Establishment and Capital

A stock transfer agreement was executed on August 23, 2006 for the purchase of all of the non-public shares representing 30.69% of the company’s capital between İhlas Holding A.Ş., one of the shareholders of the company with its former trade-name of “İhlas Gayrimenkul Yatırım Ortaklığı A.Ş.” (İhlas Real Estate Investment Trust) and the other various partners and “Yeşil İnşaat Gayrimenkul Yatırım Hizmetleri Ticaret A.Ş.” (Yeşil Construction) and Rudolph Younes. The related stock transfer operations were completed on October 4, 2006. In the Extraordinary Meeting of the General Assembly held on January 26, 2007, it was resolved that the trade-name of the company be changed as “Y ve Y Gayrimenkul Yatırım Ortaklığı A.Ş.” (Y&Y Real Estate Investment Trust) and this resolution was registered at trade registry on January 29, 2007.

Y&Y Real Estate Investment Trust, headquartered in Istanbul, was founded on December 23, 1997 with an initial capital of 2 million TRY. The main line of business of the company, within the framework of the principles and procedures set with the regulations of the Capital Markets Board about the real estate investment trusts is to invest in real estate, real estate projects, real estate backed rights, and real estate backed capital market instruments and capital markets.

In the initial public offering performed in December 1999, 49% of the shares of the Company were offered to public and the issued capital was increased to 3,922,000 TRY. In 2000, the capital was raised to 5,883,000 TRY from the internal sources via 50% capital increase through bonus issues and in 2002, the capital was raised again to 8,824,500 TRY from the internal sources via 50% capital increase through bonus issues. In 2003, the issued capital was raised to 22,108,353 TRY with the increase amount of 4,412,250 TRY via 50% capital increase through bonus issues and the amount of 8,871,603 TRY via 100.5% capital increase through rights issues; and in 2005, it was increased to 33,162,530 TRY with the increase amount of 11,054,177 TRY via 50% capital increase through rights issues. No cash dividend distributions were made in the last three years.

As one of the main equity owner Yeşil Construction has declared in the material disclosure dated January 19, 2010, it bought 330.643 units of Y&Y REIT stocks and in the material disclosure dated January 20, 2010, it bought 169.357 units of Y&Y REIT stocks. Afterwards, Yeşil Construction has bought 200.000-TL par value stock from the price range of 1.78-1.82 TL. As a result of these transactions, the said organization capital has risen from 16.67% to 18.78%.

As a result of capital decrease performed on April 27, 2010, the issued capital of the Company has decreased from 33,162,529.95 TRY to 13,730,702.06 TRY with a decrease of 58,60%. Adjustment process in ISE was implemented on May 05, 2010. On August 19, 2010 capital increase through bonus issues was performed and Company’s issued capital is increased from 13.730.702,06 TRY to 24.151.319,01 TRY with an increase of 75.89%.

The company has carried out many different real estate and real estate projects in its portfolio like villas, apartments, timesharing houses, land, business center and historical building restitution project since the date of establishment. It decreases investment risk by diversifying its portfolio. Main criteria in portfolio formation are the profitability, payback period and the risk of the project.