The contract is officially loaded the database of Finance Ministry.

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Mr Nasser have not signed yet due to not having avaliability.

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When all process are completed, we can award consultancy contract with Yalova and Marmaris Firms starting from 2025 in case managers of companies approve.

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All accounting and tax audits will be done by our team.

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Furthermore, this contract will include all concultancy activities as well.

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If he hands over the shares to his father before expiring 2 years, he may encounter very heavy tax liability.

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That's why he should not hand over the shares within 2 years.

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5) Status Of Marmaris AŞ The Capital of company is 50.000 TL which is very little by comparing with company's assets.

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Yalova Group AŞ must increase the capital at the end of the process.

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the account of Payable SHareholders looks very high in trial balance.

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Handing shares of a company over another company

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1) Handing Yalova Group Aş over Marmaris, and Tuna Family sell properties themselves We evaluated Mr Nasser splitting and forming a further company by taking advantage of tax exemption.

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We gave up the demerging company as there are too many properties.

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Instead of this, we will take action related to possessing Yalova Group AŞ.

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This action is that the properties belonging to Tuna Family will be sold to persons or companies whom Tuna Family prefer.

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We decided that we put a pledges on Tuna Family's some properties for ongoing liabilities.

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You may find the protocol dated November 7, related to this matter.

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These risks come from partnership and don't spread to the company.

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As per conversation with Ms Derya, we will evaluate this matter before year-end Mr Rafet keep Yalova Group shares and share books.

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When Yalova Group AŞ shares are handed over Marmaris, this transaction will be recorded by Marmaris's accounting books.

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I warned and informed Ms Derya this matter.

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6) Controlling Yalova Group AŞ Management In order to run the company completely, Finance Director and Accounting Directors has to be changed.

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In this respect, a job advertisement for role of accounting director has been released.

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Mr Gürkan and Mr Rafet will involve in interviews.

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Mr Gürkan, please prepare a table indicating that what properties will remain in Parties.

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2)The Risks with respect to Taxes and The Sale to Tuna Family a) Corporate Tax: 25% of difference between market value of properties and selling prices b) VAT [depending on house size] 1% or 20% , difference between market value of properties and selling price c) Deed Fee 4% of difference between market value of properties and selling prices 3)The Risks for Tuna Family For the record, there is an income tax risks for Tuna Family, as their shares transferring to Marmaris does is within 2 years.

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4) Marmaris Company Shares Mr Nasser seems owner in the chamber of commerce.

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Mr Nasser's name are not endorsed at the back of shares.

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1) Handing Yalova Group Aş over Marmaris, and Tuna Family sell properties themselves We evaluated Mr Nasser splitting and forming a further company by taking advantage of tax exemption.

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Mr Gürkan prepares a table indicating that what properties will remain in Parties.

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2)The Risks with respect to Taxes and The Sale to Tuna Family a) Corporate Tax: 25% of difference between market value of properties and selling prices b) VAT [depending on house size] 1% or 20% , difference between market value of properties and selling price c) Deed Fee 4% of difference between market value of properties and selling prices

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As per phone conversation with Mr Rafet, Mr Nasser's name has to be endorsed at the back of shares which comply with date of October 24.

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Endorsing transaction has to be done by our instruction.

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Furthermore, a minute has to be written about who keeps paper shares and delivering the shares.

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This leads us to tax inspections.

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Mr Nasser can hand over the shares to his father Mr Ali, after he keeps the share for 2 years.

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This process will be administrated by me 7) KPMG Manner of Work I have a consultancy contract with Marmaris.

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The concerning contract was awarded with Mr Nasser by his approval.

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The contract is restricted with process of splitting off.

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