ÜLKER BİSKÜVİ SANAYİ A.Ş.

M&A Activity • Apr 25, 2023

Summary Info	Notification regarding CMB application on the merger under our Company through taking over of Ülker Çikolata and Biskot Bisküvi
Update Notification Flag	No
Correction Notification Flag	No
Postponed Notification Flag	No

Board Decision Date	25.04.2023
Merger Model	Merger Through Acquisition
Date Of Financial Statements Base To Merger	31.12.2022
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
Ülker Çikolata San.A.Ş.	Not Trading On The Stock Exchange	0,7412	-	Bearer
Biskot Bisküvi Gıda Sanayi Ve Ticaret A.Ş.	Not Trading On The Stock Exchange	1,0659	-	Bearer

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	342.000.000	27.275.855		369.275.855	ULKER, TREULKR00015

	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital
TOTAL	342.000.000 TL	27.275.855 TL	0 TL	369.275.855 TL

Capital Market Board Application Date	25.04.2023

Additional Explanations

It has been decided to merge our subsidiaries Biskot Bisküvi Gıda Sanayi ve Ticaret A.Ş. (%73,92 of which owned by our Company) and Ülker Çikolata Sanayi A.Ş. (%91,67 of which owned by our Company) under our Company Ülker Bisküvi Sanayi A.Ş. ("Company"), by taking over all of their assets and liabilities collectively through subrogation in accordance with the Capital Markets Law No. 6362, the Merger and Spin-Off Communiqué No. II-23.2 issued by Capital Markets Board ("CMB") and other relevant regulations, the Turkish Commercial Code No. 6102 and the Corporate Tax Law No. 5520, and other relevant laws in order to increase corporate governance, efficiency and effectiveness and to reduce costs by continuing our activities under a more focused structure within one roof by merging (by way of acquisition) our local subsidiaries which operate in the same sector (food manufacturing) under our listed company.

It has been decided that the merger transaction will be carried out based on the financial statements dated 31/12/2022, which were prepared within the framework of CMB's relevant regulations and subjected to independent auditing.

It has been decided to use the Expert Agency's Report prepared in accordance with Article 7 (titled "Expert Agency Opinion"), of the Communiqué on Merger and Spin-off numbered II-23.2 issued by the CMB to determine the merger rate, conversion rate, capital increase amount in our Company, and the number of shares to be allocated to the shareholders of Biskot Bisküvi Gıda Sanayi ve Ticaret A.Ş. and Ülker Çikolata Sanayi A.Ş. accordingly. T here will be no outflow of funds (cash.etc.) from Ülker Biscuit Company w ithin the scope of this merger.

Pursuant to the provisions of the relevant legislation, it has been decided to prepare the merger agreement and the merger report, and to apply CMB for the approval of the announcement text following the execution of all other necessary procedures regarding the merger by way of acquisition. In this context, an application was made to CMB on 25 April 2023 together with the Announcement Text, Merger Agreement, Merger Report, Expert Agency Opinion, Financial Statements and Independent Audit Reports prepared within the scope of the transaction are attached hereto.

Documents Regarding Merger

Appendix: 1	Duyuru Metni.pdf - Announcement Text
Appendix: 2	Birlesme Raporu.pdf - Merger Report
Appendix: 3	Birlesme Sozlesmesi.pdf - Merger Contract
Appendix: 4	Uzman Kuruluş Raporu.pdf - Expert Institution Report