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Central Securities Depository & Trade Repository of Türkiye
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General Assembly Invitation | ||||||||||||||||||
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Agenda Items | ||||||||||||||||||
1 - Opening and establishment of the meeting chairmanship, granting authorization to the Chairmanship to sign the General Assembly documents, | ||||||||||||||||||
2 - Regarding the partial demerger to be discussed under agenda item 3; informing the shareholders about the Right to Examine, the Partial Demerger Report, the Partial Demerger Agreement, the Certified Public Accountant Report, and the financial reports within the scope of the Turkish Commercial Code No. 6102 ("TCC"), and informing them that no right of separation has arisen pursuant to the Capital Markets Board's ("CMB") Communiqué No. II-23.3 on "Common Principles Regarding Material Transactions and Right of Separation", | ||||||||||||||||||
3 - Discussion and approval of the Partial Demerger Agreement, Joint Partial Demerger Report, Certified Public Accountant Report, which were prepared in accordance with Articles 159 to 179 of the Turkish Commercial Code regulating the demerger process, the Capital Markets Law, the Capital Markets Board's Communiqué No. II-23.2 on Mergers and Demergers, the Trade Registry Regulation, and other relevant legislation, and which foresee the transfer of the "FİLE Market İşletmesi" registered in our Company's assets to FİLE Market Mağazacılık A.Ş. through a partial demerger via the subsidiary model, | ||||||||||||||||||
4 - Discussion and approval of the transfer of the "FİLE Market İşletmesi," registered in our Company's assets, to FİLE Market Mağazacılık A.Ş., registered with the Istanbul Trade Registry Office under the registration number 1074994, as a result of the aforementioned partial demerger, | ||||||||||||||||||
5 - Discussion and approval of the issuance of 564,206,465 new shares, each with a nominal value of 0.01 TL, totaling a nominal value of 5,642,064.65 TL, to be granted to our Company in exchange for the transfer of the FİLE Market İşletmesi as a result of the aforementioned partial demerger, through a capital increase to be carried out in FİLE Market Mağazacılık A.Ş., | ||||||||||||||||||
6 - Discussion and approval of issue that no capital decrease is required for our Company due to the fact that the shares to be issued by FİLE Market Mağazacılık A.Ş. will be given to our Company as a result of the aforementioned partial demerger, | ||||||||||||||||||
7 - Wishes and closing remarks. | ||||||||||||||||||
Corporate Actions Involved In Agenda | ||||||||||||||||||
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Additional Explanations | ||||||||||||||||||
Pursuant to the resolution of the Company's Board of Directors, an Extraordinary General Assembly Meeting will be held on Monday, 30 June 2025 at 10:00 a.m. at the Company headquarters located at Abdurrahmangazi Mah. Ebubekir Cad. No:73 Sancaktepe/İstanbul, to discuss the matters related to the "partial demerger under the simplified procedure through the associate model" between our Company and our 100% subsidiary, FİLE Market Mağazacılık Anonim Şirketi. The invitation to the Extraordinary General Assembly, the agenda, the sample proxy form, and the Information Document for the Extraordinary General Assembly Meeting, prepared in accordance with the regulations of the Capital Markets Board, are enclosed herewith. In the event of a contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail. |
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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