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Additional Explanations
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Our Board of Directors, on 08.04.2025, has resolved on the partial demerger of our 100% subsidiary, FİLE Market Mağazacılık Anonim Şirketi, through the associate model.
Within this scope, it has been resolved that;
Pursuant to Articles 159 to 179 of the Turkish Commercial Code ("TCC"), which regulate the demerger process, and the Capital Markets Board's ("CMB") Communiqué on Mergers and Demergers (Communiqué), a portion of our Company's assets and liabilities will be transferred to our 100% subsidiary, FİLE Market Mağazacılık A.Ş., in compliance with the relevant legislation and without disrupting the operational integrity of the business,
This transaction will be carried out as a partial demerger through the subsidiary model in accordance with Article 17 of the Communiqué,
The transaction will be based on the financial statements dated 31.12.2024,
In accordance with Article 17(2) of the Communiqué and considering the provision in Article 17(3), an independent audit report and expert opinion will not be required for this partial demerger through the subsidiary model,
As the assets and liabilities to be transferred by our Company as the demerging party do not meet the significance criteria specified in Article 5/1/b of the Capital Markets Board's Communiqué II-23.3 on "Material Transactions and Right of Separation" and the criteria set forth in Article 6, it is concluded that this is not a material transaction and, in accordance with Article 15/ç of the same Communiqué, no "Right of Separation" arises for our shareholders,
As part of this decision regarding the partial demerger transaction, a Demerger Agreement, Demerger Report, and Disclosure Document will be prepared, and an application will be submitted to the CMB for the approval of the Disclosure Document, along with other relevant documents,
The Demerger Agreement and Demerger Report will be made available for shareholders' review in accordance with the provisions of the TCC, CMB, and relevant legislation, alongside the audited consolidated financial reports for the past three years and the financial statements as of 31.12.2024,
The Demerger Agreement and Demerger Report will be submitted for the approval of our General Assembly,
In accordance with Law No. 4054 on the Protection of Competition and relevant legislation, it has been determined that no additional approvals are required,
According to Article 174 of the TCC, our Company shall publish an announcement in the Turkish Trade Gazette three times at seven-day intervals, informing its creditors of their right to notify their claims and request collateral.
In this regard, an application was made to the CMB for the approval of the Disclosure Document on 09.04.2025.
In case of a discrepancy between the Turkish and English versions of this public disclosure statement, Turkish version shall prevail.
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