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Rights Issue (Via Preemptive Right)
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Other Aspects To Be Notified
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Additional Explanations
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As a result of the discussions and voting held by our Board of Directors regarding the paid-in capital increase, the following resolutions have been adopted:
1. To strengthen our Company's financial position; financing trade payables to non related parties and meet the funding requirements for planned investments, it is resolved to increase our issued capital of TRY 30,636,683 by TRY 91,910,049 (300%) to TRY 122,546,732, to be fully covered in cash (paid-in), based on the authority granted by Article 7 titled "Company Capital" of our Company's Articles of Association, which sets a registered capital ceiling of 450,000,000 TRY.
2. No restrictions will be placed on the pre-emptive rights of existing shareholders, and the new shares will be issued with a nominal value of TRY 0.01 each, allowing shareholders to exercise their pre-emptive rights for 1 lot (100 shares) with a nominal value of TRY 1.00 for a consideration of TRY 1.00.
3. In the capital increase, Group A shares will be issued in exchange for Group A shares, Group B shares in exchange for Group B shares, and Group C shares in exchange for Group C shares.
4. In the capital increase, Group A shares will be issued in exchange for Group A shares, Group B shares in exchange for Group B shares, and Group C shares in exchange for Group C shares:
a. TRY 34,087 nominal value will be issued as Group A and registered shares,
b. TRY 2,461 nominal value will be issued as Group B and registered shares,
c. TRY 91,873,501 nominal value will be issued as Group C and bearer shares.
5. In the capital increase, Group A shares to be issued will be registered-shares and "not traded on the stock exchange"; Group B shares will be registered-shares and "not traded on the stock exchange"; and Group C shares will be bearer-shares and "traded on the stock exchange."
6. The period for exercising pre-emptive rights will be set as 15 days, and if the last day of this period falls on a public holiday, the period for exercising pre-emptive rights will end on the evening of the next business day.
7. The remaining shares after the exercise of pre-emptive rights will be sold at a price not lower than the nominal value on the primary market of Borsa Istanbul A.Ş. for a period of 2 (two) business days on dates to be announced in the Announcement of Sale to Right Holders.
8. If there are still remaining shares following the sale of such shares on the primary market of Borsa Istanbul A.Ş., those shares will be cancelled, and the capital will be registered accordingly.
9. The shares to be issued due to the paid-in capital increase will be distributed to shareholders as dematerialized shares within the scope of the regulations of the Capital Markets Board and the Central Registry Agency (Merkezi Kayıt Kuruluşu A.Ş.) regarding dematerialization, and pre-emptive rights will be exercised within the framework of the dematerialization system.
10. To perform and monitor the necessary actions under this resolution and obtain the required permits, applications will be made to the Capital Markets Board, Borsa Istanbul A.Ş., Central Registry Agency (Merkezi Kayıt Kuruluşu A.Ş.), Istanbul Settlement and Custody Bank (Takasbank), and other relevant authorities, and all necessary documents will be prepared for this purpose.
11. To carry out all necessary actions under this resolution, the required procedures will be conducted before the Capital Markets Board, Central Registry Agency (Merkezi Kayıt Kuruluşu A.Ş.), and all other relevant institutions and organizations, and the company management will be authorized accordingly.
12. Necessary public disclosures will be made in accordance with capital markets regulations regarding the relevant matters mentioned above.
We respectfully announce to the public.
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