General Assembly Meeting Invitation and Agenda

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

FROM THE BOARD OF DIRECTORS

INVITATION TO THE 2010 ORDINARY GENERAL ASSEMBLY MEETING

Trade Registry Number: 676891

Dear Shareholder,

The Ordinary General Assembly Meeting of our Company for the year 2010 will be held on April 28, 2011 at 12:00 p.m. at the address Abdurrahman Gazi Mahallesi, Güleryüz Caddesi No. 23, Sancaktepe – ISTANBUL.

It is hereby announced that shareholders without an entry card will not be allowed to attend the meeting, as per legal requirements.

The financial statements and profit/loss accounts, along with the Board of Directors and Auditor Reports for the year 2010, will be made available for shareholders’ review 15 days prior to the meeting at the Company headquarters at Abdurrahman Gazi Mah. Güleryüz Cad. No. 23, Sancaktepe – ISTANBUL, in accordance with the Turkish Commercial Code and Capital Markets Law.

In order for you or your representative to attend the meeting, the following conditions must be met:

1. In accordance with Article 360 of the Turkish Commercial Code, shareholders must submit their share certificates to the Shareholder Services Office at the Company headquarters at the address above and obtain an entry card no later than Thursday, April 21, 2011, at 17:00, or

2. Shareholders wishing to attend the General Assembly must register themselves on the "General Assembly Blockage List" with the Central Securities Depository (MKK) by the same deadline. Those not on the list will not be able to attend or exercise their rights at the meeting.

As per Capital Markets Board Communiqué Serial IV No: 8, the updated proxy procedure is now legally required. Therefore, if you wish to be represented by proxy:

a) Fill out and notarize the attached proxy form and send it to the Company, or
b) Notarize the attached signature declaration and submit it along with the signed proxy form.

Yours sincerely,
BOARD OF DIRECTORS

PROXY / REPRESENTATION FORM SAMPLE

I/we hereby appoint Mr./Ms. …………………………..… as my/our proxy to represent me/us, cast votes, make proposals, and sign the necessary documents on my/our behalf in accordance with the following instructions at the 2010 Ordinary General Assembly Meeting of REYSAŞ REAL ESTATE INVESTMENT TRUST INC., to be held on April 28, 2011 at 12:00 p.m. at the Company headquarters, Abdurrahman Gazi Mahallesi, Güleryüz Caddesi No. 23, Sancaktepe – ISTANBUL.

A) SCOPE OF REPRESENTATION AUTHORITY

Please mark one of the following options:

a) The proxy is authorized to vote according to their own discretion on all agenda items.
b) The proxy is authorized to vote in line with the following instructions:
 Instructions: (Specific instructions should be stated.)
c) The proxy is authorized to vote in line with the proposals of the Company management.
d) The proxy is authorized to vote according to the instructions below for any other matters that may arise during the meeting.
 (If no instructions are provided, the proxy may vote freely.)
 Instructions: (Specific instructions should be stated.)

B) INFORMATION ABOUT THE SHAREHOLDER’S SHARES

a) Nominal value: Group A …………… TL, Group B …………… TL, Group C …………… TL
b) Share numbers: See attached list
c) Whether the shares have voting privileges: …………………
d) Series and tranche: …………………
e) Registered or bearer: …………………

Shareholder’s Name/Title:
Signature: …………………
Address: …………………
        …………………

NOTE:

1. One of the options (a), (b), or (c) in Section A must be selected. If (b) or (d) is chosen, specific instructions must be included.

2. If none of the options are selected, the proxy will act in accordance with general provisions.

3. If the proxy form is not notarized, a notarized signature circular or signature declaration of the shareholder must be attached.

SIGNATURE DECLARATION

I hereby declare that I will use the sample signature below for all future (Ordinary or Extraordinary) General Assembly Meetings of REYSAŞ REAL ESTATE INVESTMENT TRUST INC., in cases where I am represented by proxy, in accordance with the provisions of Capital Markets Board Communiqué Serial IV No: 8.

Date: ……/……/2011

DECLARANT

Name Surname:
Address:
Phone:
Signature: ___________________

REYSAŞ REAL ESTATE INVESTMENT COMPANY INC.

FROM THE CHAIRMANSHIP OF THE BOARD OF DIRECTORS

INVITATION TO THE 2011 ORDINARY GENERAL ASSEMBLY MEETING

Trade Registry No: 676891

Dear Shareholder,

At the meeting of our Board of Directors held on April 9, 2012, it was unanimously resolved that the Ordinary General Assembly Meeting of the Company for the year 2011 shall be held on Friday, May 4, 2012, at 11:30 a.m. at the address Abdurrahmangazi Mah. Güleryüz Cad. No:23, Sancaktepe, Istanbul, to discuss the attached agenda; and, following the approval of the Articles of Association at the General Assembly, a special meeting shall be held at 12:00 p.m. on the same day and at the same location with the A Group shareholders to discuss the proposed amendments to the Articles of Association in accordance with the provisions of the Turkish Commercial Code.

Shareholders who hold at least one registered share in their name may attend the meeting in person or via a proxy.

Shareholders attending in person are required to present:

• A valid identification document and an Investor General Assembly Blockage Form obtained from the Central Securities Depository regarding their dematerialized shares,

• In the case of legal entity shareholders, the authorization documents for the representatives and the Investor General Assembly Blockage Forms.

Shareholders who will not attend the meeting in person must submit the above-mentioned documents along with a notarized power of attorney (sample attached) to the Company Headquarters at least one week prior to the meeting during working hours. A sample proxy form is also available on the Company's website at www.reysasgyo.com.tr.

Shareholders wishing to participate in the General Assembly Meeting must register themselves in the "General Assembly Blockage List" of the Central Securities Depository (CSD). The blockage must remain in effect on the day of the meeting, and the General Assembly Blockage Report obtained from the CSD prior to the meeting will form the legal basis for attendance. It is hereby announced that shareholders not listed in the CSD Blockage List cannot legally attend the meeting.

The Board of Directors’ Annual Activity Report, the Auditors’ Report, the Independent Audit Report, the Balance Sheet, the Income Statement, the Board of Directors’ proposal regarding profit distribution, and the 2011 General Assembly Information Document are available for shareholders' review at the Company Headquarters and on the Company’s website at www.reysasgyo.com.tr.

In accordance with Article 11 of the Capital Markets Law, shareholders holding registered shares that are continuously traded on stock exchanges or other organized markets will not be separately notified via registered mail.

We kindly invite our esteemed shareholders to attend the meeting on the specified date and time.

Company Headquarters:
Abdurrahmangazi Mah. Güleryüz Cad. No:23
Sancaktepe - Istanbul

Sincerely,
Board of Directors

SAMPLE POWER OF ATTORNEY

I hereby appoint ................................................ as my proxy authorized to represent me, to vote, to make proposals, and to sign necessary documents on my behalf in accordance with my views as indicated below at the Ordinary General Assembly Meeting of Reysaş Real Estate Investment Company Inc. to be held on May 4, 2012, Friday, at 11:30 a.m. at Abdurrahmangazi Mah. Güleryüz Cad. No:23, Sancaktepe, Istanbul.

A) SCOPE OF REPRESENTATION AUTHORITY

(a) The proxy is authorized to vote in line with their own opinion on all agenda items.
(b) The proxy is authorized to vote in accordance with the instructions below.
Instructions: (Specify special instructions)
(c) The proxy is authorized to vote in line with the proposals of the Company management.
(d) The proxy is authorized to vote in line with the instructions below for any issues that may arise during the meeting.
(If no instruction is provided, the proxy may vote freely.)
Instructions: (Specify special instructions)

B) DETAILS OF THE SHAREHOLDER’S SHARES:

Series and Number of Shares
Quantity – Nominal Value
Whether Privileged in Voting
Registered or Bearer

NAME/SURNAME or TITLE OF THE SHAREHOLDER
SIGNATURE:
ADDRESS:

Note: One of the options (a), (b), or (c) in section (A) must be selected. If (b) or (d) is selected, an explanation must be provided.

AGENDA OF THE 2011 ORDINARY GENERAL ASSEMBLY MEETING
(Reysaş Real Estate Investment Company Inc.)

1. Opening and formation of the Presiding Committee

2. Authorization of the Presiding Committee to sign the minutes of the meeting

3. Reading and discussion of the Board of Directors’ Annual Report, Auditors’ Report, and Independent Audit Report for the year 2011

4. Reading, discussion, and approval of the 2011 Balance Sheet and Income Statement

5. Submission of the Company’s Profit Distribution Policy and resolution on the Board's proposal regarding 2011 profit distribution

6. Release of the Board Members for their activities in 2011

7. Release of the Auditors for their activities in 2011

8. Approval of the independent audit firm Güreli Yeminli Mali Müşavirlik ve Bağımsız Denetim Hizmetleri A.Ş. for auditing the 2012 financial statements

9. Authorization under Articles 334 and 335 of the Turkish Commercial Code

10. Disclosure regarding guarantees, pledges, and mortgages provided in favor of third parties and any benefits obtained

11. Discussion and approval of amendments to the Articles of Association in accordance with the Communiqué on Corporate Governance Principles, subject to prior approvals from the Capital Markets Board and the Ministry of Customs and Trade

12. Approval of appointments made to the Board of Directors during the year

13. Informing the General Assembly about changes in the Audit Committee during the year

14. Submission of the Company’s Donation Policy and information on donations made in 2011

15. Election of Board Members in accordance with CMB Communiqué Serial IV No:56

16. Election of Auditors in accordance with CMB Communiqué Serial IV No:56

17. Determination of remuneration for Board Members and Auditors

18. Information to be provided to the General Assembly regarding the Company’s Remuneration Policy

19. Granting authorization to the Board of Directors to repurchase up to 17,000,000 shares of the Company, representing 10% of the share capital, by allocating a maximum of TL 25,500,000 from Company resources in line with the Capital Markets Board’s decision dated 10.08.2011 and numbered 26/767, in order to stabilize share price fluctuations

20. Wishes and suggestions

AGENDA OF THE GENERAL ASSEMBLY MEETING OF (A) GROUP PRIVILEGED SHAREHOLDERS
(Reysaş Real Estate Investment Company Inc.)

1. Opening and formation of the Presiding Committee

2. Authorization of the Presiding Committee to sign the minutes of the meeting

3. Granting authorization to the Board of Directors to repurchase up to 17,000,000 Company shares, representing 10% of the share capital, using Company resources in an amount up to TL 25,500,000

4. Discussion and approval of the proposed amendments to the Articles of Association in accordance with the Communiqué on Corporate Governance Principles, subject to the required approvals from the Capital Markets Board and the Ministry of Customs and Trade

5. Wishes and suggestions

REYSAŞ REAL ESTATE INVESTMENT COMPANY INC.
FROM THE BOARD OF DIRECTORS

INVITATION TO THE EXTRAORDINARY GENERAL ASSEMBLY MEETING

Trade Registry Number: 676891

Dear Shareholder,

At the meeting of our Board of Directors held on June 13, 2012:

1. It was resolved that the Extraordinary General Assembly Meeting of our Company shall be held on July 10, 2012 at 10:30 a.m., and the Extraordinary General Assembly Meeting of Group (A) Privileged Shareholders shall be held on July 10, 2012 at 11:00 a.m. at the Company headquarters located at “Abdurrahmangazi Mah. Güleryüz Cad. No: 23 Sancaktepe – Istanbul” pursuant to Article 368 of the Turkish Commercial Code, in order to discuss and resolve the agenda items indicated below.

Shareholders holding at least one registered share in their own name may attend the meeting in person or by proxy.

Shareholders attending in person are required to present:

• Identification documents,

• Investor General Assembly Blockage Form to be obtained from the Central Registry Agency (CRA) related to their dematerialized shares,

Legal entity shareholders must also present the authorization documents of their representatives in addition to the Investor General Assembly Blockage Forms.

Shareholders who will not attend the meeting in person must submit, in addition to the above-mentioned documents, a notarized power of attorney (example provided below) to the Company headquarters no later than one week before the meeting date by the close of business. The power of attorney template can also be downloaded from the Company website at www.reysasgyo.com.tr.

Shareholders intending to participate in the General Assembly must be registered on the “General Assembly Blockage List” of the Central Registry Agency Inc. (CRA). Maintaining this blockage on the date of the General Assembly is a legal requirement, and the General Assembly Blockage Report obtained from the CRA prior to the meeting shall serve as the basis for participation. Shareholders not registered on the Blockage List with the CRA will not be legally allowed to attend the meeting.

In accordance with Article 11 of the Capital Markets Law ("Law"), shareholders holding registered shares that are continuously traded on stock exchanges or other organized markets will not be separately notified by registered mail.

We kindly request our shareholders to attend the meeting on the date and time stated above.

Company Headquarters:
Abdurrahmangazi Mah. Güleryüz Cad. No: 23
Sancaktepe – Istanbul

Sincerely,
Board of Directors

PROXY STATEMENT TEMPLATE

I hereby appoint .................................. as my proxy to represent me, vote, make proposals, and sign necessary documents on my behalf in accordance with my views stated below at the Extraordinary General Assembly Meeting of Reysaş Real Estate Investment Company Inc. to be held on Tuesday, July 10, 2012 at 10:30 a.m. at the address of Abdurrahmangazi Mah. Güleryüz Cad. No: 23 Sancaktepe – Istanbul.

A) SCOPE OF THE REPRESENTATION AUTHORITY

a. The proxy is authorized to vote in line with their own opinion on all agenda items.
b. The proxy is authorized to vote in line with the instructions given below for the agenda items.
Instructions: (Specific instructions to be provided)
c. The proxy is authorized to vote in line with the recommendations of the Company’s management.
d. The proxy is authorized to vote in line with the instructions given below for any issues that may arise during the meeting.
(If no instructions are given, the proxy may vote freely.)
Instructions: (Specific instructions to be provided)

B) DETAILS OF THE SHAREHOLDER'S SHARES

Issue and Serial Number:
Quantity – Nominal Value:
Whether Voting Privileges Exist:
Registered in Name:

NAME AND SURNAME / TITLE OF THE SHAREHOLDER
SIGNATURE:
ADDRESS:

Note: In section (A), one of the options (a), (b), or (c) should be selected. If (b) or (d) is selected, instructions must be provided.

AGENDA OF THE EXTRAORDINARY GENERAL ASSEMBLY MEETING
REYSAŞ REAL ESTATE INVESTMENT COMPANY INC.

1. Opening and formation of the Meeting Chair,

2. Granting authorization to the Meeting Chair to sign the minutes of the meeting,

3. Provided that the necessary approvals are obtained from the Capital Markets Board and the Ministry of Customs and Trade of the Republic of Turkey, discussion and approval of amendments to the following Articles of the Company’s Articles of Association within the framework of the Communiqué on the Determination and Implementation of Corporate Governance Principles:

   • Article 3: “Company Headquarters and Branches”

   • Article 6: “Scope of Activities, Prohibited Activities, Investment Restrictions”

   • Article 8: “Capital and Shares”

   • Article 14: “Board of Directors and Term of Office”

   • Article 17: “Significant Decisions”

   • Article 18: “Remuneration of Board Members”

   • Article 22: “Restrictions on Executives”

   • Article 26: “General Assembly Meetings”

   • Article 28: “Presence of Government Commissioner at the Meeting”

   • Article 31: “Notices”

   • Article 36: “Amendments to the Articles of Association”

4. Wishes and requests.

AGENDA OF THE EXTRAORDINARY GENERAL ASSEMBLY MEETING OF GROUP (A) PRIVILEGED SHAREHOLDERS
REYSAŞ REAL ESTATE INVESTMENT COMPANY INC.

1. Opening and formation of the Meeting Chair,

2. Granting authorization to the Meeting Chair to sign the minutes of the meeting,

3. Provided that the necessary approvals are obtained from the Capital Markets Board and the Ministry of Customs and Trade of the Republic of Turkey, discussion and approval of amendments to the following Articles of the Company’s Articles of Association within the framework of the Communiqué on the Determination and Implementation of Corporate Governance Principles:

   • Article 3: “Company Headquarters and Branches”

   • Article 6: “Scope of Activities, Prohibited Activities, Investment Restrictions”

   • Article 8: “Capital and Shares”

   • Article 14: “Board of Directors and Term of Office”

   • Article 17: “Significant Decisions”

   • Article 18: “Remuneration of Board Members”

   • Article 22: “Restrictions on Executives”

   • Article 26: “General Assembly Meetings”

   • Article 28: “Presence of Government Commissioner at the Meeting”

   • Article 31: “Notices”

   • Article 36: “Amendments to the Articles of Association”

4. Wishes and requests.

REYSAŞ REAL ESTATE INVESTMENT COMPANY INC.
FROM THE CHAIRMANSHIP OF THE BOARD OF DIRECTORS

INVITATION TO THE 2012 ORDINARY GENERAL ASSEMBLY MEETING

Trade Registry Number: 676891

Dear Shareholder,

It has been unanimously resolved that the 2012 Ordinary General Assembly Meeting of our Company shall be held on May 27, 2013, at 12:00 PM at the company headquarters located at Abdurrahmangazi Mah. Güleryüz Cad. No: 23 Sancaktepe – Istanbul, to discuss the agenda attached hereto. In accordance with the relevant provisions of the Turkish Commercial Code and following the General Assembly at which the Articles of Association will be approved, special meetings shall be held at the same venue at 12:30 PM with Group A shareholders and at 1:00 PM with Group B shareholders to discuss the attached agenda.

The Board of Directors’ Annual Report, the Auditors’ Report, the Independent Audit Report, the Balance Sheet and Income Statement for the year 2012, the Board of Directors' proposal on profit distribution, and the 2012 Ordinary General Assembly Information Document are available for our shareholders’ review at the Company Headquarters and on our website at www.reysasgyo.com.tr.

We kindly invite our esteemed shareholders to attend the meeting on the aforementioned date and time.

Sincerely,
The Board of Directors

PROXY FORM EXAMPLE

I hereby appoint .................................... as my proxy authorized to represent me, cast votes, make proposals, and sign required documents in accordance with the opinions I have indicated below at the Ordinary General Assembly Meeting of Reysaş Real Estate Investment Company Inc., to be held on May 27, 2013, at 12:00 PM at the address of Abdurrahmangazi Mah. Güleryüz Cad. No: 23 Sancaktepe / Istanbul.

A) SCOPE OF REPRESENTATION AUTHORITY

Please select one of the options below:

• The proxy is authorized to vote in line with their own opinion on all agenda items.

• The proxy is authorized to vote in line with the following instructions for all agenda items.
  Instructions: (Insert special instructions)

• The proxy is authorized to vote in line with the company management's proposals.

• The proxy is authorized to vote in line with the following instructions for any other matters arising during the meeting.
  Instructions: (Insert special instructions; if none, proxy may vote freely)

B) DETAILS OF THE SHAREHOLDER’S SHARES

• Issue and Series No:

• Quantity – Nominal Value:

• Whether privileged in voting:

• Registered/Nominal:

SHAREHOLDER’S FULL NAME OR TITLE
SIGNATURE:
ADDRESS:

NOTE: Please select one of the options (a), (b), or (c) under section (A). For options (b) and (d), specific instructions must be provided.

AGENDA OF THE 2012 ORDINARY GENERAL ASSEMBLY MEETING

REYSAŞ REAL ESTATE INVESTMENT COMPANY INC.

1. Opening and formation of the Chairing Board,

2. Authorization of the Chairing Board to sign the meeting minutes,

3. Reading and discussion of the Board of Directors’ Annual Report for the year 2012,

4. Reading, discussion, and approval of the 2012 Balance Sheet and Income Statement,

5. Release of the Members of the Board of Directors for their activities in 2012,

6. Reading, discussion, and approval of the Auditors’ Report,

7. Release of the Auditors for their activities in 2012,

8. Submission of the Company’s Profit Distribution Policy for approval and discussion and resolution of the Board’s proposal regarding the distribution of 2012 profits,

9. Informing the General Assembly about the Audit Agreement signed with Denet Bağımsız Denetim YMM A.Ş pursuant to Article 398 of the Turkish Commercial Code,

10. Submission for approval of Denet Bağımsız Denetim YMM A.Ş, proposed by the Board of Directors, for the independent audit of the 2013 financial statements in accordance with CMB regulations,

11. Presentation, discussion, and authorization for registration/publication of the “Internal Directive” to be prepared,

12. Granting permission to the Board Members under Articles 395 and 396 of the Turkish Commercial Code to engage in transactions related to the company’s business in their own or others’ name and to become partners in such businesses,

13. Informing the shareholders about the Share Buy-Back Program implemented pursuant to the Capital Markets Board’s principle decision dated 10.08.2011 and numbered 26/767, and authorizing the Board for a potential buy-back program in 2013,

14. Informing the shareholders about guarantees, pledges, and mortgages granted in favor of third parties during 2012 and any income or benefits derived therefrom,

15. Provided that the necessary approvals are obtained from the Capital Markets Board and the Ministry of Customs and Trade, discussion and approval of the amendments to the following Articles of the Articles of Association within the scope of the Communiqué on the Determination and Implementation of Corporate Governance Principles:

• Article 3 “Company Headquarters and Branches”

• Article 7 “Borrowing Limit and Issuance of Securities”

• Article 8 “Capital and Shares”

• Article 9 “Privileged Securities”

• Article 16 “Board of Directors Meetings”

• Article 19 “Company Management and Representation”

• Article 20 “Duties Distribution among Board Members”

• Article 21 “General Manager and Managers”

• Article 22 “Prohibitions for Executives”

• Article 23 “Auditors and Term of Office”

• Article 24 “Auditor Fees”

• Article 26 “General Assembly Meetings”

• Article 28 “Presence of a Commissioner at the Meeting”

• Article 29 “Appointment of Proxies”

• Article 30 “Voting Procedure”

• Article 31 “Announcements”

• Article 34 “Profit Distribution”

• Article 35 “Profit Distribution Time”

• Article 37 “Company Dissolution and Liquidation”

• Repeal of Article 38 “Automatic Termination”

16. Submission for approval of Board Member appointments made during the year,

17. Submission of the Company’s Donation Policy for approval and informing shareholders of donations and aids made in 2012,

18. Determination of remuneration for Board Members,

19. Informing the General Assembly about the Company’s Remuneration Policy,

20. Wishes and suggestions.

AGENDA OF THE 2012 GENERAL ASSEMBLY MEETING OF GROUP (A) PRIVILEGED SHAREHOLDERS

REYSAŞ REAL ESTATE INVESTMENT COMPANY INC.

1. Opening and formation of the Chairing Board,

2. Authorization of the Chairing Board to sign the meeting minutes,

3. Provided necessary approvals are obtained from the Capital Markets Board and the Ministry of Customs and Trade, discussion and approval of the amendments to the Articles of Association as specified above under agenda item 15 of the Ordinary General Assembly,

4. Informing the shareholders about the Share Buy-Back Program and granting authorization to the Board of Directors for a potential share repurchase in 2013,

5. Wishes and suggestions.

AGENDA OF THE 2012 GENERAL ASSEMBLY MEETING OF GROUP (B) SHAREHOLDERS

REYSAŞ REAL ESTATE INVESTMENT COMPANY INC.

1. Opening and formation of the Chairing Board,

2. Authorization of the Chairing Board to sign the meeting minutes,

3. Provided necessary approvals are obtained from the Capital Markets Board and the Ministry of Customs and Trade, discussion and approval of the amendments to the Articles of Association as specified above under agenda item 15 of the Ordinary General Assembly,

4. Informing the shareholders about the Share Buy-Back Program and granting authorization to the Board of Directors for a potential share repurchase in 2013,

5. Wishes and suggestions.

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

FROM THE BOARD OF DIRECTORS

INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING OF SHAREHOLDERS FOR THE YEAR 2013

The Ordinary General Assembly Meeting of our Company's Shareholders will be held on Monday, May 12, 2014, at 12:00 PM at the address Abdurrahmangazi Mah. Güleryüz Caddesi No:23 Sancaktepe-İstanbul, in order to discuss and resolve the matters on the agenda stated below. (*)

In accordance with Article 30 of the Capital Markets Law, the list of attendees is formed by considering the list of shareholders provided by the CRA Inc. by the decision of the Board of Directors of our Company, and only the shareholders whose names are included in this list may attend the General Assembly. According to Article 415 of the Turkish Commercial Code, only those shareholders whose names are included in the list of attendees prepared by the Board of Directors may attend the General Assembly Meeting. For the preparation of this list regarding dematerialized shares, the “Shareholders Chart” provided by the CRA as of 23:59 on the day before the General Assembly will be taken as a basis. The rightful owners whose names appear in this list may physically attend the Ordinary General Assembly Meeting by presenting identification.

Pursuant to Article 1527 of the Turkish Commercial Code, the rightful owners who wish to attend the General Assembly Meeting electronically in person or through their representatives must notify this preference via the Electronic General Assembly System on the CRA platform. If a representative will attend on behalf of a shareholder, the representative’s identification details must be registered in the EGAS system.

Participation in the General Assembly Meeting, appointment of a representative, submission of proposals, expression of opinions, and voting processes will be carried out through the EGAS provided by the CRA. Such participation is only possible with a secure electronic signature. Therefore, shareholders who wish to carry out transactions via EGAS must first obtain a secure electronic signature.

Shareholders or their representatives who wish to attend the meeting electronically must fulfill their obligations in accordance with the "Regulation on General Assemblies of Joint Stock Companies to be Held Electronically" published in the Official Gazette dated August 28, 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 August 29, 2012, and numbered 28396. Otherwise, participation in the meeting is not possible.

Shareholders who will not be able to attend the meeting in person either physically or electronically and who wish to be represented by proxy must issue their proxies in accordance with the sample provided below or obtain a proxy form from our Company’s website at www.reysasgyo.com.tr and must submit their notarized proxies or the notarized signature circulars to be attached to the proxies.

In line with the CMB Corporate Governance Principles and the relevant Communiqués of the CMB, the agenda of the Ordinary General Assembly Meeting, the Balance Sheet and Income Statement for 2013, the proposal of the Board of Directors regarding profit distribution, the Annual Report of the Board of Directors, the Independent Audit Report, and the résumés of the members of the Board of Directors will be made available for the examination of shareholders at the Company headquarters and on our website at www.reysasgyo.com.tr starting 21 days prior to the General Assembly Meeting.

This is hereby announced to our esteemed shareholders.

(*) Pursuant to Article 29 of the Capital Markets Law, registered letters will not be sent separately to our shareholders for the invitation to the General Assembly Meeting.

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

AGENDA FOR THE ORDINARY GENERAL ASSEMBLY MEETING DATED 12/05/2014

1. Opening and formation of the Meeting Chairmanship,

2. Granting authorization to the Meeting Chairmanship to sign the meeting minutes and other documents,

3. Reading and discussing the Board of Directors’ Activity Report for the year 2013,

4. Reading of the Independent Audit Report for 2013,

5. Reading, discussing, and voting on the Balance Sheet and Profit/Loss Accounts for 2013,

6. Voting on the change that occurred in the Board of Directors membership during the period,

7. Individual release of the Board of Directors members for their activities in 2013,

8. Reading, discussing, and approving the Auditor’s Report,

9. Release of the Auditor for its activities in 2013,

10. Discussing the proposals regarding 2013 profit distribution and resolving the distribution of profit,

11. Determining the remuneration of the Board of Directors members,

12. Submitting for General Assembly approval the appointment of Kavram Independent Audit and CPA Inc., as proposed by the Board of Directors for the audit of the Company’s accounts and transactions for 2014 in accordance with Article 398 of the TCC and the CML,

13. Submitting to the approval of the General Assembly the granting of permission for Board Members to perform transactions covered under Articles 395 and 396 of the TCC,

14. Informing the General Assembly about Related Party Transactions conducted in 2013,

15. Informing shareholders about the Share Buyback Program implemented as per the Board resolution taken in line with the CMB's principle decision dated 10.08.2011 and numbered 26/767, and granting authorization to the Board of Directors for a possible Share Buyback Program in 2014,

16. Informing shareholders about the Guarantees, Pledges, and Mortgages granted by the Company on behalf of third parties and the income and benefits obtained in 2013,

17. Submitting the Company’s Donation Policy to shareholders for approval and informing shareholders about donations and aids made in 2013,

18. Informing the General Assembly about the Company’s Remuneration Policy,

19. Informing the General Assembly, pursuant to Article 37 of the Communiqué on the Principles Regarding Real Estate Investment Companies (III-48.1), about real estate purchases, sales, and leases made in 2013,

20. Informing the General Assembly, pursuant to Article 1.3.6 of the CMB’s Corporate Governance Communiqué II-17.1, about significant transactions by shareholders controlling management, Board members, executives with administrative responsibilities, and their spouses and relatives up to second degree, which may cause conflicts of interest with the Company or its subsidiaries and/or involve business dealings within the scope of the Company’s field of activity on behalf of themselves or others, or their involvement as unlimited liability partners in a competing company,

21. Informing the General Assembly about the Company’s Disclosure Policies as per CMB regulations,

22. Wishes and Remarks.

POWER OF ATTORNEY

I hereby appoint ……………………………. as my proxy to represent me, to vote, to make proposals, and to sign necessary documents in line with the opinions I have specified below at the Ordinary General Assembly Meeting of Reysaş Real Estate Investment Trust Inc. to be held on Monday, May 12, 2014 at 12:00 PM at the address Abdurrahmangazi Mah. Güleryüz Cad. No:23 Sancaktepe - Istanbul.

Proxy (*):

Full Name/Trade Title
ID No./Tax No., Trade Registry and MERSIS Number
(*) Equivalent information must be provided for foreign proxies, if available.

A) SCOPE OF THE REPRESENTATION AUTHORITY

One of the options (a), (b), or (c) must be selected for sections 1 and 2 below to specify the scope of representation authority.

1. Regarding the items on the General Assembly agenda:

a. The proxy is authorized to vote according to their own opinion.
b. The proxy is authorized to vote in line with the proposals of the company management.
c. The proxy is authorized to vote in line with the instructions given in the table below.

Instructions: If option (c) is selected by the shareholder, specific instructions regarding the agenda item must be indicated by marking one of the options (accept or reject) and, in case of rejection, the dissenting opinion to be included in the minutes must be provided.

(Continue list in same format for all agenda items 1–22)

2. Regarding any other issues that may arise at the General Assembly Meeting, especially the exercise of minority rights:

a. The proxy is authorized to vote in line with their own opinion.
b. The proxy is not authorized to represent in these matters.
c. The proxy is authorized to vote in line with the specific instructions below.

Specific Instructions: If any, specific instructions provided by the shareholder to the proxy are indicated here.

B) THE SHAREHOLDER SPECIFIES THE SHARES TO BE REPRESENTED BY THE PROXY BY SELECTING ONE OF THE OPTIONS BELOW.

1. I approve the representation by the proxy of my shares detailed below:

a) Class and Series *
b) Number/Group **
c) Quantity - Nominal Value
ç) Whether Privileged in Voting
d) Bearer/Nominal Registered
e) Percentage of total shares/voting rights owned

• These details are required for dematerialized shares.
  ** For dematerialized shares, information on the group should be provided instead of number if applicable.

2. I approve the representation by the proxy of all my shares listed in the shareholder list prepared by CRA one day before the General Assembly.

Shareholder’s Full Name/Trade Title
ID No./Tax No., Trade Registry and MERSIS Number
(*) Equivalent information must be provided for foreign proxies, if available.

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

INVITATION FROM THE BOARD OF DIRECTORS

TO THE ORDINARY GENERAL ASSEMBLY MEETING OF 2014

Our Company’s Ordinary General Assembly Meeting to discuss and resolve the matters listed on the agenda below will be held on Friday, May 29, 2015, at 12:30 PM at the address Abdurrahmangazi Mah. Bahriye Sok. No:8 Sancaktepe - Istanbul, following the approval of the articles of association by the General Assembly in accordance with the relevant provisions of the Turkish Commercial Code. Subsequently, the meeting regarding amendments to the articles of association with A group (privileged) shareholders will be held at 2:30 PM at the same address. (*)

Pursuant to Article 30 of the Capital Markets Law, a list of shareholders entitled to attend is prepared based on the shareholder list obtained from the Central Securities Depository (MKK Inc.). Only shareholders whose names appear on this list may participate in the General Assembly. According to Article 415 of the Turkish Commercial Code, only shareholders listed on the attendance list prepared by the Board of Directors may attend the General Assembly. The attendance list is prepared based on the “Shareholders List” provided by MKK as of 23:59 one day prior to the General Assembly. Shareholders whose names appear on this list may physically attend the Ordinary General Assembly Meeting by presenting their identification.

Shareholders wishing to attend the General Assembly electronically, either personally or through their representatives, must notify their preference via the Central Registry Agency’s Electronic General Assembly System (EGKS), in accordance with Article 1527 of the Turkish Commercial Code. In cases where a representative will attend on behalf of a shareholder, the representative’s identification information must be recorded in the EGKS.

Participation in the General Assembly, appointment of representatives, proposal submission, expression of opinions, and voting will be conducted through the EGKS provided by the Central Registry Agency. Such participation is only possible through secure electronic signature. Therefore, shareholders intending to use the EGKS must first obtain a secure electronic signature.

Shareholders or their representatives who wish to participate electronically must fulfill their obligations in accordance with the “Regulation on General Assemblies to be Held Electronically in Joint Stock Companies” published in the Official Gazette dated August 28, 2012, No. 28395, and the “Communiqué on the Electronic General Assembly System to be Applied in Joint Stock Company General Assemblies” published in the Official Gazette dated August 29, 2012, No. 28396. Otherwise, participation in the meeting will not be permitted.

Shareholders who are unable to attend the meeting physically or electronically in person and wish to participate by proxy must prepare their power of attorney in accordance with the sample below or obtain a power of attorney form from our Company’s website at www.reysasgyo.com.tr, and submit their notarized power of attorney or notarized signature circulars along with the power of attorney.

Within the framework of the Capital Markets Board Corporate Governance Principles and Communiqués, the agenda of the Ordinary General Assembly Meeting, the 2014 Financial Statements including the Profit and Loss Account, the Board of Directors’ Profit Distribution Proposal, the Board of Directors’ Activity Report, the Independent Auditor’s Report, and the resumes of the Board Members will be made available for shareholders’ review at the Company headquarters and on our website www.reysasgyo.com.tr at least 21 days prior to the General Assembly.

Respectfully announced to our Shareholders.

(*) In accordance with Article 29 of the Capital Markets Law, no separate registered letter will be sent to shareholders for the General Assembly invitation.

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING DATED 29/05/2015

1. Opening and formation of the Meeting Chairmanship,

2. Authorization of the Meeting Chairmanship to sign the minutes and other documents,

3. Reading and discussion of the Board of Directors Activity Report and Independent Audit Report for 2014,

4. Reading, discussion, and voting on the 2014 Balance Sheet and Profit-Loss Accounts separately,

5. Individual discharge of the Board Members for their 2014 activities,

6. Discharge of the Auditor for their 2014 activities,

7. Election and determination of the term of office of Board Members whose terms have expired,

8. Reading, discussion, and approval of the Auditor’s Report,

9. Discussion and approval of the amendments to Articles 8 (“Capital and Shares”) and 17 (“Decisions Requiring Special Consent”) of the Company’s Articles of Association, following approvals from the Capital Markets Board and Ministry of Customs and Trade,

10. Discussion and resolution on proposals regarding distribution of 2014 profit,

11. Submission for approval of Kavram Independent Audit and CPA Inc. for auditing the Company’s 2014 accounts and operations pursuant to Article 398 of the Turkish Commercial Code and Capital Markets Law,

12. Submission for General Assembly approval of granting permission to Board Members for transactions within the scope of Articles 395 and 396 of the Turkish Commercial Code,

13. Informing the General Assembly about Related Party Transactions carried out in 2014,

14. Informing shareholders about the Share Buyback Program in accordance with Capital Markets Board Communiqué Serial II-22.1 and authorizing the Board for continuation in 2014,

15. Informing about guarantees, pledges, and mortgages given by shareholders in favor of third parties in 2014, including related income and benefits,

16. Submission of the Company’s Profit Distribution Policy for approval,

17. Submission of the Company’s Remuneration, Donation and Aid Policies for shareholders’ approval and information on donations and aids made in 2014,

18. Determination of the remuneration of the Board Members,

19. Presentation of information to the General Assembly regarding real estate purchases, sales, and leases carried out in 2014 pursuant to Article 33 of the Communiqué amending the Principles Regarding Real Estate Investment Trusts (III-48.1a),

20. Disclosure to the General Assembly of transactions that may cause conflicts of interest in accordance with Corporate Governance Communiqué II-17.1 Principle 1.3.6,

21. Wishes and requests.

POWER OF ATTORNEY

I hereby appoint ……………………………. as my proxy, authorized to represent me, vote, make proposals, and sign necessary documents in line with the instructions stated below at the Ordinary General Assembly Meeting of Reysaş Real Estate Investment Trust Inc. to be held on Friday, May 29, 2015, at 12:30 PM at Abdurrahmangazi Mah. Bahriye Sok. No:8 Sancaktepe - Istanbul.

Proxy Information(*):
Full Name / Trade Name:
Turkish ID No / Tax No / Trade Registry and MERSIS Number:

(*) For foreign proxies, submission of equivalent identification information is mandatory if available.

A) SCOPE OF REPRESENTATION AUTHORITY

The scope of the proxy’s authority must be determined by selecting one of the options (a), (b), or (c) below for the following sections 1 and 2.

1. Regarding the matters on the General Assembly agenda,

a. The proxy is authorized to vote according to their own discretion.

b. The proxy is authorized to vote according to the company management’s proposals.

c. The proxy is authorized to vote according to the instructions specified in the table below.

Notice of General Assembly Meeting and Agenda
April 29, 2010
April 28, 2011
May 4, 2012
July 10, 2012
May 27, 2013
May 12, 2014
May 29, 2015
May 3, 2016
May 24, 2017
May 4, 2018
April 17, 2019
August 21, 2019
June 24, 2020
May 25, 2021
March 29, 2022
April 26, 2023
April 17, 2024

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

FROM THE BOARD OF DIRECTORS

INVITATION TO THE 2014 ORDINARY GENERAL ASSEMBLY MEETING OF SHAREHOLDERS

Our Company's Ordinary General Assembly Meeting of Shareholders will be held to discuss and resolve the matters listed in the agenda below on Friday, May 29, 2015, at 12:30 PM, pursuant to the relevant provisions of the Turkish Commercial Code and the articles of association approved by the General Assembly. After the General Assembly where the articles of association were approved, a meeting with Group A (Privileged) shareholders regarding the amendment of the articles of association will be held at 2:30 PM at Abdurrahmangazi Mah. Bahriye Sok. No:8 Sancaktepe-İstanbul. (*)

Pursuant to Article 30 of the Capital Markets Law, the list of shareholders provided by MKK Inc. is taken into account by our Board of Directors to prepare the attendance list, and only shareholders whose names appear on this list may attend the General Assembly. According to Article 415 of the Turkish Commercial Code, only shareholders listed on the attendance list prepared by the Board of Directors may participate in the General Assembly. The attendance list is prepared based on the "Shareholders Register" provided by MKK as of 23:59 one day before the General Assembly. Those listed on this register may attend the Ordinary General Assembly Meeting physically by presenting their identification.

Shareholders wishing to attend the General Assembly electronically in person or via their representatives must notify their preference through the MKK system using the Electronic General Assembly System (EGKS) as per Article 1527 of the Turkish Commercial Code. In case a representative attends on behalf of a shareholder, the representative’s identification information must be registered in the EGKS.

Electronic participation, appointment of proxies, proposal submission, expression of opinions, and voting during the meeting will be conducted via the EGKS provided by MKK. Participation is only possible via secure electronic signature. Therefore, shareholders intending to operate via EGKS must first obtain a secure electronic signature.

Shareholders or their representatives wishing to participate electronically must fulfill their obligations in accordance with the provisions of the “Regulation on General Assemblies to be Held Electronically in Joint Stock Companies” published in the Official Gazette No. 28395 dated August 28, 2012, and the “Communiqué on the Electronic General Assembly System to be Applied at Joint Stock Company General Assemblies” published in the Official Gazette No. 28396 dated August 29, 2012. Otherwise, participation in the meeting is not possible.

Shareholders who cannot attend the meeting physically or electronically and wish to participate via proxy must prepare their power of attorney according to the sample below or obtain the proxy form from our company’s website at www.reysasgyo.com.tr. They must submit their notarized powers of attorney or notarized signature circulars attached to the proxy documents.

In accordance with CMB Corporate Governance Principles and Communiqués, the agenda, 2014 Balance Sheet, Profit and Loss Account, Board of Directors' Dividend Proposal, Board of Directors’ Activity Report, Independent Audit Report, and Board Members’ resumes will be made available for shareholders’ review at the company headquarters and on www.reysasgyo.com.tr at least 21 days prior to the General Assembly Meeting.

Kindly notified to our esteemed shareholders.

(*) According to Article 29 of the Capital Markets Law, registered letters will not be sent to shareholders for this General Assembly Meeting invitation.

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

AGENDA FOR THE ORDINARY GENERAL ASSEMBLY MEETING DATED 29/05/2015

1. Opening and formation of the Meeting Chairmanship,

2. Authorization of the Meeting Chairmanship for signing the minutes and other documents,

3. Reading and discussion of the Board of Directors’ Activity Report and Independent Audit Report for 2014,

4. Reading, discussion, and voting on the 2014 Balance Sheet and Profit and Loss accounts separately,

5. Release of the Board of Directors members for their activities in 2014,

6. Release of the Auditor for their activities in 2014,

7. Election and determination of the term of office of the Board of Directors members whose terms have expired,

8. Reading, discussion, and approval of the Auditor’s Report,

9. Discussion and approval of amendments to Article 8 “Capital and Shares” and Article 17 “Special Decisions” of the Company’s Articles of Association, for which necessary permissions have been obtained from the Capital Markets Board (dated 09/04/2015, No. 3758) and the Ministry of Customs and Trade (dated 22/04/2015, No. 431.02),

10. Discussion and resolution regarding profit distribution proposals for 2014,

11. Presentation of Kavram Independent Audit and CPA Inc., proposed by the Board of Directors for auditing the Company’s 2014 accounts and transactions, for General Assembly approval pursuant to Article 398 of the Turkish Commercial Code and Capital Markets Law,

12. Presentation of granting permission to Board members to perform transactions within the scope of Articles 395 and 396 of the Turkish Commercial Code for General Assembly approval,

13. Informing the General Assembly about related party transactions carried out in 2014,

14. Informing shareholders about the Share Buyback Program according to the Board’s decision pursuant to Capital Markets Board’s Communiqué Serial II-22.1, and authorizing the Board for potential buybacks in 2014,

15. Informing shareholders about guarantees, pledges, and mortgages given in favor of third parties and revenues and benefits obtained during 2014,

16. Submission of the Company's Dividend Distribution Policy for approval,

17. Submission of the Company's Remuneration, Donation, and Aid Policy for shareholders' approval and informing shareholders about donations and aids made in 2014,

18. Determination of the remuneration of the Board Members,

19. Informing the General Assembly about real estate purchases, sales, and leases in 2014 as per Article 33 of the Communiqué on Principles Regarding Real Estate Investment Trusts (III-48.1a),

20. Informing the General Assembly about transactions that may cause conflicts of interest between controlling shareholders, Board members, senior executives, their spouses, and second-degree relatives with the Company or its affiliates, or commercial transactions carried out by these persons in their own or third parties' accounts, or entering unlimited partnership in other companies engaged in similar commercial activities, pursuant to Principle 1.3.6 of the Capital Markets Board’s Corporate Governance Communiqué II-17.1,

21. Wishes and closing.

POWER OF ATTORNEY

I hereby appoint …………………………… as my proxy, authorized to represent me, vote, make proposals, and sign necessary documents at the Ordinary General Assembly Meeting of Reysaş Real Estate Investment Trust Inc. to be held on Friday, May 29, 2015, at 12:30 PM at Abdurrahmangazi Mah. Bahriye Sok. No:8 Sancaktepe - Istanbul, in line with the instructions specified below.

Proxy(*)

Full Name / Trade Name:
Turkish ID No / Tax No / Trade Registry and Mersis Number:

(*) For foreign proxies, equivalent identification information must be provided if available.

A) SCOPE OF REPRESENTATION AUTHORITY

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

1. Regarding the matters on the General Assembly agenda:
   a. Proxy is authorized to vote according to their own discretion.
   b. Proxy is authorized to vote according to the Company's management proposals.
   c. Proxy is authorized to vote according to the instructions specified in the table below.

Instructions: If option (c) is selected by the shareholder, voting instructions for each agenda item must be indicated by marking “accept” or “reject.” In case of rejection, dissenting opinions to be recorded in the minutes, if any, should be specified.

2. Other matters that may arise at the General Assembly, especially instructions related to the exercise of minority rights:
   a. Proxy is authorized to vote according to their own discretion.
   b. Proxy is not authorized to represent on these matters.
   c. Proxy is authorized to vote according to the special instructions below.

Special Instructions: Any special instructions the shareholder wishes to give the proxy should be stated here.

B) SHAREHOLDER SHALL SELECT ONE OF THE OPTIONS BELOW TO SPECIFY THE SHARES TO BE REPRESENTED BY THE PROXY

1. I approve the representation by the proxy of my shares detailed below:
   a) Series and Type *
   b) Number / Group **
   c) Quantity – Nominal Value
   ç) Whether voting privilege exists
   d) Bearer or Registered shares
   e) Percentage of total shares/voting rights owned by shareholder

• This information is requested for dematerialized shares.
  ** For dematerialized shares, group information should be given if available instead of number.

2. I approve the representation by the proxy of all my shares appearing in the list of shareholders entitled to attend the General Assembly, prepared by MKK one day prior to the General Assembly.

Shareholder’s Full Name / Trade Name:
Turkish ID No / Tax No / Trade Registry and Mersis Number:

(*) For foreign proxies, equivalent identification information must be provided if available.
 

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING
OF (A) GROUP PREFERRED SHAREHOLDERS DATED 29/05/2015

• Opening and Formation of the Chairmanship Committee

• Authorization of the Chairmanship Committee to sign the meeting minutes,

• Informing the shareholders about the Share Buyback Program pursuant to the Board of Directors’ decision taken in accordance with the Capital Markets Board Communiqué Serial II-22.1 on Repurchased Shares, and authorizing the Board of Directors for the Share Buyback Program to be conducted in 2014,

• Discussion and approval of the amendments to Article 8 titled “Capital and Shares” and Article 17 titled “Decisions Requiring Special Attention” of the Company’s Articles of Association, for which the necessary permits were obtained via the Capital Markets Board’s letter dated 09/04/2015 No. 3758 and the Ministry of Customs and Trade’s letter dated 22/04/2015 No. 431.02,

• Wishes and requests.

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

CAPITAL AND SHARES

ARTICLE 8

The Company was established under the registered capital system in accordance with the provisions of the Capital Markets Law.

The registered capital ceiling of the Company is TRY 500,000,000, divided into 500,000,000 shares, each with a nominal value of TRY 1.

The registered capital ceiling permission granted by the Capital Markets Board is valid for the years 2015-2019 (5 years). Even if the registered capital ceiling authorized is not reached by the end of 2019, for the Board of Directors to make a capital increase decision after 2019, it is mandatory to obtain authorization from the General Assembly for a new period by securing permission from the Capital Markets Board for the previously authorized ceiling or a new ceiling amount.

The Company's issued capital is fully paid and amounts to TRY 240,000,000, divided into 240,000,000 shares, each with a nominal value of TRY 1, all of which have been subscribed free from collusion; TRY 95,983,578.09 of this amount was paid in kind and TRY 144,016,421.91 was paid in cash.

The Company has fully covered the increased capital of TRY 23,000,000 (twenty-three million Turkish Lira) from dividends. The shares added to the capital were distributed as bonus shares.

Of the previous capital of TRY 217,000,000 (two hundred seventeen million Turkish Lira), TRY 121,016,421.91 was paid in cash.

The remaining TRY 95,983,578.09;

In accordance with Articles 19/b-3 and 20 of the Corporate Tax Law No. 5520, and the communiqué published in the Official Gazette No. 25231 dated 16.09.2003 regarding the Procedures and Principles of Partial Demergers of Joint Stock and Limited Companies, based on the Expert Committee Report dated 01.02.2010, prepared pursuant to the decision of Kadıköy 5th Commercial Court of First Instance dated 01.02.2010 with file number 2010/49 E. and 2010/65, and following the partial demerger process conducted accordingly, real estate assets with a total net book value of TRY 95,983,578.09, registered under Reysaş Taşımacılık ve Lojistik Ticaret A.Ş., Trade Registry No. 629760, Istanbul Trade Registry Office, were contributed to the Company as capital in kind. These properties are:

1. 29,048.00 sqm land located in Adana Province, Seyhan District, Sarı Hamzalı village, parcel no. 533,

2. 25,961.23 sqm land located in Bursa Province, Nilüfer District, Minareli Çavuş Neighborhood, block 1489, parcel 23,

3. 18,316.57 sqm land located in Istanbul Province, Sancaktepe District, Samandıra Neighborhood, Ekmekçioğlu Area, map F22D25c4B, block 6650, parcel 17,

4. 7,352.00 sqm land located in Istanbul Province, Çatalca District, Ömerli Neighborhood, Kurtini Area, map F15013B4B, block 111, parcel 6,

5. 14,134.00 sqm land located in Istanbul Province, Tuzla District, Orhanlı village, Eskiköy Area, map 4, parcel 1512,

6. 25,053.36 sqm land located in Istanbul Province, Tuzla District, Orhanlı Neighborhood, Kavakpınarı Area, map 4, parcel 1850,

7. 15,170.00 sqm land located in Kocaeli Province, Gebze District, Akse village, map G22b19a1b-1c-2a-2d, block 2079, parcel 1,

8. 18,441.00 sqm land located in Kocaeli Province, Gebze District, Akse village, map G22B19A1c-2D, block 2086, parcel 1,

9. 20,760.00 sqm land located in Düzce Province, Central District, Arapçiftliği village, map 1, parcel 669,

10. 18,077.53 sqm land located in Düzce Province, Akçakoca District, Çiçekpınar village, Garipler Area, map F26-D-19-C-3, block 130, parcel 4,

11. 15,860.00 sqm land located in Giresun Province, Tirebolu District, İstiklal Neighborhood, Takırlı Area, map 18, parcel 482,

12. 15,699.38 sqm land located in Giresun Province, Bulancak District, Pazarsuyu village, Dere Kenarı Area, map 1, parcel 31,

13. 16,369.00 sqm land located in Ordu Province, Central District, Uzunisa village, parcel 369,

14. 21,497.70 sqm land located in Ordu Province, Ünye District, Yüceler village, Yalı Area, map P.58, parcel 1328,

15. 10,326.55 sqm land located in Sakarya Province, Arifiye District, Yukarıkirezce village, map G24C08A3A, block 2586, parcel 70,

16. 14,040.00 sqm land located in Sakarya Province, Karasu District, Kuyumculu village, Arımiçi Area, map 8, parcel 270,

17. 16,390.00 sqm land located in Samsun Province, Terme District, Aşağı Söğütlü village, Yeniyol Area, map F37C03C, parcel 283,

18. 21,097.23 sqm land located in Samsun Province, Çarşamba District, Epçeli village, Köycivarı Area, map F37a23d, parcel 730,

19. 9,650.35 sqm land located in Trabzon Province, Arşin District, Fatih Neighborhood, Meydan Area, map G43b09a2b, block 112, parcel 59,

20. 23,095.00 sqm land located in Adana Province, Sarıçam District, Dağcı village, Dağcı Area, map 152b3, block 156, parcel 2,

21. 16,939.00 sqm land located in Ankara Province, Kazan District, Orhaniye Neighborhood, block 2733, parcel 11.

The total issued capital shares consist of Group A registered shares amounting to 564,705,883 shares representing TRY 564,705,283; and Group B bearer shares amounting to 239,435,294,117 shares representing TRY 239,435,294,117.

Group A shares are registered shares, and Group B shares are bearer shares.

Group A shares have privileges regarding the nomination of candidates for the Board of Directors.

Before the public offering, the transfer of the Company's shares is subject to the Board's approval regardless of the percentage. In share transfers covered by this article, the conditions required for founders apply to new shareholders acquiring shares in the Company.

The Board of Directors is authorized, in accordance with the Capital Markets Law, to increase the issued capital by issuing new shares up to the registered capital ceiling and to decide on restricting shareholders' pre-emptive rights and issuing shares with premiums. However, decisions related to capital increases by contributions in kind must be approved by the General Assembly. Such transactions shall comply with the relevant regulations of the Capital Markets Board and the provisions of the Turkish Commercial Code.

In capital increases, new shares corresponding to Group A shares shall be issued as Group A shares, and new shares corresponding to Group B shares shall be issued as Group B shares. However, if the Board of Directors restricts shareholders' pre-emptive rights, all newly issued shares shall be Group B shares.

After the use of pre-emptive rights in capital increases, the remaining shares and the shares issued in cases where pre-emptive rights are restricted shall be offered to the public at a price not lower than their nominal value, at market price.

The shares representing the capital shall be tracked dematerialized according to the principles of dematerialization.

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

FROM THE BOARD OF DIRECTORS,

INVITATION TO THE 2015 ORDINARY GENERAL ASSEMBLY MEETING

Our Company's Ordinary General Assembly Meeting will be held on Tuesday, May 3, 2016, at 12:30 PM at the address Abdurrahmangazi Mah. Bahriye Sok. No:8 Sancaktepe-İstanbul to discuss and decide on the items listed in the agenda below (*).

Pursuant to Article 30 of the Capital Markets Law, the list of shareholders provided by the Central Securities Depository of Turkey (MKK A.Ş.) is used by the Board of Directors to prepare the list of attendees, and only shareholders whose names appear on this list may participate in the General Assembly. According to Article 415 of the Turkish Commercial Code (TTK), only shareholders listed on the attendance list prepared by the Board of Directors can attend the General Assembly Meeting. The "List of Shareholders" provided by MKK as of 23:59 the day before the General Assembly date is the basis for preparing the attendance list for dematerialized shares. Shareholders listed on this list will be able to physically attend the Ordinary General Assembly Meeting by presenting their identification.

According to Article 1527 of the Turkish Commercial Code, shareholders wishing to personally attend the General Assembly Meeting electronically or through their representatives must notify this preference via the Electronic General Assembly System (EGKS) through the MKK system. In case a representative attends the meeting on behalf of the shareholder, the representative's identity information must be registered in the EGKS.

Participation in the General Assembly electronically, appointing a representative, making proposals, expressing opinions, and voting will be conducted through the EGKS provided by MKK. This participation is only possible with a secure electronic signature. Therefore, shareholders planning to use EGKS must first obtain a secure electronic signature.

Shareholders or representatives wishing to attend electronically must fulfill their obligations according to the "Regulation on General Assemblies to be Held Electronically in Joint Stock Companies" published in the Official Gazette dated August 28, 2012, No. 28395, and the "Communiqué on Electronic General Assembly System to be Applied in Joint Stock Company General Assemblies" published in the Official Gazette dated August 29, 2012, No. 28396. Otherwise, participation in the meeting is not possible.

Shareholders who cannot personally attend the meeting either physically or electronically but will participate by proxy must prepare their power of attorney according to the attached example or obtain the proxy form available on our company’s website www.reysasgyo.com.tr and submit their notarized power of attorney or notarized signature circulars attached to the power of attorney.

Within the scope of the Capital Markets Board (SPK) Corporate Governance Principles and SPK Communiqués, the agenda of the Ordinary General Assembly Meeting, the 2015 Balance Sheet and Profit-Loss Account, the Board of Directors' proposal for profit distribution, the Board of Directors Activity Report, the Independent Audit Report, and the resumes of the Board members will be available for the review of shareholders at the company headquarters and on the company’s website www.reysasgyo.com.tr starting 21 days prior to the General Assembly Meeting.

Notification to our Esteemed Shareholders.

(*) According to Article 29 of the Capital Markets Law, no additional registered letter invitation will be sent to our shareholders for the General Assembly Meeting.

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING DATED 03/05/2016

1. Opening and formation of the Meeting Presidency,

2. Authorization of the Meeting Presidency for signing the minutes and other documents,

3. Reading and discussion of the Board of Directors Activity Report for the year 2015,

4. Reading and discussion of the summary of the 2015 Independent Audit Report,

5. Reading, discussion, and approval of the 2015 Balance Sheet and Profit-Loss accounts separately,

6. Discharge of the Board Members individually for their 2015 activities,

7. Discharge of the Independent Auditors for their 2015 activities,

8. Submission to the General Assembly for approval the Board’s proposal of no profit distribution for 2015 as there was no profit in the financial statements,

9. Submission to the General Assembly for approval the appointment of Kavram Independent Audit and CPA Inc. as the independent auditor for the audit of 2015 accounts and transactions as proposed by the Board of Directors pursuant to Article 398 of the Turkish Commercial Code and Capital Markets Law,

10. Submission to the General Assembly for approval the granting of permission to Board Members to conduct transactions within the scope of Articles 395 and 396 of the Turkish Commercial Code,

11. Informing the General Assembly about Related Party Transactions made in 2015,

12. Informing the shareholders about the Share Buyback Program based on the Board Decision pursuant to the Capital Markets Board’s Communiqué Serial II-22.1 on Repurchased Shares, and authorizing the Board of Directors for possible share buyback programs in 2016,

13. Informing about guarantees, pledges, and mortgages provided by the company’s shareholders in favor of third parties in 2015 and related income and benefits obtained,

14. Submission of the Dividend Distribution Policy for approval,

15. Informing the shareholders about donations and aids made in 2015,

16. Determination of remuneration for the Board Members,

17. Informing the General Assembly about real estate purchases, sales, and leases conducted in 2015 pursuant to Article 33 of the Communiqué on Principles Regarding Real Estate Investment Trusts (III-48.1a),

18. Informing the General Assembly in accordance with Article 1.3.6 of the Corporate Governance Communiqué Serial II-17.1 of the Capital Markets Board,

19. Submission for approval of whether administrative fines imposed by the Capital Markets Board shall be recourse to the Board Members,

20. Wishes and requests.

POWER OF ATTORNEY

I hereby appoint ……………………………. as my proxy, authorized to represent me, vote, make proposals, and sign necessary documents at the Ordinary General Assembly Meeting of Reysaş Real Estate Investment Trust Inc., to be held on Tuesday, 03.05.2016 at 12:30 PM at Abdurrahmangazi Mah. Bahriye Sok. No:8 Sancaktepe - Istanbul, according to the opinions I express below.

Proxy (*):

Full Name / Trade Name:
T.C. Identity No / Tax No, Trade Registry and MERSIS Number:

(*) For foreign proxies, the equivalent information must be provided if available.

A) SCOPE OF REPRESENTATION AUTHORITY

For items 1 and 2 below, one of the options (a), (b), or (c) must be selected to define the scope of the proxy's voting authority.

1. Regarding the items on the General Assembly Agenda:

• The proxy is authorized to vote according to his/her own discretion.

• The proxy is authorized to vote according to the proposals of the company management.

• The proxy is authorized to vote according to the instructions specified in the table below.
  Instructions: If (c) is selected, specific instructions for each agenda item must be marked as “Accept” or “Reject” and if rejected, the dissenting opinion to be recorded in the minutes must be specified.

2. Regarding other issues that may arise during the General Assembly and especially the exercise of minority rights:

• The proxy is authorized to vote at his/her discretion.

• The proxy is not authorized to represent on these issues.

• The proxy is authorized to vote according to the special instructions below.
  Special Instructions: Any special instructions given by the shareholder to the proxy must be specified here.

B) SHAREHOLDER CHOOSES ONE OF THE OPTIONS BELOW TO SPECIFY THE SHARES TO BE REPRESENTED BY THE PROXY

1. I approve the representation of my shares detailed below by the proxy.

a) Series and Type *
b) Number / Group **
c) Quantity – Nominal Value
ç) Whether Privileged in Voting Rights or Not
d) Bearer / Registered
e) The ratio of total shares/voting rights held by the shareholder

• These details are requested for dematerialized shares.
  ** For dematerialized shares, group information will be given instead of number if available.

2. I approve the representation of all my shares listed in the list of shareholders who can attend the General Assembly prepared by MKK one day prior to the General Assembly date.

Shareholder's Full Name / Trade Name:
T.C. Identity No / Tax No, Trade Registry and MERSIS Number:

(*) Equivalent documents must be provided for foreign shareholders if available.

ADDITIONAL DISCLOSURES IN THE SCOPE OF THE CORPORATE GOVERNANCE COMMUNIQUÉ

Pursuant to the Capital Markets Board Corporate Governance Communiqué Serial II-17.1, the following additional disclosures are provided:

1. Ownership Structure and Voting Rights

2. Information Regarding Significant Management and Operational Changes Affecting Our Company's Activities

There have been no significant management or operational changes affecting our company’s activities in the past fiscal period.

3. Requests of Shareholders for Addition of Agenda Items

No written requests were received by the Investor Relations Department from shareholders regarding the addition of agenda items during the period.

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

FROM THE BOARD OF DIRECTORS

INVITATION TO THE 2016 ORDINARY GENERAL ASSEMBLY MEETING

Our Company’s Ordinary General Assembly Meeting will be held on Wednesday, May 24, 2017, at 13:00, at Küçük Çamlıca Mahallesi Erkan Ocaklı Sokak No:11 Üsküdar-İstanbul, following the General Assembly where the articles of association provisions are approved according to the relevant articles of the Turkish Commercial Code, to discuss and resolve the agenda items stated below. The meeting with the A group (Privileged) shareholders regarding the amendment of the articles of association will be held at 14:30 on the same day at the same address. (*)

Pursuant to Article 30 of the Capital Markets Law, a list of shareholders who are entitled to attend, obtained from MKK Inc. by our Board of Directors, is used to prepare the attendance list, and only shareholders whose names appear on this list can attend the General Assembly. According to Article 415 of the Turkish Commercial Code, only shareholders whose names appear on the attendance list prepared by the Board of Directors can participate. The “Shareholders List” provided by MKK at 23:59 one day prior to the General Assembly date, regarding registered shares, is the basis for preparing the attendance list. Shareholders appearing on this list can physically attend the Ordinary General Assembly Meeting by presenting their ID.

Shareholders who wish to attend the General Assembly Meeting electronically in person or through their representatives pursuant to Article 1527 of the Turkish Commercial Code must notify their preference through the Electronic General Assembly System (EGKS) via MKK. If the representative attends the meeting instead of the shareholder, the representative’s identity information must be recorded in EGKS.

Attendance, appointment of a proxy, proposal submission, expression of opinions, and voting electronically will be conducted through EGKS provided by MKK, and participation is only possible with a secure electronic signature. Therefore, shareholders who wish to act via EGKS must first have a secure electronic signature.

Shareholders or their representatives who want to attend electronically must fulfill their obligations according to the “Regulation on General Assemblies to be Held Electronically in Joint Stock Companies” published in the Official Gazette dated August 28, 2012, No. 28395, and the “Communiqué on Electronic General Assembly System to be Applied in General Assemblies of Joint Stock Companies” published on August 29, 2012, No. 28396. Otherwise, participation in the meeting is not possible.

Shareholders who cannot attend the meeting physically or electronically in person and will attend through a proxy must prepare their powers of attorney according to the example below or obtain the proxy form from our company’s website at www.reysasgyo.com.tr, and submit their notarized power of attorney or notarized signature circulars attached to the power of attorney.

Within the framework of the Capital Markets Board’s Corporate Governance Principles and Communiqués, the agenda, 2016 Balance Sheet, Profit and Loss Account, Board of Directors’ Profit Distribution Proposal, Board of Directors’ Activity Report, Independent Audit Report, and resumes of Board Members will be available for shareholders’ review at the company headquarters and on www.reysasgyo.com.tr at least 21 days prior to the General Assembly.

Respectfully announced to our shareholders.

(*) According to Article 29 of the Capital Markets Law, no registered letter will be sent to our shareholders for the General Assembly invitation.

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING DATED 24/05/2017

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING FOR (A) GROUP PREFERRED SHAREHOLDERS DATED 24/05/2017

• Opening, formation of the Chairmanship Committee

• Authorization of the Committee to sign the minutes of the meeting

• Discussion and approval of the amendment to Article 3 “Company Headquarters and Branches” of the Articles of Association with necessary permissions obtained from the Capital Markets Board and Ministry of Customs and Trade

• Informing the shareholders about the Share Buyback Program in accordance with CMB’s Communiqué Serial II-22.1 and authorizing the Board of Directors for the 2017 Share Buyback Program

• Wishes and suggestions

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

DRAFT AMENDMENT TO THE ARTICLES OF ASSOCIATION

POWER OF ATTORNEY

I hereby appoint ……………………………. as my proxy to represent me, vote, make proposals, and sign necessary documents at the Ordinary General Assembly Meeting of Reysaş Real Estate Investment Trust Inc., to be held on Wednesday, May 24, 2017, at 13:00 at Küçük Çamlıca Mahallesi Erkan Ocaklı Sok. No:11 Üsküdar - Istanbul, according to the instructions below.

(*) For foreign proxies, equivalent documents, if available, must be submitted.

A) Scope of Authorization

The proxy is authorized to discuss, propose, and vote on all agenda items.

___ Yes ___ No

If “No” is marked, the shareholder’s voting instructions on the following agenda items are valid:

(If no specific instructions are given on agenda items, the proxy will vote in favor of the proposals submitted by the Board.)

B) Shareholder Information

Date: … / … / 2017
Signature:

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

FROM THE BOARD OF DIRECTORS

INVITATION TO THE 2017 ORDINARY GENERAL ASSEMBLY MEETING

Our Company’s Ordinary General Assembly Meeting will be held on Friday, May 4, 2018, at 13:00 at Küçük Çamlıca Mahallesi Erkan Ocaklı Sokak No:11 Üsküdar-Istanbul, to discuss and resolve the items on the agenda below.(*)

Pursuant to Article 30 of the Capital Markets Law, the attendance list is prepared by our Board of Directors based on the shareholders list provided by MKK Inc., and only shareholders whose names are on this list may attend the General Assembly. In accordance with Article 415 of the Turkish Commercial Code (TTK), only shareholders listed on the Attendance List prepared by the Board of Directors can attend the General Assembly. For the preparation of the Attendance List regarding dematerialized shares, the “Shareholders Schedule” provided by MKK as of 23:59 the day before the General Assembly is taken as basis. Shareholders on this list may physically attend the Ordinary General Assembly Meeting by presenting their ID.

Pursuant to Article 1527 of the TTK, shareholders wishing to participate electronically in person or via their representatives must declare their preference through the Electronic General Assembly System (EGKS) via MKK. If a representative attends on behalf of the shareholder, the representative’s identity information must be registered in EGKS.

Participation, proxy appointment, proposal submission, expressing opinions, and voting in the electronic environment at the General Assembly Meeting will be carried out via the EGKS provided by MKK. This participation is only possible with a secure electronic signature. Therefore, shareholders planning to transact via EGKS must first have a secure electronic signature.

Shareholders or their representatives wishing to participate electronically must fulfill their obligations in accordance with the “Regulation on General Assemblies to be Held Electronically in Joint Stock Companies” published in the Official Gazette No. 28395 dated August 28, 2012, and the “Communiqué on the Electronic General Assembly System to be Applied in General Assemblies of Joint Stock Companies” published in the Official Gazette No. 28396 dated August 29, 2012. Otherwise, participation will not be possible.

Shareholders who cannot attend the meeting physically or electronically in person must arrange their proxies according to the sample below or obtain the proxy form from our company website www.reysasgyo.com.tr and submit their notarized proxies or notarized signature circulars attached to the proxies.

In line with the Capital Markets Board Corporate Governance Principles and Communiqués, the agenda of the Ordinary General Assembly Meeting, the 2017 Balance Sheet and Profit/Loss Statement, the Board of Directors’ dividend distribution proposal, the Board of Directors’ Activity Report and the Independent Audit Report, and the resumes of Board members will be available for review at our company headquarters and on www.reysasgyo.com.tr website 21 days before the meeting date.

Notified to our valued shareholders.

(*) According to Article 29 of the Capital Markets Law, no separate registered mail will be sent to shareholders for the invitation to the General Assembly Meeting.

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING DATED 04/05/2018

POWER OF ATTORNEY

I hereby appoint ……………………………. as my proxy, authorized to represent me, vote, propose, and sign the necessary documents at the Ordinary General Assembly Meeting of Reysaş Real Estate Investment Trust Inc. to be held on Friday, May 4, 2018, at 13:00 at Küçük Çamlıca Mahallesi Erkan Ocaklı Sok. No:11 Üsküdar - Istanbul.

Proxy (*)

(*) For foreign proxies, the equivalent information must be provided if available.

A) SCOPE OF REPRESENTATION AUTHORITY

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

1. Regarding the issues on the General Assembly agenda,

• Proxy is authorized to vote according to their own opinion.

• Proxy is authorized to vote according to the proposals of the company management.

• Proxy is authorized to vote according to the instructions specified in the table below.

Instructions:
If option (c) is selected by the shareholder, instructions must be given by marking one of the options (accept or reject) for each agenda item in the table below. If reject is selected, dissenting opinions requested to be recorded in the General Assembly minutes must be specified.

2. Special instructions regarding other matters that may arise at the General Assembly Meeting, especially the exercise of minority rights:

• Proxy is authorized to vote according to their own opinion.

• Proxy is not authorized to represent on these matters.

• Proxy is authorized to vote according to the special instructions below.

Special Instructions:
If any special instructions are to be given by the shareholder, they should be stated here.

B) SHAREHOLDER DECLARES THE SHARES THEY WISH TO BE REPRESENTED BY THE PROXY BY SELECTING ONE OF THE OPTIONS BELOW

1. I approve the representation by proxy of my shares detailed below.

• These details are requested for dematerialized shares.
  ** For dematerialized shares, if no number exists, group information will be provided.

2. I approve the representation by proxy of all my shares listed in the list of shareholders eligible to attend the General Assembly prepared by MKK as of one day before the General Assembly date.

(*) For foreign proxies, the equivalent information must be provided if available.

ADDITIONAL DISCLOSURES WITHIN THE SCOPE OF THE CORPORATE GOVERNANCE COMMUNIQUÉ

Pursuant to the Capital Markets Board Corporate Governance Communiqué II-17.1, additional disclosures required to be made are presented below:

1. Shareholding Structure and Voting Rights

2. Information on Board Members, Executive Directors, and Auditors with Their Shares

3. Information on Transactions with Related Parties

Information about related party transactions made in 2017 and guarantees, pledges, mortgages given for third parties, donations, and aids are disclosed in the General Assembly agenda items.

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

FROM THE BOARD OF DIRECTORS

INVITATION TO THE 2018 ORDINARY GENERAL ASSEMBLY MEETING

Our Company’s Ordinary General Assembly Meeting will be held on Wednesday, April 17, 2019, at 13:00, at the address Küçük Çamlıca Mahallesi Erkan Ocaklı Sokak No:11 Üsküdar-İstanbul, to discuss and decide on the items listed in the agenda below.(*)

Pursuant to Article 30 of the Capital Markets Law, a list of shareholders present at the meeting is being prepared based on the shareholder list obtained from MKK Inc. by the Company’s Board of Directors. Only shareholders whose names are on this list may attend the General Assembly. According to Article 415 of the Turkish Commercial Code, only shareholders listed in the Attendance List prepared by the Board of Directors can participate in the General Assembly Meeting. For the preparation of the Attendance List, the "Shareholders Schedule" provided by MKK at 23:59 on the day before the General Assembly meeting for dematerialized shares is taken as the basis. Shareholders listed on this list can physically attend the Ordinary General Assembly Meeting by showing their identification.

Shareholders wishing to attend the General Assembly Meeting electronically, either personally or through their representatives, pursuant to Article 1527 of the Turkish Commercial Code, must notify their preference via the Electronic General Assembly System through the MKK system. If a representative attends on behalf of the shareholder, the representative’s identification details must be registered in EGKS.

Participation in the General Assembly electronically, appointment of a representative, making proposals, expressing opinions, and voting will be carried out through EGKS provided by MKK. This participation is only possible with a secure electronic signature. Therefore, shareholders intending to operate via EGKS must first obtain a secure electronic signature.

Shareholders or their representatives who want to participate electronically must comply with the provisions of the “Regulation on General Assemblies Held Electronically in Joint Stock Companies” published in the Official Gazette dated August 28, 2012, and numbered 28395, and the “Communiqué on the Electronic General Assembly System to be Applied in Joint Stock Companies’ General Assemblies” published in the Official Gazette dated August 29, 2012, and numbered 28396. Otherwise, participation is not possible.

Shareholders who cannot attend the meeting physically or electronically must prepare their proxies in accordance with the example below or obtain the proxy form from our company website www.reysasgyo.com.tr and present their notarized proxies or notarized signature circulars attached to the proxies.

Within the scope of the Capital Markets Board’s Corporate Governance Principles and Communiqués, the agenda of the Ordinary General Assembly Meeting, the 2018 Balance Sheet and Profit-Loss Account, the Board of Directors' Dividend Distribution Proposal, the Board of Directors Activity Report, the Independent Audit Report, and the résumés of Board members will be available for review by shareholders at our company headquarters and on www.reysasgyo.com.tr starting 21 days prior to the General Assembly Meeting.

Dear Shareholders, kindly be informed.

(*) According to Article 29 of the Capital Markets Law, no registered letter will be sent to our shareholders for the invitation to the General Assembly Meeting.

AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING DATED 17/04/2019

PROXY FORM

I hereby appoint ……………………………. as my proxy to represent me, vote, propose, and sign necessary documents at the Ordinary General Assembly Meeting of Reysaş Real Estate Investment Trust Inc., to be held on Wednesday, April 17, 2019, at 13:00 at Küçük Çamlıca Mahallesi Erkan Ocaklı Sok. No:11 Üsküdar-İstanbul, in accordance with the opinions stated below:

(*) For foreign proxies, equivalent information must be submitted if available.

A) SCOPE OF REPRESENTATION AUTHORITY

For sections 1 and 2 below, select one of (a), (b), or (c) to specify the scope of the proxy's authority.

1. Regarding the items on the General Assembly agenda:

Instructions: If option (c) is chosen by the shareholder, voting instructions on each agenda item are indicated by marking one of the options (Accept or Reject) opposite each agenda item in the table below. If "Reject" is selected, any dissenting opinion to be recorded in the minutes of the meeting should be specified.

2. Other matters that may arise at the General Assembly Meeting and special instructions especially related to minority rights:

Special Instructions: Any special instructions given by the shareholder to the proxy are indicated here.

B) THE SHAREHOLDER INDICATES THE SHARES TO BE REPRESENTED BY THE PROXY BY SELECTING ONE OF THE OPTIONS BELOW:

1. I approve the representation by the proxy of my shares detailed below.

• This information is requested for dematerialized shares.

** For dematerialized shares, group information is provided instead of number if available.

2. I approve the representation by the proxy of all my shares listed in the shareholder list prepared by MKK one day prior to the General Assembly.

(*) For foreign proxies, equivalent documents must be submitted if available.

ADDITIONAL DISCLOSURES WITHIN THE SCOPE OF THE CORPORATE GOVERNANCE COMMUNIQUÉ

In accordance with the Capital Markets Board’s Corporate Governance Communiqué No. II-17.1, the required additional disclosures are presented below for your information:

1. Ownership Structure and Voting Rights

2. Information on Significant Management and Operational Changes Affecting the Company’s Activities

There have been no management or operational changes in the past accounting period that would significantly affect our company’s activities.

3. Requests by Shareholders to Add Items to the Agenda

No written requests have been received by the Investor Relations Department from shareholders regarding the addition of items to the agenda during the period.

4. Information on Amendments to the Articles of Association in the Ordinary General Assembly Agenda

None.

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

FROM THE BOARD OF DIRECTORS

INVITATION TO THE EXTRAORDINARY GENERAL ASSEMBLY MEETING DATED AUGUST 21, 2019

Our Company's Extraordinary General Assembly Meeting will be held on Wednesday, August 21, 2019, at 10:30 AM at Küçük Çamlıca Mahallesi Erkan Ocaklı Sokak No:11 Üsküdar-Istanbul address to discuss and resolve the matters written in the agenda below. (*)

In accordance with Article 30 of the Capital Markets Law, the list of shareholders provided by MKK Inc. is taken into account by our Company's Board of Directors to prepare the list of attendees, and only shareholders whose names are on this list may participate in the General Assembly. According to Article 415 of the Turkish Commercial Code, only shareholders whose names are on the Attendance List prepared by the Board of Directors may attend the General Assembly Meeting. The “Shareholders List” provided by MKK as of 23:59 one day prior to the General Assembly date, which includes dematerialized shares, is the basis for preparing the Attendance List. Shareholders whose names are on this list may physically attend the Extraordinary General Assembly Meeting by showing identification.

Shareholders who wish to personally or through their representatives attend the General Assembly electronically in accordance with Article 1527 of the Turkish Commercial Code must notify this preference through the Electronic General Assembly System (EGKS) via the MKK system. If a representative will attend the meeting on behalf of the shareholder, the identity information of the representative must be recorded in EGKS.

Electronic attendance, appointment of representatives, making proposals, expressing opinions, and voting at the General Assembly will be conducted via EGKS provided by MKK. Participation is only possible through secure electronic signatures. Therefore, shareholders intending to transact through EGKS must first have a secure electronic signature.

Shareholders or their representatives who wish to participate electronically in the meeting must fulfill their obligations in accordance with the "Regulation on General Assemblies to Be Held Electronically in Joint Stock Companies" published in the Official Gazette dated August 28, 2012, no. 28395, and the "Communiqué on the Electronic General Assembly System to Be Applied in Joint Stock Company General Assemblies" published in the Official Gazette dated August 29, 2012, no. 28396. Otherwise, participation will not be possible.

Shareholders who cannot personally attend the meeting either physically or electronically but will participate via proxy must prepare their powers of attorney in accordance with the attached sample or obtain the power of attorney form from our Company's website at www.reysasgyo.com.tr and submit notarized powers of attorney or notarized signature circulars attached to the power of attorney.

In line with the Capital Markets Board’s Corporate Governance Principles and Communiqués, the agenda of the Extraordinary General Assembly Meeting, the 2018 Balance Sheet Profit and Loss Account, the Board of Directors’ dividend distribution proposal, the Board of Directors’ Activity Report, the Independent Audit Report, and the resumes of the Board Members will be available for review by shareholders at the company headquarters and on www.reysasgyo.com.tr 21 days prior to the General Assembly.

Respectfully announced to our shareholders.

(*) According to Article 29 of the Capital Markets Law, no registered letter will be sent to shareholders for the invitation to the General Assembly.

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

AGENDA OF THE EXTRAORDINARY GENERAL ASSEMBLY MEETING DATED 21/08/2019

POWER OF ATTORNEY

I hereby appoint ……………………………. as my proxy with authority to represent me, vote, make proposals, and sign necessary documents on my behalf at the Extraordinary General Assembly Meeting of Reysaş Real Estate Investment Trust Inc. to be held on Wednesday, August 21, 2019, at 10:30 AM at Küçük Çamlıca Mahallesi Erkan Ocaklı Sokak No:11 Üsküdar - Istanbul.

Proxy (*):

| Name and Surname / Trade Name | Turkish ID No / Tax No, Trade Registry and Mersis Number |

(*) For foreign proxies, equivalents of these data must be submitted if available.

A) SCOPE OF REPRESENTATION AUTHORITY

For sections 1 and 2 below, one of the options (a), (b), or (c) must be selected to determine the scope of the proxy's authority.

1. Regarding the agenda items of the General Assembly:

Instructions: If option (c) is selected by the shareholder, the instructions per agenda item must be indicated by marking either acceptance or rejection. If rejection is selected, any opposition statement requested to be recorded in the General Assembly minutes must be specified.

2. Special instructions regarding other matters that may arise at the General Assembly and the exercise of minority rights:

Special Instructions: If any, will be specified here by the shareholder.

B) SHAREHOLDER INDICATES THE SHARES TO BE REPRESENTED BY THE PROXY BY SELECTING ONE OF THE OPTIONS BELOW

• These details are requested for dematerialized shares.
  ** For dematerialized shares, group information is given instead of number if applicable.

| 2. | I approve the representation of all my shares included in the list of shareholders eligible to attend the General Assembly prepared by MKK one day before the General Assembly date by the proxy. |

| Shareholder Name / Trade Name | Turkish ID No / Tax No, Trade Registry and Mersis Number |

(*) For foreign proxies, equivalents must be submitted if available.

ADDITIONAL DISCLOSURES UNDER CORPORATE GOVERNANCE COMMUNIQUÉ

Pursuant to the Capital Markets Board’s Corporate Governance Communiqué No. II-17.1, additional disclosures are provided below:

1. Ownership Structure and Voting Rights

2. Information on Management and Operational Changes Significantly Affecting Our Company's Activities

There have been no management or operational changes significantly affecting our Company's activities in the previous accounting period.

3. Requests by Shareholders to Add Items to the Agenda

No written requests from shareholders have been received by the Investor Relations Department regarding the addition of agenda items during the period.

4. Information on Articles of Association Amendments in the Extraordinary General Assembly Agenda

None.

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

FROM THE BOARD OF DIRECTORS

INVITATION TO THE 2020 ORDINARY GENERAL ASSEMBLY MEETING

Our Company's Ordinary General Assembly Meeting will be held on Wednesday, June 24, 2020, at 12:00 PM at the address Küçük Çamlıca Mahallesi Erkan Ocaklı Sokak No:11 Üsküdar-İstanbul, following the approval of the Articles of Association by the General Assembly according to the relevant provisions of the Turkish Commercial Code, in order to discuss and resolve the items written on the agenda below. The meeting with Group A (Privileged) shareholders regarding the amendment of the Articles of Association will be held at 1:30 PM at the same address.(*)

Pursuant to Article 30 of the Capital Markets Law, the list of shareholders provided by MKK Inc. is taken into account to prepare the attendance list, and only shareholders whose names are on this list may attend the General Assembly. According to Article 415 of the Turkish Commercial Code, only shareholders whose names appear on the attendance list prepared by the Board of Directors can attend the General Assembly. For the preparation of the attendance list, the "Shareholders Schedule" provided by MKK as of 23:59 on the day before the General Assembly is taken as the basis. Those entitled whose names are on this list can physically attend the Ordinary General Assembly Meeting by showing their identity.

Shareholders who wish to attend the General Assembly electronically in person or through their representatives pursuant to Article 1527 of the Turkish Commercial Code must notify their preference through the Electronic General Assembly System (EGKS) via the MKK system. If the shareholder’s representative will attend the meeting, the representative’s identity information must be recorded in the EGKS.

Participation, appointment of proxies, making proposals, expressing opinions, and voting electronically at the General Assembly will be done through the EGKS provided by MKK. This participation is only possible with a secure electronic signature. Therefore, shareholders intending to transact via EGKS must first have a secure electronic signature.

Shareholders or their representatives wishing to attend electronically must fulfill their obligations in accordance with the "Regulation on General Assemblies to be Held Electronically in Joint Stock Companies" published in the Official Gazette dated August 28, 2012, No. 28395 and the "Communiqué on Electronic General Assembly System to be Applied in Joint Stock Company General Assemblies" published in the Official Gazette dated August 29, 2012, No. 28396. Otherwise, participation in the meeting is not possible.

Shareholders who cannot personally attend the meeting physically or electronically must arrange their proxies according to the sample below or obtain the proxy form from our company’s website www.reysasgyo.com.tr and present their notarized proxies or notarized signature circulars attached to the proxies.

Within the framework of our Company’s CMB Corporate Governance Principles and CMB Communiqués, the agenda of the Ordinary General Assembly Meeting, the 2019 Balance Sheet Profit and Loss Account, the Board of Directors' profit distribution proposal, the Board of Directors' Activity Report, the Independent Audit Report, and the resumes of Board members will be available for shareholders to review at the company headquarters and on the website www.reysasgyo.com.tr starting 21 days before the General Assembly Meeting.

Respectfully announced to our shareholders.

(*) According to Article 29 of the Capital Markets Law, no registered letters will be sent to our shareholders for the General Assembly Meeting invitation.

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING DATED 24/06/2020

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

AGENDA OF THE (A) GROUP PRIVILEGED SHAREHOLDERS GENERAL ASSEMBLY MEETING DATED 24/06/2020

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

JUSTIFIED AMENDMENT TEXT TO THE ARTICLES OF ASSOCIATION

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

PROXY FORM

PROXY STATEMENT

I hereby appoint the person named above as my proxy to represent me, vote, make proposals, and sign all required documents at the Ordinary General Assembly Meeting of Reysaş Real Estate Investment Trust Inc. to be held on June 24, 2020, at 12:00 PM, and at any postponed or reconvened meetings.

Shareholder Name and Surname / Title:
Signature:
Date:

POWER OF ATTORNEY

I hereby appoint ……………………………. as my proxy, authorized to represent me, vote, make proposals, and sign all necessary documents at the Ordinary General Assembly Meeting of Reysaş Real Estate Investment Trust Inc. to be held on Wednesday, June 24, 2020, at 12:00 PM at the address Küçük Çamlıca Mahallesi Erkan Ocaklı Sok. No:11 Üsküdar - Istanbul, in line with the opinions I specified below.

Proxy(*):

(*) For proxies of foreign nationality, if available, the equivalents of the above information must be provided.

A) SCOPE OF REPRESENTATION AUTHORITY

For sections 1 and 2 below, one of the options (a), (b), or (c) must be selected to define the scope of representation.

1. Regarding the items on the General Assembly Agenda,

• The proxy is authorized to vote according to their own opinion.

• The proxy is authorized to vote in line with the company management's proposals.

• The proxy is authorized to vote according to the instructions specified in the table below.

Instructions: If the shareholder selects option (c), instructions regarding each agenda item must be given by marking one of the options (accept or reject) opposite the relevant agenda item in the table below and, if rejecting, indicating any dissenting opinion to be recorded in the General Assembly minutes, if requested.

2. Regarding other issues that may arise during the General Assembly meeting, especially regarding the exercise of minority rights

• The proxy is authorized to vote according to their own opinion.

• The proxy is not authorized to represent on these issues.

• The proxy is authorized to vote according to the special instructions below.

Special Instructions: Any special instructions to be given by the shareholder to the proxy, if any, will be stated here.

B) THE SHAREHOLDER CHOOSES ONE OF THE OPTIONS BELOW AND INDICATES THE SHARES THEY WANT THE PROXY TO REPRESENT.

1. I approve the representation of my shares detailed below by the proxy.

• This information is requested for shares tracked in the electronic system.
  ** For shares tracked electronically, group information should be provided if available instead of number.

2. I approve the representation by the proxy of all my shares listed in the shareholder list prepared by MKK one day prior to the General Assembly meeting.

(*) For proxies of foreign nationality, if available, the equivalents of the above information must be provided.

ADDITIONAL DISCLOSURES UNDER CORPORATE GOVERNANCE COMMUNIQUÉ

The additional disclosures required by the Capital Markets Board’s Corporate Governance Communiqué No. II-17.1 are provided below for your information:

1. Shareholding Structure and Voting Rights

2. Information on Changes Affecting the Company’s Management and Operations Significantly

There were no management or operational changes during the previous fiscal year that would significantly affect the Company’s activities.

3. Shareholders’ Requests to Add Agenda Items

No written requests were received by the Investor Relations Department during the period for adding items to the agenda.

4. Information on Amendment to Articles of Association in the Ordinary General Assembly Agenda

The amendment to Article 8 “Capital and Shares” of the Company’s Articles of Association, authorized by the Capital Markets Board’s letter dated 12/12/2019 No. 12233903-340.08-E.15482 and Ministry of Trade’s letter dated 30/12/2019 No. 50035491-431.02, is included in the General Assembly agenda.

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

FROM THE BOARD OF DIRECTORS

INVITATION TO THE 2020 ORDINARY GENERAL ASSEMBLY MEETING

Our Company's Ordinary General Assembly Meeting will be held to discuss and resolve the agenda items written below on Tuesday, May 25, 2021, at 11:30 a.m., following the General Assembly approval of the articles of association according to the relevant provisions of the Turkish Commercial Code. The meeting regarding the amendment of the articles of association will take place with Group A (Preferred) shareholders at 12:45 p.m. at the address Küçük Çamlıca Mahallesi Erkan Ocaklı Sokak No:11 Üsküdar-İstanbul.(*)

Pursuant to Article 30 of the Capital Markets Law, the list of shareholders provided by MKK Inc. is taken into account by our Company's Board of Directors to prepare the list of attendees. Only shareholders whose names appear on this list may attend the General Assembly. According to Article 415 of the Turkish Commercial Code, only shareholders listed on the attendance list prepared by the Board of Directors can attend the General Assembly Meeting. The attendance list is based on the "Shareholders List" provided by MKK at 23:59 one day prior to the General Assembly for registered shares. Those entitled on this list can physically attend the Ordinary General Assembly Meeting by showing their identity.

Shareholders wishing to attend the General Assembly electronically in person or through representatives under Article 1527 of the Turkish Commercial Code must notify this preference via the Electronic General Assembly System through MKK's system. If a representative will attend on behalf of a shareholder, the representative’s identity information must be registered in the EGKS.

Participation, appointment of representatives, proposal submission, expressing opinions, and voting at the General Assembly electronically will be conducted through the EGKS provided by MKK. This participation requires a secure electronic signature. Therefore, shareholders who intend to operate through EGKS must first obtain a secure electronic signature.

Shareholders or representatives wishing to attend the meeting electronically must fulfill their obligations in accordance with the “Regulation on General Assemblies to be Held Electronically in Joint Stock Companies” published in the Official Gazette dated August 28, 2012, No. 28395, and the “Communiqué on Electronic General Assembly System to be Implemented in General Assemblies of Joint Stock Companies” published on August 29, 2012, No. 28396. Otherwise, participation will not be possible.

Shareholders who cannot attend the meeting physically or electronically themselves but will participate through a proxy must prepare their powers of attorney in accordance with the sample below or obtain the proxy form sample from www.reysasgyo.com.tr, and must submit notarized powers of attorney or notarized signature circulars to be attached to the powers of attorney.

Within the framework of the Capital Markets Board Corporate Governance Principles and Communiqués, the agenda of the Ordinary General Assembly Meeting, the 2020 Balance Sheet and Profit-Loss Statement, the Board of Directors’ Dividend Distribution Proposal, the Board of Directors' Activity Report, the Independent Audit Report, and the resumes of the Board members will be available for the shareholders’ review at our company headquarters and on the company’s website www.reysasgyo.com.tr starting 21 days before the General Assembly Meeting.

Dear Shareholders, please be informed.

(*) According to Article 29 of the Capital Markets Law, no registered letter will be sent to our shareholders for the General Assembly invitation.

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING DATED 25/05/2021

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

AGENDA OF THE (A) GROUP PREFERRED SHAREHOLDERS GENERAL ASSEMBLY MEETING DATED 25/05/2021

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

RATIONALE AND AMENDMENT TEXT OF THE ARTICLES OF ASSOCIATION

POWER OF ATTORNEY

I hereby appoint ……………………………. as my proxy with full authority to represent me, vote, make proposals, and sign the necessary documents at the Ordinary General Assembly Meeting of Reysaş Real Estate Investment Trust Inc. to be held on Tuesday, May 25, 2021, at 11:30 a.m. at the address Küçük Çamlıca Mahallesi Erkan Ocaklı Sok. No:11 Üsküdar - Istanbul, according to the opinions I express below.

Proxy’s(*) Information:

(*) For foreign proxies, equivalent documents must be submitted if available.

A) SCOPE OF REPRESENTATION AUTHORITY

For sections 1 and 2 below, choose one of the options (a), (b), or (c) to define the scope of the proxy's authority.

1. Regarding the items on the General Assembly Agenda:

Instructions:
If option (c) is selected by the shareholder, instructions related to each agenda item should be given by marking one of the options (accept or reject) opposite each agenda item in the table below, and if reject is selected, any requested dissenting opinion to be recorded in the General Assembly minutes should be specified.

2. Special instructions related to other issues that may arise at the General Assembly Meeting and especially regarding the exercise of minority rights

Special Instructions:
Any special instructions to be given by the shareholder to the proxy should be specified here.

B) THE SHAREHOLDER SPECIFIES THE SHARES TO BE REPRESENTED BY THE PROXY BY SELECTING ONE OF THE OPTIONS BELOW.

1. I approve the representation by the proxy of my shares detailed below:

• For dematerialized shares, this information is requested.
  ** For dematerialized shares, group information will be provided instead of number if available.

2. I approve the representation by the proxy of all my shares listed on the shareholder list prepared by MKK one day before the General Assembly date.

(*) For foreign proxies, equivalent documents must be submitted if available.

ADDITIONAL DISCLOSURES WITHIN THE SCOPE OF CORPORATE GOVERNANCE COMMUNIQUÉ

According to the Capital Markets Board’s Corporate Governance Communiqué II-17.1, additional disclosures required are presented below for your information;

1. Shareholder Structure and Voting Rights

2. Information Regarding Significant Changes in Management and Operations Affecting Our Company’s Activities

No significant changes in management or operations occurred in the past fiscal period that would materially affect the Company’s activities.

3. Requests by Shareholders to Add Items to the Agenda

No written requests regarding the addition of agenda items were submitted to the Investor Relations Department during the period.

4. Information Regarding Amendment to Articles of Association on the Ordinary General Assembly Agenda

The amendment to Article 8 titled “Capital and Shares” of the Company’s Articles of Association, for which the necessary permits have been obtained from the Capital Markets Board dated 12/12/2019 with document no. 12233903-340.08-E.15482 and from the Ministry of Trade dated 30/12/2019 with document no. 50035491-431.02, is included in the General Assembly Agenda.

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

FROM THE BOARD OF DIRECTORS

INVITATION TO THE 2021 ORDINARY GENERAL ASSEMBLY MEETING

Our Company's Ordinary General Assembly Meeting will be held on Tuesday, March 29, 2022, at 11:45 AM at the address Küçük Çamlıca Mahallesi Erkan Ocaklı Sokak No:11 Üsküdar - Istanbul, to discuss and resolve the items listed in the agenda below.(*)

Pursuant to Article 30 of the Capital Markets Law, the list of shareholders obtained from MKK Inc. by the Company's Board of Directors is taken into account and an attendance list is prepared; only shareholders whose names are on this list can attend the General Assembly. According to Article 415 of the Turkish Commercial Code (TCC), only shareholders listed on the attendance list prepared by the Board of Directors can participate in the General Assembly. The "Shareholders List" provided by MKK as of 23:59 on the day before the General Assembly, regarding dematerialized shares, serves as the basis for preparing the attendance list. Shareholders included in this list may physically attend the Ordinary General Assembly Meeting by presenting their ID.

Pursuant to Article 1527 of the TCC, shareholders wishing to attend the General Assembly electronically in person or via their representatives must declare their preference through the Electronic General Assembly System (EGKS) via MKK's system. If a representative will attend instead of the shareholder, the representative's identity information must be registered in EGKS.

Participation in the General Assembly electronically, appointment of a proxy, proposal submission, expression of opinion, and voting will be carried out through the EGKS provided by MKK. Participation is only possible with a secure electronic signature. Therefore, shareholders who intend to operate via EGKS must first obtain a secure electronic signature.

Shareholders or their representatives who want to participate electronically must fulfill their obligations in accordance with the "Regulation on General Assemblies to be Held Electronically in Joint Stock Companies," published in the Official Gazette No. 28395 dated August 28, 2012, and the "Communiqué on the Electronic General Assembly System to be Applied at General Assemblies of Joint Stock Companies," published in the Official Gazette No. 28396 dated August 29, 2012. Otherwise, participation in the meeting is not possible.

Shareholders who cannot personally attend the meeting physically or electronically and will attend via proxy must prepare their powers of attorney in accordance with the sample below or obtain a power of attorney form from our website www.reysasgyo.com.tr, and submit notarized powers of attorney or notarized signature circulars appended to the powers of attorney.

In accordance with the Capital Markets Board (CMB) Corporate Governance Principles and Communiqués, the agenda of the Ordinary General Assembly Meeting, the 2021 Balance Sheet and Profit/Loss Statement, the Board of Directors' profit distribution proposal, the Board of Directors' Activity Report and Independent Audit Report, and the résumés of the Board Members will be available for review by shareholders at our headquarters and on the website www.reysasgyo.com.tr starting 21 days before the General Assembly Meeting.

You may visit www.reysasgyo.com.tr to obtain information about your personal data processed under Law No. 6698.

Kindly notified to our shareholders.

(*) In accordance with Article 29 of the Capital Markets Law, no separate registered letter will be sent to shareholders for the General Assembly invitation.

AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING DATED 29/03/2022 OF REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

POWER OF ATTORNEY

I hereby appoint ……………………………. as my proxy, authorized to represent me, vote, propose, and sign necessary documents at the Ordinary General Assembly Meeting of Reysaş Real Estate Investment Trust Inc., to be held on Tuesday, March 29, 2022, at 11:45 AM at Küçük Çamlıca Mahallesi Erkan Ocaklı Sok. No:11 Üsküdar - Istanbul, in accordance with my instructions below.

(*) For foreign proxies, equivalents of these details must be provided if available.

A) SCOPE OF REPRESENTATION AUTHORITY

For sections 1 and 2 below, one of the options (a), (b), or (c) must be selected to specify the scope of authority.

1. Regarding the agenda items of the General Assembly,

Instructions: If option (c) is chosen, specific instructions for each agenda item must be marked as Accept or Reject in the table below. If Reject is selected, any requested dissenting opinion to be recorded in the General Assembly minutes must be stated.

2. Special instructions regarding other issues arising in the General Assembly and especially regarding the exercise of minority rights:

Special Instructions: Any special instructions to the proxy from the shareholder must be stated here.

B) THE SHAREHOLDER SPECIFIES THE SHARES TO BE REPRESENTED BY THE PROXY BY SELECTING ONE OF THE OPTIONS BELOW

1. I approve the representation by the proxy of my shares detailed below:

• These details are requested for dematerialized shares.

** For dematerialized shares, group information is given instead of number, if any.

2. I approve the representation by the proxy of all my shares included in the list of shareholders entitled to attend the General Assembly prepared by MKK one day prior to the meeting.

(*) For foreign proxies, equivalents of these details must be provided if available.

ADDITIONAL DISCLOSURES UNDER THE CORPORATE GOVERNANCE COMMUNIQUÉ

Pursuant to Capital Markets Board’s Corporate Governance Communiqué II-17.1, additional disclosures to be made are presented below for your information:

1. Shareholder Structure and Voting Rights

2. Information on Material Management and Operational Changes Significantly Affecting Our Company’s Activities

No material management or operational changes significantly affecting our company’s activities occurred in the past fiscal period.

3. Shareholders’ Requests for Adding Agenda Items

No written requests were submitted to the Investor Relations Department by shareholders regarding adding items to the agenda during the period.

4. Information on Amendments to the Articles of Association on the Ordinary General Assembly Agenda

There is no information regarding amendments to the Articles of Association on the agenda.

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

FROM THE CHAIRMANSHIP OF THE BOARD OF DIRECTORS

INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING DATED APRIL 26, 2023

Our Company’s Ordinary General Assembly Meeting, convened to review the activities of 2022 and to discuss and resolve the agenda items written below, will be held on Wednesday, April 26, 2023, at 10:00 AM at Küçük Çamlıca Neighborhood, Erkan Ocaklı Street No:13, Üsküdar / Istanbul / Turkey.

Shareholders who cannot personally attend the meeting must prepare their proxies in accordance with the sample below or obtain a proxy form from our Company’s headquarters or via the website www.reysasgyo.com.tr. In this context, they must comply with the provisions of the Communiqué No. II-30.1 titled “Voting by Proxy and Proxy Collection by Call,” published in the Official Gazette No. 28861 dated December 24, 2013, and submit notarized signed proxies to the Company. Proxies not conforming to the required sample below, which is mandatory according to the Communiqué, will not be accepted under any circumstances due to our legal liability.

Shareholders who will vote via the Electronic General Assembly System are kindly requested to obtain necessary information from the Central Registry Agency (https://egk.mkk.com.tr/egkweb/), the corporate website www.reysasgyo.com.tr, or our Company headquarters (Tel: +90 216 564 20 00) to ensure compliance with relevant regulations and Communiqués.

Pursuant to 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 shall not be conditional on the deposit of shares. Accordingly, shareholders do not need to block their shares to participate in the General Assembly Meeting.

Except for electronic voting provisions regarding agenda items at the Ordinary General Assembly Meeting, open voting will be conducted by raising hands.

The Financial Statements for the 2022 Operational Year of our Company, the Independent Audit Report, the proposal for profit distribution, the Activity Report including explanations on compliance with Corporate Governance Principles and Sustainability Principles, and the detailed Disclosure Note containing necessary explanations to comply with Capital Markets Board regulations will be available for review by esteemed shareholders at the Company Headquarters, on the corporate website www.reysasgyo.com.tr, and on the Central Registry Agency’s Electronic General Assembly system for one year starting three weeks prior to the meeting. In addition, information notes containing explanations required by the Capital Markets Board’s Corporate Governance Communiqué No. II-17.1 will also be accessible on our corporate website from the same date.

In accordance with the Law on the Protection of Personal Data No. 6698, detailed information about the processing of your personal data by our Company is available on the website www.reysasgyo.com.tr under the title “Reysaş Real Estate Investment Trust Inc. Personal Data Retention and Destruction Policy.”

All entitled stakeholders are invited to our General Assembly meeting. Pursuant to the Capital Markets Law, registered shareholders whose shares are publicly traded on the stock exchange will not receive a separate notification by registered mail.

This is respectfully submitted for the information of the public and esteemed shareholders.

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

BOARD OF DIRECTORS

Company Address:
Küçük Çamlıca Neighborhood, Erkan Ocaklı Street No:13, Üsküdar / Istanbul / Turkey

Trade Registry No: Istanbul / 676891
MERSIS No: 0735-0641-8170-0013

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

AGENDA FOR THE ORDINARY GENERAL ASSEMBLY MEETING DATED APRIL 26, 2023

PROXY FORM

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

I/We hereby appoint the following detailed-named proxy as my/our representative, authorized to represent me/us, vote, make proposals, and sign necessary documents at the Ordinary General Assembly Meeting of Reysaş Real Estate Investment Trust Inc., to be held on Wednesday, April 26, 2023, at 10:00 AM at Küçük Çamlıca Neighborhood, Erkan Ocaklı Street No:13, Üsküdar / Istanbul / Turkey, in line with the opinions indicated below.

Proxy’s Information:

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

A) Scope of Representation Authority

Regarding the matters on the General Assembly agenda:

 a) The proxy is authorized to vote according to their own opinion on all agenda items.

 b) The proxy is authorized to vote according to the proposals of the company management.

 c) The proxy is authorized to vote according to the instructions specified in the table below.

Instructions:
If option (c) is selected by the shareholder, instructions must be given by marking either acceptance or rejection for each agenda item opposite its title and, if rejecting, indicating any dissenting opinion requested to be recorded in the minutes of the General Assembly.

2. Special instructions related to other issues that may arise during the General Assembly meeting, especially the exercise of minority rights:

☐ a) Proxy is authorized to vote according to their own opinion.
☐ b) Proxy is not authorized to represent in these matters.
☐ c) Proxy is authorized to vote according to the special instructions below.

SPECIAL INSTRUCTIONS:
(If any, shareholders may specify special instructions to the proxy here.)

B) Shareholder specifies the shares to be represented by the proxy by selecting one of the options below:

1. I approve the representation of my shares detailed below by the proxy:

a) Series and type:
b) Number/Group:
c) Quantity - Nominal value:
d) Whether privileged in voting:
e) Whether registered or bearer shares:
f) Percentage of total shares/voting rights owned by the shareholder:

2. I approve the representation of all my shares listed in the list of shareholders eligible to attend the general assembly, prepared by the Central Registry Agency one day before the general assembly date.

SHAREHOLDER’S FULL NAME / TITLE:
T.C. ID No. / Tax No. / Trade Registry and No. / MERSIS No.:
ADDRESS:

SIGNATURE:

Notes:
[1] For foreign proxies, equivalent information must be provided if available.
[2] Information on series is not required for dematerialized shares.
[3] For dematerialized shares, if applicable, group information is given instead of number.
[4] Information on registered or bearer is not required for dematerialized shares.
[5] For foreign shareholders, equivalent information must be provided if available.

Istanbul Trade Registry Office - 676891 (Mersis No: 0735-0641-8170-0013)

FROM THE CHAIRMANSHIP OF THE BOARD OF DIRECTORS OF REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING DATED APRIL 17, 2024

Our company’s Ordinary General Assembly Meeting to review the 2023 activities and discuss and resolve the agenda items below will be held on Wednesday, April 17, 2024, at 10:30 AM, and regarding the amendment of the articles of association with A group shareholders at 11:30 AM, at Küçük Çamlıca Mah. Erkan Ocaklı Sok. No:13 Üsküdar / Istanbul / Turkey.(*)

Shareholders who cannot personally attend the meeting must arrange their proxies in accordance with the sample below or obtain the proxy form from our Company’s headquarters or from the website www.reysasgyo.com.tr, fulfilling the requirements stipulated in the Communiqué No. II-30.1 on “Voting by Proxy and Proxy Collection by Invitation” published in the Official Gazette dated 24.12.2013 and numbered 28861. They must submit their notarized signatures on their proxies to the Company. Proxies that do not comply with the mandatory provisions of the Communiqué and the proxy sample below will absolutely not be accepted due to our legal responsibility.

Shareholders voting through the Electronic General Assembly System are kindly requested to obtain information from the Central Registry Agency (https://egk.mkk.com.tr/egkweb/), our Company’s corporate website www.reysasgyo.com.tr, or the Company Headquarters (Tel: 0 216 564 20 00) to be able to apply according to relevant regulations and Communiqué provisions.

According to Article 415(4) of the Turkish Commercial Code No. 6102 and Article 30(1) of the Capital Markets Law, the right to attend and vote at the general assembly cannot be conditioned on the deposit of share certificates. Therefore, shareholders do not need to block their shares to participate in the General Assembly Meeting.

Except for the electronic voting provisions for agenda items at the Ordinary General Assembly Meeting, voting will be conducted openly by a show of hands.

The Financial Statements for the 2022 Fiscal Year, the Independent Audit Report, the proposal for Profit Distribution, the Activity Report including explanations on Compliance with Corporate Governance Principles and Sustainability Principles, and the detailed Information Note containing explanations necessary to comply with Capital Markets Board regulations will be available for review by shareholders at the Company Headquarters, on the Company’s corporate website www.reysasgyo.com.tr, and on the Central Registry Agency’s Electronic General Assembly system from three weeks before the meeting for one year. Additionally, information notes containing necessary disclosures under the Capital Markets Board’s Corporate Governance Communiqué No. II-17.1 will also be available on the Company’s website from the same date.

Pursuant to the Personal Data Protection Law No. 6698, detailed information regarding the processing of your personal data by our Company can be found in the “Reysaş Real Estate Investment Trust Inc. Personal Data Retention and Destruction Policy” shared with the public on www.reysasgyo.com.tr.

(*) All rights and interest holders are invited to our General Assembly meeting. According to the Capital Markets Law, no separate registered letter notification will be sent to shareholders holding registered shares traded on the stock exchange.

For public information and to the attention of our valued shareholders,
REYSAŞ REAL ESTATE INVESTMENT TRUST INC. BOARD OF DIRECTORS

Company Address: Küçük Çamlıca Mah. Erkan Ocaklı Sok. No:13 Üsküdar / Istanbul / Turkey
Trade Registry No: Istanbul / 676891
Mersis No: 0735-0641-8170-0013

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

AGENDA FOR THE ORDINARY GENERAL ASSEMBLY MEETING DATED APRIL 17, 2024

PROXY FORM

REYSAŞ REAL ESTATE INVESTMENT TRUST INC.

I/we hereby appoint the following person, introduced in detail below, as my/our proxy to represent me/us, vote, make proposals, and sign necessary documents at the Ordinary General Assembly Meeting of Reysaş Real Estate Investment Trust Inc., to be held on Wednesday, April 17, 2024, at 10:30 AM at Küçük Çamlıca Mah. Erkan Ocaklı Sok. No:13 Üsküdar - Istanbul / Turkey.

Proxy 1:

Instructions:
If option (c) is selected by the shareholder, instructions for each agenda item must be given by marking one of the options (accept or reject) opposite the relevant agenda item and, in the case of rejection, by indicating the dissenting opinion to be recorded in the general assembly minutes if any.

Special Instructions: Any special instructions from the shareholder to the proxy can be stated here.

Does the share have voting privilege? (ç)

Notes:

1. For foreign proxies, the equivalents of the above information must be provided if any.

2. Information is not required for dematerialized shares monitored in records.

3. For dematerialized shares, group information will be given if any instead of number.

4. Information is not required for dematerialized shares monitored in records.

5. For foreign shareholders, the equivalents must be provided if any.