Summary Info
Registration and Announcement of the Resolution of the Extraordinary General Assembly Meeting Held on 28.12.2025
Update Notification Flag
Yes
Correction Notification Flag
No
Postponed Notification Flag
No
General Assembly Invitation
General Assembly Type
Extraordinary
Decision Date
28.11.2025
General Assembly Date
28.12.2025
General Assembly Time
11:00
Record Date (Deadline For Participation In The General Assembly)
27.12.2025
Country
Turkey
City
İZMİR
District
TORBALI
Address
Çaybaşı Mahallesi Aydın Caddesi No:51/A Torbalı / İZMİR
Agenda Items
1 - Opening, formation of the meeting chairmanship, and moment of silence
2 - Granting authorization to the Meeting Chairmanship for signing the General Assembly Meeting Minutes
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.
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.
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.
6 - Informing the shareholders that the details regarding the exercise of the right to withdraw are included in the information document
7 - Wishes and Suggestions
Corporate Actions Involved In Agenda
Merger
Capital Increase/Decrease
General Assembly Invitation Documents
Appendix: 1
01 ESAS SOZLESME TADIL METNI.pdf - Article of Association Amendment Text
Appendix: 2
03 GENEL KURUL BİLGİLENDİRME DÖKÜMANI.pdf - General Assembly Informing Document
Appendix: 3
02 GENEL KURUL ÇAĞRI.pdf - Other Invitation Document
Appendix: 4
TTSG TOPLANTIYA ÇAĞRI 03.12.2025.pdf - Announcement Document
General Assembly Results
Was The General Assembly Meeting Executed?
Yes
General Assembly Results

1. Under Item 1 of the agenda, pursuant to the motion submitted for the election of the General Assembly Meeting Chairmanship, as a result of the open vote conducted, Ms. Funda BAŞLAMA was nominated as the Meeting Chair.
The nomination was accepted unanimously. The Meeting Chair, Ms. Funda BAŞLAMA, appointed Ms. Cansel KAYA as the Minute Clerk and Ms. Gamze Emel KENDİGELEN as the Vote Collector.
Ms. Funda BAŞLAMA briefly informed the shareholders about the electronic general assembly system.

2. Proceeding to Item 2 of the agenda, the Meeting Chairmanship was unanimously authorized to sign the minutes of the Ordinary General Assembly Meeting and to carry out and finalize all legal procedures related to the meeting.

3. Proceeding to Item 3 of the agenda, the Meeting Chair stated that this agenda item was for information purposes only and would not be put to a vote.
Shareholders were informed regarding the merger transaction to be discussed under Item 4 of the agenda, whereby, within the framework of the Turkish Commercial Code No. 6102, the Capital Markets Board's Communiqué No. II-23.2 on Mergers and Demergers, and other relevant capital markets legislation, all assets and liabilities of Anadolu Gayrimenkul Yatırım A.Ş. , registered with the Torbalı Trade Registry Office under registry number 7948, would be transferred in whole to the Company and merged into the Company through dissolution without liquidation, including that:

The merger transaction was first publicly disclosed via the Public Disclosure Platform (KAP) on 23.01.2025 , and an application was submitted to the Capital Markets Board on 04.02.2025 ;


In the expert institution report, merger agreement, merger report, disclosure text, and other related reports prepared in accordance with the Capital Markets Board's Communiqué No. II-23.2, the Company's consolidated financial statements and notes for the accounting period 01.01.2025 – 30.06.2025 , prepared in compliance with Communiqué No. II-14.1 on Financial Reporting in Capital Markets and other relevant regulations, were taken into consideration;


At its meeting dated 25.11.2025 and numbered 61/2178 , the Capital Markets Board resolved to approve the disclosure text regarding the merger, which was announced by the Company on 28.11.2025 via the Public Disclosure Platform and on the Company's corporate website at www.adragyo.com.tr ;


Pursuant to Article 149 of the Turkish Commercial Code No. 6102 and Article 8 ("Public Disclosure") of the Capital Markets Board's Communiqué No. II-23.2, the disclosure text approved by the Capital Markets Board, the merger agreement, merger report, financial reports for the last three years, expert institution report, post-merger estimated opening balance sheet, and real estate valuation reports were made available for review at least 30 days prior to the general assembly meeting date at which the merger would be approved, at the Company's headquarters located at Çaybaşı Mahallesi Aydın Caddesi No:51/A, 35880, Torbalı / İzmir, as well as on the Company's website and the Public Disclosure Platform ( www.kap.org.tr ).

4. Proceeding to Item 4 of the agenda, within the framework of the Turkish Commercial Code No. 6102, the Capital Markets Board's Communiqué No. II-23.2 on Mergers and Demergers, other relevant legislation, and subject to the approval of the Capital Markets Board, the Merger Agreement dated 11.11.2025 included as Annex 1, regarding the merger of Anadolu Gayrimenkul Yatırım A.Ş. into the Company through transfer of all assets and liabilities and dissolution without liquidation, was submitted to the approval of the shareholders and was accepted unanimously by the attendees.

5. Proceeding to Item 5 of the agenda, with respect to the merger of Anadolu Gayrimenkul Yatırım A.Ş. into the Company through the transfer of all assets and liabilities:

Pursuant to the resolutions adopted by the Capital Markets Board at its meeting dated 25.11.2025 and numbered 61/2178 , and subject to the approval of the Merger Agreement and the merger transaction under Item 4 of the agenda, the authorization of the Board of Directors to carry out all necessary actions and procedures for increasing the Company's issued capital from TRY 293,700,000.00 by TRY 252,154,434.99 to TRY 545,854,434.99 , and to amend Article 8 ("Capital") of the Company's Articles of Association as set forth in Annex 2, within the scope of the permission granted by the Capital Markets Board's letter dated 28.11.2025 and numbered E-12233903-340.05.05-81905 , was submitted to the approval of the shareholders and accepted unanimously.

6. Proceeding to Item 6 of the agenda, shareholders were informed that information regarding the exercise of the right of withdrawal in relation to the merger was explained under the heading "2. Additional Explanations within the Scope of Capital Markets Board Regulations" , subsection "a) Exercise Process of the Right of Withdrawal" in the General Assembly information document.

7. Proceeding to Item 7 of the agenda, shareholders were asked whether they had any wishes or suggestions; none were expressed.
It was asked whether there were any shareholders objecting to the resolutions adopted, and it was determined that there were no objections.
As there were no further matters to be discussed on the agenda, the Meeting Chair, Ms. Funda BAŞLAMA , closed the meeting at 11:14 .

Decisions Regarding Corporate Actions
Capital Increase/Decrease
Accepted
Merger
Accepted
General Assembly Registry
Were The Minutes Registered?
Yes
Date of Registry
29.12.2025
General Assembly Result Documents
Appendix: 1
ADRA GYO TUTANAK VE EKLER.pdf - Minute
Appendix: 2
Hazirun ADGYO İMZASIZ.pdf - List of Attendants
Additional Explanations

The resolutions adopted at the Extraordinary General Assembly Meeting for the year 2025, held on 28.12.2025, were registered by the Torbalı Trade Registry Directorate on 29.12.2025 and published in the Turkish Trade Registry Gazette dated 29.12.2025 and numbered 11489.

Respectfully announced to the public.

The English translation of this disclosure has been announced to the public simultaneously. In the event of any discrepancy between the Turkish and English texts, the Turkish version shall prevail.