Copyright © 2025 KAP
Central Securities Depository & Trade Repository of Türkiye
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* The nominal capital increase amount to be raised is calculated according to the sale price of the share with a nominal value of 1 TL, which determined in line with Borsa Istanbul A.S.'s Procedure for Wholesale Purchase and Sale Transactions. | |||||||||||||||||||||
Other Aspects To Be Notified | |||||||||||||||||||||
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Additional Explanations | |||||||||||||||||||||
In order to reduce our Company's financial indebtedness, lower financing costs and decreasing the average borrowing interest rate, loan facilities in the amount of USD 65,000,000 have been repaid through capital advances transferred to our Company's accounts by our controlling shareholder Kalyon Teknoloji Yatırımları San. ve Tic. A.Ş. ("Kalyon Teknoloji"), which are non-interest bearing and not subject to any maturity. Pursuant to the resolution of the Board of Directors of our Company dated 01/04/2026 and numbered 2026/03, it has been resolved that: 1) The issued share capital of our Company, currently amounting to TRY 411,441,018, shall be increased, within the registered capital ceiling of TRY 1,876,500,000 and provided that the free float ratio does not fall below 10%, by way of a cash capital increase in an amount corresponding to the nominal value to be calculated based on the share sale price to be determined at a premium under the Wholesale Transactions Procedures of Borsa İstanbul A.Ş. ("BIST"), so as to generate a total sales proceeds of up to TRY 3,500,000,000.00, 2) New shares, each with a nominal value of TRY 1.00 (one Turkish Lira), representing the increased nominal share capital, shall be issued as Group B, bearer, non-privileged and listed shares, 3) All of the newly issued shares shall be sold to Kalyon Teknoloji through the private placement method without public offering, by restricting the pre-emptive rights of the existing shareholders of our Company, and the subscription price of the newly issued shares shall be set off against the funds previously transferred by Kalyon Teknoloji to our Company within the scope of Articles 12/9 and 12/6 of the Communiqué on Shares, together with the amounts utilized as working capital in addition to financial liabilities, 4) An independent certified public accountant (sworn-in financial advisor) report shall be obtained in order to determine the balance of Kalyon Teknoloji in our Company's accounts and the amount to be offset within the scope of the private placement capital increase, and 5) In accordance with Article 10/2 of the Communiqué on Buy-backed Shares, no buy-back or sale transactions shall be carried out under our Company's Share Buyback Program initiated by the Board of Directors' resolution dated 09.12.2025 and currently in effect, until the completion of the capital increase. The English translation of this disclosure has been disclosed to the public simultaneously, and in the event of any discrepancy between the disclosure texts, the Turkish disclosure shall prevail. Respectfully announced to the public. | |||||||||||||||||||||
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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