TERA YATIRIM MENKUL DEĞERLER A.Ş. Özel Durum Açıklaması (Genel) 13 Eylül 2026

As previously disclosed by our Company, in line with the Tera Group's strategy to expand its presence in financial services, broaden its areas of activity and establish a robust financial ecosystem, the public was informed that, as a result of the negotiations conducted for the contemplated acquisition of Pusula Finans Holding A.Ş. and its subsidiaries by Tera Group companies, the parties had reached an agreement on the principal commercial and financial terms of the transaction.

In accordance with the aforementioned agreement, the process for the completion of the contemplated acquisition remains ongoing, and the requisite authorization and approval processes are being carried out before the relevant regulatory and supervisory authorities.

Concurrently with this process, changes relating to the new management structure of Pusula Finans Holding A.Ş. have been implemented.

In this context, our Company has been informed that, following the resignations of Mr. Ahmet Özcan and Mr. Serdar Turhan from their positions as members of the Board of Directors of Pusula Finans Holding A.Ş., pursuant to Article 363 of the Turkish Commercial Code and subject to the approval of the first General Assembly meeting to be held, Mr. Emre Tezmen and Mr. Erkan Kilimci have been appointed to the vacant Board memberships to serve for the remainder of their predecessors' terms of office;

Mr. Emre Tezmen has been appointed as a member of the Board of Directors and designated as Chairman of the Board of Directors, while Mr. Erkan Kilimci has been appointed as a member of the Board of Directors.

The management changes implemented are considered an important stage in the Pusula Group's new corporate structure and in the progress of the strategic process being pursued with the Tera Group.

The contemplated acquisition aims to bring together the institutional capacity, financial infrastructure, human resources and operational capabilities of the Pusula Group companies across capital markets, portfolio management, investment services, savings finance and other financial services with the Tera Group's capital markets expertise, financial strength and long-term growth vision.

The combination of the Tera Group's growth vision in financial services with the institutional and financial strength of the Pusula Group companies is expected to make a significant contribution to the establishment of a stronger, more diversified and integrated financial structure and to the creation of sustainable value for all stakeholders.

At the current stage, the agreement between the parties on the principal commercial and financial terms has been finalized, significant steps have been taken with respect to the new management structure, and the official authorization and approval processes required for the completion of the acquisition remain ongoing.

Completion of the acquisition is subject to obtaining the requisite authorizations and approvals from the relevant regulatory and supervisory authorities and the satisfaction of the other closing conditions agreed upon by the parties, and the process is progressing in accordance with the agreement reached between the parties and the contemplated timetable.

Any developments regarding the process that are required to be publicly disclosed will be shared with our investors in accordance with the provisions of the Capital Markets Board's Communiqué on Material Events No. II-15.1.

Respectfully announced to investors and the public.

In case of any discrepancy between the Turkish and English versions of this disclosure, the Turkish version shall prevail.