a single company III-48.1. Art. 22 / (l) 84.255.000 69.671.947
Non-consolidated (individual) other financial information Relevant Regulation 31.Mar.24 31.Dec.2023 Minimum/
Maximum rate
1 Mortgage prices of the mortgaged parcels of lands on which the project will be developed and which do not belong to the III-48.1. Art. 22 / (e) 0,00% 0,00% Max. 10%
partnership
Real Estates, Real Estate-Based Projects, Real Estate-Based Rights, Real Estate Investment Fund Participation Shares
2
and companies within the scope of sub-paragraph (ç) of the first paragraph of Article 28, in which they have 100%
participation
III-48.1. Art. 24 / (a).(b) 51,49% 51,52% Min. 51%
3 Money and capital market instruments and Affiliates III-48.1. Art. 24 / (b) 7,53% 6,28% Min. 49%
4 Foreign real estates, real estate-based projects, real estate-based rights, Affiliates, Capital Market Instruments III-48.1. Art. 24 / (d) 43,21% 42,71% Max. 49%
5 Idle lands / parcels of lands III-48.1. Art. 24 / (c) 0,00% 0,00% Max. 20%
6 Participation in the operating company III-48.1. Art. 28/1 (a) 0,00% 0,00% Max. 10%
7 Borrowing Limit III-48.1. Art. 31 9,16% 3,79% Max. 500%

Account III-48.1. Art. 24 / (b) 0,32% 0,04% Max. 10% 9 The sum of money and capital market instruments investments in a single company III-48.1. Art. 22 / (l) 1,50% 1,23% Max. 10%

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