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oda_ExplanationTextBlock| | Upon Divan Talya Hotel commencing to accept guests through all sales channels in accordance with the timetable disclosed to the public in our previous announcements, a Hotel Management Agreement (the "Agreement") has been executed between our Company and Divan Turizm İşletmeleri A.Ş. ("Divan") in order to set forth the principles governing the technical, administrative and procurement services provided by Divan to our Company to ensure the efficient operation of Talya Hotel and the conference center (the "Facility") throughout their operating period and the optimal management of investment processes in the best interests of the Company, as well as the operation of the Facility by Divan under the "Divan Talya" brand. Pursuant to the Agreement, in consideration of the activities relating to the operation of the Facility, a base fee, calculated in accordance with the provisions of the Agreement based on the Facility's revenue, will be paid to Divan on a monthly basis as of the date Talya Hotel commences accepting guests through all sales channels. An incentive fee, calculated based on the Facility's gross operating profit, will be paid on a quarterly basis. In addition, for the promotional activities of the Facility, an amount calculated as a certain percentage of revenue will be paid to Divan on a monthly basis as a contribution to marketing activities. Furthermore, Divan will be paid a service fee, to be determined based on the relevant procurement and investment amounts, in consideration of the services provided until the Facility becomes operational, including the delivery and implementation of brand standards, architectural and technical processes, design, implementation and review services, coordination and supervision of the construction process, audits for compliance with applicable standards, legal and administrative processes, and the selection and procurement of materials and equipment. Such amount will be capitalized as part of the hotel and conference center investment in the financial statements of our Company to be disclosed to the public. The Agreement will remain in force for a period of 15 years and, unless terminated by either party, will be deemed renewed for successive periods of five years. Pursuant to the Capital Markets Board's Corporate Governance Communiqué No. II-17.1 (the "Communiqué"), as the total amount of the transactions to be carried out with Divan under the Agreement within an accounting period is expected, in respect of purchase transactions, to exceed 10% of the cost of sales as per the latest annual financial statements, the report prepared in accordance with the Communiqué, including assessments regarding the terms and conditions of the aforementioned transactions and a comparison thereof with market conditions, is presented in the appendix. This statement has been translated into English and simultaneously announced for informational purposes. In the event of any discrepancy between the Turkish and the English versions, the Turkish version shall prevail. | ||||||||
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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