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Bonus Issue
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Other Aspects To Be Notified
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Additional Explanations
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Pursuant to Article 390/4 of the Turkish Commercial Code the Board of Directors resolved that;
1.
Within the registered capital ceiling of our Company amounting to TRY 400,000,000 (four hundred million Turkish Lira), to increase the issued capital of TRY 270,000,000 (two hundred seventy million Turkish Lira), pursuant to the provision set forth in paragraph 6 of Article 6 of the Communiqué on the Registered Capital System No. II-18.1 of the Capital Markets Board, which states that "within each ceiling, the registered capital ceiling may be exceeded on a one-off basis through the addition of any kind of internal resources and profit to capital, and as a result of transactions requiring a general assembly resolution such as mergers, demergers and similar transactions," by 462.962962962963%, fully covered from internal resources, by way of an increase of TRY 1,250,000,000 corresponding to a total of 125,000,000,000 shares each having a nominal value of TRY 0.01, thereby increasing the issued capital to TRY 1,520,000,000;
2.
According to the financial statements of our Company prepared in accordance with Tax Procedure Law No. 213 and Turkish Financial Reporting Standards, the entire capital increase amounting to TRY 1,250,000,000 to be made from internal resources shall be covered by Capital Adjustment Differences;
3.
Pursuant to paragraph 3 of Article 16 of the Communiqué on Shares No. VII-128.1 of the Capital Markets Board; the Company's prior years' losses stated in the financial statements prepared in accordance with the Turkish Financial Reporting Standards, of which is the being the lower of the prior years' losses recorded in the Company's statutory books and records and the prior years' losses stated in the latest publicly disclosed financial statements prepared in accordance with the Turkish Financial Reporting Standards, shall be offset against the "Capital Adjustment Differences" stated in the financial statements which likewise prepared in accordance with the Turkish Financial Reporting Standards, and this matter shall be submitted for the information and approval of the shareholders at the first General Assembly meeting to be held.
4.
The shares to be issued due to the capital increase, in accordance with the Communiqué on the Registered Capital System No. II-18.1 of the Capital Markets Board, shall be distributed free of charge to the existing shareholders in proportion to their participation ratios in the Company's capital, duly in book-entry form at the Central Securities Depository (Merkezi Kayıt Kuruluşu) within the framework of the provisions of the capital markets legislation regarding the dematerialized system;
5.
In relation to the capital increase to be made from internal resources, Article 6 of the Articles of Association titled "Capital" shall be amended in the form attached to this resolution, in accordance with the provisions of the Turkish Commercial Code and the Capital Markets Legislation;
6.
All necessary actions shall be taken before, primarily, the Capital Markets Board, as well as the Central Securities Depository Inc. (Merkezi Kayıt Kuruluşu A.Ş.), Borsa İstanbul A.Ş., and other relevant public institutions and organizations, in connection with the realization of the bonus capital increase from internal resources and the approval of the issuance certificate relating to the shares to be issued in the capital increase and the amendment draft of Article 6 of the Articles of Association titled "Capital";
7.
This resolution shall be announced on the Public Disclosure Platform on the same day;
8.
This resolution shall be registered with the Istanbul Trade Registry Office, announced in the Turkish Trade Registry Gazette, and all necessary actions in this regard shall be taken.
Respectfully submitted to the public.
This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.
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