Copyright © 2025 KAP
Central Securities Depository & Trade Repository of Türkiye
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Rights Issue (Via Preemptive Right) | |||||||||||||||||||||||||||||||||
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Other Aspects To Be Notified | |||||||||||||||||||||||||||||||||
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Additional Explanations | |||||||||||||||||||||||||||||||||
By way of revocation of our Company's Board of Directors' resolution dated March 31, 2026, and numbered 2026/08, the Board of Directors convened at the Company's headquarters with the participation of the members and, by unanimous vote of those present, adopted the following resolutions: In accordance with the authority granted by Article 6 of the Company's Articles of Association, and for the purpose of securing additional working capital and creating a funding source to reduce financial debt by paying off principal and interest as part of the Company's medium- and long-term plans, 1.Our Company's issued capital of 500,000,000 TRY, within the registered capital ceiling of 2,500,000,000 TRY, shall be increased by 500,000,000 TRY (100%) through a cash-paid (premium) capital increase, bringing the total to 1,000,000,000 TRY; 2. that the new share subscription rights (pre-emptive rights) of existing shareholders shall not be restricted, and that such rights shall be exercised at a price of 1 TRY per share with a par value of 1 TRY, 3.The following shareholders of the Company: Yüksel GÖKTÜRK (113,492,953.33 TRY), Barış GÖKTÜRK (123,633,816.49 TRY), Ferhan GÖKTÜRK (3,521,126.67 TRY), and Burak GÖKTÜRK (61,922,533.36 TRY), in accordance with the commitments they have made, the due debts and capital advances arising from the funds they have contributed in cash to the partnership—as verified by a Certified Public Accountant's report—shall be offset against their capital contribution obligations and added to the capital through the full exercise of their new share subscription rights 4.That the Group B shares to be issued in this capital increase be created as "listed on the stock exchange," 5. In the capital increase to be carried out, Group (A) shareholders shall be allocated Group (A) shares, and Group (B) shareholders shall be allocated Group (B) shares; 6. That the period for exercising new share subscription rights be set at 15 (fifteen) days; if the last day of this period falls on a public holiday, the period for exercising pre-emptive rights shall end at the close of business on the following business day; 7. It is determined that all pre-emptive rights for Group A shares will be exercised and that no Group A shares will remain unallocated; any remaining Group B shares after the exercise of new share subscription rights shall be sold on the Borsa İstanbul A. Ş. Primary Market (Birincil Piyasa) at the price formed there, provided that the price is not lower than the par value, for a period of 2 business days, 8. In the event that shares remain unsold from the public offering within the specified period, in accordance with the purchase commitments made by Yüksel GÖKTÜRK, Barış GÖKTÜRK, and Burak GÖKTÜRK, within 3 (three) business days following the end of the offering period, the remaining shares shall be purchased at a price not lower than the average public offering price, with the full purchase price paid in cash; to this end, our Company shall contact Yüksel GÖKTÜRK, Barış GÖKTÜRK, and Burak GÖKTÜRK to complete the sale, 9. Tacirler Yatırım Menkul Değerler A.Ş. is designated as the intermediary institution for the capital increase transactions, 10.To authorize Mr. Barış GÖKTÜRK to represent and bind our Company with his sole signature regarding the submission of applications to the relevant authorities for the capital increase procedures under this resolution, to carry out all necessary actions and transactions within this framework, to file the applications, and to sign the relevant documents—including the Prospectus and the Announcement of Sale to Investors—on behalf of our Company;The resolution was adopted unanimously by the participants. Pursuant to the Board of Directors' Resolution of our Company dated 5 October 2026 and numbered 2026/19, the draft prospectus prepared in connection with the issuance and public offering of shares with an aggregate nominal value of TRY 500,000,000, to be issued as a result of the increase of our Company's issued share capital from TRY 500,000,000 to TRY 1,000,000,000, entirely through cash contributions, within its registered capital ceiling of TRY 2,500,000,000, and submitted to the Capital Markets Board of Türkiye for approval, has been updated in accordance with the underwriting agreement executed with Tacirler Yatırım Menkul Değerler A.Ş. The updated draft prospectus is attached hereto. (In the event of any discrepancy between the Turkish and English versions of this disclosure, the Turkish text 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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