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Conclusion Section of "Report on Ongoing and Continuous Transactions Between Ziraat GYO and Its Related Parties" which is prepared as per Article 10 of the Capital Markets Board's Communique No. II-17.1 on Corporate Governance is submitted below for our shareholders' information.
"According to Article 10 of the Capital Markets Board's (CMB) Communique on Corporate Governance (II-17.1), the rental income of Ziraat GYO, derived from ongoing and continuous leasing transactions with Ziraat Bankası A.Ş. in 2025, has exceeded 10% of the company's annual revenue disclosed in its 2025 financial statements, as anticipated. It is also anticipated that this ratio will exceed 10% in the 2026 fiscal period.
All real estate leasing transactions involving Ziraat Bankası A.Ş., including existing leasing agreements, are carried out in accordance with the leasing contract terms, prevailing legislations, rental appraisal reports and market conditions. In this context, Appraisal Reports for the assets in the Company's real estate portfolio are prepared and announced to the public. Leasing transactions are carried out within the limits set forth in these reports and in compliance with the provisions of the Communique on Principles Concerning Real Estate Investment Trusts, Series III No 48.1.
As stated in our Public Disclosure Platform (KAP) announcement dated 31.12.2024, some of the real estate properties acquired from our main shareholder, Ziraat Bankası A.Ş., through in-kind capital contributions or acquisitions and on which projects are being developed, have been sold to the Bank at their current appraisal values; furthermore, an agreement has been reached for the sale of other properties, whose project processes are ongoing, to the Bank at their current appraisal values following the completion of their constructions.
In this context, the Gaziosmanpaşa and Göztepe buildings, whose construction was completed in 2025, were sold to Ziraat Bankası at a price exceeding their fair market value as determined in the current appraisal reports. These two sales transactions, in terms of their amounts, reached more than 10% of the revenue generated according to our Company's most recently announced annual financial statements. The transaction prices were determined in accordance with market conditions and comparable transactions.
Furthermore, as stated in the Public Disclosure Platform (KAP) notification, following the sale to Ziraat Bank of the 8 properties included in our portfolio using the same method and whose construction is ongoing, it is projected that the total amount of these transactions will exceed 10% of the Company's revenue in its its most recently announced annual financial statements in the 2026 fiscal year. The terms of these sales will be determined in accordance with current valuation reports, market conditions, and comparable values, as in previous transactions.
Respectfully announced 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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