“İzahname yayımlanma tarihi itibarıyla Sermaye Piyasası Kurulu’na yapılan başvurusu çerçevesinde incelenmekte olup henüz onaylanmamıştır. Sermaye Piyasası Kurulu’nun onayını takiben kesinleşen İzahname, Kızılbük Gayrimenkul Yatırım Ortaklığı A.Ş.’nin www.sinpaskizilbuk.com ve halka arzda satışa aracılık edecek olan Halk Yatırım Menkul Değerler A.Ş.’nin www.halkyatirim.com.tr ile Türkiye Kalkınma ve Yatırım Bankası A.Ş.’nin, www.kalkinma.com.tr adresli internet sitelerinde ve Kamuyu Aydınlatma Platformunda (www.kap.org.tr) yayınlanacaktır.”
He was born in Çorum in 1950. He graduated from Civil Enginnering deapartment of the Civil Engineering and Architecture Academy. In 1974, he founded Sahil İnşaat ve Pazarlama Anonim Şirketi,( Sinpaş ). Apart from the real estate sector, he has also invested in industry service, construction and energy sectors. Today, he is managing Sinpas Holding which is one of Turkey's leading organizations with 33 companies and more than 2,000 employees. Dr. Avni Celik, who is also the Chairman of the High Advisory Board GYODER, Council Member of the Istanbul Chamber of Commerce and Member of the Board of Trustees of Istanbul Commerce University, is also the head of many professional associations and foundations.
Ahmet Çelik was Born in Alaca in 1962, graduated from Gazi University, Department of Public Administration in 1988. From1981 to 1985, he was at Çelikler Foreign Trade Ltd company. From 1987 to 1990, Ahmet Çelik had a position in the accounting department of Sinpaş Yapı Endüstrisi ve Ticaret A.Ş. Starting from 1992, he became Chairman and Member of the Board of Directors of various Sinpaş Group Companies. Ahmet Çelik has been a Member of the Board of Directors at Sinpaş REIT since April 2009.
Mahmut Sefa Çelik was Born in 1975 in Ankara, he graduated from Yıldız Technical University, Faculty of Civil Engineering in 1998. From 1999 up to 2001 he worked as the site supervisor at Sinpaş Aqua City Project. From 2002 up to 2004, he worked as the Foreign Trade Assistant Manager at Seranit Granit Seramik San. Inc.,from 2004 up to 2005, he worked as the manager of various distribution investments in Seranit Bilecik Plant. In 2005, Mahmut Sefa Çelik was designated as Assistant General Manager in charge of Project Planning and Administrative Permit Processes at Sinpaş Headquarters in Istanbul. He has been a member of the Board of Saf REIT A.Ş, a Sinpaş Holding Company, General Manager of Servet REIT, a member of the Board of Directors at Batı Ege Gayrimenkul A.Ş, Executive Committee Member at Oswe Real Estate Gmbh, Executive Committee Member at Kat Gayrimenkul Geliştirme A.Ş. and a Member of the Board of Directors of Ottoman Real Estate Investments. Mahmut Sefa Çelik has been a member of the Board of Directors of Sinpaş GYO since November 2018.
He was born in 1968 in Eskişehir. Mehmet Yavaş graduated from Anadolu University, Faculty of Engineering and Architect department of construction. He started his business life in 1990 with the Alsim- Alarko industry and he started as a civil engineer in ind. trade. co. ltd.
Mehmet Yavaş who started to work as a construction site engineer in Sinpas construction industry. In 1996, He continued to work as section chief, site supervisor, project manager, production assistant, deputy general manager and finally head of group product. He managed the establishment process of Sinpas GYO, and the initial offering process in 2007. In 2018, Sinpas construction industry and Sinpas GYO combined under the same roof and he also served of the board of directions together with the head of group production at Sinpas GYO. Sinpaş GYO A.Ş, Kızılbük GYO A.Ş., one of the Sinpaş Group Companies. and Arı Financial Leasing A.Ş. He continues to serve as a Member of the Board of Directors in his companies.
Mehmet Bulut was born in 1970 in Çanakkale. He completed his primary and secondary education in Çanakkale and his higher education in the field of Economics at Dokuz Eylül University in İzmir. After completing his doctorate courses in two different universities in Ankara and Istanbul between 1994-1996 and successfully completing the "proficiency" exams, he decided to pursue a doctorate in the Netherlands due to the subject he was planning to study. He received his second master's degree in Economic History from the Posthumus Institute in 1998 and He received his doctorate degrees from Utrecht University in 2000. He became Assistant Professor in 2001, Associate Professor in 2003 and Professor in 2008. He started his career at Kırıkkale University in 1993 as a Research Assistant and he continued his working life at Başkent University. He served as a lecturer, Head of the Department of Economics, Member of the Faculty Board and Faculty Administrative Board at the relevant University. In 2011, he became the founding Dean and Vice Rector of the Faculty of Political Sciences at Yıldırım Beyazıt University and and in 2013 he became the Rector of Istanbul Sabahattin Zaim University . He was elected as a TÜBA Associate Member by Tübitak in 2012 and was appointed as a Member of the Higher Education Board. He was a Member of the Board of Directors in public and private institutions such as Ereğli Iron and Steel Factories, İskenderun Iron and Steel Factories, Sollac Ambalaj, Erenko Engineering, Erdemir Romania, Yarım Porcleain etc.. He was a member of the Board of Inspectors in TTNET A.S. and AVEA A.Ş. He has been working in the fields of long-term economic development and development, the causes of economic differences between countries, relations and performance comparisons, international political economy, Ottoman economy and civilization, Ottoman-Europe-Atlantic Economic Relations, Economic History, Economic Thought, Finance and Institutions. He did academic studies at Sweden/Dalarna, England/Cambridge and United States/Harvard and Princeton/IAS Universities. His books have been published in domestic and foreign publishing houses. His articles have been published in many international publications, including international SSCI indexed academic journals. For example; AmericanJournal of EconomicsandSociology (AJES-New York), Journal of EconomicandSocialHistory of Orient (JESHO-Leiden), Journal of European Economic History (JEEH-Roma) ve Middle Eastern Studies (MES-Londra) ve JournalfortheStudy of Religions and Ideologies (JSRI). He is the editor of ADAM ACADEMY Journal of Social Sciences and Islamic Economics and Finance Journal, which is scanned by many international indexes and Ulakbim. Speaking Bulgarian, Arabic, Dutch and English, Dr. Bulut is married and has three children.
After completing his primary, secondary and high school education in Alaca, he graduated from Marmara University Faculty of Economics in 1991. He started to work at the Court of Accounts as an Assistant Auditor in 1992. While serving as the Chief Auditor, he was appointed as the Group Head in 2002, when the Public Procurement Authority was established, and carried out the task of coordinating the secondary legislation. In 2007, he was appointed as a Member of the Public Procurement Board representing TOBB( The union of chambers and commodity exchanges of Tukey) and served as the 2nd President. He started to work in the Court of Accounts again in 2012 and worked as the Rapporteur of the Board of Chambers. After he started to work as a Certified Public Accountant in 2022, he was elected to Ankara Chamber of Certified Public Accountants Board Member and TÜRMOB Delegate at the General Assembly held on 05.06.2022. The Public Procurement Legislation book was published in 2009, and the Service Procurement Legislation book was published in 2015. He is the founder of Alaca Education Foundation and the President of Ankara Branch of Çorum Education and Culture Foundation.
- Prof. Dr. Mehmet Bulut (Independent Board Member – Chair of the Corporate Governance Committee)
- Bahattin Işık (Independent Board Member – the Corporate Governance Committee Member)
- Cevgun Ökmen (Investor Relations - Chair of the Corporate Governance Committee)
Corporate Management Committee Rules of Procedures
- Bahattin Işık (Independent Board Member – Chair of the Auditing Committee)
- Prof. Dr. Mehmet Bulut (Independent Board Member – Member of the Auditing Committee)
Rules of Procedures of the Committee for Audit Supervising
- Prof. Dr. Mehmet Bulut (Independent Board Member – Chair of the Early Risk Identification Committee)
- Bahattin Işık (Independent Board Member – Member of the Early Risk Identification 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 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.
The Company distributes profits as per Turkish Code of Commerce, the Capital Market Regulation, Tax Regulations and other relevant relations as well as the profit distribution article of the Articles of Association. The amendments and developments in relevant communiqués, long-term strategies, the capital needs of the Company, the investment and financing policies and the profitability and cash status of the Company are considered when determining the distribution of profits.
Distribution of profits and annual dividend payment are subject to an offer to be annually submitted to the approval of the General Assembly by the Board of Directors. In this sense, the Board of Directors may decide whether to offer a dividend amount and the distribution of profits whereas the shareholders may accept or reject it through the general assembly.
In case the Board of Directors decides profit distribution, the net profit of the period indicated in the financial statements issued as per the Capital Market Regulation and audited by independent auditors are taken as basis as a rule and a minimum of 20% of “distributable profit of the period” calculated as per the Capital Market Regulation and other relevant regulations are distributed in cash and as bonus shares. The dividends which may be distributed based on a decision by the General Assembly may be in cash or bonus shares in part or as a whole.
Following a request by the Board of Directors, the General Assembly may appoint a profit distribution date provided that such is not later than the final day of the financial year during which the general assembly meeting wherein the decision is given is held. Dividends are equally and proportionally distributed for all the shares that are present on the date of distribution regardless the dates of issuance and acquisition of such.
In principle, the Company does not distribute advance dividend.
Where the Board of Directors brings an offer to the general assembly whether to distribute dividends under the foregoing rate, the underlying reason of the offer shall be disclosed to the shareholders.
Kızılbük Gayrimenkul Yatırım Ortaklığı A.Ş.
Dikilitaş Mah. Yenidoğan Sok. No:36/1-1 Sinpaş Plaza Beşiktaş İstanbul Türkiye
Tel: +90 0212 310 27 00
Fax: +90 212 259 87 18
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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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 - Chairman of the Board of Directors|
|2||Ahmet Çelik||Role - Vice Chairman 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||Cevgun Ökmen||Investor Relations Assistans 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 email@example.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.