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Additional Explanations
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It has been resolved by Turcas Petrol A.Ş.'s Board of Directors dated 11.06.2019 that;
1. Preparation and signing of merger agreement and other relevant documents for the facilitated merger procedure of our Company by way of acquisition with Turcas Elektrik Toptan Satış A.Ş. (where we own all the shares that grants voting rights), which is a 100% affiliate of our Company and registered to Istanbul Trade Registry Directorate with the registration number 447200, whereby all its assets and liabilities shall be transferred to our Company as a whole, and,
2. Application of facilitated merger procedure and benefiting from eases provided by the legislations related to facilitated merger and within this scope:
(i) not to require the independent audit report, merger report and expert institution opinion, (ii) not to apply to the examination process of merger documents pursuant to Article 149 of Turkish Commercial Code, (iii) approval of the merger agreement by board of directors' resolution without being submitted to approval of the general assembly,
3. Carrying out aforementioned merger through financial statements dated 31.12.2018 of the Companies,
4. No retirement right has arisen pursuant to the pursuant to the Capital Markets Board Communiqué no. II-23.1 on the "Common Principles Regarding Significant Transactions and the Retirement Right" 5. In the framework of this content including but not limited to abovementioned matters, execution of all works and transactions which will be and/or should be completed by the finalization of the facilitated merger transaction; carrying out all kinds of private and formal applications including applications to all related private and formal institutions, registrations, notifications and all other works and transactions provided under the legislations. Following this transaction, our Company aims to increase operational efficiency within the group and simplify our Company's organization
Further details about the process will be shared with the public in a timely manner.
Kind regards,
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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.