NUH ÇİMENTO SANAYİ A.Ş.

M&A Activity • May 14, 2025

Summary Info	Decision of the Board of Directors made resolution to merge with our subsidiary Nuh Gayrimenkul İnşaat A.Ş. with our company
Update Notification Flag	Yes
Correction Notification Flag	No
Postponed Notification Flag	No

Board Decision Date	12.02.2025
Merger Model	Merger Through Acquisition
Date Of Financial Statements Base To Merger	31.12.2024
Currency Unit	TRY

Acquired Company	Trading On The Stock Exchange/Not Trading On The Stock Exchange	Share Exchange Rate	Group of Share To Be Distributed To Acquired Company Shareholders	Form of Share To Be Distributed To Acquired Company Shareholders
Nuh Gayrimenkul İnşaat A.Ş.	Not Trading On The Stock Exchange

Share Group Info	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital	New Shares To Be Given Due To Merger
NUHCM, TRANUHCM91F0	150.213.600			150.213.600

	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital
TOTAL	150.213.600 TL	0 TL	0 TL	150.213.600 TL

Capital Market Board Application Date Regarding Merger	28.02.2025
Capital Market Board Application Result Regarding Merger	APPROVAL
Capital Market Board Approval Date Regarding Merger	08.05.2025
Capital Market Board Application Result	APPROVAL
Capital Market Board Approval Date	08.05.2025

Additional Explanations

At our Company's Board of Directors meeting dated May 14, 2025;

1- It has been resolved that our Company shall merge with Nuh Gayrimenkul İnşaat Anonim Şirketi, registered with the Körfez Trade Registry under registration number 5123, through acquisition, in accordance with Articles 23 and 24 and other relevant provisions of the Capital Markets Law, the Capital Markets Board's Communiqué No. II-23.2 on Mergers and Demergers, Articles 136 to 158 and other relevant provisions of the Turkish Commercial Code, Articles 19 and 20 and other relevant provisions of the Corporate Tax Law; by taking over all of its assets and liabilities, rights and obligations as a whole, and that the merger is accepted,

2- Since our Company is the sole shareholder holding 100% of the shares of Nuh Gayrimenkul İnşaat A.Ş., it has been resolved that the merger shall be carried out under the provisions of a "Simplified Merger" as set forth in Articles 155 and 156 of the Turkish Commercial Code and Article 13 of the Capital Markets Board's Communiqué No. II-23.2, and that within this scope the merger shall be carried out without the preparation of an independent audit report, a merger report, or an opinion of an expert institution, without announcements regarding shareholders' rights to review, and without submitting the merger agreement for approval at the general assembly,

3- The "Merger Agreement" signed together with the acquired company Nuh Gayrimenkul İnşaat A.Ş. dated 28.02.2025 has been approved,

4- As our Company owns 100% of the share capital of the acquired company Nuh Gayrimenkul İnşaat A.Ş. and the merger ratio is 1, it has been resolved that no capital increase shall be made due to the merger.

Documents Regarding Merger

Appendix: 1	Duyuru Metni.pdf - Announcement Text