Copyright © 2025 KAP
Central Securities Depository & Trade Repository of Türkiye
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Rights Issue (Allocated) | ||||||||||||||
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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 | ||||||||||||||
By its resolution dated 26.10.2026, the Board of Directors of our Company has resolved that; 1. In order to strengthen the equity structure of our Company, pursuant to the authority granted under Article 6 of the Company's Articles of Association and within the Company's registered capital ceiling of TRY 7,600,000,000, to increase the Company's issued capital of TRY 1,520,000,000, consisting of registered shares with a nominal value of TRY 0.01 (1 kuruş) each, by fully restricting the existing shareholders' pre-emptive rights, in cash, in full and free from any form of collusion, by an aggregate nominal capital amount to be calculated on the basis of the share sale price to be determined (being no less than the base price and the nominal value) within the framework of the Share Communiqué (VII-128.I) of the Capital Markets Board ("CMB") and the Procedure for Wholesale Transactions of Borsa İstanbul A.Ş., such that the total sale proceeds shall amount to TRY 5,559,332,811.60; 2. To sell all of the shares to be issued to the shareholder Goodyear SA by way of a private placement for a total consideration of TRY 5,559,332,811.60; 3. Taking into account that the report dated 26.10.2026 and numbered YMM: 3112-838/2026-277, prepared by Mert Öner, Sworn-in Certified Public Accountant of KPMG Yeminli Mali Müşavirlik Anonim Şirketi, has established that all of our Company's debts in the total amount of TRY 5,559,332,811.60 arising from cash funds obtained from our shareholder Goodyear SA arose from cash funds transferred to our Company and are due and payable, to set off the capital contribution obligation arising from the sale of the shares to be issued to Goodyear SA against our Company's debt in the total amount of TRY 5,559,332,811.60 to its shareholder Goodyear SA, in accordance with the declaration and consent given by our Company's shareholder Goodyear SA; 4. To record, in the Company's accounts, the portion of the total proceeds from the issuance of the shares exceeding their aggregate nominal value as a share premium, and to treat such amount as exempt from corporate income tax pursuant to Article 5, paragraph 1, subparagraph (ç) of the Corporate Income Tax Law 5. To issue registered shares in such number and aggregate nominal amount as shall correspond to a total sale consideration of TRY 5,559,332,811.60, with the sale price of each share having a nominal value of TRY 0.01 (1 kuruş) to be determined at a level no lower than the base price to be determined within the framework of the Procedure for Wholesale Transactions of Borsa İstanbul A.Ş.; 6. To issue the shares to be issued as a result of the capital increase in dematerialized form, eligible for trading on Borsa İstanbul A.Ş., in accordance with the regulations of the CMB and Merkezi Kayıt Kuruluşu A.Ş. ("MKK") concerning dematerialization; 7. Since the uses of the funds obtained from our shareholder Goodyear S.A. have been identified in the report dated 26.10.2026 and numbered YMM: 3112-839/2026-278, prepared by Mert Öner, Sworn-in Certified Public Accountant of KPMG Yeminli Mali Müşavirlik Anonim Şirketi in accordance with Article 33 of the CMB's Communiqué on Shares No. VII-128.1, to accept those identified uses as the use of proceeds from the capital increase, to approve the same in the form attached to this Board of Directors Resolution, and to submit the said report to the CMB as part of the application for the capital increase through a private placement; to disclose, together with this Board of Directors Resolution, on the Public Disclosure Platform (KAP), the explanation regarding the use of funds contained in the section entitled "V. Conclusion" of the said report. 8. To approve the attached declaration prepared for the capital increase pursuant to Article 457 of the Turkish Commercial Code; 9. To apply to the CMB for approval of the issuance document to be prepared in connection with the capital increase through a private placement and, following the CMB's approval of the issuance document, to submit an application for the sale of the shares on the relevant market of Borsa İstanbul A.Ş., so that the shares to be issued are sold within the periods prescribed by the applicable legislation; 10. Within this framework, to carry out the procedures relating to the private placement capital increase before the CMB, Borsa İstanbul A.Ş., MKK and İstanbul Takas ve Saklama Bankası A.Ş. ("Takasbank"); 11. To authorize the Company's management to perform and complete any and all necessary acts and procedures before the CMB, Borsa İstanbul A.Ş., MKK, Takasbank, the Istanbul Trade Registry Directorate and all other relevant public and private institutions and organizations for the purpose of implementing the capital increase within the framework of the Turkish Commercial Code No. 6102, the Capital Markets Law No. 6362 and other applicable legislation, including making the necessary applications, obtaining the necessary authorizations and, following approval of the issuance document by the CMB, selecting an authorized firm to act as intermediary in the sale of the shares to be issued to Goodyear SA within the framework of the Borsa İstanbul Procedure for Wholesale Transactions and executing an "Intermediation Agreement" with that firm; 12. To publish this resolution on the Public Disclosure Platform on the same day; 13. To register this resolution with the Istanbul Trade Registry Directorate, to have it announced in the Turkish Trade Registry Gazette and to carry out the necessary procedures. As announced in our Company's Material Event Disclosure dated 20.10.2026, in order to strengthen our Company's working capital, and taking into account the findings set out in the valuation report dated 20.10.2026 prepared by Kuzey Yeminli Mali Müşavirlik ve Bağımsız Denetim A.Ş., our Company obtained an interest-free loan in the total amount of EUR 100,000,000 from Goodyear S.A., a group company domiciled in Luxembourg and the controlling shareholder of our Company, in four separate tranches, each with a maturity of three years and one week from its respective disbursement date. Within the framework of the agreement reached between our Company and Goodyear S.A. on 26.10.2026, it has been resolved that the loan (cash funds) in the total amount of EUR 100,000,000 obtained by our Company from its shareholder, Goodyear S.A., shall be deemed due and payable at a total equivalent amount of TRY 5,559,332,811.60 and that, pursuant to the declaration, undertaking and consent provided by Goodyear SA, the capital contribution obligation arising from the sale to Goodyear SA of the shares to be issued within the scope of the capital increase through private placement to be carried out pursuant to the resolution of our Company's Board of Directors dated 26.10.2026 shall be set off against our Company's debt to its shareholder, Goodyear SA, in the total amount of TRY 5,559,332,811.60. It has been established by the report dated 26 October 2026 and numbered YMM: 3112-838/2026-277, prepared by Sworn Certified Public Accountant Mert Öner of KPMG Yeminli Mali Müşavirlik Anonim Şirketi, that all of our Company's debts in the total amount of TRY 5,559,332,811.60 arising from the cash funds obtained from its shareholder, Goodyear SA, arose from cash funds transferred to our Company and are due and payable. Pursuant to the above-mentioned resolution of the Company's Board of Directors, the statement set out in the section entitled "V. Conclusion" of the "Sworn Certified Public Accountant's Report on the Determination of the Uses of Shareholder Receivables Eligible for Capitalization", prepared by Sworn Certified Public Accountant Mert Öner of KPMG Yeminli Mali Müşavirlik Anonim Şirketi in accordance with Article 33 of the Capital Markets Board's Share Communiqué No. VII-128.1, concerning the determination of the uses of funds borrowed from our Company's shareholder, Goodyear S.A., is as follows: "Pursuant to Article 33 concerning disclosures on the use of funds raised through capital increases for cash, under Section Seven, entitled ‘Common Provisions Relating to Shares', of the Share Communiqué No. VII-128.1, published in the Official Gazette dated 22 June 2013 and numbered 28685, it has been concluded that: - The Company's financial borrowing of TRY 5,559,332,811.60 (EUR 100,000,000.00) from its shareholder, Goodyear S.A., was used to repay the Company's due and payable and liquid trade debts owed to Goodyear Operations S.A." An application will be submitted to the CMB for approval of the issuance document to be prepared within the scope of our Company's capital increase through private placement, and further developments regarding this matter will be announced in accordance with applicable laws and regulations. Respectfully announced to the public. In the event of any discrepancy between this disclosure and its English translation, the Turkish disclosure 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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