TÜRKİYE ŞİŞE VE CAM FABRİKALARI A.Ş.

M&A Activity • Jul 14, 2020

Summary Info	The Board of Directors' Decision regarding the merger under our Company through acquisition of Anadolu Cam, Denizli Cam, Paşabahçe Cam ,Soda Sanayii Trakya Cam (update)
Update Notification Flag	Yes
Correction Notification Flag	No
Postponed Notification Flag	No
Related Companies	ANACM, DENCM, TRKCM, SODA

Board Decision Date	14.07.2020
Merger Model	Merger Through Acquisition
Date Of Financial Statements Base To Merger	31.12.2019
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
ANADOLU CAM SANAYİİ A.Ş.	Trading On The Stock Exchange	0,88239
DENİZLİ CAM SANAYİİ VE TİCARET A.Ş.	Trading On The Stock Exchange	0,33089
TRAKYA CAM SANAYİİ A.Ş.	Trading On The Stock Exchange	0,67615
SODA SANAYİİ A.Ş.	Trading On The Stock Exchange	1,15997
PAŞABAHÇE CAM SANAYİİ VE TİCARET A.Ş.	Not Trading On The Stock Exchange	0,53423

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
SISE, TRASISEW91Q3	2.250.000.000	814.228.446,43		3.064.228.446,43	SISE, TRASISEW91Q3

	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital
TOTAL	2.250.000.000 TL	814.228.446,43 TL	0 TL	3.064.228.446,43 TL

Capital Market Board Application Date Regarding Merger	27.04.2020

Additional Explanations

As per the resolution of the Board of Directors of our Company dated 14.07.2020, it is decided;

At the Board of Directors meeting of our Company dated 30.01.2020, within the framework of the Capital Markets Law (CML) numbered 6362, Communiqué on Common Principles Regarding Significant Transactions and the Retirement Right numbered II, N 23.1 (Communiqué No.II 23.1), Merger and Demerger Communiqué numbered II, N 23.2 (Communiqué No: N. II 23.2), Turkish Commercial Code numbered 6102 (TCL), Corporate Tax Law numbered 5520 and other related legislation provisions, negotiations have been initiated with the intention of merging Anadolu Cam Sanayii A.Ş., Denizli Cam Sanayii ve Ticaret A.Ş., Paşabahçe Cam Sanayii ve Ticaret A.Ş., Soda Sanayii A.Ş. and Trakya Cam Sanayii A.Ş. under our Company Türkiye Şişe ve Cam Fabrikaları A.Ş. ("Merger Transaction"). Subsequently, it was decided under the Board of Directors Resolution of 27.04.2020 to initiate the merger transactions, to sign the Merger Agreement and to submit an application to the Capital Markets Board for the approval of the announcement text.

In addition, the Law Amending the Banking Law and Certain Other Laws numbered 7222 ("Law No. 7222") was entered into force through its publication in the Official Gazette on 25.02.2020. With the Law No. 7222, Articles 23 and 24 of the CML have been amended, and within this framework, the Communiqué on Common Principles Regarding Significant Transactions and the Retirement Right numbered II, N 23.3 (Communiqué No.II 23.3) which was published in the Official Gazette dated 27.06.2020 and numbered 31168 entered into force on 27.06.2020, the date of publication.

In this context, due to the fact that amendment of the Merger Agreement and Merger Report signed by the Board of Directors on 27.04.2020 has become necessary; it is decided with the positive votes of all the participant members, including independent Board members, to approve the Merger Agreement and Merger Report as amended in the annex of this decision.