Copyright © 2025 KAP
Central Securities Depository & Trade Repository of Türkiye
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Additional Explanations | |||||||||||||||||||||||||||||||||||||||||||
At the Board of Directors' Meeting of our Company dated 07.04.2026; Pursuant to Articles 19 and 20 of the Corporate Tax Law No. 5520 ("CTL"), the Turkish Commercial Code No. 6102 ("TCC"), the Capital Markets Law No. 6362 ("CML") and the Capital Markets Board Communiqué II-23.2 on Mergers and Demergers ("Communiqué on Mergers and Demergers"); 1. It has been resolved to carry out the merger of our wholly-owned subsidiaries, Altunizade Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret Anonim Şirketi ("Altunizade Gayrimenkul"), registered with the Ankara Trade Registry Directorate under registration number 351701, and Kurtköy Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret Anonim Şirketi ("Kurtköy Gayrimenkul"), registered with the Ankara Trade Registry Directorate under registration number 285328, by transferring all of their assets and liabilities as a whole to our Company through a simplified merger, whereby they shall be dissolved without liquidation and absorbed by our Company; 2. To carry out the merger transaction based on the financial statements of the companies party to the merger dated 31.12.2025; 3. Pursuant to Article 13/2 of the Communiqué on Mergers and Demergers, due to the merger being carried out through the simplified merger procedure, not to prepare a merger report and not to obtain an independent audit report or an opinion from an expert institution; 4. Pursuant to Article 15/ç of the Capital Markets Board's Communiqué II-23.3 on Material Transactions and Exit Right, to determine that no Exit Right shall arise for our shareholders and that the share capital of our Company shall not be increased as a result of the merger; 5. Pursuant to Article 156 of the TCC, not to exercise the right of inspection regulated under Article 149 of the TCC; 6. Pursuant to Article 156 of the TCC, not to submit the merger transaction to the approval of the general assembly; 7. To approve, without submitting them to the approval of the general assembly, the Merger Agreement dated 07.04.2026 signed between our Company and Altunizade Gayrimenkul, and the Merger Agreement dated 07.04.2026 signed between our Company and Kurtköy Gayrimenkul, which were prepared and executed in relation to the above-mentioned transactions; 8. To apply to the Capital Markets Board for approval with the announcement texts, merger agreements prepared pursuant to the Communiqué on Mergers and Demergers, and the other information and documents required for the merger transaction applications envisaged under the Communiqué; 9. To authorize and assign the management of our Company with respect to the execution of the necessary actions and transactions and the obtaining of the required permits, and it has been unanimously resolved by those present. Accordingly, together with the aforesaid Board of Directors' resolution and the other application documentation prepared within the scope of the Communiqué on Mergers and Demergers, our Company applied to the Capital Markets Board on the same date (07.04.2026) for approval of the merger of our wholly-owned subsidiaries Altunizade Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş. and Kurtköy Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş. within our Company through the Simplified Merger procedure. In this context, the application submitted to the Capital Markets Board on 7 April 2026 was approved by the Capital Markets Board on 1 July 2026. The merger of Altunizade Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş. into the Company through the simplified merger procedure was registered with the Ankara Trade Registry Directorate on 21 July 2026. The registration process regarding the merger of Kurtköy Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş. into the Company through the simplified merger procedure is still ongoing. Within the scope of the merger transaction, the CMB approved announcement text and merger agreement are attached hereto. Respectfully announced to the public.
The English translation of this disclosure is attached. In case of any discrepancy between the Turkish and English versions, 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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