At the meeting of the Board of Directors of our Company held on July 2, 2026, the following resolutions were unanimously adopted by the members present, with the aim of reducing indebtedness and strengthening the Company's financial structure in line with its long-term strategy: - To increase the Company's issued share capital, currently amounting to TRY 8,430,000,000, consisting of 843,000,000,000 shares, each with a nominal value of TRY 0.01 (one kuruş), within the registered capital ceiling of TRY 25,000,000,000, by an amount corresponding to the total nominal value of shares to be calculated based on the share sale price to be determined in accordance with the Block Sale Transactions Procedure of Borsa İstanbul A.Ş., so as to generate total net sale proceeds of TRY 2,380,000,000, through a cash capital increase, with the pre-emptive rights of the existing shareholders being fully restricted, and in a manner that is fully paid in cash and free from any collusion,
- To allocate all shares representing the increased capital, without a public offering, to the existing shareholder Ordu Yardımlaşma Kurumu Oyak Genel Müdürlüğü ("OYAK") through a private placement by way of the wholesale transaction procedures of the Borsa İstanbul A.Ş. Equity Market, in consideration of the capital advance of TRY 2,380,000,000, to be fully paid in cash by OYAK to the Company, and to apply to the Capital Markets Board of Türkiye ("CMB") for the approval of the issuance certificate to be prepared for this purpose,
- To issue, in connection with the capital increase, non-privileged and Borsa-tradable shares corresponding to the nominal capital amount represented by the fund equal to the total net sale proceeds of TRY 2,380,000,000,
- To determine the sale price of each share with a nominal value of TRY 0.01 (one kuruş) at a level not lower than the base price calculated in accordance with the principles set forth in the Block Sale Transactions Procedure of Borsa İstanbul A.Ş.,
- To complete all necessary procedures, including the registration and announcement by the Gebze Trade Registry Directorate of this resolution and the Board of Directors' report prepared pursuant to Article 461 of the Turkish Commercial Code No. 6102, attached hereto, as well as the disclosure thereof on the Public Disclosure Platform (KAP),
- To authorize and empower the Company's management to carry out all necessary applications and notifications to the Capital Markets Board of Türkiye (CMB), Central Securities Depository of Türkiye (Merkezi Kayıt Kuruluşu A.Ş.), Borsa İstanbul A.Ş., Takasbank (İstanbul Takas ve Saklama Bankası A.Ş.), the Ministry of Trade of the Republic of Türkiye, and all other relevant authorities and institutions, without limitation, and to complete all required approvals, applications and procedures in connection with the capital increase, in accordance with the Turkish Commercial Code No. 6102, the Capital Markets Law No. 6362, and the applicable legislation.
The capital advance amounting to TRY 2,380,000,000 transferred by OYAK has been credited to the Company's bank accounts.
The necessary applications regarding the private placement capital increase will be submitted promptly, and further developments will be announced in accordance with the applicable legal regulations and legislation.
In the event of any discrepancy between the Turkish and English versions of this disclosure, the Turkish version shall prevail.
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