Announcement Regarding the Sale of Milpa


At the meeting dated 02.06.2023, our Company's Board of Directors announced, in summary;

Regarding negotiations on the sale and transfer of 82.29% share (171,161,612,438 shares) of Milpa Ticaret ve Sınai Ürünler Pazarlama Sanayi ve Ticaret A.Ş. owned by our company, there is no definitive and binding contract concluded within the scope of an agreement. Within this context, considering that a material event disclosure on the subject is of the nature to allow market participants to reach different interpretations and evaluations, and that a material event disclosure to be made under current conditions may harm the legitimate interests of our Company and within the scope of Article 6 of the "Communiqué on Special Circumstances" ("Communiqué") of the Capital Markets Board No. II-15.1 and the relevant provisions of the "Special Circumstances Guide" ("Guide"); it was decided to postpone the public disclosure of the information in question.

Further, at the meeting of our Board of Directors dated 14.07.2023, among other issues, in summary;

-        A total of 171,161,612,438 shares, 82.29%, owned by our Company, in the paid-in capital of 208,000,000 Turkish Liras of Milpa A.Ş.; agreed on a "Share Transfer Agreement" ("Transaction"), with the Re-Pie Portföy Yönetimi A.Ş. Secondary Venture Capital Investment Fund ("Buyer") that is founded by Re-Pie Portföy Yönetimi A.Ş., which has no relationship with our Company in terms of management, audit or capital in terms of Capital Market Legislation. As a result of the negotiations subject to some adaptations and other conditions, agreement was reached for a total price of 55,000,000 USD ("Sales Value"),

-        All the provisions and annexes of the Share Transfer Agreement regarding the terms of the Transaction in question and the rights and obligations of the parties, as well as the Share Transfer Agreement under the Share Transfer Agreement or any agreement or protocol that is envisaged to be signed or related to the Transaction (all documents together in the "Contracts") to be accepted and executed by our Company,

-        Completion of the Transaction will occur if all the closing conditions specified in the Contracts, including but not limited to the notifications to be made to the Competition Authority, are fulfilled,

A 'Share Transfer Agreement' was signed between our Company and the Buyer, dated 14.07.2023. Regarding the share transfer, a prepayment of US$ 7,500,000 has been transferred to our Company's accounts.

The closing of the transaction is expected to take place after obtaining the necessary legal approvals. Important matters regarding the transfer of shares are within the scope of the provisions of the Capital Markets Board's 'Special Circumstances Communiqué No. II-15.1', ​​special case disclosures will be separately addressed during the process.

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