The merger of Doğan Platform Yatırımları A.Ş. through being “taken over” by our Company

It has been resolved to merge under our company, through the “take over” of all assets and liabilities in their entirety by our Company of our subsidiary Doğan Platform Yatırımları A.Ş., where we hold 100% of the shares in the entirely paid in capital of 27,000,000 Turkish Liras.

1. to merge under our company, through the “take over” of all assets and liabilities in their entirety by our Company of our direct subsidiary Doğan Platform Yatırımları A.Ş., where we hold 100% of the shares in the capital, pursuant to Article 23 of the Capital Market Law, and the other relevant provisions, and the "Communiqué Regarding Merger and Spin-off transactions” of the Capital Markets Board, which became effective upon being published in the Official Gazette of 28.12.2013, no. 28865 (II-23.2) (amended with the Capital Markets Board Communiqué II-23.2.a published in the Official Gazette of 27.02.2013, no. 29280) and the other relevant provisions of the legislation as our company is subject to Article 134 and the relevant subsequent articles of the Turkish Code of Commerce No. 6102 (TTK), and Articles 19 and 20 of the Corporate Tax Law No. 5520, and Capital Markets Law no. 6362 and as their shares are public, and are being traded at the Borsa İstanbul A.Ş. (the Stock Exchange);

2. to conduct the merger through take-over transaction as per the “facilitated merger” within the scope of Articles 155 and 156 of Turkish Commercial Code, and Article 13 of the "Communiqué Regarding Merger and Spin-off transactions” of the Capital Markets Board (II-23.2) as our Company holds all the voting right shares of Doğan Platform Yatırımları A.Ş. which will be transferred, and as it is not required to give shares from our Company shares to the shareholders of our subsidiary which will be transferred,

3. to apply to the Capital Markets Board, and to other official entities if required, with the necessary information and documents set forth in Appendix 1 of the Communiqué , excluding the “independent audit report”, “merger report”, and “expert entity opinion”, which are specified as not necessary to be conveyed to the Capital Markets Board within the scope of the “facilitated merger” in the 2nd paragraph of Article 13 of the Communiqué, in compliance with the provisions of "Communiqué Regarding Merger and Spin-off transactions” of the Capital Markets Board (II-23.2),

4. to authorize and appoint the Company management for performing the necessary works and transactions, and for obtaining the necessary permits.

Prev Next