In the statement made to the Public Disclosure Platform (KAP), the following were recorded; The board of directors of Tümosan Motor Ve Traktör Sanayi Anonim Şirketi convened at the headquarters of the company today and took the following decisions.
Engaged in the R&D Center and Research and Development Activities for Engine and Tractor production, in order to direct resources to more specific fields of activity by providing our company with a more efficient and productive structure, and to establish a more effective and focused structure in R&D activities. It has been decided to transfer the Service Business to a joint stock company titled Tümosan Teknoloji Mühendislik Sanayi Ticaret A.Ş., which will be newly established as a 100% subsidiary of our company, by way of partial division in the form of an ash in a way that does not disturb the business integrity of our company.
1- The R&D Center for Engine and Tractor production and the "R&D Service Business", which is engaged in Research and Development activity, under the legal entity of Tümosan Motor ve Traktör Sanayi Anonim Şirketi, registered with the Istanbul Trade Registry with the registration number 505991. Subject to the approval of the Board; Partial division process; Article 6102-159 of the Turkish Commercial Code numbered 179 and the subparagraph (b) and article 5520 of the third paragraph of the 19th article of the Corporate Tax Law (“KVK”) numbered 3; In addition, since our Company is subject to the Capital Markets Law No. 20 and its shares are offered to the public and traded on Borsa Istanbul (BIST), Article 6362 (a) and Article 23 (d) of the CMB and other relevant provisions, if any; In accordance with the provisions of the Capital Markets Board's ("CMB") "Merger and Division Communiqué" ("II-24 Communiqué"), which entered into force after being published in the Official Gazette dated 28.12.2013 and numbered 28865, and the provisions of the relevant legislation. to be realized as;
2- For the active and passive account items belonging to the R&D Center and Research and Development Activity operating within our company, our company; On the basis of the registered / book values dated 30.09.2020 in the legal accounting records kept in accordance with the TCC, tax legislation and the General Communiqués on Accounting System Application published by the Ministry of Finance and the Uniform Chart of Accounts, together with other related rights and obligations and to realize the partial demerger by transferring it to a joint stock company named Tümosan Teknoloji Mühendislik Sanayi Ticaret A.Ş, which will be newly established as a 100% subsidiary of our company, by way of Partial Division in the form of ash, without compromising its integrity; our company, Tümosan Motor ve Traktör Sanayi Anonim Şirketi, for the acquisition of the shares representing the entire capital of the company to be established;
3-Due to the fact that our Company is subject to the CMB and its shares are publicly offered and traded in the Stock Exchange, the Public Oversight, Accounting Audit Standards Authority within the scope of the "Communiqué on Principles Regarding Financial Reporting" (II-14.1) (UPS), published by Turkey Accounting Standards (IAS) and financial Reporting Standards, according to Turkey, dated 30.09.2020/XNUMX/XNUMX financial statements and notes taken on the merits;
4- In the transfer of the "R&D Service Business" with partial division; Due to the fact that our company will own 100% of the shares representing the capital in Tümosan Teknoloji Mühendislik Sanayi Ticaret A.Ş., which will be newly established as a 100% subsidiary of our company through partial demerger, which will be in the position of the transferee company, the aforementioned "Partial Demerger Transaction" In accordance with the Article 23.2 titled "Splitting Procedures" and 14th titled "Splitting in a Facilitated Procedure" of the Communiqué II-17, "Participation Model and Facilitated Procedure"; In this respect, the independent audit report and expert firm opinion should not be taken;
5- Article 20.06.2020 of the "Significant Transactions and the Right to Leave Communiqué" ("II-31168 Communiqué"), which was published in the Official Gazette dated 23.3 and numbered 15, titled "Cases where the right to leave is not arisen" ( d) exemption granted by subparagraph and other relevant legislation provisions.
6- Acceptance of the Division Plan, Division Report, and the Draft of the Articles of Association of the New Company as attached;
7- The acceptance of the notice text as the basis for the application to be made to the Capital Markets Board as included in the Annex, without prejudice to the changes that may be requested by the CMB at the application stage,
8- Submission of the Division Report and the Division Plan and the financial reports of the last three years for the examination of the shareholders in accordance with the provisions of TCC, CMB and relevant legislation;
9- Disclosure of the Division Report, the Division Plan and the text of the announcement to be made to the Capital Markets Board and the aforementioned documents together with other documents, if any, to the public via the Public Disclosure Platform ('KAP'); also http://www.tümosan.com.tr on our corporate website at the address of TTK, CMB. To make the necessary announcements for the right of examination of the shareholders in accordance with the relevant legislation and to submit them to the examination of the shareholders at our Company Headquarters;
10- In accordance with the provisions of the CMB's Communiqué II-23.2, making an application to the CMB and other official institutions, if necessary, together with the necessary information and documents listed in the Annex II-23.2 Communiqué (ANNEX / 2);
11-Partial demerger transactions are performed based on our company's financial statements dated 30.09.2020;
12- Based on the Independent Accountant Financial Advisor Report, which will constitute the basis for the partial division, the balance sheet and income statement dated 30.09.2020;
For the completion and execution of all transactions, including the CMB application required within the scope of the Partial Division, Nuri Albayrak, the Vice Chairman of the Board of Directors, Muzaffer Albayrak, the Board Member, and Mesut Muhammet Albayrak, the Board Member, to be authorized jointly with the principle of signature;
it was decided unanimously.