HKTM/HIDROPAR HAREKET KONTROL TEKNOLOJILERI MERKEZI SAN. VE TIC. A.S.

Within the framework of the resolution of the Board of Directors of our Company dated 12 October 2026, it has been resolved to carry out the following transactions for the purposes of strengthening our subsidiary, which was established with its headquarters in Ankara and is planned to operate in the fields of defence and maritime, and positioning it as a focal company in these fields; simplifying the management and organisational structure in line with the change in the shareholding structure following the share transfer; settling the liabilities arising from the capital advance following the withdrawal of the application for a private placement capital increase; and strengthening the financial structure of our Company.

1- All of our shares with a nominal value of TRY 10,000,000, representing 100% of the capital of our subsidiary, Hareket Kontrol Servis Merkezi Sanayi ve İnşaat Taahhüt Ticaret Anonim Şirketi (HKSM), which we own in the capital of HKSM, together with all rights, obligations and liabilities thereof, shall be transferred to Mr. İlham Çelebi for a consideration of TRY 41.715.250 based on the value of TRY 49.076.760 stated in the valuation report prepared by TRASTA Danışmanlık A.Ş., by applying a commercial discount of approximately 15% by mutual agreement between the parties, taking into account the operational and financial characteristics of the group company, the liquidity and marketability of the shares, the shareholding ratios and the overall nature of the transaction, and the sale consideration shall be offset against Mr. İlham Çelebi's rights and receivables arising from capital advances from HKTM.

2- All of our shares in the capital of our subsidiaries:

 
• ACD Bilgi İşlem Bilgisayar  Yazılım Hizmetleri Sanayi Ticaret Limited Şirketi (ACD), with a nominal  value of TRY 3.570.000 corresponding to 51% of ACD, together with all  rights, liabilities and obligations attached thereto;

 
• İnovasyon Mühendislik Teknoloji  Geliştirme Danışmanlık Sanayi ve Ticaret Limited Şirketi (İNOVASYON), with  a nominal value of TRY 3.060.000 corresponding to 51% of İNOVASYON,  together with all rights, liabilities and obligations attached thereto;

 
• Modül Modern Eğitim  Teknolojileri Anonim Şirketi (MET), with a nominal value of TRY 80.000 corresponding  to 80% of MET, together with all rights, liabilities and obligations  attached thereto;

 

At the values stated in the valuation report prepared by TRASTA Danışmanlık A.Ş. (ACD TRY 38.206.697 İNOVASYON TRY 17.998.288 MET TRY 13.468.151), by taking into consideration the operational and financial characteristics of the group companies, the liquidity and marketability of the shares, the shareholding ratios held and the overall nature of the transactions, a commercial discount of approximately 15% shall be applied by the parties;

Our shares in the capital of ACD shall be transferred to Mr. Atıf Tunç Atıl for a consideration of TRY 32.475.000 our shares in the capital of İNOVASYON for a consideration of TRY 15.300.000 and our shares in the capital of MET for a consideration of TRY 11.450.000; and the aforementioned amounts shall be offset against the rights and receivables of Mr. Atıf Tunç Atıl arising from capital advances made to HKTM.

3- The El Cezeri statue registered among the assets of HKTM shall be transferred to Mr. Atıf Tunç Atıl and Mr. İlham Çelebi in equal shares for a total consideration of TRY 5.000.000 including VAT, and an amount of TRY 2.500.000 per person shall be offset against the respective rights and receivables arising from capital advances made to HKTM.

4- As a result of the above transactions:

For Mr. Atıf Tunç Atıl:

TRY 220.000.000 − TRY 59.225.000 − TRY 2.500.000 = TRY 158.275.000

For Mr. İlham Çelebi:

TRY 85.000.000 − TRY 41.715.250 − TRY 2.500.000 = TRY 40.784.750

It has been determined that a total balance of TRY 199.059.750 in rights and receivables arising from capital advances made to HKTM shall remain outstanding.

It has been determined that the balance of TRY 199.059.750 in question originates from capital advances provided to our Company by the former shareholders of the Company for the purpose of a private placement capital increase. It has been resolved that the rights and receivables arising from capital advances shall be assigned and transferred to Mr. Süleyman Şemdinoğlu, the controlling shareholder of the Company, and that the aforementioned rights and receivables shall be transferred to Mr. Süleyman Şemdinoğlu for use in funding the capital increase consideration in the private placement capital increase application to be submitted to the Capital Markets Board.

5- It has been resolved to make the necessary accounting entries in relation to the aforementioned assignment and transfer transaction and to determine that no adat calculation was made and no interest was accrued on the balance of TRY 199.059.750 until the transfer date, and to accept that no adat calculation shall be made and no interest shall be accrued on the aforementioned amounts after the transfer date.

6- Due to the withdrawal of the private placement capital increase application before the Capital Markets Board, it has been resolved that the aforementioned capital advances shall not be converted into shares and that the offsetting, transfer and assignment transactions covered by this resolution are accepted.

7- The transactions have been evaluated collectively as of the date of the Board of Directors' resolution, as stipulated under subparagraph (c) of the first paragraph of Article 4 of the Capital Markets Board's Communiqué on Significant Transactions and the Right to Exit (II-23.3). Accordingly, the total transfers of shares in subsidiaries shall not be considered significant transactions, and no right to exit shall arise for shareholders, on the grounds that:

a) The ratio of the carrying value of the assets subject to the transfers (cumulative), based on the Company's latest publicly disclosed financial statements, to total assets is 18.15%;

b) The ratio of the transaction amount of the transfers subject to the transactions (cumulative) to the Company value calculated by taking into account the arithmetic average of the daily adjusted weighted average stock prices formed during the last six-month period is 7.53%; and

c) The ratio of the revenue generated from the assets subject to the significant transactions (cumulative), based on the Company's latest publicly disclosed annual financial statements, to the total of all revenue items affecting the net profit/loss for the period from continuing operations is 22.21%.

8- The Management has been authorized to carry out all necessary actions and transactions within the scope of this resolution.

The resolution was adopted unanimously by the members attending the meeting.

We hereby respectfully announce the foregoing to the public.

This statement has been translated into English for informational purposes. In case of any discrepancy between the Turkish and English versions of this disclosure statement, the Turkish version shall prevail.