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Additional Explanations
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The Board of Directors of our Company convened at the company headquarters and resolved the following unanimously:
-Pursuant to Articles 19 and 20 of the Corporate Tax Law No. 5520, the relevant provisions of the Turkish Commercial Code No. 6102 ("TCC"), and the Communiqué on Mergers and Demergers No. II-23.2 of the Capital Markets Board ("Communiqué"), the merger of our Company with GG Real Estate Development Construction Management Inc. ("GG Real Estate") by acquiring all of its assets and liabilities as a whole based on their book values and dissolving without liquidation,
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The financial statements dated 30.06.2024 will be used as the basis for the merger process,
-Since all the shares representing the capital and voting rights of GG Real Estate are currently owned by our Company and no change will occur in our Company's capital, under Articles 155 and 156 of the Turkish Commercial Code and Article 13 of the Communiqué:
-The merger will be carried out in a simplified manner,
-No independent audit report, expert institution report, or Board of Directors report regarding the merger will be prepared,
-The right to examine, as regulated under Article 149 of the TCC, will not be granted,
-The merger agreement will not be submitted for the approval of our Company's general assembly, and since the right of withdrawal does not arise under subparagraph (ç) of the first paragraph of Article 15 of the Capital Markets Board's Communiqué on Significant Transactions and the Right of Withdrawal No. II-23.3, the right of withdrawal will not be granted during the merger,
-Under subparagraph (b) of the first paragraph of Article 20 of the Corporate Tax Law No. 5520, our Company will guarantee that the accrued and accruing tax liabilities of GG Real Estate will be paid and that its other obligations will be fulfilled, through a commitment to be attached to the corporate tax return to be filed due to the merger,
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The merger agreement dated 16/09/2024, prepared regarding the aforementioned transactions, was approved,
-Necessary permits will be obtained from the Capital Markets Board and other relevant authorities for the above-mentioned transactions.
In this regard, the necessary application was submitted to the Capital Markets Board on 16.09.2024 with the attached documents.
We hereby present this information to the public.
Sincerely,
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