Doğan Şirketler Grubu Holding A.Ş.
Burhaniye Mahallesi Kısıklı Caddesi No: 65 34676 Üsküdar/İstanbul
+90 (216) 556 90 00
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
In line with our Company’s Board of Directors Resolution dated 11.06.2020 (today) no. 2020/16, the following has been resolved unanimously:
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 Code of Commerce 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” of the Capital Markets Board (II-23.2) as well as the provisions of other legislation (“Merger Transaction”),
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,
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-23.1),
to take as the basis the yearly financial statements for the accounting period 01.01.2019 – 31.12.2019 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,
to agree the “Merger Agreement” within the scope of the abovementioned Merger Transaction,
to authorize Çağlar Göğüş and Ahmet Toksoy to represent the Company with their joint signatures to be posted under the Merger Agreement,
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 c 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),
to authorize and appoint the Company management for performing the necessary works and transactions, and for obtaining the necessary permits.
The public will be provided with the necessary information upon relevant developments.
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