AKFEN GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.

M&A Activity • Mar 21, 2025

Summary Info	Regarding the CMB approval for the Merger of Akfen Karaköy Gayrimenkul Yatırımları ve İnşaat A.Ş., a 100% subsidiary of our Company in Simplified Procedure.
Update Notification Flag	Yes
Correction Notification Flag	No
Postponed Notification Flag	No

Board Decision Date	06.12.2024
Merger Model	Merger Through Acquisition
Date Of Financial Statements Base To Merger	30.09.2024
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
Akfen Karaköy Gayrimenkul Yatırımları ve 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
A Grubu, İşlem Görmüyor, TREAKFG00020	11.315,949	0	0	11.315,949
B Grubu, AKFGY, TREAKFG00012	3.899.966.052,156	0	0	3.899.966.052,156
C Grubu, İşlem Görmüyor, TREAKFG00038	11.315,949	0	0	11.315,949
D Grubu, İşlem Görmüyor, TREAKFG00046	11.315,949	0	0	11.315,949

	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital
TOTAL	3.900.000.000,003 TL	0 TL	0 TL	3.900.000.000,003 TL

Capital Market Board Application Date Regarding Merger	06.12.2024
Capital Market Board Application Result Regarding Merger	APPROVAL
Capital Market Board Approval Date Regarding Merger	20.03.2025
Capital Market Board Application Date	06.12.2024
Capital Market Board Application Result	APPROVAL
Capital Market Board Approval Date	20.03.2025

Additional Explanations

Within the framework of the relevant provisions of the Turkish Commercial Code No. 6102, Articles 19 and 20 of the Corporate Tax Law No. 5520, the Capital Markets Law No. 6362 and the provisions of the Capital Markets Board's (CMB) "Merger and Demerger Communiqué" No. II-23.2, our Company's request for the approval of the announcement text prepared for the merger transaction by taking over Akfen Karaköy Gayrimenkul Yatırımları ve İnşaat A. Ş. (Akfen Karaköy), in which it owns 100% of the capital and voting rights, in accordance with the provisions of the merger in the facilitated procedure. Ş. (Akfen Karaköy), in which the Company owns 100% of the capital and voting rights, within the framework of the provisions of the "Merger and Demerger Communiqué" numbered II-23.2, has been approved by the decision of the Capital Markets Board Decision Making Body dated 20.03.2025 and numbered 17/569.

With the said approval, the Merger Agreement signed between our Company (Transferee) and Akfen Karaköy (Transferred) has entered into force and the procedures for the registration of the said merger transaction have also been initiated.

Within the scope of the merger transaction, the CMB approved announcement text and other information and documents regarding the merger are attached hereto.

It is respectfully announced to the public and our investors.

The English translation of this disclosure is attached hereto and in case of any discrepancy in the text of the disclosure, the Turkish disclosure shall prevail.

Documents Regarding Merger

Appendix: 1	Ek-1 BirlesmeSözlesmesi_AkfenGYO_AkfenKarakoy_06122024.pdf - Merger Contract
Appendix: 2	Ek-3 YK Kararları_Birlesme_Akfen GYO_Akfen Karakoy_06122024.pdf - Other
Appendix: 3	Ek-4 AKFEN GYO 30 09 2024 SPK Konsolide Finansal Tabloları.pdf - Other
Appendix: 4	Ek-5 AKFEN KARAKÖY 30 09 2024 SPK Finansal Tabloları.pdf - Other
Appendix: 5	Ek-2 Duyuru Metni_AKFG-Akfen Karaköy.pdf - Announcement Text