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SHA - Regarding the approval of our private placement capital increase by the Capital Markets Board

Company: PASİFİK GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş. Date: 2025-06-26 Language: English Register to download

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|     |     |
| --- | --- |
| Summary Info | Regarding the approval of our private placement capital increase by the Capital Markets Board |
| Update Notification Flag | Yes |
| Correction Notification Flag | No  |
| Postponed Notification Flag | No  |

|     |     |
| --- | --- |
| Board Decision Date | 06.02.2025 |
| Authorized Capital (TL) | 24.000.000.000 |
| Paid-in Capital (TL) | 4.800.000.000 |
| Target Capital (TL) | 4.800.000.000 |

Rights Issue (Allocated)

|     |     |     |     |     |     |     |
| --- | --- | --- | --- | --- | --- | --- |
| Share Group Info | Paid-in Capital (TL) | Amount of Private Placement Through Capital Increase By Restraining Preemptive Rights (TL) | Proportion of Private Placement Through Capital Increase By Restraining Preemptive Rights To The Capital (%) | New Shares'' ISIN | Form | Amount of Shares Cancelled (TL) |
| A Grubu, İşlem Görmüyor, TREPSFK00015 | 674.670.837,57 | 0   |     | A Grubu, İşlem Görmüyor, TREPSFK00015 | Registered | 0   |
| B Grubu, PSGYO, TREPSFK00023 | 4.125.329.162,43 |     |     | B Grubu, PSGYO, TREPSFK00023 | Bearer |     |

|     |     |     |     |     |
| --- | --- | --- | --- | --- |
|     | Paid-in Capital (TL) | Amount of Private Placement Through Capital Increase By Restraining Preemptive Rights (TL) | Proportion of Private Placement Through Capital Increase By Restraining Preemptive Rights To The Capital (%) | Amount of Shares Cancelled (TL) |
| TOTAL | 4.800.000.000 |     |     |     |

|     |     |
| --- | --- |
| The Person Increased Capital Devoted | Fatih Erdoğan, Abduklerim Fırat, Mehmet Erdoğan |
| Total Sales Revenue Planned (TL) (\*) | 1.000.000.000 |

\* The nominal capital increase amount to be raised is calculated according to the sale price of the share with a nominal value of 1 TL, which determined in line with Borsa Istanbul A.S.'s Procedure for Wholesale Purchase and Sale Transactions.

Other Aspects To Be Notified

|     |     |
| --- | --- |
| Number of Articles of Association Item To Be Amended | 8   |
| Capital Market Board Application Date | 07.02.2025 |
| Capital Market Board Application Result | Approval |
| Capital Market Board Approval Date | 26.06.2025 |
| Property of Increased Capital Shares | Dematerialized Share |

Additional Explanations

Our Board of Directors meeting resolved as follows:

That, provided it remains within the registered share capital ceiling of 24,000,000,000 TL, the issued share capital of 4,800,000,000 TL—consisting of shares with a nominal value of 1 TL each—be increased by an amount calculated according to the share sale price determined within the framework of the Wholesale Trading Procedure of Borsa Istanbul A.Ş. dated 30/12/2015 with code 04.PRO.03, so that the total sales proceeds amount to 1,000,000,000 TL. In doing so, the preemptive rights of existing shareholders shall be entirely restricted, and the transaction shall be executed completely in cash and free of any collusion.

That all of the shares representing the increased capital amount be sold without a public offering, through an allocated sale method in equal proportions to Fatih ERDOĞAN, Abdulkerim FIRAT, and Mehmet ERDOĞAN—who previously contributed this resource to the company—in accordance with the wholesale trading procedures in the Borsa Istanbul A.Ş. share market. An application shall be submitted to the Capital Markets Board (SPK) for the approval of the issuance document to be prepared for this purpose.

That the Class B shares, to be issued due to this capital increase and corresponding to the nominal capital value of the fund equal to the total sales proceeds of 1,000,000,000 TL, be non-preferential and eligible for trading on the Stock Exchange.

That the sale price of each share with a nominal value of 1 TL shall be set not lower than the base price determined in accordance with the principles stated in Article 7.1 of the Wholesale Trading Procedure of Borsa Istanbul A.Ş. dated 30/12/2015 with code 04.PRO.03.

That, for the implementation of the capital increase procedures, the obtaining of necessary approvals, the execution of the transactions, and the completion of the application processes, the Company's management be authorized and empowered to submit the required applications and notifications to all relevant authorities and institutions—including but not limited to the Capital Markets Board, Central Registry Agency, Borsa Istanbul A.Ş., Istanbul Clearing and Settlement Bank A.Ş., the Republic of Turkey Ministry of Trade, and the General Directorate of Domestic Trade—in accordance with Turkish Commercial Code No. 6102, Capital Markets Law No. 6362, and the related communiqués and regulatory provisions.

It is hereby resolved.

  

Our application has been approved and officially communicated to us by the Capital Markets Board with the letter dated 26.06.2025, numbered E-12233903-340.05.05-74372.

  

We hereby inform our investors and the public.

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.