Announcement Regarding the Merger with Adilbey Holding


In line with the resolution of our Company's Board of Directors on December 22, 2022, in relation to the process of merging all assets and liabilities of Adilbey Holding A.Ş under our Company through ‘acquisition', pursuant to provisions of the Capital Markets Legislation, Turkish Commercial Code no. 6102 and Corporate Tax Law no. 5520 and other related regulations, an application has been made to the Capital Markets Board for the approval of "Announcement Text", which has been prepared in accordance with the Article-5 of the Capital Markets Board's 'Communiqué on Mergers and Demergers' No. II-23.2, titled 'Responsibility and application to the Board for the approval of the Announcement Text'.

Within the scope of Article 7 of the Capital Markets Board's ‘Communiqué on Mergers and Demergers' No. II-23.2, titled "Expert Instutition Opinion"; "Expert Institution Report", which was issued by DRT Corporate Finans Danışmanlık Hizmetleri A.Ş. on April 13, 2023, has been accepted as the basis for the fair and reasonable determination of merger rate, exchange rate and capital increase in relation to these in accordance with the related legislative provisions.

According to the abovementioned report, merger rate has been determined as 99.997791% and exchange rate has been determined as 0.000094. Consequently, capital increase amount has been determined as TRY57,803. As shareholders of Adilbey Holding A.Ş. has committed to withdraw from their rights in the capital increase, which would be allocated to them otherwise, a capital increase shall not materialize for the paid-in capital of our Company. 1,299,679,019.428 shares of our Company owned by Adilbey Holding A.Ş. shall be dissolved following the merger and then shall be distributed to the former shareholders of Adilbey Holding A.Ş.

"Merger Agreement" between our Company and Adilbey Holding A.Ş. was signed on April 13, 2023 and a "Merger Report" was prepared.

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