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KOÇ HOLDİNG A.Ş. — AGM Information 2023
Aug 24, 2023
5934_rns_2023-08-24_a36c048e-8f74-4ebf-9097-2662ee927062.html
AGM Information
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| Summary Info | Extraordinary General Assembly Meeting Resolution for the Partial Demerger Transaction |
| Update Notification Flag | Yes |
| Correction Notification Flag | No |
| Postponed Notification Flag | No |
General Assembly Invitation
| General Assembly Type | Extraordinary |
| Decision Date | 18.07.2023 |
| General Assembly Date | 24.08.2023 |
| General Assembly Time | 14:00 |
| Record Date (Deadline For Participation In The General Assembly) | 23.08.2023 |
| Country | Turkey |
| City | İSTANBUL |
| District | ÜSKÜDAR |
| Address | Nakkaştepe Azizbey Sokak No:1 Kuzguncuk |
Agenda Items
1 - Opening and election of the Chairman of the Meeting,
2 - Informing the shareholders within the scope of Turkish Commercial Code and Capital Markets Board Regulations regarding the partial demerger transaction to be discussed in the 3rd item of the agenda,
3 - In accordance with the Turkish Commercial Code, the Corporate Tax Law, the Capital Markets Law and the regulations related to these laws, as well as the provisions of the Trade Registry Regulation and other relevant legislation; approval or rejection of the proposal regarding the transfer of Koç Finansal Hizmetler A.Ş ("KFS") shares with a total nominal value of 15.001.230,08- TL, owned by Aygaz A.Ş. (Aygaz) , to our Company through a partial demerger transaction through the associates model, with all its rights and obligations, and the Partial Demerger Agreement and the Partial Demerger Report prepared in this regard.
4 - Subject to the required approvals being obtained from relevant authorities, approval or rejection or approval subject to amendment of the amendment of Article 6 titled "Share Capital" of the Articles of Association of the Company prepared in relation to the partial demerger transaction;
5 - Wishes and opinions.
Corporate Actions Involved In Agenda
Demerger
General Assembly Results
| Was The General Assembly Meeting Executed? | Yes |
| General Assembly Results | Attached are the signed copies of minutes of the meeting and the list of attendants available in Turkish. |
Decisions Regarding Corporate Actions
| Demerger | Not Accepted |
General Assembly Result Documents
| Appendix: 1 | KAP_hazirun_24082023.pdf - List of Attendants |
| Appendix: 2 | KAP_tutanak_24082023.pdf - Minute |
Additional Explanations
As publicly disclosed on 30.05.2023; based on the review of structuring alternatives regarding Koç Group companies, it was resolved to transfer Koç Finansal Hizmetler A.Ş. (KFS) shares with a nominal value of TL 15,001,230.08 corresponding to 3.93% of the registered capital of KFS in Aygaz's assets to Koç Holding by means of a partial demerger.
In Koç Holding A.Ş.'s Extraordinary General Assembly Meeting held today, investors have been informed that following the disclosure of the Announcement Text approved by the Capital Markets Board and the invitation to the extraordinary general assembly meeting, it has been understood that some recent developments may hinder the execution of the transaction in accordance with Articles 19 and 20 of the Corporate Tax Law and as such may lead to additional burden, and the abovementioned partial demerger transaction has been rejected by the shareholders.
Attached are the signed copies of minutes of the meeting and the list of attendants available in Turkish.
This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.