Summary Info
Board of Directors' Resolution and Information Documents Regarding the Extraordinary General Assembly Meeting
Update Notification Flag
Yes
Correction Notification Flag
No
Postponed Notification Flag
No
General Assembly Invitation
General Assembly Type
Extraordinary
Decision Date
25.07.2025
General Assembly Date
29.08.2025
General Assembly Time
11:00
Record Date (Deadline For Participation In The General Assembly)
28.08.2025
Country
Turkey
City
KOCAELİ
District
DİLOVASI
Address
Dilovası Organize Sanayi Bölgesi, 1. Kısım, Liman Caddesi, No:7, Dilovası-KOCAELİ
Agenda Items
1 - Opening, the election of the Presidential Board
2 - In connection with the spin-off transaction to be discussed under agenda item 4, shareholders will be informed—within the scope of the Turkish Commercial Code No. 6102—about the Notice of the Right to Review, the Announcement Text approved by the Capital Markets Board, the Spin-Off Report, the Spin-Off Plan, the Expert Institution Report, and the financial statements.
3 - Within the scope of the spin-off to be discussed under agenda item 4, shareholders will be informed that no right of exit has arisen pursuant to the Capital Markets Board's Communiqué No. II-23.3 on "Common Principles Regarding Significant Transactions and the Right of Exit."
4 - Reading, discussion, and resolution of the Board of Directors' proposal regarding the spin-off transaction to be carried out in accordance with the provisions of the Turkish Commercial Code, the Corporate Tax Law, the Capital Markets Law, and other applicable legislation, whereby Polisan Holding A.Ş.'s shares in Rohm and Haas Kimyasal Ürünler Üretim Dağıtım ve Ticaret A.Ş. and Polisan Kansai Boya Sanayi ve Ticaret A.Ş. shall be transferred to a newly established company, Marmara Holding A.Ş., under a share transfer model to the shareholders; together with the Spin-Off Plan and Spin-Off Report dated July 18, 2025.
5 - Provided that the necessary legal approvals have been obtained, discussion and resolution of the Board of Directors' resolution dated July 16, 2025, regarding the reduction of the Company's issued capital from TRY 3,774,776,170 to TRY 758,500,000 due to the spin-off, and the amendment of Article 7 of the Company's Articles of Association titled "Capital" in accordance with the provisions of the Turkish Commercial Code and capital markets legislation, as set forth in the annex.
6 - Closing
Corporate Actions Involved In Agenda
Demerger
General Assembly Invitation Documents
Appendix: 1
Polisan Holding_Esas Sözleşme Tadil Metni.pdf - Other Invitation Document
Appendix: 2
Yeni Şirket - Esas Sözleşme Taslağı.pdf - Other Invitation Document
Additional Explanations

Pursuant to the Board of Directors' resolution dated 25 July 2025 and numbered 2025/34, the Extraordinary General Assembly Meeting of our Company will be held on Friday, 29 August 2025 at 11:00 a.m. at the Company headquarters located at Dilovası Organize Sanayi Bölgesi, 1. Kısım, Liman Caddesi, No:7, Dilovası-KOCAELİ, to discuss and resolve the agenda items below.