[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
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English
oda_NoncurrentFinancialAssetAcquisitionAbstract|
Noncurrent Financial Asset Acquisition
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
24.12.2025
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_BoardDecisionDateForAcquisition|
Board Decision Date for Acquisition
30/12/2025
oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForAcquisition|
Were Majority of Independent Board Members' Approved the Board Decision for Acquisition
Yes
oda_TitleOfNoncurrentFinancialAssetAcquired|
Title of Non-current Financial Asset Acquired
242 East 71st Street Ventures LLC
oda_FieldOfActivityNoncurrentFinancialAssetWhoseSharesWereAcquired|
Field of Activity of Non-current Financial Asset whose Shares were being Acquired
Real Estate Development
oda_CapitalOfNoncurrentFinancialAsset|
Capital of Noncurrent Financial Asset
42.983.047 USD
oda_AcquirementWay|
Acquirement Way
Satın Alma (Purchase)
oda_DateOnWhichTheTransactionWasWillBeCompleted|
Date on which the Transaction was/will be Completed
30.12.2025
oda_AcquisitionConditions|
Acquisition Conditions
Peşin (Cash)
oda_DetailedConditionsIfItIsATimedPayment|
Detailed Conditions if it is a Timed Payment
-
oda_NominalValueOfSharesAcquired|
Nominal Value of Shares Acquired
3.500.000
oda_PurchasePricePerShare|
Purchase Price Per Share
1 USD
oda_TotalPurchasingValue|
Total Purchasing Value
3.500.000 USD
oda_RatioOfNewSharesAcquiredToCapitalOfNoncurrentFinancialAsset|
Ratio of New Shares Acquired to Capital of Non-current Financial Asset (%)
6.250%
oda_TotalRatioOfSharesOwnedInCapitalOfNoncurrentFinancialAssetAfterTransaction|
Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Transaction (%)
6.250%
oda_TotalVotingRightRatioOwnedInNoncurrentFinancialAssetAfterTransaction|
Total Voting Right Ratio Owned in Non-current Financial Asset After Transaction (%)
6.250%
oda_RatioOfNoncurrentFinancialAssetAcquiredToTotalAssetsInLatestDisclosedFinancialStatementsOfCompany|
Ratio of Non-current Financial Asset Acquired to Total Assets in Latest Disclosed Financial Statements of Company (%)
1.04%
oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%)
-
oda_EffectsOnCompanyOperations|
Effects on Company Operations
It is expected to have a positive impact on our company's growth, geographical and portfolio diversification, and the generation of attractive foreign currency-denominated income.
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
242 East 71st Street Investor LLC
oda_IsCounterPartyARelatedPartyAccordingToCMBRegulations|
Is Counter Party a Related Party According to CMB Regulations?
Hayır (No)
oda_RelationWithCounterPartyIfAny|
Relation with Counter Party if any
No relationship exists.
oda_AgreementSigningDateIfExists|
Agreement Signing Date if Exists
30/12/2025
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
This is not a related-party transaction and there is no legal obligation.
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|
In our material event disclosure dated 24 December 2025, we had announced that, in line with our Company's objectives of growth, geographical diversification and generating attractive foreign currency–based returns, it was decided to engage in binding partnership negotiations for the purpose of investing in a high-end residential project located in Manhattan, New York, as our first overseas investment with the U.S. company developing the project.

As a result of the negotiations, it has been decided to purchase 12.50% of the shares of 242 East 71st Street Ventures LLC ("Project Company"), which will undertake the 242 East 71st Street Project located in New York/Manhattan (the "Project"), from the company developing the Project, by Turcas USA 1, LLC, the 100% subsidiary in the United States of our subsidiary Turcas International Holding A.Ş., for a consideration of USD 7 million (the "Purchase Price"). Half of the Purchase Price, i.e. USD 3.5 million, has been paid as of 30.12.2025 under the executed agreements in return for a 6.25% shareholding in the Project Company. The remaining USD 3.5 million will be paid in the first quarter of 2026, and Turcas USA 1, LLC's shareholding in the Project Company will increase to 12.50% in parallel with the completion of the payments.

The total investment cost of the Project is approximately USD 224 million, and the portion of the equity requirement of USD 56 million, other than USD 7 million to be provided by Turcas USA 1, LLC, has been funded by the developer company and other qualified investors. The construction financing, which is expected to amount to approximately USD 168 million, is planned to be secured through bank loans to be obtained in the United States in 2026. Our Company's participation in the Project is in the form of a limited partner; therefore, our risks are limited to the capital invested. Meanwhile, the investment of USD 7 million that our Company will make in the Project corresponds to 2.1% of the Equity reported in our Company's financial statements dated 30.09.2025.

The project, for which land acquisition has been completed, preliminary permits have been obtained, and basic construction activities have begun, is planned to be completed and delivered in the first quarter of 2028, providing a return on investment for its investors.

Our Company plans to create an attractive U.S. dollar–denominated return pool through this and similar limited equity investments and to enrich the investment portfolio offered to its investors alongside its domestic operations.

More detailed information regarding the transaction is provided on the table within the Material Event Disclosure.

Best regards.