Copyright © 2025 KAP
Central Securities Depository & Trade Repository of Türkiye
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Additional Explanations | ||||||||||||||||||||||||||||||||
At the meeting of our Board of Directors dated 24.09.2026; it has been determined that: 1) Pursuant to the provisions of the Capital Markets Law No. 6362, the Capital Markets Board's ("CMB") Communiqué on Mergers and Demergers (II-23.2) (the "Merger Communiqué"), Articles 136, 155/1-a, 156 and other relevant provisions of the Turkish Commercial Code No. 6102 ("TCC"), Articles 19 and 20 of the Corporate Tax Law No. 5520 and other applicable legislation; our Company's wholly owned direct subsidiary Eczacıbaşı Gayrimenkul Geliştirme ve Yatırım Anonim Şirketi ("Eczacıbaşı Gayrimenkul"), registered with the Istanbul Trade Registry under registration number 182182-0, whose entire share capital (100%) is held by our Company as sole shareholder, shall be merged into our Company through the transfer of all of its assets and liabilities as a whole at their book values, by way of the simplified merger procedure as defined under Article 13 of the Merger Communiqué and Article 155/1-a of the TCC (the "Merger Transaction"), 2) The financial statements of the companies party to the Merger Transaction dated 30 June 2026 shall be taken as the basis for the Merger Transaction, 3) Pursuant to Article 13(2) of the Merger Communiqué titled "Simplified Merger", Independent Audit Report, Merger Report and Expert Institution Opinion shall not be necessary to prepare, no capital increase shall be carried out by our Company within the scope of the Merger Transaction, and since the Merger Transaction does not constitute a material transaction within the scope of the Capital Markets Board's Communiqué on Material Transactions and the Right of Exit (II-23.3), no Right of Exit shall arise for our shareholders pursuant to Article 15/ç thereof, 4) A merger agreement shall be executed with Eczacıbaşı Gayrimenkul, the Merger Transaction is not required to be submitted for the approval of the General Assembly pursuant to the applicable provisions of the relevant legislation, the other documents required in relation to the Merger Transaction shall be prepared and/or obtained, and an application shall be made to the Capital Markets Board for approval, 5) The persons designated by our Company shall be authorized to represent and bind our Company for the preparation and execution of all documents and petitions to be submitted to the relevant public institutions and authorities within the scope of the Merger Transaction, including but not limited to the merger agreement and the announcement text regarding the merger. In this context, an application was submitted to the Capital Markets Board as of 24.09.2026 (today) for approval of the attached announcement text prepared in relation to the merger of our Company with Eczacıbaşı Gayrimenkul Geliştirme ve Yatırım A.Ş., which is a 100% subsidiary of our Company, through acquisition under the simplified merger procedure. 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. | ||||||||||||||||||||||||||||||||
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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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