Purchase of Financial Fixed Asset

During the meeting of 06.07.2020, no. 2020/04 of Değer Merkezi Hizmetler ve Yönetim Danışmanlığı A.Ş., our direct subsidiary whereby we own the entire capital thereof, the following matters have been resolved in addition to other representation related matters:

1. To initiate the procedures to acquire and take over 23,800 (twenty three hundred and eight thousand) shares representing 70% of the paid in capital, out of the 34,000 (thirty four thousand) shares with a nominal value of 25 (twenty five) Turkish Liras, all of which are registered shares, and which represent the fully paid in capital of 850,000 (eight hundred and fifty thousand) Turkish Liras of Sesa Ambalaj ve Plastik Sanayi Ticaret A.Ş. ("SESA") operated in the field of flexible packaging production and sales in İzmir, with a total price of 57,803,431 Euros, fully to be paid in cash, and in a single payment from SESA’s Shareholders following the negotiations held, provided that some conditional price adjustments and/or performance payment matters are reserved (“Transaction”), 
2. To complete the Transaction in the case it is understood that all closing conditions stipulated in the Agreements are fulfilled, including but not limited with the notification to be made to the Competition Board,
3. Within this scope, to commence the activities to found a new corporation to take over all the shares of SESA, to hold a 70% share in the capital of the corporation to be newly founded with the remaining 30% shares being held by Selim Şavul and Sabi Şavul, of the existing shareholders of SESA,
4. During the time to elapse from the Agreements being signed to the Closing, the shares we hold in the abovementioned new corporation to be founded in order to take over all the shares of SESA to be allowed to be transferred to another subsidiary whereby Öncü Girişim Sermayesi Yatırım Ortaklığı A.Ş., which is a direct subsidiary of our controlling partner Doğan Şirketler Grubu Holding A.Ş., or Doğan Şirketler Grubu Holding A.Ş. has direct or indirect control in the capital thereof.

The Transaction is planned to be partially financed by bank loans, and partially through equity in an indirect manner.

Sesa Ambalaj ve Plastik Sanayi Ticaret A.Ş. (www.sesaplastik.com.tr) operates in the flexible packaging industry, and is among the leading companies of high barrier flexible packaging subline of business.

In line with its current existing investment strategy, our company targets industries such as packaging etc. that promise rapid growth with high added value, and thus seizes investment opportunities accordingly.

Urbanization, demographic changes and the increasing need for safe food also increase the demand for "flexible packaging" and particularly "high barrier" flexible packaging. Considering our goal of creating value and the importance we place in sustainability, the growth potential of SESA and its environmentally friendly product development efforts has been effective in our investment decision.

With this opportunity we would like to express that with the same perspective we shall continue to seize investment opportunities in companies of national and international scale, compliant with macro trends, and possessing sustainable product development capabilities, operating both in flexible packaging industry and in other value added areas in the coming terms.

Purchase of Financial Fixed Asset

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