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INTERNAL DIRECTIVE ON WORKING PRINCIPLES AND PROCEDURES OF İŞ GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ GENERAL ASSEMBLY
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.
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.
Article 3 - (1) The following terms in this Internal Directive shall have the following meanings attached to them:
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.
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.
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.
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.
Article 8 - (1) The meeting committee fulfills the following duties under the supervision of the chairman:
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.
Article 10 - (1) The agenda of the ordinary general assembly meeting should include the following issues:
(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:
(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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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
