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| Evet (Yes) | |||||||
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| Hayır (No) | |||||||
oda_DateOfThePreviousNotificationAboutTheSameSubject| |
| 17.04.2026 | |||||||
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| Hayır (No) | |||||||
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oda_ExplanationTextBlock| | It was announced in our Public Disclosure Platform (KAP) disclosure dated 17.04.2026 that an agreement had been executed between the parties regarding the transfer of all shares held by our Company's controlling shareholder Hacı Ömer Sabancı Holding A.Ş., corresponding to 57.12% of our Company's share capital with a nominal value of TRY 72,988,465.33, and the shares held by the other main shareholder Carrefour Nederland BV, corresponding to 32.16% of our Company's share capital with a nominal value of TRY 41,098,010.02 (collectively representing 89.28% of our Company's share capital), to Yeni Mağazacılık A.Ş., and that a Share Sale and Purchase Agreement was executed on 17.04.2026 in this regard and that the share transfer transactions will be completed following the fulfillment of all closing conditions stipulated in the Share Sale and Purchase Agreement, including obtaining the necessary approval from the Competition Authority. It has been notified to our Company today by our shareholder that the Competition Board's decision dated 30.07.2026 granted conditional approval to the share transfer transaction. Following the fulfillment of the closing conditions stipulated under the aforementioned Share Sale and Purchase Agreement, the transactions relating to the transfer of the said shares to Yeni Mağazacılık A.Ş. have been completed as of 31.07.2026. In this context, the transfer of all shares with a nominal value of TRY 72,988,465.33 held by Hacı Ömer Sabancı Holding A.Ş. and all shares with a nominal value of TRY 41,098,010.02 held by Carrefour Nederland BV to Yeni Mağazacılık A.Ş. has been completed, and as a result of the transaction, Yeni Mağazacılık A.Ş.'s direct shareholding ratio in our Company's share capital has become 89.28%. As a result of the completion of the share transfer transaction, the control of our Company has passed to Yeni Mağazacılık A.Ş. Following the transaction, Hacı Ömer Sabancı Holding A.Ş. and Carrefour Nederland BV no longer hold any shares in our Company's share capital. With respect to the mandatory tender offer obligation, Yeni Mağazacılık A.Ş. shall, within the prescribed period, apply to the Capital Markets Board for an exemption from the said obligation pursuant to pursuant to subparagraph (a) of Article 18 of the Capital Markets Board's Communiqué on Tender Offers No. II-26.1, and the necessary actions and procedures shall be carried out in accordance with the relevant legislation. The English translation of this disclosure has been disclosed to the public simultaneously, and in the event of any discrepancy between the disclosure texts, the Turkish disclosure shall prevail. Respectfully announced to the public. | ||||||||
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.
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