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oda_ExplanationTextBlock| | Set out below is the Material Event Disclosure dated 22 October 2026, submitted to the Capital Markets Board of Türkiye by our wholly owned subsidiary (100%), Gübretaş Maden Yatırımları A.Ş., regarding the investment decisions made by Stratejik Sektör Tarım ve Teknoloji Yatırımları A.Ş. Yours sincerely, "Stratejik Sektör Tarım ve Teknoloji Yatırımları A.Ş., a wholly owned subsidiary (100%) of our Company, has decided to invest in certain companies in line with its corporate purpose and the fields of activity set out in its articles of association. These investments aim to evaluate investment opportunities with growth and value creation potential in the food, retail and feed sectors, generate investment returns and capital appreciation over the medium and long term, and increase the value of its investment portfolio. The investments in question are considered to offer significant opportunities to generate investment returns and achieve capital appreciation over the medium and long term, as well as to build a strong portfolio of subsidiaries and associates, taking into account the growth potential of the relevant sectors, the development prospects of the investee companies and independent valuation studies. In this context, taking into consideration the company valuation reports prepared by independent valuation institutions authorized by the Capital Markets Board of Türkiye, it has been resolved t 1. Participate, for a total consideration of TRY 3,926,200,000, in the capital increase of TK Tarım Kredi Pazarlama ve Marketçilik A.Ş. ("TK Market"), whereby its current issued share capital of TRY 8,750,000,000 will be increased by TRY 1,000,000,000 to TRY 9,750,000,000, through a capital increase of TRY 1,000,000,000 in nominal value, with the existing shareholder's pre-emptive rights being fully restricted. 2. Participate, for a total consideration of TRY 1,681,913,106, in the capital increase of Tarım Kredi Yem Sanayi ve Ticaret A.Ş. ("TK Yem"), whereby its current issued share capital of TRY 111,000,000 will be increased by TRY 12,330,000 to TRY 123,330,000, through a capital increase of TRY 12,330,000 in nominal value, with the existing shareholders' pre-emptive rights being fully restricted. 3. Acquire 231,000,000 shares, representing 30% of the share capital of Tarım Kredi Tedarik ve Üretim A.Ş. ("TK Tedarik"), from Türkiye Tarım Kredi Kooperatifleri Merkez Birliği for a total consideration of TRY 594,039,600. 4. Participate in the planned cash capital increase of TRY 3,500,000,000 to be carried out by TK Tedarik following the share transfer, by contributing TRY 1,050,000,000 in proportion to a 30% shareholding. Within the scope of these transactions, it has been resolved that our subsidiary will make investments totalling TRY 7,252,152,706 and that the amounts relating to the capital increases will be paid as capital advances. Upon completion of these transactions, our subsidiary is expected to hold approximately 10.26% of TK Market, approximately 10% of TK Yem and 30% of TK Tedarik. In line with its corporate purpose and investment strategy, our subsidiary may also evaluate investment opportunities in other companies operating in various sectors that offer the potential for sustainable returns and value appreciation. The relevant investments and capital transactions are subject to the necessary permits and approvals. Any material developments in these processes will be disclosed to the public in accordance with the applicable legislation. Respectfully submitted for public information." This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail. | ||||||||
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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