[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
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English
oda_MaterialEventDisclosureGeneralAbstract|
Material Event Disclosure General
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Update Notification Flag
Evet (Yes)
oda_CorrectionAnnouncementFlag|
Correction Notification Flag
Hayır (No)
oda_DateOfThePreviousNotificationAboutTheSameSubject|
Date Of The Previous Notification About The Same Subject
14.06.2024, 11.07.2024
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Postponed Notification Flag
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_ExplanationSection|
Explanations
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Following our announcement dated July 11, 2024, regarding the cancellation of the listing of GPH shares from the London Stock Exchange (the "Delisting") and the return to being a private company, it was also disclosed that GIH, through Bidco, had made an unconditional cash offer for the share capital of GPH (excluding GPH shares held by GIH, Bidco, and "associates" of Bidco) at a price of USD 4.02 per GPH share.

As of 09 August 2024, GPH has been delisted from the London Stock Exchange and transitioned into a private company. Under this offer, our company has acquired a total of 23,098,735 GPH shares, representing approximately 29.97% of GPH's existing issued share capital. Consequently, by the end of this process, our company's ownership in GPH has increased from 58.47% to 88.44%.

As GIH and Bidco have obtained over 75 per cent. of GPH's voting rights, by virtue of acceptances of the Offer or otherwise, GIH and Bidco are in a position to ensure the approval of special resolutions. GIH and Bidco therefore intend to procure that GPH is re-registered as a private company. In addition, GIH and Bidco intend to procure that GPH's articles of association are changed to introduce various provisions suitable for a privately-controlled, unlisted company where they are in the best interests of GPH and its shareholders as a whole, including, for example, the disapplication of pre-emption rights for the issue of additional ordinary shares in GPH, a right of the Company to require shareholders to disclose beneficial interests in GPH Shares and customary consequences for non-compliance, customary restrictions on the transfer of GPH Shares for reasons relating to applicable law, regulatory requirements or otherwise, and various other changes to the governance and constitution of GPH as described in the Offer Document and otherwise.

Furthermore, our company has extended the the time and date by which the Offer can be accepted as a further liquidity opportunity for GPH Shareholders. The Offer is open for acceptance until 1.00 p.m. (London time) on 23 August 2024.

Private ownership would therefore enable GPH to better execute its strategy of continuing to expand and develop its cruise port portfolio globally, without the distraction, challenges and costs of the requirements of being a publicly listed company.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Respectfully announced to the public.