At the meeting of the Board of Directors of our Company held on 24 August 2026, it was resolved unanimously by those present that:
1. Within the registered capital ceiling of TRY 24,000,000,000, the issued capital of TRY 6,900,847,276, consisting of shares with a nominal value of TRY 1 each, be increased by an amount corresponding to the total nominal value of the shares to be calculated based on the share sale price to be determined in accordance with Borsa İstanbul A.Ş.'s Procedure on Wholesale Transactions dated 30 December 2015 and numbered 04.PRO.03, with the total sales proceeds amounting to TRY 7,500,000,000, by fully restricting the pre-emptive rights of existing shareholders, in cash, fully paid and free from any collusion;
2. All of the shares representing the increased capital be sold, without public offering, through private placement in equal amounts to Fatih ERDOĞAN, Abdulkerim FIRAT and Mehmet ERDOĞAN, by way of a wholesale transaction on the Borsa İstanbul A.Ş. Equity Market in accordance with the applicable wholesale transaction procedures, and that an application be made to the Capital Markets Board of Türkiye (the "CMB") for the approval of the issuance document to be prepared for this purpose;
3. The B Group shares to be issued in connection with this capital increase, corresponding to the nominal capital amount against the total sales proceeds of TRY 7,500,000,000, be non-privileged and eligible for trading on Borsa İstanbul;
4. The sale price of each share with a nominal value of TRY 1 be determined at a price not lower than the base price to be determined in accordance with the principles set forth in Article 7.1 of Borsa İstanbul A.Ş.'s Procedure on Wholesale Transactions dated 30 December 2015 and numbered 04.PRO.03;
5. The Company's management be authorized and assigned to make all necessary applications and notifications to the Capital Markets Board, Central Securities Depository Institution (MKK), Borsa İstanbul A.Ş., İstanbul Settlement and Custody Bank Inc. (Takasbank), the Ministry of Trade of the Republic of Türkiye, General Directorate of Domestic Trade, and all other relevant authorities and institutions, including but not limited to the foregoing, and to carry out and complete all necessary procedures and obtain the required approvals in accordance with the Turkish Commercial Code No. 6102, the Capital Markets Law No. 6362 and the relevant communiqués and legislation in connection with the implementation of the capital increase.
We hereby submit the foregoing to the attention of our investors and the public.
This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.