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Central Securities Depository & Trade Repository of Türkiye
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oda_ExplanationTextBlock| | In accordance with Article 26 of the Capital Markets Law No. 6362 and the provisions of the Communiqué on Takeover Bids (II-26.1), the mandatory tender offer application submitted to the Capital Markets Board of Türkiye on 26 June 2026 by Heidelberg Materials AG through TEB Yatırım Menkul Değerler A.Ş. was approved by the decision of the Capital Markets Board of Türkiye dated 16/09/2026 and numbered 56/1660. The approved mandatory tender offer information form is attached hereto. As stated in Article 12 of the attached information form, the tender offer will remain open for a period of 10 business days, with the start date determined as 23.09.2026 and the end date as 06.10.2026. The Mandatory Tender Offer Price is 5.627434 United States Dollars ("USD"). The Mandatory Tender Offer Price in TRY will be determined by using the higher of the USD buying exchange rate to be announced by the Central Bank of the Republic of Türkiye ("CBRT") on 22.09.2026 - the day prior to 23.09.2026, when the mandatory tender offer commences (which is not yet determined as of the approval date of this Information Form) - and the CBRT USD buying exchange rate of TRY 46.2460 per 1 USD announced on the share transfer date of 18.06.2026. Pursuant to paragraph 4 of Article 11 of the Communiqué on Takeover Bids, the list indicating the shareholders eligible for the tender offer and the relevant share amounts will be prepared by the Central Registry Agency (Merkezi Kayıt Kuruluşu) and delivered to our Intermediary Institution on 22.09.2026. This list will be calculated based on the shareholders holding shares in the Company as of 18.06.2026 and the share amounts determined by deducting any sales made from the shares held on the said date up to the actual start date of the tender offer, on a last-in, first-out basis and over end-of-day net balances. | ||||||||
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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