mınutes of the annual general meetıng 2011 of saf gayrimenkul

Transkript

MINUTES OF THE ANNUAL GENERAL MEETING 2011 OF
SAF GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.
HELD ON 21/05/2012
Annual general meeting 2011 of Saf Gayrimenkul Yatırım Ortaklığı Anonim
ġirketi was held at the head office of the company at the address of Ankara Devlet Yolu
HaydarpaĢa Yönü 4. Km Çeçen Sok. Acıbadem, Üsküdar, Ġstanbul at 10.30 hours on
21/05/2012 under the supervision of Mr. RaĢit ERGÜDEN, the Representative of the Ministry
appointed by the letter of the Ġstanbul Provincial Directorate of Science, Industry and
Technology, dated 18/05/2012, no. 28075.
It was understood that the call to the general meeting was made within the statutory
time by advertising it in the Turkish Trade Register Gazette of 30 April 2012, issue no. 8058,
and the Daily Dünya Newspaper of 27 April 2012 and stating the date and agenda of the
general meeting.
As it was understood from examination of the list of present shareholders that all
privileged shareholders were present at the meeting, with holders of 54,298,351,600 shares
corresponding to TL 542,983,516 of the capital out of 88,660,166,900 shares corresponding to
the total capital of TL 886,601,669 of the company were present in person and holders of
28,330,777,500 shares corresponding to TL 283,307,775 of the capital by proxy, so that total
82,629,129,100 shares were represented at the general meeting and that the minimum quorum
for meeting required by the articles of association was present, the agenda was read to the
shareholders once again and upon seeing that there wasn’t any proposal for amendment and
addition or any objection, the meeting was opened by Mr. Avni ÇELĠK.
Upon the approval of the representative of the Ministry of Science, Industry and
Technology, discussion of the issues in the agenda proceeded.
1.
As a result of voting, it was resolved unanimously by the present shareholders that Mr.
Ekrem PAKDEMĠRLĠ be elected as the chairman, Mr. Ġhsan GökĢin DURUSOY as
the vote collector and Mr. Mehmet Serhan KOLAÇ as the secretary of the Presiding
Board of the meeting.
2.
By unanimous vote of the present shareholders, it was resolved that the Presiding
Board be authorized to sign the minutes of the General Meeting.
3.
The activity report of the board of directors for 2011 was read by the chairman of the
board of directors, the auditor’s report by Mr. Sinan ġAHĠN who was personally
present at the meeting and the independent audit report was read and discussed. As a
result of the discussions, the directors’ report, the auditor’s report and the independent
audit firm’s report were adopted by unanimous votes of the present shareholders.
4.
The Balance Sheet and Income/Expense Accounts for 2011 were read and discussed.
As a result of the voting, the balance sheet and the profit/loss accounts were adopted
unanimously. Proposal of the board of directors for distributions from the profit in the
period amounting to TL 329,488,345 as appeared on the financial statements issued as
per the Capital Markets Board as follows was unanimously adopted by the present
shareholders:
TL 15,558,399 be set aside as the first statutory reserve;
TL 180,000,000 be paid to the shareholders as the first dividend on 28 May 2012;
TL 13,566,992 be set aside as the second statutory reserve;
TL 120,362,954 be set aside as extraordinary reserves;
5.
Each of the members of the board of directors was released from his/her obligations
pertaining to their activities in 2011. In the voting for the release, the members of the
board of directors who were shareholders of the company didn’t cast vote for their
release. The auditors were released severally from their obligations pertaining to their
activities in 2011 by unanimous votes of the present shareholders.
6.
It was resolved by unanimous vote of the present shareholders that the article 5, titled
“Objective and Subject of Activity of the Company”, the article 11, titled
“Formation and Office Term of the Board of Directors”, the article 12, titled
“Conditions for Election to the Board of Directors”, the article 13, titled “Meetings
of the Board of Directors”, the article 14, titled “Material Resolutions”, the article
15, titled “Remunerations to the Members of the Board of Directors”, the article
18, titled “Bans on the Executives”, the article 27, titled “Announcements”, of the
articles of association be amended and the article 35, titled “Compliance with the
Corporate Governance Principles”, be added to the articles of association in the
forms permitted by the Capital Markets Board of the Prime Ministry by its letter dated
19.04.2012, no. 4512, and approved by the General Directorate of Domestic Trade of
the Ministry of Customs and Commerce by its letter dated 20 April 2012 and ref. no.
B.21.0.ĠTG.0.03.00.01/431.02-58942-371217-2926-2999.
7.
It was resolved unanimously that the 12 persons whose names are given below, who
have declared verbally and in writing of their candidacy, be elected as the members of
the board of directors for three years, that TL 3,000 be paid as monthly remuneration
to the independent members of the board of directors, and that no remuneration be
paid to other members of the board of directors.
Elected among the candidates nominated by the group A shareholders:
MURAT ÜLKER
AHMET ÖZOKUR
GAMZE DĠNÇKÖK YÜCAOĞLU
ZEKĠ ZĠYA SÖZEN
Turkish ID No: 22568125360
Elected as per the general provisions:
AVNĠ ÇELĠK
ABDULLAH TĠVNĠKLĠ
RAĠF ALĠ DĠNÇKÖK
MEHMET ALĠ BERKMAN
ÖZLEM ATAÜNAL
RIFAT HASAN
Elected as the independent members of the board of directors:
YALÇIN ÖNER
EKREM PAKDEMĠRLĠ
It was resolved unanimously by the present shareholders that ALĠ OSMAN ÇAY
(Turkish ID No: 23747312458) and SĠNAN ġAHĠN (Turkish ID No: 35830849864),
who declared their candidacy verbally and in writing, be elected as the members of the
board of directors in place of the members whose office term has ended, to be in office
until the next annual general meeting and that no remuneration be paid to the auditors.
The resolution of the board of directors, dated 26 April 2012 and no. 135, taken
pursuant to the regulations of the Capital Markets Board concerning the corporate
governance, was read and information about the employee compensation policy of the
company was given to the shareholders.
8.
The selection by the board of directors by its resolution dated 16 April 2012 and no.
133 of “DRT Bağımsız Denetim ve Serbest Muhasebeci Mali MüĢavirlik A.ġ.” to
conduct the Independent External Auditing of the accounts and transactions of the
Company in 2012 was submitted to the approval of, and approved by, the shareholders
unanimously.
9.
It was resolved unanimously by the present shareholders that permission be granted
pursuant to the articles 334 and 335 of the Turkish Commercial Code and the
Corporate Governance Principles of the Capital Markets Board to the majority
shareholders, the members of the board of directors and the top executives as well as
their blood and in-law relatives up to second kin to execute transactions which may
cause conflict of interest and compete with the Company or its affiliates and to engage
in such businesses which are include in the business subject of the Company
personally or on behalf of others and to invest in such companies which are engaged in
such business and to execute other transactions.
10.
Information about the donations and aids made and scholarships granted to university
students in 2011 was given to the shareholders.
11.
The general meeting was closed as no other issue to discuss remained in the agenda.
Chairman of the Presiding Board
Ekrem PAKDEMİRLİ
[Signed]
Vote Collector
İhsan Gökşin DURUSOY
[Signed]
Secretary
Mehmet Serhan KOLAÇ
[Signed]
Representative of the Ministry
Raşit ERGÜDEN
[Signed]
SAF GAYRĠMENKUL YATIRIM ORTAKLIĞI
LIST OF PRESENT SHAREHOLDERS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS HELD ON 21 / 05 / 2012
NAME AND LAST NAME / NATIONALITY / RESIDENCE
AMOUNT OF
NUMBER
WAY AND
MODE OF
NAME AND LAST
SIGNATUR
ADDRESS OF THE SHAREHOLDER
CAPITAL
OF SHARES
DATE OF
REPRESENTATION:
NAME OF THE
E
ACQUISITION
IN PERSON/
PROXY
(TL)
BY PROXY
Avni ÇELĠK - 14270422226
Hatboyu Çıkmazı Sok. No: 46/16
Over the
3,734,427.00
373,442,700
Counter
In Person
Avni ÇELĠK
[Signed]
38,657,630.00
3,865,763,000
Over the
In Person
Avni ÇELĠK
[Signed]
By Proxy
Avni ÇELĠK
[Signed]
In Person
Avni ÇELĠK
[Signed]
By Proxy
Avni ÇELĠK
[Signed]
By Proxy
Avni ÇELĠK
[Signed]
In Person
Mahmut Sefa ÇELĠK
[Signed]
In Person
Mahmut KAYACIK
[Signed]
By Proxy
Mahmut KAYACIK
[Signed]
Erenköy-Ġstanbul
SinpaĢ Yapı End. ve Tic. A.X. - 771 000 8896
SinpaĢ Plaza Barbaros Bulvarı Yenidoğan Sok. No. 36
Darphane BeĢiktaĢ-Ġstanbul
Counter
Mustafa Latif TOPBAġ - 23264101368
Mehmet Akif Mah. Bahariye Cad.
Over the
21,565,159.00
2,156,515,900
Counter
Küçükçekmece-Ġstanbul
AGE INVESTMENT HOLDING B.V.
Strawinskylaan 1265 Toren D, 12e, 1077
Over the
TL 27,393,488.00
2,739,348,800
Counter
Amsterdam
Ġsmail Fahreddin TĠVNĠKLĠ - 21109870738
Fahrettin Kerim Gökay Caddesi No. 34
Over the
26,595,620.00
2,659,562,000
Counter
Altunizade-Ġstanbul
Abdullah TĠVNĠKLĠ - 53902118144
Fahrettin Kerim Gökay Caddesi No. 34
Over the
8,022,793.00
802,279,300
Counter
Altunizade-Ġstanbul
SinpaĢ Gayrimenkul Yatırım Ortaklığı A.ġ. - 771 030 5432
SinpaĢ Plaza Barbaros Bulvarı Yenidoğan Sok. No. 36
Over the
51,431,299.00
6,143,129,900
Counter
Darphane BeĢiktaĢ-Ġstanbul
Yıldız Holding A.ġ. - 965 002 8323
Kısıklı Mahallesi, Ferah Caddesi, No. 2
Over the
213,640,417.00
21,364,041,700
Counter
Büyük Çamlıca-Ġstanbul
Murat ÜLKER - 22568125360
Over the
4,974,811.00
497,481,100
Counter
Ahsen ÖZOKUR - 41002549128
Over the
4,974,811.00
497,481,100
Counter
By Proxy
Mahmut KAYACIK
[Signed]
In Person
Raif Ali DĠNÇKÖK
[Signed]
By Proxy
Raif Ali DĠNÇKÖK
[Signed]
In Person
Raif Ali DĠNÇKÖK
[Signed]
By Proxy
Raif Ali DĠNÇKÖK
[Signed]
By Proxy
Seda AKĠPEK
[Signed]
AkiĢ Gayrimenkul Yatırımı A.ġ. - 028 041 4690
GümüĢsuyu, Miralay ġefik Bey Sokak, AK Han, No. 15
Over the
58,142,186.00
5,814,218,600
Counter
Taksim/Ġstanbul
Ali Raif DĠNÇKÖK - 16478365572
Over the
83,054,595.00
8,305,459,500
Counter
Taksim/Ġstanbul
Raif Ali DĠNÇKÖK - 16475365636
Over the
20,931,162.00
2,093,116,200
Counter
Taksim/Ġstanbul
Nilüfer ÇĠFTÇĠ - 33331800124
Over the
19,380,671.00
1,938,067,100
Counter
Taksim/Ġstanbul
Alize DĠNÇKÖK EYÜBOĞLU - 16460366136
Over the
2,608,089.00
260,808,900
Counter
Taksim/Ġstanbul
Gamze DĠNÇKÖK YÜCAOĞLU - 16466365928
Gamze DĠNÇKÖK
Over the
8,306,017.00
830,601,700
Counter
In Person
YÜCAOĞLU
[Signed]
In Person
A. Deniz ALTINAY
[Signed]
By Proxy
A. Deniz ALTINAY
[Signed]
By Proxy
A. Deniz ALTINAY
[Signed]
Taksim/Ġstanbul
Atlantik Holding A.ġ. - 651 044 7427
Over the
19,380,706.00
1,938,070,600
62,295,125.00
6,229,512,500
Counter
Taksim/Ġstanbul
Ömer DĠNÇKÖK - 16472365790
Over the
Counter
Taksim/Ġstanbul
Ayça DĠNÇKÖK - 41509531480
Taksim/Ġstanbul
Over the
8,306,017.00
830,601,700
Counter
Mutlu DĠNÇKÖK - 16463366072
Over the
8,306,017.00
830,601,700
Counter
By Proxy
A. Deniz ALTINAY
[Signed]
In Person
Aslan BADĠ
[Signed]
In Person
Rifat HASAN
[Signed]
In Person
Rifat HASAN
[Signed]
By Proxy
Rifat HASAN
[Signed]
In Person
Mair KASUTO
[Signed]
Taksim/Ġstanbul
Aslan BADĠ - 15293360144
Over the
8,306,017.00
830,601,700
Counter
Taksim/Ġstanbul
Doğu Batı San. Ürünleri Ġhr. Ġth. A.ġ. - 309 001 6878
Setüstü Cad. Ekemen Han Kat 3
Over the
8,306,017.00
830,601,700
Counter
KabataĢ/Ġstanbul
Rifat HASAN - 29203912064
Over the
44,852,490.00
4,485,249,000
Counter
KabataĢ/Ġstanbul
Nesim ÖZMANDIRACI - 38425223728
Kore ġehitleri Cad. Engin ĠĢ Merkezi No. 31 D. 5
Over the
33,224,067.00
3,322,406,700
Counter
Zincirlikuyu/Ġstanbul
Mair KASUTO - 27478995652
Over the
29,901,660.00
2,990,166,000
826,291,291.00
82,629,129,100
Counter
KabataĢ/Ġstanbul
GRAND TOTAL
Representative of the Ministry of Science, Industry and Technology
RaĢit ERGÜDEN
[Signed]
Vote Collector
Ġhsan GökĢin DURUSOY
[Signed]
Chairman of the Presiding Board
Ekrem PAKDEMĠRLĠ
[Signed]
Capital of the Company
TL 886,601,669
Number of Group A Privileged Shares 88,660,166,900
Minimum Quorum for the Meeting
51.00%
Present Quorum for the Meeting
93.20%
In Person
54,298,351,600
By Proxy
28,330,777,500
Secretary
Mehmet Serhan KOLAÇ
[Signed]
Names and Signatures of the Members of the Board of Directors and the Auditors who were present at the meeting:
Avni ÇELĠK (Chairman of the Board of Directors)
[Signed]
Raif Ali DĠNÇKÖK (Vice Chairman of the Board of Directors)
[Signed]
Mahmut Sefa ÇELĠK (Member of the Board of Directors)
[Signed]
Gamze DĠNÇKÖK YÜCAOĞLU (Member of the Board of Directors)
[Signed]
Rifat HASAN (Member of the Board of Directors)
[Signed]
Sinan ġAHĠN (Auditor)
[Signed]

mınutes of the annual general meetıng 2011 of saf gayrimenkul

Transkript

Benzer belgeler

The Minutes of the Group A Preferred Shareholders

The Turkish National Anthem - English lyrics Turkish National

The Minutes of the Group A Preferred Shareholders Assembly Meeting

List of official Tournament Stores - Yu-Gi-Oh!

faal i yetraporu 2 0 1 0

Boyner Büyük Mağazacılık Anonim Şirketi Corporate Governance