1 DISCLOSURE DOCUMENT ON ORDINARY GENERAL ASSEMBLY MEETING TO BE HELD BY AKMERKEZ GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ FOR THE YEAR 2015 The Ordinary General Assembly Meeting of our Company for the year 2015 shall be held on 30.03.2016 at 11:00 am at the address of Nispetiye Caddesi, Akmerkez Ticaret Merkezi, E-3 Blok, Kat: 1, Etiler, Beşiktaş, İstanbul in order to negotiate and resolve the following agenda items. Our partners who would not be able to attend the meeting in person are required to issue a power of attorney in conformity with sample power of attorney available in the annex hereto (Annex-1), or obtain it from the Company’s head office located at the address of Nispetiye Caddesi, Akmerkez Ticaret Merkezi, E-3 Blok, Kat: 1, Etiler, Beşiktaş, İstanbul, or from the official website of our Company hosted at www.akmgyo.com, and also to fulfil such requirements that are listed in the Communique on Voting by Attorneys and Calls for Gathering of Proxies (Communique) No. (II-30.1) of the Capital Market Board, published in the Official Gazette No. 28862 of 24.12.2013. The Representation by a proxy at the General Assembly Meeting shall only be possible through the utilization of the sample power of attorney available in the Annex 1 hereto. In case of appointment of an attorney through the Electronic General Assembly System (EGBS) in accordance with applicable regulations of the Central Registry Agency (“CRA”), then the utilization of the power of attorney available in the Annex 1 shall not be required provided that it must conform to the principles detailed in the Communique. Shareholders having the right to vote may appoint their attorneys by approving the signature available on the power of attorney issued physically or through the EGBS, or by attaching a signature declaration drawn up before a notary public to the signed power of attorney form. Pursuant to Article 1527 of the Turkish Commercial Code No. 6102, the shareholders may attend General Assembly Meetings in person, or may also attend them in an electronic environment and cast their votes as such. Attendance to these meetings in electronic environment shall only be possible with the use of secured electronic signatures of the shareholders or representatives. The shareholders casting votes through the EGBS must thus first obtain a secured electronic signature and be registered in the E-CRA Information Portal of the CRA. The shareholders or representatives who are not registered in the E-CRA Information Portal, or who do not have any secured electronic signatures cannot attend General assembly Meetings in electronic environment through the EGBS. The shareholders or their attorneys wishing to attend the General Assembly Meeting in electronic environment must complete necessary formalities laid down in the “Regulation on General Assembly Meetings of Stock Companies to be held in Electronic Environment” as published via the Official Gazette No. 28395 of 28.08.2012 as well as in the “Communique on Electronic General Assembly System to be Used for in General Assembly Meetings of Stock Companies” as published via the Official Gazette No. 28396 of 29.08.2012. Otherwise they will not be able to attend the meeting. As the general assembly meeting shall be held in electronic environment, it is kindly requested that the shareholders be ready at the venue of meeting before the meeting time in order to start the meeting in time. The Activity Report of the Board of directors, Independent Audit Report and Financial Statements for the year 2015, prepared in accordance with applicable provisions of relevant communiques of the Capital Market Board and of the Turkish Ministry of Customs and Trade, the proposal on distribution of profits, and the disclosure document that includes necessary remarks and documents as laid down in mandatory Corporate Management Principles shall be made available over the official website of the company hosted at www.akmgyo.com, and the Public Disclosure Platform (PDP) hosted on the website www.kap.gov.tr at least three weeks in advance of the meeting date. These documents, together with the necessary explanations regarding articles of the agenda, in accordance with obligatory Corporate Management Principles, and a detailed Information Document including the concerned documents, except for the announcement and meeting dates, shall be published for our shareholders’ examination in the legal period three weeks before the meeting date in the company’s central office, on the company’s official website which is www.safgyo.com, and on the Public Disclosure Platform (PDP) on the website www.kap.gov.tr. Please kindly be advised. Best regards, AKMERKEZ GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ
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1
DISCLOSURE DOCUMENT
ON ORDINARY GENERAL ASSEMBLY MEETING TO BE HELD BY AKMERKEZ
GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ FOR THE YEAR 2015
The Ordinary General Assembly Meeting of our Company for the year 2015 shall be held on 30.03.2016 at
11:00 am at the address of Nispetiye Caddesi, Akmerkez Ticaret Merkezi, E-3 Blok, Kat: 1, Etiler, Beşiktaş,
İstanbul in order to negotiate and resolve the following agenda items.
Our partners who would not be able to attend the meeting in person are required to issue a power of attorney
in conformity with sample power of attorney available in the annex hereto (Annex-1), or obtain it from the
Company’s head office located at the address of Nispetiye Caddesi, Akmerkez Ticaret Merkezi, E-3 Blok,
Kat: 1, Etiler, Beşiktaş, İstanbul, or from the official website of our Company hosted at www.akmgyo.com,
and also to fulfil such requirements that are listed in the Communique on Voting by Attorneys and Calls for
Gathering of Proxies (Communique) No. (II-30.1) of the Capital Market Board, published in the Official
Gazette No. 28862 of 24.12.2013. The Representation by a proxy at the General Assembly Meeting shall
only be possible through the utilization of the sample power of attorney available in the Annex 1 hereto. In
case of appointment of an attorney through the Electronic General Assembly System (EGBS) in accordance
with applicable regulations of the Central Registry Agency (“CRA”), then the utilization of the power of
attorney available in the Annex 1 shall not be required provided that it must conform to the principles detailed
in the Communique. Shareholders having the right to vote may appoint their attorneys by approving the
signature available on the power of attorney issued physically or through the EGBS, or by attaching a
signature declaration drawn up before a notary public to the signed power of attorney form.
Pursuant to Article 1527 of the Turkish Commercial Code No. 6102, the shareholders may attend
General Assembly Meetings in person, or may also attend them in an electronic environment and cast their
votes as such. Attendance to these meetings in electronic environment shall only be possible with the use of
secured electronic signatures of the shareholders or representatives. The shareholders casting votes through
the EGBS must thus first obtain a secured electronic signature and be registered in the E-CRA Information
Portal of the CRA. The shareholders or representatives who are not registered in the E-CRA Information
Portal, or who do not have any secured electronic signatures cannot attend General assembly Meetings in
electronic environment through the EGBS.
The shareholders or their attorneys wishing to attend the General Assembly Meeting in electronic
environment must complete necessary formalities laid down in the “Regulation on General Assembly
Meetings of Stock Companies to be held in Electronic Environment” as published via the Official Gazette
No. 28395 of 28.08.2012 as well as in the “Communique on Electronic General Assembly System to be Used
for in General Assembly Meetings of Stock Companies” as published via the Official Gazette No. 28396 of
29.08.2012. Otherwise they will not be able to attend the meeting.
As the general assembly meeting shall be held in electronic environment, it is kindly requested that the
shareholders be ready at the venue of meeting before the meeting time in order to start the meeting in time.
The Activity Report of the Board of directors, Independent Audit Report and Financial Statements for the
year 2015, prepared in accordance with applicable provisions of relevant communiques of the Capital Market
Board and of the Turkish Ministry of Customs and Trade, the proposal on distribution of profits, and the
disclosure document that includes necessary remarks and documents as laid down in mandatory Corporate
Management Principles shall be made available over the official website of the company hosted at
www.akmgyo.com, and the Public Disclosure Platform (PDP) hosted on the website www.kap.gov.tr at least
three weeks in advance of the meeting date. These documents, together with the necessary explanations
regarding articles of the agenda, in accordance with obligatory Corporate Management Principles, and a
detailed Information Document including the concerned documents, except for the announcement and
meeting dates, shall be published for our shareholders’ examination in the legal period three weeks before
the meeting date in the company’s central office, on the company’s official website which is
www.safgyo.com, and on the Public Disclosure Platform (PDP) on the website www.kap.gov.tr.
the activities of the company during the year 2015.
4. Reading, discussion and approval of the financial
statements of the company for the year 2015
5. Releasing the members of the Board of Directors
individually from their respective obligations and
liabilities in connection with activities conducted
in 2015
6. Determination of mode of utilization of profits,
and of the proportions of profits and earnings to be
distributed
7. Election of members and independent members of
the board of directors, and determination of their
terms in office
8
8. Fixing of remunerations payable to members and
independent members of the board of directors
9. Presenting for approval of the election of an
independent auditor by the board of directors in
accordance with the “Communique on
Independent Auditing Standards at Capital
Markets” as published by the Capital Market
Board, and also with Turkish Commercial Code.
10. Providing of information on whether the
shareholders having managerial control, members
of the board of directors, managers having
administrative responsibilities, and their spouses
and relatives by blood or marriage up to second
degree have been involved in any transactions
which may pose a conflict of interests with the
Company or its affiliates and/or been involved in
any process within scope of commercial activities
of the Company or its affiliates in their own names
or on behalf of third parties, or been involved in
any other company dealings within scope of
commercial activities as an unlimited partner of
the shareholders in accordance with the
communique on corporate governance as issued by
the Capital Market Board.
11. Providing Members of the Board of Directors with
Consents and Powers defined in Article 396 of the
Turkish Commercial Code
12. Providing the shareholders with information on
donations and grants made by our Company in
2015 in accordance with applicable capital market
regulations; and presenting of the upper limit
determined for donations to be made in 2016 to the
general assembly meeting for approval.
13. Providing of the Shareholders with information
about the com’s disclosure policy as per applicable
regulations of the Capital Market Board
14. Providing to the shareholders with information
about mortgages, liens, bails, and securities issued
on behalf of third parties, and about revenues and
interests earned in 2015 in accordance with Article
12 of the Corporate Governance Communique
15. Providing the shareholders with information about
purchases, sales, and leases conducted in 2015 as
per article 37 of the Communique on Principles of
Real Estate Investment Trusts
(*) The items included in the Agenda of General assembly are outlined one by one. If the minority has
a separate draft resolution, then it shall be specified separately in order to ensure that votes can be
cast by proxies.
9
2. Special directive about other issues that may arise during the general assembly meeting,
especially including the utilization of dissenting rights:
a) The attorney is authorized to vote in accordance with his/her own opinions.
b) The attorney is not authorized to represent in these issues.
c) The attorney is authorized to vote in accordance with special directives given below.
SPECIAL DIRECTIVES: The special directives to be given to an attorney by the shareholder, if any, are
defined here.
B) The shareholder shall specify the shares for which he requests to be represented by the attorney by
selecting one of the clauses below.
1. I hereby approve the representation of my shares, details of which are given below, by my
attorney.
a) Class and series: *
b) Number / Group:**
c) Quantity / Par Value:
d) Whether they have any priorities with respect to voting:
e) Whether they registered or bearer shares: *
f) The proportion of total shares/ voting rights owned by the shareholder:
*This information is not required for shares that are monitored in record.
** Details of group, if any, shall be given instead of the numbers for shares that are monitored in record.
2. I hereby approve the representation by the attorney of all of my shares specified in the list of
shareholders who may attend the General Assembly Meeting as prepared by the CRA one day before
the date of General Assembly Meeting.
NAME AND SURNAME / TRADE TITLE OF SHAREHOLDER (*) National Identity No/ Taxpayer ID No, Trade Registry and Registration Number and MERSIS (Central
Reg. System) number:
Address:
SIGNATURE
(*) It is obligatory that equivalent of above-mentioned information shall be presented for foreign attorneys.
10
ANNEX 2
RESUMES OF NOMINEES PROPOSED AS MEMBERS OF THE BOARD OF DIRECTORS,
AND STATEMENTS OF DECLARATION ISSUED BY NOMINEES PROPOSED AS
INDEPENDENT MEMBERS OF THE BOARD OF DIRECTORS
Below is details of such individuals who have been proposed to become members of the board of directors
Name -
Surname Gender Function Profession
Positions
Undertake
n in the
Company
over the
Last 5
Years
Duties Undertaken Outside of the
Company Currently
Rate of
Share Held
in the
Company
(%)
Raif Ali
Dinçkök Male
Chairman of
the Board of
Directors
Industrialist
Chairman
of the
Board of
Directors
Board Member in Akkök Holding
A.Ş. and Chairman, Vice-Chairman
and Board Member in Various
Group Companies of Akkök. Board
Member in Akiş GYO A.Ş. and SAF
GYO A.Ş.
Murat Gigin Male
Vice-
Chairman of
the Board of
Directors
Engineer Board
Member
Chairman/Vice- Chairman and
Board Member in Various
Companies
Sinan Kemal
Uzan Male
Board
Member Manager
Founder of Ankaa LLC. System
Manager in the Hub Surgical &
Orthopedic Supplies Company
Davit
Braunştayn Male
Board
Member
Industrial
Engineer
Board
Member
Chairman and Board Member in the
other companies where he has shares 6,98
Alize Dinçkök
Eyüboğlu Female
Board
Member Manager
Board
Member
Board Member in Akkök Holding
A.Ş. and Various Group Companies
of Akkök. Deputy Manager and
Board Member in Akiş GYO A.Ş.
and Member in SAF GYO A.Ş.
Mehmet Ali
Berkman Male
Board
Member Manager
Board
Member
Board Member and Board of
directors Adviser in Akkök Holding
A.Ş. / Chairman and Board Member
in Group Companies of Akkök.
Board Member in Akiş GYO A.Ş.
Frederic Yves
Marcel
Fontaine
Male Board
Member
Business
Manager
Board
Member
Chief Development Officer of
Klepierre S.A. France
Lina Filiba Female Computer
Programmer -
Independent Educationist &
Consultant
Atilla
Altınordu Male Engineer - -
Remziye Aslı
Karadeniz Female
Business
Manager - Consultant
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RAİF ALİ DİNÇKÖK
Mr. Raif Ali Dinçkök was born in 1971 in Istanbul. He graduated from the Department of Business
Management, Boston University in 1993, and began his career at Akkök Group of Companies. He worked at
the Procurements Department of Ak-Al Tekstil San. A.Ş. during the period of 1994 to 2000, and worked as
a coordinator at Akmerkez during the years of 2000 to 2003. Currently acting as a member of the board of
directors as well as the board of directors of Akkök Holding A.Ş., Mr. Raif Ali Dinçkök is also the chairman
of Ak-Pa and Dinkal, and a member of boards of directors of Saf GYO, Akiş GYO, Akkök Holding, and
various companies of Akkök Group.
According to the Corporate Governance Principles of the Capital Market Board, Mr. Raif Ali Dinçkök is not
qualified as an independent member. He has held the above-mentioned positions within the Company during
the last ten years, and there are no issues that might affect corporate activities if he is elected as a member of
the board of directors.
MEHMET ALİ BERKMAN
Mr. Mehmet Ali Berkman was born in 1943 in Malatya city. After graduating from the Department of
Industrial Management, the Faculty of Administrative Sciences, the Middle East Technical University, Mr.
Mehmet Ali Berkman concentrated on Operational Researches, and earned a MBA degree from Syracuse
University. He joined Koç Group in 1972. He worked as the general manager of the following companies of
the Group: Mako, Döktaş, Uniroyal, and Arçelik. He was appointed to the President of the Strategic Planning,
Human Resources, and Industrial Relations Unit of Koç Holding A.Ş. He retired on December 31, 2003 due
to corporate policies of the Group. In September 2005, he was elected as a member of the board of directors,
as well as the chairman of the board of directors of Akkök Sanayi Yatırım ve Geliştirme A.Ş. Apart from
these positions, Mr. Mehmet Ali Berkman also assumed a position as the chairman of the board of directors
of Akmerkez Elektrik Üretimi A.Ş., and he currently holds various positions as a member or chairman of
boards of directors of other companies of the Group.
As of January 1, 2013, Mr. Mehmet Ali Berkman left his position as the Chairman of the Executive Board
of Akkök, and acts as an Advisor to the Executive Board of Akkök Holding. Mr. Mehmet Ali Berkman acts
as the chairman of the boards of directors of Aksa, Akmerkez, and Akiş GYO companies, and also takes
places at the boards of directors of Akkök Holding and various companies of Akkök Group. Mr. Mehmet Ali
Berkman has held significant positions at TÜSİAD, Kalder, and Turkish Foundation for Education
Volunteers for many years, and currently acts as the Deputy Chairman of the Foundation for Graduates of
Istanbul Boys High School, a Member of the Board of Trustees of Turkish Education Association, and a
member of Turkish- American Business Council.
According to the Corporate Governance Principles of the Capital Market Board, Mr. Mehmet Ali Berkman
is not qualified as an independent member. He has held the above-mentioned positions within the Company
during the last ten years, and there are no issues that might affect corporate activities if he is elected as a
member of the board of directors.
ALİZE DİNÇKÖK EYÜBOĞLU
Born 1983 in İstanbul, Alize Dinçkök Eyüboğlu graduated from the Business Administration Department of
Sawyer School of Management of Suffolk University in 2004. She started her career at Ak-Al Tekstil Sanayi
A.Ş. as the Strategic Planning Specialist in 2005. In 2006, she joined the newly established Akiş Gayrimenkul
Yatırım A.Ş. and worked there as the Project Coordinator, the Sales and Marketing Manager and the Assistant
General Manager in charge of Sales and Marketing, respectively.
Ms. Alize Dinçkök Eyüboğlu currently acts as the Chairman of the board of directors of Akmerkez
Lokantacılık¸ and also takes place at the boards of directors of Saf GYO, Akiş GYO, Akkök Holding, and
various companies of Akkök Group
According to the Corporate Governance Principles of the Capital Market Board, Ms. Alize Dinçkök
Eyüboğlu is not qualified as an independent member. She has held the above-mentioned positions within the
Company during the last ten years, and there are no issues that might affect corporate activities if he is elected
as a member of the board of directors.
12
MURAT GİGİN
Murat Gigin was born in İstanbul in 1952. He completed his undergraduate study in the Construction and
Building Engineering Department of the University of Bradford in 1974 and post-graduation study in the
Department of Mechanical Engineering of the University of London in 1975. He was conferred the diploma
of Ocean Engineer by University College London in 1976.
Gigin started his career at Tekfen İnşaat as civil engineer at the construction sites in Kuwait in 1977, returned
to the headquarters in İstanbul in 1983, and after having worked in the Business Development department
until 1986 and as coordinator at various international projects, he was appointed as Assistant General
Manager of Tekfen İnşaat in 1986. Gigin, who acted as General Manager of Tekfen İnşaat during 1988-1998,
took office as member of the Board of Directors at the companies of Tekfen Contracting Group until 2000.
Mr. Murat Gigin acted as a member of the board of directors of Tekfen Holding between 1998 and 2005,
and promoted to the Chairman of the board of directors by the board of directors of Tekfen Holding on May
7, 2015.
Acting as Chairman and Delegate Member of the Boards of Directors of Group Companies at the Group
Companies of Viem Ticari ve Sanayi Yatırımları Ltd. Şti. (Viem Ticari ve Sanayi Yatırımları Ltd. Şti.) and
as Chairman and Delegate Member of the Boards of Directors (in Tekzen Ticaret ve Yatırım A.Ş., Agromak
Makine İmalat Sanayi ve Ticaret A.Ş., Maxlines Maksimum Lojistik Hizmetleri A.Ş., Viem İletişim
Yayıncılık Reklam Turizm Hizmetleri Yatırım Ticaret A.Ş., Ekozey Ekolojik ve Organik Tarım Gıda
Hayvancılık ve Turizm Taşımacılık İthalat İhracat İnşaat Sanayi Ticaret A.Ş., İmbroz Tarım Hayvancılık
Gıda Sanayi Turizm ve Ticaret Ltd. Şti., Galipoli Gıda Ürünleri Sanayi ve Ticaret Ltd. Şti., ENAT
Endüstriyel Ağaç Tarımı Sanayi ve Ticaret A.Ş., Temari Gıda Sanayi ve Ticaret A.Ş.), Gigin is at the same
time Vice Chairman of the Board of Directors of ANG Yatırım Holding.
Gigin, who took office at various non-governmental organizations in the past, acted as Chairman of the
International Pipeline and Offshore Contractors Association (IPLOCA) during 1995-1996, and is currently a
member of the Board of Trustees of TEMA Foundation, and a member of the board of directors of Akmerkez
GYO, KMD (Association of Categori Stores), EDRA (European DIY - Retail Association), and GHIN
(Global Home Improvement Network).
According to the Corporate Governance Principles of the Capital Market Board, Mr. Murat Gigin is not
qualified as an independent member. He has held the above-mentioned positions within the Company during
the last ten years, and there are no issues that might affect corporate activities if he is elected as a member of
the board of directors.
SİNAN KEMAL UZAN
Sinan Kemal Uzan was born in New York in 1986. After having graduated from the department of
International Business Administration in Pepperdine University (USA), he participated in the program of
Family Undertakings Management in the Northwestern University Kellogg School of Management (Illinois)
in the year 2012.
He started his business career at StarClub Interactive Networks, a company that is involved in the fields of
music production and internet strategies in Los Angeles, California, gained experience in the field of
Keytrade, a Swiss company, in the years of 2011 and 2012, and worked as the Azerbaijan Project Coordinator
for Tekfen İnşaat ve Tesisat A.Ş. in the years of 2012 and 2013. In 2012 to 2014, he worked as a system
administrator at Hub Surgical & Orthopedic Supplies, a New York-based developer of Technologies for
diabetes patients, and he is aslo the founder of a company named Ankaa LLC (Californiya), which invests in
internet technologies. In 2014, Mr. Uzan was elected as a member of the board of directors of Tekfen
Holding.
According to the Corporate Governance Principles of the Capital Market Board, Mr. Sinan Kemal Uzan is
not qualified as an independent member. He has held the above-mentioned positions within the Company
during the last ten years, and there are no issues that might affect corporate activities if he is elected as a
member of the board of directors.
13
DAVİT BRAUNŞTAYN
Born in İstanbul in 1964, Davit Braunştayn graduated from the Industrial Engineering Department of the
Boğaziçi University and received MBA degree in finance from Columbia University. Started his career as
analyst at the Investment Banking department of Lazard Frenes&Co. in the United States, Mr. Braunştayn
then transferred to Lignadekor Üretim ve Pazarlama A.Ş. where he is currently the general manager. Mr.
Braunştayn speaks English, French and German.
Mr. Davit Braunştayn is a member of the board of directors of the following related parties of our Company:
Üçgen Bakım ve Yönetim Hizmetleri A.Ş.
Akmerkez Lokanta Gıda Sanayi ve Ticaret A.Ş.
According to the Corporate Governance Principles of the Capital Market Board, Mr. Davit Braunştayn is not
qualified as an independent member. He has held the above-mentioned positions within the Company during
the last ten years, and there are no issues that might affect corporate activities if he is elected as a member of
the board of directors.
FREDERIC YVES MARCEL FONTAINE
Mr. Fontaine was born in Tours, France in 1958. After having graduated from Nantes University of
Commerce in 1981, he started his career at France Construction in 1983. Thereafter, he worked at Copra,
Trema and Hammerson, respectively. He has worked as general manager in Corio France and member of the
board of directors and CDO of Corio N.V. during May 2003 - January 2015. He has been continuing his
career as Chief Development Officer of Klepierre S.A. France since January 2015. Mr. Fontain is married
with two children.
According to the Corporate Governance Principles of the Capital Market Board, Mr. Frederic Yves Marcel
Marie Fontaine is not qualified as an independent member. He has held the above-mentioned positions within
the Company during the last ten years, and there are no issues that might affect corporate activities if he is
elected as a member of the board of directors.
REMZİYE ASLI KARADENİZ
Ms. Aslı Karadeniz born in Ankara in 1964. She completed her high school education at Robert College. She
graduated from the Faculty of Business Management, Boğaziçi University with a double major in the fields
of marketing and finance, and worked for Istanbul Office of Arthur Andersen & Co for four years, and for
Citibank Istanbul for five years.
In 1995, Ms. Aslı Karadeniz joined Boyner Group, which is one of the largest non-food retailers of Turkey.
For Benetton Turkey which is a license operation of Benetton Group SpA Italy, she worked as the Director
of Financial Affairs (1995-1999) and the General Manager (1999-2002). In December 2002, she was assigned
as the CEO for Boyner Büyük Mağazacılık A.Ş., i.e. the largest chain of department stores in Turkey. During
her period spent as a CEO (2002-2014), she leaded the “Transformation and Renovation Program” launched
in 2004; various public offerings; the establishment of a partnership between the company and private capital;
and in 2012, the acquisition of YKM, e.g. the second largest chain of department stores in Turkey. In May
2012, she left her position as a CEO of Boyner, and served as a member of the board of directors of said
company until March 2015. Ms. Aslı Karadeniz is the founding partner of Re Stratejik Yönetim Danışmanlığı
A.Ş.
In 2009, Ms. Aslı Karadeniz received the Retail Sun “Most Successful Professional Director”, which is the
most prestigious award of Turkish retail sector.
Remziye Aslı Karadeniz is a nominee proposed as an independent member of the board of directors.
According to the Corporate Governance Principles of the Capital Market Board, Ms. Remziye Aslı Karadeniz
is qualified as an independent member. She has held the above-mentioned positions during the last ten years,
and she has no association with Akmerkez Gayrimenkul Yatırım Ortaklığı A.Ş. or its related parties.
14
ATİLLA ALTINORDU
He was born in Ankara in 1949, and fraduated from the Department of Petroleum Engineering, the Middle
East Technical University (ODTÜ), and received a master degree from ODTÜ ve Imperial College for
Science and Technology, London, and a MBA degree from Hacettepe University.
After graduation, he worked at international projects of public enterprises such as Türkiye Petrolleri A.O.
and Botaş, and assumed various managerial positions (e.g. manager, coordinator, assistant general manager,
general manager, member of board of directors) in private construction and energy sectors after 1980. He
worked as a part-time instructor at the Middle East Technical University between 1987 and 2009. He is
married with one child, and has a command of English.
Mr. Atilla Altınordu is a nominee proposed as an independent member of the board of directors.
According to the Corporate Governance Principles of the Capital Market Board, Mr. Atilla Altınordu is
qualified as an independent member. He has held the above-mentioned positions during the last ten years,
and she has no association with Akmerkez Gayrimenkul Yatırım Ortaklığı A.Ş. or its related parties.
LİNA FİLİBA
She was born in 1958, and completed her high school education at Üsküdar American Girls High School,
and received computer programming education at Boğasiçi University. She worked as the IT Director and
Developer for Plastikap Plastik İmalat Sanayi A.Ş., as an Import Specialist and Internal Data Analysist for
Cumba Dekorasyon, as a Top Level Professional at the Turkish Society of Jewish, as a District Director and
Management Support Specialist for Tek Grubu Gayrimenkul Franchising Pazarlama İç ve Dış Tic. A.Ş,, and
as a General Coordinator for Beybi Plastik A.Ş. Ms. Lina Filiba curreanty Works as a Trainer and Consultant
at PEM Project Training Center. She is married with two children, and has a command of English and French.
Lina Filiba is a nominee proposed as an independent member of the board of directors.
According to the Corporate Governance Principles of the Capital Market Board, Ms. Lina Filiba is qualified
as an independent member. She has held the above-mentioned positions during the last ten years, and she has
no association with Akmerkez Gayrimenkul Yatırım Ortaklığı A.Ş. or its related parties.
15
STATEMENTS OF INDEPENDENCY
REPUBLIC OF TURKEY
28th Notary Public of Beşiktaş Journal Entry Date: 4th March 2016
Journal Entry No.: 01491
DECLARATION OF INDEPENDENCE
I hereby declare that I am a candidate to perform duty as “Independent Member” in the Board of Directors of
AKMERKEZ GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ (the “Company”) in accordance with
the relevant legislation, Articles of Association and the criteria included in the Corporate Governance
Principles as provided for in the Corporate Governance Communiqué no. (II-17.1) issued by the Capital
Market Board.
I hereby represent that:
(a) There isn’t any employment relationship between the partners controlling the company or the management of the company or the legal entities owned by such partners and I myself, my spouse or my relatives by blood or marriage which may lead to the assumption of important tasks and responsibilities during the last five (5) years and I don’t have jointly or lonely more than 5% of the capital or voting rights or privileged shares in, or I did not conduct any commercial relation with, such companies during the last five years;
(b) I haven’t been a shareholder (with a share of 5% and over), an employee or Board member in a managerial position which may lead to the assumption of important tasks or responsibilities during the periods of purchasing or selling any service in the companies to which the company sells products or from which the company purchases products in considerable quantities within the framework of agreements executed for performing such functions as the auditing of the company (including tax auditing, legal auditing and internal auditing) during the last five (5) years;
(c) I have the necessary professional education, knowledge and experience required to fulfill the tasks which I am going to assume to perform as an independent Board member;
(d) I haven’t worked or will not work on full-time basis as a member in any public institution or organizations except the business of an academician in any university, provided that the same complies with the relevant legislation;
(e) I am a resident in Turkey according to the Income Tax Law no. 193 dated 31/12/1960;
(f) I have strong ethical standards, professional reputation and experience enabling me to make positive contributions to the activities of the Company, to maintain my impartiality in the conflicts between the Company and the shareholders and to make decision freely taking into consideration the rights of stakeholders;
(g) I will allocate sufficient time required for tracking the conduction of the activities of the Company and for the fully fulfillment of the tasks I am going to assume to perform;
(h) I did not perform duty on the Board of the Company more than six years during the last ten years;
(i) I haven’t performed any duty as independent Board member in more than three companies in the companies controlling the Company or the board of directors or the companies owned by such companies and more than five companies whose shares are traded in the stock exchange.
Independent Board Member Candidate’s: Name – Surname : REMZİYE ASLI KARADENİZ TR Identity Number : 34864723614 (signature)
16
REPUBLIC OF TURKEY 9th Notary Public of Bodrum
Journal Entry Date: 3rd March 2016 Journal Entry No.: 01295
DECLARATION OF INDEPENDENCE
I hereby declare that I am a candidate to perform duty as “Independent Member” in the Board of Directors of
AKMERKEZ GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ (the “Company”) in accordance with
the relevant legislation, Articles of Association and the criteria included in the Corporate Governance
Principles as provided for in the Corporate Governance Communiqué no. (II-17.1) issued by the Capital
Market Board.
I hereby represent that:
(j) There isn’t any employment relationship between the partners controlling the company or the management of the company or the legal entities owned by such partners and I myself, my spouse or my relatives by blood or marriage which may lead to the assumption of important tasks and responsibilities during the last five (5) years and I don’t have jointly or lonely more than 5% of the capital or voting rights or privileged shares in, or I did not conduct any commercial relation with, such companies during the last five years;
(k) I haven’t been a shareholder (with a share of 5% and over), an employee or Board member in a managerial position which may lead to the assumption of important tasks or responsibilities during the periods of purchasing or selling any service in the companies to which the company sells products or from which the company purchases products in considerable quantities within the framework of agreements executed for performing such functions as the auditing of the company (including tax auditing, legal auditing and internal auditing) during the last five (5) years;
(l) I have the necessary professional education, knowledge and experience required to fulfill the tasks which I am going to assume to perform as an independent Board member;
(m) I haven’t worked or will not work on full-time basis as a member in any public institution or organizations except the business of an academician in any university, provided that the same complies with the relevant legislation;
(n) I am a resident in Turkey according to the Income Tax Law no. 193 dated 31/12/1960;
(o) I have strong ethical standards, professional reputation and experience enabling me to make positive contributions to the activities of the Company, to maintain my impartiality in the conflicts between the Company and the shareholders and to make decision freely taking into consideration the rights of stakeholders;
(p) I will allocate sufficient time required for tracking the conduction of the activities of the Company and for the fully fulfillment of the tasks I am going to assume to perform;
(q) I did not perform duty on the Board of the Company more than six years during the last ten years;
(r) I haven’t performed any duty as independent Board member in more than three companies in the companies controlling the Company or the board of directors or the companies owned by such companies and more than five companies whose shares are traded in the stock exchange.
Independent Board Member Candidate’s: Name – Surname : ATİLLA ALTINORDU TR Identity Number : 20413111070 (signature)
17
REPUBLIC OF TURKEY 16th Notary Public of Üsküdar
Journal Entry Date: 3rd March 2016 Journal Entry No.: 09175
DECLARATION OF INDEPENDENCE
I hereby declare that I am a candidate to perform duty as “Independent Member” in the Board of Directors of
AKMERKEZ GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ (the “Company”) in accordance with
the relevant legislation, Articles of Association and the criteria included in the Corporate Governance
Principles as provided for in the Corporate Governance Communiqué no. (II-17.1) issued by the Capital
Market Board.
I hereby represent that:
(s) There isn’t any employment relationship between the partners controlling the company or the management of the company or the legal entities owned by such partners and I myself, my spouse or my relatives by blood or marriage which may lead to the assumption of important tasks and responsibilities during the last five (5) years and I don’t have jointly or lonely more than 5% of the capital or voting rights or privileged shares in, or I did not conduct any commercial relation with, such companies during the last five years;
(t) I haven’t been a shareholder (with a share of 5% and over), an employee or Board member in a managerial position which may lead to the assumption of important tasks or responsibilities during the periods of purchasing or selling any service in the companies to which the company sells products or from which the company purchases products in considerable quantities within the framework of agreements executed for performing such functions as the auditing of the company (including tax auditing, legal auditing and internal auditing) during the last five (5) years;
(u) I have the necessary professional education, knowledge and experience required to fulfill the tasks which I am going to assume to perform as an independent Board member;
(v) I haven’t worked or will not work on full-time basis as a member in any public institution or organizations except the business of an academician in any university, provided that the same complies with the relevant legislation;
(w) I am a resident in Turkey according to the Income Tax Law no. 193 dated 31/12/1960;
(x) I have strong ethical standards, professional reputation and experience enabling me to make positive contributions to the activities of the Company, to maintain my impartiality in the conflicts between the Company and the shareholders and to make decision freely taking into consideration the rights of stakeholders;
(y) I will allocate sufficient time required for tracking the conduction of the activities of the Company and for the fully fulfillment of the tasks I am going to assume to perform;
(z) I did not perform duty on the Board of the Company more than six years during the last ten years;
(aa) I haven’t performed any duty as independent Board member in more than three companies in the companies controlling the Company or the board of directors or the companies owned by such companies and more than five companies whose shares are traded in the stock exchange.
Independent Board Member Candidate’s: Name – Surname : LİNA FİLİBA TR Identity Number : 14915390170 (signature)
18
ANNEX 3
TABLE OF DISTRIBUTION OF PROFITS
37.264.000,00
2.Genel Kanuni Yedek Akçe ( Yasal Kayıtlara Göre ) 58.547.593,92
Kâr Dağıtım İmtiyazı yoktur.
SPK'ya Göre Yasal Kayıtlara ( YK ) Göre
3. 73.325.045,00 73.321.756,82
4. - -
5. Net Dönem Kârı 73.325.045,00 73.321.756,82
6. Geçmiş Yıllar Zararları ( - ) - -
7. Genel Kanuni Yedek Akçe ( - ) - -
8. NET DAĞITILABİLİR DÖNEM KÂRI 73.325.045,00 73.321.756,82
9. Yıl içinde yapılan bağışlar ( + )
10. 73.325.045,00
1.863.200,00
1.863.200,00
-
1.863.200,00
12. -
14. -
15. 64.839.360,00
16. 7.601.856,00
17. -
18. -
19. 138.549,00 135.260,82
20.11.179.200,00
AKMERKEZ GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş. 2015 YILI KÂR DAĞITIMI ÖNERİSİ
- Nakit
- Bedelsiz
Dönem Kârı
Dağıtılması Öngörülen Diğer Kaynaklar
- Olağanüstü Yedeklerden Dağıtılan
Ortaklara İkinci Kâr Payı
Genel Kanuni Yedek Akçe
Statü Yedekleri
- Pay Sahibi Dışındaki Kişilere
- Çalışanlara,
13.
- Toplam
Özel Yedekler
İmtiyazlı Pay Sahiplerine Dağıtılan Kâr Payı
Dağıtılan Diğer Kâr Payı
- Yönetim Kurulu Üyelerine,
Esas sözleşme uyarınca kâr dağıtımında imtiyaz var ise söz konusu