Idea Transcript
TORUNLAR REAL ESTATE INVESTMENT COMPANY 2015 Ordinary General Assembly Meeting dated 24.05.2016 Information Memorandum From the Chair of the Board of Directors
2015 Ordinary General Assembly Meeting of our company will be held on Tuesday 24.05.2016 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. 28395, and the Regulation dated 29 August 2012 and No. 28396 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. 6102 and the Article 30, Clause 1 of the Capital Markets Law, 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
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 www.torunlargyo.com.tr 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 2015 will be available for review of the esteemed shareholders on the Company’s www.torunlargyo.com.tr 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
ADDITIONAL DISCLOSURES PURSUANT TO THE REGULATIONS OF THE CAPITAL MARKET BOARD CORPORATE GOVERNANCE PRINCIPLES ARTICLE 1.3.1
1.
Shareholding Structure and Voting Right
AMOUNT SHARES
OF SHARE IN CAPITAL %
NAME/TRADENAME
CLASS
TYPE
Aziz TORUN
A
Registered
100,164,736.61
20.03
Aziz TORUN
C
Registered
86,870,600.45
17.37
Torunlar Food JSC
A
Registered
Mehmet TORUN
B
Registered
100,156,875.00
20.03
Mehmet TORUN
C
Registered
86,870,600.45
17.37
Torunlar Food JSC
B
Registered
70,754.46
0.01
Mahmut KARABIYIK
B
Registered
7,861.61
0.00
OTHER FREE FLOAT TOTAL
C
Registered
70,754.46
0.01
125,787,816.96 500,000,000.00
25.16 100.00
SHAREHOLDING STRUCTURE BY VOTE CLASS
CLASS
TYPE
AMOUNT SHARES
A
Registered
100,235,491.07
100,235,491.07
20.05
B
Registered
100,235,491.07
100,235,491.07
20.05
PRIVILEGED OR NOT Privileged to nominate the BOD member Privileged to nominate the BOD member
C
Registered
299,529,017.86
299,529,017.86
59.91
Not
500,000,000.00
500,000,000.00
100.00
TOTAL
OF VOTING RIHTS
3
%
2.
Information Regarding Changes in Board of Directors
According to the Article No:5/2 of Corporate Governance Principles in Article of II-17.1 of Capital Markets Board Regulations, our company has changed its category from third group to second group. In line with the Article Corporate Governance Principles No:4.3.4, our company is to assign 3 independent board members. Pursuant to the Article Corporate Governance Principles No: 4.3.6, Haluk Sur who holds the independence criteria is nominated by the Nomination Committee for independent board member along with the exisiting independent board members Aziz Yeniay and Saim Kılıç. 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 2015 will be discussed.
AGENDA 1. Opening and election of the Presiding Board Pursuant to the provisions of Turkish Commercial Code (TCC) 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 regulations of the Ministry of Customs and Trade, 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 2015 Pursuant to the regulations of TCC, Capital Markets Board (CMB) Board of Directors Annual Report Summary for the financial year 01.01.2015–31.12.2015 will be read in the General Assembly Meeting. The Annual Report of the Board is available on the website: http://www.torunlarreic.com/annual_reports.php
4
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 A.S. (a member of PricewaterhouseCoopers) Pursuant to the regulations of TCC and Capital Markets Board (CMB), Independent Auditors’ Report Summary for the financial year 01.01.2015–31.12.2015 will be read in the General Assembly Meeting. the Independent Auditors’ Report is available on the website: http://www.torunlarreic.com/financial_statements.php 5. Approval, approval after modification or refusal of the Board of Directors’ submission of 2015 Financial Statements Pursuant to the regulations of the TCC and the regulations of the Ministry of Customs and Trade, the consolidated Financial Statements as of 31.12.2015 for the financial year ended 01.01.2015-31.12.2015, will be read, deliberated and submitted for the approval of the assembly. 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 01.01.2015 – 31.12.2015; our Company’s net profit for the fiscal year 2015 according to the independently audited (Basaran Nas Bagimsiz Denetim ve Serbest Mali Musavirlik A.S. (a member of PricewaterhouseCoopers) consolidated financial statements prepared in accordance with International Financial Reporting Standards within the scope of Capital Markets Board Regulations is TL 953,604,000 and according to the statutory records kept in compliance with the Tax Procedure Law is TL 247,599,000. The dividend proposal prepared by the board of directors in line with the company’s long-term business strategy, investment and financing policies, and profitability and cash position, will be submitted for the approval of the Genel Assembly. 7. Discharge of the Members of the Board of Directors from liability in respect of their operations in the year 2015 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 2015 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 5
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 3 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. According to the Article in line with the Article Corporate Governance Principles No:4.3.6, the Nomiation Committee nominated the exisiting independent board members Aziz Yeniay and Saim Kılıç, and Haluk Sur who holds the independence criteria is currently the member of board of directors.
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. 10. Approval of the independent external auditing firm elected by the Board of Directors for 2016 as per the Capital Markets Board communique on Independent Audit Standards in the Capital Markets In its meeting dated 31.03.2016 and no.2016/10, 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 A.S. (a member of PricewaterhouseCoopers) for one year to audit our Company’s financial statements for the year 01.01.2016 – 31.12.2016 accounting period and to fulfill all other obligations required for the auditors by Turkish Commercial Code No.399 and to present the selection for the approval of the General Assembly of Shareholders. 6
11. Informing the General Assembly about the donations and grants made in the year 2015, determination of the upper limit for the donations and grants to be made for the year 2016, determination of the upper limit for the donations and grants to be made for the year 2017 during the period up until the annual meeting for 2016 While the board of directors is authorized to make a donation up to TRY 5,000,000 in 2015 to real and legal persons at the 2014 general meeting dated 26.05.2015, the actual donation amounted to TRY 2,492,000 within the limit in 2015. These donations will be submitted to the approval of the general meeting. In the same 2014 general meeting dated 26.05.2015, the board of directors is authorized to make a donation up to TRY 5,000,000 to real and legal persons for 2016 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 2016 or be amended. The upper limit of the donation will also be determined for the period up until the 2016 general meeting that will be held in 2017. 12. Informing our shareholders about transactions with related parties in 2015 within the scope of the Capital Markets Board legislation Our shareholders will be informed about the transactions with related parties in 2015 within the scope of the Capital Markets Board legislation at the General Assembly. 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 Our shareholders will be informed will be informed about the securities, pledges and mortgages granted to third parties during the ordinary course of the business in 2015. 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 395-396 of TCC The board of directors were authorized to perform these transactions stated in Articles 395-396 of TCC for 2015 by the General Assembly. In 2015, the members of the board of directors, the shareholders, who have the administrative capacity, the 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 7
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 395-396 of TCC Art. 395 of TCC is related to the ban on performing transactions with and owing to the company. The members of the BOD are prohibited without the permission of the general assembly 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. Art. 396 of TCC is related with “competition ban”. Without the permission of the general assembly 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 obtain the approval of the general assembly 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 assembly meeting. 16. Wishes and requests 17. Closing
8