Non-current Financial Asset Acquisition

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Non-current Financial Asset Acquisition

Update Notification Flag

Evet (Yes)

Correction Notification Flag

Hayır (No)

Date of the Previous Notification About the Same Subject

20.12.2021-23.02.2022

Postponed Notification Flag

Hayır (No)

Announcement Content

Board of Directors’ Resolution Date Regarding Acquisition

17/12/2021

Did the Majority of Independent Members Approve the Board of Directors' Resolution Regarding the Acquisition?

Acquisition of non-current financial asset will be carried out by Sesa Ambalaj ve Plastik Sanayi Ticaret A.Ş. (Sesa), an indirect subsidiary of Öncü Girişim Sermayesi Yatırım Ortaklığı A.Ş., which is a direct subsidiary of our company, and since Sesa is not a publicly traded company, it does not have any independent board members.

Acquired Financial Asset’s Title

Maksipak Ambalaj Sanayi ve Ticaret A.Ş.

Acquired Financial Asset’s Field of Operation

Packaging production

Acquired Financial Asset’s Capital

TL 3,000,000

Acquisition Method

Satın Alma (Purchase)

Transaction Finalized/Due to be Finalized on:

22.02.2022

Acquisition Terms

Peşin (Cash)

Terms, if timed

60% of the purchase amount was paid on the closing date, and the remaining 40% on 23.06.2022.

Nominal Value of Acquired Shares

TL 2,100,000 for 2,100 shares

Purchase Price per Share

TL 68,161 based on the TCMB EUR/TRY sell rate on 23.06.2022

Total Amount

Euro 7,830,940 as of 23.06.2022

Ratio of Acquired Shares to the Non-current Financial Asset’s Capital (%)

70

Ratio of Total Shares After Acquisition to the Non-current Financial Asset’s Capital (%)

70

Ratio of Voting Rights in the Non-current Financial Asset After Acquisition (%)

70

Ratio of the Acquired Non-current Financial Asset to the Parent Company’s Total Assets in the Latest Disclosed Financial Statements (%)

0.54

Ratio of the Transaction Amount to the Parent Company’s Total Revenues in the Latest Disclosed Annual Financial Statements (%)

0.85

Impact on the Parent Company’s Operations

The share acquisition is expected to drive the investment activities that our Group started in the packaging industry with Sesa Ambalaj ve Plastik Sanayi Ticaret A.Ş., and contribute positively to the sales portfolio and production flexibility.

Is a Call to Bid Required for Share Acquisition?

Hayır (No)

If a Call to Bid is Required for Share Acquisition, Will the Company apply for Exemption?

Hayır (No)

Full Name/Title of the Seller/Transferer

Mehmet Kulüp

Is the Other Party a Related Party According to CMB Regulations?

Hayır (No)

The Nature of the Relation Between the Parent Company and the Seller/Transferer

None

Date of Agreement regarding the Transaction, if any

17/12/2021

Valuation Method for the Non-current Financial Assets

Restricted Procedure

Was a Valuation Report prepared?

Düzenlenmedi (Not Prepared)

Reason for not Preparing a Valuation Report

The transaction value was determined by “restricted procedure” and did not require a valuation report.

Date and Number of Valuation Report, if prepared

Düzenlenmedi (Not Prepared)

Title of the Organization that prepared the Valuation Report

Not applicable

Value Determined According to the Valuation Report

Not applicable

Reason for not Performing the Transaction According to the Valuation Report Results

Not applicable

Explanations

As a summary of the company’s material event disclosure published on 23.02.2022, Sesa Ambalaj ve Plastik Sanayi Ticaret A.Ş., an indirect subsidiary of Öncü Girişim Sermayesi Yatırım Ortaklığı A.Ş., which is a wholly owned subsidiary of our company, concluded the “Closing” transactions by executing the purchase and acquisition of 70% of the registered shares - corresponding to 70% of the fully paid-in capital - in Maksipak Ambalaj Sanayi ve Ticaret A.Ş. on 22.02.2022.

60% of the purchase amount was paid on the closing date (22.02.2022) and the remaining 40% of the total amount of Euro 7,830,940 was paid on 23.06.2022.