M&A Activity • Sep 5, 2025
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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