Ordinary general meeting of Garanti Investment Trust INC. for 2018 that was delayed due to that fact that minimum quorum could not be achieved in the first meeting even though it was notified to be performed on 29 March 2019, was realized on 29 April 2019, at 11:00 am, in Maslak Mah. Atatürk Oto Sanayi 55. Sokak 42 Maslak No:2 A Blok Seminer Salonu Sarıyer- İstanbul address under the supervision of Hatun Kostak who is Ministry Representative appointed with the official letter numbered 43866977 and dated 26.04.2019 of T.R. Ministry of Commerce İstanbul Provincial Directorate of Industry and Commerce.
It was seen that call for meeting was announced within the period indicated in the issue numbered 9802 and dated 4 April 2019 of Turkish Trade Registry Gazette as to include the agenda and as foreseen in main the main contract and the Law and also it was made public within the period in Public Disclosure Platform.
In the examination of the list of attendants, upon it was understood that minimum quorum was provided as it was foreseen in both the main contract and the Law and it was understood that 1.215.715,7345 shares were available in the meeting in total as 5.313,1755 shares acting as principal taking 5.313,1755-TL as total nominal price and 1.210.402,559 shares actin as agents taking 1.210.402,559-TL as total nominal price from the company shares taking 33.500.000.-TL as total nominal price, the meeting was started and it was started to negotiate the agenda.
1) The motion that was suggested by Hamza İnan, one of our company partner, for selecting Mehmet Reha Tanör as chairman, was voted. It was decided unanimously to select Mehmet Reha Tanör as chairman with 1.215.715,7345 votes. The meeting chairmanship Council was created by appointing Hasan Hüsnü Güzelöz as vote collector, Ali Akın Ekmekçi as minute secretary and İdil Çebi as expert to perform technical processes in Electronic General Assembly System by Chairman Mehmet Reha Tanör.
2) For signing general assembly minutes, it was decided unanimously to authorize meeting chairmanship with 1.215.715,7345 votes.
3) A motion what was given by Hasan Hüsnü Güzelöz who is one of our company partners and Garanti Investment Securities INC., due to the fact that Executive Board activity report was provided in company internet page three weeks before meeting date and it was provided to Electronic General Assembly System of Central Registration Institution and in Public Disclosure Platform and provided for examination of our company partners in general assembly set those distributed before the meeting, was given to consider it was read. The motion was voted and accepted unanimously with 1.215.715,7345 votes.
General Manager Mehmet Reha Tanör hold the floor to explain main outlines of the activity report:
"Valuable Stakeholders"
We closed 2018 Financial Year with 2.351.853 TL profit. We raised our net active value to 37.708.739 TL. We were awarded as second title in "Net Active Value Increase in MKYO" classification by TSPB. The value of our stock exchange securities increased 79 piastres with an increase of 12,86 %. Value waiving created a charming purchasing-selling range for investors. The ones who want to increase their stocks, had opportunity taking 103 piastres and the ones who want to buy new stocks, had opportunity taking 53 piastres.
Our corporate management grade increased to 9.45. There was no legal act, administrative or juridical sanction against our company and management in this year as in the past.
Valuable Stakeholders
As you knew, we operate providing both trust and productivity since 1996. Within this context, we realize the most successful practice of MKYO model. With our structure which is open to public 100 %, our model combining strong audit of Garanti Bank, provides an identical sample for the reason of existence of capital market. Our management maintains its understanding of investment creating the biggest profit with the lowest expense and sharing all of it with stakeholders, for years consistently and exhibits a balanced and fair work within the triangle of privileged shareholder, common shareholders and employees.
Within this positive view, the biggest obstacle for us to achieve better results is the capital deficiency as I addressed consistently for years. In an environment where inflation is high, to perform company activities, no matter how we make saving in the issues required in minimum, the rate of general expenses to the capital prevents of profitability. As management, we do our part to suggest distribution of a part of profit as free share in profit distribution. In case we strengthen our capital, it will be possible to achieve better results.
Later on, Executive board activity report was accepted unanimously with 1.215.715,7345 votes as a result of performed negotiations.
4) Independent auditor report that was prepared by KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (KPMG Independent Audit and Independent Accountant and Financial Advisor INC.), an independent auditing company, was read.
5) Financial tables dated 31.12.2018, were read, negotiated and accepted unanimously with 1.215.715,7345 votes as a result of voting.
6) Information regarding Utku Ergüder who was appointed as a member of Executive board which was empty with resignation of Zeki Şen, was provided to general assembly. It was to select Utku Ergüder as a member of Executive board to complete the period remained from the previous one under article 363 of Turkish Commercial Code and it was accepted unanimously with101.762.972.953,8755 votes as a result of voting.
7) Quittance of the members of Executive board, Mehmet Reha Tanör, Zeki Şen, Mahmut Kaya, Remzi Murat Rena, Mustafa Sabri Doğrusoy, Osman Nezihi Alptürk, Piraye Erdem and Utku Ergüder, were separately provided for the approval of general assembly for their activities in 2018. Each of these members did not user their right to vote for they have for voting their quittance. The members of Executive board were acquitted unanimously with 1.215.715,7345 votes as a result of voting.
8) About profit distribution, Mehmet Reha Tanör, Executive Board Chairman, made below statement about the offer they prepared as management:
"Valuable Stakeholders
Our Executive Board aiming the highest profit by making the fewest expense and taking distribution of all of profits to its stakeholders as principle, suggests distributing the whole profit as previous years. Within this context, we project to distribute annual distributable net profit as free shares with the purpose of going forward on our path safely as stated in details in our offer, in cash approximately 30 %, and free share the rest with the purpose of protecting shareholders equity this inflationary environment.
The voting was started and as a result of performed voting;
To make the remained amount taking 2.205.759,92-TL., after deducting tax, funds, financial payments and legal reserves to be deducted from period profit taking 2.321.852,55-TL. taking place in income statement for accounting period of 01.01.2018-31.12.2018, from distributable profit and income which its source is exceptional;
Followings were unanimously decided;
a) With the purpose of strengthening shareholder's equity taking 1.500.000-TL and providing protection of interests of small investors in the medium term, to distribute 653.250-TL as cash to stakeholders as free shares,
b) Within the scope of legislation of Corporate Governance Notification (II-17.1) of Stock Exchange Commission, to distribute 50.000-TL profit share to the members of executive board expect independent the members of executive board and to authorize executive board chairman about distribution principles,
c) To transfer remained amount after distributing profit share to stakeholders and the members of executive board ,
d) To authorize executive board about profit share distribution time.
9) The suggestion of Mehmet Reha Tanör, one of our company partners about paying 6.500-TL to the members of executive board for each month as daily allowance fee, was voted and it was unanimously accepted with 1.215.715,7345 votes.
10) Independent auditing company named KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. that was selected as auditor for 2019 accounting period by executive board, was accepted unanimously with1.215.715,7345 votes. Auditing fee taking 45.430-TL + VAT for 2019 that was offered by KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. that was selected as auditor, was accepted unanimously with1.215.715,7345 votes.
11) It was provided for information of stakeholders that there is no guarantee, pledge and mortgage given on behalf of third persons.
12) Regarding donations and charities, information was provided for stakeholders that there are no donations and charities performed in 2018. It was unanimously accepted with 1.215.715,7345 votes to limit the amount of donations with 5.000.-TL for 2019 if any will be done.
13) As per the principle numbered 4.6.2. of Corporate Governance Notification (II-17.1) that was published by of Stock Exchange Commission, following information was provided for our partners regarding Charging Principle for Senior Administrators and the Members of Executive Board under the legislations:
"A charging policy was created for the employees by our partners as per the legislation of our partners and it was published on internet page of our partnership. A fair, and performance and success focused charging policy was created. In accordance with the practices in the legislation, the developed policy will continue to be practiced.
Information regarding benefits provided in 2018 for the members of executive board and senior administrators, was given in Activity Report and remarks regarding premiums given in 2018, were made to Public Disclosure Platform."
14) As per articles 395 and 396 of Turkish Commercial Code and article 1.3.6. of Corporate Governance Notification (II-17.1) that was published by of Stock Exchange Commission, information was provided to general assembly regarding that there were no transactions that stakeholders holding the control of management, the members of executive board, administrators who have administrative responsibility and blood relatives up to second degree and relatives by marriage and their spouses causing conflict of interest with partnership or affiliated companies and/or performing a transaction on behalf of his/herself or another person in commercial type inside the field of partnership or affiliated companies or entering into another partnership with the title of unlimited responsible partner in 2018.
15) It was negotiated to allow the members of executive board to perform transactions indicated in article 395 and 396 of Turkish Commercial Code, and it was unanimously accepted to allow them to perform transaction indicated in article 395 and 396 of Turkish Commercial Code with 1.215.715,7345 votes.
16) Hamza İnan, one of our partners, hold the floor and said we thank for the management approach of executive board as a fair, transparent and productive way with the chairman of Reha Tanör. The meeting was closed due to the fact that there was no another subject to negotiate in the agenda. 29.04.2019.
Minute Secretary Vote Collector Ministry Representative Chairman
Ali Akın Ekmekçi Hasan Hüsnü Güzelöz Hatun Kostak Mehmet Reha Tanör