Conditional Capital Increase System

Conditional capital increase is a newly introduced concept by the New Turkish Commercial Code numbered 6102 (the "New TCC") which enables holders of certain debt instruments such as convertible bonds or other similar deeds or its employees to exchange debt claims with shares of the Company. According to Article 463 of the New TCC, those who can benefit from this system must either be holders of convertible bonds or similar debt instruments (qualified creditors) and/or employees of the company or qualified creditors of group of companies or their employees.

Conditional capital increase is contingent upon proper written notice of the beneficiary to the implementing company regardless of the resolution of the competent corporate organ of the company, in other words, the holders of the right may exercise their right of exchange by their unilateral declaration of their intention.