Our company, in accordance with the decision taken at the meeting of the Board of Directors dated 14.04.2025 and numbered 2025/18 has decided to enter into negotiation to sign two separate share transfer agreements ("Agreements") regarding ;
(i) Purchasing of the 50% share, equivalent to TRY 50,000.00, of the Euro Crescent Private Limited in Kurtköy Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş., ("Kurtköy Gayrimenkul") in which the Company currently holds a 50% share equivalent to TRY 50,000.00
(ii) Purchasing of 50% share equivalent to TRY 500,000.00, of the Euro Crescent Private Limited in Esentepe Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş., ("Esentepe Gayrimenkul") in which the Company currently holds a 50% share equivalent to TRY 500,000.00
Following the negotiation, the Agreements were executed on 24.07.2025 (today), and the transfers have not yet been completed. Obtaining approval from the Competition Board for share transfer transactions is one of the prerequisites for the realization of the share transfer. An application for approval will be submitted to the Competition Board, and further information will be provided once the Board has made its decision.
Upon completion of these transfers, our Company will become the sole shareholder of Kurtköy Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş. and Esentepe Gayrimenkul Yatırım İnşaat Turizm Sanayi ve Ticaret A.Ş., which were previously under joint control with Euro Crescent Private Limited and the Company will attain full ownership of both companies by acquiring 100% of their shares.
Under the Article 9 ("Related Party Transactions) of the Corporate Governance Comminique (II-17.1) ("Comminique") the abovementioned share purchase transactions constitute related party transactions. Due to the fact that thresholds ratios stipulated in the Comminique ((i) 5% for Kurtköy Gayrimenkul and (ii) 10% for Esentepe Gayrimenkul) are expected to be exceeded, the Company has resolved that obtain a separate valuation reports for each transaction from a valuation company authorized by the Capital Markets Board.
With the completion of the aforementioned share transfers, the indirect sole ownership of İzmir Optimum Shopping Center and Ankara Optimum Outlet Shopping Center, which are significant assets in our portfolio, will be transferred to our Company. All revenues generated from these shopping centers will be included in our portfolio starting from January 1, 2025, under the Agreements. The fact that the entire ownership of the shopping centres will belong to our Company is of great importance for the growth of our portfolio and revenue.
Although the disclosure of this material event was deferred pursuant to the Board of Directors resolution dated 14 April 2025 and numbered 2024/18, in line with Article 6 ("Postponement of Public Disclosure of Inside Information") of the Capital Markets Board's ("CMB") Communiqué No. II-15.1 on Material Events and the related provisions of the CMB's Material Events Guidelines, according to the Board of Directors Resolutions dated 2 July 2025 and numbered 2025/26 and 2025/27, Agreements were signed on 24.07.2025 (today) and the board of directors of our Company has determined that the reasons for deferral have ceased to apply, and has decided to make this material event disclosure.
This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.
