TAT GIDA SANAYİ A.Ş.

M&A Activity • Feb 19, 2024

Completion of the purchase of Tat Gida shares

Following the fulfilment of the closing conditions regarding the acquisition process of Tat Gida Sanayi A.Ş. ("Tat Gida") shares, the payment and transfer transactions regarding the acquisition of shares corresponding to 49,04% of Tat Gida capital and 15 founder usufruct shares from Koc Holding, Koc Group companies, Koc Family Members and foundations related to Koc Group have been completed.

The share transfer price determined as USD 80,915,335.72 for 49.04% of Tat Gida shares subject to transfer will be subject to adjustment based on the net debt and net working capital amounts in the independently audited financial statements to be prepared based on the closing date.

In addition, an option agreement between Temel Ticaret ve Yaturm A.S., the ultimate parent company of Koc Holding, and our Company for the right to sell all or part of the shares owned by Temel Ticaret, corresponding to 3.26% of Tat Grda capital, to our Company for a period of 6 months, starting from the end of the 6-month period starting from today.

In this respect, the share purchase transactions are planned to be organized in such a manner that at any point in time the ratio of Tat Gida shares held by our Company will not be above 50% of company's capital and accordingly will not trigger any mandatory obligation for our Company with respect to CMB's Communique on Takeover Bids.

I ransaction	Total	Total	Net Nominal	Nominal	End of Day	Proportion	Ratio of	Ratio of	Ratio of
Date	Nominal	Nominal	Amount of the	Value of	Nominal	of the Day	Voting	End of	Voting
	Amount of	Amount of	I ransactions	Shares Held	Amount of	Balance of	Rights	Day	Rights
	Shares	Shares	(TL)	at the	Shares Held	Shares	Held to	Balance	Held to
	Subject to the	Subject to the		Beginning of	(TL)	Owned to	Voting	of Shares	Voting
	Purchase	Sale		the Day (TL)		Share	Rights at	Owned	Rights at
	I ransaction	I ransaction				Capital	the	to	the End
	(TL)	(TL)				(%)	Beginning	Capital	of the
							of the Day	(%)	Day (%)
							(%)
19.02.2024	66.693.852.46		66.693.852.46		66.693.852,46			49.04%	49.04%

On behalf of Memişoğlu Tarım Ürünleri Ticaret Limited Şirketi

Serafettin Memis

General Manager

MEMI OGIU ARETITD ST c. No: 11299 Thaklival.com Uray V.D. 614005 8