Copyright © 2025 KAP
Central Securities Depository & Trade Repository of Türkiye
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General Assembly Invitation | ||||||||||||||||||
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Agenda Items | ||||||||||||||||||
1 - Opening of the meeting, formation of the Chairmanship of the Meeting and a moment of silence, | ||||||||||||||||||
2 - Authorization of the Chairmanship of the Meeting to sign the minutes of the General Assembly Meeting, | ||||||||||||||||||
3 - Reading and discus3 - Providing information to the shareholders regarding the Announcement on the Right of Inspection, the Announcement on the Protection of Creditors, the Demerger Report, the Demerger Plan and the Disclosure Text, prepared pursuant to the Turkish Commercial Code No. 6102, within the scope of the partial demerger to be carried out through the simplified method under the subsidiary model for Astor Charging Operations within our Company, which will be submitted to the approval of the General Assembly,sing the Independent External Auditors Report | ||||||||||||||||||
4 - Providing information to the shareholders regarding the Board of Directors Statement declaring that no right of exit (dissenting shareholder right) arises pursuant to the Capital Markets Board Communiqué No. II-23.3 on "Material Transactions and the Right of Exit" within the scope of the partial demerger, | ||||||||||||||||||
5 - Reading of the Demerger Report and Demerger Plan dated 15.12.2025, which were prepared in accordance with the relevant legislation regarding the partial demerger through the simplified method under the subsidiary model, whereby the charging network operation within the Company shall be carved out from the Company's main operations and transferred—together with all its assets and liabilities calculated based on their net book values as of 30.09.2025—to a newly incorporated company under the trade name Astor Şarj Anonim Şirketi, to be established as a 100% subsidiary of our Company; and submission of the Board of Directors' proposal regarding the partial demerger to the approval of the General Assembly, | ||||||||||||||||||
6 - Discussion and approval of the articles of association of the newly established company, Astor Şarj Anonim Şirketi, | ||||||||||||||||||
7 - Wishes and opinions, closing. | ||||||||||||||||||
Corporate Actions Involved In Agenda | ||||||||||||||||||
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Additional Explanations | ||||||||||||||||||
In order to obtain approval for the partial spin-off under the simplified procedure of Astor Şarj, which operates within our Company, together with all its assets and liabilities, an application was submitted to the Capital Markets Board of Türkiye (CMB) on September 4, 2025. Pursuant to the CMB's Communiqué No. II-23.2 on Mergers and Demergers, our application has been reviewed, and the announcement text prepared regarding the spin-off transaction was approved on December 26, 2025. The announcement regarding the right of examination related to the spin-off transaction was published in the Turkish Trade Registry Gazette dated December 30, 2025 and numbered 11490. Within this framework, in order to discuss the Board of Directors' proposal regarding the partial spin-off under the simplified procedure through the subsidiary model and to submit it to the approval of the General Assembly, an Extraordinary General Assembly Meeting will be held on Friday, February 27, 2026, at 10:00 a.m., at Alcı OSB Mahallesi, 2001. Cadde No:5A, Sincan / Ankara. We hereby present this information to the public and our investors. (In case of any discrepancy between this disclosure and its English translation, 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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