MERGER AGREEMENT
This Merger Agreement (“Agreement”) is entered into by and between:
1- Volkswagen Doğuş Finansman Anonim Şirketi, a joint-stock company registered with İstanbul Trade Registry under the no. 431213, residing at Merkez Mah. Bağar Cad. No. 14/A Tekfen Ofispark A2 Blok / Kat: 1 34406 Kağıthane İstanbul, Turkey (“VDF” or “Acquiring Company”); and
2- Scania Finansman Anonim Şirketi, a joint-stock company registered with İstanbul Trade Registry under the no. 562906, residing at İstanbul Şişli Maslak Polaris Plaza Ahi Evran Cad. No.21 K. 17 (“SCANIA” or “Acquired Company”).
This Agreement is made and signed in order for VDF to entirely take over SCANIA, where VDF holds at least 90% of the voting shares, by way of simplified merger, according to the board decision of VDF dated 22.10.2014 and numbered 2014/17, and the board decision of SCANIA dated 22.10.2014 and numbered 2014/08, Articles 155, 156 and subsequent articles of the Turkish Commercial Code, the legislation of Banking Regulation and Supervision Agency, Articles 18, 19 and 20 of the Corporate Tax Law and provisions of other applicable legislation.
INFORMATION ON COMPANIES PARTY TO THE MERGER a) Acquiring Company
Trade Name: Volkswagen Doğuş Finansman Anonim Şirketi
Registered Office: Merkez Mah. Bağlar Cad. No. 14/A Tekfen Ofispark A2 Blok / Kat: 1 34406 Kağıthane İstanbul, Turkey
Trade Registry Office: İstanbul Trade Registry Office, 431213 Date of Registration: 1999
Term: Indefinite
Area of Activity: Financing
Tax Office and Number:Large Taxpayers Office – 9250128841 Subsidiaries: Scania Finansman Anonim Şirketi
b) Acquired Company
Trade Name: Scania Finansman Anonim Şirketi
Registered Office: Şişli Maslak Polaris Plaza Ahi Evran Cad. No.21 K. 17, İstanbul Trade Registry Office: İstanbul Trade Registry Office, 562906
Date of Registration: 29.08.2005 Term: Indefinite
Area of Activity: Financing
Tax Office and Number: Maslak Tax Office - 7570328278 Subsidiaries: N/A
Article 1 – TRANSFER
The merger shall be carried out based on the balance sheets of 30.09.2014 of all companies that are issued under a certain format and in a way that VDF entirely takes over SCANIA, where VDF holds at least 90% of the voting shares, by way of simplified merger, according to Articles 155, 156 and other relevant articles of the Turkish Commercial Code, Articles 18, 19 and 20 of the Corporate Tax Law and provisions of the legislation of Banking Regulation and Supervision Agency regarding the merger. Article 2 – PERFORMANCE OF MERGER TRANSACTION BY WAY OF “SIMPLIFIED MERGER PROCEDURE”
VDF and SCANIA have decided to carry out this merger transaction by way of “simplified merger procedure” considering that VDF holds at least 90% of voting shares in SCANIA, pursuant to Articles 155 and 156 of the Turkish Commercial Code no. 6102 and other applicable legislation.
Accordingly, the merger transaction shall be carried out pursuant to the said provisions without the need to:
- Issue the merger report set out in Article 147 of the Turkish Commercial Code, and - Submit the merger agreement to the approval of general assembly of contracting parties. Article 3 – TRANSFER OF ASSETS – DATE OF MERGER
The merger shall be performed as SCANIA will merge into VDF as a whole, and all assets and liabilities of SCANIA will be taken over by VDF as a whole as of the date of transfer. The merger shall be deemed completed after authorized officers of VDF and SCANIA sign this merger agreement and acceptance of merger agreement at the boards of directors of VDF and SCANIA is registered with the trade registry, and this way SCANIA will dissolve without liquidation. The parties agree that the merger shall be deemed completed as of that date.
As of the year of the merger is registered, acquired shares shall qualify for VDF’s accounting profit and as of the date of the merger is registered, SCANIA’s transactions and actions shall be deemed to be performed on account of VDF.
Articles 4 – PURPOSE AND RESULTS OF THE MERGER
With the merger transaction, it is aimed to reduce the costs by combining all activities in VDF, provide the ease of financing, increase productivity and manage contracting companies centrally under an effective management system. As a result of the merger, SCANIA’s all assets, liabilities, rights and obligations and all legal affairs shall be transferred to VDF universally without liquidation.
Article 5 – INFORMATION ON AVAILABLE CAPITAL AND SHARES a) Information on VDF (Acquiring Company)
i- Paid-up Capital: TL 130.000.000,00
ii- Breakdown of capital among shareholders before the merger:
SHAREHOLDER AMOUNT OF CAPITAL PERCENTAGE IN CAPITAL
Volkswagen Financial Services AG TL 66.300.000,00 Group A
51%
Doğuş Otomotiv Servis ve Tic. A.Ş. TL 62.399.992,00 Group B
47,9999938 %
Doğuş Holding A.Ş. TL 1.300.000,00
Group B
1%
Garanti Turizm Yatırım ve İşletme A.Ş. TL 4,00 Group B
Doğuş Nakliyat ve Ticaret A.Ş. TL 4,00 Group B
0,0000031 %
TOTAL TL 130.000.000,00 100 %
Doğuş Holding A.Ş. has a privilege to appoint member of the Board of Directors in VDF and therefore, resolution mechanism in the Board of Directors has a variability due to such privilege.
b) Information on SCANIA (Acquired Company): i) Paid-up Capital: TL 38.000.000,00
ii) Breakdown of capital among shareholders before the merger:
SHAREHOLDER AMOUNT OF CAPITAL PERCENTAGE IN CAPITAL
Volkswagen Doğuş Finansman A.Ş. TL 37.999.900 100%
Volkswagen Financial Services AG TL 51,00 0,0001%
Doğuş Otomotiv Servis ve Tic. A.Ş. TL 47,00 0,0001%
Doğuş Holding A.Ş. TL 1,00 0,0000%
Doğuş Nakliyat ve Ticaret A.Ş. TL 1,00 0,0000%
TOTAL TL 38.000.000,00 100 %
Article 6 – INFORMATION ON SHARES OF SHAREHOLDERS OF ACQUIRED COMPANY IN THE ACQUIRING COMPANY, METHOD OF CHANGING THE COMPANY SHARES AND THE CAPITAL INCREASE TO BE PERFORMED BY THE ACQUIRING COMPANY
With regards to the merger, equity capital of the party companies is determined under the CPA’s report dated 24.10.2014 numbered YMM 1864/2014/4073, based on their balance sheet and other records issued as of 30.09.2014 attached to this Agreement, and it is established that there is no inconvenience in their merger.
Accordingly, it is understood based on the CPA’s report dated 24.10.2014 numbered YMM 1864/2014/4073 and balance sheets of 30.09.2014 of the companies party to the merger that SCANIA’s balance assets on the date of transfer will be taken over by VDF and included in the balance sheet, and VDF shall perform a capital increase in an amount of TL 24.00.
24 new VDF shares, each with a nominal value of TL 1 and a total value of TL 24.00, will be used due to the capital increase of TL 24.00, which will be performed by VDF as a result of the merger, and 12 of those shares will be granted to Volkswagen Financial Services AG, 11 shares to Doğuş Otomotiv Servis ve Tic. A.Ş. and 1 share to Doğuş Holding A.Ş..
According to the foregoing principles, breakdown of VDF’s capital and share percentages of the shareholders will be as follows:
SHAREHOLDER AMOUNT OF CAPITAL PERCENTAGE IN CAPITAL
Volkswagen Financial Services AG TL 66.300.012,00 Group A
51%
Doğuş Otomotiv Servis ve Tic. A.Ş. TL 62.400.003,00 Group B
47,999994 %
Doğuş Holding A.Ş. TL 1.300.001,00
Group B
1%
Garanti Turizm Yatırım ve İşletme A.Ş. TL 4,00 Group B
0,000003 %
Doğuş Nakliyat ve Ticaret A.Ş. TL 4,00
Group B
0,000003 %
TOTAL TL 130.000.024,00 100 %
Article 7– INFORMATION ON SHAREHOLDING RIGHTS OF SHAREHOLDERS OF ACQUIRED COMPANY IN VDF
No additional obligation of payment, an obligation of personal performance and unlimited liability will not incur for the shareholders of companies party to the merger.
Furthermore, there exists no obligation or liability which may be caused by the difference of type as the companies that are party to the merger are different in terms of type.
Also, the acquiring company, VDF, does not grant any special interest to the members of board of directors, the directors and those with a right to management, besides their remuneration arising out of the law and articles of association, such as daily allowance, wage, social benefit, premium and bonus.
SCANIA does not grant any special interest to the members of board of directors, the directors and those with a right to management, besides their remuneration arising out of the law and articles of association, such as daily allowance, wage, social benefit, premium and bonus.
Shareholders of SCANIA have an option to acquire the shares and shareholder rights in VDF or to receive severance payment equal to the real values of shares of SCANIA to be acquired.
Article 8 – FINANCIAL STATEMENTS
The merger shall be performed based on the financial statements dated 30.09.2014. VDF will carry the balance sheet entries (all assets and all liabilities) of SCANIA, which it acquires as a whole. The profits and losses arising out of SCANIA’s activities until the date of registration when SCANIA will dissolve without liquidation will be of VDF’s, and those accounts will be carried to VDF’s accounts as a whole on the date SCANIA dissolves without liquidation because of merger. The Acquiring Company has the right to collect all kinds of local and foreign receivables of SCANIA, which were taken out of records on the assumption that they may not be collected or have not been recorded for any reason whatsoever, or has the obligation to pay any debt in that nature.
Article 9 – DECLARATION OF TRANSFER AND NOTICES
The corporate tax return relating to SCANIA’a profit for the period which will be determined as of the date when the decision of board of directors of VDF and SCANIA related to the merger is registered will be submitted to SCANIA’s tax office in two copies with joint signatures, along with the attached balance sheet and profit and loss statement, within 30 days after the registration is announced in the Trade Registry Gazette, and a letter of undertaking indicating that VDF will pay all existing and future tax debts and fulfill other duties will be attached to that return document.
Also, the parties will fulfill their notification duties within the statutory period as set out in Article 168 of the Tax Procedure Law and other applicable legislation.
The transactions related to the period after the date of merger as set out in Article 3 will be carried to VDF’s VAT and withholding tax returns. Withholding tax returns, VAT returns and other similar returns and notifications relating to the pro-rata period until the date of merger will be submitted in the name of SCANIA.
Article 10 – EFFECTS OF THE MERGER ON THE EMPLOYEES OF MERGER COMPANIES There is no social plan regarding the employees of the companies party to the merger. VDF will continue its operations according to Article 178 of the Turkish Commercial Code, the Labor Code no. 4857 and other applicable legislation. Provisions of the Labor Code no. 4857 will be applied for the employees of SCANIA existing as of the registration date of the merger.
Article 11 – OTHER PROVISIONS
Other than the foregoing, the parties will fulfill their all obligations that are incumbent on them regarding the merger according to the Turkish Commercial Code, the Corporate Tax Law, legislation of Banking Regulation and Supervision Agency and other applicable legislation.
The matters not covered hereunder will be subject to the provisions of the Turkish Commercial Code, legislation of Banking Regulation and Supervision Agency and other applicable legislation regarding the merger.
ACQUIRING COMPANY On behalf of
VOLKSWAGEN DOĞUŞ FİNANSMAN ANONİM ŞİRKETİ
ACQUIRED COMPANY On behalf of
SCANIA FİNANSMAN ANONİM ŞİRKETİ
LarsHenner SANTELMANN Norbert DORN
Chairman of the Board Chairman of the Board
Aclan ACAR Hayrullah Murat AKA
Vice Chairman of the Board Vice Chairman of the Board
Norbert DORN Tijen AKDOĞAN ÜNVER
Member of Board of Directors Member of Board of Directors
Hayrullah Murat AKA Member of Board of Directors
Patrick Ortwin WELTER Member of Board of Directors
Tijen AKDOĞAN ÜNVER Member of Board of Directors
/ General Manager
Nazım Mutlu GÜR Member of Board of Directors
