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Additional Explanations
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At the meeting of our Company's Board of Directors held on 31 December 2025, the following resolutions were unanimously adopted: 1) Within the framework of Articles 19 and 20 of the Corporate Tax Law No. 5520, the relevant provisions of the Turkish Commercial Code No. 6102 ("TCC"), and the Capital Markets Board's Communiqué on Mergers and Demergers No. II-23.2 ("Communiqué"), it was resolved that our Company shall merge with DIGH Maslak İnşaat Proje Danışmanlık Limited Şirketi ("DIGH Maslak"), our wholly owned subsidiary, through the acquisition of all assets and liabilities of DIGH Maslak as a whole at their book values, by way of dissolution without liquidation; 2) To base the merger transaction on the financial statements dated 30 September 2025; 3) As all shares representing the capital of DIGH Maslak and all voting rights thereof are currently owned by our Company and no change will occur in the capital of our Company, pursuant to Articles 155 and 156 of the TCC and Article 13 of the Communiqué: - To carry out the merger as a simplified merger, - Not to prepare an independent audit report, an expert institution report, or a Board of Directors' report regarding the merger, - Not to grant the right of inspection regulated under Article 149 of the TCC, - Not to submit the merger agreement for the approval of our Company's general assembly, - Not to grant any appraisal (exit) right in the merger transaction, as no exit right arises pursuant to subparagraph (ç) of the first paragraph of Article 15 of the Capital Markets Board's Communiqué No. II-23.3 on Material Transactions and Exit Rights; 4) Pursuant to subparagraph (b) of the first paragraph of Article 20 of the Corporate Tax Law No. 5520, to undertake, by way of a letter of undertaking to be attached to the corporate tax return to be submitted due to the merger, that our Company shall pay the accrued and future tax liabilities of DIGH Maslak and duly perform its other obligations; 5) To approve the Merger Agreement dated 31 December 2025 prepared in relation to the transactions listed above; 6) To obtain the necessary approvals from the Capital Markets Board and other relevant authorities for the transactions listed above; 7) Following the receipt of the said approvals, to apply to the Istanbul Trade Registry Directorate for the registration of the merger transaction. Within this scope, the necessary application was submitted to the Capital Markets Board on 31 December 2025 together with the attached documents. Respectfully submitted for the information of the general public and investors.
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