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AG ANADOLU GRUBU HOLDİNG A.Ş. M&A Activity 2019

Feb 8, 2019

5879_rns_2019-02-08_2cec53c1-ae4f-4512-87d8-df53680417b7.html

M&A Activity

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Summary Info Announcement regarding the approval of Capital Markets Board
Update Notification Flag Yes
Correction Notification Flag No
Postponed Notification Flag No
Board Decision Date 21.12.2018
Merger Model Merger Through Acquisition
Date Of Financial Statements Base To Merger 30.09.2018
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
Anadolu Termik Santralleri Elektrik Üretim 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
A Grubu, AGHOL, TRAYAZIC91Q6 194.827.614,36 194.827.614,36
B Grubu, İşlem Görmüyor, TREYAZI00017 48.706.903,6 48.706.903,6
Paid In Capital Amount Of Capital To Be Increased Due To The Acquisition (TL) Capital To Be Decreased (TL) Target Capital
TOTAL 243.534.517,96 TL 0 TL 0 TL 243.534.517,96 TL
Capital Market Board Application Date 10.01.2019
Capital Market Board Application Result APPROVAL
Capital Market Board Approval Date 08.02.2019

Additional Explanations

As announced earlier, our 100% owned inactive subsidiary Anadolu Termik Santralleri Elektrik Üretim A.Ş. will be merged with our company through facilitated merger method, in accordance with the Turkish Commercial Code No. 6102, item 155/1-a and other items related with mergers, Corporate Tax Law No. 5520 articles 19 and 20, article 23 of Capital Markets Law and related other provisions, Capital Markets Board's Communique on Merger and Demergers numbered II-23.2 and other communiques, resolutions and other related legislative provision. In this regard, the Merger Announcement Document has been approved by Capital Markets Board, through its decision dated February 8, 2019 and numbered 29833736-106.01.01-E.1993.

Documents Regarding Merger

Appendix: 1 Birleşme Sözleşmesi.pdf - Merger Contract
Appendix: 2 AGHOL finansal tablolar 1.pdf - Other
Appendix: 3 AGHOL finansal tablolar 2.pdf - Other
Appendix: 4 Duyuru Metni_SPK Onaylı.pdf - Announcement Text
Appendix: 5 SPK Onay Yazısı.pdf - Other
Appendix: 6 Termik Finansal Tablo.pdf - Other