[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
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English
oda_NoncurrentFinancialAssetAcquisitionAbstract|
Noncurrent Financial Asset Acquisition
oda_UpdateAnnouncementFlag|
Update Notification Flag
Evet (Yes)
oda_CorrectionAnnouncementFlag|
Correction Notification Flag
Hayır (No)
oda_DateOfThePreviousNotificationAboutTheSameSubject|
Date Of The Previous Notification About The Same Subject
30.09.2025
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_BoardDecisionDateForAcquisition|
Board Decision Date for Acquisition
22/05/2025
oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForAcquisition|
Were Majority of Independent Board Members' Approved the Board Decision for Acquisition
Yes
oda_TitleOfNoncurrentFinancialAssetAcquired|
Title of Non-current Financial Asset Acquired
Samarqand Avtomobil Zavodi LLC (JV SamAuto LLC.)
oda_FieldOfActivityNoncurrentFinancialAssetWhoseSharesWereAcquired|
Field of Activity of Non-current Financial Asset whose Shares were being Acquired
Commercial vehicle manufacturing, distribution, and sales
oda_CapitalOfNoncurrentFinancialAsset|
Capital of Noncurrent Financial Asset
484,000,000,000 Uzbekistan Som
oda_AcquirementWay|
Acquirement Way
Satın Alma (Purchase)
oda_DateOnWhichTheTransactionWasWillBeCompleted|
Date on which the Transaction was/will be Completed
Expected to be closed within 2025
oda_AcquisitionConditions|
Acquisition Conditions
Peşin (Cash)
oda_DetailedConditionsIfItIsATimedPayment|
Detailed Conditions if it is a Timed Payment
-
oda_NominalValueOfSharesAcquired|
Nominal Value of Shares Acquired
363,968,000,000 Uzbekistan Som
oda_PurchasePricePerShare|
Purchase Price Per Share
$ 2.83
oda_TotalPurchasingValue|
Total Purchasing Value
$ 80,000,000
oda_RatioOfNewSharesAcquiredToCapitalOfNoncurrentFinancialAsset|
Ratio of New Shares Acquired to Capital of Non-current Financial Asset (%)
75.20%
oda_TotalRatioOfSharesOwnedInCapitalOfNoncurrentFinancialAssetAfterTransaction|
Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Transaction (%)
75.20%
oda_TotalVotingRightRatioOwnedInNoncurrentFinancialAssetAfterTransaction|
Total Voting Right Ratio Owned in Non-current Financial Asset After Transaction (%)
75.20%
oda_RatioOfNoncurrentFinancialAssetAcquiredToTotalAssetsInLatestDisclosedFinancialStatementsOfCompany|
Ratio of Non-current Financial Asset Acquired to Total Assets in Latest Disclosed Financial Statements of Company (%)
10.42%
oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%)
16.40%
oda_EffectsOnCompanyOperations|
Effects on Company Operations
Our Company is significantly advancing its expansion strategy through this acquisition. With this step, our production capacity and product diversity will increase, creating direct access to new geographic markets. In addition, we expect efficiency gains arising from integration processes supported by our strong R&D infrastructure; thus, our joint operations will be strengthened in terms of both scale and competitiveness.
oda_DidTakeoverBidObligationArised|
Did Takeover Bid Obligation Arised?
Hayır (No)
oda_WillExemptionApplicationBeMadeIfTakeoverBidObligationArised|
Will Exemption Application be Made, if Takeover Bid Obligation Arised?
Hayır (No)
oda_TitleNameSurnameOfCounterParty|
Title/ Name-Surname of Counter Party
The State Assets Management Agency of the Republic of Uzbekistan (UzSAMA)
oda_IsCounterPartyARelatedPartyAccordingToCMBRegulations|
Is Counter Party a Related Party According to CMB Regulations?
Hayır (No)
oda_RelationWithCounterPartyIfAny|
Relation with Counter Party if any
-
oda_AgreementSigningDateIfExists|
Agreement Signing Date if Exists
19/11/2025
oda_ValueDeterminationMethodOfNoncurrentFinancialAsset|
Value Determination Method of Non-current Financial Asset
Discounted Cash Flow and Peer Multiples
oda_DidValuationReportBePrepared|
Did Valuation Report be Prepared?
Düzenlendi (Prepared)
oda_ReasonForNotPreparingValuationReportIfItWasNotPrepared|
Reason for not Preparing Valuation Report if it was not Prepared
-
oda_DateAndNumberOfValuationReport|
Date and Number of Valuation Report
10.06.2025
oda_TitleOfValuationCompanyPreparedReport|
Title of Valuation Company Prepared Report
Ernst Young Kurumsal Finansman Danışmanlık A.Ş.
oda_ValueDeterminedInValuationReportIfExists|
Value Determined in Valuation Report if Exists
$ 65-85 Million
oda_ReasonsIfTransactionWasntWillNotBePerformedInAccordanceWithValuationReport|
Reasons if Transaction wasn't/will not be performed in Accordance with Valuation Report
-
oda_ExplanationSection|
Explanations
oda_ExplanationTextBlock|

In the material event disclosure made by our Company on 05.06.2024, it was announced to the public that a Memorandum of Understanding had been signed with the State Assets Management Agency of the Republic of Uzbekistan ("Agency") regarding the acquisition of the majority of the shares of the vehicle manufacturer JV SamAuto LLC ("Company"), headquartered in Tashkent, with a production facility in Samarkand, Uzbekistan.

In our announcement dated 01.11.2024, it was disclosed that the negotiations were progressing positively and that it was decided to initiate detailed financial, legal, and tax review of the Company in order to make a binding offer .

In our announcement dated 30.09.2025, it was communicated that our offer submitted to the Agency for the purchase of the shares representing up to 75.2% of the Company's share capital was accepted by the Agency.

At the current stage, on 19.11.2025, a share purchase agreement has been signed between our Company and the Agency. Accordingly,  in consideration for the acquisition of the shares representing %75.2 of the Company's share capital, Anadolu Isuzu is anticipated to pay 80 million USD base price and according to the share purchase agreement, the consideration amount shall become definite subject to adjustments to be made as per the terms of the share purchase agreement regarding the changes in net financial debt .

Completion of the share acquisition transaction is subject to fulfillment of the conditions determined under the share purchase agreement and the share acquisition transaction is expected to be completed within 2025.

Material developments regarding this process will be disclosed to the public and our investors in due course.

Yours faithfully,

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.