AGM Information • Aug 25, 2022
AGM Information
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| Summary Info | Extraordinary General Assembly Resolution regarding the partial demerger transaction |
| Update Notification Flag | Yes |
| Correction Notification Flag | No |
| Postponed Notification Flag | No |
| Related Companies | AYGAZ, KCHOL |
| Board Decision Date | 25.04.2022 |
| Merger Model | Merger Through Acquisition |
| Date Of Financial Statements Base To Merger | 31.12.2021 |
| 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 |
| ENTEK ELEKTRİK ÜRETİM A.Ş. | Not Trading On The Stock Exchange | 90,97667 | A | Registered |
| 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 |
| A Grubu, TUPRS, TRATUPRS91E8 | 250.419.199,999 | 24.837.314 | 275.256.513,999 | A Grubu, TUPRS, TRATUPRS91E8 | |
| C Grubu, İşlem Görmüyor, TRETPRS00011 | 0,001 | 0,001 |
| Paid In Capital | Amount Of Capital To Be Increased Due To The Acquisition (TL) | Capital To Be Decreased (TL) | Target Capital | |
| TOTAL | 250.419.200 TL | 24.837.314 TL | 0 TL | 275.256.514 TL |
| Capital Market Board Application Date Regarding Merger | 29.04.2022 |
| Capital Market Board Application Result Regarding Merger | APPROVAL |
| Capital Market Board Approval Date Regarding Merger | 07.07.2022 |
| Date of Related General Assembly | 25.08.2022 |
| Was The Issue Of Merger Negotiated? Was It Accepted? | Accepted |
Additional Explanations
Extraordinary General Assembly Meeting Resolutions for the Partial Demerger Transaction
As publicly disclosed on 25.04.2022, Entek Elektrik Üretim A.Ş. ("Entek") shares with a nominal value of 942,727,458.04 TL, corresponding to 99.24% of the capital of Entek registered under the assets of Koç Holding A.Ş. ("Koç Holding") and Aygaz A.Ş. ("Aygaz"), will be acquired by partial demerger.
The abovementioned partial demerger transaction has been approved by Tüpraş's Extraordinary General Assembly Meeting today.
Accordingly, the issued capital of Tüpraş will be increased from TL 250,419,200 to TL 275,256,514 due to the transaction, while the issued capital of Aygaz will be decreased from TL 300,000,000 to TL 219,800,767. While Tüpraş's TL 24,837,314 issued shares with a nominal value of TL 12,418,655 will be given to Koç Holding in exchange for Entek shares and the remaining nominal value of TL 12,418,659 will be given to Aygaz shareholders in exchange for Entek shares.
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.
Documents Regarding Merger
| Appendix: 1 | Minutesof_AGM.pdf - Other |
| Appendix: 2 | Olaganustu_Genel_Kurul_Tutanagi.pdf - Other |
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