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 | |||||||||||||||||||||
Pursuant to the resolution of our Board of Directors dated 24 August 2026; Based on the authority granted under Article 6 of the Company's Articles of Association titled "Capital"; in order to contribute to the Company as capital the proceeds to be obtained from the transaction publicly disclosed in relation to the sale of 175,000,000 shares of the Company, to support the Company's sustainable growth strategy and to strengthen its financial structure; and with the proceeds from the capital increase to be used for the repayment of financial indebtedness and meeting working capital requirements; It has been resolved to increase the Company's issued capital of TRY 2,178,000,000, within the registered capital ceiling of TRY 10,000,000,000, by an amount corresponding to the nominal value of the shares to be calculated based on the share sale price to be determined with a premium in accordance with the Procedure on Wholesale Transactions of Borsa İstanbul A.Ş. (the "Procedure"), in such a manner that total sales proceeds of TRY 3,000,000,000 (Three Billion Turkish Lira) will be generated, through a private placement by fully restricting the pre-emptive rights of the existing shareholders, against the receivable arising from the amount to be transferred in cash to the Company by İbrahim AKKUŞ as a capital advance, in cash, fully paid and free from any form of sham transaction; To issue new Group (B) shares, each with a nominal value of TRY 1, having no privileges and eligible for trading on Borsa İstanbul, representing the increased capital; To sell all of the shares to be issued to İbrahim AKKUŞ, without a public offering, through a private placement by offsetting such shares against the receivable arising from the capital advance; To carry out the private placement share sale through a wholesale transaction in the relevant market of Borsa İstanbul A.Ş., pursuant to the fourth paragraph of Article 13 of the Capital Markets Board's ("CMB") Communiqué No. VII-128.1 on Shares, with the share sale price being determined at a price not lower than the base price to be determined in accordance with Article 7.1 of the Procedure; To apply to the CMB for permission for the capital increase to be carried out through private placement and for the approval of the Issuance Certificate to be issued. It is envisaged that the entire sales proceeds to be obtained from the sale of 175,000,000 shares of the Company, as publicly disclosed, will be transferred to the Company as a capital advance to be used in the aforementioned private placement capital increase. A Report containing detailed information on the intended use of the proceeds will also be publicly disclosed. The amount of the resulting issued capital and the number of shares to be issued will be finalized following the determination of the share sale price. It has been resolved that the capital advance payments and developments throughout the process will be disclosed to the public. In this respect, the necessary application was submitted to the Capital Markets Board on 4 September 2026 for the approval of the Issuance Certificate prepared in connection with the foregoing. | |||||||||||||||||||||
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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