KOÇ HOLDİNG A.Ş. Finansal Duran Varlık Satışı 8 Ocak 2024

In the context of the sale of shares of our subsidiary Tat Gıda Sanayi A.Ş. ("Tat Gıda"), after evaluation of the binding offers received as mentioned in our disclosure dated 06.11.2023, a Share Purchase and Sale Agreement has been signed for the sale of shares corresponding to 49.04% of Tat Gıda's share capital, held by our Company, Koç Group companies including Arçelik and Aygaz, Koç Family Members and foundations associated with Koç Group, and the sale of 15 founder's redeemed share certificates to Memişoğlu Tarım Ürünleri Ticaret Limited Şirketi ("Memişoğlu").

According to the Agreement;

-       Shares held by Koç Holding with a total nominal value of TRY 59,364,947.16 corresponding to 43.65% of Tat Gıda's share capital will be sold to Memişoğlu for a total cash consideration of USD 72,023,649.13, which is to be paid on Closing Date and to be adjusted according to the level of net debt and net working capital on its audited financial statements on the Closing Date. The total sale price for 49.04% of Tat Gıda shares subject to the transaction correspond to USD 80,915,335.72 subject to the closing adjustment.

-       6 founder's redeemed share certificates of Tat Gıda will be sold to Memişoğlu for a total cash consideration of USD 1,500,000, to be paid on the Closing Date. The total sale price for all 15 founder's redeemed share certificates subject to the transaction has been agreed as USD 3,750,000.

-        Prior to the Closing, Koç Holding will purchase Ram Dış Ticaret A.Ş. shares with a total nominal value of TRY 449,999.32, corresponding to 7.5% of Ram's share capital held by Tat Gıda; and Düzey Tüketim Malları Sanayi Pazarlama ve Ticaret A.Ş. shares with a total nominal value of TRY 64,797.70, corresponding to 1.1% of Düzey's share capital held by Tat Gıda.

-       The transfers will be conditional upon certain closing conditions including obtaining approval from the Competition Authority and the finalization of the abovementioned share transfers of Tat Gıda financial assets.

-     Closing is expected to take place within 3 months from the signing date of the Share Purchase and Sale Agreement, subject to fulfillment of closing conditions. The parties have the option to extend this period for 60 days.

Also, an option agreement has been signed between our ultimate shareholder Temel Ticaret ve Yatırım A.Ş. and Memişoğlu, granting Temel Ticaret the right to sell all or some of its Tat Gıda shares corresponding to 3.26% of Tat Gıda's capital to Memişoğlu for a period of 6 months after the elapse of the 6-month period starting from Closing Date.

Material developments will be disclosed to our investors in due course. 

This statement was 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.