[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
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English
oda_NoncurrentAssetSaleAbstract|
Non-Current Asset Sale
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
-
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Evet (Yes)
oda_AnnouncementContentSection|
Announcement Content
oda_NatureOfNonCurrentAssetSold|
Nature of Non Current Asset Sold
The properties classified under Non-Operating Real Estates in the Company's financial statements are located in İstanbul Pendik, İstanbul Kağıthane, Kocaeli Gebze Çiftlik and Aydın Karacasu.
oda_LocationAndAreaOfNoncurrentAssetSold|
Location and Area of Non-current Asset Sold
İstanbul Pendik: (Properties located in Şeyhli Neighborhood, Pendik district, İstanbul, comprising parcels no. 2 of block 10722, parcels no. 3 and 4 of block 10723, and parcel no. 2 of block 10724 in Yayalar Neighborhood; total land area: 118,317.99 m²) İstanbul Kağıthane: (21 commercial units classified as Shops and 24 independent sections classified as Offices located within the Z Office project, built on parcel no. 12715 in Merkez Neighborhood, Kağıthane district, İstanbul; the project is situated on a land area of 9,772.90 m² and comprises a total net enclosed area of 1,762.57 m²) Kocaeli Gebze Çiftlik:(54 parcels located in Tavşanlı Neighborhood, Gebze district, Kocaeli; total land area: 223,820.46 m²) Aydın Karacasu: (Properties are located in Bingecik Neighborhood, Dede Yeri locality (blocks 102/6; 133/4-5; 134/2-3; 135/8-10-11-12), Kızılburun locality (blocks 130/7-8-9-10-14-53-55-56-57-59; 131/3-4; 132/14; 133/2; 152/1), and Höyük locality (block 137/1) in Karacasu district, Aydın; total land area: 1.152.089,79 m²)
oda_BoardDecisionDateForSale|
Board Decision Date for Sale
10/04/2026
oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForSale|
Were Majority of Independent Board Members' Approved the Board Decision for Sale?
Yes
oda_TotalSalesValue|http://www.xbrl.org/2003/role/verboseLabel
Total Sales Value
Total: 6,002,293,062 (excluding VAT)
oda_RatioOfTransactionAmountToValueOfCompanyBasedOnTheMathematicalWeightedAverageOnADailyBasisSixMonthsPriorToDateOfBoardDecision|
Ratio of Transaction Amount to Value of Company Based on the Mathematical Weighted Average on a Daily Basis, Six Months Prior to Date of Board Decision (%)
44%
oda_RatioOfSalesPriceToPaidInCapitalOfCompany|
Ratio of Sales Price to Paid-in Capital of Company (%)
791%
oda_RatioOfSalesValueToTotalAssetsInLatestDisclosedFinancialStatementsOfCompany|
Ratio of Sales Value to Total Assets in Latest Disclosed Financial Statements of Company (%)
33%
oda_RatioOfSalesValueToTotalNetNoncurrentAssetsInLatestDisclosedFinancialStatementsOfCompany|
Ratio of Sales Value to Total Net Non-current Assets in Latest Disclosed Financial Statements of Company (%)
64%
oda_RatioOfValueOfNoncurrentAssetToTotalAssetsInLatestDisclosedFinancialStatementsOfCompany|
Ratio of Value of Non-current Asset to Total Assets in Latest Disclosed Financial Statements of Company (%)
35%
oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%)
94%
oda_SalesConditions|
Sales Conditions
Vadeli (Timed)
oda_DateOnWhichRheTransactionWasWillBeCompleted|
Date on which the Transaction was/will be Completed
17/04/2026
oda_AimOfSaleAndEffectsOnCompanyOperations|
Aim of Sale and Effects on Company Operations
As a result of the sale of non-operational real estate, the Company's operations will be focused on port operations, chemicals, and construction chemicals.
oda_ProfitLossArisedAfterSaleOfNoncurrentAsset|
Profit / Loss Arised After Sale of Non-Current Asset
It will be reported in the financial statements dated June 30, 2026.
oda_HowWillSalesProfitBeUsedIfExists|
How will Sales Profit be Used if Exists?
-
oda_BoardDecisionDateForUseOfSalesProfitIfExists|
Board Decision Date for Use of Sales Profit if Exists
-
oda_CounterParty|
Counter Party
Bitlis Family members
oda_IsCounterPartyARelatedPartyAccordingToCMBRegulations|
Is Counter Party a Related Party According to CMB Regulations?
Evet (Yes)
oda_NatureofRelationWithCounterParty|
Nature of Relation with Counter Party
Ultimate beneficial owners holding shares representing 77.7268% of the Company's share capital.
oda_AgreementSigningDateIfExists|
Agreement Signing Date if Exists
10/04/2026
oda_ExercisePriceOfRetirementRightRelatingToSignificantTransaction|
Exercise Price of Retirement Right Relating to Significant Transaction
The transaction does not qualify as a material transaction.
oda_ValueDeterminationMethodOfNoncurrentAsset|
Value Determination Method of Non-Current Asset
The Market Approach has been used for İstanbul Pendik, İstanbul Kağıthane and Aydın Karacasu, while the Cost Approach has been used for Kocaeli Gebze Çiftlik.
oda_DidValuationReportBePrepared|
Did Valuation Report be Prepared?
Düzenlendi (Prepared)
oda_ReasonForNotPreparingValuationReportIfItWasNotPrepared|
Reason for not Preparing Valuation Report if it was not Prepared
-
oda_DateAndNumberOfValuationReport|
Date and Number of Valuation Report
İstanbul Pendik (31.12.2025 / 2025A829); İstanbul Kağıthane (03.03.2026 / 2025A831); Kocaeli Gebze Çiftlik (24.03.2026 / 2025A830); Aydın Karacasu (18.03.2026 / 2025C354)
oda_TitleOfValuationCompanyPreparedReport|
Title of Valuation Company Prepared Report
TSKB Gayrimenkul Değerleme A.Ş.
oda_ValueDeterminedInValuationReportIfExists|
Value Determined in Valuation Report if Exists
Amounts excluding VAT: İstanbul Pendik (TRY 4,909,880,000); İstanbul Kağıthane (TRY 288,687,990); Kocaeli Gebze Çiftlik (TRY 625,605,072); Aydın Karacasu (TRY 178,130,000)
oda_ReasonsIfTransactionWasntWillNotBePerformedInAccordanceWithValuationReport|
Reasons if Transaction wasn't/will not be performed in Accordance with Valuation Report
-
oda_ExplanationSection|
Explanations
oda_ExplanationTextBlock|
It has been publicly disclosed that, as one of the conditions precedent under the Share Transfer Agreement executed between the members of the Bitlis Family, who are the controlling shareholders of our Company (the aforementioned family members will be referred to as the "Bitlis Family"), and Corex Ports and Terminals Dilovası Liman İşletmeleri A.Ş. ("Corex"), a subsidiary of Corex Holding B.V., regarding the transfer of shares representing 77.7268% of the Company's share capital, an agreement was reached for the transfer of the real properties located in İstanbul Pendik, İstanbul Kağıthane, Kocaeli–Gebze Çiftlik and Aydın–Karacasu—classified under "Non-operational Real Estates" in our Company's year-end activity reports—to the Bitlis Family at values not lower than those to be determined by a valuation to be conducted by an SPK-licensed appraisal firm.

At the meeting of our Board of Directors dated April 10, 2026, with the affirmative votes of all independent members; the fair values of the real estate assets located in İstanbul Pendik and İstanbul Kağıthane, held in the assets of our subsidiary Poliport Kimya San. ve Tic. A.Ş. ("Poliport"), and the real estate assets located in Kocaeli–Gebze Çiftlik and Aydın–Karacasu, held in the assets of our subsidiary Polisan Kimya San. A.Ş. ("Polisan Kimya"), have been determined as a total of TRY 6,002,303,062.00 (excluding VAT), in accordance with the valuation reports prepared by TSKB Gayrimenkul Değerleme ve Danışmanlık A.Ş., a CMB-licensed valuation company, dated respectively December 31, 2025 and numbered 2025A829; March 3, 2026 and numbered 2025A831; March 24, 2026 and numbered 2025A830; and March 18, 2026 and numbered 2025C354. It has been resolved to sell and transfer the aforementioned real estate assets to the members of the Bitlis Family, in return for the endorsement and delivery by the Bitlis Family members to our seller subsidiaries of two-year maturity promissory notes, issued by Corex in favor of the Bitlis Family, amounting in total to USD 136,325,644.00 (including VAT).

As a result of the evaluation carried out within the framework of Article 4/c and Article 6 of the Capital Markets Board's Communiqué (II-23.3) on Significant Transactions and the Right of Exit, with respect to the aforementioned sale and transfer transaction;

(i) the ratio of the book value of the asset subject to the transaction to total assets, based on the latest publicly disclosed financial statements of our Company, is 35%,
(ii) the ratio of the transaction amount to the Company value calculated based on the arithmetic average of the daily adjusted weighted average stock prices formed within the last six months is 44%,
(iii) the ratio of the revenue generated from the asset subject to the significant transaction to the total of all revenue items affecting the net profit/loss from continuing operations, based on the latest publicly disclosed annual financial statements of our Company, is 0.1%,

and therefore, it has been unanimously resolved that the thresholds stipulated in the Communiqué have not been exceeded, that the transaction does not qualify as a significant transaction, and that no exit right arises for shareholders.

Within this framework, the sale and transfer transactions of the aforementioned real estate assets have been completed as of April 17, 2026 (today).

In order to ensure that investors are duly informed, the disclosure of information regarding the sale of the real estate assets was postponed, by taking the necessary confidentiality measures, pursuant to Article 6 of the Capital Markets Board's Communiqué (II-15.1) on Material Events, by virtue of the Board of Directors' resolution dated April 10, 2026 and numbered 2026/15, until the completion of all sale and transfer transactions of the said real estate assets.

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.