ÜLKER BİSKÜVİ SANAYİ A.Ş.

M&A Activity • Jul 18, 2023

Summary Info	Announcement on the Right to Review Merger Transaction
Update Notification Flag	Yes
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 Regarding Merger	24.04.2023
Capital Market Board Application Date	25.04.2023

Additional Explanations

As per article 149 of Turkish Commercial Code no. 6102, it was announced in the Turkish Trade Registry Gazette dated 18.07.2023 and issue 10873 that the merger agreement, merger report, financial statements of the last three years as well as annual reports prepared in line with the decision dated 25/04/2023 and no. 2023/05 taken by the Board of Directors of Ulker Biskuvi Sanayi Anonim Sirketi regarding the merger through the acquisition of Biskot Biskuvi Gida Sanayi ve Ticaret A.S. and Ulker Cikolata Sanayi A.S., which are the subsidiaries of the Company, with all of their assets and liabilities as a whole by our Company within the framework of the relevant legislation provisions, will be made available for the review of our shareholder in our company headquarters at the address of Ulker Biskuvi Sanayi A.S. Kisikli Mah. Ferah Cad. No:1 Buyuk Camlıca Uskudar Istanbul as of 21/07/2023 for a period of 30 days before the date of the general assembly meeting where the merger will be approved.

In addition, the aforementioned documents, the draft amendment to the articles of association, the expert organization's report, the independent audit reports for the last three years, the announcement text and the estimated opening balance sheet after the merger will be made available for the review of our shareholders on the Public Disclosure Platform and on our Company's website https://ulkerbiskuviinvestorrelations.com/

Documents Regarding Merger

Appendix: 1	Duyuru Metni.pdf - Announcement Text
Appendix: 2	ülker bisküvi ilan.pdf - Other