OMV PETROL OFISI AS
December 2014, 9 March 2015 and 13 March 2015
The controlling shareholder of our Company, OMV Aktiengesellschaft ("OMV AG"), upon its acquisition of additional shares, applied to our Company on 24 July 2014, for exercising its right to squeeze-out according to the Communiqué on the Squeeze-Out and Put Option Rights (II-27.1) ("Communiqué") of the Capital Markets Board ("CMB").Upon OMV AG's application, our Company applied to the CMB for the squeeze-out of the minority shareholders, and also to the Istanbul Stock Exchange ("ISE") for the delisting of its shares on 14 August 2014.
Following such application to the CMB, the Communiqué was repealed by the Communiqué on Rights to Squeeze-Out and Put Option (II-27.2) ("New Communiqué") of the CMB on 12 November 2014. The New Communiqué gives to the applicants of pending squeeze-out procedures (including our Company/OMV AG) a deadline until
12 December 2014 for rendering their final decisions as to whether to proceed with the squeeze-out or not under the rules of the New Communiqué including the so introduced put option right for the minority shareholders. OMV AG declared on 12
December 2014 that it will proceed with the squeeze-out of our Company's minority shareholders and the required transactions in line with the New Communiqué.
Our Company's minority shareholders who wished to exercise their put option right have delivered their requests to use the put option right within three months following the date of the public disclosure made by OMV AG on 12 December 2014 and such three months' period expired on 12 March 2015. OMV AG re-applied (modifying its
respective initial application accordingly) to our Company on 16.March 2015 (today)
exercising its squeeze-out right as per Article 5/6 of the New Communiqué. Within this scope, our Board of Directors will verify that the squeeze-out price calculated by OMV AG has been calculated in accordance with Article 6/2 a)1 of the New Communiqué, that all put option rights properly exercised by minority shareholders within the put option period have been duly honoured by OMV AG and thus the put right implementation has been duly completed and resolve on the cancellation of the shares (except those owned by OMV AG and persons acting in concert)in the Company, and the issuance of the new shares in the Company instead of such cancelled shares in the Company. In addition, our Company, by accordingly amending its applications dated 14 August 2014, will re-apply to the CMB and ISE for the delisting of the shares of our Company as per Article 5/7 of the New Communiqué. Following the approval of the share issuance certificate by the CMB, the new shares in the Company will be issued to the controlling shareholder of our Company, OMV AG
by way of "allocated capital increase" instead of the cancelled shares (which exclude
those owned by OMV AG and persons acting in concert) in the Company.
The squeeze-out price (amounting to TRY 4.50 per share as disclosed by OMV Aktiengesellschaft on 11 July 2014, which corresponds to the arithmetic average of the weighted average trade prices at the exchange calculated over thirty days preceding
10 July 2014) corresponding to the shares cancelled that are monitored by the Central Registration Agency system electronically will be transferred to the accounts of the right owners as per Article 5/10 of the New Communiqué.
At the end of this process it will be decided by the ISE that the shares of the Company
will be delisted and permanently prohibited from trade according to Article 5/12 of the New Communiqué. Furthermore, as per Article 5/13 of the New Communiqué, our Company will ex officio be excluded by the CMB from the scope of the Capital Markets Law numbered 6362.
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