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Additional Explanations
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At the meeting of the Board of Directors of our Company dated 06.12.2024;
1) Within the framework of Articles 19 and 20 of the Corporate Tax Law No. 5520, the relevant provisions of the Turkish Commercial Code No. 6102 (‘TCC') and the Capital Markets Board's (‘CMB') Communiqué on Merger and Demerger No. II-23.2 (‘Communiqué'), the merger of our Company with Akfen Karaköy Gayrimenkul Yatırımları ve İnşaat A. Ş. (‘Akfen Karaköy'), which is a 100% subsidiary of our Company, by taking over all the assets and liabilities of Akfen Karaköy Gayrimenkul Yatırımları ve İnşaat A. Ş. (‘Akfen Karaköy') as a whole at their registered values and dissolution without liquidation. Ş. (‘Akfen Karaköy') by taking over all assets and liabilities of Akfen Karaköy (‘Akfen Karaköy') as a whole at their book values and dissolution without liquidation, and merger of our Company with Akfen Karaköy,
2) To take the financial statements dated 30.09.2024 as basis for the merger transaction,
3) Within the scope of Articles 155 and 156 of the TCC and Article 13 of the Communiqué, since all of the shares and voting rights representing the capital of Akfen Karaköy already belong to our Company and there will be no change in the capital of our Company;
- To facilitate the merger process,
- Independent audit report, expert organisation report and Board of Directors' report on the merger not to be prepared,
- Failure to recognise the right of examination regulated under Article 149 of the TCC,
- Not to submit the merger agreement to the approval of the general assembly of our Company,
- Not to exercise the exit right in the merger transaction since the exit right has not arisen in accordance with subparagraph (ç) of the first paragraph of Article 15 of the CMB's Communiqué on Significant Transactions and Exit Right numbered II-23.3,
4) Pursuant to subparagraph (b) of the first paragraph of Article 20 of the Corporate Tax Law No. 5520, to undertake that our Company will pay the accrued and future tax debts of Akfen Karaköy and fulfil its other duties with a letter of undertaking to be attached to the corporate tax declaration to be submitted due to the merger,
5) To accept the Merger Agreement dated 06.12.2024 prepared in relation to the above-mentioned transactions,
6)
To obtain permission from the Capital Markets Board and other relevant institutions for the transactions mentioned above
unanimously decided.
In this context, the necessary application was made to the Capital Markets Board today (on 06.12.2024) with the attached documents.
It is respectfully announced to the public and our investors.
ANNEX: 1 Merger Agreement
ANNEX: 2 Announcement Text
ANNEX: 3 Akfen REIT and Akfen Karaköy Board Resolutions - Other
ANNEX: 4 Akfen REIT 30.09.2024 Consolidated Financial Statements - Other
ANNEX: 5 Akfen Karaköy 30.09.2024 Financial Statements - Other
ANNEX: 6 Karakoy Novotel Valuation Report - Other
ANNEX: 7 Hadımköy Factory Building Valuation Report - Other
The English translation of this statement is attached hereto and in case of any discrepancy in the text of the statement, the Turkish version shall prevail.
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