[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
Related Companies
[]
Related Funds
[]
English
oda_MaterialEventDisclosureGeneralAbstract|
Material Event Disclosure General
oda_UpdateAnnouncementFlag|
Update Notification Flag
Hayır (No)
oda_CorrectionAnnouncementFlag|
Correction Notification Flag
Hayır (No)
oda_DateOfThePreviousNotificationAboutTheSameSubject|
Date Of The Previous Notification About The Same Subject
14.09.2022, 16.11.2022, 07.12.2022, 19.12.2022, 29.03.2023 and 04.01.2024
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_ExplanationSection|
Explanations
oda_ExplanationTextBlock|

A non-binding Memorandum of Understanding ("MoU") and term sheet was signed on 12.09.2024 between Biotrend İleri Dönüşüm ve Yenilenebilir Enerji Teknolojileri Sanayi Anonim Şirketi which is the subsidiary of our Company ( "Biotrend Upcycle ), Üstay Yapı Taahhüt ve Ticaret A.Ş. ( "Üstay Yapı") and Doğ-Yap İnşaat Turizm Enerji Üretim Sanayi ve Ticaret A.Ş. ( "Doğ-Yap") regarding the Honeywell UpCycle facility which the details were previously shared with our investors on public disclosure dated 14.09.2022, 16.11.2022, 07.12.2022, 19.12.2022, 29.03.2023 and 04.01.2024.

The MoU and term sheet was signed to discuss the terms of the Engineering Procurement and Construction (" EPC ") Termsheet for the engineering works of BiotrendUp's planned upcycling plant in Turkey. The MoU and term sheet also envisages the establishment of an ordinary partnership between Üstay Yapı and Doğ-Yap for the fulfilment of the engineering works of the related project. The MoU and term sheet sets forth the principal of ordinary partnership that will be formed by Üstay Yapı and Doğ-Yap. Within this scope, the share of Üstay Yapı in this ordinary partnership will be 60%, whereas the share of Doğ-Yap will be 40%.

As a result of the evaluations conducted by our company, it was determined that the planned transactions also qualify as related party transactions and that the transaction amount for the procurement of these services might exceed the thresholds specified by the Capital Markets Board's relevant regulations. Therefore, it was decided to solicit offers from a valuation firm designated by the Board and to ensure that the prices set in the contracts to be signed are in line with market comparables, adhering to the valuation report. Accordingly, the parties are currently negotiating the EPC Termsheet to be signed in the future, and if an agreement is reached, the concrete conditions and details of the transaction will be announced to our investors with a separate material event disclosure.

The English version of this public disclosure has been attached therein. In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.