About Non-current Asset Purchase

During the Board meeting of Orta Anadolu Otomotiv Ticaret ve Sanayi A.Ş., our indirect subsidiary, dated 26.09.2018 (today), the following were observed;

1. That the property located in the city of Istanbul, Şişli province, Mecidiyeköy District, city block 2524, lot no. 3, consisting of an office building and a shopping center ("Property"), that furthermore with the exclusion of the metro and the metrobus tunnels, connection roads, and the bus stops that were built, the total construction area is approximately 182,000 square meters; that the shopping center (214 independent sections) has a rentable area of 42,554 square meters with an approximate occupancy rate of 92%; that the office building (86 independent sections) has a rentable area of 34,674 square meters with an approximate occupancy rate of 75%,

2. With regards to the abovementioned Property, it has been observed that;

a. As per the Real Estate Valuation Report dated 21.09.2018, numbered 2018A698 prepared by the TSKB Gayrımenkul Değerleme A.Ş., which is in the real estate valuation companies’ list of the Capital Markets Board ("CMB"), a value of a total of 845,700,000 Turkish Liras excluding VAT has been assessed, namely 452,000,000 Turkish Liras for the office building, and 393,700,000 Turkish Liras for the shopping center,

b. As per the Real Estate Valuation Report dated 21.09.2018, numbered 2018R0106-1 prepared by the Eva Gayrımenkul Değerleme Danışmanlık A.Ş., which is in the real estate valuation companies’ list of the Capital Markets Board ("CMB"), a value of a total of 855,481,292 Turkish Liras excluding VAT has been assessed, namely 454,993,726 Turkish Liras for the office building, and 400,487,566 Turkish Liras for the shopping center,

3. As Ortadoğu Otomotiv Ticaret A.Ş., the owner of the Property, is being controlled together by the indirect real person main shareholder, Ortadoğu Otomotiv Ticaret A.Ş. is a “related party” with our Company within the scope of the regulations and the decisions of the CMB that are in effect,

4. Both values assessed with the abovementioned Real Estate Valuation Reports are below the significance criteria set forth with Article 6, “Significance Criteria” of the CMB II-23.1, “Communiqué on Common Principles Regarding Significant Transactions and the Exit Right” for our indirect main shareholder Doğan Şirketler Grubu Holding A.Ş. which is a publicly traded company and its shares are traded at Borsa İstanbul A.Ş.

5. The Property is located in Mecidiyeköy, one of the most central commercial areas in Istanbul, its advertising capability and recognition is high, it is quite close to the mass transportation and transport locations, its occupancy rates and number of visitors are high, and nevertheless due to the recent adverse conditions experienced in the real estate market, the current value of the Property is below the potential value that it should have, that this situation and the stagnation are temporary in the midterm, that the economy will go into a process of balancing, discipline, transformation, and revival in the shortest term, and that therefore the revenue generating capabilities of the Property may increase in this process with a more effective, corporate, and professional management approach, that it will add value to our Company and our Group; that as the separate management of the independent sections that belong to the Property is not rational from a commercial standpoint, the office and the shopping center will be managed together as a whole, that in the coming term efforts will commence to convert our Company into a real estate investment partnership, complying with the CMB regulations and decisions, and that all these issues are deemed to constitute an opportunity for our Company and for our Group,        

and thus the following has been decided;

1. Taking into account the values assessed by the Real Estate Valuation Companies in the real estate valuation companies’ list of the Capital Markets Board (“CMB), the property located in the city of Istanbul, Şişli province, Mecidiyeköy District, city block 2524, lot no. 3, consisting of an office building and a shopping center ("Property") is decided to be bought by our Company (“Buyer”) in cash and in advance from Ortadoğu Otomotiv Ticaret A.Ş. ("Seller") in return for a total amount of 850,000,000 Turkish Liras ("Purchasing Price") excluding VAT, and including the fixtures that belong to the Property (as listed in Appendix List-3), namely the office building for a total amount of 453,200,000 Turkish Liras excluding VAT [the total of the prices of each independent section set forth in Appendix List-1], and the shopping center for a total amount of 396,800,000 Turkish Liras excluding VAT [the total of the prices of each independent section set forth in Appendix List-2] ,

2. The Purchasing Price is to be paid in cash and in advance on the date the title deed transfer and the registration procedures for the Property are effected,

3. The Seller is to complete the title deed transfer and the registration procedures latest by October 31, 2018,

4. The fees and the expenses related with the title deed transfer are to be equally paid by the parties;

5. All revenues (rent, etc.), and the expenses that have taken place and accrued as of the end of the month preceding the date of the transfer and the registration of the Title Deed shall belong to the Seller, and all revenues (rent, etc.), and the expenses that have taken place and accrued as within the month of the date of the transfer and the registration of the Title Deed shall belong to our Company (Buyer);

6. All liabilities (tax, administrative, legal, judicial disputes, court cases, damages, etc.) expenses, and costs which may be due to, and which may belong to, the affairs, transactions, and actions prior to the date of the transfer and the registration of the Title, which are known or unknown as of the date of the transfer and the registration of the Title Deed, and which may arise subsequently shall belong to the Seller, and all the necessary declarations and guarantees are to be obtained from the Seller in this respect, and accordingly a protocol is to be signed between the Buyer and the Seller within the scope of the transfer of the Property, establishing the rights and the duties of the parties;

        7. The Company management is to be authorized and appointed to carry out any and all transactions for          carrying out the required affairs and procedures and the purchase of the Property; to issue, amend,                deliver, and exchange a power of attorney, and to carry out and execute any and all transactions and              procedures deemed necessary in relation with those.

Non-current Asset Purchase

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