[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
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English
oda_ChangeInArticlesOfAssociationAbstract|
Change in Articles of Association
oda_UpdateAnnouncementFlag|
Update Notification Flag
Evet (Yes)
oda_CorrectionAnnouncementFlag|
Correction Notification Flag
Hayır (No)
oda_DateOfThePreviousNotificationAboutTheSameSubject|
Date Of The Previous Notification About The Same Subject
15.05.2024
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_ExplanationSection|
Explanations
oda_ExplanationTextBlock|

In the special situation disclosure announced on 15.05.2024 on the Public Disclosure Platform (KAP) (a correction announcement regarding the said disclosure was also made on 16.05.2024); In addition to other matters, in the decision of our Company's Board of Directors dated 15.05.2024:

a. To amend Article 2 titled "Company's Title" and Article 3 titled "Purpose and Subject" of the Articles of Association of our Company, as included in the annex of the Board of Directors' decision dated 15.05.2024,

b. To evaluate the changes foreseen in the Articles of Association of our Company as a "Significant Transaction" within the scope of Article 23 of the Capital Markets Law and the Communiqué on "Significant Transactions and the Right to Exit" numbered II-23.3 of the Capital Markets Board ("Exit Right Communiqué"),

c. Since the amendment of the Articles of Association of our Company is considered a "Significant Transaction", the shareholders or their representatives who attend the General Assembly meeting where the amendments to the Articles of Association are submitted for approval and cast dissenting votes and have their dissenting opinion recorded in the meeting minutes will have the right to exit the partnership by selling their shares to our Company,

d. If the total cost that our Company will incur as a result of the shareholders exercising their right to exit exceeds 150,000,000 TL, it will be submitted to the approval of the General Assembly that the transaction will be abandoned despite the approval of the General Assembly, with this amount being determined as the upper limit,

e. In accordance with Article 14 of the Communiqué on "Significant Transactions and the Right to Exit" numbered II-23.3 of the SPK, the exit price is determined as 77.8542 TL, which is the arithmetic average of the daily adjusted weighted average prices formed on the stock exchange during the last one-month period before the public disclosure date of this board resolution dated [15.05.2024],

These matters have been disclosed to the public.

Additionally, in the annex of the said special situation disclosure, our Company's assessments that the amendment of Article 2 titled "Company's Title" and Article 3 titled "Purpose and Subject" of our Articles of Association constitutes a significant transaction pursuant to Article 4/3 of the Exit Right Communiqué are also included.

In the SPK's Bulletin dated 19.07.2024 and numbered 2024/33, and 24.07.2024 E-29833736-110.03.03-57488 it was publicly announced that the request for the SPK to issue a favorable opinion on the amendments prepared for the amendment of Article 2 titled "Company's Title" and Article 3 titled "Purpose and Subject" of our Company's Articles of Association, which are considered significant transactions, was positively received, provided that the exit right usage price is determined as 77.8542 TL.

In this context, pursuant to the first paragraph of Article 10 of the Exit Right Communiqué, the said amendment texts will be submitted for the approval of the general assembly to be convened within 3 months from the date of approval by the SPK.

Pursuant to the second paragraph of Article 11 of the Exit Right Communiqué, shareholders who hold shares in our Company as of the date of the Board of Directors' decision dated 15.05.2024 and attend the general assembly meeting and cast dissenting votes on the agenda item related to the significant transaction and have their dissenting opinion recorded in the minutes will have the right to exit the partnership by selling their shares. The amounts of shares subject to the exit right will be calculated by deducting the sales made, if any, from the shares held as of 15.05.2024 until the date of the general assembly based on the last-in, first-out principle and the net balances at the end of the day. Those who are shareholders in our Company as of the date of public disclosure and the amounts of shares will be determined based on matched orders regardless of the completion of the clearing.

The necessary information within the scope of Article 9 of the Exit Right Communiqué will be included in the agenda of the general assembly meeting where the amendment texts of our Company's Articles of Association will be submitted for approval and in the information document regarding the general assembly meeting.

Following the approval from the Capital Markets Board (SPK), the process for obtaining permission from the Ministry of Trade will commence The public will be informed about the developments regarding the general assembly meeting where the amendment texts of our Company's Articles of Association will be submitted for approval.

Respectfully announced to the public and our investors.