CMB's decision regarding Tera Investment Holding and Peker Real Estate Investment Partnership

The Capital Markets Board (CMB) announced that the voting rights of Tera Yatırım Holding and related companies were frozen due to Tera Yatırım Holding's failure to fulfill its obligation to make a compulsory share purchase offer, which gained management control of the company by taking over the Group A privileged shares of Peker Gayrimenkul Yatırım Ortaklığı AŞ.

The Board, Tera Yatırım Holding AŞ and Tera Yatırım Menkul Değerler AŞ, Tera Portföy Yönetimi AŞ, Tera Portföy Fourth Share Free (TL) Fund (Share) due to the failure of Tera Yatırım Holding, which acquired the management control of the company by taking over all Group A privileged shares of Peker Gayrimenkul Yatırım Ortaklığı AŞ with a nominal value of 314 million 754 thousand 719.80 liras, did not fulfill its obligation to make a compulsory share purchase offer. Stock Intensive Fund), Tera Portföy Third Stock Hedge (TL) Fund (Stock Intensive Fund), Tera Portföy First Hedge Fund, Tera Portföy Algorithmic Strategies Hedge Fund and Tera Portföy Stock (TL) Fund (Stock Intensive Fund) have automatically frozen as of September 16, 2026.

CMB decided to unfreeze the frozen voting rights of Tera Portföy Fourth Stock Free (TL) Fund (Stock Intensive Fund), Tera Portföy Third Stock Free (TL) Fund (Stock Intensive Fund), Tera Portföy First Hedge Fund, Tera Portföy Stock (TL) Fund (Stock Intensive Fund), which had previously been decided to be liquidated, and to notify the Ministry of Commerce and the Central Registry Agency about this issue.

Tera Yatırım Holding AŞ, Tera Yatırım Menkul Değerler AŞ, Tera Portföy Yönetimi AŞ and Tera Portföy Algorithmic Strategies The Board decided to notify the Central Registry Agency AŞ that the shares owned by the Hedge Fund and whose voting rights have been frozen should be given the status of shares that cannot be traded on the stock exchange until the share purchase offer obligation is fulfilled, and that the said status should also be valid for people who will buy the said shares off the stock exchange. He decided that it would not be taken into account in the quorum.

Deciding that the voting rights will be resolved automatically on the first day following the completion of the mandatory takeover bid transaction, without the need for any additional action, without prejudice to the Board's contrary decisions, the CMB ruled that investors who were company partners on the date when Tera Yatırım Holding AŞ's acquisition of Peker GYO shares was announced to the public due to non-fulfillment of the mandatory takeover bid obligation, should be informed that they can take legal action against Tera Yatırım Holding AŞ for compensation for their losses, if any.