Transaction in Own Shares • Nov 5, 2024
Transaction in Own Shares
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The reflections of the global economic environment on the Turkish capital markets and the possible negative effects of this situation may result in the prices of the partnership shares on Borsa Istanbul A.Ş. ("Borsa") not reflecting the actual performance of the partnership's activities, may cause the share price to fluctuate and may cause an unhealthy and unstable price formation. Furthermore, in such special periods, the buying of the Company's own shares may be a better investment choice compared to other investment alternatives. For this reason, it is aimed that the Company will follow the price movements in the Stock Exchange within the period of the authorization granted by the general assembly and the buyback program, and when deemed necessary by the board of directors, the Company will be able to invest by buying its own shares from the Stock Exchange. The buyback shares may also be utilized within the framework of the share acquisition plans in the event that share acquisition plans are established for the employees of the company.
The board of directors is fully authorized to execute the buyback program following the approval of the general assembly. Approval of the buyback program by the general assembly is an authorization given to the board of directors; approval of the program does not constitute a commitment that the buyback authority granted under the program will be used.
The board of directors may exercise the repurchase authorizations itself or may also delegate them to the real or legal persons and relevant company organs to be determined by it.
The buy-back program will be in effect for 3 (three) years from the date of entry into force. The Board of Directors is authorized not to start the share buyback program at all or to stop it at any time.
Maximum shares corresponding to 2,7% of our Company's paid/issued capital of TL 93,750,000 (ninetythree million seven hundred and fifty thousand Turkish Liras) may be subject to buyback within the scope of the relevant communiqué and regulations. In the event of a legislative change or capital increase within this period, transactions shall be carried out in accordance with the new capital or changed legislation. As of the approval date of this program, the maximum number of shares subject to buyback is 2,500,000 (Two million five hundred thousand).
The program will be terminated after the maximum number of shares subject to buyback is reached.
The lower price limit for the buyback of our Company's shares is 1 TL (One Turkish Lira) and the upper price limit is 1200% more than the "book value of shares" amount to be found by dividing the "equity" amount in the consolidated statement of financial position (balance sheet) disclosed to the public on the Public Disclosure Platform ("KAP") by the issued capital of our Company [((equity/issued capital) x (1+1200%)].
In the event that a transaction occurs that requires the adjustment of the Exchange price of the shares of our Company, the same adjustment will also be applied to the lower and upper price limits determined for the buyback of the shares of our Company. The lower and upper price limits subject to such adjustment will be announced on PDP with a material event disclosure.
The buyback shares and the bonus shares acquired due to these shares may be held indefinitely, provided that the conditions in the first and third paragraphs of Article 9 of the Communiqué are complied with.
The shares buy-backed contrary to the provisions of the Communiqué shall be disposed of within 1 (one) year at the latest as of the date of buy-back. Shares that cannot be sold during this period shall be redeemed through "capital reduction".
In addition to the issues stated in the number 1 "Purpose of the buyback" section, it is possible for our Company to sell its own shares on the Stock Exchange during or after the end of the buyback program, taking into account the provisions of the relevant legislation.
In matters not covered in this section, the provisions of the Communiqué shall be applied.
The total amount of funds subject to the buyback of our Company's shares is TL 100,000,000 (One hundred million Turkish Liras) to be covered from our Company's own resources. There is no commitment that this entire amount will be used for buyback.
The nominal value of the buyback shares shall not exceed 2,7% of the paid/issued capital of our Company amounting to TL 93,750,000 (ninety-three million seven hundred and fifty thousand Turkish Liras) and the total value of the buyback shares shall not exceed the total amount of our resources that can be subject to dividend distribution within the framework of the Capital Markets Board regulations. The buyback shares that are disposed of during this program will not be taken into account as a discount item in the calculation of the said ratio. Compliance with these conditions is the responsibility of the Board of Directors.
There are still 367,287.50 existing shares that have not been disposed of from the shares acquired by our Company within the scope of price stabilization after the public offering. The ratio of treasury shares to the capital is 0.4%.
The total amount of funds subject to the buyback of our Company's shares is TRY 100,000,000 (One hundred million Turkish Lira), which corresponds to approximately 5.95% of our total assets in our financial statements as of 30.06.2024. Within the scope of the buyback program, a part of the cash and/or cash equivalents of our Company will be used for the acquisition of our Company's own shares. In this context, the buyback program will not have a negative impact on the financial position and results of operations of our Company.
| 11. | Annual and last three-month high, low and weighted average share price information table | ||||||
|---|---|---|---|---|---|---|---|
| Lowest Share Price (TL) |
Highest Share Price (TL) |
Weighted Average Share Price (TL) |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| As of 05.11.2024 | |||||||||||
| 3-Month | 76,7 | 115,7 | 97,3 | ||||||||
| Annual | 57,2 | 175,00 | 116,7 |
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