THE SUBJECT MATTER PARTIAL SPLIT-OFF IS BEING HANDLED WITHIN THE FRAMEWORK OF THE PROVISIONS OF THE TURKISH CODE OF COMMERCE NO.09.

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1 ANNOUNCEMENT REGARDING THE CAPITAL IN KIND OF MUTLU YATIRIM PROJE VE GAYRİMENKUL GELİŞTİRME ANONİM ŞİRKETİ TO BE ESTABLISHED, AS PROVIDED THROUGH PARTIAL SPLIT-OFF OF MUTLU AKÜ VE MALZEMELERİ SANAYİİ ANONİM ŞİRKETİ BY MEANS OF THE TRANSFER OF REAL ESTATE HELD IN ITS ASSETS FOR INVESTMENT PURPOSES. THE SUBJECT MATTER PARTIAL SPLIT-OFF IS BEING HANDLED WITHIN THE FRAMEWORK OF THE PROVISIONS OF THE TURKISH CODE OF COMMERCE NO. 6102, ARTICLES 19 AND 20 OF THE CORPORATE TAX LAW NO. 5520, COMMUNIQUÉ ON THE PRINCIPLES AND PROCEDURES REGARDING THE PARTIAL SPLIT-OFF OF CORPORATIONS AND LIMITED LIABILITY COMPANIES THAT WAS PUBLISHED IN THE OFFICIAL GAZETTE DATED NO , ARTICLES 12, 23, 24 AND 29 OF CAPITAL MARKETS LAW NO 6362 AND COMMUNIQUÉ ON THE MERGER TRANSACTIONS OF THE CAPITAL MARKETS BOARD SERIAL NO: 1 NO: 31. THE PARTIAL SPLIT-OFF WAS APPROVED BY THE CAPITAL MARKETS BOARD DECISION DATED NO. 14/484, PRIOR TO THE MEETING OF THE GENERAL ASSEMBLY OF MUTLU AKÜ VE MALZEMELERİ SANAYİİ ANONİM ŞİRKETİ. BY MEANS OF THE SUBJECT MATTER DECISION OF THE BOARD AND PROVIDED THAT THE PROCEDURE IS APPROVED BY THE GENERAL ASSEMBLY OF MUTLU AKÜ VE MALZEMELERİ SANAYİİ A.Ş., MUTLU YATIRIM PROJE VE GAYRİMENKUL GELİŞTİRME A.Ş., WHICH WILL BE NEWLY ESTABLISHED BY MEANS OF A PARTIAL SPLIT-OFF HAS BEEN GRANTED THE STATUS OF A PUBLICLY TRADED PARTNERSHIP WHILE PERMISSION HAS BEEN GIVEN FOR MUTLU YATIRIM PROJE VE GAYRİMENKUL GELİŞTİRME A.Ş., WHOSE ARTICLES OF INCORPORATION HAS BE GIVEN FAVORABLE OPINION, TO BE A PART OF REGISTERED CAPITAL SYSTEM WITH A CAP OF TL 50,000,000 ON ITS CAPITAL. HOWEVER, THE SUBJECT MATTER APPROVAL DOES NOT NECESSARILY MEAN THAT THE PARTIAL SPLIT-OFF IN THE FORM OF 1/31

2 CAPITAL IN KIND IS BEING GUARANTEED OFFICIALLY BY THE CAPITAL MARKETS BOARD OR BY THE PUBLIC. MUTLU AKÜ VE MALZEMELERİ SANAYİİ A.Ş., BY MEANS OF A PARTIAL SPLIT-OFF, SHALL TRANSFER TL 7,120, OF REAL ESTATE CLASSIFIED IN ITS ASSETS AT BOOK VALUE AS CAPITAL IN KIND TO MUTLU YATIRIM PROJE VE GAYRİMENKUL GELİŞTİRME A.Ş. COMMERCIAL TITLED COMPANY TO BE NEWLY ESTABLISHED. INFORMATION REGARDING THE CURRENT MARKET VALUE OF THE SUBJECT MATTER REAL ESTATE IS INCLUDED IN THE SECTIONS FOLLOWING THIS PRESENT ANNOUNCEMENT TEXT. IT IS PLANNED FOR MUTLU YATIRIM PROJE VE GAYRİMENKUL GELİŞTİRME A.Ş. TO BE ESTABLISHED IN POSSESSION OF THE SAME PARTNERSHIP STRUCTURE AS MUTLU AKÜ VE MALZEMELERİ SANAYİİ A.Ş. THAT WILL BE SUBJECT TO THE PARTIAL SPLIT-OFF AND MOREOVER, THE SHARES OF THE NEW COMPANY SHALL BE PUBLICLY TRADED AT BORSA ISTANBUL A.Ş. (ISTANBUL STOCK EXCHANGE) FURTHERMORE, AS PER THE LAST PARAGRAPH OF ARTICLE 14 OF BORSA ISTANBUL QUOTATION REGULATION THAT STIPULATES THE FOLLOWING: IF THE PARTNERSHIPS, WHOSE SHARES ARE BEING TRADED IN THE MARKETS OF THE EXCHANGE, ESTABLISH A NEW PARTNERSHIP BY PARTIAL SPLIT-OFF OF THEIR ASSETS AS CAPITAL IN KIND FOR THE NEW COMPANY WHOSE PARTNERSHIP STRUCTURE WILL REFLECT THAT OF THE MAIN COMPANY, THEN IN THE LISTING OF THE NEW PARTNERSHIP THE COMPLIANCE WITH THE CONDITIONS PERTAINING TO HOW LONG THE COMPANY HAS BEEN OPERATIONAL AND PROFITABILITY WOULD NOT BE SOUGHT AND THE SUBJECT MATTER SHARES, ON THE BASIS OF A DECISION TO BE TAKEN BY THE BOARD OF DIRECTORS OF THE EXCHANGE, ARE TRADED IN A MARKET WHOSE CONDITIONS THEY MEET., A PRELIMINARY APPLICATION DATED No HAS BEEN MADE TO ENSURE THAT THE SHARES OF MUTLU GAYRIMENKUL ARE TRADED AT BORSA ISTANBUL. THE DECISION TO BE REACHED BY THE 2/31

3 BOARD OF DIRECTORS OF BORSA ISTANBUL REGARDING THE SUBJECT IS PENDING. IMMEDIATELY AFTER GAINING THE STATUS OF A PUBLICLY TRADED COMPANY, AN APPLICATION SHALL BE MADE TO BORSA ISTANBUL TO START THE TRADING OF SHARES. WITHIN THE FRAMEWORK OF THE PROVISIONS OF TURKISH CODE OF COMMERCE, ALL SHAREHOLDERS OF MUTLU AKÜ VE MALZEMELERİ SANAYİİ ANONİM ŞİRKETİ SHALL HAVE THE RIGHT TO PARTICIPATE IN THE MEETING OF THE GENERAL ASSEMBLY AND CAST THEIR VOTES REGARDING THE PARTIAL SPLIT-OFF AS CAPITAL IN KIND FOR THE NEW COMPANY TO BE ESTABLISHED. ACCORDING TO THE PROVISIONS OF ARTICLE 24 OF THE CAPITAL MARKETS BOARD LEGISLATION NO. 6362, MUTLU AKU SHAREHOLDERS THAT PARTICIPATE IN THIS MEETING OF THE GENERAL ASSEMBLY CAST A DISSENTING VOTE REGARDING THE SPLIT-OFF AND HAVE SUCH DISSENTING OPINION REGISTERED IN THE MINUTES OF THE MEETING SHALL BE ENTITLED TO SELL THEIR SHARES TO MUTLU AKÜ VE MALZEMELERİ SANAYİİ ANONİM ŞİRKETİ AND RESIGN FROM THEIR POSITIONS AS SHAREHOLDERS. ON THE OTHER HAND, MUTLU AKÜ VE MALZEMELERİ SANAYİİ ANONİM ŞİRKETİ, UPON A REQUEST MADE BY THE SHAREHOLDER THAT WOULD LIKE TO LEAVE THE COMPANY, SHALL BE OBLIGED TO PURCHASE EACH SHARE CONCERNED AT THE PRICE OF TL 5.70 PER TL 1 NOMINAL VALUED SHARE DETERMINED ACCORDING TO THE WEIGHTED AVERAGE OF THE PRICES IN THE EXCHANGE FOR THE 30-DAY PERIOD PRIOR TO THE ANNOUNCEMENT OF THE SPLIT-OFF TO THE PUBLIC. PRINCIPLES PERTAINING TO THE EXERCISE OF THE FOREGOING RIGHT ARE INDICATED IN THE FURTHER SECTIONS OF THIS ANNOUNCEMENT TEXT. REPORT OF THE BOARD OF DIRECTORS OF MUTLU AKÜ VE MALZEMELERİ SANAYİİ A.Ş. REGARDING THE PARTIAL SPLIT-OFF, SPLIT- OFF PLAN AND THE FINANCIAL STATEMENTS OF THE COMPANY DATED 3/31

4 CONSTITUTING THE BASIS FOR THE SUBJECT MATTER PROCESS SHALL BE AVAILABLE FOR PERUSAL TOGETHER WITH THE FOLLOWING DOCUMENTS AT THE HEAD OFFICE AND BRANCHES AND INTERNET SITE (www.mutlu.com.tr) OF MUTLU AKÜ VE MALZEMELERİ SANAYİİ A.Ş. AT LEAST 2 MONTHS PRIOR TO THE MEETING IN WHICH THE SUBJECT MATTER SPLIT-OFF WILL BE DISCUSSED: FINANCIAL STATEMENTS BELONGING TO THE LAST THREE YEARS, INDEPENDENT AUDIT REPORTS, ANNUAL REPORTS, EXPERT OPINION, REAL ESTATE APPRAISAL REPORT PREPARED BY TÜRKİYE SINAİ KALKINMA BANKASI GAYRİMENKUL DEĞERLEME A.Ş., REPORT OF GÜRELİ YEMİNLİ MALİ MÜŞAVİRLİK VE BAĞIMSIZ DENETİM HİZMETLERİ A.Ş. REGARDING THE PARTIAL SPLIT- OFF AS AN EXPERT INSTITUTION, RESOLUTION OF THE BOARD OF DIRECTORS ON THE PARTIAL SPLIT-OFF, ANNOUNCEMENT TEXT, PRO- FORMA FINANCIAL STATEMENTS REFLECTING 3-YEARLY PROJECTIONS FOLLOWING THE SPLIT OFF, AND POST SPLIT-OFF PROJECTED OPENING BALANCE. FURTHERMORE, THE FOREGOING SHALL BE PUBLISHED AT PUBLIC INFORMATION PLATFORM THAT CAN BE FOUND AT INTERNET ADDRESS. OPINIONS OF OTHER PUBLIC INSTITUTIONS REGARDING THE PARTIAL SPLIT-OFF: 1. OPINION OF THE COMPETITION AUTHORITY The opinion stated in the letter of Competition Authority dated 28/03/2013 No regarding the partial split-off of Mutlu Akü ve Malzemeleri Sanayii Anonim Şirketi declares the subject matter transaction not to be within the scope of the Law on Protection of Competition No and the Communiqué No. 2010/4 on the Mergers and Acquisitions Requiring the Permission of the Competition Board that was issued on the basis of the said law. 2. OPINIONS OF OTHER PUBLIC INSTITUTIONS A preliminary application has been made on No for starting the quotation of Mutlu Gayrimenkul shares and opening of its board for trading at Borsa Istanbul. The trading of Mutlu Gayrimenkul shares at Borsa Istanbul depends on the favourable opinion of the Board of Directors of the Exchange Company. 4/31

5 required. Other than the ones indicated above there is no other institution whose opinion is A- INFORMATION ON PARTNERSHIP INTRODUCTORY INFORMATION 1. INTRODUCTORY INFORMATION ON COMPANIES THAT ARE PARTIES TO THE SPLIT-OFF TRANSACTION a) Partnership Being Split-off 1. Commercial Title MUTLU AKÜ ve MALZEMELERİ SANAYİİ ANONİM ŞİRKETİ 2. Head Office Address Mutlu Akü Ve Malzemeleri Sanayii A.Ş Tepeören Mah. Eski Ankara Asfaltı Cad. No: 210, Tuzla/Istanbul 3. Registration Date Trade Registry Number 33593/ Trade Registry Office Istanbul Trade Registry Office 6. Term Indefinite. 7. Subjects of Operation Battery manufacturing. b) Partnership to be Newly Established 1. Commercial Title 2. Addresses of Head Office and Branches MUTLU YATIRIM PROJE VE GAYRİMENKUL GELİŞTİRME ANONİM ŞİRKETİ 3. Registration Date Company has not yet been established. 4. Trade Registry Number Company has not yet been established. 5. Trade Registry Office Company has not yet been established. 6. Term Indefinite 7. Subjects of Operation Real Estate and Business Development 5/31

6 2. INFORMATION ON EXISTING CAPITAL AND SHARES OF THE PARTNERSHIP BEING SPLIT-OFF a) Paid-up Capital: TL. b) Distribution of the paid-up capital among the shareholders as of the latest status prior to the split-off Commercial Title/Name, Surname of Share in Capital (TL) Share in Capital the Shareholder (%) Mutlu Holding AŞ ,00 74,7859 Türker İzabe ve Rafine Sanayii A.Ş ,00 0,1030 Attila TÜRKER ,00 0,0370 Ali Nuri TÜRKER ,00 0,0369 Timur İHSANTÜRKER 7.875,00 0,0139 Aylin FURTUN 7.875,00 0,0139 Yasemin İHSANTÜRKER 5.250,00 0,0093 Mehmet HELVACI 100,00 0,0001 Publicly Traded ,00 25,00 Total ,00 100,00 c) Real or Legal Entities that are indirectly in possession of the Capital Commercial Title/Name, Surname Share in Capital (TL) Share in Capital (%) Attila TÜRKER ,25 32,27 Ali Nuri TÜRKER ,99 24,83 Ayse BİLGİN ,55 10,86 Timur İHSANTÜRKER ,16 1,97 Aylin FURTUN ,16 1,97 Aliye BORLU ,92 1,68 Yasemin İHSANTÜRKER ,78 1,31 Dilek TÜRKER 16,99 0 N.Feryal TÜRKER 16,99 0 Leyla Yasemin TÜRKER 16,99 0 Mahmut Kerem BİLGİN 16,99 0 TOTAL ,78 74,89 6/31

7 d) Privileges granted to the shares representing the capital and whether existing privileges would remain in effect or not There are no Privileges granted to the shares representing the capital. e) Explanation regarding the preferred shares, bonds and similar debt instruments, if any There are no preferred shares, bonds and similar debt instruments. 3. PARTNERSHIP TO BE NEWLY ESTABLISHED a) Paid-up Capital: ,86 TL b) Distribution of the paid-up capital among the shareholders Commercial Title/Name, Surname of Share in Capital (TL) Share in Capital the Shareholder (%) Mutlu Holding AŞ ,06 74,7859 Türker İzabe ve Rafine Sanayii A.Ş 7.336,95 0,1030 Attila TÜRKER 2.637,29 0,0370 Ali Nuri TÜRKER 2.624,74 0,0369 Timur İHSANTÜRKER 988,99 0,0139 Aylin FURTUN 988,99 0,0139 Yasemin İHSANTÜRKER 659,32 0,0093 Mehmet HELVACI 12,55 0,0001 Other shareholders (persons that are ,97 25,0000 monitored by record by the Central Registration Agency and would receive their dematerialized shares upon registration of these articles of incorporation) Total ,86 100,0000 7/31

8 c) Names/Surnames or commercial titles of the Real or Legal Entities that are indirectly in possession of the Capital Commercial Title/Name, Surname Share in Capital (TL) Share in Capital Attila TÜRKER ,09 32,27 Ali Nuri TÜRKER ,48 24,83 Ayse BİLGİN ,72 10,86 Timur İHSANTÜRKER ,09 1,97 Aylin FURTUN ,09 1,97 Aliye BORLU ,25 1,68 Yasemin İIHSANTÜRKER ,39 1,31 Dilek TÜRKER 2,13 0 N.Feryal TÜRKER 2,13 0 Leyla Yasemin TÜRKER 2,13 0 Mahmut Kerem BİLGİN 2,13 0 TOTAL ,64 74,89 (%) d) Privileges granted to shares representing the capital and whether existing privileges would remain in effect or not There are no Privileges granted to the shares representing the capital. e) Explanation regarding the dividend rights certificates, bonds and similar debt instruments, if any There are no dividend rights certificates, bonds and similar debt instruments. 4. INFORMATION REGARDING THE PARTIAL SPLIT-OFF AS CAPITAL IN KIND FOR THE NEW COMPANY a) Reasons for Split-off In regards to the non-operational factory land and buildings belonging to the company the following has been intended: - Subject matter property would remain redundant and among the assets of the company as unrelated to its operations for an unpredictable period until an appropriate buyer and price can be obtained, - As per the requirements of international standards, the requirement for the subject matter properties is to be re-assessed every year, 8/31

9 - Although the different numbers reported under revaluation funds from one year to the other do not have any effect on the cash flow, such differences nevertheless have an impact on the operating results making the financial statements difficult to understand, - We are a production company however, the subject matter property making up an important part of the assets, as can be seen from the financial statements (constituting 38,84 % of the Total Assets as of ), has no relation to and accrues no benefits regarding the main activities of the company, - To increase operational and financial efficiency by concentrating on the main fields of activity of the company, - To have the real estate owned by the company transferred to a company to be newly established and to evaluate any proposals to be made to our company regarding the development of real estate projects on the basis of partnership and/or profit sharing schemes on the subject matter property, - In connection to the foregoing, to establish a structure that would interest the investors by ensuring that our assets are rendered more efficient and as such to acquire the flexibility to be able to evaluate the opportunities in a manner that would maximize the share value. Mutlu Akü ve Malzemeleri Sanayii Anonim Şirketi shall subject a portion of the real estate it owns to a partial split-off by transferring it as capital at the registered book values as of to a publicly traded company that is to be incorporated with the same partnership structure in accordance with the provisions of the Turkish Code of Commerce No. 6102, Articles 19 and 20 of the Corporation Tax Law, The Communiqué on the Principles and Procedures Pertaining to the partial split-off of Corporations and Limited Liability Companies that has been jointly prepared by the Ministry of Finance and Ministry of Industry and Commerce (new name being Ministry of Customs and Commerce), and relevant provisions of the Capital Markets Board legislation with share transfer to partners model and as exempt from tax. As a result of the partial split-off in question: Mutlu Akü ve Malzemeleri Sanayii Anonim Şirketi shall place a portion of the real estate it owns at its book value as capital in kind in MUTLU YATIRIM PROJE VE GAYRİMENKUL GELİŞTİRME ANONİM ŞİRKETİ that is to be newly established as a publicly traded company, and the shares obtained in return for the capital in kind shall be transferred to Mutlu Aku partners in proportion to the shares they hold in the company. The partners of Mutlu Gayrimenkul Company and partners of Mutlu Akü ve Malzemeleri Sanayii Anonim Şirketi consist of the same persons. 9/31

10 The distribution to Mutlu Aku partners of the shares of MUTLU YATIRIM PROJE VE GAYRİMENKUL GELİŞTİRME ANONİM ŞİRKETI, to be newly established, shall commence within the period determined by the Central Registration Agency as of the date of registration of the corporation. As per provisions of article 173 of the TCC, the plans on the split-off are required to be submitted for the approval of the General Assembly of Mutlu Aku. According to the provisions of article 24 of the Capital Markets Board legislation: Mutlu Aku shareholders, who participate in this meeting of the General Assembly and cast dissenting votes against the split-off and have the dissenting opinion registered in the minutes of the meeting, shall be entitled to sell their shares to Mutlu Aku and resign from their positions as shareholders. The shareholders entitled to leave the company shall be required to exercise their rights within a time period to be determined by the Capital Markets Board. All Mutlu Aku Shareholders other than those, who exercise their rights to leave the company within the time prescribed, shall be entitled to acquire shares in the newly established Mutlu Gayrimenkul in proportion to their shareholding in Mutlu Aku. Share distribution transactions shall be conducted as per the dematerializing principles. The shareholders of Mutlu Gayrimenkul and Shareholders of Mutlu Aku shall not request offsetting from each other due to the partial split-off under any name whatsoever and it will not be a consideration to pay any offsetting amount to shareholders. The shareholders of Mutlu Gayrimenkul, to be established as a result of the split-off, shall have no payment obligations in regards to the shares of Mutlu Gayrimenkul. b) Report Regarding the Appraisal Values Drawn up by TÜRKİYE SINAİ KALKINMA BANKASI GAYRİMENKUL DEĞERLEME A.Ş with Respect to Real Estate to be Transferred to the Corporation that is to be Newly Founded The summary of reports with regards to the appraisal values of real estate that will be transferred as capital in kind to MUTLU YATIRIM PROJE VE GAYRİMENKUL GELİŞTİRME ANONİM ŞİRKETI to be newly incorporated from the assets of Mutlu Akü ve Malzemeleri Sanayii Anonim Şirketi, drawn up by TÜRKİYE SINAİ KALKINMA BANKASI GAYRİMENKUL DEĞERLEME A.Ş, an authorized valuation organization recognized by the Capital Markets Board, is shown in the following table. 10/31

11 Mutlu Akü ve Malzemeleri Sanayi Anonim Şirketi 2013 Valuation Reports Report No. Immovable Subject to Valuation Appraisal Value 2012REV1051 KARTAL/ISTANBUL TL 2012D75 OSMANGAZİ/BURSA TL Total TL A value of TL as of 31 December 2012 has been determined for the entire parcels according to the Precedent Sales Comparison Method in the determination of the fair value of the real estate located in the province of Bursa. Again in the same appraisal report, as it was mentioned that parcel numbers 280 and 281 have been allocated as High School area in the current zoning plan and that these may be expropriated, the Company Management has taken this matter into consideration and has only considered TL that corresponds to the appraisal value of parcel number 1 of block 5953 as the fair value, and has reflected this sum in financial statements arranged according to UFRS. ( TL excluding VAT) c) Information Pertaining to Assets that shall be Placed as Capital in Kind in the Split-off Transaction by way of Placing Capital in Kind The balance sheet items with regards to real estate, which is the subject of the partial split-off, of Mutlu Akü ve Malzemeleri Sanayii Anonim Şirketi as of the date of , are shown in the table presented at page 12. d) The Board of Directors Resolution Pertaining to the Split-off With the resolution number 2013/7 of of the board of directors of the company, the following decisions were taken regarding the non-operational old factory and buildings of the company: - Subject matter property would remain redundant and among the assets of the company as unrelated to its operations for an unpredictable period until an appropriate buyer and price can be obtained, - As per the requirements of international standards, the requirement for the subject matter properties is to be re-assessed every year, - Although the different numbers reported under revaluation funds from one year to the other do not have any effect on the cash flow, such differences nevertheless have an impact on the operating results making the financial statements difficult to understand, 11/31

12 - We are a production company however, the subject matter property making up an important part of the assets, as can be seen from the financial statements (constituting 38,84 % of the Total Assets as of ), has no relation to and accrues no benefits regarding the main activities of the company, - To increase operational and financial efficiency by concentrating on the main fields of activity of the company, - To have the real estate owned by the company transferred to a company to be newly established and to evaluate any proposals to be made to our company regarding the development of real estate projects on the basis of partnership and/or profit sharing schemes on the subject matter property, - In connection to the foregoing, to establish a structure that would interest the investors by ensuring that our assets are rendered more efficient and as such to acquire the flexibility to be able to evaluate the opportunities in a manner that would maximize the share value. To serve this purpose: 1. To start the necessary legal procedure for the real estate that is presently registered among the assets of the company together with the buildings, equipment, fixtures and incidentals as an integrated part of the said structures available on the said properties, to be transferred as capital to a publicly traded company to be established in possession of the same partnership structure by means of partial split-off to be realized at the book values of the properties registered as of to be handled as per articles 19 and 20 of the Corporate Tax Law, articles of the Turkish Code of Commerce, TCC compliant provisions of Communiqué on the Arrangement of the Procedures and Principles Pertaining to the Partial Split-off of Corporations and Limited Liability Companies that was issued jointly by the Ministry of Finance and Ministry of Industry and Commerce (new name Ministry of Customs and Commerce ), and Capital Markets Legislation, 12/31

13 2. MUTLU AKÜ VE MALZEMELERİ SAN. A.Ş. List of property subject to split-off; SEQ. No CHARACTERISTICS PRV/DISTR. NEIGH/LOCATION BLOCK LOT PARCEL Balance Sh. Net Value 1 LANDS 1-1 FARM LAND BURSA OSMANGAZİ PANAYIR 2311 H22S22D3D , FARM LAND - LAND ISTANBUL KARTAL ÇAVUŞOĞLU ,55 List of assets that are an integrated part of the property subject to split-off, SEQ. No CHARACTERISTICS PRV/DISTR. NEIGH/LOCATION BLOCK LOT PARCEL 2 Land Improvements: 2-1 BURSA WATER WELLS BURSA ROADS & 2-2 SURROUNDING WALLS BURSA CHIMNEY & 2-3 TUNNELS KARTAL ROADS & 2-2 SURROUNDING WALLS 3 BUILDINGS BURSA FACTORY & HOUSING UNITS KARTAL HOUSING UNITS Balance Sh. Net Value BURSA OSMANGAZİ PANAYIR 5953 H22S22D3D 1 525,81 BURSA OSMANGAZİ PANAYIR 5953 H22S22D3D 1 0,00 BURSA OSMANGAZİ PANAYIR 5953 H22S22D3D 1 0,00 ISTANBUL KARTAL ÇAVUŞOĞLU 1.712,53 BURSA OSMANGAZİ PANAYIR 5953 H22S22D3D ,68 ISTANBUL KARTAL ÇAVUŞOĞLU ,98 4 INTEGRAL PARTS OF BUILDINGS 4-1 ROOF REPAIR BURSA OSMANGAZİ PANAYIR 5953 H22S22D3D 1 0, SKYLIGHT ROOF CONSTRUCTION BURSA OSMANGAZİ PANAYIR 5953 H22S22D3D 1 0, ACID STOCK EXT. UNIT. CONST. BURSA OSMANGAZİ PANAYIR 5953 H22S22D3D 1 0,00 ISTANBUL 4-4 BLD. DEMOLITION COST KARTAL ÇAVUŞOĞLU , URBAN TRANSF. PRJ. FEE ISTANBUL KARTAL ÇAVUŞOĞLU ,08 Total ,86 13/31

14 3. For the procedures regarding the partial split off of the company to be carried on the basis of the financial statements dated , 4. For the shares that are to be issued in the new corporation to be established upon transfer of the real estate indicated in article 1 above along with any associated asset and liability items totaling TL ,86, to be distributed to the shareholders of the company subject to split-off in proportion to their shareholding in the same, 5. For the capital of our company to be increased from inflation correction differences that is an item of Shareholders Equity in an amount, that is TL ,86, equal to and at the time of the capital decrease our company will experience as a result of the transfer to the company to be newly established of the real estate indicated in article 1 above along with any of its associated asset and liability items, 6. For the Split-off Plan and Split-off Report to be prepared as per articles 167 and 169 of the Turkish Code of Commerce No. 6102, 7. To apply to the Commercial Court of First Instance to arrange for the determination of the book values of the subject matter properties and amount of the shareholders equity of the company; 8. To make the necessary announcement for the utilization of perusal rights following the preparation of Split-off Contract and Split-off Plan as per article 171 of the Turkish Code of Commerce; 9. To submit the partial split-off decision for the approval of the General Assembly and to carry out the necessary procedures to accomplish this following the announcements made in regards to the protection of the creditors, as per articles 174 and 175 of the Turkish Code of Commerce. This event has been registered with the journal number dated of the Rot Istanbul Kartal 1 st Notary. Expert Report Summary Upon the determination request of Mutlu Akü ve Malzemeleri Sanayii Anonim Şirketi: determinations made in an expert report by those experts appointed by the merit number 2013/73 on 27/03/2013 of RoT Istanbul 32 nd Commercial Court of First Instance are summarized as follows: Due to the partial split-off to be carried out by taking out the net book value method according to legal records as the basis, Mutlu Aku shall make a capital reduction of ,00 TL with a simultaneous capital increase of ,00 TL, 14/31

15 It has been concluded according to the dated balance sheet submitted to the file of Mutlu Akü ve Malzemeleri Sanayii A.Ş. that is being split-off that its equity is ,86 TL and that its capital of TL is overly conserved within the equity, Due to the partial split-off to be carried out, the net book value of real estate registered in the assets of Mutlu Akü ve Malzemeleri Sanayii A.Ş., that is to be placed in Mutlu Gayrimenkul company as capital in kind totals ,86 TL, The split-off will be made within the framework of the resolution of the board of directors of the parent company, the capital structure ratios and shares of parent company Mutlu Akü ve Malzemeleri Sanayii A.Ş. and capital shares of Mutlu Gayrimenkul company are required to be the same as stipulated in the report and an acquisition ratio of 1 to be used, That the methods established due to the partial split-off are satisfactory, the splitoff is in accordance with the provisions of the Turkish Code of Commerce and Corporate Tax Law, and that there are no legal prejudices to the performance of the partial split-off. e) Concurrent Decrease and Increase of Capital MUTLU YATIRIM PROJE VE GAYRİMENKUL GELİŞTİRME A.Ş. (Partnership structure to be the same as that of Mutlu Akü ve Malzemeleri Sanayii A.Ş. partnership structure) shall be incorporated by placing as capital in kind a part of the real estate registered in the assets of the company with a book value of ,86 TL by way of split-off. As the equity structure of Mutlu Akü ve Malzemeleri Sanayii A.Ş. allows for capital reduction, primarily a capital reduction in the amount of ,86 TL shall be made due to the split-off process, and the capital of the Company shall be reduced from TL to ,14 TL. With the purpose of compensating such a capital reduction, a concurrent capital increase in the sum of ,86 TL shall be made that will be met from the Extraordinary Reserves Inflation Adjustments (that is an item within the equity of the Company that is allowed to be added to the capital), which is an item within the Equity. 15/31

16 In conclusion to the capital increase, which shall be realized simultaneously and in corresponding sum, the capital of Mutlu Akü ve Malzemeleri Sanayii A.Ş. shall be increased to TL. f) Summary of the Expert Organization Report The report dated was prepared by the expert organization GÜRELİ YMM VE BAĞIMSIZ DENETİM HİZMETLERİ A.Ş. In the Conclusion Section of the Expert Report prepared it is stated that; In conclusion, and with respect to the process of assignment of immovable, which falls within the assets of Mutlu Akü ve Malzemeleri San. A.Ş. to a new company to be incorporated with the share transfer to partners model: Regardless of whether net book value or precedent comparison method is used from among the methods stated above; the share ratios of current partners of Mutlu Akü ve Malzemeleri San. A.Ş. should not change in the capital of the new company to be incorporated, excluding any share capital increase, Shareholder Share Ratio Share Ratio (According to Legal (According to Precedent Records) Comparison Method) MUTLU HOLDİNG A.Ş. 74,79 % 74,79 % PUBLICLY TRADED 25,00 % 25,00 % OTHER SHAREHOLDERS 0,21 % 0,21 % TOTAL 100 % 100 % Following a simultaneous capital increase or reduction, and due to a partial splitoff to be made according to the book value in the legal records being subject to Corporate Tax exemption within the scope of articles 19 and 20 of the corporate tax law; we are of the opinion that partial split-off process shall be fair and reasonable by way of capital transfer with share transfer model to partners of net book values in legal records to a publicly traded company to be incorporated with the same partnership structure within the framework of Articles 19 and 20 of the Corporate Income Tax law, Articles of the Turkish Code 16/31

17 of Commerce, provisions of communiqué jointly issued by the Ministry of Finance and Ministry of Industry and Trade (new name being Ministry of Customs and Trade) concerning Regulation of procedures and principles of split-offs of Incorporated and Limited Companies that are not contrary to the Turkish Code of Commerce, and the Capital Markets legislation, and that there is no prejudice in such a process. 5. FINANCIAL TABLES a) Financial statements and opinion pages that have passed independent audit dated that constitute the basis of the split-off of Mutlu Akü ve Malzemeleri Sanayi A.Ş. are given in ANNEX/1. b) Pro forma Financial Statements of Mutlu Akü ve Malzemeleri Sanayi A.Ş. for the next 3 years Are given in ANNEX/2. c) Pro forma Financial Statements of Mutlu Yatırım Proje ve Gayrimenkul Geliştirme A.Ş. for the next 3 years Are given in ANNEX/3. d) Opening Balance Sheet of Mutlu Yatırım Proje ve Gayrimenkul Geliştirme AŞ. The partial split-off has been planned by taking the balance sheet dated of the parent company as the basis. The real estate, which is the subject of the split-off as of the date the partial split-off is registered, shall be taken out of the books with accounting transactions to be performed in the parent company, and these figures shall be passed exactly into the opening balance sheet of Mutlu Gayrimenkul company, and the capital of Mutlu Gayrimenkul company shall thus be formed. The opening balance sheet of Mutlu Yatırım Proje ve Gayrimenkul Geliştirme A.Ş. is found in ANNEX/4. 17/31

18 6. INFORMATION PERTAINING TO THE MANAGEMENT OF THE COMPANY a) Information About the Board of Directors of the Parent Partnership Name Surname Attila Türker Ali Nuri Türker Yasemin İhsan Türker Dilek Türker Leyla Yasemin Türker Simla Türker Bayazıt İbrahim Erem Bilgin Prof.Dr. Ahmet Gültekin Karaşin Ahmet Burak Position Chairma n of the BoD Vice Chairma n of the BoD Member of the BoD Member of the BoD Member of the BoD Member of the BoD Member of the BoD Member of the BoD Member of the BoD Occupatio n General Manager Duties Assumed at the Partnershi p in the last 5 Years General Manager Duties Assumed Outside the Partnershi p as of the Latest Date Share of Capital in the Partner ship (%) Share Group Represen ted None 0,04 None AGM AGM None 0,04 None Manager, Advertisin g and Public Relations Manager, Advertisin g and Public Relations None 0,009 None None None None None None None None None None None Whether Independe nt Member of the Board of Directors Non- Independe nt Member Non- Independe nt Member Non- Independe nt Member Non- Independe nt Member Non- Independe nt Member Non- Independe nt Member Non- Independe nt Member Independe nt Member Independe nt Member Committees Involved in and Duty Chairman of the Audit Committee, Corporate Governance Committee Member Chairman of the Corporate Governance Committee, Member of the Audit Committee 18/31

19 b) Information Pertaining to the Members of the Board of Directors of the Company to be newly Founded 1. The Board of Directors of Mutlu Yatırım Proje ve Gayrimenkul Geliştirme Anonim Şirketi shall be as follows: TITLE Chairman of the Board of Directors Vice Chairman of the Board of Directors Member of the Board of Directors Member of the Board of Directors Member of the Board of Directors Member of the Board of Directors Member of the Board of Directors Independent Member of the Board of Directors Independent Member of the Board of Directors NAME, SURNAME Attila TÜRKER Ali Nuri TÜRKER Yasemin İHSANTÜRKER Dilek TÜRKER Leyla Yasemin TÜRKER Simla TÜRKER BAYAZIT İbrahim Erem BİLGİN Prof. Dr. A. Gültekin KARAŞİN Ahmet BURAK 7. METHOD OF USE OF THE RIGHT OF SEPARATION AND PRINCIPLES PERTAINING TO ITS USE Pursuant to article 24 of Capital Markets Law number 6362, those shareholders participating in the general assembly meeting, who cast a negative vote, and have dissenting opinion registered in the meeting minutes shall have the right to sell their shares to and dissociate themselves from Mutlu Akü ve Malzemeleri Sanayii A.Ş. Upon the claim of the shareholder, who is entitled to the right of separation: Mutlu Akü ve Malzemeleri Sanayii A.Ş. shall have the obligation to buy the shares of such shareholder at 5,70 TL for each share with a nominal value of 1 TL that is the weighted 19/31

20 average of prices that will be quoted at the stock exchange within the 30 days preceding the date of the announcement of the split-off process to the public. The form regarding the use of the right of separation shall be disclosed to the public together with the general assembly agenda. Shareholders, who are entitled to the right of separation, shall send this form to the partnership as notary certified and by registered mail within 10 days as of the date of the general assembly, and Mutlu Akü ve Malzemeleri Sanayii A.Ş. shall make the payment against the transfer of shares to it within 10 business days following the delivery of the form to the company. 8. INFORMATION REGARDING PARTNERS WHO MAY / MAY NOT CAST VOTES AT THE GENERAL ASSEMBLY ACCORDING TO ARTICLE 29(6) OF THE CAPITAL MARKETS LAW Upon the decision of the Capital Markets Board that grants approval to the partial splitoff; as the partnerships to be split-off by way of partial split-off and to be newly established shall have the same partnership structure, and since all the partners are accepted as engaged partner party pursuant to article 29(6) of the Capital Markets Law number 6362, it has been decided that all partners may cast votes in the general assembly meeting where the partial split-off process will be discussed. 9. LEGAL LEGISLATION IN THE SUBJECT OF PARTIAL SPLIT-OFF a) Corporate Tax Law number 5520 The provision: Partial Split-off: The transfer to a taxpayer corporation that exists or is to be newly incorporated as capital in kind at the book values of one or more of the immovable that is shown in the balance sheet of a taxpayer corporation, or the business place in Turkey/ permanent representative of a foreign company in the nature of a corporation as well as any participation shares that have been held for a minimum period of two years, or else the production or service operations such own; falls under the partial split-off provisions in the implementation of this Law. However, in the transfer of production or service operations it is mandatory to transfer the entire asset and liability items that are required for the continuity of the operation in a manner that conserves the integrity of the operation. The shares of the assignee company obtained in return for the assets transferred in a partial split-off, besides being kept at the 20/31

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