At the Board of Directors meeting of our Company held on October 14, 2026;
Within the framework of Articles 19 and 20 of the Corporate Tax Law No. 5520 ("KVK"), the provisions of the Turkish Commercial Code No. 6102 ("TTK"), the Capital Markets Law No. 6362 ("SPKn"), and the Capital Markets Board's ("SPK") Communiqué on Mergers and Demergers No. II-23.2 ("Communiqué on Mergers and Demergers");
1. It was resolved to merge Akçay Otelcilik Turizm ve İşletme A.Ş. ("Akçay Otelcilik")—our wholly-owned subsidiary registered with the Torbalı Trade Registry Directorate under registration number 9926—into our Company via a simplified merger procedure, whereby our Company acquires Akçay Otelcilik as a whole, including all its assets and liabilities, resulting in its dissolution without liquidation;
2. It was resolved that the merger transaction be carried out based on the financial statements of the companies involved in the merger as of June 30, 2026;
3. It was resolved that, pursuant to Article 13/2 of the Communiqué on Mergers and Demergers—and given that the merger is to be executed via the simplified merger method—no Merger Report shall be prepared, and neither an independent audit report nor an expert opinion shall be obtained, in accordance with Article 147 of the TTK;
4. That, pursuant to Article 15/ç of the Capital Markets Board's Communiqué No. II-23.3 on "Transactions of Significant Nature and the Right of Exit," no "Right of Exit" shall arise for our shareholders, and the Company's capital shall not be increased due to the merger;
5. That the right of examination regulated under Article 149 of the Turkish Commercial Code (TCC) shall not be exercised, pursuant to Article 156 of the TCC;
6. That the merger transaction shall not be submitted to the General Assembly for approval, pursuant to Article 156 of the TCC;
7. That the Merger Agreement dated 14.10.2026, prepared in connection with the aforementioned transactions and signed between our Company and Akçay Otelcilik, be accepted;
8. That an application be made to the Capital Markets Board for approval, including the announcement texts and merger agreements prepared in accordance with the Communiqué on Mergers and Demergers, as well as other information and documents required for the merger application as stipulated by the Communiqué;
9. That the Company management be authorized and charged with carrying out the necessary actions and procedures and obtaining the required permits;
In this regard, our Company submitted an application to the Capital Markets Board (CMB) on October 15, 2026, accompanied by the aforementioned Board of Directors' resolution and other application documentation prepared in accordance with the provisions of the Communiqué on Mergers and Divisions, seeking approval for the merger of our 100% owned subsidiary, Akçay Otelcilik Turizm ve İşletme A.Ş., into our Company via the "simplified merger" procedure.
The Merger Agreement and the Announcement Text are attached hereto.
Respectfully announced to the public.
An English translation of this disclosure is provided in the attachment; in the event of any discrepancy between the texts, the Turkish version shall prevail.
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