[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
Related Companies
[TERA]
Related Funds
[]
English
oda_NoncurrentFinancialAssetAcquisitionAbstract|
Noncurrent Financial Asset Acquisition
oda_UpdateAnnouncementFlag|
Update Notification Flag
Evet (Yes)
oda_CorrectionAnnouncementFlag|
Correction Notification Flag
Hayır (No)
oda_DateOfThePreviousNotificationAboutTheSameSubject|
Date Of The Previous Notification About The Same Subject
29/09/2025
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_BoardDecisionDateForAcquisition|
Board Decision Date for Acquisition
29/09/2025
oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForAcquisition|
Were Majority of Independent Board Members' Approved the Board Decision for Acquisition
Yes
oda_TitleOfNoncurrentFinancialAssetAcquired|
Title of Non-current Financial Asset Acquired
Sampo-Rosenlew Oy
oda_FieldOfActivityNoncurrentFinancialAssetWhoseSharesWereAcquired|
Field of Activity of Non-current Financial Asset whose Shares were being Acquired
Harvester and Forestry Machinery production
oda_CapitalOfNoncurrentFinancialAsset|
Capital of Noncurrent Financial Asset
560,626 EURO
oda_AcquirementWay|
Acquirement Way
Satın Alma (Purchase)
oda_DateOnWhichTheTransactionWasWillBeCompleted|
Date on which the Transaction was/will be Completed
02/10/2025
oda_AcquisitionConditions|
Acquisition Conditions
Peşin (Cash)
oda_DetailedConditionsIfItIsATimedPayment|
Detailed Conditions if it is a Timed Payment
-
oda_NominalValueOfSharesAcquired|
Nominal Value of Shares Acquired
560,626
oda_PurchasePricePerShare|
Purchase Price Per Share
5.37 EURO
oda_TotalPurchasingValue|
Total Purchasing Value
5,000,000 EURO
oda_RatioOfNewSharesAcquiredToCapitalOfNoncurrentFinancialAsset|
Ratio of New Shares Acquired to Capital of Non-current Financial Asset (%)
100%
oda_TotalRatioOfSharesOwnedInCapitalOfNoncurrentFinancialAssetAfterTransaction|
Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Transaction (%)
100%
oda_TotalVotingRightRatioOwnedInNoncurrentFinancialAssetAfterTransaction|
Total Voting Right Ratio Owned in Non-current Financial Asset After Transaction (%)
100%
oda_RatioOfNoncurrentFinancialAssetAcquiredToTotalAssetsInLatestDisclosedFinancialStatementsOfCompany|
Ratio of Non-current Financial Asset Acquired to Total Assets in Latest Disclosed Financial Statements of Company (%)
4.39%
oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%)
789.78%
oda_EffectsOnCompanyOperations|
Effects on Company Operations
Positive
oda_DidTakeoverBidObligationArised|
Did Takeover Bid Obligation Arised?
Hayır (No)
oda_WillExemptionApplicationBeMadeIfTakeoverBidObligationArised|
Will Exemption Application be Made, if Takeover Bid Obligation Arised?
Hayır (No)
oda_TitleNameSurnameOfCounterParty|
Title/ Name-Surname of Counter Party
Mahindra & Mahindra Limited
oda_IsCounterPartyARelatedPartyAccordingToCMBRegulations|
Is Counter Party a Related Party According to CMB Regulations?
Hayır (No)
oda_RelationWithCounterPartyIfAny|
Relation with Counter Party if any
-
oda_AgreementSigningDateIfExists|
Agreement Signing Date if Exists
29/09/2025
oda_ValueDeterminationMethodOfNoncurrentFinancialAsset|
Value Determination Method of Non-current Financial Asset
Negotiation Method
oda_DidValuationReportBePrepared|
Did Valuation Report be Prepared?
Düzenlenmedi (Not Prepared)
oda_ReasonForNotPreparingValuationReportIfItWasNotPrepared|
Reason for not Preparing Valuation Report if it was not Prepared
The price is negotiable.
oda_DateAndNumberOfValuationReport|
Date and Number of Valuation Report
-
oda_TitleOfValuationCompanyPreparedReport|
Title of Valuation Company Prepared Report
-
oda_ValueDeterminedInValuationReportIfExists|
Value Determined in Valuation Report if Exists
-
oda_ReasonsIfTransactionWasntWillNotBePerformedInAccordanceWithValuationReport|
Reasons if Transaction wasn't/will not be performed in Accordance with Valuation Report
-
oda_ExplanationSection|
Explanations
oda_ExplanationTextBlock|

Acquisition of Sampo-Rosenlew Oy shares

In line with its innovative, professional, and strategic vision, Tera Group has previously communicated its intention to expand into technology, industrial, and energy sectors to support its growth objectives and establish a strong presence in the strategic industries of the future and that a share purchase agreement was signed on September 29, 2025, regarding the purchase of Sampo-Rosenlew Oy shares.

Pursuant to these objectives, on October 2, 2025 (today), Tera Yatırım Teknoloji Holding A.Ş. acquired all shares of Sampo Rosenlew Oy, a Finland-based combine harvester and forestry machinery manufacturer that is one of the world's seven largest combine harvester manufacturers and part of Mahindra & Mahindra Limited, one of the world's largest tractor manufacturers.

Through this acquisition, Tera Group aims to combine its technological vision with its financial expertise and extend its impact into the agricultural sector, paving the way for next-generation, robotic and/or AI-supported precision farming solutions.

With a distinguished heritage dating back to 1853, Sampo-Rosenlew Oy is recognized as one of the leading global agricultural machinery manufacturers and also holds a significant position in forestry machinery and harvesting equipment, as well as transportation vehicles.

The existing facilities in Pori, Finland, will serve as a central hub for research, development, and production activities, ensuring the continuity of the company's culture of innovation in agricultural machinery.

Tera Group intends not only to preserve Sampo-Rosenlew's engineering legacy but also to unlock new growth opportunities. Leveraging its strong financial position, the Group plans to expand Sampo's product portfolio and significantly enhance its global competitiveness through next-generation, unmanned, advanced, AI-driven solutions, aiming to become one of the world's leading players in technological agriculture.

In addition to consolidating Sampo's traditional presence in European markets, Tera Group sees substantial growth potential in Türkiye, neighbouring regions, the Turkic Republics, the Middle East, and Africa. The Group plans to replicate successful business models, such as those already implemented in Algeria, across these high-potential markets.

This acquisition represents the convergence of industrial expertise with financial and technological capabilities, aiming to create long-term value for employees, customers, and all stakeholders, while shaping the future of sustainable agricultural and forestry solutions. Furthermore, this strategic step marks a critical milestone in Tera Group's international growth journey and constitutes a key element of its vision to position Türkiye as a rising power within the global industrial ecosystem. TERA Group is proud to share this disclosure regarding a major international investment that integrates the synergies of agriculture and technology with all its stakeholders.

Any developments regarding permit/approval applications and negotiations, including those involving public institutions and organizations, will be shared with the public as necessary.

Respectfully submitted for the information of the general public and investors.


About Sampo-Rosenlew Oy

Founded in 1853, Sampo-Rosenlew Oy specializes in the production of high-quality combine harvesters and forestry machinery, employing approximately 200 professionals in Pori, Finland. In 2024, the company recorded net sales of approximately EUR 41 million. For further information, please visit: https://www.sampo-rosenlew.fi/company


In case of any discrepancy between the Turkish and the English versions of this disclosure, the Turkish version shall prevail.