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Additional Explanations
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Due to the fact that the shares of Izocam Holding A.Ş in our Company, which is the main shareholder of our Company, is 23,324,476.84 and the shareholding ratio of Izocam Holding in the Company is approximately 95.07% (which is more than 95% of the voting rights in the Company), in view of the significant operational complexities and costs arising due to being a listed company besides having a particularly low share ratio (approximately 4.93%) and the negative effects of low float rate and limited daily trading volume on the share price, the matter of delisting from the stock exchange was assessed by the board of directors of our Company. In conclusion our Board of Directors has unanimously resolved by circulating the decision in accordance with Article 390/4 of the Turkish Commercial Code that: 1- As per the Capital Markets Board's ("CMB") "Communiqué No. II-23.1 on Significant Transactions", and the other relevant regulations, our Company shall be delisted from the stock exchange, 2- Legal rights of shareholders of our Company in this process shall be protected and ensured, 3- The decision of delisting from the stock exchange shall be submitted to the approval of the shareholders in Extraordinary General Assembly Meeting which shall convene on the date of 13/6/2019, 4- In case a decision on delisting from the stock exchange is resolved by the extraordinary general assembly of our Company, in order to delist from the stock exchange, an application shall be made to Borsa İstanbul A.Ş. within 5 business days at the latest from the date of resolution of the general assembly and İzocam Holding A.Ş., which is the main shareholder of our Company, shall be informed to apply to the CMB for the performance of its mandatory tender offer obligation for the other shareholders of our Company and for the performance of necessary legal transactions within the same term, 5- In case a decision on delisting from the stock exchange is resolved by the extraordinary general assembly of our Company, information on the requirement of payment of TL 20.12 as tender offer price which is the arithmetic mean of the adjusted weighted average prices on the stock exchange shall be proposed by İzocam Holding A.Ş. to the other shareholders of our Company within thirty days before the announcement date (excluding the date of the disclosure) of this board of directors resolution in the Public Disclosure Platform, for the shares of İzocam Ticaret ve Sanayi A.Ş., each of with a nominal value of TL 0,01,
6- Company management shall be authorized to follow up and conduct the transactions regarding delisting from the stock exchange, to obtain the necessary permissions from the relevant authorities, and to finalize the said process. |
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We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.