Copyright © 2025 KAP
Central Securities Depository & Trade Repository of Türkiye
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It was announced via the Capital Markets Board (CMB) Bulletin dated 21/11/2024 and numbered 2024/53 that the request for approval of the "Announcement Document" prepared regarding the merger of our company with BMB Holding A.Ş., based on the financial statements dated 30.06.2024 and through the "transfer of all assets and liabilities" of BMB Holding A.Ş. as a whole, was approved, and the aforementioned announcement was shared with the public. With regard to the relevant merger transaction, the announcement document approved by the CMB at its meeting dated November 21, 2024 and numbered 60/1664, as well as the Amendment Text to the Articles of Association regarding the proposed changes to Article 6 titled "Capital," have been officially notified to our company and are attached. As part of the merger transaction, the Company has been informed by the Board that, due to the capital increase of TRY 21,582.28 determined in the Expert Institution Report, the Amendment Text to the Articles of Association, approved for changes to Article 6 titled 'Capital,' will be included as a separate agenda item at the general assembly meeting where the merger transaction will be submitted for shareholder approval. Regarding the merger of our company with BMB Holding A.Ş. through acquisition, the documents listed in the second paragraph of Article 8 of the Capital Markets Board's Merger and Division Communiqué numbered II-23.2 will be made available for our shareholders' review for at least thirty days starting from November 28, 2024, prior to the date of the general assembly meeting where the merger transaction will be approved. These documents will be accessible at the company's headquarters located at Pürtelaş Hasan Mah. Meclisi Mebusan Cad. No.37 Beyoğlu/Istanbul, on our corporate website at https://www.borusanboru.com/bmb-holding-birlesmesi, and on the Public Disclosure Platform (www.kap.org.tr). Additionally, the information and documents specified in the first and second paragraphs of Article 8 of the Capital Markets Board's Merger and Demerger Communiqué numbered II-23.2 will remain available on our website for a period of 5 years. Furthermore, in the context of the merger of our company with BMB Holding A.Ş. through acquisition, an announcement regarding the right to review has been published today in the Turkish Trade Registry Gazette in accordance with Article 149 of the Turkish Commercial Code No. 6102. Updates regarding the merger transaction will continue to be shared with the public. The Turkish translation of this disclosure is also available and in case of any discrepancy, 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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