ÜLKER BİSKÜVİ SANAYİ A.Ş.

M&A Activity • Apr 26, 2024

Summary Info	The Board Resolution regarding the facilitated merger with Önem Gıda Sanayi ve Ticaret Anonim Şirketi of which our partnership holds 100% of the shares
Update Notification Flag	No
Correction Notification Flag	No
Postponed Notification Flag	No

Board Decision Date	26.04.2024
Merger Model	Merger Through Acquisition
Date Of Financial Statements Base To Merger	31.12.2023
Currency Unit	TRY

Acquired Company	Trading On The Stock Exchange/Not Trading On The Stock Exchange	Share Exchange Rate	Group of Share To Be Distributed To Acquired Company Shareholders	Form of Share To Be Distributed To Acquired Company Shareholders
Önem Gıda Sanayi ve Ticaret A.Ş	Not Trading On The Stock Exchange

Share Group Info	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital	New Shares To Be Given Due To Merger
ULKER, TREULKR00015	369.275.855	0	0	369.275.855

	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital
TOTAL	369.275.855 TL	0 TL	0 TL	369.275.855 TL

Additional Explanations

Our company intends to streamline the consolidation process of our wholly-owned subsidiary, Önem Gıda Sanayi ve Ticaret Anonim Şirketi, whose financials are consolidated within our corporate structure, by effecting the transfer of all its assets and liabilities to our company in a consolidated manner (solely leading to the cessation of its legal entity), through a facilitated procedure. Within this context, our Board of Directors has resolved upon the following partic

1. In accordance with the provisions stipulated within Articles 136 et seq. of the Turkish Commercial Code, Articles 18, 19, and 20 of the Corporate Tax Law, as well as pertinent regulations pertaining to Capital Markets legislation, it has been resolved to effectuate the merger of our company, registered under number 509632 with the Istanbul Trade Registry Office, with its subsidiary Önem Gıda Sanayi ve Ticaret Anonim Şirketi (%100), in a manner that consolidates all assets and liabilities as a singular entity, thereby facilitating the merger within the framework of partnership ("Transaction"). To this end, it has been determined that the preparation of the merger agreement and associated documentation shall proceed.

2. It has been decided that the Transaction shall be executed based on the financial statements of the parties to the transaction, prepared in accordance with the relevant regulations of the Capital Markets Board as of 31/12/2023, and subjected to independent auditing.

3. In accordance with Article 13 of the Capital Markets Board's Communiqué II-23.2 on Mergers and Divisions, due to the planned merger to be conducted through a simplified method, it has been decided not to prepare the Board of Directors' report as stipulated in Article 147 of the Turkish Commercial Code, not to prepare the merger report along with the independent audit report as per Article 13/2 of the Capital Markets Board's Communiqué II-23.2 on Mergers and Divisions, and not to seek the opinion of an expert organization.

4. It has been decided that the Transaction will not fall within the scope of the Capital Markets Board's Communiqué II-23.3 on "Transactions of Significant Importance and the Right of Separation," and pursuant to Article 15/ç, no "Right of Separation" will arise for our shareholders.

5. Due to the merger, there will be no increase in the Company's capital; the merger transaction will not impact the financial statements nor result in any fund outflows.

6. In this context, it has been decided to prepare the announcement text, merger agreement, and other necessary information and documents related to the merger transaction as required by the Capital Markets Board's Communiqué II-23.2 on Mergers and Divisions ("Communiqué") for submission to the Capital Markets Board for approval.

7. Following approval of the merger transaction by the Capital Markets Board, it has been decided to submit the Merger Agreement to the Board of Directors for approval without being presented to the general assembly.

8. Including but not limited to the matters mentioned above, it has been decided to jointly authorize Ali ÜLKER, Mehmet TÜTÜNCÜ, or Mete BUYURGAN, any two of them together, to carry out all kinds of applications, announcements, obtainment of permits from other institutions and organizations, and all other procedures related to the execution of the Transaction within the scope of this decision.