Copyright © 2025 KAP
Central Securities Depository & Trade Repository of Türkiye
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General Assembly Invitation | ||||||||||||||||||||||
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Agenda Items | ||||||||||||||||||||||
1 - Opening, the election of the Presidential Board | ||||||||||||||||||||||
2 - Authorization of the Chair of the Meeting for signing of the Minutes of the General Assembly Meeting | ||||||||||||||||||||||
3 - Reading the Annual Report for the year 2025 prepared by the Company's Board of Directors and its conclusion | ||||||||||||||||||||||
4 - Discussion and approval of the Annual Report for 2025 prepared by the Company's Board of Directors | ||||||||||||||||||||||
5 - Reading the Summary of the Independent Audit Report for the fiscal year 2025 | ||||||||||||||||||||||
6 - The Financial Statements for the 2025 fiscal year are deemed to have been read | ||||||||||||||||||||||
7 - Discussion and approval of the Financial Statements for the fiscal year 2025 | ||||||||||||||||||||||
8 - Separately acquitting the members of the Board of Directors for the activities of the Company for the year 2025 | ||||||||||||||||||||||
9 - Submission of the Dividend Distribution Policy set forth in Annex 1, as disclosed on the Public Disclosure Platform (KAP) on September 23, 2025, for approval by the general meeting | ||||||||||||||||||||||
10 - In accordance with the Board of Directors' resolution No. 2026/7 dated April 7, 2026, and the Dividend Distribution Table in Annex 2, the proposal regarding the distribution of dividends and the authorization of the Board of Directors to determine the method and dates of payment shall be submitted to the General Meeting for approval | ||||||||||||||||||||||
11 - Providing shareholders with information regarding the roles and responsibilities of candidates for the Board of Directors, both within and outside the group, including independent members | ||||||||||||||||||||||
12 - Election of new Board Members in accordance with the positive opinion expressed by the Capital Markets Board (SPK) in its letter dated March 5, 2026, regarding candidates for independent board members, and the recommendation of the Nomination Committee | ||||||||||||||||||||||
13 - Determination of the terms of office of Board of Directors members | ||||||||||||||||||||||
14 - Determining the monthly compensation of the Board of Directors members, taking into account the opinion of the Compensation Committee | ||||||||||||||||||||||
15 - Pursuant to the resolution of the Board of Directors dated 16.01.2026 and numbered 2026/1 in line with the regulations of the Turkish Commercial Code and the Capital Markets Board, determination of the appraisal companies Smart Kurumsal Gayrimenkul Değerleme ve Danışmanlık A.Ş. and Epos Gayrimenkul Danışmanlık ve Değerleme A.Ş. as the appraisal companies that will provide appraisal services for the assets that may be included in the Company's portfolio in 2025 and that require appraisal, to be submitted to the approval of the General Assembly | ||||||||||||||||||||||
16 - In accordance with the regulations of the Turkish Commercial Code (TTK) and the Capital Markets Board (SPK), pursuant to the Board of Directors' decision dated January 16, 2026, No. 2026/1, regarding the designation of Smart Corporate Real Estate Valuation and Consulting Inc. and TSKB Real Estate Valuation Inc. as the entities to be used for the valuation of assets to be acquired by the Company's portfolio in 2026 and requiring valuation, to be submitted to the General Assembly for approval | ||||||||||||||||||||||
17 - Pursuant to Paragraph 4 of Article 35 of the Communiqué on the Principles Governing Real Estate Investment Trusts No. III-48.1, through special-purpose companies in which our Company's wholly-owned subsidiary, Akfen Bafra Real Estate Trading and Construction Inc., holds a 100% direct and indirect ownership interest, and which are included in the portfolio in the United States and may be added to the Company's portfolio in the United States directly or indirectly through special-purpose companies by 2026, portfolio in the United States, the matter of obtaining appraisal services from Moody Williams Appraisal Group, LLC—which provides appraisal services through appraisers authorized by the State of Florida for real estate appraisals—for each asset requiring an appraisal shall be submitted to the general meeting for approval. | ||||||||||||||||||||||
18 - Submission to the General Meeting for approval of the decision to designate DRT Independent Audit and Certified Public Accountant Firm Inc. as the independent audit firm to be engaged for the year 2026, in accordance with the regulations of the Turkish Commercial Code (TTK) and the Capital Markets Board (SPK) | ||||||||||||||||||||||
19 - Providing shareholders with information regarding the Company's donations made in 2025 and establishing an upper limit for donations to be made in 2026, and submitting the proposed upper limit to a vote | ||||||||||||||||||||||
20 - In accordance with CMB regulations, providing shareholders with information regarding income or benefits derived from guarantees, pledges, mortgages, and sureties granted in favor of third parties in 2025 | ||||||||||||||||||||||
21 - In accordance with CMB regulations, providing shareholders with information regarding transactions carried out with Related Parties that fall under the scope of the Corporate Governance Communiqué in 2025 | ||||||||||||||||||||||
22 - Pursuant to the CMB Decision-Making Body's Principle Decision No. i-SPK.22.9 (dated March 19, 2025, No. 16/531), its Decision No. 18/574 dated March 23, 2025, and the provisions of the "Regulation on Repurchased Shares" No. II -22.1, regarding the transactions conducted under the share buyback program initiated pursuant to our Company's Board of Directors Decision No. 2025/3 dated March 25, 2025 | ||||||||||||||||||||||
23 - As stated in our Company's KAP announcement dated April 25, 2025, through Bafra Real Estate Investments (Florida), Inc.—in which our Company's wholly-owned subsidiary, Akfen Bafra Gayrimenkul Ticareti ve İnşaat A.Ş., holds a 100% stake— , to acquire a 32.5% stake in EA FOUNTAINS SENIOR CARE, LLC, the owner of the "Fountains North Tract" property in Florida, as part of the second phase of the senior care center investment in St. Johns County, and to inform shareholders regarding the disbursement of a $2,000,000 capital advance for this purpose. | ||||||||||||||||||||||
24 - In accordance with the CMB Corporate Governance Regulation, shareholders must be informed in 2025 regarding transactions involving controlling shareholders, members of the Board of Directors, senior executives, and their spouses and relatives by blood or marriage up to the second degree. | ||||||||||||||||||||||
25 - Discussion of the matter regarding the granting of authorization to shareholders holding controlling interests, members of the Board of Directors, senior executives, and their spouses and blood or affinity relatives up to the second degree, in accordance with Articles 395 and 396 of the Turkish Commercial Code, and submission of the matter to the general meeting for approval | ||||||||||||||||||||||
26 - Comments and suggestions, closing remarks | ||||||||||||||||||||||
Corporate Actions Involved In Agenda | ||||||||||||||||||||||
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Additional Explanations | ||||||||||||||||||||||
Our company's 2025 Annual General Meeting of Shareholders will be held on May 7, 2026, at 14:00 a.m. at our headquarters located at Levent Loft Building, Büyükdere Avenue, No. 201, Block C, 8th Floor, Levent, Istanbul. |
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.
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