[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
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Material Event Disclosure General
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Explanations
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Bafra Capital Investment Ltd, which was established by Akfen Bafra Gayrimenkul Ticareti ve İnşaat A.Ş. ("Akfen Bafra"), a 100% subsidiary of our Company, with 100% shareholding for special purposes in the United Kingdom, is a shareholder with 100% shareholding in Bafra Real Estate Investments (Florida), Inc. established for special purposes in the USA.
With the decision of our Company's Board of Directors dated 25.04.2025 (today); Bafra Real Estate Investments (Florida), Inc, an indirect 100% subsidiary of our Company, has become a 32.5% shareholder in the company named EA FOUNTAINS SENIOR CARE, LLC in Florida (this company will be known as "Fountains North Tract", consisting of an area of approximately 2.74 acres and located at Interstate 95 Frontage Site, Fountains North, Saint Elizabeth Way, St. Johns County, Florida 32259. St. Johns County, Florida 32259) and it has been decided to send a capital advance of USD 2,000,000 (including related investment costs and other expenses) to Akfen Bafra for this purpose and the said amount has been sent to Akfen Bafra on 25.04.2025 (today). Within the scope of the related capital advance, the closing transactions related to the indirect investment of USD 1,936,837.50 in the company named EA FOUNTAINS SENIOR CARE, LLC and 32,5% of the shares of EA FOUNTAINS SENIOR CARE, LLC were completed on 25.04.2025 (today) and 32,5% shares of EA FOUNTAINS SENIOR CARE, LLC were transferred to BAFRA REAL ESTATE INVESTMENTS (FLORIDA), INC, in which our Company indirectly owns all of the shares. Thus, the second phase of the real estate investment in the same region, which was previously subject to our Company's PDP disclosures dated 02.08.2024 and 15.08.2025, has been completed.  Project development investments are continuing as planned and PDP disclosures regarding additional investment amounts in this regard will be made separately.
Regarding the aforementioned immovable property, within the scope of Article 35 of the CMB's Communiqué on Principles Regarding Real Estate Investment Trusts numbered III-48.1, the valuation service prepared by Moody Williams Appraisal Group, LLC, which was determined to receive valuation services with the decision of our Company's Board of Directors dated 27.01.2025, dated 21. dated 03.03.2025 and numbered 2025-0071 ("Valuation Report"), which was prepared by Moody Williams Appraisal Group, LLC, which was appointed to provide valuation services by the decision of the Board of Directors of our Company dated 27.01.2025, is attached in the Annex, and a value of USD 3,420,000 has been appraised for the immovable property in question in the Valuation Report.
The amount of capital advance sent to Akfen Bafra has been determined in accordance with the business model within the scope of the development of a real estate project in the said immovable, both the price of the immovable falling to the indirect share of our Company and the priority sharing principles granted to the indirect share of our Company regarding the earnings within the project, and the aforementioned issues will be presented to the shareholders of our Company at the first general assembly meeting of our Company.
It is respectfully announced to the public and our investors.
The English translation of this disclosure is attached hereto and in case of any discrepancy in the texts of the disclosure, the Turkish disclosure will be taken as the basis.