MATERIAL EVENT DISCLOSURE. To the attention of Highness Directorate of BORSA ISTANBUL Tuzla, Ref: MG/11 ISTANBUL

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1 MATERIAL EVENT DISCLOSURE Name of the Corporation : MUTLU YATIRIM PROJE ve GAYRIMENKUL GELIŞTIRME A.Ş. Address Tepeören Mah. Eski Ankara Asfaltı Cad. No:210 : Tuzla/İSTANBUL Phone and Fax Numbers : / 10 lines Subject : Disclosure made pursuant to the Communique of the Capital Markets Board with the serial: VIII and no: 54 To the attention of Highness Directorate of BORSA ISTANBUL Tuzla, Ref: MG/11 ISTANBUL Having assembled as the Company s headquarter on 14 March 2014, the Board of Directors have taken the resolution attached with regards to the duty distribution. Best Regards, Mahmut Kerem BILGIN Board Attila Chairman of the Board of Directors ATTACHMENT: Board of Directors Resolution We hereby declare that the foregoing disclosures are in line with the principles of Communiqué Serial No. VIII No. 54 of the Capital Markets Board and that these reflect the information received by us regarding the subject in full; and that the said information is in conformity with our books, records and documents and we have endeavoured to obtain full and accurate information regarding the subject and are responsible of the disclosures made herein. EO/YG

2 BOARD OF DIRECTORS MEETING OF GAYRIMENKUL GELIŞTIRME ANONIM ŞIRKETI MEETING DATE : 14 MARCH 2014 MEETING NO : 8 CHAIRMAN : ATTILA TURKER VICE-CHAIRMAN : ALI NURI TURKER : DILEK TURKER : YASEMIN IHSANTURKER : LEYLA YASEMIN TURKER : SIMLA TURKER BAYAZIT : IBRAHIM EREM BILGIN INDEPENDENT : PROF. DR. A. GÜLTEKIN KARAŞIN INDEPENDENT : AHMET BURAK The Board of Directors of GAYRIMENKUL GELIŞTIRME ANONIM ŞIRKETI assembled at Tepeören Mah. Eski Ankara Asfaltı Caddesi No.210 Tuzla/ISTANBUL and has taken the following resolutions. RESOLUTIONS: 1. Duty distribution has been made among the Board members and Mr. Attila Türker has been elected as the Chairman and Mr. Ali Nuri Türker has been elected as the Vice-Chairman. 2. Signatory authorities of the Company are listed below: Mr. Attila Türker, Mr. Ali Nuri Türker, Ms. Dilek Türker, Ms. Yasemin Ihsantürker, Ms. Leyla Yasemin Türker, Ms. Simla Türker Bayazıt, Mr. Mahmut Kerem Bilgin have been elected as the signatory authority Board members. 3. Issuing Signatory Circular: According to the relevant article in the articles of association, management and external representation of the company is under the responsibility of the board of directors. It is possible to appoint an executive director from among the board members and to authorize a director from outside. For any documents to be given and any contact to be concluded by the Company to be valid and binding for the Company, they shall bear joint signatures of either two from among Mr. Attila Türker, Mr. Ali Nuri Türker, Ms. Dilek Türker, Ms. Yasemin Ihsantürker, Ms. Leyla Yasemin Türker, Ms. Simla Türker Bayazıt and Mr. Mahmut Kerem Bilgin Vice-Chairman Ali Nuri Türker Leyla Yasemin Türker Prof. Dr. A. Gültekin Karaşin Chairman Attila Türker Dilek Türker Simla Türker Bayazıt Ahmet Burak Yasemin İhsantürker Ibrahim Kerem Bilgin

3 MATERIAL DISCLOSURE Partnership Name: MUTLU YATIRIM PROJE ve GAYRİMENKUL GELİŞTİRME A.Ş Address: Tepeören Mahallesi Eski Ankara Asfaltı Caddesi No: Tuzla/ISTANBUL Tel. and Fax No: /10 Lines Subject: Disclosure made as per communiqué of the Capital Markets Board Serial No: VIII No. 54 Chairmanship of Tuzla, Istanbul Stock Exchange Ref: MG/9 ISTANBUL It is hereby presented for the information of the public and our investors that; In conclusion to its meeting held on the 26 th of February 2014, the Corporate Governance Committee has recommended to the Board of Directors of the company in line with the objectives of the company and to provide direction and manage our activities for Mr. Afsin AYKANAT, who has been determined to have real estate development, project creation, and follow-up, related legislation, project financing models and construction experience, to be appointed as the General Manager of the company, and on 01/03/2014 the Board of Directors of our Company decided unanimously to appoint Mr. Afsin AYKANAT as the General Manager of the company. Yours Sincerely, Ali Nuri Vice Chairman of the Board of Directors Attila Chairman of the Board of Directors We hereby declare that the foregoing disclosures are in line with the principles of Communiqué Serial No. VIII No. 54 of the Capital Markets Board and that these reflect the information received by us regarding the subject in full; and that the said information is in conformity with our books, records and documents and we have endeavoured to obtain full and accurate information regarding the subject and are responsible of the disclosures made herein. EÖ/YG

4 GAYRİMENKUL GELİŞTİRME A.Ş. / MUTGG [] :24:46 Material Event Disclosure (General) 1 ALİ NURİ 2 ATTİLA VICE-CHAIRMAN OF OF THE BOARD CHAIRMAN OF THE BOARD GAYRİMENKUL GELİŞTİRME A.Ş. GAYRİMENKUL GELİŞTİRME A.Ş :22: :24:03 Tepeören Mah.Eski Ankara Asfaltı Cad.No.210 Address of the Association : Tuzla/İSTANBUL Phone and Fax. Number : address : ygulmez@mutlu.com.tr Phone and Fax Number of Investor/Shareholder Relations Department of : the Association Is this a postponed disclosure? : No Submitting the selection of the audit company to the approval of Summary Information : our shareholders during the Ordinary General Assembly Meeting DISCLOSURE: The Board of Directors of our Company has unanimously resolved to submit the selection of ÇAĞDAŞ BAĞIMSIZ DENETIM SERBEST MUHASEBECI MALI MÜŞAVIRLIK ANONIM ŞIRKETI, as the audit company for the period covering the 2014 accounting period, to the approval of our shareholders during the ordinary general assembly meeting. Respectfully submitted to the information of the public and investors. We hereby declare that the disclosures above are in conformity with the principles stipulated by Material Event Communique of Capital Markets Board in force, that they reflect the information on the subject/subjects received by our party; that such information are according to our book, records and documents, that we endeavour for obtaining complete and correct information with this regards and we are responsible for these statements

5 BOARD OF DIRECTORS MEETING OF GAYRIMENKUL GELIŞTIRME ANONIM ŞIRKETI MEETING DATE : MEETING NO : 6 CHAIRMAN : Attila TURKER VICE-CHAIRMAN : Ali Nuri TURKER : Dilek TURKER : Yasemin IHSANTURKER : Leyla Yasemin TURKER : Simla TURKER BAYAZIT : Ibrahim Erem BILGIN INDEPENDENT : Prof. Dr. A. GÜLTEKIN KARAŞIN INDEPENDENT : Ahmet Burak The Board of Directors of MUTLU YATIRIM PROJE EE GAYRIMENKUL GELIŞTIRME ANONIM ŞIRKETI assembled at Tepeören Mah. Eski Ankara Asfaltı Caddesi No.210 Tuzla/ISTANBUL and has taken the following resolutions. RESOLUTIONS: The Board of Directors of our Company has unanimously resolved to submit the selection of ÇAĞDAŞ BAĞIMSIZ DENETIIM SERBEST MUHASEBECI MALI MÜŞAVIRLIK ANONIM ŞIRKETI, as the audit company for the period covering the 2014 accounting period, to the approval of our shareholders during the ordinary general assembly meeting. Chairman Atilla Türker Vice-Chairman Ali Nuri Türker Leyla Yasemin Türker Prof. Dr. A. Gültekin Karaşin Dilek Türker Simla Türker Bayazıt Ahmet Burak Yasemin İhsantürker Ibrahim Erem Bilgin

6 GAYRİMENKUL GELİŞTİRME A.Ş. / MUTGG [] :58:39 Material Event Disclosure (General) 1 ATTİLA 2 ALİ NURİ CHAIRMAN OF THE BOARD VICE-CHAIRMAN OF THE BOARD GAYRİMENKUL GELİŞTİRME A.Ş. GAYRİMENKUL GELİŞTİRME A.Ş :52: :54:56 Address of the Association Tepeören Mah.Eski Ankara Asfaltı Cad.No.210 : Tuzla/İSTANBUL Phone and Fax. Number : address : ygulmez@mutlu.com.tr Phone and Fax Number of Investor/Shareholder Relations : Department of the Association Is this a postponed disclosure? : No Summary Information About not appropriating profit due to loss showed in : our financial statements DISCLOSURE: The Board of Directors of our Company has unanimously resolved to submit the matter of not appropriating profit due to loss has been showed in the financial statements, as the company has been established recently, to the approval of our shareholders during the ordinary general assembly meeting. Respectfully submitted to the information of the public and investors. We hereby declare that the foregoing disclosures are in line with the principles of Communiqué Serial No. VIII No. 54 of the Capital Markets Board and that these reflect the information received by us regarding the subject in full; and that the said information is in conformity with our books, records and documents and we endeavoured to obtain full and accurate information regarding the subject and are responsible for the disclosures made herein.

7 MEETING OF THE BOARD OF DIRECTORS OF GAYRIMENKUL GELISTIRME ANONIM SIRKETI MEETING DATE: 18 FEBRUARY, 2014 MEETING NO: 5 CHAIRMAN: ATTILA TURKER VICE-CHAIRMAN: ALI NURI TURKER DILEK TURKER YASEMIN IHSANTURKER LEYLA YASEMIN TURKER SIMLA TURKER BAYAZIT IBRAHIM EREM BILGIN INDEPENDENT PROF. DR. A. GULTEKIN KARASIN INDEPENDENT AHMET BURAK The Board of Directors of GAYRIMENKUL GELISTIRME ANONIM SIRKETI met at the address of Tepeoren Mah. Eski Ankara Asfalti Cad. No. 201, Tuzla, Istanbul, and resolved as follows: DECISIONS: The Board of Directors of our company has unanimously decided to submit for the approval of the General Assembly the resolution not to distribute any dividends due to the fact that the financial statements of our company reports a loss as it has been established very recently. Chairman Attila Türker Vice-Chairman Ali Nuri Türker Leyla Yasemin Türker Prof. Dr. A. Gültekin Karaşin Dilek Türker Simla Türker Bayazıt Ahmet Burak Yasemin İhsantürker Ibrahim Erem Bilgin

8 GAYRIMENKUL GELISTIRME A.S. TRADE REGISTRY NO MERSIS NO Tepeoren Mah. Eski Ankara Asfalti Cad. No: Akfirat Tuzla-Istanbul MATERIAL DISCLOSURE Name of the Partnership: GAYRIMENKUL GELISTIRME A.S. Address: Tepeoren Mahallesi Eski Ankara Asfalti Caddesi No: Tuzla-Istanbul Tel and Fax No: /10 Lines Subject: Disclosure made as per Communiqué Serial No VIII No. 54 of the Capital Markets Board To the President s Office of Tuzla, ISTANBUL STOCK EXCHANGE Ref: MG/2 ISTANBUL On , our Board of Directors resolved to have the ordinary meeting of the General Assembly pertaining to the accounts and operations of the year 2013 arranged in the month of March. The subject matter decision of the Board of Directors is provided in attachment. A day was set for the ordinary meeting of the General Assembly by means of an application made to Istanbul Provincial Directorate of the Ministry of Science, Industry and Technology. Accordingly the Ordinary Meeting of the General Assembly for the year 2013 will be held on at 10:00 AM, on Monday to discuss the following agenda at the headquarters of the Company located at the address of Tepeoren Mahallesi Eski Ankara Asfalti Caddesi No: 210 Tuzla-Istanbul. Yours sincerely, GAYRIMENKUL GELISTIRME A.S. /stamp/ Attila Turker Chairman of the Board of Directors Attachment: Decision of the Board of Directors (Notary Certified) Ali Nuri Turker Vice-Chairman of the Board of Directors We hereby declare that the foregoing disclosures are in line with the principles of Communiqué Serial No. VIII No. 54 of the Capital Markets Board and that these reflect the information received by us regarding the subject in full; and that the said information is in conformity with our books, records and documents and we endeavoured to obtain full and accurate information regarding the subject and are responsible for the disclosures made herein. EO/YG

9 REPUBLIC OF TURKEY NO: KARTAL 1 ST NOTARY PUBLIC DATE: 14 FEBRUARY, 2014 COPY BOOK OF MINUTES OF THE BOARD OF DIRECTORS MEETING OF THE BOARD OF DIRECTORS OF GAYRIMENKUL GELISTIRME A.S. MEETING DATE: 14 FEBRUARY, 2014 MEETING NO: 3 CHAIRMAN: ATTILA TURKER VICE-CHAIRMAN: ALI NURI TURKER DILEK TURKER YASEMIN IHSANTURKER LEYLA YASEMIN TURKER SIMLA TURKER BAYAZIT IBRAHIM EREM BILGIN INDEPENDENT PROF. DR. A. GULTEKIN KARASIN INDEPENDENT AHMET BURAK The Board of Directors of GAYRIMENKUL GELISTIRME A.S. met at the address of Tepeoren Mah. Eski Ankara Asfalti Cad. No: 210 Tuzla-Istanbul and resolved as follows; DECISIONS; 1- It has been unanimously decided to have the ordinary meeting of the General Assembly pertaining to the accounts and operations of the year 2013 arranged to take place on 10 March, 2014 at AM on Monday at the address of Tepeoren Mah. Eski Ankara Asfalti Cad. No: 210 Tuzla-Istanbul, and 2- To apply to Istanbul Provincial Directorate of the Ministry of Science, Industry and Technology to have a Ministry Commissioner present in the meeting in which the following agenda will be discussed, and 3- To have the meeting registered and announced following its conclusion. AGENDA: 1- Opening of the meeting, roll call, setting up the meeting chairmanship and granting of the authority to sign the minutes of the meeting to the chairmanship of the meeting, 2- Reading and discussing of the annual operating report of the Board of Directors for the year 2013, 3- Reading and discussing the balance sheet and profit/loss statement for the year 2013, and deciding as to their certification, 4- Deciding whether to distribute the year 2013 profits, 5- Deciding on the discharge from responsibility of the members of the Board of Directors, 6- Determination of the fees to be paid to the members of the Board of Directors, 7- Selection of the members of the Board of Directors to take office until the next ordinary meeting of the general assembly for the year 2014, submitting of the list of the independent member candidates to the general assembly to be discussed, and selection of the independent members of the board from among these nominees. 8- Submitting for approval of the general assembly the independent audit firm selected, 9- Reading of the internal directive pertaining to the operating principles and procedures of the general assembly prepared as per article 419 of the Turkish Code of Commerce and its presentation for the approval of the general assembly,

10 10- Granting permission to the members of the Board of Directors in terms of the issues indicated in articles 395 and 396 of the Turkish Code of Commerce. 11- Submitting to the general assembly the policies pertaining to the fees payable to the members of the board of directors and high ranking executives of the company, payment of grants and aids, distribution of profit, ethical rules and communication, 12- Information to be provided to the general assembly that there are no collateral, pledges or mortgages granted by the company or income or benefits obtained in favour of 3 rd parties, 13- Well wishes and closing of the meeting. CHAIRMAN: ATTILA TURKER VICE-CHAIRMAN: ALI NURI TURKER LEYLA YASEMIN TURKER PROF. DR. A. GULTEKIN KARASIN DILEK TURKER SIMLA TURKER BAYAZIT AHMET BURAK YASEMIN IHSANTURKER IBRAHIM EREM BILGIN /signature & seal of the notary public/

11 REPUBLIC OF TURKEY Date: KARTAL 1 ST NOTARY PUBLIC No: AYLA KESIMAL 23 NISAN CAD. OZCIN SOK NO: KARTAL/ISTANBUL TEL: , , FAX: COPY I hereby certify that this copy, which has been presented to our offices, is the same as the decision of the board of directors of GAYRIMENKUL GELISTIRME A.S. dated No. 3 registered on the 6 th page of the book of minutes of the company that has been certified by the 1 st Notary Public of Kartal on No (Fourteenth of February two thousand fourteen). 14/02/2014, Friday KARTAL 1 ST NOTARY PUBLIC In place of AYLA KESIMAL Authorized senior clerk AZRA DUNDAR REDBOGLU Official Stamp and Signature

12 GAYRİMENKUL GELİŞTİRME A.Ş. / MUTGG [] :29:13 Material Disclosure (General) 1 ATTİLA 2 ALİ NURİ CHAIRMAN OF THE BOARD OF DIRECTORS VICE-CHAIRMAN OF THE BOARD OF DIRECTORS GAYRİMENKUL GELİŞTİRME A.Ş. GAYRİMENKUL GELİŞTİRME A.Ş :21: :25:37 Tepeören Mahallesi Eski Ankara Asfaltı Caddesi Partnership Address : No: 210 Tuzla/ISTANBUL Tel. and Fax No. : ygulmez@mutlu.com.tr Tel. and Fax No. of the Partnership s Investor : Relations Dept. Has the Disclosure Been previously postponed : No Publication of General Assembly Information Summary Info : Notes at our site DISCLOSURE The information, documents and reports that are required to be disclosed in the meeting of the general assembly as per the Corporate Governance Principles as well as the communiqués of the Capital Markets Board are published for our investors within the scope of the General Assembly Information Notes that are published at the Internet site of our company and in case of any changes in the subject matter information, the necessary updates shall be made to the Information Notes. We hereby declare that the foregoing disclosures are in line with the principles of Communiqué on Special Cases of the Capital Markets Board and that these reflect the information received by us regarding the subject in full, and that the said information is in conformity with our books, records and documents and we endeavored to obtain full and accurate information regarding the subject and are responsible of the disclosures made herein.

13 GAYRİMENKUL GELİŞTİRME A.Ş. / MUTGG [] :30:50 Material Disclosure (General) 1 ALİ NURİ 2 ATTİLA VICE-CHAIRMAN OF THE BOARD OF DIRECTORS CHAIRMAN OF THE BOARD OF DIRECTORS GAYRİMENKUL GELİŞTİRME A.Ş. GAYRİMENKUL GELİŞTİRME A.Ş :13: :15:04 Tepeören Mahallesi Eski Ankara Asfaltı Caddesi Partnership Address : No: 210 Tuzla/ISTANBUL Tel. and Fax No. : ygulmez@mutlu.com.tr Tel. and Fax No. of the Partnership s Investor : Relations Dept. Has the Disclosure Been previously postponed : No Summary Info : Committees, fields and principles of operation DISCLOSURE The committees that are established by the Board of Directors on as well as the fields and principles of operation of these committees decided as per article 4.5 of the Corporate Governance Communiqué No: II-17.1 of Capital Markets Board that entered into force following its publication in the Official Gazette dated 03 January, 2014 No , are provided in attachment. The principles of operation of these committees and the minutes of the meeting are published at the Internet site of our company with the address mutlugg.com. We hereby declare that the foregoing disclosures are in line with the principles of Communiqué on Special Cases of the Capital Markets Board and that these reflect the information received by us regarding the subject in full, and that the said information is in conformity with our books, records and documents and we endeavored to obtain full and accurate information regarding the subject and are responsible of the disclosures made herein.