Avni Çelik was born in Çorum in 1950 and graduated from the Department of Civil Engineering at the Ankara State Academy of Engineering and Architecture. Having been actively engaged in professional life since his university years, Çelik became a founding partner of Sinpaş Yapı Endüstrisi A.Ş. in 1974. In addition to the residential real estate sector, Avni Çelik has made investments in the industrial, services, finance and energy sectors. With nearly half a century of experience, he currently serves as Chair of the Board of Sinpaş Holding, one of Türkiye’s leading corporate groups, which operates 52 companies across six sectors and employs more than 2,000 professionals. Dr. Avni Çelik also serves as Chair of the High Advisory Board of the Real Estate and Real Estate Investment Companies Association (GYODER), Member of the Assembly of the Istanbul Chamber of Commerce, and Member of the Board of Trustees of Istanbul Commerce University. In addition, he holds chair and trustee positions in various professional associations and foundations.
Ahmet Çelik was born in 1962 in Alaca, Çorum. He graduated in 1988 from the Department of Public Administration at the Faculty of Economics and Administrative Sciences of Gazi University. Çelik began his professional career at Sinpaş Yapı A.Ş., serving in the accounting department between 1987 and 1990. Between 1992 and 2001, he held senior positions within the procurement division, including Chief and Assistant General Manager. From 2001 to 2007, in addition to his role as Assistant General Manager, he also served as a Board Member in various group companies. In 2007, Ahmet Çelik was appointed as General Manager of Sinpaş Yapı A.Ş. Since 2013, he has continued his career as Vice Chair of the Board across the Group companies. In addition to his responsibilities within the Group, Ahmet Çelik has been a Member of the Assembly of the Istanbul Chamber of Commerce since 2009. He has also served as Chair and Member of the Soil Sector Committee and as a member of the Construction Specialized Committee of the Istanbul Chamber of Commerce. Between 2008 and 2014, he served as Chair of the Board of the Boğaziçi Foundation and continues to serve as a Member of its Board of Trustees. Since 2011, he has been actively serving as Chair of the Board of the Alaca Education and Culture Foundation and as Vice Chair of the Board of KONUTDER (Association of Housing Developers and Investors). He is also a Congress Member of Fenerbahçe Sports Club.
Mahmut Sefa Çelik was born in Ankara in 1975. He graduated from Kabataş Erkek High School in 1993 and earned his degree from the Faculty of Civil Engineering at Yıldız Technical University in 1998. Between 1999 and 2001, he served as Site Manager for the Sinpaş Aqua City Project. From 2002 to 2004, he held the position of Deputy Foreign Trade Manager at Seranit Granit Seramik Sanayi A.Ş., and between 2004 and 2005, he managed various distribution investments at Seranit’s Bilecik manufacturing facility. In 2005, Mahmut Sefa Çelik was appointed as Assistant General Manager responsible for Project Planning and Administrative Permitting Processes at Sinpaş Headquarters in Istanbul. Throughout his career within Sinpaş Holding and its affiliated companies, he has held various senior executive and board-level positions, including Board Member at Saf Gayrimenkul Yatırım Ortaklığı A.Ş., Chief Executive Officer at Servet Gayrimenkul Yatırım Ortaklığı A.Ş., Board Member at Batı Ege Gayrimenkul A.Ş., Chief Executive Officer at OSWE Real Estate GmbH, Executive Committee Member at Kat Gayrimenkul Geliştirme A.Ş., Board Member at Ottoman Gayrimenkul Yatırımları A.Ş., and Board Member at Sinpaş Gayrimenkul Yatırım Ortaklığı A.Ş. Since February 2021, Mahmut Sefa Çelik has been serving as Board Member and Chief Executive Officer of Kızılbük Real Estate Investment Trust Inc. In addition, Çelik holds various positions in some of the leading non-governmental organizations in our country. He serves as a Member of the Board of Trustees at Alaca Education Foundation, a Member of the Board of Directors at Boğaziçi Foundation, Vice Chair of the Shopping Center Investors Association (AYD), Vice Chair of the Real Estate Investment Trust Association (GYODER), and a Member of the Board of Directors at MÜSİAD.
Mehmet Yavaş was born in Eskişehir in 1968 and graduated from the Department of Civil Engineering at the Faculty of Engineering and Architecture of Anadolu University. He began his professional career in 1990 as a Civil Engineer at AlsimAlarko Sanayi ve Ticaret A.Ş. In 1996, he joined Sinpaş Yapı Endüstrisi ve Ticaret A.Ş. as a Site Engineer. Throughout his tenure at Sinpaş, he has held progressively senior positions, including Section Chief, Site Manager, Project Director, Deputy General Manager responsible for Production, and currently serves as Group President of Production. Mehmet Yavaş managed the incorporation process of Sinpaş Real Estate Investment Trust Inc. and led its initial public offering in 2007. Following the merger of Sinpaş Yapı Endüstrisi A.Ş. under the umbrella of Sinpaş Real Estate Investment Trust Inc. in 2018, he continued to serve as Group President of Production and was appointed as a Member of the Board of Directors of Sinpaş REIT.
Born in 1958 in Aksungur Village of Merzifon, Amasya, Akif Gülle completed his higher education at Samsun Higher Islamic Institute. He held various senior public sector positions, including Branch Manager at the Ministry of National Education, Head of the Personnel Training Department at the Istanbul Metropolitan Municipality, and Deputy Director General at the Directorate General of Personnel and Principles under the Prime Ministry of the Republic of Türkiye. Gülle was among the founding members of the Justice and Development Party (AK Party). He was elected as a Member of Parliament representing Amasya from the Justice and Development Party list during the 21st, 22nd and 23rd legislative terms, beginning with the general elections held on 3 November 2002. He also served as Deputy Chair and Advisor within the Justice and Development Party. Akif Gülle is fluent in English and is married with four children.
- Akif Gülle (Independent Board Member – Chairman of the Corporate Governance Committee)
- Mehmet Yavaş (Board Member – Member of the Corporate Governance Committee)
- Mehmet Mert Eren (Investor Relations – Member of the Corporate Governance Committee)
Corporate Management Committee Rules of Procedures
- Akif Gülle (Independent Board Member – Chairman of the Auditing Committee)
Rules of Procedures of the Committee for Audit Supervising
- Akif Gülle (Independent Board Member – Chairman of the Early Detection of Risk Committee)
- Mehmet Yavaş (Board Member – Member of the Early Detection of Risk Committee)
Rules of Procedures of the Committee for Early Detection of Risk
General assembly convenes with ordinary or extraordinary meetings. The ordinary general assembly convenes at least once in a year and discusses and resolves agenda items identified by the Board of Directors in consideration of article 369 of Turkish Code of Commerce. Each shareholder has one voting right in general assembly meetings.
The shareholders may choose to assign proxies from among other shareholders or external agents to represent them in general assembly meetings. Proxies who are also shareholders are authorized to vote on their own behalf as well as represented voting right. The mode of the certificate of authority is determined by the board of directors as per the Capital Market Board regulations. A certificate of authority shall be in written. A proxy shall use a delegated voting right in line with the request by the original shareholder provided that such is indicated in the certificate of authority issued by the latter. The relevant regulations of the Capital Market Board shall apply for votes by proxy.
In general assembly meetings, votes are given by raising hands and, if any, also showing certificates for votes by proxy as per the Capital Market Board regulations. However, secret votes may be executed upon the request of the shareholders corresponding to one-tenth of the capital represented by present shareholders.
Shareholders, who has at least one share registered in their name, may attend to meetings in person or by proxy.
As per paragraph 4, article 415 of Turkish Code of Commerce no. 6102 and paragraph 1, article 30 of the Capital Market Law, the right to attend to and vote in general assembly meetings shall not depend on depositary share certificates. In this respect, the shareholders do not need to block their shares in case they may wish to attend to a General Assembly Meeting. However; in case the shareholders who do not want their identities and share details to be notified to the Company and who, therefore, cannot be viewed by the Company wish to attend to general assembly meetings, they will need to contact intermediary institutions where they keep their accounts and remove the “restriction” which prevent the notification of their identity and the shares in their account to the Company until 16.00 on the day preceding a relevant general assembly meeting at the latest.
The Board and Auditor Reports, Independent Auditor Company’s reports, Balance Sheet, Income Statement, profit distribution offer by the Board and agenda items will be available at the head office and on the website 21 days before an Ordinary General Assembly meeting for examination by the shareholders.
Click for the Ordinary General Assembly Information Document dated 14 August, 2025.
Click here for the Ordinary General Assembly Power of Attorney dated 14 August, 2025.
Click for the Ordinary General Assembly Invitation dated 14 August, 2025.
Click for the Ordinary General Assembly Agenda dated 14 August, 2025.
Click for the Ordinary General Assembly Minutes dated 14 August, 2025.
Click for the Ordinary General Assembly Information Document dated July 4, 2024.
Click here for the Ordinary General Assembly Power of Attorney dated July 4, 2024.
Click for the Ordinary General Assembly Invitation dated July 4, 2024.
Click for the Ordinary General Assembly Agenda dated July 4, 2024.
Click for the Ordinary General Assembly Information Document dated 24 May 2023.
Click here for the Ordinary General Assembly Power of Attorney dated 24 May 2023.
Click for the Ordinary General Assembly Invitation dated 24 May 2023.
Click for the Ordinary General Assembly Agenda dated 24 May 2023.
General Principles
Kızılbük Real Estate Investment Trust Joint Stock Company (the “Company”) has established its
dividend distribution policy in accordance with the Turkish Commercial Code No. 6102 (“TCC”),
the Capital Markets Law No. 6362 (“CML”), the Capital Markets Board’s (“CMB”) Dividend
Communiqué (II-19.1), the relevant capital markets legislation, and the provisions of the
Company’s Articles of Association. This policy is based on the Company’s objective of
establishing a sustainable dividend distribution practice.
Dividend Distribution Principles
In order to benefit from the corporate tax exemption pursuant to subparagraph (d) of paragraph
(1) of Article 5 of the Corporate Tax Law No. 5520, the Company distributes at least 50% of the
gains derived from the real estate assets it owns as dividends by the end of the second month
following the month in which the corporate tax return for the relevant fiscal year must be
submitted. The provisions and limitations of the capital markets legislation regarding dividend
distribution are reserved. If the Company’s net distributable profit for the period calculated in
accordance with capital markets legislation is lower than the amount required to be distributed
under tax legislation in order to benefit from the corporate tax exemption for the relevant fiscal
year, the difference shall be completed, to the extent possible, through the distribution of other
distributable internal resources. Dividends are distributed equally to all existing shares on the
date determined by the General Assembly, regardless of their dates of issuance and acquisition,
within the legal time limits. The date of dividend distribution to shareholders (provided that it
does not exceed the end of the second month following the month in which the corporate tax
return for the relevant fiscal year must be submitted) and the method of distribution are
determined by the General Assembly upon the proposal of the Board of Directors, based on the
relevant regulations of the Capital Markets Board (“CMB”). Dividends distributed in accordance
with the Articles of Association cannot be reclaimed and distributed dividends cannot be
withdrawn. The General Assembly may decide to distribute dividend advances to shareholders
in accordance with the CMB regulations and other relevant legislation; the calculation and
distribution of such advances shall be carried out in compliance with the applicable legislation.
If the Board of Directors proposes to the General Assembly to distribute dividends at a rate lower
than the ratio stated above or not to distribute dividends at all, the basis of such proposal shall
be disclosed to the shareholders.
As stated in our Articles of Association, acting in compliance with the Capital Markets Legislation is the primary principle for the donations and aid made by our Company, and this is taken into consideration in our donation policy.
In this context, the principles regarding our Company's Donation and Aid Policy are specified below:
The Donation and Aid Policy is adopted and amended with the approval of the General Assembly upon the proposal of the Board of Directors.
The Board of Directors is authorized to make decisions on donations and aid during the fiscal year. Information regarding the amount and beneficiaries of these donations and aid is included as a separate agenda item at the annual Ordinary General Assembly meeting and presented for the information of the shareholders.
If the donations and aid made during the year amount to 1% or more of the total assets in the latest publicly disclosed consolidated balance sheet, or if the sum of individual donations and aid below 1% reaches at least 1% of the total assets in the latest publicly disclosed balance sheet, such donations and aid shall be additionally shared with the public through a material event disclosure.
In this context, our Company may make donations and provide aid to public benefit foundations, other foundations and associations, public institutions and organizations, municipalities, villages, universities, institutions and organizations engaged in scientific research and development, educational institutions, students, and similar persons and organizations; as well as to relevant public institutions, provincial special administrations, the Red Crescent (Kızılay), and similar organizations in the affected region following natural disasters such as earthquakes, floods, and avalanches.
Kızılbük Gayrimenkul Yatırım Ortaklığı A.Ş.
Dikilitaş Mah. Yenidoğan Sok. No:36/1-1 Sinpaş Plaza Beşiktaş İstanbul Türkiye
Tel: +90 0212 310 5348
Fax: +90 212 259 87 18
www.kizilbukgyo.com
ir@kizilbukgyo.com
The ‘Codes of Conduct’ of Kızılbük Gayrimenkul Yatırım Ortaklığı A.Ş. (Kızılbük REIT Corporation) which applies for all managers and employees are determined to improve the corporate value of the Company and add financial value to the shareholders.
The Board of Directors and all the managers and employees are expected to comply with the Codes of Conduct. These codes are designed to ensure that the Company employees are aware of their behaviours and attitudes and to create a transparent, honourable and reliable communication environment in all kinds of decision-making and business management processes as well as the management of the relations with the shareholders as a public company.
SHAREHOLDERS
- The main purpose of Kızılbük REIT Corporation is to ensure that added value is created and the investments of the shareholders are managed and valued to the best way possible.
- All the shareholders are treated equally regardless of the amount of shares they hold.
- The shareholders are managed and informed in compliance with the relevant regulation promulgated by the Capital Market Board.
- The shareholders are provided with appropriate media which allow them to use various communication channels for ease of communication.
ACTIVITY STANDARDS
- The Company shall conduct operations according to transparency, honesty and accuracy principles.
- The Company shall comply with any and all the rules and restrictions introduced for the associated activities.
- The Company shall respect the personal rights of the employees and the associated persons, institutions and organizations.
EMPLOYEES
- The employees shall comply with the laws, legislations and internal regulations.
- The Company ensures any and all the rights of the employee prescribed by laws. In this sense, the Company ensures that the personal rights of each and every employee is vested accurately and in a timely manner. The necessary conditions are provided to ensure a safe and healthy working environment.
- The employees are treated equally and offered equal opportunities under equal conditions.
- Psychological pressures (such as discrimination, exclusion and mobbing) or similar other treatment by and towards the employees are unacceptable.
- Sexual, social or physical harassment or disturbance or similar other treatment by and towards the employees are unacceptable.
- The employees are expected to embrace and protect the name and respectability of Sinpaş REIT.
- The employees are responsible for serving in accord with their colleagues and superiors, establish good and humanistic relations with associated legal and natural persons and perform their duties honourably and immediately. In case an employee is discovered to act contrary to the codes of conduct, the case must be referred to the Management together with supporting documents.
- The employees are liable to protect the interests of the Company and the business and avoid any and all kinds of behaviour which may cause harm thereto. In this regard, the employees cannot use the Company resources for personal interests or engage in illegal behaviours or attitudes. The employees are liable to refer such offers to the Management.
- The employees cannot engage in trade or public or private, temporary or permanent and paid or voluntary duties unless permitted by the Company.
- The employees are liable to keep the information and secrets they acquire about their service and the business as confidential regardless whether they are associated with their duties. Acquired information, secrets and related documents cannot be shared with or disclosed to unauthorized persons or institutions. This rule also applies following the termination of the employment of an employee.
- The employees are liable to inform the Human Resources Directorate as regards to any and all changes in their family, marital and address details and submit the supporting information and documents as to their person, family and relatives on which the rights and liabilities under contracts and/or regulations are based.
- The personal information of the employees and employee candidates are kept secret/protected by the Company.
- The recommendations by the employees are referred to relevant department heads as an opportunity to develop the organization and processes.
GIFTS
- The employees cannot give and accept gifts, which may go beyond the purpose of presents and cause misunderstanding (that is, which may cast a doubt on the impartiality or which have high value), to and from associated companies/employees.
CUSTOMERS, COMPETITORS AND SUPPLIERS
- The relations with customers and suppliers must be established based on long-term, reliable and professional foundations to the benefit of the Company.
- Attention must be paid to develop cooperation with the partners who adopt the codes of conduct of Sinpaş REIT.
- Goods and services which may harm and/or mislead the customers cannot be offered.
- It is prohibited to contact and agree with competitors in protest against the customers or suppliers.
- The Company assumes fair competition rules in the engaged fields of business and expects other companies of the sector to show the same tendency.
- It is prohibited to make dissenting statements to the press by naming competitors and their managers.
- It is prohibited to contact and agree with competitors for the prevention of new competitors, fixing the prices of goods and services, and distribution of regions, markets and customers.
- Unethical or illegal methods cannot be applied when accessing information on other companies. Such conduct by the employees must be prevented. However, it is allowed to use the information which are disclosed to public (such as the information on websites, price lists, advertisements and published texts).
- The supplier and customer details (such as commercial and personal) are to be kept confidential and protected.
PUBLIC DISCLOSURE
- No employee is allowed to make verbal or written statements unless employed by the authorized departments.
- The notification tools provided in the Company’s Notification Policy are to be used so as to allow the shareholders and beneficiaries to benefit to the best and easiest extent possible.
- It should be ensured that the information required from the Company for public disclosure or required by the shareholders and beneficiaries is provided and updated equally and as easily accessible.
BOARD OF DIRECTORS
- The Board members shall not submit to the pressures or accept material benefits which may lead to consequences to the detriment of the shareholders and shall not obscure corruption.
- The Board members shall not disclose a confidential information or trade secret of the Company to the public.
SOCIAL RESPONSIBILITY
- Kızılbük REIT operates in awareness of social responsibility.
- Kızılbük REIT supports the employees to attend to social activities as volunteers so as to raise awareness on social responsibility.
- Kızılbük REIT shows utmost care towards environment in both the Company’s and the partners’ activities.
- Kızılbük REIT uses natural and energy resources in an efficient manner and prevents waste.
COMPLIANCE WITH RULES
Any and all the Kızılbük REIT employees shall implement these rules to the fullest extent. Furthermore, the employees are liable to inform the management in case of a situation contrary to the rules. In case of loss of business due to compliance with rules, this shall not be considered as a negative impact.
The Codes of Conduct are defined, updated and amended by the Corporate Governance Committee. The Codes of Conduct are published on the Company’s website and in the annual activity report after offered to the information of the General Assembly following the approval by the Board of Directors.
| 1 | Dr. Avni Çelik | Role - Chair of the Board of Directors |
| 2 | Ahmet Çelik | Role - Vice Chair of the Board |
| 3 | Mahmut Sefa Çelik | Member of the Board of Directors |
| 4 | Mehmet Yavaş | Member of the Board of Directors |
| 5 | Mehmet Bulut | Member of the Board of Directors |
| 6 | Bahattin Işık | Member of the Board of Directors |
| 7 | Mahmut Sefa Çelik | General Manager |
| 8 | Mehmet Köşek | Finance Manager |
| 9 | Halil İbrahim Ersoy | Accounting Manager |
| 10 | Mehmet Mert Eren | Investor Relations Manager |
1. When Kızılbük Gayrimenkul Yatırım Ortaklığı A.Ş. (Kızılbük REIT Corporation) was founded?
Kızılbük REIT was founded on 30.03.2021.
2. How many shares are there to represent the paid capital of Kızılbük Gayrimenkul Yatırım Ortaklığı A.Ş. (Kızılbük REIT Corporation)?
The paid capital of Kızılbük REIT Corporation has TRY 240,000,000.00 nominal value which is divided into 240,000,000 shares with TRY 1.00 nominal value per share.
3. What is the dividend policy of Kızılbük Gayrimenkul Yatırım Ortaklığı A.Ş. (Kızılbük REIT Corporation)?
You can visit www.kizilbukgyo.com/en/investor-relations/ for further information on profit distribution policy.
4. How the shareholders of Kızılbük Gayrimenkul Yatırım Ortaklığı A.Ş. (Kızılbük REIT Corporation) should make contact?
The shareholders may dial +90 212 310 2700 and/or send an e-mail to investorrelations@kizilbukgyo.com in order to contact the Investor Relations Department.
5. When does Kızılbük Gayrimenkul Yatırım Ortaklığı A.Ş. (Kızılbük REIT Corporation) publish financial statements?
The Company publishes financial statements quarterly which means 4 financial statement publications in a year. For further information on the periodical financial statements containing financial results, please visit www.kizilbukgyo.com
6. What are the fields of operation of Kızılbük Gayrimenkul Yatırım Ortaklığı A.Ş. (Kızılbük REIT Corporation)?
Kızılbük REIT is a publicly-held real estate investment trust which was founded in accordance with the relevant regulations of the Capital Market Board in order to invest in real estates and real estate projects.