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Additional Explanations
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1.
Our Board of Directors has resolved that; our Company merges with TAV Esenboğa Yatırım Yapım ve İşletme Anonim Şirketi, a direct subsidiary of our Company which our Company owns the entire (100%) of the shares comprising its share capital as its sole shareholder within the structure of our Company by acquiring the entire of its assets and liabilities pursuant to article 136 and the relevant consequent articles of Turkish Commercial Code no. 6102 ("TCC"), articles 19 and 20 of Corporate Tax Law no. 5520, related articles of Capital Market Law no. 6362 ("CML"), Communiqué On Merger and Demerger (II-23.2) by Capital Market Board ("CMB"), as our Company is a company subject to CML, it is a publicly held company and its shares are listed Borsa İstanbul A.Ş., and provisions of other related legislation ("Merger Transaction"),
2.
The Merger Transaction is carried out pursuant to articles 155 and 156 of TCC and those provisions of Communiqué On Merger and Demerger (II-23.2) by CMB that are relating to merger "via facilitated merger method" since our Company is the sole shareholder of TAV Esenboğa Yatırım Yapım ve İşletme Anonim Şirketi, which will be acquired and our Company holds the entire of its shares having voting rights and since the share capital of our Company will not be increased,
3.
Board of Directors report specified in article 147 of Turkish Commercial Code will not be prepared, independent audit report and merger report will not be prepared and expert institution opinion will not be obtained as stated under article 13/2 of the Communiqué On Merger and Demerger numbered II-23.2 by Capital Market Board since the Merger Transaction will be implemented via facilitated merger method pursuant to article 13 of the Communiqué On Merger and Demerger numbered II-23.2 by Capital Market Board,
4.
The Merger Transaction will not be subject to Communiqué on Transactions Categorised as Important and Appraisal Right numbered II-23.3 by Capital Market Board and "Appraisal Right" will not arise with respect to the shareholders of our Company as stated under article 15/ç thereof,
5.
The share capital of our Company will not be increased due to the Merger Transaction and the Merger Transaction will not have any effect on the financial statements or it will not cause any outflow of funds,
6.
Since the articles of association of our Company will not be amended due to the Merger Transaction, our Company will not be required to apply to the Ministry of Commerce pursuant to the Communiqué on Increase by Joint Stock Companies and Limited Companies of their Share Capitals to Minimum Amounts and Determination of Such Companies the Incorporation and Amendment of Articles of Association of Which Are Subject to Permission,
7.
Application will be made to Capital Market Board for its approval in relation to the Merger Transaction pursuant to the Communiqué On Merger and Demerger numbered II-23.2 by preparing the announcement text, merger agreement and the other information and documents required by the said Communiqué in relation to the applications for a merger transaction,
8.
The financial statements dated 30 June 2025 prepared by the Companies which are the parties to the Merger Transaction in accordance with the arrangements of Capital Market Board relating to the accounting standards will be taken into consideration under the application to be made to Capital Market Board regarding the Merger Transaction,
9.
After obtaining of the approval of the Capital Market Board for the merger transaction, the merger agreement to be executed between our Company and TAV Esenboğa Yatırım Yapım ve İşletme Anonim Şirketi will be submitted for the approval of the board of directors of our Company without submitting it for the approval of the general assembly of shareholders of our Company,
10.
Authorised persons determined by our company will jointly represent our Company for the execution and signing of the documents and petitions to be executed signed and delivered to all related official authorities and institutions in relation to the Merger Transaction, including without limitation the merger agreement and announcement text regarding the merger.
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