TORUNLAR REAL ESTATE INVESTMENT COMPANY

Transcription

1 TORUNLAR REAL ESTATE INVESTMENT COMPANY 2014 Ordinary General Assembly Meeting Information Memorandum From the Chair of the Board of Directors 2014 Ordinary General Assembly Meeting of our company will be held on Tuesday at 11:00 at the head office of Torunlar REIC located at Rüzgarlıbahçe Mahallesi Selvi Çıkmazı No:4 Beykoz/ISTANBUL in order to deliberate and to settle the following agenda. Our shareholders can attend the General Assembly Meeting in the actual meeting room or online in person or by proxy. Online attendance to the meeting is only possible with the secure electronic signatures of the shareholders or their proxies. Therefore, the shareholders who will vote via the Electronic General Meeting System (e-gem), should have electronic signatures, and register at e-company (Companies Information Portal) within Central Registry Agency (CRA). It will not be possible for the shareholders or their proxies who have not registered at the e-company Information Portal and do not have a secure electronic signature to attend the general assembly meeting on-line via e-gem. Shareholders can obtain further information on this mattter from the Central Registry Agency. Our shareholders or their proxies who wish to attend the General Assembly meeting on-line should complete the procedure in accordance with the Regulation concerning the on-line general meetings in the joint stock companies published in the Official Gazette dated 28 August 2012 and No , and the Regulation dated 29 August 2012 and No concerning the electronic general meeting system to be pursued in the general meetings of the joint stock companies. In accordance with the Article 415, Clause 4 of the New Turkish Commercial Code No and the Article 30, Clause 1 of the Capital Markets Law No. 6362, the blockage of the share certificates will not be laid down as a condition for the right to attend and vote in the General Assembly. Within this respect, if our bearer shareholders request to attend the General Assembly Meeting, there is no need for them to block their shares. Shareholders, whose bearer shares have not been dematerialized within the structure of the Central Registry Agency (CRA), however, must submit their stock certificates to the Investor Relations Department at the head office of the company or a voucher indicating that they deposited them with a bank by the starting time of the meeting. Given that the names of the shareholders, whose bearer shares have been dematerialized with CRA, will appear in the Share Register for the General Assembly Meeting to be provided by CRA, our physical 1

2 person shareholders may attend the meeting with their identity cards, while legal persons with their powers of attorney. Our shareholders, who will not be able to attend the meeting in person, provided that the rights and obligations of other shareholders who will attend the meeting on-line, be reserved, must issue proxies in accordance with the sample attached or obtain a proxy form from either our Company Headquarters, or the Company s internet website at and fulfil the requirements stipulated in the Communiqué II, No: 30.1 dated 24 December 2013, attach their specimen of signature certified by a notary public or their circulars/statements of signatures legalized by a notary public to the proxies bearing their own signatures. Proxy forms that are not in line with the sample made mandatory by the Communiqué and signatures that are not certified by a notary public will not be strictly accepted. The Annual Report, Financial Statements, Independent Audit Report and Dividend Distribution Proposal related to our Company s activities for the year 2014 will be available for review of the esteemed shareholders on the Company s website and CRA e-company system 3 weeks prior to the date of the general assembly meeting. We kindly request our esteemed shareholders to gather information, attend the General Assembly on the aforementioned location, date and time. Kind regards, 2

3 ADDITIONAL DISCLOSURES PURSUANT TO THE REGULATIONS OF THE CAPITAL MARKET BOARD Out of the additional disclosures which must be done pursuant to the Communiqué on the Principles to be complied with Joint Stock Companies being subject to the Capital Market Law, Serial IV, No. 41, and the Communiqué Concerning the Establishment and Implementation of the Corporate Governance Principles, (II-17.1) of the Capital Market Board, the ones which are related to the issues in the agenda are made in the agenda item below and the general disclosures are made in this section for your information. 1. Shareholding Structure and Voting Right TORUNLAR REIC SHAREHOLDING STRUCTURE NAME/TRADENAME CLASS TYPE AMOUNT OF SHARES 3 VOTING RIGHT SHARE IN CAPITAL % Aziz TORUN A Registered , ,61 20,03 PRIVILEGED OR NOT nominate the BOD member Aziz TORUN C Registered , ,45 17,37 Not Torunlar Food JSC A Registered , ,46 nominate the 0,01 BOD member Mehmet TORUN B Registered , ,93 nominate the 20,02 BOD member Mehmet TORUN C Registered , ,38 17,36 Not Yunus Emre TORUN B Registered , ,07 nominate the 0,02 BOD member Yunus Emre TORUN C Registered , ,07 0,02 Not Torunlar Food JSC B Registered , ,46 nominate the 0,01 BOD member Mahmut KARABIYIK B Registered 7.861, ,61 0,00 nominate the

4 BOD member OTHER FREE FLOAT C Registered , ,96 25,16 Not TOTAL , , ,00 SHAREHOLDING STRUCTURE BY VOTE CLASS CLASS A TYPE Registered AMOUNT OF SHARES VOTING RIHTS % , ,07 20,05 B Registered , ,07 20,05 PRIVILEGED OR NOT nominate the BOD member nominate the BOD member C Registered , ,86 59,91 Not TOTAL , ,00 100,00 2. Information Regarding Changes in Management and Operations that would have a Significant Impact on Corporate Activities of our Company and our Subsidiaries: The existing BOD member Mr. Yunus Emre Torun who said that he is not willing to assume a Board duty will be replaced by Mr. Ali Alp, while the non-executive independent member Mr. Ali Alp will be replaced by Mr. Saim Kilic as the independence term of the former expires and the latter abiding by the independence criteria is nominated by the Nomination Committee pursuant to the Corporate Governance Principles 4.3.6/g of the Capital Markets Board. 4

5 3. Information about the Requests of the Shareholders, the Capital Market Board or the Other Public Authorities for Inclusion of Issues in the Agenda No such request has been received for the Annual General Meeting where the activities in 2014 will be discussed. AGENDA 1. Opening and election of the Presiding Board Pursuant to the provisions of Turkish Commercial Code (TCC) no and the Regulation on the Procedures and Principles of the General Assembly Meetings of the Joint Stock Companies and the Representatives from the Ministry of Customs and Trade to take part in these meetings and the Internal Directive on the General Meeting, the Presiding Board, which will chair the General Meeting, will be formed. 2. Authorization of the Presiding Board to sign the minutes of the General Assembly Pursuant to TCC and the Regulation, the Presiding Board will be authorized to sign the Minutes of Meeting. 3. Reading of and deliberations on the Board of Directors Report on the operations and accounts of the year 2014 Pursuant to the regulations of TCC, Capital Markets Board (CMB)no.6362 and the Regulation of the Ministry of Customs and Trade, Board of Directors Annual Report Summary for the financial year will be read in the General Assembly Meeting. The Annual Report of the Board is available on the website: 4. Reading of and deliberations on the Auditors Report and the summary statement of the independent external auditing firm Basaran Nas Bagimsiz Denetim ve Serbest Muhasebeci Mali Musavirlik AS ( a member of PWC) Pursuant to the regulations of TCC, Capital Markets Board (CMB)no.6362 and the Regulation of the Ministry of Customs and Trade, Independent Auditors Report Summary for the financial year will be read in the General Assembly Meeting. the Independent Auditors Report is available on the website: 5

6 5. Approval, approval after modification or refusal of the Board of Directors submission of 2014 Financial Statements Pursuant to the regulations of the TCC, CMB and the regulations of the Ministry of Customs and Trade, the consolidated Financial Statements as of for the financial year ended , will be read, deliberated and submitted for the approval of the assembly. The reports have been made available for the review of our Shareholders at the Company Headquarters and at the website. 6. Approval, approval after modification or refusal of the proposal concerning the distribution of profits As a result of our company s activities carried out within the period of January 1st, 2014 December 31st, 2014; - Our Company s net profit of the fiscal year 2014 according to the independently audited consolidated financial tables prepared in accordance with Capital Market Board Communiqué About Financial Reporting in Capital Markets Serial: II No: 14.1 is TL and according to the clauses of the Turkish Commercial Code and Tax Procedure Law is TL , - Profit of TL of the profit after tax set forth in the consolidated financial statements will be the base for distribution of profit pursuant to the Capital Market Board Dividend Communiqué (II- 19.1), - As it is obligatory to set aside first legal reserves until the reserve amount reaches 20% of the paid in capital in accordance with Article 519 of Turkish Commercial Code, it is decided to reserve TL first legal reserves for 2014, - It is determined that TL , which is reached by subtracting the first legal reserves from and adding the donations (which is nil) to the distributable profit of TL for the year 2014 according to the consolidated financial statements, shall be the base for first dividend. - It is decided to distribute TL , which corresponds to 20% of TL capital, which is considered as the base of the first dividend in accordance with Capital Market Board Dividend Communiqué (II-19.1) as cash first dividend and to distribute TL as cash second dividend. - TL , which is the total cash dividend amount to be distributed shall be covered by current period net profit. - Accordingly TL 0.10 (10%) gross/net cash dividend per share having nominal value of TL 1 shall be distributed to our shareholders and total gross/net cash dividend distribution amount shall be TL

7 - 7. Discharge of the Members of the Board of Directors from liability in respect of their operations in the year 2014 Pursuant to the regulations of the TCC and the regulations of the Ministry of Customs and Trade the release of the members of the Board of Directors for their activities, procedures and accounts for the year 2014 will be submitted for the approval of the General Assembly. 8. Re-election or replacement of the Members of the Board of Directors and assignment of their term of Office Pursuant to the regulations of the Capital Markets Board, TCC and Regulation and the clauses of the Articles of Association related to the election of the BOD members, new members will replace the existing members whose term expire with the determination of the number of directors and their term of Office. Furthermore, independent members will be elected in accordance withthe Corporate Governance Principles II-17.1 of the Capital Markets Board. Provided that the non-transferable powers of the General Assembly be reserved, according to Art. 13 of the Articles of Association, the management of the company, its representation and binding against third parties are performed by a board of directors which consists of 7 (seven) members who comply with the conditions stated in the Turkish Commercial Code and the Capital Market Legislations. Number and qualifications of the independent members of the board of directors shall be determined in accordance with the regulations of the Capital Market Board with respect to the corporate governance. At least 2 members in 7-strong BOD shall be appointed by the general assembly in accordance with the basis of the Corporate Governance Principles of the Capital Market Board with respect to the independency of the members of the board of directors. With the proposal of the Nomination Committee that evaluated the candidate directors and the resolution of the board of directors, Mr. Ali Alp will be nominated to replace Mr. Yunus Emre Torun as a Board Member and Mr. Saim Kilic to replace Mr. Ali Alp as the non-executive independent Board Member. 9. Decision on the monthly honorarium of the Chairman and Members of the Board of Directors The net monthly remuneration of the BOD members will be set by the General Assembly in accordance with TCC, the Regulation and the Articles of Association. 7

8 10. Approval of the independent external auditing firm elected by the Board of Directors for 2015 as per the Capital Markets Board communique on Independent Audit Standards in the Capital Markets In its meeting dated and no.2015/05, taking into consideration the opinion of the Audit Committee, the Board of Directors of our Company has resolved to nominate Basaran Nas Bagimsiz Denetim ve Serbest Mali Musavirlik AS (a Member Firm of PWC)for one year to audit our Company s financial statements for the year 2015 accounting period and to fulfill all other obligations required for the auditors by Turkish Commercial Code no 6102 and Capital Markets Law no 6362 and related regulations and to present the selection for the approval of the General Assembly of Shareholders. 11. Informing the General Assembly about the donations and grants made in the year 2014, determination of the upper limit for the donations and grants to be made for the year 2015, determination of the upper limit for the donations and grants to be made for the year 2016 during the period up until the annual meeting for 2015 As per Article 6 of the Dividend Communique II-19.1 of the Capital Markets Board, the cap of the grant must be set by the General Assembly for the cases not stipulated by the articles of association and the donations and grants will be submitted to the information of the General Assembly. Although the board of directors was authorized with a decision taken in 2014 to grant and donate until the first general meeting, the General Assembly will deliberate on the proposal for the extension of this authorization until the first general meeting. While the board of directors is authorized to make a donation up to TRY in 2014 to real and legal persons at the 2013 general meeting dated , the actual donation amounted to TRY within the limit in 2014 for Municipality community facilities in Bingol and Bitlis. These donations will be submitted to the approval of the general meeting. In the same 2013 general meeting dated , the board of directors is authorized to make a donation up to TRY to real and legal persons for 2015 up until the first general meeting. The general meeting will decide whether the authorization to the board will remain within this limit for donations in 2015 or be amended. The upper limit of the donation will also be determined for the period up until the 2015 general meeting that will be held in Informing our shareholders about transactions with related parties in 2014 within the scope of the Capital Markets Board legislation Detailed information about these transactions is given in our consolidated financial footnotes (Note 27)). 13. Informing the General Assembly on the details of securities, pledges and mortgages granted to the third parties in pursuance of the Capital Markets Board resolution No.17.1 Corporate Governance No.12/4 8

9 Securities, pledges and mortgages granted to third parties during the ordinary course of the business in 2014 are annexed in the footnote no. 17 of the financial statements dated Apart from this, there is not any disallowed kind of encumbrance for third parties according to the legislation. 14. Informing our shareholders about whether or not the Members of the Board of Directors conduct business that fall within the scope of the company s activities directly or on behalf of others, to become shareholders in companies performing such transactions and to conduct other transactions as set forth in Articles of TCC The members of the Board of Directors do not have the right to perform the transactions stated under the Articles and of the Turkish Commercial Code. In accordance with the Mandatory Principle of Corporate Governance no , the General Assembly should give approval in advance in order that the shareholders, who have the administrative capacity, the members of the Board of Directors, senior executives, the spouses and the first and second degree relatives by blood and marriage of these officials can compete against each other and perform transactions which may cause conflicts of interest. Furthermore, details regarding the above-mentioned transactions should also be communicated to the General Assembly. The board of directors were authorized to perform these transactions stated in Articles of TCC for 2014 by the General Assembly. In 2014, the shareholders, who have the administrative capacity, the members of the Board of Directors (except for Mr. Aziz Yeniay), senior executives, the spouses and the first and second degree relatives by blood and marriage of these officials did not perform any transaction which may cause conflicts of interest.with the company or subsidiaries, nor did they compete with them on their own or for the behalf of others nor did they become unlimited shareholder in any other company doing similar business. 15. Proposal to grant permission to the Members of the Board of Directors to perform directly or on behalf of others the transactions that fall within the scope of the company s activities, to become shareholders in companies performing such transactions and to conduct other transactions as set forth in Articles of TCC Art. 395 of TCC is related to the ban on performing transactions with and owing to the company. Without the permission of the general meeting, the members of the BOD are prohibited without the permission of the general meeting to perform transactions directly or on behalf of others; the non-shareholder BOD members and the non-shareholder relatives enumerated in Article 393 of the BOD members are banned from borrowing cash from the company and finally the company cannot grant securities, pledges and mortgages for these persons. 9

10 Art. 396 of TCC is related to non-competition. Without the permission of the general meeting, the members of the BOD are prohibited from performing directly or on behalf of others transactions that fall within the scope of the company s activities and from becoming unlimited shareholder in any other company doing similar business. The BOD members need to take the approval of the general meeting so as to perform the transactions stated in Arts. 395 and 396 of TCC. The permission for the BOD to perform these transactions will be submitted for the approval of the general meeting. 16. Wishes and requests 17. Closing 10