AGM Information • Sep 10, 2025
AGM Information
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| Summary Info | Regarding the Registration of General Assembly Resolutions on Partial Spin-off |
| Update Notification Flag | Yes |
| Correction Notification Flag | No |
| Postponed Notification Flag | No |
| Board Decision Date | 28.03.2025 |
| Demerger Model | Partial demerger by way of share transfer to the shareholders |
| Title of New Company/Companies Established After Demerger | Henüz belirlenmemiştir |
| Company/Companies That Assets be Transferred Due to Demerger | - |
| Scope of Activities of Company Established After Demerger | The New Company is planned to be established with the purpose of ensuring coordination among the companies in which it participates in terms of capital and management, overseeing their administration, and enabling operations in areas such as planning, marketing, financial affairs, financing and fund management, legal affairs, human resources, and information technologies through the use of advanced techniques. It is foreseen that the Company will operate in this field. |
| Scope of Activities of Company/Companies That Assets be Transferred Due to Demerger | - |
| Paid-in Capital of Company Established After Demerger | 3.016.276.170 |
| Will Be Applied to Stock Exchange For Listing of New Established Company? | Yes |
| Currency Unit | TRY |
| Date Of Financial Statements Base To Demerger | 31.12.2024 |
| Paid-in Capital (TL) | 3.774.776.170 |
| Target Capital (TL) | 3.774.776.170 |
| Share Group Info | Paid-in Capital (TL) | Share Exchange Rate | Capital To Be Decreased Due To Demerger (TL) | Capital To Be Decreased Due To Demerger (%) | Amount Of Bonus Issue From Internal Resources Due to Demerger (TL) | Rate Of Bonus Issue From Internal Resources Due to Demerger(%) | New Shares'' ISIN | Amount of Shares Issued Due To Demerger |
| POLHO, TREPOHO00012 | 3.774.776.170 |
| Capital Market Board Application Date Regarding Demerger | 28.03.2025 |
| Capital Market Board Application Result Regarding Demerger | APPROVAL |
| Capital Market Board Approval Date Regarding Demerger | 23.07.2025 |
| Date of Related General Assembly | 29.08.2025 |
| Was The Issue Of Demerger Negotiated? Was It Accepted? | Accepted |
| Capital Market Board Application Date | 28.03.2025 |
| Capital Market Board Application Result | APPROVAL |
| Capital Market Board Approval Date | 23.07.2025 |
| Date Of Registry | 10.09.2025 |
Additional Explanations
In line with the resolutions adopted at the Extraordinary General Assembly meeting of Polisan Holding A.Ş. held on 29.08.2025 regarding the partial spin-off transaction whereby the shareholdings of Polisan Holding A.Ş. in Rohm and Haas Kimyasal Ürünler Üretim Dağıtım ve Ticaret A.Ş. and Polisan Kansai Boya Sanayi ve Ticaret A.Ş. will be transferred to Marmara Holding A.Ş., to be newly established under the shareholder share transfer model, the incorporation of Marmara Holding A.Ş. and the amendment to the Articles of Association of Polisan Holding A.Ş. due to capital decrease resulting from the partial spin-off were registered on 10.09.2025 and announced in the Turkish Trade Registry Gazette dated 10.09.2025 and numbered 11412.
Pursuant to Article 20 of the Capital Markets Board Communiqué II-23.2 on Mergers and Demergers, on 10.09.2025 (today), an application has been submitted to the Capital Markets Board by Marmara Holding A.Ş., which has been newly incorporated through the acquisition of assets in the shareholder share transfer model partial spin-off in which Polisan Holding A.Ş is a party, for the issuance of an "Issuance Certificate."
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.
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