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Additional Explanations
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Pursuant to the resolution of the Board of Directors of our Company dated 04.09.2025, an application was submitted to the Capital Markets Board on 04.09.2025 regarding the transfer of the Astor Şarj Business Unit, which operates within our Company, to a newly established company to be incorporated under the trade name ASTOR ŞARJ A.Ş., through a partial demerger carried out under the simplified procedure within the scope of the subsidiary model. Pursuant to the resolution of the Board of Directors of our Company dated 15.12.2025, in accordance with Article 6 of the Capital Markets Board's Communiqué No. II-23.2 on Mergers and Demergers, which stipulates that the period between the financial statements to be taken as a basis for the review of the demerger transaction and the general assembly meeting approving the demerger may not exceed six months, it has been resolved to update the partial demerger application to be submitted to the Capital Markets Board based on the financial statements and reports dated 30.09.2025.
Within this scope, the Demerger Plan, Demerger Report, the Company's independently audited financial statements for the last three years, and the financial statements dated 30.09.2025 shall be made available for the examination of shareholders in accordance with the Turkish Commercial Code and Capital Markets Board regulations.
As the company to be newly established through the demerger, ASTOR ŞARJ A.Ş., will be a wholly owned subsidiary of our Company, no cash outflow will occur; therefore, there is no need for a capital reduction. In addition, since the demerger will be carried out through the simplified demerger procedure, it is not required to obtain an independent audit report or an expert institution opinion.
Furthermore, as a result of the evaluation conducted within the scope of the Capital Markets Board's Communiqué No. II-23.3 on Material Transactions and the Right of Separation, it has been determined that the transaction does not constitute a material transaction under the Communiqué and, accordingly, does not give rise to any right of separation for shareholders. This matter will be presented for the information of shareholders at the General Assembly Meeting at which the Partial Demerger Report will be discussed.
The above resolutions were adopted unanimously. Within this framework, an application was submitted to the Capital Markets Board on 16.12.2025 for the approval of the Announcement Text. The information and documents regarding the demerger will also be published on the corporate website of our Company (www.astoras.com.tr ). Respectfully announced to the public and our investors. |
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