Copyright © 2025 KAP
Central Securities Depository & Trade Repository of Türkiye
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General Assembly Invitation | ||||||||||||||||||
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Agenda Items | ||||||||||||||||||
1 - Opening of the meeting and formation of the Meeting Chairmanship, | ||||||||||||||||||
2 - Discussion and resolution of the proposed amendment to Article 4 of the Company's Articles of Association, titled "Registered Office of the Company", as set out in the attached amendment text, subject to obtaining the necessary legal approvals, | ||||||||||||||||||
3 - Provision of information to shareholders regarding the classification of the share transfer contemplated by the Company's Board of Directors' resolution dated 29 July 2026, to be discussed under agenda item 5, as a material transaction under capital markets legislation. The transaction involves the sale and transfer to Kansai Paint Co., Ltd. all shares held by the Company in Polisan Kansai Boya Sanayi ve Ticaret A.Ş. ("PKB"), with an aggregate nominal value of TRY 62,501,572 and representing 50% of PKB's share capital, for an aggregate upfront cash consideration of USD 93,000,000. Shareholders will also be informed that those who held shares in the Company on 26 June 2026, the date on which the Board of Directors' resolution was publicly disclosed, attend the General Assembly Meeting, vote against the transaction and have their dissent recorded in the minutes are entitled to exercise appraisal rights, | ||||||||||||||||||
4 - Provision of information to shareholders regarding the exercise of appraisal rights pursuant to Article 14(1) of the Communiqué, including the Company's purchase of shares at an appraisal right price of TRY 2.60 per share with a nominal value of TRY 1 if those rights are exercised, the calculation of that price on the basis of the arithmetic average of the daily adjusted weighted average prices of the shares on the stock exchange during the six-month period preceding 26 June 2026, the date of the first public announcement concerning the share transfer, and the details of the exercise process set out in the General Assembly Information Memorandum, | ||||||||||||||||||
5 - Discussion and resolution of the Company's Board of Directors' resolution dated 29 July 2026 concerning the sale and transfer to Kansai Paint Co., Ltd., for an aggregate upfront cash consideration of USD 93,000,000, of all shares held by the Company in Polisan Kansai Boya Sanayi ve Ticaret A.Ş., with an aggregate nominal value of TRY 62,501,572 and representing 50% of PKB's share capital, together with all associated rights, obligations and liabilities, | ||||||||||||||||||
6 - Closing. | ||||||||||||||||||
Corporate Actions Involved In Agenda | ||||||||||||||||||
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General Assembly Results | ||||||||||||||||||
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Decisions Regarding Corporate Actions | ||||||||||||||||||
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General Assembly Registry | ||||||||||||||||||
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Additional Explanations | ||||||||||||||||||
The resolutions adopted at our Company's Extraordinary General Assembly Meeting held on October 27, 2026, haave been registered on November 6, 2026, and published in the Turkish Trade Registry Gazette No. 11703 dated the same day. |
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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