Merger statement from Ülker Bisküvi

An application was made to the Capital Markets Board (SPK) regarding the merger of Ülker Bisküvi Sanayi AŞ with Ülker Çikolata ve Biskot Bisküvi through takeover. Ülker Bisküvi Sanayi AŞ announced on the Public Disclosure Platform (KAP) that it has applied to the CMB regarding the merger with Ülker Çikolata ve Biskot Bisküvi. The following information was provided in the statement sent to the Public Disclosure Platform regarding the merger transactions: "Biskot Bisküvi Gıda Sanayi ve Ticaret AŞ (73.92 percent of which belongs to our company) and Ülker Çikolata Sanayi AŞ (91.67 percent of which belongs to our company), which are our domestic subsidiaries operating in the same sector (manufacturing) as our company, will be taken over as a whole together with all their assets and liabilities, and in order to continue our activities within a more focused structure within our publicly held company, and to increase corporate governance, efficiency and effectiveness, and to reduce costs, in accordance with the Capital Markets Law No. 6362, the Merger and Division Communiqué No. II-23.2 of the Capital Markets Board and other relevant regulations, the Turkish Commercial Code No. 6102 and the Corporate Tax Law No. 5520 and other relevant legislation provisions, and the merger transaction will be carried out within the body of our company Ülker Bisküvi Sanayi AŞ, and the transaction will be carried out in accordance with the relevant regulations of the CMB of the companies that are parties to the transaction and subject to independent audit." "It has been decided that the merger will be carried out based on the financial statements dated 31/12/2022, that the merger ratio, the conversion ratio and the amount of capital increase to be made in our company Ülker Bisküvi due to the merger in accordance with these and that the number of shares to be allocated to the shareholders of Biskot Bisküvi Gıda Sanayi ve Ticaret AŞ and Ülker Çikolata Sanayi AŞ to be transferred to our company from the Ülker Bisküvi shares to be issued as a result of the said capital increase, will be based on the Expert Institution Report prepared in accordance with the provisions of Article 7 titled 'Expert Institution Opinion' of the Merger and Division Communiqué numbered II-23.2 of the CMB, that the merger agreement and merger report will be prepared in accordance with the provisions of the relevant legislation and that an application will be made to the CMB for the approval of the announcement text after all other necessary transactions regarding the merger through takeover are completed. There will be no outflow of any resources (cash etc.) from Ülker Bisküvi company within the scope of this merger."