Our Company's Board of Directors has resolved the following in relation to the process of merging all assets and liabilities of Adilbey Holding A.Ş under our Company through ‘acquisition' considering the related Board resolutions dated December 22, 2022 and April 06, 2023.
1) Our Company's consolidated financial tables and notes for the fiscal period of 01.01.2022-31.12.2022, which have been prepared in accordance with the "Communiqué on Financial Reporting in Capital Markets" numbered II-14.1 of Capital Markets Board, shall constitute the basis for the merger transaction.
2) The ‘Merger Report' and the ‘Merger Agreement', which had been prepared in accordance with the "Communiqué on Mergers and Demergers" numbered II-23.2 of the Capital Markets Board and with the Turkish Commercial Code shall be submitted to the approval of our Company's shareholders at the General Assembly which will discuss the merger.
3) Within the scope of Article 7 of the Capital Markets Board's ‘Communiqué on Mergers and Demergers' No. II-23.2, titled "Expert Institution Opinion"; "Expert Institution Report", which was prepared by DRT Corporate Finans Danışmanlık Hizmetleri A.Ş. shall be considered 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.
4) With the pre-condition of the approval of the merger at the General Assembly, since the capital of our company is expected to increase by 57,803 TL, which is the capital increase amount determined in the "Expert Institution Opinion" due to the merger, the Issue Certificate that will be prepared for the increase of our Company's paid-in capital from 2,616,938,288 TL to 2,616,996,091 TL and the share issuance to be realized due to the merger shall be submitted for the approval of the Capital Market Board following the approval of the capital increase at the General Assembly, provided that the necessary permissions and approvals are obtained.
5) The registered capital ceiling, which is included in Article 7 of our company's articles of association titled "Registered and Issued Capital", will be determined for a period of five (5) years between 2023 and 2027, and the amendment text in the annex will be submitted to the Capital Markets Board for approval.