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General Assembly Invitation
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Agenda Items
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1 - Opening and Election of the Chairing Committee,
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2 - Informing the shareholders within the scope of Turkish Commercial Code and CMB's Regulations regarding the partial demerger transaction to be discussed in the 3rd item of the agenda,
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3 - Within the framework of the Turkish Commercial Code, the Corporate Tax Law, the Capital Markets Law and the regulations related to these laws, as well as the provisions of the Trade Registry Regulation and other relevant legislation; Koç Holding A.Ş and Aygaz A.Ş. of Entek shares with a nominal value of 942,727,458.04 TL, corresponding to 99.24% of the capital of Entek Elektrik Üretim A.Ş. Negotiating and approving or rejecting the proposal to be taken over by Tüpraş, with all its rights and obligations in accordance with the principle of total succession, through a partial demerger, and the Partial Segmentation Agreement and Partial Demerger Report prepared accordingly,
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4 - Provided that the necessary approvals are obtained from the relevant institutions Approval, approval with amendment or disapproval of the Board of Directors' proposal on the amendment of articles 6 titled "Capital" and 7 titled " Assignment Of Shares And Establishment Of Usufruct On Shares",
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5 - Wishes and opinions.
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Corporate Actions Involved In Agenda
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Additional Explanations
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With the Board Decision of Tüpraş dated 25.04.2022, within the scope of Tüpraş's Strategic Transition Plan, which was approved and announced to the public on 24 November 2021; It has been decided to take over Entek shares with a nominal value of TL 942,727,458.04, which corresponds to 99.24% of the registered capital of Entek in Koç Holding and Aygaz assets, by Partial Division. The issued capital of Tüpraş will be increased from TL 250,419,200 to TL 275,256,514 due to the transaction in question. Following the approval of the transaction by the Capital Markets Board on 07.07.2022, Tüpraş's Extraordinary General Assembly Meeting shall convene on 25 August 2022 Thursday at 16:00 at the address of Nakkaștepe Azizbey Sok. No. 1, Kuzguncuk Üsküdar/İstanbul to discuss the partial demerger transaction with the attached agenda. The invitation letter that includes the agenda and the proxy form and information document that includes agenda items and disclosures required by Capital Markets Board's legislations are attached. This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail. |
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.