E-General Assembly Information Document
INFORMATION NOTE REGARDING THE ORDINARY GENERAL ASSEMBLY MEETING OF REYSAŞ REAL ESTATE INVESTMENT TRUST CO. INC. DATED APRIL 26, 2023 FOR THE YEAR 2022
1. INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING DATED APRIL 26, 2023
The Ordinary General Assembly Meeting of our Company will be held on Wednesday, April 26, 2023 at 10:00 AM at the address Küçük Çamlıca Mah. Erkan Ocaklı Sok. No:13 Üsküdar / İstanbul / Türkiye to review the operations of the year 2022 and to discuss and resolve the agenda items stated below.
Our shareholders who cannot attend the meeting in person are required to arrange their proxy documents in accordance with the sample provided in Annex-1 or to obtain a proxy form from our Company headquarters or from our website www.reysasgyo.com.tr. In this regard, they must also fulfill the requirements of the Communiqué No. II.30.1 on "Voting by Proxy and Collection of Proxies via Call" published in the Official Gazette dated 24.12.2013 and numbered 28861, and submit the notarized proxy to the Company. Proxies that are not in compliance with the mandatory format specified in the said Communiqué, which is also provided below, will not be accepted due to our legal responsibilities.
Shareholders who will vote via the Electronic General Assembly System are kindly requested to obtain information from the Central Registry Agency (https://egk.mkk.com.tr/egkweb/), our corporate website www.reysasgyo.com.tr or our Company headquarters (Tel: +90 216 564 20 00) to perform transactions in accordance with the relevant legislation and regulations.
In accordance with Article 415, paragraph 4 of the Turkish Commercial Code No. 6102 and Article 30, paragraph 1 of the Capital Markets Law, the right to attend the General Assembly and to vote cannot be subject to the condition of depositing shares. In this framework, there is no need for our shareholders to block their shares if they wish to attend the General Assembly Meeting.
With the exception of electronic voting procedures, open voting will be carried out by a show of hands during the General Assembly Meeting.
The Financial Statements for the 2022 Fiscal Year, the Independent Audit Report, the Profit Distribution Proposal, the Annual Report (including compliance with Corporate Governance Principles and Sustainability Principles), the agenda items, and this detailed Information Note including explanations in accordance with Capital Markets Board regulations will be available for one year from three weeks prior to the meeting at the Company headquarters, on the corporate website www.reysasgyo.com.tr and on the Electronic General Assembly System of the Central Registry Agency for our shareholders’ review. Additionally, information notes including disclosures as per the Corporate Governance Communiqué No. II-17.1 of the Capital Markets Board will also be available on the same date on our Company's website.
In accordance with the Law on the Protection of Personal Data No. 6698, detailed information regarding the processing of your personal data by our Company can be accessed via the "Reysaş Real Estate Investment Trust Co. Inc. Personal Data Retention and Destruction Policy" published on the website www.reysasgyo.com.tr.
All stakeholders are invited to our General Assembly meeting. Pursuant to the Capital Markets Law, no additional notification via registered mail will be sent to shareholders holding registered shares traded on the stock exchange.
This is respectfully submitted to the attention of the public and our esteemed shareholders.
REYSAŞ REAL ESTATE INVESTMENT TRUST CO. INC.
BOARD OF DIRECTORS
Company Address: Küçük Çamlıca Mah. Erkan Ocaklı Sok. No:13 Üsküdar / İstanbul / Türkiye
Trade Registry No: İstanbul / 676891
MERSIS No: 0735-0641-8170-0013
2. ADDITIONAL DISCLOSURES IN ACCORDANCE WITH CMB REGULATIONS
Pursuant to the Communiqué on Corporate Governance No. II-17.1, which came into force on January 3, 2014, of the Capital Markets Board ("CMB"), the additional disclosures that must be made regarding the agenda items have been included under the relevant agenda item below. Other mandatory general disclosures are provided in this section:
2.1. Shareholding Structure and Voting Rights
As of the date of this Information Document, the total number of shares and voting rights representing the Company's shareholding structure, the number of privileged shares in the capital if any, and their voting rights and the nature of privileges are as follows:
| Shareholder Title | Group | Amount | Total Amount | Ratio | Total Ratio |
|---|---|---|---|---|---|
| Reysaş | A | 1,176,471 | 309,718,981 | 0.24% | 61.94% |
| B | 308,542,510 | 61.71% | |||
| Egemen Döven | B | 40,850,000 | 40,850,000 | 8.17% | 8.17% |
| Publicly Traded | B | 149,431,018 | 149,431,018 | 29.89% | 29.89% |
| TOTAL | A+B | 500,000,000 | 500,000,000 | 100% | 100% |
The Company's capital is 500,000,000 TL, divided into 500,000,000 shares, each with a nominal value of 1 TL (One Turkish Lira), consisting of 1,176,470.636 registered A group shares and 498,823,529.364 bearer B group shares. The entire capital is fully paid. The Registered Capital Ceiling is 1,000,000,000 TL.
The shares of our Company are divided into A and B groups. There is no voting privilege. However, 4 of the 6 Board Members are elected from among the candidates nominated by holders of A group shares. A group shares represent 0.24% and B group shares represent 99.76% of the capital.
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