Non-current Financial Asset Sale

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Non-current Financial Asset Sale

Update Notification Flag

Hayır (No)

Correction Notification Flag

Hayır (No)

Date of the Previous Notification About the Same Subject

-

Postponed Notification Flag

Hayır (No)

Announcement Content

Board of Directors’ Resolution Date Regarding Sale

20/06/2022

Did the Majority of Independent Members Approve the Board of Directors' Resolution Regarding the Sale?

Yes

Sold Financial Asset’s Title

D Yatırım Bankası A.Ş.

Sold Financial Asset’s Field of Operation

Investment Banking

Sold Financial Asset’s Capital

TL 200,000,000

Transaction Finalized/Due to be Finalized on:

20.06.2022

Sale Terms

Peşin (Cash)

Nominal Value of Shares Sold

TL 18,000,000

Selling Price per Share

TL 1.1877

Total Amount

TL 21,379,410

Ratio of Sold Shares to the Non-current Financial Asset’s Capital (%)

9.00

Ratio of Total Shares After the Sale to the Non-current Financial Asset’s Capital (%)

90.999090

Ratio of Voting Rights in the Non-current Financial Asset After Sale (%)

90.999090

Ratio of the Sold Non-current Financial Asset to the Parent Company’s Total Assets in the Latest Disclosed Financial Statements (%)

0.08

Ratio of the Transaction Amount to the Parent Company’s Total Revenues in the Latest Disclosed Annual Financial Statements (%)

0.13

Impact on the Parent Company’s Operations

No significant impact is anticipated.

Profit/Loss Amount as a result of the Sale

The “subsidiary share sales profit” that will arise in the legal records according to the Tax Procedure Law provisions is calculated as TL 3,379,410.

How will the Sales Profit, if any, be utilized?

The company plans to utilize the sales profit to finance its activities.

Board of Directors’ Resolution Date Regarding How the Sales Profit, if any, will be utilized

As of the date of this disclosure, the Board of Board of Directors has not passed a resolution regarding how the sales profit would be utilized.

Full Name/Title of the Buyer

DHI Investment B.V.

Is the Other Party a Related Party According to CMB Regulations?

Evet (Yes)

Relationship Between the Parent Company and the Buyer

DHI Investment B.V. is a wholly owned subsidiary of the parent company.

Date of Agreement regarding the Transaction, if any

20/06/2022

Valuation Method for the Non-current Financial Assets

Valuation Report

Was a Valuation Report prepared?

Düzenlendi (Prepared)

Reason for not Preparing a Valuation Report

Düzenlendi (Prepared)

Date and Number of Valuation Report, if prepared

08.06.2022

Title of the Organization that prepared the Valuation Report

DRT Kurumsal Finansal Danışmanlık Hizmetleri A.Ş.

Value Determined According to the Valuation Report

TL 237,549,000 (total value of D Yatırım Bankası A.Ş.)

Reason for not Performing the Transaction According to the Valuation Report Results

Transaction has been performed according to the Valuation Report results.

Explanations

The Board of Directors has convened on 20.06.2022 (today) and resolved, in summary, to initiate the procedures to sell and transfer 18,000,000 shares, with a total nominal value of TL 18,000,000, corresponding to 9% of the capital of D Yatırım Bankası A.Ş., out of the 199,998,180 shares that we hold representing 99.999090% of the total capital of TL 200,000,000 of D Yatırım Bankası A.Ş. to DHI Investment B.V., a wholly owned subsidiary of our company, in cash for TL 21,379,410, representing 9% of the total value of TL 237,549,000 according to the valuation report prepared for this purpose. Further to this resolution, a ‘Share Transfer Agreement’ was signed with DHI Investment B.V. on 20.06.2022.

The sale and transfer transactions of the “Non-current Financial Asset”, described herein in detail, are anticipated to remain below the limits specified in Article 6 “Materiality criteria” of the Capital Markets Board Communiqué No. II-23.1 on Material Transactions and Exit Right (CMB Communiqué II-23.1).