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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 | |||||||||||||||||||||
At the meeting of our Board of Directors held on 24.08.2026, based on the authority granted by Article 6 of the Company's Articles of Association titled "Capital"; for the purposes of contributing to the Company as capital the sale proceeds to be derived from the publicly disclosed transaction regarding the sale of 175,000,000 shares of our Company, supporting the Company's sustainable growth strategy and strengthening its financial structure; with the funds to be raised through the capital increase to be used for the repayment of financial debts and for meeting working capital needs; It has been resolved that: The Company's issued capital of TL 2,178,000,000 shall be increased, within the registered capital ceiling of TL 10,000,000,000, through private placement with the pre-emptive rights of the existing shareholders being fully restricted, against the receivable to arise from the amount to be transferred in cash by İbrahim AKKUŞ to our Company as an advance for capital, in cash, in full and free from any collusion, by a total nominal capital amount to be calculated based on the share sale price to be determined at a premium within the framework of the Procedure on Wholesale Purchase and Sale Transactions of Borsa İstanbul A.Ş. (the "Procedure"), in a manner generating total sale proceeds of TL 3,000,000,000 (three billion Turkish Liras), New Group (B) shares, each with a nominal value of TL 1, non-privileged and tradable on the Exchange, shall be issued to represent the capital to be increased, All of the shares to be issued shall be sold to İbrahim AKKUŞ through the private placement method, without a public offering, to be set off against the receivable arising from the advance for capital, The sale of shares through private placement shall be carried out by way of wholesale transaction on the relevant market of Borsa İstanbul A.Ş. pursuant to the fourth paragraph of Article 13 of the Communiqué on Shares No. VII-128.1 of the Capital Markets Board (the "CMB"), and the share sale price shall be determined at no less than the base price to be established in accordance with the principles set out in Article 7.1 of the Procedure, An application shall be filed with the CMB for the approval of the capital increase through private placement and of the Issuance Certificate to be prepared. It is envisaged that the entirety of the sale proceeds to be derived from the publicly disclosed transaction regarding the sale of 175,000,000 shares of our Company will be transferred to our Company as an advance for capital to be used in this capital increase through private placement. The Report containing the details regarding the use of proceeds will be separately disclosed to the public. The issued capital to be reached upon the capital increase and the number of shares to be issued will be finalized following the determination of the share sale price; advance for capital payments and developments in the process will be shared with the public. We hereby submit the above for the information of our investors and 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.