Investor Relations

Corporate Governance

Policies

Disclosure Policy

General Framework of the Disclosure Policy
İş Gayrimenkul Yatırım Ortaklığı A.Ş. (Is REIC) makes the statutory and all other types of disclosure of all financial information in compliance with the Turkish Commercial Code, the generally accepted accounting principles and the Corporate Governance Principles including mainly stipulations of the Capital Markets Law and the regulations introduced based on this Law. Accordingly, the Company has adopted a detailed information and public disclosure policy.
The basic purpose of the disclosure policy is to ensure the communication of the information and announcements of the Company other than its trade secrets to the shareholders, investors, employees, customers, creditors, suppliers, and all other relevant parties on a timely, accurate, complete, comprehensible, easy and the most economically accessible manner under equivalent conditions.
Pursuing an active approach on the adoption and implementation of the Corporate Governance Principles, Is REIC shows maximum effort for the realization of the requirements of the laws and principles and the best international practices pertinent with the public disclosure. The Company's Disclosure Policy has been prepared within the above-mentioned framework and approved and given effect by the Board of Directors.

Authority and Responsibility
Public Disclosure Policy has been prepared by the Board of Directors. At Is REIC, monitoring, supervising and improvement of the Public Disclosure Policy is under the final authority and responsibility of the Board of Directors. Investor Relations Department is in charge of the disclosure function. The executives of this department execute this responsibility in cooperation with the Corporate Governance Committee and the Board of Directors.

Works Conducted and the Methods and Instruments Employed for the Public Disclosure
Means and instruments employed in the public disclosure works conducted within the framework of the Capital Markets Law and pertinent regulations, Turkish Commercial Code and other laws and regulations have been listed below:

Financial reports and statements prepared quarterly in accordance with the regulations published by the Capital Markets Board ("the Board") are published at the Public Disclosure Platform (PDP) and the website of the Company within the stipulated legal periods. The relevant financial reports are disclosed with the statement of responsibility signed by the Board Members in charge of the financial reporting and the General Manager or the managers in charge of the financial reporting. Financial statements and activity reports provide the activities realized in the relevant period, the position of Is REIC in the market, its general performance and other important subjects. Financial statements and the annual activity report are also translated into English and published in the website of the Company.

Material event disclosures required to be made in accordance with the capital markets laws and regulations, are disclosed to the PDP within the due time. Although material event disclosures are in principal signed by the managers in charge of the management of the relations with the shareholders, they may also be submitted to the relevant authorities by being signed by the managers in charge of the managers of the relevant departments. Material event disclosures are also published in the Company's website at the latest on the next business day that follows the date of such disclosure. Material event disclosures are also translated into English and published in the website of the Company.

The Company staff having access to the internal information is informed about their responsibility stemming from the relevant laws and regulations until the disclosure of the material information to the public. A confidentiality clause is added to the agreements enacted with the persons and institutions that may have access to the internal information of the Company due to the character of the service provided by these persons and institutions.

Announcements and disclosures in cases such as the amendments to the Articles of Association, capital increase, etc. are executed in accordance with the clauses of the pertinent laws and regulations and the Articles of Association of the Company.

The information and documents related with the General Assembly of the Shareholders meetings are communicated to the shareholders also by means of the Electronic General Assembly Meeting System.

Annual activity report is prepared and submitted to the analysis of the shareholders in accordance with the regulations of the Capital Markets Board and other pertinent regulations prior to the general assembly meeting each year so as to cover the required information and explanations, and is published in the Company's website (www.isgyo.com.tr). Upon request, this report can also be provided from the Investors Relations Department of Is REIC in published form.

The relations with the printed and visual media as well as the data broadcasting media are conducted in coordination with the Corporate Communications Department. The Company also makes press statements when required. These press statements can be made by the Chairman, General Manager or its deputy, and other persons as may be approved and authorized by such persons. The materials shared during these press meetings are also published in the website of the Company.

The news articles published in the printing-broadcasting institutions about Is REIC are monitored via aprofessional media monitoring agency. Accordingly, if and when there is a need to make a disclosure under the laws and regulations on disclosure of the material cases, such disclosure is made by way of compiling the relevant information from the relevant departments.
Where a disclosure is made about the hearsay and the baseless reports published in the media organizations and in internet which do not bear an obligation to make a material event disclosure; the method and content of such disclosure is determined in consideration with the quality and scope of this disclosure, the population it reaches, and whether or not such disclosure affects the reputation of the Company. A material event disclosure also accompanies the announcements and explanations made regarding such reports and hearsays, provided that the announcement and explanation includes an issue that bears the obligation to make a public disclosure too. Is REIC reserves its rights for legal action if such reports damage the reputation of the Company.

The shareholders and other relevant parties are provided information via local and international investor meetings, road-shows and teleconference meetings. The managers of the Investor Relations Department participate to such meetings, road-shows and teleconference meetings organized by the Investor Relations Department, and the scope of the contact teams referred above can be extended as may be needed.

The materials shared in the introduction and information meetings with the investors are provided in the website of the Company in order to ensure that all market participants are informed about these meetings equally and simultaneously.

Any and all questions of the shareholders and other parties delivered to the Investor Relations Department via e-mail, post, telephone and similar instruments within the scope of the investor relations are forthwith responded by the Investor Relations Department and those questions sent via the communication form at the Company's website are responded by the coordination of the Corporate Communications Department.

The shareholders, analysts, portfolio managers and other persons subscribed to the distribution list of the Investor Relations Department are delivered all relevant information including mainly the material event disclosures regularly and periodically by the Investor Relations Department. Subscription to this distribution list is possible by way of contact with the Investor Relations Department or by applying through the webpage of the Company.

The website of the Company is used actively for providing all relevant information to the public, and all the information and data provided therein is provided in accordance with a format that suits the corporate governance profile. Both of the Turkish and English websites are regularly and simultaneously updated for the purpose of informing the participants of the capital markets more efficiently.

Other Actions and Procedures
The disclosures made via means other than the ones referred above are made by signing within the authorities laid down under the signature circular of the Company.

Forward Looking Statements
Regarding the Company's forward looking statements; the General Manager has been authorized to disclose such statements to the public within the framework of the pertinent laws and regulations. In this regard, such statements are made with the written approval of the General Manager through material event disclosures, activity reports which are disclosed in accordance with the regulations regarding financial statements and investors presentations which are prepared to informe investors and also published in the PDP. An explanation is provided if and when there is a significant discrepancy between the issues disclosed to the public and the realized figures as and when may be required within the framework of the pertinent laws and regulations. The regulations of the Capital Markets Board are pursued during the disclosure of the future assessments of the Company.

Identification of the Persons with Administrational Responsibility
The positions of the persons within the company's organization and the information which these persons have access to should be taken as the main criteria during the identification of the persons with administration responsibility. Accordingly, Board Members, General Manager and Assistant General Managers have been defined as the persons having administrational responsibility. Other than these, the managers who are found to possess the qualifications laid down under the pertinent laws and regulations are also identified as persons with administrational responsibility.

Website of İş Gayrimenkul Yatırım Ortaklığı A.Ş. www.isgyo.com.tr
The website of the company is actively and widely used in the disclosures made to the public. The website has been prepared in Turkish and English languages, and it comprises the information and data provided by the Corporate Governance Principles and by the regulatory authorities. The information and data provided in the Company's website is regularly reviewed and the compliance of the website with the relevant regulations on the form and content of the websites. The content provided in the website within the scope of the investor relations is monitored and updated by the Investor Relations Department, and the content other than the investor relations by the Corporate Communications Department.
The Company's website has been allotted so as to include the section named "Information Society Services" in accordance with the pertinent laws and regulations. Connection to The Central Registry Agency's portal is provided via the Information Society Services section and the documents laid down under the laws and regulations can also be reached via the referred connection.

Dividend Policy

Maintaining the fine balance between the expectations of the shareholders and the Company's needs for growth,

Profitability of the Company,

Accordingly, the Company has adopted a dividend policy to propose to the General Assembly that at least 30% of the distributable profit to be distributed as stock or cash.
There are no privileges concerning participation in the Company's profit, and dividend distribution is carried out within the legally-prescribed period of time.
In case, the Board of Directors proposes not to distribute profits, the reasons of the proposal and the information about how the undistributed profits will be allocated should be submitted to shareholders in the General Meeting of Shareholders, explained in the Annual Report and disclosed to the public.
The subject of advance dividend payment has been included in the Company’s Articles of Association, and advance dividend payment can be made to the shareholders within the framework of the capital market regulations on the subject.

Donation Policy

The Company may make donations within the scope of social responsibility and within the procedures and principles determined by the Capital Markets Board.

In order to contribute positively to the public perception of the Company's sensitivity for its social responsibility, donations could be made without requiring material or non-material benefit.

On issues such as education, health, culture, law, art, scientific research, environmental protection, sports and similar social issues or

On natural disasters occurring in or outside the country.

Compensation Policy

Our company has based its benefits policy for laid-off Employees on the applicable Labor Law No. 4857. Within this framework;

The Severance Payment is the amount paid to the employee, who has worked for periods defined in the Labor Law No. 4857 and whose employment contract has ended due to a reason stipulated in the Law, or to his/her legal heirs in case of death, which is calculated according to the seniority of an employee within the financial limits stipulated by the Law.

As per Article 17 of Labor Law No. 4857, Notice Payment is paid by notifying the employee that his/her employment contract will be terminated and giving him/her the time to look for a job, or paying his/her wage in cash until end of the notice period.

Remuneration Policy

1- Objective and Scope of the Policy
The primary objective of İş GYO A.Ş. Remuneration Policy (the “Policy”), is to ensure that the Company’s practices with regard to remuneration are planned and carried out in compliance with the relevant legislation, the Company’s scope and structure of activities, strategies, long-term targets and risk management structures, preventing undertaking of undue risks and are based on effective risk management.
The Policy is applicable for all executives and employees of the Company at every levels, with regard to remuneration management.

2. Primary Principles and Procedures Regarding Remuneration
It is essential that the remunerations to be paid to Company executives and employees at every level are compliant with the ethical values, intercompany balances and strategic targets of the Company and not correlated with only short-term performance thereof.
Performance-based incentives are determined in a manner that would have a positive impact on the corporate values of the Company, based on objective criteria, without any guarantees as to their amount, and also by taking into consideration the span of the risks taken.
Payments to be made to executives and personnel of units within the internal systems shall be determined by taking into consideration the performance of the relevant employee with regard to his/her own function, independent of the performance of the operational unit they audit, supervise, or control.
Performance-based incentive payment criteria thus determined are then announced to the employees, subject to regular reviews.
Necessary action is taken against those employees who are found out to be responsible for disruption of the financial constitution of the Company or to endanger secure operation of the Company as a result of their acts, including cancellation of performance-based payments.

3. Duties and Responsibilities
The ultimate authority and responsibility concerning efficient management and execution of the Company remuneration practices within the framework of the relevant legislation and this Policy lies with the Company Board of Directors. The Board of Directors ensures effectiveness and adequacy of the Policy by reviewing it at least once a year.
The Corporate Governance Committee formed within the Board of Directors monitors and supervises the remuneration practices of the Company within the framework of this Policy and presents the Board of Directors its evaluations and suggestions.
Company Senior management is answerable to the Board of Directors for efficient management and execution of the Company remuneration practices within the framework of the relevant legislation and this Policy.
Duties and activities regarding preparation, publication, updating, efficient implementation and follow up of procedures related with the principles and procedures concerning remunerations in the Company are carried out, supervised and coordinated within the body of the department of the Company responsible for “Human Resources Management” of the Company within the framework of the relevant legislation and this Policy. Other departments of the Company fulfill their duties within this scope in coordination with the department responsible for Human Resources Management.
Company personnel at all levels shall be responsible for full and accurate fulfillment of their respective duties for expedient and effective implementation of this Policy and the relevant procedures.
Compliance of this remuneration-related practices and operations of the Company with the provisions of this Policy and the relevant legislation is regularly inspected and evaluated by the department responsible for internal audit.

4. Coming Into Effect
This Policy and subsequent amendments or updates thereto as required by changing conditions shall come into effect upon approval of the Board of Directors.

Code of Ethics

Shareholders

İş GYO is committed to increasing shareholder value. İş GYO aims to manage its investments through minimizing risks and maximizing long term value and return.

As a public company, İş GYO is regulated and observed by the Capital Markets Board and is thereby obliged to operate at the highest degree of transparency and professionalism.

İş GYO believes in shareholder equality and thereby aims to treat each shareholder with the same degree of access and importance. Shareholders are encouraged to share their views and İş GYO aims to maintain an open communiction channel with all of its investors.

All the shareholders are informed about İş GYO's structure, financial stituation and performance in an open and timely manner. Such information will be updated continuously with the aim of providing investors the information they require in the most efficient and effective fashion.

Operational Standards

İş GYO acts with transparency, honesty and integrity in its dealings with its tenants, partners, service providers, and employees.

İş GYO complies with all applicable laws and regulations related to its operations.

İş GYO respects the rights and freedoms of its employees and those whom it has business relationships with.

İş GYO believes in fair competiton principles and acts with honesty and integrity in each of its business relationships.

Employees

İş GYO believes in maintaining a safe, healthy, and productive working environment free from discrimination, harrasment, and abuse.

İş GYO management maintains an open and ongoing dialogue with all employees and encourages employee participation in business policy formulation.

İş GYO believes in promotion based on merit and the value of individual contribution.

Employees are expected to conform to the highest levels of professionalism and integrity in all their communications and business relations.

Employees are expected to adopt company policies and safeguard the company's reputation and image.

Employees are expected to interact with their colleagues in a respectful and professional manner consistent with all relevant laws. Any conduct that is inconsistent with this standard shall be reported to management without delay.

Employees are to refuse any and all gifts that are inconsistent with high standards of professionalism and ethics, and will inform management if attempts to bestow such gifts are made at any time.

Customers-Suppliers-Partners

İş GYO is comitted to establishing trust and fulfilling its commitments in all of its business relations. İş GYO will treat its customers in a professional and honest manner consistent with the principles of equality and honesty.

İş GYO aims to develop mutually rewarding long-term relationships.

İş GYO aims to conduct business with companies and individuals who share in the values and principles outlined in this Code.

Compliance With The Code
All İş GYO employees are, without exception, expected to comply fully with the principles described herein. Should an employee act in a manner inconsistent with this code, management shall be informed without delay. No employee shall be held liable or otherwise responsible for any loss of business accrued through his or her compliance with this Code.

Reports and Presentations

Public Disclosures

Please click here for all public disclosures of the company.

267 Results

Completion Of Corporate Bill Issuance To Qualified Investors TRFISGY42521 (20.01.2025)

Our company has completed the issuance of the corporate bill with a nominal value of 650,000,000 TL a maturity of 91 days and a single coupon payment at the end of maturity, which has been offered for sale to qualified investors. The maturity start date of the corporate bill is 20.01.2025 and maturity date 21 April 2025. The interest rate is set at TLREF + %0,5.

2nd Coupon Payment of the Bill with TRFISGY42513 ISIN code (10.01.2025)

The 2nd coupon payment was made for the bill with a nominal value of TL 350,000,000, 269 days maturity, quarterly coupon payments and TRFISGY42513 ISIN code.

Announcement In Accordance With the Article 40 (40/3/ç) of the Capital Markets Board's Communiqué on Principles of Real Estate Investment Companies (10.01.2025)

Pursuant to Article 40/3/ç of the Capital Markets Board's Communiqué on Principles Regarding Real Estate Investment Companies, within the scope of the collective notification of purchase, sale or lease transactions that do not exceed 2% of the total assets in our last financial statements disclosed to the public in 2024, our Company carried out sales transactions amounting to approximately TL 1.754 million + VAT from the units sales of Ege Perla, Manzara Adalar, Kasaba Modern (İŞ REIC Share: %44) and Litus Istanbul (İŞ REIC Share: %50) in our real estate projects. Also, with regards to the real estate portfolio, the total amount of rental transactions, including renewed rental contracts realized in 2024, is approximately TL 400 million + VAT. In contradiction between the Turkish and English version of this public disclosure, the Turkish version shall prevail.

2nd Coupon Payment of the Bill with TRFISGY72510 ISIN code (09.01.2025)

The 2nd coupon payment was made for the bill with a nominal value of TL 500,000,000, 364 days maturity, quarterly coupon payments and TRFISGY72510 ISIN code.

The 2nd Coupon Ratio of TRFISGY42513 ISIN Coded Bill (09.01.2025)

The 2nd coupon payment will be made on 10.01.2025 for the bill with a nominal value of TL 350,000,000, 269 days maturity, 3-month coupon payments, floating interest, with ISIN code TRFISGY42513, which was sold on 12.07.2024. The interest rate for the 2nd coupon payment determined as 13.2123%.

The 2nd Coupon Ratio of TRFISGY72510 ISIN Coded Bill (08.01.2025)

The 2nd coupon payment will be made on 09.01.2025 for the bill with a nominal value of TL 500,000,000, 364 days maturity, 3-month coupon payments, floating interest, with ISIN code TRFISGY72510, which was sold on 11.07.2024. The interest rate for the 2nd coupon payment determined as 13.2218%.

Key Indicators

Balance Sheet Items

TL, million

31.12.2019

31.12.2020

31.12.2021

31.12.2022

31.12.2023

30.06.2024

Current Assets

1.249,8

464,9

492,3

1.837,1

5.639,1

3.119,5

Non-current Assets

4.466,6

4.760,5

6.184,0

15.580,1

39.405,4

42.546,0

Total Assets

5.716,4

5.225,4

6.676,3

17.417,2

45.044,6

45.665,5

Short-term Liabilities

1.232,4

962,6

1.000,4

3.488,3

5.002,2

5.607,8

Long-term Liabilities

623,8

131,9

200,3

8,7

3.315,0

902,2

Equity

3.860,2

4.131,0

5.475,7

13.920,2

36.727,3

39.155,6

Total Liabilities

5.716,4

5.225,4

6.676,3

17.417,2

45.044,6

45.665,5

Debt Ratios

TL, million

31.12.2019

31.12.2020

31.12.2021

31.12.2022

31.12.2023

30.09.2024

Total Debts

1.856,1

1.094,5

1.200,7

3.497,0

8.317,2

6.510,0

Financial Debts

1.438,5

1.013,0

1.043,2

3.398,5

6.660,1

5.820,0

Financial Leverage (%)

32%

21%

18%

20%

18%

14%

Financial Debts/ Total Assets (%)

25%

19%

16%

20%

15%

13%

Income Statement Items

TL million

31.12.2019

31.12.2020

31.12.2021

31.12.2022

31.12.2023

30.09.2024

Revenues

1.206,5

552,7

488,6

686,9

1.253,5

2.742,1

Cost of Sales

956,0

356,3

201,0

240,4

320,3

1.729,9

Gross Profit

250,5

196,4

287,6

446,5

933,2

1.012,2

Gross Margin

21%

36%

59%

65%

74%

37%

EBIT

539,1

441,7

1.477,6

8.654,4

2.686,0

2.799,9

EBIT Margin

45%

80%

302%

1260%

214%

102%

Net Profit/Loss

297,4

266,5

1.329,9

8.364,2

3.131,3

2.405,1

Net Margin

25%

48%

272%

1218%

250%

88%

General Assembly

Internal Directive

INTERNAL DIRECTIVE ON WORKING PRINCIPLES AND PROCEDURES OF İŞ GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ GENERAL ASSEMBLY

Section One

Purpose, Scope, Grounds and Definitions

Purpose and scope

Article 1 - (1) This Internal Directive establishes the working principles and procedures of İş Gayrimenkul Yatırım Ortaklığı Anonim Şirketi (İş REIT) general assembly, within the scope of the relevant legislation and provisions of the company articles of association. This Internal Directive is applicable on all ordinary and extraordinary general assembly meetings of İş REIT.

Grounds

Article 2 - (1) This Internal Directive was prepared by the Board of Directors in compliance with the Regulation on Principles and Procedures Applicable for General Assembly Meetings of Joint Stock Companies and the Ministry of Customs and Trade Representatives to be Present at the Meetings.

Definitions

Article 3 - (1) The following terms in this Internal Directive shall have the following meanings attached to them:

Assembly: Daily meetings of the general assembly,
Law: Turkish Commercial Code No. 6102 dated 13.01.2011.
Session: Each part of the assembly before and after intermissions such as coffee breaks, meal breaks and the like,
Meeting: Ordinary and extraordinary general assembly meetings,
Meeting committee: Pursuant to article 419- of the Law, the committee consisting of the committee chairman selected by the general assembly to preside over the meeting, deputy chairman selected by the general assembly (if required), the secretary to be appointed by the committee chairman and the vote collector, if deemed necessary by the meeting chairman.

Section Two

Working Principles and Procedures of the General Assembly

Provisions to be complied with

Article 4 - (1) The meeting is held in compliance with the pertinent provisions of the relevant legislation and company articles of association on general assembly meetings.

Entrance to the meeting and preparations

Article 5 - (1) The meeting location is only accessible by shareholders who are recorded on the list of attendants prepared by the Board of Directors or their representatives, members of the Board of Directors, the auditor (if any), the Ministry representative (if appointed), people to be selected or appointed to the meeting committee and the people nominated to the Board of Directors. Aside from the aforementioned people, Company employees, people who are appointed to work at the meeting such as audio and video recording technicians, members of the press and media, as well as other people, who may attend the General Assembly meetings in the capacity of guests without the right to take the floor in the meeting may be allowed to enter the meeting venue.

(2) At the entrance, real person shareholders and representatives appointed over the electronic general assembly system set up pursuant to article 1527 of the Law are obliged to show identification and affix their signatures; representatives of real person shareholders are obliged to show identification, together with their powers of attorney and affix their signatures; and representatives of legal persons are obliged to show their powers of attorney and affix their signatures. The control procedures in question are carried out by the Board of Directors or by one or more members of the Board of Directors or a person/people appointed by the Board of Directors.

(3) The duties relating to keeping the stationary, documents, tools and instruments to be required during the meeting at the meeting venue and preparing the meeting venue in a way that will accommodate all shareholders are fulfilled by the Board of Directors. If an audio and video recording of the meeting is demanded, the required process is duly handled as well.

Opening the meeting

Article 6 - (1) The General Assembly meeting is opened in compliance with the articles of association, at the Company Headquarters, or if required, at another location in the same city where the Company Headquarters is located or in another city, at the pre-announced time, by the chairman or deputy chairman or any of the members of the Board of Directors, after the protocol determining the quorum pursuant to article 418 and 421 of the Law is drawn up.

Establishing the meeting committee

Article 7 - (1) General Assembly meetings are presided over by the Chairman of the Board of Directors, or in his absence, by any one of the Deputy Chairmen of the Board of Directors or any member of the Board of Directors.

(2) The committee chairman appoints at least one secretary and if he deems necessary, a sufficient amount of vote collectors. The committee chairman may also appoint specialists to carry out the technical duties within the scope of the electronic general assembly meeting system, during the meeting.

(3) The committee is authorized to sign the meeting minutes and other documents that constitute the grounds for these minutes.

(4) The committee chairman complies with the provisions of the Law, articles of association and this Internal Directive while chairing the general assembly meeting.

Duties and powers of the meeting committee

Article 8 - (1) The meeting committee fulfills the following duties under the supervision of the chairman:

To determine whether the meeting is held at the venue mentioned in the invitation or not, and if this issue is regulated in the articles of association, determine whether the meeting venue complies with this stipulation or not.
To determine whether or not the general assembly was invited in the manner stipulated in the company articles of association, through an invitation announced on company website and in the Turkish Trade Registry Gazette; whether or not this invitation was made at least three weeks before the meeting date, excluding announcement and meeting dates, and have this issue recorded on the meeting minutes.
Control whether there has been any unauthorized entry to the meeting or not and whether the Board of Directors has fulfilled the duties stipulated in article 5- of this Internal Directive in relation with entry to the meeting or not.
To determine that these documents are present at meeting venue and to indicate this issue on the meeting minutes: if there has been an amendment, the amended version of the articles of association, share register, Board of Directors annual report, auditor's reports, financial statements, agenda of the meeting; if there is a proposed amendment to the articles of association, the draft amendment text prepared by the Board of Directors; if the articles of association amendment requires approval of the Ministry of Customs and Trade, the letter of approval and attached draft amendment; list of attendants prepared by the Board of Directors and if the general assembly is invited upon a postponement, the report regarding the postponement and relevant documentation of the previous meeting.
Upon objections, or if the need arises, perform an identity check on those who have attended the general assembly meeting in person or by proxy by signing the list of attendants, and determine that all representation documents are accurate and true.
Determine whether the managing directors and at least one member of the Board of Directors, and (in companies subject to audit) the auditor are present at the meeting and indicate this issue in the meeting minutes.
Direct general assembly work within the framework of the agenda, prevent divergence from the agenda, excluding exceptional cases stipulated in the Law, maintain order in the meeting and take required measures to this end.
Open, close assemblies and sessions and close the meeting.
Read the decisions, drafts, reports, suggestions and similar documents to the general assembly or appoint others to do so, give the floor to the people who would like to speak.
Carry out voting on decisions to be taken by the general assembly and inform the results thereof.
Supervise whether or not the quorum is met at the beginning and closing of the meeting, and maintained throughout the meeting; ensure that the decisions are taken in compliance with the quorum stipulated in the Law and articles of association.
Pursuant to article 436 of the law, prevent voting by people who are not authorized to vote in decisions referred to in the same article, ensure compliance with any and all limits stipulated in provisions of the Law and articles of association regarding voting rights and privileged votes.
Upon request by shareholders representing 1/20 of the capital, postpone discussion of financial statements and discussion of relevant issues to the meeting to be held one month later, without the need for the general assembly to take a decision.
Ensure that minutes of general assembly meetings are drawn up, write the objections in the minutes, sign decisions and minutes, indicate affirmative and opposing votes regarding the decisions taken in the meeting, in a manner preventing hesitation on the subject.
Deliver the meeting minutes, annual report of the Board of Directors, auditor's reports for companies subject to audit, financial statements, list of attendants, agenda, motions, voting papers and minutes of elections, if any, all documents related with the meeting, at the closing of the meeting, together with the meeting minutes.

Actions to be taken before passing on to discussing the agenda

Article 9 - (1) The committee chairman reads the agenda to the general assembly or appoints someone else to do so. The chairman asks the general assembly, whether there is a suggestion to change the order of the agenda items or not, and if there is such a suggestion, submits this proposal to the approval of the general assembly. The order of the agenda items can be changed with the majority of votes of those who are present at the meeting.

Agenda and discussing agenda items

Article 10 - (1) The agenda of the ordinary general assembly meeting should include the following issues:

Opening of the meeting and forming the meeting committee.
Discussing the annual report of the Board of Directors, auditor's reports (in companies subject to audit) and financial statements.
Acquitting the members of the Board of Directors and auditors (if any).
Selecting members of the Board of Directors and the auditor (for companies subject to auditing), whose terms of duty have expired.
Determining the fees and per diems of the members of the Board of Directors, as well as bonus and premiums thereof.
Determining the manner of using and distributing profits, as well as rates of dividends.
Discussing the amendments to the articles of association, if any.
Discussing other issues deemed necessary.

(2) The agenda of an extraordinary general assembly consists of items requiring a meeting.

(3) Issues that are not included in the meeting agenda cannot be discussed and decided on, with the following exceptions:

If all shareholders are present at the meeting, items may be added in the agenda with unanimous votes of the shareholders.
Pursuant to article 438 of the Law, request by any shareholder for special audit, regardless of the fact whether it is an item of the agenda or not.
Dismissal and replacement of members of the Board of Directors are considered items related with discussion of financial statements and are directly discussed and decided on, upon request, regardless of the fact whether they are directly related with an agenda item or not.
Even if it is not an agenda item, in the existence of justifiable grounds such as malpractice, inadequacy or breach of the obligation of loyalty, hardship in executing the duties in the company for having memberships in other companies, being a difficult person, or abuse of power, then issues regarding dismissing the members of the Board of Directors and choosing new people to replace them are taken into the agenda through the majority of votes of those who are present in the meeting.

(4) An agenda item that has been discussed and decided upon in the general assembly meeting cannot be rediscussed and decided upon, unless this has been decided through the unanimous votes of all those who are present.

(5) Items that are requested to be discussed by the Ministry consequent to an inspection carried out or for any reason whatsoever are included in the agenda.

(6) The agenda is determined by the party which invites the general assembly to meeting.

Taking the floor

Article 11 - (1) Shareholders or other attendees, who wish to express their opinions on an agenda item that is being discussed, inform the chairman of the meeting committee that they want to take the floor. The committee announces those people who would like to take the floor to the general assembly and give them the floor in the order of application. The person, whose turn has come to speak, loses his right to do so, if he is not present at the meeting venue at that particular time. Speakers address the general assembly from the place arranged for this purpose. Speakers may change their order of speech, if they come to an agreement among themselves. If there is a time limit for speakers, the person whose time is up may only continue to speak, if the person to speak right after him grants him his time, counting towards the time limit of that person next in the line. Speech time cannot be extended in any other manner.

(2) Committee chairman may give the floor to the members of the Board of Directors and the auditor, who would like to speak on the issues that are discussed, without observing the order of speakers.

(3) The time limit for the speeches are determined by the general assembly, upon the proposal of the chairman or shareholders, depending on the volume of the agenda items, number and importance of issues to be discussed, the number of people who would like to take the floor. Under such circumstances, the general assembly votes to decide first whether it is required to impose a time limit or not and then to determine the maximum length of the speeches.

(4) In relation with the manner in which shareholders or representatives thereof attending the general assembly via electronic means pursuant to article 1527 of the Law may express their opinions or suggestions, the principles and procedures stipulated in the said article and sub-regulations shall apply.

Voting and manner of voting

Article 12 - (1) The chairman of the committee announces the subject to be voted before voting starts. If a draft decision is being voted, this is determined in written and read and subsequently voted. People may ask to take the floor on the procedure of voting only after it is announced that voting will start. If there is any shareholder, who has not been given the floor, although he had applied to speak and this issue was validated by the Chairman, this shareholder uses his right to speak. People may not take the floor on a particular subject, after voting on that subject starts.

(2) Voting on issues discussed in the meeting is carried out by way of showing hands or with electronic devices to facilitate voting or vote counting. The voting procedure is determined by the chairman before the meeting. Votes are counted by the meeting committee. When required, the chairman may appoint a sufficient number of people to assist counting of the votes.

(3) In relation with the manner in which shareholders or representatives thereof attending the general assembly via electronic means pursuant to article 1527 of the Law may use their votes, the principles and procedures stipulated in the said article and sub-regulations are applied.

Preparing the meeting minutes

Article 13 - (1) The chairman of the committee signs the list of attendants showing the names, groups, shares of shareholders represented in the meeting in person or by proxy, and numbers and nominal values of thereof, ensures that the questions asked and responses given in the general assembly are briefly written, and the decisions taken and number of affirmative and refusal votes used for each decision are clearly indicated in the meeting minutes and the meeting minutes is prepared in compliance with the principles stipulated in the Law and the relevant legislation.

(2) The general assembly meeting minutes are prepared at the meeting venue and during the meeting, by using a typewriter, a computer or in eligible handwriting using a pen. If the meeting minutes is prepared by computer, then there must be a printer at the meeting venue allowing printing of the meeting minutes.

(3) Meeting minutes are drawn up in at least two copies and each page of it is signed by the committee members and Ministry representative, if he has attended.

(4) The meeting minutes must include information such as the commercial title of the company, meeting date and venue, total nominal value and number of company shares, total number of shares represented in the meeting in person or by proxy, the name and surname of the Ministry representative (if applicable), and the date and number of the official letter appointing him, as well as the manner of invitation, if the meeting is convened upon invitation, and if it is convened without an invitation, the fact that it has convened without an invitation.

(5) The number of votes on decisions taken in the meeting are indicated clearly in both numbers and words, leaving no room for ambiguity.

(6) The names, surnames of those who have objected to decisions in the meetings and would like to have this written down in the meeting minutes, as well as reasons for their objection are recorded in the meeting minutes.

(7) If the reasons for objection are given in writing, this letter is attached to the meeting minutes. Also the name and surname of the shareholder or his proxy opposing to the decision are recorded in the meeting minutes and it is indicated that there is an objection letter in attachment. The letter of objection attached to the meeting minutes is signed by the committee members and the Ministry representative, if he has attended.

Procedures to be implemented at the end of the meeting

Article 14 - (1) The chairman of the meeting gives a copy of the meeting minutes and all documents related with the general assembly to one of the members of the Board of Directors personally present at the meeting. This issue is determined through a separate report to be signed by both parties.

(2) The Board of Directors is obliged to submit a notarized copy of the meeting minutes to the trade registry within maximum fifteen days and register and announce the issues established in this meeting minutes that must be registered and announced.

(3) The meeting minutes is published on the company website within maximum five days as of the date of the general assembly meeting.

(4) The chairman of the committee also submits a copy of the list of attendants, the agenda and minutes of the general assembly to the Ministry representative, if he has attended.

Participating the meeting through electronic media

Article 15 - (1) If electronic participation has been enabled pursuant to article 1527 of the Law, the Board of Directors and meeting committee comply with the procedures stipulated in article 1527 of the Law and relevant legislation.

Section Three

Miscellaneous Provisions

Participation of a Ministry representative and documents relating to the general assembly

Article 16 - (1) Requesting attendance of a Ministry representative for meetings that must be attended by a Ministry representative and his duties and powers are subject to the Regulation on Principles and Procedures Applicable for General Assembly Meetings of Joint Stock Companies and the Ministry of Customs and Trade Representatives to be Present at the Meetings.

(2) It is obligatory to comply with the provisions of the Regulation mentioned in paragraph one above, in preparing the list for those who will be invited to the general assembly and the attendance roster and drawing up the meeting minutes.

Issues that are not regulated in the Internal Directive

Article 17 - (1) If issues come up in meetings that have not been anticipated in the Internal Directive, then the course of action is determined in line with the decisions of the general assembly.

Accepting and amending the Internal Directive

Article 18 - (1) This Internal Directive is put into force, registered and announced by the Board of Directors upon the approval of İş REIT. The amendments to be introduced in the Internal Directive are subject to the same procedure.

Effective date of the Internal Directive

Article 19 - (1) This Internal Directive was approved on the general assembly meeting of İş REIT dated 26/03/2013 and comes into effect on the date it is announced in the Turkish Trade Registry Gazette.

Participation

The Company’s general assembly of shareholders convenes in ordinary (annual) and extraordinary sessions and makes decisions subject to the provisions of the Turkish Commercial Code and of applicable capital market laws and regulations. An ordinary session of the general assembly must be convened within three months of the closing of the Company’s fiscal year, at which time the issues set forth in an agenda drawn up according to the provisions of article 409 of the Turkish Commercial Code are to be discussed and decided upon. Extraordinary sessions of the general assembly are convened for any of the reasons set forth in articles 410 et sequitur of the Turkish Commercial Code, at which time decisions are made as required.

Invitations to attend annual general meetings are made by the Board of Directors within the framework of principles set forth in article 29 of the Capital Markets Law. General meeting invitations are published on the Company’s website, the Public Disclosure Platform, and such other places as determined by the Capital Markets Board's regulations and other related legislation . Such invitations are published at least three weeks before the meeting date not including the dates either of the announcement or of the meeting.

Without prejudice to Article 438 of the Turkish Commercial Code, matters not included in the agenda may not be discussed and decided at a general assembly. However, shareholders’ rights to add items to the agenda are reserved within the frame of the Corporate Governance Communiqué.

General assembly meetings are held at the Company’s headquarters, except that when circumstances dictate, the Board of Directors may summon a general assembly to convene at some other address in the same city as the Company’s headquarters or in some other city.

Beneficiaries who are entitled to take part in general meetings may do so online pursuant to article 1527 of the Turkish Commercial Code (TTK 1527) via the Central Registry Agency’s Electronic General Meeting System (EGKS). As stipulated in the Company’s articles of association, beneficiaries and their representatives are allowed to exercise their rights as specified in regulations pertaining to general meetings via EGKS at any general meeting of the Company that may take place.

Upon entering the meeting venue, non-corporate shareholders and their representatives appointed via EGKS must present identification; the proxies of non-corporate shareholders must present identification together with evidence of their proxy status. Everyone entering the meeting venue must sign the attendance roster in the space provided for their signature.

Shareholders who will lodge the shares followed up in dematerialized form must act in accordance with the provisions of the Regulation on the Principles and Procedures for General Assembly Meetings of Joint Stock Companies and Ministry of Customs and Trade Representatives who will Attend these Meetings.

The regulations of the Capital Markets Board and the Turkish Commercial Code will be adhered to when voting at a general assembly meeting. The right to attend the general assembly meeting and to vote cannot be linked to the requisite of a shareholder’s depositing his/her shares with an entity.

At the Company, each nominal value of TL 0.01 gives entitlement to one vote, and shareholders vote at general assembly meetings pro rata the total nominal value of the shares they hold, pursuant to Article 434 of the Turkish Commercial Code. The Company’s articles of association grant no privileges in relation to voting.

Votes in relation to matters discussed at a meeting may be cast by raise of hands or using certain electronic equipment facilitating the casting and counting of the votes. The manner of voting is determined by the meeting chair before the meeting begins. Those who do not raise their hands are considered to have voted “negatively” and such votes are deemed to have been cast in opposition to the relevant decision during the evaluation phase.

The principles and procedures specified under the said article and subparagraphs shall apply to voting by shareholders or their representatives electronically attending the general assembly meeting pursuant to Article 1527 of the Law.

General Assembly meeting and decision quorums are subject to Articles 418 and 421 of the Turkish Commercial Code and to relevant provisions of the Capital Market Law.

The regulations of the Capital Markets Board and the Ministry of Customs and Trade, along with the applicable articles of the Turkish Commercial Code are adhered to in all matters related to the General Assembly.

Resolutions Made at the Annual General Assembly

Ordinary General Assembly Meeting was held on 26 March, 2024, at 10:00, in İş Sanat Kültür Merkezi İş Kuleleri Levent-Beşiktaş/İstanbul. In the GAM: ()

Regarding the call to company’s shareholders to the Ordinary General Assembly Meeting, it was identified by the ministry representative that required notices were announced on the Turkish Trade Registry Gazette no 11036 dated 05.03.2024 and on the MKK KAP System on 04.03.2024 and the MKK Electronic General Assembly System and Company’s website on 04.03.2024

The financial statements of the year 2023 were approved.

The Board Members were discharged for their activities in 2023.

Board of Directors' proposal concerning the distribution of 2023 operating profits was approved exactly as it was. The proposal suggests not distributing dividends.

The number of board members was determined as 9 in total and Mr. Can Yücel, Mr. Murat Karluk Çetinkaya, Mr. Ömer Barlas Ülkü, Mr. Özcal Korkmaz, Mr. Murat Doğan, Ms. Vahide Uyar, Mr. Prof. Oğuz Cem Çedivk, Mr. İlkay Arıkan and Mr. Mehmet Gökpınar were elected as board members for 1 year period.

Remuneration of the Board members was determined.

The amendments made in Article 3, 5, 6, 7, 9, 14 and 31 of the Company's Articles of Association were approved.

PwC Bağımsız Denetim ve Serbest Muhasebeci Madiv Müşavirdivk A.Ş. was approved by the General Assembly as independent auditor for the financial year of 2024.

The Board Members were authorized for carrying out the transactions provided under the Articles 395 and 396 of the Turkish Commercial Code.

The shareholders were informed about the donations made in 2023, the divmit for the donations to be made in 2024 was determined and the donation made within the relevant year was approved.

The shareholders were informed in accordance with the principles 1.3.6. of the Corporate Governance Principles and Article 37 of the Capital Markets Board's Communiqué numbered III-48.1

Announcements

Frequently Asked Questions

What is the fundamental legal regulation relating to REICS?

REICs are subject to the “Principles Pertaining to Real Estate Investment Trusts” of the Capital Markets Board No.III-48.1

At what ratio must REICs be publicly held?

At least 25% of REICs must be publicly held.

What is the minimum real estate sector investment ratio for REICS?

REICs must invest at least 51% of their total asset value, in real estate, real estate backed rights, real estate projects and other assets specified in the related Communiqué.

Can REICs invest in cash and capital market instruments?

REICs can invest in cash and capital market instruments. However, their total investment in cash and capital market instruments cannot exceed 49% of their total asset value.

Can REICs invest in real estate or companies established abroad?

REICs can invest in foreign capital instruments, real estate and companies established abroad, which exclusively operate in the field of real estate, at a maximum ratio of 49% of its assets.

Is there a limit for plot investments by REICs?

The ratio of plots and land in the portfolios of REICs, which are not used in any way for development of any projects, despite the fact that it has been more than five years since they have been purchased, to the total assets of the REITs cannot exceed 20%.

Are REICs themselves allowed to engage in construction work of their projects?

REICs are not allowed to engage in construction work of real estate, or hire personnel or acquire equipment for this purpose. The staff employed for the control of the projects are excluded.Construction work of the projects are carried out by the subcontractors.

What is the borrowing limit for REICs?

REICs may obtain loans up to five times their non-consolidated equity stated in their year-end financial statements.

Is there a rule regarding diversification of the portfolios of REICs?

There is no obligation to diversify their portfolios on sector, region and real estate basis.

Are REICs obliged to distribute their profit?

Currently there is no such obligation in valid. According to Communiqué on Principles Regarding Real Estate Investment Companies, CMB may place an obligation for REICs regarding distribution of cash dividends.

What is the corporation tax rate applicable on earnings of REICs?

Earnings acquired by REICs as a result of their activities are exempt from corporation tax and are subject to 0% income tax withholding. Within this scope, they do not pay corporation tax over their portfolio earnings.

Which values are used by REICs when they are purchasing, selling or leasing real estate?

Purchases to be included in the portfolio and sales and leasing transactions from the portfolio carried out by REICs are realized by taking into consideration the appraisal values determined by real estate appraisal companies.

Can REICs transact at values which are under the appraisal value when selling or leasing real estate?

Although in principle REICs should take into account the appraisal value of the expert when selling or leasing real estate, they may also transact over values that are lower than 95% of the appraisal value in sales and leasing transactions. However, if the sales or leasing transactions are carried out over values lower than 95% of appraised values, such transactions must be publicly announced as material event disclosures and included in the agenda of the first general assembly meeting to inform the shareholders.

When was İş REIC established?

İş REIC was established on 6 August 1999.

When was İş REIC's initial public offering held?

İş REIC’s initial public offering was held on 1-3 December 1999.

In which market and stock exchange is İş REIC traded in?

Shares of İş REIC are transacted in Borsa İstanbul A.Ş. BIST Star Market with “ISGYO” ISIN code, debt instruments of İş REIC are transacted in BIST Outright Purchases and Sales Market.

In which stock exchange indexes is İş REIC traded?

BIST 100 / BIST FINANCIALS / BIST ALL SHARES / BIST STARS / BIST 100-30 / BIST REAL EST. INV. TRUSTS / MSCI TURKEY

What type of investments does İş REIC’s portfolio comprise?

The portfolio of İş REIC comprises real estate investments, as well as investments in money and capital markets instruments. Real estate investments of İş REIC comprise real estate projects, lands and rent generating commercial assets such as office buildings andretail assets.

Who is the majority shareholder of İş REIC?

The majority shareholder of İş REIC is Türkiye İş Bankası A.Ş.
(The articles regarding majority shareholder have been removed from the new REIT Communique)

What is the capital size of İş REIC?

İş REIC has a capital size of TL 958.750.000

How many shares is the capital of İş REIC divided into?Do the shares enjoy any privileges?

Company's issued capital consists of 958,750,000 shares with a par value of TL 1 per share, all of which are registered to name. TL 1,369,642.817 of the capital is comprised of Group A shares and remaining TL 957,380,357.183 is comprised of Group By shares. The Group A shareholders have the privilege to nominate candidates to become members of the Board of Directors. One of the Board of Directors members is elected among the nominees of Group B shareholders and the remaining members are elected from the nominees of Group A shareholders.
Our Company Articles of Association contains no privileges with regard to use of votes. .

How many people does the Board of Directors of İş REIC consist of? What is the number of independent members in the board of directors?

The board of directors of İş REIC consists of 9 people, including 3 independent members

What is the core business of İş REIC?

The core business of İş REIC is to invest in real estate, real asset backed rights and develop real estate projects to acquire real estate income or lease income.

What are the sources of income for İş REIC?

The income resources of İş REIC are lease income from real estate portfolio, real estate sales and from financial assets.

What is the average term of lease contracts concluded with lessees?

The average term of lease contracts may vary depending on the term of lease or type of investment model. There are long-term lease contracts for real estates with turnkey and B.O.T. models.

What constitutes the fiscal year of İş REIC?

The fiscal year of iş REIC is a 12-month calendar year. (January-December)

What is the frequency of disclosing financial results for İş REIC?

İş REIC discloses its financial results at quarterly intervals.

When does the ordinary general assembly of İş REIC convene?

The General Assembly convenes within three months as of the end of the fiscal year, in compliance with the Company articles of association. Extraordinary general assembly meetings may be held whenever an event necessitating a general assembly meeting arises.

What is the dividend policy of İş REIC?

The dividend proposal of the Board of Directors is delibrated during the General Meeting of Shareholders in order to decide whether profits will be distributed, and if so, how and when this will be done. Company’s dividend policy is stated below.
Our articles of association states the principle of distributing primary dividend from distributable income at a rate and amount determined by the Capital Markets Board.

In profit distribution proposals presented to General Assembly, Board of Directors take into account:
• Maintaining the fine balance between the expectations of the shareholders and the Company's needs for growth, • Profitability of the Company,

Accordingly, the Company has adopted a dividend policy to propose to the General Assembly that at least 30% of the distributable profit to be distributed as stock or cash.
There are no privileges concerning participation in the Company's profit, and dividend distribution is carried out within the legally-prescribed period of time.
In case, the Board of Directors proposes not to distribute profits, the reasons of the proposal and the information about how the undistributed profits will be allocated should be submitted to shareholders in the General Meeting of Shareholders, explained in the Annual Report and disclosed to the public.
The subject of advance dividend payment has been included in the Company’s Articles of Association, and advance dividend payment can be made to the shareholders within the framework of the capital market regulations on the subject.

Which independent audit company audits İş REIC?

The independent audit company of İş REIC is PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (A Member Firm of PricewaterhouseCoopers).

From which real estate appraisal companies does İş REIC purchase services from?

REICs must work with real estate appraisal companies authorized by CMB for assets that are already in the portfolio of the Company or may be included in the portfolio within the year, requiring appraisal. Within this scope, service for the valuation of each asset in ISREIC’s portfolio as of 31.01.2022 will be obtained from the CMB authorized appraisal companies named Reel Gayrimenkul Değerleme A.Ş., Harmoni Gayrimenkul Değerleme ve Danışmanlık A.Ş., Net Kurumsal Gayrimenkul Değerleme ve Danışmanlık A.Ş., Vera Gayrimenkul Değerleme ve Danışmanlık A.Ş.. Service for the valuation of the assets that will be purchased and require valuation during the year 2023, will be obtained from the appraisal companies named Reel Gayrimenkul Değerleme A.Ş. or Harmoni Gayrimenkul Değerleme ve Danışmanlık A.Ş.

Who should İş REIC investors contact for further queries?

You may contact Investor Relations and Sustainability Department for further queries.

Telephone: +90 212 325 23 50
Fax :+90 212 325 23 80
E-mail: investorrelations@isgyo.com.tr

Investor Relations

Articles of Association

Policies

Code of Ethics

Related Party Transactions

Corporate Governance Principles Compliance Reports

Annual Reports

Rating Reports

Financial Reports

Investor Presentations

Portfolio

Balance Sheet Items

Debt Ratios

Income Statement Items

Internal Directive

Purpose, Scope, Grounds and Definitions

Purpose and scope

Grounds

Definitions

Working Principles and Procedures of the General Assembly

Provisions to be complied with

Entrance to the meeting and preparations

Opening the meeting

Establishing the meeting committee

Duties and powers of the meeting committee

Actions to be taken before passing on to discussing the agenda

Agenda and discussing agenda items

Taking the floor

Voting and manner of voting

Preparing the meeting minutes

Procedures to be implemented at the end of the meeting

Participating the meeting through electronic media

Miscellaneous Provisions

Issues that are not regulated in the Internal Directive

Accepting and amending the Internal Directive

Effective date of the Internal Directive

Participation

Meeting Invitation & Agenda

Informative Document

Resolutions Made at the Annual General Assembly

Capital Increase

Dividend Distribution

Capital Increase