Announcement Regarding the Merger with Adilbey Holding Through Acquisition

Our Board of Directors has resolved the following at its meeting held on December 22, 2022:

1. Subject to the approval of the General Assembly of our Company; within the scope of the provisions of the Capital Markets Legislation, the Turkish Commercial Code No. 6102 and the provisions of the Corporate Tax Law No. 5520, and the provisions of other legislation, all assets and liabilities of Adilbey Holding A.Ş. shall be merged under our Company through "acquisition",

2. In the process of merging all assets and liabilities of Adilbey Holding A.Ş. by "acquisition" by our Company as a whole, and in the calculations to be made regarding the said merger; within the scope of Article 6 titled "Financial statements to be taken as basis in merger and demerger transactions" of the "Communiqué on Mergers and Demergers" of the Capital Markets Board numbered II-23.2; consolidated financial statements and footnotes of our company for the 01.01.2022-30.09.2022 interim accounting period shall act as the basis for the transaction,

3. In the process of merging all assets and liabilities of Adilbey Holding A.Ş. as a whole by "acquisition" by our Company; "Merger rate", "Conversion rate" and if necessary, the "capital increase amount", which will be calculated by taking these ratios into account and therefore the number of shares that will be given out of the increased capital to the shareholders of Adilbey Holding A.Ş, shall be determined in accordance with the provisions of the relevant legislation, with a fair and reasonable approach and without any hesitation; "Expert Institution Report" which will be prepared in accordance with the provisions of Article 7 titled "Expert Institution Opinion" of the "Communiqué on Mergers and Demergers" numbered II-23.2 of the Capital Markets Board; "Merger Agreement" shall be the basis in the transaction,

4. In the process of merging all assets and liabilities of Adilbey Holding A.Ş. as a whole by "acquisition" by our Company; as (A) group shares of Adilbey Holding A.Ş. have the "privilege in voting" and the "privilege to be represented on the board of directors" as per the Articles of Association;

a) Necessary evaluations and calculations shall be made, taking into account the 11th article titled "Protection of shareholders" of the "Communiqué on Mergers and Demergers" numbered II-23.2 of the Capital Markets Board,

b) Our Company's Articles of Association shall be amended to cover the rights and shares of that owned by Adilbey Holding A.Ş's shareholders at Adilbey Holding A.Ş and in a way that will not undermine their rights to make a claim on our Company's shares,

5.In the process of merging all assets and liabilities of Adilbey Holding A.Ş., which does not have any assets other than the shares of our Company according to its financial statements dated 30.09.2022, by "acquisition" by our Company as a whole shall be completed given that an "exit right" does not arise for the shareholders of our Company and that there would not be a "takeover bid obligation".