Notification Regarding Demerger

Turkiye Is Bankasi

25 August 2023

 

Notification Regarding Demerger

In the first century of our Republic, of which we are celebrating 100th anniversary, our Bank has successfully accomplished its duties, in line with its founding mission, with the companies it established or participated in different sectors so far. Accordingly, entering into our second century, with the aim of managing our subsidiaries portfolio more effectively, dynamically and efficiently, with a full concentration and increased Group synergy and establishing a structure that will contribute to sustainable growth via strategic investments in new fields, at the ultimate course being subject to approval of the General Assembly; with the 25.08.2023 dated decision of our Board of Directors Head Office has been authorized for the following transactions:

•  To transfer the shares of the belowmentioned subsidiaries and affiliate owned by our Bank to a company which will newly be incorporated as a 100% subsidiary of our Bank, using the "partial facilitated demerger through associate model" method that regulated in the Article 17 of the Capital Markets Board's Communiqué on Mergers and Demergers (II-23.2) and within the framework of Articles 19 and 20 of the Corporate Tax Law, Articles 159 to 179 of the Turkish Commercial Code, with the provisions of the Regulation on Banks' Merger, Transfer, Demerger and Changes of Shares, the Capital Markets Law, the Capital Markets Board's Communiqué on Mergers and Demergers (II-23.2) and other relevant legislation:

- 50.93% shares of Türkiye Şişe ve Cam Fabrikaları A.Ş.,

- 47.68% shares of Türkiye Sınai Kalkınma Bankası A.Ş.,

- 65.74% shares of İş Yatırım Menkul Değerler A.Ş.,

- 52.06% shares of İş Gayrimenkul Yatırım Ortaklığı A.Ş.,

- 100.00% shares of Trakya Yatırım Holding A.Ş.,

- 87.60% shares of Milli Reasürans T.A.Ş.,

- 62.00% shares of Anadolu Hayat Emeklilik A.Ş.,

- 27.79% shares of İş Finansal Kiralama A.Ş.,

- 100.00% shares of İşbank AG,

- 100.00% shares of JSC İşbank,

- 100.00% shares of JSC Isbank Georgia,

- 100.00% shares of Moka Ödeme ve Elektronik Para Kuruluşu A.Ş.,

- 100.00% shares of İşnet Elektronik Bilgi Üretim Dağıtım Ticaret ve İletişim Hizmetleri A.Ş.,

- 86.33% shares of İş Merkezleri Yönetim ve İşletim A.Ş.,

- 100.00% Kültür Yayınları İş Türk A.Ş.

and

- 20.58% shares of Arap Türk Bankası A.Ş.

•  To carry out partial demerger transaction, based on the financial statements dated 30 June 2023

•  To prepare Announcement Text, Demerger Plan, Demerger Report, Notice of the Right to Review and all the other required documents and carry out all legal procedures

•  To carry out all applications to and transactions with all public and private bodies including but not limited to Ministry of Trade, Banking Regulation and Supervision Agency, Capital Markets Board of Turkey, Insurance and Private Pension Regulation and Supervision Authority, Competition Authority, Central Bank of the Republic of Türkiye, Energy Market Regulatory Authority, Central Registry Agency and Register of Commerce.

Since the partial demerger transaction will be executed via facilitated procedure in line with Communiqué On Merger and Demerger numbered II-23.2 and published by Capital Markets Board of Turkey; independent audit report and opinion of expert institution will not be obtained.

 

END