General Assembly Internal Directive
FCR Real Estate Investment Partnership Inc.
Purpose and Scope:
This Internal Directive has been prepared to ensure that the General Assembly meetings of FCR Real Estate Investment Partnership Inc. (FCR GYO) are conducted effectively, transparently and regularly within the framework of the Turkish Commercial Code No. 6102 (“TTK”), the Capital Markets Legislation, the Articles of Association and other relevant legislation. The Directive covers all ordinary and extraordinary general assembly meetings of the company.
1. Basis
This Internal Directive has been prepared based on Article 419 of the Turkish Commercial Code, the Capital Markets Law, the regulations of the Capital Markets Board (CMB), the Articles of Association of FCR GYO and other relevant legal regulations.
2. Definitions
The terms included in this Internal Directive;
• Company: FCR Real Estate Investment Partnership Joint Stock Company,
• General Assembly: Decision-making body consisting of FCR GYO shareholders,
• Law: Turkish Commercial Code No. 6102,
• Legislation: Capital Markets Legislation and related regulations,
• Articles of Association: FCR GYO's Articles of Association,
• Meeting Chair: Person who manages the General Assembly meeting,
• MKK: Central Registry Agency.
3. Invitation to Meeting and Announcement
General Assembly meetings are called by the decision of the board of directors in accordance with the provisions of the TCC and the Articles of Association.
• Ordinary General Assembly meetings are held within three months from the end of each accounting period.
• Extraordinary General Assembly meetings are convened by the decision of the board of directors when necessary.
Invitation to meeting and announcement are made by publishing on the Public Disclosure Platform (KAP), the company's website and the Turkish Trade Registry Gazette within the framework of Article 414 of the TCC and the Capital Markets Legislation. In addition, investors are informed via the electronic notification system.
4. Meeting Place and Time
General Assembly meetings are held at the Company headquarters or at a suitable location determined by the Board of Directors. The meeting time is determined in accordance with the provisions of the Law and the Articles of Association.
5. Right to Participate
• Shareholders or their representatives may attend General Assembly meetings.
• Participation can also be provided via the Electronic General Assembly System (EGKS).
• Shareholders who have the right to attend the meeting are determined according to the shareholder list provided by the Central Registry Agency.
6. Meeting Presidency
The General Assembly meeting is chaired by a Meeting President elected from among those who physically or electronically attend the meeting.
• The Meeting President is responsible for the orderly conduct of the discussions and keeping the meeting minutes in accordance with the legislation.
• The President may appoint a secretary and vote collector when necessary.
7. Agenda
The General Assembly agenda is determined by the Board of Directors and specified in the call announcement.
• Issues not included in the General Assembly agenda cannot be discussed. However, in accordance with Article 438 of the TCC, shareholders’ requests to add an item to the agenda within the scope of exercising minority rights may be taken into consideration.
8. Voting and Decision Making
• Each shareholder has the right to vote in proportion to the shares they own (TTC Art. 434).
• Votes can be cast by raising hands, electronically or by secret ballot. This method is announced by the Meeting Chair at the beginning of the General Assembly meeting.
• Decisions are taken in accordance with the quorum rules in the Turkish Commercial Code and the Articles of Association.
9. Meeting Order and Procedures
• Meetings are based on the principle of discussing agenda items in order.
• Shareholders may take the floor and express their opinions on agenda items.
• Behaviors that disrupt the order of the meeting are prohibited during the discussions; in such cases, the Meeting Chair takes the necessary measures.
10. Preparation and Signing of Minutes
• Decisions taken and discussions at the meeting are recorded in a minute (TTC Art. 422).
• The minutes are signed by the meeting chairman and the secretary and forwarded to the relevant authorities.
• A copy of the minutes is recorded in the MERSIS system within 15 days from the meeting date and published in the Trade Registry Gazette.
11. Electronic General Assembly System (EGKS)
• The processes of attending, voting and expressing opinions in General Assembly meetings via electronic means are provided by the Central Registry Agency (MKK).
• Shareholders who participate via electronic means are deemed to have physically attended the meeting.
12. Enforcement and Update
This Internal Directive shall enter into force upon the approval of the General Assembly and any changes shall be made by the General Assembly. The Internal Directive that enters into force shall be published on the company's website.
FCR GYO undertakes to ensure that General Assembly meetings are held effectively, transparently and in accordance with the law within the framework of this Internal Directive.