ÜLKER BİSKÜVİ SANAYİ A.Ş.

Share Issue/Capital Change • Oct 11, 2024

Summary Info	Decision of Board of Directors on Partial Facilitated Demerger Through Associate Model and Applications to CMB Regarding the Partial Facilitated Demerger Through Associate Model
Update Notification Flag	No
Correction Notification Flag	No
Postponed Notification Flag	No

Board Decision Date	11.10.2024
Demerger Model	Partial demerger through associate model
Title of New Company/Companies Established After Demerger	Taygeta Gıda Üretim Ve Pazarlama A.Ş.
Scope of Activities of Company Established After Demerger	To engage in the production, importation, exportation, marketing, and sale of all types of food products; to establish packaging and wrapping facilities related to the manufacturing and trade of food products; to manufacture, purchase, sell, import, export, and market machinery beneficial to these facilities; and to provide consultancy services to natural and legal persons, including those in which they hold participatory interests
Paid-in Capital of Company Established After Demerger	250.000
Will Be Applied to Stock Exchange For Listing of New Established Company?	No
Will Be Applied to Stock Exchange For Listing of Company That Assets be Transferred Due to Demerger?	No
Currency Unit	TRY
Date Of Financial Statements Base To Demerger	30.06.2024
Paid-in Capital (TL)	369.275.855
Target Capital (TL)	369.275.855

Share Group Info	Paid-in Capital (TL)	Share Exchange Rate	Capital To Be Decreased Due To Demerger (TL)	Capital To Be Decreased Due To Demerger (%)	Amount Of Bonus Issue From Internal Resources Due to Demerger (TL)	Rate Of Bonus Issue From Internal Resources Due to Demerger(%)	New Shares'' ISIN	Amount of Shares Issued Due To Demerger
ULKER, TREULKR00015	369.275.855

Capital Market Board Application Date Regarding Demerger	11.10.2024
Capital Market Board Application Date	11.10.2024

Additional Explanations

Our Board of Directors has resolved on the matters specified below.

1. In order to manage our Company's international investments in a more effective and focused structure; in accordance with the provisions of the relevant legislation, the following foreign subsidiary shares in the assets of our company, to transfer the following foreign participation shares in the assets of our Company to Taygeta Gida Uretim ve Pazarlama Anonim Sirketi ("Taygeta"), which was established recently as a 100% subsidiary of our Company with a capital of TRY250,000.00, through partial spin-off as a whole, without impairing the integrity of the business, in accordance with the provisions of the legislation,

g. All of the 13.767.887 shares (%100) with a nominal value of GBP13.767.887,00 (TRY1.641.310.000,00)* which we own in the capital of Sabourne Investments Ltd. established in England with a value of GBP13.767.887,00 (date of acquisition: 27.06.2016);

h. All of the 11.979.082.459 shares (100%) with a nominal value of KZT11.979.082.459,00 (TRY886.307.400,00)* which we own in the capital of pladis Kazakhstan LLP established in Kazakhstan with a value of KZT11.979.082.459,00 (date of acquisition: 31.03.2017);

i. All of the 6.900.001 shares (100%) with a nominal value of EUR6.900.001,00 (TRY4.707.205,60)* which we own in the capital of UI Mena BV. established in the Netherlands with a value of EUR6.900.001,00 (date of acquisition: 20.12.2017);

j. All of the 25.000.000 shares (100%) with a nominal value of SAR25.000.000,00 (TRY1.313.048.000,00)* which we own in the capital of pladis Arabia International Manufacturing Company (old title: International Biscuits Company) established in Saudi Arabia with a value of SAR25.000.000,00 (date of acquisition: 23.05.2018);

k. 31.632.288 shares (51%) with a nominal value of EUR 31.632.288,00 (TRY984.786.000,00)* which we own in the capital of UI Egypt B.V. established in the Netherlands with a value of EUR62.024.095,00 (date of acquisition: 31.03.2016);

l. 43.665 shares (12,95%) with a nominal value of EUR 93.380.429,00 (TRY 2.020.972.724,07)* which we own in the capital of Godiva Belgium BVBA established in the Netherlands with a value of EUR721.335.743,00 (date of acquisition: 18.03.2008);

(*) Refers to the carrying value of Ulker Biskuvi Sanayi A.S.'s Tax Procedure Law balance sheet as of 30.06.2024.

2. To carry out the partial spin-off transactions in accordance with Subparagraph (b) of paragraph 1 of Article 159 of the Turkish Commercial Code No. 6102 ("TCC"), The provisions of the Capital Markets Board's ("CMB") "Communiqué on Mergers and Demergers" ("Communiqué") (II-23.2) regarding spin-off in simplified procedure and Article 19, paragraph 3, subparagraph (b) and Article 20 of the Corporate Tax Law No. 5520;

3. To realize the partial spin-off transactions based on the independently audited consolidated financial statements of our Company dated 30.06.2024,

4. In exchange for participation shares transferred through partial spin-off with the affiliate model, to increase Taygeta's paid-in capital from TRY250,000 to TRY6,851,381,329.67 and to allocate the new shares to be issued with the increase of TRY6,851,131,329.67 to our Company, and that there is no need for any capital reduction and amendment of the articles of association of our Company,

5. Pursuant to the provision of Article 17 of the Communiqué, no independent audit report and expert organization opinion shall be obtained pursuant to paragraph 2 of Article 17 of the Communiqué, since the spin-off will be realized through facilitated spin-off method in accordance with the provision of paragraph 3,

6. Pursuant to Article 15/ç of the CMB's "Communiqué on Significant Transactions and the Right to Separation" no. II-23.3, no "Right to Separation" arises in terms of our shareholders,

7. Regarding the partial spin-off transaction within the scope of this resolution: To accept the Spin-off Agreement, Spin-off Report and Announcement Text as attached and to apply to the CMB for the approval of the Announcement Text within this framework,

8. To submit the Spin-off Report, the Spin-off Agreement and the consolidated financial reports for the last three years which was subject to independent audit and the interim accounting period of 30.06.2024 for the review of the shareholders in accordance with the provisions of the TCC, CMB and the relevant legislation,

9. To submit the Spin-off Agreement and Spin-off Report to the approval of the shareholders at the General Assembly of our Company,

10. Within the scope of this decision, for the Approval of the Announcement Text, including the application to the Capital Markets Board regarding the partial spin-off transaction, to grant authority for representing and binding our company with joint signature of any one of Mehmet TUTUNCU and Ibrahim TASKIN with any one of Mete BUYURGAN, Fahrettin Gunalp ERTIK and Fulya Banu SURUCU to make applications to the necessary authorities for spin-off transactions and to carry out all kinds of works and transactions to be carried out within this framework, to realize the application, to revoke it and to sign the relevant documents on behalf of our Company, to amend.

Application for the approval of the Announcement Text was submitted to the Capital Markets Board on 11/10/2024.

Documents Regarding Demerger

Appendix: 1	GLAS.58175 EK 5- Taygeta-Kısmi Bölünme-Duyuru-imza.pdf - Announcement Text
Appendix: 2	GLAS.58175 EK 6 - Taygeta Bölünme Sözleşmesi-imza.pdf - Demerger Contract
Appendix: 3	GLAS.58175 EK 7- Bölünme Raporu-imza.pdf - Demerger Report