Non-current Financial Asset Acquisition (KAREL)

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Non-current Financial Asset Acquisition

Update Notification Flag

Hayır (No)

Correction Notification Flag

Hayır (No)

Date of the Previous Notification About the Same Subject

-

Postponed Notification Flag

Evet (Yes)

Announcement Content

Board of Directors’ Resolution Date Regarding Acquisition

25/03/2022

Did the Majority of Independent Members Approve the Board of Directors’ Resolution Regarding the Acquisition?

Acquisition of non-current financial asset will be carried out by Öncü Girişim Sermayesi Yatırım Ortaklığı A.Ş. (Öncü GSYO), a direct subsidiary of our company, and since Öncü GSYO is not a publicly traded company, it does not have any independent board members.

Acquired Financial Asset’s Title

KAREL Elektronik Sanayi ve Ticaret A.Ş.

Acquired Financial Asset’s Field of Operation

Technology and Information

Acquired Financial Asset’s Capital

TL 200,000,000

Acquisition Method

Satın Alma (Purchase)

Transaction Finalized/Due to be Finalized on:

The transaction will be finalized provided that all the legal approvals are secured from the official authorities and all the closing transactions and conditions specified in the agreements are fulfilled; accordingly, a public disclosure will be issued on the “Closing” date when the sale and transfer will be legally concluded.

Acquisition Terms

Peşin (Cash)

Terms, if acquired on credit

None

Nominal Value of Acquired Shares

TL 80,000,000 for 80,000,000 shares

Purchase Price per Share

9,11

Total Amount

The total amount will be TL 728,822,894.

Ratio of Acquired Shares to the Non-current Financial Asset’s Capital (%)

40

Ratio of Total Shares After Acquisition to the Non-current Financial Asset’s Capital (%)

40

Ratio of Voting Rights in the Non-current Financial Asset After Acquisition (%)

60.7

Ratio of the Acquired Non-current Financial Asset to the Parent Company’s Total Assets in the Latest Disclosed Financial Statements (%)

3.27

Ratio of the Transaction Amount to the Parent Company’s Total Revenues in the Latest Disclosed Financial Statements (%)

4.39

Impact on the Parent Company’s Operations

The acquisition is expected to support the group’s investments in technology, sales revenue growth, and profitability.

Is a Call to Bid Required for Share Acquisition?

Evet (Yes)

If a Call to Bid is Required for Share Acquisition, Will the Company apply for Exemption?

Hayır (No)

Full Name/Title of the Seller/Transferee

Ali Sinan TUNAOĞLU, Serdar Nuri TUNAOĞLU and Şakir Yaman TUNAOĞLU

Is the Other Party a Related Party According to CMB Regulations?

Hayır (No)

The Nature of the Relation Between the Parent Company and the Seller/Transferee

None

Date of Agreement regarding the Transaction, if any

29/03/2022

Valuation Method for the Non-current Financial Assets

Restricted Procedure

Was a Valuation Report prepared?

Düzenlenmedi (Not Prepared)

Reason for not Preparing a Valuation Report

The transaction value was determined by “restricted procedure” and did not require a valuation report.

Date and Number of Valuation Report, if prepared

Not applicable

Title of the Organization that prepared the Valuation Report

Not applicable

Value Determined According to the Valuation Report

Not applicable

Reason for not Performing the Transaction According to the Valuation Report Results

Not applicable

Explanations

The following explanations are provided in accordance with Capital Markets Board’s Communique No. II-15.1 on ‘Material Events Disclosure’ (“Communiqué”), paragraph 2 under article 6 ‘Postponement of Public Disclosure of Insider Information’ and the relevant provisions of the ‘Material Events Guidelines’ (“Guidelines”):

In its meeting no. 2022/03 on 11.02.2022, the Board of Directors has resolved, in summary, on the following:

Considering that negotiations are ongoing to acquire some of the shares of Karel Elektronik Sanayi ve Ticaret A.Ş. (“Karel”), a final agreement has not been reached with clear terms and conditions, and no agreement has been signed yet between the parties regarding the sale of shares, furthermore, a material event disclosure on the subject may lead market players to arrive at different interpretations and conclusions, and such a disclosure under the current conditions may be detrimental to the legitimate interests of our company, the disclosure of this specific insider information has been postponed in accordance with Article 6 of the Communiqué and the relevant provisions of the Guidelines to protect the legitimate interests of our company and to ensure the confidentiality of this information during the postponement period by taking all necessary measures.

Regarding the acquisition of 80,000,000 shares, each with a nominal value of TL 1.00, consisting of 70,000,000 (A) and (B) group registered shares and 10,000,000 (C) group bearer shares, held by Sinan TUNAOĞLU, Serdar Nuri TUNAOĞLU and Şakir Yaman TUNAOĞLU, representing 40% of Karel’s capital and 60.7% of voting rights, in Karel’s fully paid-in capital of TL 200,000,000 within its current registered capital ceiling of TL 2,000,000,000;

- Öncü Girişim Sermayesi Yatırım Ortaklığı A.Ş. (“Öncü Girişim”), a direct subsidiary of our company, has signed a ‘Share Acquisition Sale and Participation Agreement’ and a ‘Shareholders Agreement’ (“Agreements”) on 29.03.2022,

- without prejudice to currency rate and price adjustments subject to certain conditions,

- to pay a total of TL 728,822,894, consisting of TL 670,000,000 to the seller shareholders and duly, TL 58,822,894 on behalf of the seller shareholders as part of the planned capital increase.

Once the closing procedures are finalized, Karel’s current issued capital of TL 200.000.000 is planned to be increased by 101.47% to TL 402,942,765.16, within its current registered capital ceiling of TL 2,000,000,000, and to cover this increase amount of TL 202,942,765.16 by way of paid-in capital increase, without restrictions, of the shares over their nominal value (TL 1.00), without prejudice to the priority rights of the existing shareholders. Accordingly, Öncü Girişim will transfer a total of TL 140,000,000, consisting of TL 81,177,106 on its own account and behalf and TL 58,822,894 on the sellers’ account and behalf to Karel’s bank accounts as an advance payment to be deducted from the planned capital increase on the closing day. In the event that all shareholders and other investors that hold free float shares participate in the capital increase, the total amount they will pay will be TL 62,942,765.16.

Concurrently with this transaction, Karel has signed an agreement with Daiichi Elektronik A.Ş. (“Daiichi”) to acquire 75% stake in Daiichi.

The aforementioned share transfer transactions will be carried out provided that all the closing transactions and conditions specified in the Agreements, including but not limited to the application to be filed with the Capital Markets Board and the notification to the Competition Board, have been fulfilled.

Since the shares and voting rights with management control in the capital of Karel Elektronik are acquired by Öncü Girişim, a direct subsidiary of our company, in accordance with Article 26 ‘Mandatory Tender Offer’ of the Capital Market Law No. 6362, a separate application will be filed with the Capital Markets Board for takeover bid to issue a call to bid according to Article 13 of the Capital Markets Board’s Communiqué No. II-26.1 on Share Purchase Offer, and this obligation will be fulfilled in line with the procedures and principles specified in the relevant provisions of this Communiqué.

Other matters related to the obligation to issue a takeover bid, starting with the price of the takeover bid, will also be subject to material event disclosures in accordance with Capital Markets Board’s Communiqué No. II-26.1 on Share Purchase Offer and Communique No. II-15.1 on Material Events Disclosure.