The Board of Directors Resolution of our Company’s merger with Doğan Enerji Yatırımları Sanayi ve Ticaret A.Ş. and İlke Turistik Yatırımlar A.Ş. by way of takeover and signing the Merger Agreement and Announcement Text

In line with our Company’s Board of Directors Resolution dated 23.12.2020 (today) no. 2020/32, the following has been resolved unanimously:

1. to merge under our company, through the “take over” of all assets and liabilities in their entirety by our Company of our direct subsidiaries Doğan Enerji Yatırımları Sanayi ve Ticaret A.Ş. and İlke Turistik Yatırımlar A.Ş. where we hold 100% of the shares in the capital, as our Company is subject to Article 134 and the relevant subsequent articles of the Turkish Commercial Code No. 6102 (TCC), and Articles 19 and 20 of the Corporate Tax Law No. 5520, and Capital Markets Law no. 6362 and as their shares are public, and are being traded at the Borsa İstanbul A.Ş. (the Stock Exchange); as per Article 23 and the other relevant provisions of the CMB and the "Communiqué Regarding Merger and Spin-off transactions” going into effect, being published in Official Gazette no. 28865 of 28.12.2013 of CMB (II-23.2) (changed with the CMB communiqué no II-23.2. being published in Official Gazette no 29280 of 27.02.2015) and as well as the provisions of other legislation (“Merger Transaction”),

2. to conduct the Merger Transaction as per the “facilitated merger” within the scope of Articles 155 and 156 of Turkish Commercial Code, and Article 13 of the "Communiqué Regarding Merger and Spin-off transactions” of the Capital Markets Board (II-23.2) as our Company is the only partner holding all the voting right shares of Doğan Enerji Yatırımları Sanayi ve Ticaret A.Ş. and İlke Turistik Yatırımlar A.Ş. which will be transferred, and as therefore no capital increase shall be made during the course of Merger Transaction,

3. to inform the investors that no “exit rights” shall emerge during the course of the abovementioned Merger Transaction in the “facilitated manner”, pursuant to Article 24 and the relevant other provisions of the Capital Markets Law, and the CMB “Communiqué on Common Principles Regarding Significant Transactions and the Exit Rights” (II-23.2) going into effect, being published in Official Gazette no. 28861 of 24.12.2013

4. to take as the basis the interim financial statements for the accounting period 01.01.2020 – 30.06.2020 prepared by the Companies party to the Merger Transaction within the framework of the CMB regulations regarding accounting standards, for the Merger Transaction, within the scope of the application to be made to the CMB,

5. to agree the “Merger Agreement” within the scope of the abovementioned Merger Transaction,

6. to apply to the Capital Markets Board, and to other official entities if required, with the necessary information and documents set forth in the annex (Appendix 1) of the Communiqué, excluding the “independent audit report”, “merger report”, and “expert company opinion”, which are specified as not necessary to be conveyed to the Capital Markets Board within the scope of the “facilitated merger” in the 2nd paragraph of Article 13 of the Communiqué, in compliance with the provisions of "Communiqué Regarding Merger and Spin-off transactions” of the Capital Markets Board (II-23.2),

7. to authorize Board Members Çağlar Göğüş and Ahmet Toksoy to represent the Company with their joint signatures and sign the documents and petitions related to the merger transactions including the Merger Agreement and Announcement Text and but not limited with the notifications to be made to all public enterprises and organizations in the scope of merger under our company, through the “take over” of all assets and liabilities in their entirety by our Company of our direct subsidiaries Doğan Enerji Yatırımları Sanayi ve Ticaret A.Ş. and İlke Turistik Yatırımlar A.Ş. where we hold 100% of the shares in the capital, as our Company is subject to Article 134 and the relevant subsequent articles of the Turkish Commercial Code No. 6102 (TCC), and Articles 19 and 20 of the Corporate Tax Law No. 5520, and Capital Markets Law no. 6362 and as their shares are public, and are being traded at the Borsa İstanbul A.Ş. (the Stock Exchange); as per Article 23 and the other relevant provisions of the CMB and the "Communiqué Regarding Merger and Spin-off transactions” going into effect, being published in Official Gazette no. 28865 of 28.12.2013 of CMB (II-23.2) (changed with the CMB communiqué no II-23.2. being published in Official Gazette no 29280 of 27.02.2015) and as well as the provisions of other legislation (“Merger Transaction”).

8. to authorize and appoint the Company management for performing the necessary works and transactions, and for obtaining the necessary permits.

Attached merger agreement and announcement text signing within the scope of the abovementioned resolution has been released to the public.

We have cancelled our previous application regarding the “facilitated merger” based on the extension of legal permissions. Necessary legal permissions has been obtained and we have reapplied to Capital Markets Board.

The public will be provided with the necessary information upon relevant developments.

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