It has been decided to merge our subsidiaries Biskot Bisküvi Gıda Sanayi ve Ticaret A.Ş. (%73,92 of which owned by our Company) and Ülker Çikolata Sanayi A.Ş. (%91,67 of which owned by our Company) under our Company Ülker Bisküvi Sanayi A.Ş. ("Company"), by taking over all of their assets and liabilities collectively through subrogation in accordance with the Capital Markets Law No. 6362, the Merger and Spin-Off Communiqué No. II-23.2 issued by Capital Markets Board ("CMB") and other relevant regulations, the Turkish Commercial Code No. 6102 and the Corporate Tax Law No. 5520, and other relevant laws in order to increase corporate governance, efficiency and effectiveness and to reduce costs by continuing our activities under a more focused structure within one roof by merging (by way of acquisition) our local subsidiaries which operate in the same sector (food manufacturing) under our listed company.
It has been decided that the merger transaction will be carried out based on the financial statements dated 31/12/2022, which were prepared within the framework of CMB's relevant regulations and subjected to independent auditing.
It has been decided to use the Expert Agency's Report prepared in accordance with Article 7 (titled "Expert Agency Opinion"), of the Communiqué on Merger and Spin-off numbered II-23.2 issued by the CMB to determine the merger rate, conversion rate, capital increase amount in our Company, and the number of shares to be allocated to the shareholders of Biskot Bisküvi Gıda Sanayi ve Ticaret A.Ş. and Ülker Çikolata Sanayi A.Ş. accordingly. T
here will be no outflow of funds (cash.etc.) from Ülker Biscuit Company w
ithin the scope of this merger.
Pursuant to the provisions of the relevant legislation, it has been decided to prepare the merger agreement and the merger report, and to apply CMB for the approval of the announcement text following the execution of all other necessary procedures regarding the merger by way of acquisition. In this context, an application was made to CMB on 25 April 2023 together with the Announcement Text, Merger Agreement, Merger Report, Expert Agency Opinion, Financial Statements and Independent Audit Reports prepared within the scope of the transaction are attached hereto.