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ASTOR ENERJİ A.Ş.

M&A Activity Sep 5, 2025

8744_rns_2025-09-05_66994cf5-acf8-49b7-a8c6-4479f1d2422f.html

M&A Activity

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Summary Info Board of Directors Decision and CMB Application regarding the partial demerger under the simplified procedure through the associate model
Update Notification Flag No
Correction Notification Flag No
Postponed Notification Flag No
Board Decision Date 04.09.2025
Demerger Model Partial demerger through associate model
Title of New Company/Companies Established After Demerger ASTOR ŞARJ ANONİM ŞİRKETİ
Scope of Activities of Company Established After Demerger Establishing and operating charging stations for electric vehicles, implementing technological solutions in this field, and operating in the energy sector.
Paid-in Capital of Company Established After Demerger 400.000.000
Capital Increase of Company That Assets be Transferred Due to Demerger 400.000.000
Will Be Applied to Stock Exchange For Listing of New Established Company? No
Will Be Applied to Stock Exchange For Listing of Company That Assets be Transferred Due to Demerger? No
Adjustment Payment 0
Currency Unit TRY
Date Of Financial Statements Base To Demerger 30.06.2025
Paid-in Capital (TL) 998.000.000
Target Capital (TL) 998.000.000
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
A Grubu, İşlem Görmüyor, TREASTR00021 170.000.000
B Grubu, ASTOR, TREASTR00013 828.000.000
Capital Market Board Application Date Regarding Demerger 04.09.2025
Capital Market Board Application Date 04.09.2025

Additional Explanations

Pursuant to the decision of our Company's Board of Directors dated September 4, 2025, it has been decided to facilitate the partial spin-off of our Company's charging network operations, which are currently part of our core activities, into a newly established company named ASTOR ŞARJ A.Ş., which will be a wholly-owned subsidiary, through a participation model.

This structural change will enable the charging network operation unit to focus more independently on infrastructure investments and utilize potential growth opportunities more effectively .

Since the newly established Astor ŞARJ A.Ş. will be established through a simplified partial spin-off via a participation model and all newly established shares will be acquired by our Company, there will be no change in our Company's capital, partnership structure, or consolidated assets, and no amendment to the articles of association is required.

As a result of the assessment conducted within the scope of the Capital Markets Board's No. II-23. 3 on Significant Transactions and Right of Withdrawal, the transaction in question does not constitute a significant transaction, therefore no right of withdrawal shall arise for the shareholders, and this matter shall be brought to the attention of the shareholders at the General Assembly Meeting where the Partial Spin-off Report will be discussed.

Information and documents regarding the split will also be published on our company's corporate website (www.astoras.com.tr).

An application for approval of our simplified partial spin-off was submitted to the Capital Markets Board on September 4, 2025. Developments during the process will be shared with our investors.

This is announced to the public and our investors.

Sincerely,

Documents Regarding Demerger

Appendix: 1 Duyuru Metni.pdf - Announcement Text
Appendix: 2 Bölünme Planı.pdf - Demerger Plan
Appendix: 3 Bölünme Raporu.pdf - Demerger Report

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