Memorandum Regarding Mergers of Joint Stock Companies

TABLE OF CONTENTS

I. SUBJECT

II. PROVISIONS OF TURKISH COMMERCIAL CODE

1. Merger By Way of Acquisition

1.1. Call to Creditors

1.2. Separate Management of Assets

1.3. Joint and Several Liabilities

1.4. Court with Jurisdiction Remains Unchanged

1.5. Priority of Creditors of Dissolved Companies

1.6. Validity of Merger of Assets

1.7. Registration of Dissolution

1.8. Delivery of Shares

2. Incorporation of a New Company

2.1. Issues to be Determined in Merger Agreement

2.2. Consent of General Assembly

2.3. Registration of New Company

2.4. Delivery of New Shares

3. Other Common Provisions

III. MERGERS OF PUBLIC JOINT STOCK COMPANIES

1. Provisions of the Law