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 and Election of the Chair of the Meeting | ||||||||||||||||||
2 - Authorizing the Chair of the Meeting to sign the General Assembly Meeting Minutes | ||||||||||||||||||
3 - Pursuant to the Board of Directors' Resolution No. 2026/5 dated February 26, 2026, the notice required under Article 171 of the Turkish Commercial Code was published on March 3, 2026; and that, in accordance with this notice, the General Meeting was informed that the Division Plan, the Division Report, the audited Financial Statements and Activity Reports for the last three years, the Announcement Text approved by the Capital Markets Board, and the real estate appraisal report prepared regarding the asset subject to the division are available for review. | ||||||||||||||||||
4 - The notices required to be published pursuant to Article 174 of the Turkish Commercial Code were also published on March 3, 2026, March 11, 2026, and March 19, 2026; that the three-month period granted to creditors to file claims and request security has expired; and that no claims were received during this period. Shareholders should be informed of these matters. | ||||||||||||||||||
5 - Since the assets and liabilities to be transferred by the company as part of the partial spin-off do not meet the materiality criteria set forth in Article 6 of the Capital Markets Board's Communiqué No. II-23.3 on "Transactions of a Material Nature and the Right of Withdrawal," and pursuant to the provisions of Article 5/2/b of said Communiqué, shareholders should be informed that the aforementioned partial spin-off transaction does not constitute a transaction of significant nature and, furthermore, that pursuant to subparagraph (ç) of the first paragraph of Article 15 of the aforementioned Communiqué, no right of withdrawal arises for our shareholders in connection with this partial spin-off transaction conducted under the simplified procedure. | ||||||||||||||||||
6 - At its meeting held on June 24, 2026, under No. 39/1160, the CMB's Decision-Making Body resolved to approve the announcement text prepared regarding the partial spin-off transaction; and the CMB, via its letter dated June 29, 2026, No. E-65171090-340. 05.05-93340, and that the approved announcement text was published on KAP and the Company's website | ||||||||||||||||||
7 - Presenting the Certified Public Accountant's Report to the General Assembly for Approval (Due to character limits, the agenda item has been abbreviated in the meeting notice.) | ||||||||||||||||||
8 - Our company's "Report on the Determination of Net Assets in a Partial Spin-off ("YMM Report")," a portion of the Company's assets specified in the Division Plan and Division Report , to be submitted to the General Meeting for approval, regarding the partial division of the Company by transferring a portion of its assets, as specified in the Division Plan and Division Report, to a company to be established with the Istanbul Trade Registry Directorate in accordance with Articles 19 and 20 of the Corporate Tax Law and the provisions of the Turkish Commercial Code relating to partial division, under the principles of universal succession | ||||||||||||||||||
9 - Submission to the general meeting for approval of the transfer of the shares to be acquired in the newly established company as a result of the partial spin-off to Akfen Real Estate Investment Trust A.Ş., which is the company transferring a portion of its assets through the spin-off | ||||||||||||||||||
10 - Submission of the Spin-off Plan dated February 26, 2026, included in Appendix 1 and prepared for the purpose of a partial spin-off, to the general meeting for approval | ||||||||||||||||||
11 - Submission of the Spin-off Report dated February 26, 2026, included in Appendix 2 and prepared for the purpose of a partial spin-off, to the general meeting for approval | ||||||||||||||||||
12 - Wishes, good wishes, and closing remarks | ||||||||||||||||||
Corporate Actions Involved In Agenda | ||||||||||||||||||
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General Assembly Results | ||||||||||||||||||
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Decisions Regarding Corporate Actions | ||||||||||||||||||
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Additional Explanations | ||||||||||||||||||
The minutes of the Extraordinary General Meeting and the attendance list for the Extraordinary General Meeting are attached. |
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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