BİM BİRLEŞİK MAĞAZALAR A.Ş.

M&A Activity • Aug 8, 2024

Summary Info	Board of Directors' Resolution Regarding the Merger of Our Company with Emek Yatırım Proje Geliştirme A.Ş. in Accordance with the Facilitated Procedure
Update Notification Flag	No
Correction Notification Flag	No
Postponed Notification Flag	No

Board Decision Date	08.08.2024
Merger Model	Merger Through Acquisition
Date Of Financial Statements Base To Merger	31.12.2023
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
Emek Yatırım Proje Geliştirme 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
BIMAS, TREBIMM00018	607.200.000	0	0	607.200.000

	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital
TOTAL	607.200.000 TL	0 TL	0 TL	607.200.000 TL

Additional Explanations

Our Board of Directors has decided on 08.08.2024 to merge our company with Emek Yatırım Proje Geliştirme Anonim Şirketi, a 100% subsidiary, through its acquisition based on its registered value.

In this context it has been decided:

- To initiate work in accordance with the relevant provisions of the Turkish Commercial Code ("TCC") regulating the merger process, and the Capital Markets Board's Communiqué on Merger and Demerger (II-23.2), among other related regulations,

- To carry out the transaction as a facilitated merger under Article 155/1(a) of the TCC and Article 13 of the Capital Markets Board's Communiqué on Merger and Demerger (II-23.2),

- To execute the transaction based on the financial statements dated 31.12.2023,

- In accordance with the simplified merger provisions as regulated under Articles 155 and 156 of the TCC and Article 13 of the Capital Markets Board's Communiqué on Merger and Demerger (II-23.2), it has been decided that a merger report will not be drawn up, the right to review will not be granted, the merger agreement will not be submitted to the general assembly, and an expert opinion will not be sought,

- To apply to the Capital Markets Board for approval by preparing the announcement text, the merger agreement, and other necessary information and documents as required by the Capital Markets Board's Communiqué on Merger and Demerger (II-23.2),

- After obtaining approval from the Capital Markets Board for the merger transaction, the merger agreement to be signed between the parties will be submitted for the approval of the Board of Directors, without submitting it to the general assembly for approval,

- That there is no need to obtain any permissions within the scope of the Law on the Protection of Competition No. 4054 and other relevant legislation,

- To authorize the individuals designated by our company to prepare and sign the documents and petitions that will be submitted to all relevant official institutions and organizations on behalf of our company within the scope of the Merger Transaction.

Work on the merger transaction has commenced within the scope of the aforementioned Board of Directors resolution, and developments on the matter will be shared with the public."

In case of a discrepancy between the Turkish and English versions of this public disclosure statement, Turkish version shall prevail.