[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
25.06.2024
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_ExplanationSection|
Explanations
oda_ExplanationTextBlock|

As announced in the Material Event Disclosures of our Company, Biotrend Çevre ve Enerji Yatırımları A.Ş. (" Biotrend " or " Company ") dated 25 June 2024, a non-binding preliminary term sheet (the " Term Sheet ") was signed on 24 June 2024 between our Company and Freepoint Eco-Systems International Ltd. (" Freepoint Eco-Systems "), a UK-based company, setting forth certain key terms on which Freepoint Eco-Systems and Company would jointly develop and manage one or more waste plastic processing projects (each, a " Project ") through the establishment of a 50/50%-owned strategic investment company. The Term Sheet also contemplated terms on which Freepoint Eco-Systems would acquire approximately 10% of our Company, subject to certain conditions.

As a result of negotiations conducted within this scope, on 12 March 2025 Biotrend and Freepoint Eco-Systems executed a Joint Venture Framework Agreement (the " Framework Agreement ") which sets out the fundamental conditions for the creation of a joint venture company (" Joint Venture Company ") to be established at the time the parties are prepared to implement a first Project. As described in the Framework Agreement, the parties will seek to develop Projects aimed to convert waste plastic into either (i) a marketable pelletized or similarly treated intermediate waste plastic feedstock suitable for further processing, or (ii) a marketable hydrocarbon using a pyrolysis process.

It is currently contemplated that, as a first Project, the Joint Venture Company may acquire and assume the development of the İzmir Aliağa Plastic Upcycling Project (" Aliağa Project "), which is currently being developed by Biotrend in Aliağa, İzmir. The engineering work for the Aliağa Project, which has secured project-based incentives totaling TRY 9.2 billion and completed land allocation, has already been finalized. As currently designed, the facility would have the capacity to process 60,000 tons of plastic waste each year (and its capacity may be upsized at additional cost). Biotrend and Freepoint Eco-Systems aim to develop Projects with an aggregate plastic waste processing capacity of 250,000 tons per year in Türkiye, the Balkans, and Central Asia.

Under the terms of the Framework Agreement, Freepoint Eco-Systems would invest up to USD$30 million in newly issued Biotrend shares, provided that (i) Freepoint Eco-Systems successfully completes further due diligence and (ii) both parties agree to invest in the Aliağa Project through the Joint Venture Company. This investment would not exceed a 10% ownership stake in Biotrend. The proceeds of this investment would then be contributed by Biotrend as capital to the Joint Venture Company for use in the construction and financing of the Aliağa Project, as well as for other projects to be developed within the scope of the joint venture.

The Framework Agreement also contains terms governing the management and governance of the Joint Venture Company and investment decision-making, capitalization, budgeting and operations. Prior to creation of the Joint Venture Company, the parties must satisfy certain conditions and enter into definitive agreements before committing to any level of investment.

Further developments related to this strategic cooperation and partnership discussions will be shared with the public.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

We hereby inform the public.