REG - Turkiye Is Bankasi - Notification Regarding Demerger

Turkiye Is Bankasi ASAnnouncement

29/08/2023 07:00

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RNS Number : 5300K  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.

 

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