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Additional Explanations
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At the Board of Directors meeting of our company held on 20.11.2024;
in accordance with the merger of our 100% subsidiary Tukaş Dış Ticaret Anonim Şirketi with all its assets and liabilities in a facilitated manner by transferring them to our Company in the form of ashes;
1. Our company is subject to Article 136 et seq. of the Turkish Commercial Code. the provisions of articles 18, 19 and 20 of the Corporate Tax Code. in accordance with the provisions of the articles and other provisions of legislation related to Capital Market Legislation, our Company, registered with the Torbalı Trade Registry Directorate with registration number 5304, acquired its affiliate partner Tukaş Foreign Trade Joint Stock Company (100%) with all its assets and liabilities in the form of ash, merged it within our Company ("Transaction") in a facilitated procedure as of the partnership structure, preparing a merger agreement and other related documents for this purpose,
2. The transaction is to be carried out on the basis of the financial statements of the companies participating in the transaction prepared in accordance with the relevant regulations of the CMB dated 31/12/2024 on the basis of,
3. 13 Of the Capital Markets Board's Merger and Division Communiqué numbered II-23.2. in accordance with Article 147 of the Turkish Commercial Code, due to the fact that the merger will be carried out by the merger method under the facilitated procedure. failure to prepare the Board of Directors report contained in the article, failure to prepare an independent audit report and a merger report in accordance with Article 13/2 of the Merger and Division Communiqué II-23.2 of the Capital Markets Board, and failure to obtain the opinion of an expert organization,
4. That the transaction will not fall within the scope of the Capital Markets Board's Communiqué II-23.3 "Transactions of a Significant Nature and the Right to Secede" and that the "Right to Secede" will not arise for our shareholders in accordance with Article 15/o,
5. The capital of our Company will not be increased due to the merger; the merger transaction will not affect the financial statements and will not cause any outflow of funds,
6. In this context, in accordance with the Capital Markets Board's Merger and Division Communiqué II-23.2 ("Communiqué"), the announcement text, merger agreement and other necessary information and documents for applications for the merger transaction stipulated by the Communiqué should be prepared and applied to the Capital Markets Board for approval,
7. After obtaining approval for the merger transaction from the Capital Markets Board, the Merger Agreement to be signed between the parties must be submitted for the approval of the Board of Directors without being submitted for the approval of the general assembly Dec,
8. To authorize the Company management to execute all kinds of applications, announcements, permits of other institutions and organizations and all other transactions to be made related to the Transaction within the scope of this decision, including but not limited to those listed in the above articles
the decision has been made.
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