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Additional Explanations
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NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR TURKEY The book building process of the bond issuance of our Company to be listed on the Euronext Dublin Stock Exchange has been completed. A US$500,000,000, 7-year maturity notes with a redemption date of June 29, 2028 will be issued with a coupon rate of 3.375%. The transaction is expected to be completed after subscription agreement is signed and tranche issuance certificate is obtained from the Capital Markets Board. IMPORTANT INFORMATION These materials are not for distribution, directly or indirectly, in or into the Canada, Australia, South Africa or Japan. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The securities may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States. The offering of the Notes was approved by the Capital Markets Board of Turkey (the "CMB") on 21 May 2021 through the approval of the issuance certificate (ihraç belgesi) only for the purpose of the sale of the Notes outside of Turkey in accordance with Article 11 of the Capital Markets Law, Article 15(b) of Decree 32 on the Protection of the Value of the Turkish Currency ("Decree 32") and the Debt Instruments Communiqué No. VII-128.8. Under the CMB approval, the CMB has authorised the offering, sale and issue of Notes on the condition that, following the primary sale of the Notes, no transaction that may be deemed as a sale or offering of Notes (or beneficial interests therein) in Turkey by way of private placement or public offering may be engaged in. Pursuant to Article 15(d)(ii) of Decree 32, there is no restriction on the purchase or sale of the Notes (or beneficial interests therein) by residents of Turkey in offshore transactions on an unsolicited basis; provided that, they purchase or sell such Notes (or beneficial interests therein) in the financial markets outside of Turkey and such sale and purchase is made through banks licensed by the Banking Regulation and Supervision Agency and/or brokerage institutions authorised pursuant to CMB regulations, and the purchase price is transferred through such licensed Turkish banks. As such, Turkish residents should use licensed Turkish banks or licensed Turkish brokerage institutions when purchasing Notes (or beneficial interests therein) and transfer the purchase price through licensed Turkish banks. The Notes are not listed on the Istanbul Stock Exchange (Borsa İstanbul A.Ş.). This communication is being distributed to and is only directed only at (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Orders; and (iv) other persons to whom it may lawfully be communicated (all such persons in (i), (ii), (iii) and (iv) above) together being referred to as "relevant persons"). Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents. In any member state of the European Economic Area, this communication is only addressed to and is only directed at qualified investors in such member state within the meaning of the Prospectus Regulation EU 2017/1129 (the "Prospectus Regulation"), and no person that is not a qualified investor may act or rely on this communication or any of its contents. In the United Kingdom, this communication is only addressed to and is only directed at qualified investors within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of European Union (Withdrawal) Act 2018, and no person that is not a qualified investor may act or rely on this communication or any of its contents.
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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.