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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, our Company's Board of Directors has resolved that:
1. By means of the Board of Directors' Resolution of our Company dated 25.03.2026 and numbered 2026/6;
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, and 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;
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, and
In line with the resolution adopted regarding the distribution, in due book-entry form at the Central Securities Depository (Merkezi Kayıt Kuruluşu), free of charge to the existing shareholders in proportion to their participation ratios in the Company's capital, within the framework of the regulations of the Capital Markets legislation concerning the dematerialized system, of the shares to be issued due to the capital increase made fully from internal resources pursuant to paragraph 6 of Article 6 of the Capital Markets Board's Communiqué on the Registered Capital System No. II-18.1,
2. Based on the determination, by means of a Certified Public Accountant's attestation report, that the amount of TRY 1,250,000,000 added to the Company's capital has been transferred from the relevant accounts to the Company's capital account and that the capital increase transaction has thereby been completed, it has been resolved to apply to the Capital Markets Board for the approval of the issuance certificate relating to the shares representing the increased capital of TRY 1,250,000,000 and for the issuance of a favorable opinion on the amended version of the article of the Articles of Association concerning capital, and thereafter to carry out the necessary procedures, including applications to be made before the Central Securities Depository, for the distribution of the shares.
In line with this Board of Directors' Resolution of our Company dated 20.04.2026 and numbered 2026/10, the necessary application has today been filed with the Capital Markets Board Presidency for the approval of the issuance certificate in relation to the capital increase of TRY 1,250,000,000 to be made from the Company's internal resources and for the issuance of a favorable opinion on the amendment draft regarding the article 6, titled "Capital" of the Company's Articles of Association.
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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