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Rights Issue (Allocated)
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* The nominal capital increase amount to be raised is calculated according to the sale price of the share with a nominal value of 1 TL, which determined in line with Borsa Istanbul A.S.'s Procedure for Wholesale Purchase and Sale Transactions.
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Other Aspects To Be Notified
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Additional Explanations
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In order to meet the financing needs of our Company's ongoing and development-stage projects and to support our profitable and efficient growth strategy, our shareholders Mr. Fatih ERDOĞAN, Mr. Abdulkerim FIRAT, and Mr. Mehmet ERDOĞAN have resolved to provide resources to our Company through a private placement capital increase. Within this scope:
1. Provided that it remains within the registered capital ceiling of TRY 24,000,000,000, it has been resolved to increase the issued capital of TRY 5,323,560,210, consisting of shares with a nominal value of TRY 1 each, by an amount corresponding to the total nominal capital to be calculated based on the share sale price to be determined in accordance with Borsa İstanbul A.Ş.'s Procedure on Wholesale Transactions dated 30/12/2015 and numbered 04.PRO.03, with the total sale proceeds amounting to TRY 5,000,000,000, in cash, fully, without any collusion, and with the pre-emptive rights of the existing shareholders completely restricted,
2. That all of the shares to be issued as a result of the capital increase shall be sold, without a public offering, to Mr. Fatih ERDOĞAN, Mr. Abdulkerim FIRAT, and Mr. Mehmet ERDOĞAN in equal amounts through private placement sales in accordance with the wholesale transaction procedures of Borsa İstanbul A.Ş. equity market, and that an application shall be made to the Capital Markets Board ("CMB") for the approval of the issuance certificate to be prepared for this purpose,
3. That the B group shares to be issued in return for the nominal capital amount corresponding to the fund of TRY 5,000,000,000 total sale proceeds arising from this capital increase shall be non-privileged and eligible for trading on the stock exchange,
4. That the sale price of each share with a nominal value of TRY 1 shall be determined in accordance with Article 7.1 of Borsa İstanbul A.Ş.'s Procedure on Wholesale Transactions dated 30/12/2015 and numbered 04.PRO.03, not being less than the base price determined therein,
5. That the Company management is authorized and assigned to carry out the capital increase transactions, to obtain the necessary approvals, to execute the required actions, and to complete the application processes before the Capital Markets Board, Central Securities Depository (MKK), Borsa İstanbul A.Ş., İstanbul Clearing and Custody Bank (Takasbank), the Ministry of Trade of the Republic of Türkiye, Directorate General of Domestic Trade, and any other relevant authorities and institutions within the framework of the provisions of the Turkish Commercial Code No. 6102, the Capital Markets Law No. 6362, and the relevant communiqués and regulations.
The resolution has been unanimously adopted by the participants.
As of 26.08.2025, an application has been submitted to the CMB. Further information will be provided as developments occur regarding the process.
This is submitted for the information of our investors and the public.
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.
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