The Board of Directors decided in its meeting dated 03.08.2018 and no 2018/33 that by virtue of the Corporate Governance Principles of the Capital Markets Board of Turkey,


1. Kenan Yavuz, Habibe Didem Hömek and Pelin Örsel to be appointed to the Corporate Governance Committee until the first ordinary general assembly meeting, with the member, Kenan Yavuz to act as the Chairman of the Committee,

2. İbrahim Kemal Tosun, Ramadan Kumova and Ali Alp to be appointed to the Nomination Committee until the first ordinary general assembly meeting, with the member, Ramadan Kumova to act as the Chairman of the Committee,

3. Ramadan Kumova, Remzi Aydın, Chief Construction and Project Management Officer and İsmail Kazanç, Chief Financial Officer, to be appointed to the Early Risk Detection Committee until the first ordinary general assembly meeting, with the member, Ramadan Kumova to act as the Chairman of the Committee,

4. Ramadan Kumova, Ali Alp, İbrahim Kemal Tosun to be appointed to the Remuneration Committee until the first ordinary general assembly meeting, with the member, Ramadan Kumova to act as the Chairman of the Committee,

5. Kenan Yavuz, Ali Alp and Ramadan Kumova to be appointed to the Audit Committee until the first ordinary general meeting, with the member Kenan Yavuz to act as the Chairman of the Committee,

It was decided unanimously.

In its meeting dated 11.05.2018 and no: 2018/22, the Board of Directors decided that Torunlar REIC agrees with Yapı & Kredi Bank to raise a loan of EUR 100 million for the purpose of refinancing the existing assets in its portfolio and the refinancing of the short-term loans of the ongoing projects on 23.05.2018. The loan will have a maximum term of 9 years. A first degree lien is established on the property (Deepo Outlet and Mall of Antalya) located in city of Antalya, Kepez borough, Sinan district, block no: 28569, parcel no: 15, against EUR 130 million for the benefit of the creditor bank. The aforementioned transaction has been completed on 21.05.2018.

In accordance with the decision dated 30.03.2018 and no. 2018/09, the Board of Directors proposes to sign an independent external auditing agreement with DRT Independent Auditing and Certified Public Accounting Inc. (Deloitte) for the fiscal year 01.01.2018 - 31.12.2018 on the basis of the recommendation of the Audit Committee and to get it approved in the upcoming General Meeting.

While our Company has been preparing unconsolidated financial statements, our Company has been excluded from the scope of unconsolidated after the purchase of 100% of the shares of TRN Hotel Management and Investments Inc. as of 13.03.2018. Our Company is hereafter obliged to prepare the financial statements as consolidated and announce the results accordingly at the KAP (The Public Disclsoure Platform).

Torunlar REIC purchased the whole land registered in Istanbul, Basaksehir province, Ikitelli-2 neighbourhood, city block: 858, parcel no: 3 with 12,131.79 m2 of surface area (adjacent to Mall of Istanbul shopping center) on 10.01.2018 for a total value of TRY 75,100,000 + VAT from the Municipality of Basaksehir. On the other hand, in its appraisal report dated 31.01.2018 and with no: 2018/20, the appraisal company valued the aforementioned land with an appraisal value of TRY 67,985,000 + VAT.

The land, which, Torunlar REIC purchased with a total value of TRY 75,100,000 + VAT on 10.01.2018 is adjacent to Mall of Istanbul shopping center, Mall of Istanbul Office Tower and Mall of Istanbul Phase 2, whose construction is currently ongoing. The land has been purchased with a higher price than the appraisal company valued as Torunlar REIC holds the opinion that the aforementioned land will indeed add value to the existing Mall of Istanbul concept in the long-run. The situation will be announced to the shareholders in the first General Assembly and the necessary information will be provided.

In its meeting dated 22 January 2018, the Board of Directors decided to appoint Lotus Property Valuation and Consulting JSC as the sole appraiser for each asset to be valued in our portfolio and for the assets to be purchased and to be valued in 2018 according to Art.35 entitled “Selection of the Real Estate Appraisal Company” of the Communiqué Serial: III and No: 48-1 on the principles of the REIC's.