TAB GIDA SANAYİ VE TİCARET A.Ş.

Prospectus • Aug 22, 2025

TAB Gıda Sanayi ve Ticaret Anonim Şirketi

01.01.2025 - 30.06.2025

REALIZATION AND EVALUATION REPORT PREPARED BY THE AUDIT COMMITTEE ON THE ASSUMPTIONS USED IN DETERMINING THE PUBLIC OFFERING PRICE

By TAB Gıda Sanayi ve Ticaret Anonim Şirketi

Prepared in accordance with Article 29/5 of the Capital Markets Board's Equity Communiqué No.

VII-128.1.

22.08.2025

1. Purpose of the Report

Pursuant to paragraph 5 of Article 29 of the Capital Markets Board's Communiqué on Equity Shares numbered VII-128.1, it is obligatory for the corporation, whose shares are offered to public for the first time, to prepare a report for two years following the commencement of trading of its shares on the Stock Exchange, which includes evaluations on whether the assumptions taken as basis in determining the public offering price have been realized or not, and if not, the reason thereof, and to publish the said report on the corporation's website and Public Disclosure Platform ("PDP").

TAB Gıda Sanayi ve Ticaret A.Ş. ("TAB Gıda" or the "Company") shares were offered to the public on 18- 19-20 October 2023, and the shares of our Company started trading on Borsa Istanbul on 26 October 2023.

We hereby declare that it has been prepared within the framework of the following ethical principles by taking into consideration the CMB Communiqué No. III-62.1 "Communiqué on Valuation Standards in Capital Markets" and International Valuation Standards.

Valuation Methods and Calculations in the Price Determination Report

In the Price Determination Report prepared by İş Yatırım Menkul Değerler A.Ş. ("İş Yatırım"), which acted as an intermediary for the public offering of the Company's shares, on 04.09.2023 and published on the Public Disclosure Platform on 13.10.2023, the Company value and the public offering price were determined as follows.

a. Discounted Cash Flow Method (DCF):

The assumptions used in the Discounted Cash Flow ("DCF") analysis are based on estimates that reflect the Company management's expectations for the coming years and according to these estimates, the cash flows to be generated in the future period are discounted to present value.

In the DCF analysis, projections were prepared based on the Company's past realizations and the Company's business plan. Equity value is calculated by deducting the Company's net financial debt amount from the discounted value of the Company.

DCD Valuation Summary	Million TL
DCD Enterprise Value	43,076
Total Adjusted Net Financial Debt	951
Equity Value	42,125

b. Market Multiples Analysis:

The Company's equity value was calculated by İş Yatırım based on the Market Multiples analysis by giving equal weight to the values calculated as a result of EV/EBITDA and P/E analysis of both domestic and foreign companies.

(Million TL)	Calculated Equity Value	Weight
Domestic EV/EBITDA and P/E Weighted Equity Value	24,715.1	%50
Foreign EV/EBITDA and P/E Weighted Equity Value	42,679.7	%50
Equity Value	33,697.4	%100

2. Valuation Result

The weighted equity value found as a result of the valuation study conducted by İş Yatırım is given in the table below.

Million TL	Calculated Equity Value	Weight	Equity Value
Market Multiples Analysis	33,697	50%	16,849
Discounted Cash Flow Analysis	42,125	50%	21,062
Equity Value		100%	37,911

According to the calculation based on the weighted equity value obtained as a result of the valuation methods, the Company's share value before the public offering discount is calculated as 163.12 TL. Applying a public offering discount of approximately 20.3% to this value, the Company's public offering price per share was determined as 130.00 TL.

IPO Price Account	Value (TL)
Weighted Equity Value	37,911,179,232
Nominal Capital Amount	232,417,000
Share Value Before IPO Discount	163.12
Public Offering Discount	20.3%
Share Price After IPO Discount	130.00

3. Forecast and Realization

Since the Price Determination Report dated 04.09.2023 prepared prior to the IPO does not include the effects of inflation accounting, the comparison of the related assumptions is made by excluding the effects of "IAS 29 Financial Reporting in Hyperinflationary Economies" standard.

(Million TL)	Reported	Reported	Excluding IAS29 impact	Excluding IAS29 impact	Realization	Excluding IAS29 impact	Excluding IAS29 impact	Realization
	1H 2024	1H 2025	2024	1H 2024	Rate (% )		2025 Expectation 1H 2025 realization	Rate (% )
Revenue	18,470	20,351	27,806	12,640	45.5%	42,431	19,232	45.3%
Gross Profit	3,099	3,287	5,857	2,562	43.7%	10,959	3,885	35.4%
Gross Margin	16.8%	16.2%	21.1%	20.3%		25.8%	20.2%
EBITDA	3,790	4,072	5,874	2,520	42.9%	9,437	3,764	39.9%
EBITDA Margin	20.5%	20.0%	21.1%	19.9%		22.2%	19.6%

According to the price determination report published during the IPO process, 45.3% of the revenue and 39.9% of EBITDA, which were estimated to be realized in 2025, were realized in 1H 2025. According to 2024 year-end realizations, 45.5% of revenue and 42.9% of EBITDA were realized in 1H 2024.

As TAB Gıda, we continuously improve our operations, maintain our growth momentum with seven brands catering to diverse dining preferences, and remain firmly committed to sustainable and profitable growth by delivering long-term value to all our stakeholders. We revised our previously announced (dated 4 March 2025) 2025 guidance upward, driven by our strong 1H 2025 results and an accelerated growth outlook for the second half of the year, and shared our updated expectations with investors in our KAP announcement dated 12 August 2025. Despite the prevailing macroeconomic fluctuations, the continued strength of our operational performance reinforces our confidence in achieving the targets we have set for 2025.

We would like to thank our investors and all our stakeholders for their trust and support for us and our vision.

Sincerely,

TAB Gıda Sanayi ve Ticaret A.Ş.

Audit Committee Chairman Halil Doğan BOLAK

Audit Committee Member Ayşe Ayşin IŞIKGECE