[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
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English
oda_MaterialEventDisclosureGeneralAbstract|
Material Event Disclosure General
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Update Notification Flag
Hayır (No)
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Correction Notification Flag
Hayır (No)
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Date Of The Previous Notification About The Same Subject
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Postponed Notification Flag
Evet (Yes)
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Announcement Content
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Explanations
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It has been notified to our Company that the shareholders of Polisan Holding A.Ş., members of the Bitlis Family ("Sellers"), have reached an agreement with Corex Ports and Terminals Dilovası Liman İşletmeleri A.Ş. ("Buyer"), a subsidiary of Corex Holding B.V., for the transfer ("Transaction") of shares representing 77.7268% of the Company's share capital. Accordingly, a Share Transfer Agreement was signed between the Sellers and the Buyer on June 27, 2025.

The notification also states that the closing of the Transaction is subject to the fulfillment of the conditions precedent specified in the agreement and the applicable legislation, including the Buyer's Mandatory Tender Offer Obligation. Additionally, it has been agreed between the Sellers and the Buyer that certain Company assets will be excluded from the scope of the Transaction. These include:

• In accordance with the Board of Directors' resolution dated March 28, 2025, which formed the basis of our material event disclosure dated March 29, 2025, and as part of our application to the Capital Markets Board (CMB) for a "Partial Spin-off via Share Transfer to Shareholders Model," once the Announcement Text is approved by the CMB, a general assembly will be convened to present the Spin-off Plan and the Spin-off Report for shareholders approval. Upon approval and registration, the partial spin-off will be completed, and the new shares issued by the newly established company will be distributed to our shareholders.
• Pursuant to the Board of Directors' resolution dated June 18, 2025, all shares of Polisan Hellas S.S.A., a wholly owned Greek subsidiary of our Company, will be sold to third parties.
• The real estate properties listed under "Non-Operational Properties" in our annual reports, specifically the properties in Istanbul Pendik, Istanbul Kağıthane, Kocaeli-Gebze Çiftlik, and Aydın Karacasu, will be acquired by the Sellers at values not lower than those determined by a valuation study to be conducted by a CMB-licensed valuation firm.
• The Transaction will be finalized upon the completion of the steps mentioned above, the fulfillment of all legal and regulatory requirements, including approval from the Competition Authority, and all conditions precedent. Following the share transfer, the Company's subsidiaries will consist solely of its wholly owned shares in Poliport Kimya San. ve Tic. A.Ş., Polisan Kimya San. A.Ş., and Polisan Yapıkim Yapı Kimyasalları San. ve Tic. A.Ş.

Based on the mutual agreement between the Sellers and the Buyer, our Board of Directors resolved on June 27, 2025, to execute the above-mentioned actions.

We would like to explicitly inform our investors that due to the potential for adjustments to the sale price—based on the fulfillment of the conditions precedent and the closing-date obligations as per the adjustment criteria—the final sale price will be publicly disclosed upon closing.

While negotiations with potential buyers for a portion of the shares were ongoing, the public disclosure of this information was postponed by the Board of Directors' resolution dated June 18, 2024, to avoid adversely affecting our Company's bargaining position and to prevent misleading our investors until a new binding decision regarding potential partnerships was reached.

All obligations under the CMB's Corporate Governance Communiqué will be fulfilled throughout the execution of the above-mentioned steps, and all developments will be disclosed to the public in a timely and complete manner.

Respectfully,

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.