***SERVE*** SERVE FILM PRODÜKSİYON EĞLENCE A.Ş.( Notification Regarding General Assembly Transactions

***SERVE*** SERVE FILM PRODÜKSİYON EĞLENCE A.Ş. (Notification on General Assembly Transactions)

Summary information On the recording of the minutes of the Extraordinary General Meeting of 30.03.2022.
Is the description an update? Yes
Is the explanation correct? Nope
Is the disclosure deferred disclosure? Nope

Call to the General Assembly
Type of General Meeting Extraordinary General Meeting
Decision date 25.02.2022
Date of the General Meeting 30.03.2022
General Assembly Time 14:00
Deadline to be a shareholder to participate in the AGM 29.03.2022
Country Turkey
City ISTANBUL
KAĞITHANE district
Address Gürsel Mah. Imrahor Cad. First Campus Office Block A No.50 Kagithane / Istanbul

Items on the agenda
1 – Opening and formation of the presidency of the assembly.
2 – Articles 136 to 158 of the Turkish Commercial Code (“TCC”) number 6102, articles 23 and 24 of the Capital Markets Law number 6362 (“CML”), which will be discussed in accordance with the 4th point of the order of the day, Partition Communiqué (II-23.2), CMB Communiqué on Significant Transactions and the Right to Exit (II-23.3), other communiqués and decisions, in accordance with the provisions of the relevant legislation, as well as Law No. 5520 on Corporation Tax (“KVK”) In accordance with Article 19 entitled “Transfer, division and exchange of shares” and Article 20 entitled “Taxation in the event of transfer, division and exchange of shares” , within the framework of the provisions of the General Notice on Corporate Tax Series No. 1, Regulations on the Commercial Register and other relevant laws, Kuvva To inform the General Assembly regarding the merger process of Gıda Anonim Şirketi , through the acquisition of all the assets and liabilities of the Company in its entirety,
3 – As of 11.01.2021, the date on which the Merger Transaction was announced to the public for the first time, the merger is one of the material transactions within the framework of the provisions of the “Announcement on material transactions and the right to exit” of the CMB (II-23.3) shareholders who attend the extraordinary general meeting and vote against the merger and have their dissenting opinion recorded in the minutes of the meeting will have the right to leave the company by selling their shares to the Company, the exercise price of the exit right will be 13.08 TL, Informing the shareholders that the shareholders who will exercise their right to resign must be delivered and sold through the authorized establishment,
4 – The board of our company and Kuvva Gıda A.Ş. The Merger Treaty signed by the Board of Directors on 21.02.2022 and therefore Articles 136 to 158 of the CGI, Articles 23 and 24 of the CMB, the Merger and Split Press Release of the CMB (II-23.2) In line with other announcements and decisions, in particular the Announcement on Transactions and the Right to Exit (II.23.3) and the provisions of the relevant legislation, as well as Article 19 of the KVK entitled “Transfer, division and exchange of shares” and entitled “Taxation in case of transfer, Division and exchange of shares” Submit the merger within our company for the approval of the general meeting by taking over all the assets and liabilities of Kuvva Gıda Anonim Şirketi as a whole, in accordance with the provisions of Article 20 of the General Corporate Tax Notice Serial Number 1, the Commercial Register Regulations and any other relevant legislation. ,
5 – Subject to the approval of the Merger Operation by the shareholders within the framework of the 4th point of the agenda, the text of the amendment to article 6 of the articles of association entitled “Capital of the Company”, the letter from the Capital Markets Council dated 02.24.2022 and numbered E-29833736-106.01.01-17758 and TC Ticaret submitting it for the approval of the general meeting as approved by letter from the Ministry dated 02.25.2022 and numbered E-50035491-431.02-00072298295,
6 – Wishes and opinions
Agenda Rights Enforcement Process
Merger
Capital increase/reduction
Significant transaction

Results of the General Assembly
Has the General Assembly taken place? Yes
Results of the General Meeting The results of the extraordinary general meeting of our company held on 30.03.2022 are presented in the appendix.

Decisions made regarding rights utilization processes
Capital increase/reduction accepted
Merger accepted
Large Transaction Confirmed

Registration of decisions of the General Assembly
Are the decisions of the General Assembly recorded? Yes
Registration date 14.04.2022

Conclusion documents of the General Assembly
APPENDIX: 1 Minutes.pdf – Minutes
APPENDIX: 2 Attendees.pdf – List of attendees
APPENDIX: 3 Amendment of the Articles of Association Article 6.pdf – Other General Assembly conclusion document

Remarks
The decisions of the extraordinary general meeting of our company held on 03.30.2022 were registered by the Istanbul Commercial Registry Office on 04.14.2022.
M. announced to our shareholders.

http://www.kap.org.tr/tr/Bildirim/1020589

BIST

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