Copyright © 2025 KAP
Central Securities Depository & Trade Repository of Türkiye
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At the Board of Directors meeting of our Company held on 18.04.2025: The Board of Directors of Logo Yazılım Sanayi ve Ticaret Anonim Şirketi (the "Company") has, without holding a meeting, unanimously resolved on the following matters in accordance with Article 390/4 of the Turkish Commercial Code No. 6102 ("TCC"): Pursuant to Articles 155/1(a) and 156 of the TCC and other relevant provisions, Articles 18, 19 and 20 of the Corporate Tax Law, and Article 13 of the Capital Markets Board Communiqué on Merger and Demerger No. II-23.2: 1. to initiate a merger transaction whereby Elba HR İnsan Kaynakları Eğitim ve Danışmanlık Anonim Şirketi ("Elba"), a subsidiary in which the Company holds 100% of the shares, registered with the Gebze Trade Registry under number 32718 and headquartered at Gebze OSB Mahallesi Şahabettin Bilgisu Cad. 1 Apt. 10: 609/1 Gebze/Kocaeli, shall be acquired by the Company by way of merger through the transfer of all of its assets and liabilities to the Company (the "Merger"); 2. to prepare the merger agreement and other relevant documents; 3. to carry out the Merger based on the financial statements of the parties dated 31/12/2024; 4. not to prepare a board of directors merger report, as the merger will be executed through the simplified procedure in accordance with Article 13 of the Capital Markets Board Communiqué on Merger and Demerger No. II-23.2 and pursuant to Article 147 of the TCC; 5. not to obtain an independent audit report and a valuation report from an expert institution, in accordance with Article 13/2 of the Capital Markets Board Communiqué on Merger and Demerger No. II-23.2; 6. that no "Right of Exit" shall arise for shareholders under Article 15/ç of the Capital Markets Board Communiqué on Common Principles Regarding Significant Transactions and the Retirement Right No. II-23.1, and that the share capital of the Company shall not be increased due to the Merger; 7. that the shareholders' right to review, as set forth under Article 149 of the TCC, shall not be exercised; 8. not to submit the Merger to the approval of the general assembly, in accordance with Article 151 of the TCC; 9. to prepare the announcement text, merger agreement, and other information and documents required under the Capital Markets Board Communiqué on Merger and Demerger No. II-23.2, and to apply to the Capital Markets Board for approval of the Merger; 10. upon obtaining the Capital Markets Board's approval, to submit the Merger Agreement, to be signed between the parties, to the approval of the Board of Directors without submitting it to the general assembly; 11. to prepare the merger agreement and other related documents within the scope of the Merger, to obtain the necessary financial reports for use in various reports and documents, to carry out all transactions required to complete the Merger, and to make all necessary applications before the Gebze Trade Registry and other relevant authorities. resolved unanimously. Our company submitted an application to the Capital Markets Board on 18.04.2025 for the approval of the merger of our Company with its wholly owned subsidiary, Elba HR İnsan Kaynakları Eğitim ve Danışmanlık Anonim Şirketi , through the "Simplified Merger" method. The Merger Agreement and the Announcement Text are enclosed herewith. We hereby inform 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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We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.
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