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Additional Explanations
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By resolution of the Company's Board of Directors:
Considering that BTB Havacılık Yatırım Anonim Şirketi ("BTB"), which is a 100% subsidiary of our Company (we own all shares granting voting rights), is not an operational company and taking into account the need for simplification, the following resolutions have been adopted:
1- In accordance with Articles 136 and subsequent relevant articles of the Turkish Commercial Code No. 6102 ("TCC"); Articles 19 and 20 of the Corporate Tax Law No. 5520; and considering that our Company is subject to the Capital Markets Law No. 6362 ("CML") and is a publicly traded company with its shares listed and traded on Borsa Istanbul A.Ş., and in line with the relevant provisions of the CML and the Capital Markets Board's ("CMB") Communiqué on Mergers and Demergers (II-23.2), as well as other applicable legislation, it has been resolved to merge our wholly owned direct subsidiary BTB Havacılık Yatırım Anonim Şirketi, whose entire share capital (100%) is held by our Company, under our Company through the transfer of all its assets and liabilities as a whole,
2- Since our Company is the sole shareholder of BTB Havacılık Yatırım Anonim Şirketi, holding all voting shares, and since there will be no capital increase in our Company as part of the Merger Transaction, the Merger Transaction shall be conducted within the scope of "simplified merger" provisions pursuant to Articles 155 and 156 of the TCC and Article 13 of the CMB's Communiqué on Mergers and Demergers (II-23.2),
3- Given that the Merger Transaction will be carried out through the simplified merger method pursuant to Article 13 of the Capital Markets Board's Communiqué on Mergers and Demergers (II-23.2), it has been resolved not to prepare a merger report as stipulated under Article 147 of the Turkish Commercial Code, and in accordance with Article 13/2 of the aforementioned Communiqué, not to prepare an independent audit report or a merger report, and not to obtain an expert opinion,
4- The Merger Transaction shall not fall within the scope of the Capital Markets Board's Communiqué on Material Transactions and the Right to Exit (II-23.3), and pursuant to Article 15/ç thereof, the "Right to Exit" shall not arise for our shareholders,
5- The Merger Transaction shall not result in any capital increase for our Company, shall have no effect on the financial statements, and shall not cause any cash outflow,
6- Since the articles of association of our Company will not be amended as part of the Merger Transaction, there is no need to apply to the Ministry of Trade for approval under the Communiqué on the Determination of Joint Stock Companies Required to Increase Their Capital to the New Minimum Amounts and Subject to Permission for Incorporation and Amendment of Articles of Association,
7- In relation to the Merger Transaction, the preparation and submission to the Capital Markets Board of the announcement text, merger agreement, and other information and documents required for the application regarding the merger transaction as stipulated in the Capital Markets Board's Communiqué on Mergers and Demergers (II-23.2),
8- The financial statements dated 30 June 2025, shall be taken as basis for the companies party to the Merger Transaction,
9- To obtain all necessary permissions and approvals from the relevant parties.
This information is presented to the public.
Sincerely,
The Material Disclosure Announcement has been prepared in Turkish and in English. In case of any discrepancy between the two versions, the Turkish version will prevail.
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