[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
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oda_MaterialEventDisclosureGeneralAbstract|
Material Event Disclosure General
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Hayır (No)
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Date Of The Previous Notification About The Same Subject
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Explanations
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Formerly, we had been notified by TBQ that an intra-group restructuring between TBQ Foods GmbH ( " TBQ " ), which owns 91.71% of the shares representing our issued share capital and BRF GmbH ( " BRF " ) and Qatar Holding LLC ( " QH " ), which owned shares representing 60% and 40% of the share capital of TBQ, respectively, was planned to be carried out in order to simplify our shareholding structure, which would not result in any change in the management control of the Company.

Although we had been notified of the restructuring, our board of directors had resolved to postpone the public disclosure of the transaction for the following reasons: (i) at the time of the notification, the transaction was still at the negotiation stage and subject to legal, financial, technical, and other reviews, and it remained uncertain whether it would ultimately proceed; (ii) the transaction could be subject to approvals or permissions from authorities in various foreign jurisdictions, including Austria; (iii) the final terms of the transaction had not yet been determined and binding agreements had not yet been executed. Therefore, public disclosure of the transaction prior to its finalization could be misleading for our investors.

For these reasons, and in order to protect our legitimate interests, our board of directors resolved, by its resolution dated 7 August 2025 and numbered 2025/11, to postpone the public disclosure of the transaction.

The information provided by our shareholders within the scope of the intra-group restructuring process is enclosed hereto for the attention of our investors.

36,690,804 shares with a total nominal value of TRY 36,690,804 owned by TBQ, representing 36.68% of our issued share capital, were transferred to QH on 30 December 2025 under a share purchase agreement entered into between TBQ as the seller and QH as the buyer for a purchase price of EUR 3.19 per share, amounting to EUR 116,970,286 in total. On the same date, shares owned by QH, representing 40% of TBQ's share capital, were transferred to BRF under a share purchase agreement entered into between QH as the seller and BRF as the purchaser.

As a result of these share transfers, direct shareholding of our Company has changed as set forth in the tables attached hereto. However, no change has occurred in the indirect shareholding of our Company and in its management control structure.

Direct Shareholding Structure of our Company Before the Transactions (Shareholder / Number of Shares / %)

TBQ Foods GmbH / 91,727,011.82 / 91.71%

Other / 8,296,567.18 / 8.29%

TOTAL/100,023,579 / 100%

Direct Shareholding Structure of our Company After the Transactions (Shareholder / Number of Shares / %)

TBQ Foods GmbH / 55,036,207.82 / 55.03%

Qatar Holding LLC / 36,690,804 / 36.68%

Other / 8,296,567.18 / 8.29%

TOTAL /100,023,579 / 100%

As a result of these transactions, the ultimate shareholding ratios of BRF and QH in our share capital remain the same, and accordingly, no change has occurred in the management control of us.

Following the share transfers, a merger is planned to be carried out between TBQ as the dissolving entity and BRF, which owns shares representing entire share capital of TBQ, as the surviving entity in accordance with Austrian law.