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RÖNESANS GAYRİMENKUL YATIRIM A.Ş.

AGM Information Dec 15, 2025

9147_rns_2025-12-15_53b95c32-1e40-4667-8a29-bd4f96d4e8a1.pdf

AGM Information

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RÖNESANS GAYRİMENKUL YATIRIM ANONİM ŞİRKETİ

MERSIS NO: 0735057469900001

Company Address: Çankaya Mah. Atatürk Bul. No: 144/146 Çankaya / Ankara

FROM THE CHAIRMANSHIP OF THE BOARD OF DIRECTORS

NOTICE OF INVITATION TO THE EXTRAORDINARY GENERAL ASSEMBLY MEETING

The Extraordinary General Assembly Meeting of our Company shall convene on 15.12.2025 Monday at 10:00 at the address of Çankaya Mahallesi Atatürk Bulvarı No:144-146 Çankaya/Ankara, in order to discuss and resolve the agenda items listed below.

The Financial Statements for the interim accounting period of 01.01.2025 – 30.09.2025, the Independent Audit Firm's Report, the Board of Directors' Proposal on Dividend Distribution, the Sustainability Report, the General Assembly Informative Document, the Proxy Form, and all documents required to be submitted for the review of shareholders before the general assembly meeting pursuant to the applicable legislation shall be made available for the review of our esteemed Shareholders at least three weeks prior to the meeting date, excluding the meeting and announcement dates, and within the statutory period, at our Company's headquarters located at Çankaya Mah. Atatürk Bul. No:144/146 Çankaya / Ankara, at our branches, on our Company's website at www.rgy.com.tr, on the Public Disclosure Platform, and on the Electronic General Assembly System ("e-GAS").

Shareholders who will not be able to attend the meeting in person are required to duly complete their proxy documents in accordance with the attached sample, have their signatures notarized, comply with the other requirements set forth by the Capital Markets Board's "Communiqué on Voting by Proxy and Proxy Solicitation" (II-30.1), and submit the completed proxy documents to our Company. A sample proxy form may also be obtained from our Company's headquarters or from our Company website at www.rgy.com.tr. A proxy appointed via e-GAS may attend the General Assembly Meeting both physically and electronically without the need to present an additional hard-copy proxy document. A proxy attending the meeting physically, whether appointed by a notarized proxy or through e-GAS, must present identification at the meeting.

Shareholders or their representatives wishing to attend the Extraordinary General Assembly Meeting electronically must fulfill their obligations in accordance with the provisions of the "Regulation on General Assembly Meetings of Joint Stock Companies to be Held Electronically," published in the Official Gazette dated 28 August 2012 and numbered 28395, and the "Communiqué on the Electronic General Assembly System to be Applied in General Assemblies of Joint Stock Companies," published in the Official Gazette dated 29 August 2012 and numbered 28396. Information regarding such procedures may be obtained from the Central Securities Depository (CSD) or via CSD's website at www.mkk.com.tr.

At the Ordinary General Assembly Meeting, the voters shall use the open voting system by raising hands, without prejudice to the provisions of electronic voting regarding the voting of each item on the agenda.

If our shareholders wish to attend the Extraordinary General Assembly Meeting, they are not required to deposit their shares with any institution under the provisions of the Turkish Commercial Code No. 6102 and the Capital Markets Law No. 6362. Shareholders wishing to attend the General Assembly Meeting must comply with the procedures announced by the CSD. Shareholders whose names appear on the list of attendees prepared based on the "shareholder list" provided by the CSD may attend the General Meeting. The verification of whether individuals physically present at the meeting venue are shareholders or representatives will be conducted using the list mentioned before.

We hereby inform our shareholders.

RÖNESANS GAYRİMENKUL YATIRIM ANONİM ŞİRKETİ BOARD OF DIRECTORS

Kamil YANIKÖMEROĞLU Sercan YÜKSEL

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AGENDA OF THE EXTRAORDINARY GENERAL ASSEMBLY MEETING DATED 15.12.2025

  • 1. Opening and election of the Chairmanship of the Meeting,
  • 2. Discussion and approval of the Board of Directors' proposal regarding the distribution of dividends from the 'Retained Earnings' account included in the interim financial statements for the period 01.01.2025 – 30.09.2025 (including financial statements for the period ending on 31.12.2024, provided for comparison purposes with the current period), prepared in accordance with the Tax Procedure Law and within the framework of the Company's Dividend Distribution Policy,
  • 3. Approval of the Board of Directors' appointment of the independent audit firm for the sustainability audit for the years 2024 and 2025, in accordance with the regulations of the Public Oversight, Accounting, and Auditing Standards Authority,
  • 4. Informing the shareholders on the Sustainability Report for the year 2024, which has been prepared in accordance with the Turkish Sustainability Reporting Standards and subjected to mandatory sustainability assurance audit pursuant to the regulations of the Public Oversight, Accounting and Auditing Standards Authority,
  • 5. Informing the shareholders on the Sustainability Committee established by the Board of Directors and its working principles,
  • 6. Informing the shareholders on Information Security Policy approved by the Board of Directors,
  • 7. Wishes and closing remarks.

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POWER OF ATTORNEY

RÖNESANS GAYRİMENKUL YATIRIM ANONİM ŞİRKETİ

TO THE CHAIRMAN OF THE BOARD OF DIRECTORS

I hereby appoint, whose identification details are provided below, as my
proxy to represent me, vote, make proposals, and sign the necessary documents on my behalf in line with
the views I have stated below at the Extraordinary General Assembly Meeting of Rönesans Gayrimenkul
Yatırım Anonim Şirketi, which will be held on 15.12.2025 Monday at 10:00 at the address of Çankaya
Mahallesi Atatürk Bulvarı No:144-146 Çankaya/Ankara.

Information of the Proxy (*):

Name Surname / Trade Name:

Turkish ID No / Tax No, Trade Registry and Number, and MERSIS Number:

(*) For foreign proxies, it is obligatory to submit the equivalents of the above information, if available.

A) Scope of the Authorization

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

1. Regarding Matters on the General Meeting Agenda

  • a. The Proxy is authorized to vote according to his/her own opinion
  • b. The proxy is authorized to vote in accordance with the company management
  • c. The proxy is authorized to vote in accordance with the instructions specified in the table below.

Instructions:

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

Agenda Items (*) Accept Reject Dissenting
Opinion
1. Opening and election of the Chairmanship of the Meeting,
2. Discussion and approval of the Board of Directors' proposal
regarding the distribution of dividends from the 'Retained
Earnings' account included in the interim financial statements
for the period 01.01.2025 – 30.09.2025 (including financial
statements for the period ending on 31.12.2024, provided for
comparison purposes with the current period), prepared in
accordance with the Tax Procedure Law and within the
framework of the Company's Dividend Distribution Policy,
3. Approval of the Board of Directors' appointment of the
independent audit firm for the sustainability audit for the years
2024 and 2025, in accordance with the regulations of the Public
Oversight, Accounting, and Auditing Standards Authority,
4. Informing the shareholders on the Sustainability Report for the
year 2024, which has been prepared in accordance with the
Turkish Sustainability Reporting Standards and subjected to
mandatory sustainability assurance audit pursuant to the
regulations of the Public Oversight, Accounting and Auditing
Standards Authority,

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Agenda Items (*) Accept Reject Dissenting
Opinion
5. Informing the shareholders on the Sustainability Committee
established by the Board of Directors and its working principles,
6. Informing the shareholders on Information Security Policy
approved by the Board of Directors,
7. Wishes and closing remarks.

(*)No voting takes place on informational items.

  • 2. Special instructions regarding other matters that may come up during the General Assembly meeting and, in particular, the exercise of minority rights:
  • a) The proxy is authorized to vote according to his/her own opinion.
  • b) The proxy is not authorized to represent in these matters.
  • c) The proxy is authorized to vote in accordance with the following specific instructions.
  • SPECIAL INSTRUCTIONS; Any special instructions to be given by the shareholder to the proxy are specified here.
  • B) The shareholder specifies the shares to be represented by the proxy by choosing one of the following options.
  • 1. I hereby confirm that the proxy represents the shares specified in detail as follows.
  • a) Class and series (*):
  • b) Number / Group ():**
  • c) Quantity Nominal value:
  • ç) Whether the shares carry any voting privilege:
  • d) Whether the shares are bearer or registered (*):
  • e) Ratio of the shareholder's total shares / voting rights:
  • * 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 (*): Turkish ID No / Tax No, Trade Registry and Number, and MERSIS Number: Address:

(*) For foreign shareholders, it is obligatory to submit the equivalents of the above information, if available.

SIGNATURE

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