EİS ECZACIBAŞI İLAÇ SINAİ VE FİNANSAL YATIRIMLAR SANAYİ VE TİCARET A.Ş. Finansal Duran Varlık Satışı 27 Ekim 2023

(*)The Euro sale price is calculated using the average of Central Bank Foreign Exchange buying and selling rates announce on 26.10.2023.

(**)Calculation has been made based on the financial statement data dated June 30, 2023

As stated in the material event disclosures dated 18 August 2017, 31 October 2017, 27 October 2020 and 2 November 2021; within the scope of the ""Amendment Protocol"", which was prepared to amend the ""Partnership Agreement"" signed by the partners of the Company's joint venture Eczacıbaşı-Monrol and entered into force on 31.10.2017;  After the capital increase of Eczacıbaşı-Monrol, 84% of Eczacıbaşı-Monrol's capital belonged to Eczacıbaşı Group and 16%  belonged to Bozlu Group as from 31.10.2017. Eczacıbaşı Group undertook to sell Eczacıbaşı-Monrol's shares corresponding to 9% of the capital of Eczacıbaşı-Monrol to Bozlu Group (which would increase the partnership rate at Eczacıbaşı-Monrol to 25%) within 5 years from the date of general assembly registration (registered on 03.11.2017); Bozlu Group, on the other hand, undertook to purchase the shares corresponding to 9% of Eczacıbaşı-Monrol's capital from Eczacıbaşı Group within 5 years from the registration date of the General Assembly. Within the framework of the ""commitment"" specified in the Amendment Protocol, in the first phase, shares corresponding to 3% of Eczacıbaşı-Monrol's share capital has been sold to Bozlu Group on 27 October 2020 and , in the second, phase shares corresponding to 3% of Eczacıbaşı-Monrol's share capital has been sold to Bozlu Group on 02 November 2021 and as a result 78% of Eczacıbaşı-Monrol's share capital was owned by our Company whereby 22% thereof was owned by Bozlu Group.

In the material event disclosures dated 03.11.2022, it was also stated that before the third phase of 03.11.2022, the ""commitment"" specified in the Amendment Protocol, upon the request of Bozlu Group, a new amendment protocol to the "Partnership Agreement has been executed on 03 November 2022 "Amendment Protocol 2022". As per the "Amendment Protocol 2022" and being conditional upon that Bozlu Group would paid all capital increase undertaking in case of any capital increase will occur in Eczacıbaşı-Monrol, our Company undertook to sell Eczacıbaşı-Monrol's shares corresponding to 28% of the capital of Eczacıbaşı-Monrol to Bozlu Group (which will increase the partnership rate at Eczacıbaşı-Monrol to 50%) until 03 May 2024; Bozlu Group, on the other hand, undertook to purchase the shares corresponding to 28% of Eczacıbaşı-Monrol's capital from Eczacıbaşı Group until 03 May 2024.  Such "commitment" will be completed in 3 phases and accordingly, Bozlu Group "committed" to purchase (i) the shares corresponding to 13% of Eczacıbaşı-Monrol's capital from Eczacıbaşı Group until 03 November 2022 in the first phase, (ii) the shares corresponding to 7.5% of Eczacıbaşı-Monrol's capital from Eczacıbaşı Group until 03 November 2023 in the second phase and (iii) the shares corresponding to 7.5% of Eczacıbaşı-Monrol's capital from Eczacıbaşı Group until 03 May 2024 in the last phase.   For the purposes of the completion of the first phase within the scope of the "commitment", the shares corresponding to 13% of the share capital of Eczacıbaşı-Monrol were transferred by our Company to Bozlu Group in return for the purchase price calculation as per the Amendment Protocol 2022, a share transfer agreement has been executed  by and between our Company and Bozlu Group for the transfer shares in the amount of 8,775,000 corresponding to 13% of the share capital of Eczacıbaşı-Monrol on 3 November 2022 and after the sale, 65% of Eczacıbaşı-Monrol's capital belonged to the Company and 35% to the Bozlu Group.

For the purposes of the completion of the second phase within the scope of the "commitment" in the Amendment Protocol 2022, a share transfer agreement has been executed  by and between our Company and Bozlu Group for the transfer shares in the amount of 5,062,500 corresponding to 7.5% of the share capital of Eczacıbaşı-Monrol on 27 October 2023.

In this respect,  our Company sold and transferred its shares in the amount of 5,062,500 corresponding to 7.5% of the share capital of Eczacıbaşı-Monrol to Bozlu Group on 27 October 2023  in consideration of a purchase price of  TL 72,520,561.08 equivalent to  EUR 2,445,726.54, in total, calculated in accordance with the provisions of Amendment Protocol 2022.     

After the sale, 57.5% of Eczacıbaşı-Monrol's capital belonged to the Company and 42.5% to the Bozlu Group (25.26% to Şükrü Bozluolçay, 10.24% to Uğur Bozluolçay and 7% to Bozlu Holding).

After the share transfer, there has been no change in the current board member structure of Eczacıbaşı-Monrol.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.