[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
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oda_MaterialEventDisclosureGeneralAbstract|
Material Event Disclosure General
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Update Notification Flag
Evet (Yes)
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Hayır (No)
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Date Of The Previous Notification About The Same Subject
05.03.2025
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Hayır (No)
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Announcement Content
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Explanations
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Our company, Kontrolmatik Teknoloji Enerji ve Mühendislik A.Ş. (" Kontrolmatik "), has received the following statement from one of its shareholders, KMT Teknolojik ve Finansal Yatırımlar A.Ş. (" KMT Yatırım "):

On March 5, 2025, it was disclosed to the public that a financing agreement was concluded between KMT Yatırım and an international financial institution (" Financial Institution ") as part of the efforts of KMT Yatırım to provide financing opportunities for Kontrolmatik under favorable conditions. Within the framework of the first leg of the financing agreement transactions, 19,500,000 non-tradable Kontrolmatik shares (" Collateral Shares ") owned by KMT Yatırım were transferred to the Financial Institution as collateral and the first leg of the financing agreement was completed. The Financial Institution has applied for conversion of the Collateral Shares into tradable form in preparation for the second leg of the transaction.

This time, within the scope of the second leg of the financing agreement, KMT Yatırım entered into a derivative arrangement (" Transaction" ) relating to the Kontrolmatik shares with the Financial Institution. This is intended to refinance the first leg of the financing agreement transactions, as well as to manage the continued long position of KMT Yatırım to Kontrolmatik. To hedge the derivative arrangement, the Financial Institution buys 30,875,000 shares in Kontrolmatik directly from KMT Yatırım at the closing price of today's session 34.80 TRY. Accordingly, the Financial Institution acquires the Collateral Shares and 11,375,000 additional non-tradable Kontrolmatik shares (" Additional Shares ") corresponding to 1.75% of the issued capital of Kontrolmatik, owned by KMT Yatırım will be transferred to the Financial Institution. Consequently, the percentage of Kontrolmatik shares transferred under the financing agreement will reach 4.75% in total. The transfer of the Additional Shares will be executed outside of the Borsa Istanbul.

Under the second leg of the financing agreement, the Financial Institution will apply to convert the Additional Shares into tradable form. With the structured derivative transaction, KMT Yatırım will continue to maintain a long position in Kontrolmatik shares throughout the financing agreement. The terms of the derivative arrangement are based on the Financial Institution's initial hedging activity.

As stated previously, KMT Yatırım remains fully committed to Kontrolmatik, and it commits to transfer the entirety of the net proceeds of the Transaction down into Kontrolmatik; initially through a shareholder loan.

This agreement aims to increase the financial capacity and strengthen the financial flexibility of KMT Yatırım and Kontrolmatik while enabling effective and efficient utilization of international financing resources. In addition, it is aimed to create a solid financial structure for current and future investments by supporting the group's sustainable growth strategy.

KMT Yatırım, Sami Aslanhan and Ömer Ünsalan remain committed to the future success of Kontrolmatik.

This Material Event Disclosure has been prepared in Turkish and English, and in case of any conflict between the two statements, the Turkish version shall prevail.

This announcement is presented for the information of the public and our investors.