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

Jan 28, 2019

Summary Info	Announcement regarding the signing of the Merger Agreement
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

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 Agreement has been signed.

Documents Regarding Merger

Appendix: 1	Birleşme Sözleşmesi.pdf - Merger Contract