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General Assembly Invitation
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Agenda Items
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1 - Opening, formation of the meeting chairmanship, and moment of silence
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2 - Granting authorization to the Meeting Chairmanship for signing the General Assembly Meeting Minutes
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3 - Providing information to the shareholders, without submitting it to a vote or resolution at the General Assembly, regarding the merger ("Merger") to be discussed and resolved under Agenda Item 4, whereby all assets and liabilities of Anadolu Gayrimenkul Yatırım A.Ş. will be taken over ("devir alınması") by our Company as a whole and merged within our Company.
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4 - Submitting for the approval of the shareholders, discussing, and resolving the "Merger" transaction—prepared by our Company's Board of Directors within the scope of the merger process whereby all assets and liabilities of Anadolu Gayrimenkul Yatırım A.Ş., registered with the Torbalı Trade Registry Office under registration number 7948, will be taken over by our Company as a whole and the said company will cease to exist without liquidation (dissolution), in accordance with the provisions of the Turkish Commercial Code No. 6102, the Capital Markets Board Communiqué on Mergers and Demergers (II-23.2), the Capital Markets Legislation, and other applicable legislation, and subject to the approval of the Capital Markets Board, together with the "Merger Agreement" prepared by our Company's Board of Directors.
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5 - Pursuant to the decisions taken at the Capital Markets Board (CMB) meeting dated November 25, 2025, numbered 61/2178, and within the scope of Agenda Item 4, subject to the approval of the Merger Agreement and the Merger Transaction by the shareholders, the matter will be submitted to the shareholders for discussion, approval, and resolution regarding the increase of the Company's issued capital from TRY 293,700,000.00 by TRY 252,154,434.99, bringing the total capital to TRY 545,854,434.99, as well as the amendment of Article 8 – Capital of the Company's Articles of Association. The necessary approvals will be obtained, and the procedures required to amend Article 8 of the Articles of Association in accordance with the obtained permissions will be carried out. The Board of Directors will be authorized to execute all actions and take all necessary steps in connection with these processes.
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6 - Informing the shareholders that the details regarding the exercise of the right to withdraw are included in the information document
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7 - Wishes and Suggestions
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Corporate Actions Involved In Agenda
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Additional Explanations
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At the Board of Directors meeting held on November 28, 2025 , it was decided that the Company's Extraordinary General Assembly Meeting will be held on December 28, 2025, at 11:00 AM at the Company headquarters, located at Çaybaşı Mahallesi, Aydın Caddesi No:51/A, Torbalı/İzmir , to discuss and resolve the agenda items specified in this announcement.
The invitation to the Extraordinary General Assembly Meeting dated 28.12.2025 — including the agenda and proxy form — as well as the information document, the draft amendment to the articles of association, and the TTSG announcement are enclosed.
This announcement is respectfully made to the public.
The English translation of this announcement has been simultaneously disclosed to the public. In case of any discrepancies between the Turkish and English versions, the Turkish text shall prevail. |