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Bonus Issue
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Rights Issue (Via Preemptive Right)
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Other Aspects To Be Notified
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Additional Explanations
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At the Board of Directors meeting of our Company dated 28.12.2023
1. Within the registered capital ceiling of our Company amounting to TL 750,000,000, the issued capital of our Company amounting to TL 200,000,000 to be increased by TL 450,000,000 by 225% in total to TL 650,000,000 by meeting 100% of TL 200,000,000 in cash (rights issue) and 125% of TL 250,000,000 from internal resources (bonus issue),
2. To issue all 450,000,000 shares representing the increased capital of TL 450,000,000 as registered shares with a nominal value of TL 1.00,
3. The capital increase amounting to TL 250.000.000 to be made within the scope of the bonus issue capital increase; to be covered from the profit reserves item according to the financial statements prepared in accordance with the TPL records, and from the retained earnings item according to the financial statements prepared in accordance with TFRS,
4. Within the scope of the capital increase through rights issue amounting to TL 200,000,000, no restriction shall be made on the rights of our shareholders to acquire new shares and the shareholders shall be allowed to exercise their rights to acquire new shares at a price of TL 1 for each share with a nominal value of TL 1, the period of exercise of the rights to acquire new shares shall be determined as 15 (fifteen) days, and if the last day of this period coincides with an official holiday, the period of exercise of the right to acquire new shares shall expire on the evening of the following business day,
5. If there are any shares remaining after the exercise of the new share purchase rights, the remaining shares shall be sold at the price to be formed in the Primary Market of Borsa Istanbul A.Ş. for a period of 2 (two) business days at a price not lower than the nominal value, and if there are unsold shares following the sale of the remaining shares in the Primary Market of Borsa Istanbul A.Ş., the unsold shares shall be cancelled within 6 (six) business days within the framework of the Equity Communiqué numbered VII-128.1,
6. To amend Article 6 of the Articles of Association titled "Capital and Shares" in accordance with the provisions of the Turkish Commercial Code and capital markets legislation in relation to the capital increase through rights issue and bonus issue as attached,
7. To distribute the shares to be issued due to the capital increase through rights issue and bonus issue to the shareholders of the Company as dematerialised shares within the framework of the regulations of the Capital Markets Board ("CMB") and Merkezi Kayıt Kuruluşu A.Ş. ("CRA") regarding dematerialisation and to exercise the pre-emptive rights within the framework of the principles of the dematerialisation system,
8. In order to realise the capital increase through rights issue and bonus issue and to approve the issuance document regarding the shares to be issued in the capital increase and the draft amendment of Article 6 titled "Capital and Shares" of the articles of association, the necessary applications and transactions, primarily before the Capital Markets Board, Borsa Istanbul A.Ş., Central Registry Agency A.Ş. and the Ministry of Commerce, and then before the Trade Registry Directorate and other institutions and organizations for the registration and announcement of the amendment of the articles of association, Borsa İstanbul A.Ş., Merkezi Kayıt Kuruluşu A.Ş. and the Ministry of Commerce for the approval of the draft amendment of article 6 titled "Capital and Shares" of the articles of association and the issuance document regarding the shares to be issued in the capital increase and the shares to be issued in the capital increase and the approval of the draft amendment of article 6 titled "Capital and Shares" of the articles of association
unanimously decided
A Turkish and English translations of this statement are available, and in case of any conflict between the Turkish and English versions of this statement, the Turkish version will prevail.
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