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The Board of Directors of Odaş Elektrik Üretim Sanayi Ticaret Anonim Şirketi convened at the Company headquarters and unanimously decided that:
1- The total paid-in capital of the Company be increased from TRY 600,000,000 (sixhundredmillion TurkishLira) to TRY 1,400,000,000 (onebillionfourhundredmillion TurkishLira) through a cash payment of TRY 800,000,000 (eighthundredmillion TurkishLira), pursuant to the powers granted via Article 6 of the Articles of Association to reinforce the capital structure of the Company during its growth process;
2- The right to subscribe for new shares be not restricted with the said capital increase, and only Group B, non-privileged, registered shares be issued in the capital increase;
3- Group B shareholders be granted the right to subscribe for new shares (subscription right) at a price of TRY 1.00 for each share with a nominal value of TRY 1.00, pursuant to the powers granted to the Board of Directors in Article 6 of the Articles of Association of the Company;
4- The right to subscribe for new shares be valid for 20 (twenty) days and, if the last day of this period falls on a public holiday, the right to subscribe for new shares should expire on the evening of the following business day;
5- After the exercise of the right to subscribe for new shares, the remaining Group B shares be sold on the Borsa Istanbul (BIST) for 2 (two) business days at a price reflecting the trading value of the shares on the Primary Market of BIST, which shall not be lower than the nominal value;
6- An application be made with the Capital Markets Board (“CMB”) for the approval of the Prospectus for the issuance and sale of the increased shares with a nominal value of TRY 800,000,000;
7- The attached Report on the Use of Funds, prepared pursuant to Article 33 of the CMB’s Communiqué on Shares No. VII-128.1 with regards to the intended purpose of use of the funds from the said capital increase, be approved;
8- Pursuant to this resolution, the Management of the Company be fully authorized to perform any and all transactions to make all necessary applications with the Capital Markets Board, Borsa Istanbul A.Ş. and Merkezi Kayıt Kuruluşu A.Ş., as well as all other authorities; to prepare all necessary documents, prospectuses and a sales announcement to account owners accordingly; to approve, accept and sign all respective announcements and other declarations and documents in question; to state the timeframe to exercise the right to subscribe for new shares in the prospectus and to duly fulfill all other legal requirements; pursuant to the provisions of 25/(1)/(a) of the Communiqué on Shares (VII-128.1), after expiration of the sales period, to sell any unsold shares to natural person subscribers in a number equivalent to the subscription amount, and after completion of the sale, to cancel the still unsold shares within 6 (six) business days; to appoint Halk Yatırım Menkul Değerler A.Ş. as the intermediary firm to handle all processes pertaining to the Capital Increase in a coordinated manner; to appoint legal advisors and, together with them, accept all relevant terms and conditions contained in any type of contract to be entered into for all services to be obtained in connection with the capital increase before signing such contracts
As part of this resolution, an application was filed today with the Capital Markets Board.
