Polisan Holding sold

In a statement made by the company to the Public Disclosure Platform (KAP), it was stated: "It has been communicated to our company that an agreement has been reached regarding the transfer of shares representing 77.7268% of the capital of Polisan Holding Anonim Şirketi ("Company") by the members of the Bitlis family, who are shareholders of our Company ("Sellers"), to Corex Ports and Terminals Dilovası Liman İşletmeleri A.Ş. ("Buyer"), a subsidiary of Corex B.V. ("Transaction"), and that a "Share Transfer Agreement" was signed between the Sellers and the Buyer on 27.06.2025 for this purpose."

The following information was provided in the statement:

"Furthermore; it was conveyed in the notification made to our Company that the closing will take place upon the fulfillment of the conditions precedent contained in the said Agreement and subject to the Mandatory Tender Offer Obligation before the Buyer within the framework of the relevant legislation, and that an agreement has been reached between the Sellers and the Buyer regarding the following matters concerning the exclusion of certain assets owned by our Company from the scope of the Transaction:

“In accordance with the Board of Directors decision dated 28.03.2025, which is the subject of our Company's special case disclosure dated 29.03.2025, within the scope of the "Partial Demerger via Share Transfer to Shareholders" application made by our Company to the Capital Markets Board ("CMB"), the partial demerger will be completed upon the approval of the Announcement Text by the CMB, the submission of the Demerger Plan and Demerger Report to the approval of shareholders at the extraordinary general assembly meeting to be held, and the registration and announcement of the decision, and the shares to be issued by the New Company will be issued on behalf of our Company's shareholders,

Within the framework of our board of directors decision dated 18.06.2025, all shares of Polisan Hellas S.S.A., established in Greece, in which our Company holds 100% of the capital, will be sold to third parties,

Among the real estate assets of our Company stated under "Real Estate Not Used in Operations" in the year-end activity reports, the "Istanbul Pendik", "Istanbul Kağıthane", "Kocaeli-Gebze Çiftlik" and "Aydın Karacasu" real estate properties will be acquired by the Sellers at a price not lower than the values to be determined as a result of a valuation study to be conducted by a CMB-licensed valuation institution, and

The Transaction will be realized after the completion of the aforementioned transactions and the receipt of the necessary legal permits, including the application to be made to the Competition Board for the Buyer's permission for the Transaction, and the fulfillment of all conditions precedent; as of the transfer date, our Company's assets will consist solely of the shares of its subsidiaries Poliport Kimya San. ve Tic. A.Ş., Polisan Kimya San. A.Ş., and Polisan Yapıkim Yapı Kimyasalları San. ve Tic. A.Ş., in which it holds 100% of the capital.

Our Board of Directors took a decision on 27.06.2025 regarding the execution of the above transactions by our Company in accordance with the said agreement between the Sellers and the Buyer.

We would like to specifically state to our investors that the final sale price will be announced to the public at the closing, as the sale price may be subject to adjustment depending on the fulfillment of the conditions precedent contained in the said Share Transfer Agreement and mentioned in this disclosure, and the obligations at the closing date within the framework of adjustment criteria.

While negotiations with potential Buyers for the sale of a portion of the shares were ongoing, the disclosure of the information was postponed with the Board of Directors decision dated 18.06.2024 until a new binding decision is taken regarding potential collaborations, in order not to affect our Company's bargaining power and not to be misleading for our investors.

While the above transactions are being carried out, the necessary obligations within the framework of the CMB Corporate Governance Communiqué will be fulfilled, and developments regarding the subject will be disclosed to the public fully and in a timely manner."