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KOÇ HOLDING A.S.

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04/25KOÇ : Entek Appendix 1 - Expert Institution Report for the Determination of the Demerger Ratio and Share Exchange Ratio
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Koç : Entek Appendix 1 - Expert Institution Report for the Determination of the Demerger Ratio and Share Exchange Ratio

04/25/2022 | 03:29pm EDT

Koç Holding A.Ş., Aygaz A.Ş., Türkiye Petrol Rafinerileri A.Ş. and Entek Elektrik Üretimi A.Ş.

Expert Institution Report for the Determination of the Demerger Ratio and Share Exchange Ratio

(Translated from the original Turkish Report)

25 April 2022

Strictly Confidential

Koç Holding A.Ş.

Aygaz A.Ş.

Türkiye Petrol Rafinerileri A.Ş.

Nakkaştepe, Azizbey Sokak

Büyükdere Caddesi

Büyükdere Caddesi

No: 1, Kuzguncuk

No: 145, Şişli

No: 101/A, Şişli

İstanbul / Türkiye

İstanbul / Türkiye

İstanbul / Türkiye

Ernst Young Kurumsal Finansman Danışmanlık A.Ş.

Orjin Maslak Plaza, Maslak Mahallesi, Eski Büyükdere Caddesi, No:27, Sarıyer İstanbul / Türkiye

www.ey.com

İnciser Olguner Arıkoç Partner

Tel:

+90 212 408 55 70

Email:inciser.olguner@tr.ey.com

Mahir Can Ereren Senior Manager

Tel:

+90 212 408 49 66

Email:mahir.ereren@tr.ey.com

Barış Sakal Senior Manager

Tel:

+90 212 408 59 69

Email:baris.sakal@tr.ey.com

Ata Yıldırım Manager

Tel: +90 212 408 58 73 Email:ata.yildirim@tr.ey.com

Expert Institution Report regarding Demerger Ratio and Share Exchange Ratio Calculation

To the attention of Koç Holding A.Ş., Aygaz A.Ş. and Türkiye Petrol Rafinerileri A.Ş Board of Directors,

25 April 2022

In accordance with our engagement letter with Koç Holding A.Ş. (''Koç Holding"), Aygaz A.Ş. ("Aygaz") and Türkiye Petrol Rafinerileri A. Ş. ("Tüpraş") (all together "Client") dated January 13, 2022, we are pleased to present the Expert Institution Report (the "Report") prepared within the framework of Communiqué on Merger and Demerger (Serial: II No: 23.2) Article 7 of the Capital Markets Board ("CMB" or "Board"), on the determination of demerger ratio and share exchange ratio related to transfer of Entek Elektrik A.Ş. ("Entek") shares, owned by Koç Holding and Aygaz (all together ''Companies to Demerge''), to Tüpraş via a demerger transaction ("Demerger"). The purpose of this Report (''Purpose'') is to determine the demerger ratio and share exchange ratios as of 31 December 2021 (''Valuation Date'') w ithin the framew ork of CMB communiqué and/or regulations to be presented to Boards of Directors of Koç Holding, Aygaz and Tüpraş regarding the transaction mentioned above. Our work is not intended to make a specific sale or purchase recommendation, but merely to provide information to assist the Board of Directors in decision making. Our w ork has been completed as of the Report date, and developments after this date have not been taken into account.

The valuation study includes the audited consolidated TFRS financial statements of the Aygaz, Tüpraş and Entek (all together ''Companies''), for the periods of 31 December 2019, 31 December 2020 and 31 December 2021, prepared in accordance w ith the CMB Financial Reporting standards, and the analysis of the business plans, financial and operational information provided by the Companies Managements. No review or audit w ork has been performed on the financial statements and the business plan of the Companies on w hich our valuation w ork has been based and it has been accepted that the financial information accurately reflect their historical and projected operating results and financial position.

This Report has been prepared at your request only for the Purpose set out in the first paragraph above and is not intended to be used for any other purpose. Ernst Young Kurumsal Finansman Dan ış manlı kA. Ş. ("EY" or ''EY Turkey'') does not accept any responsibility tow ards third parties other than the Board of Directors of Koç Holding, Aygaz and Tüpraş. The distribution of this Report is limited to the Client Managements, legal institutions and regulatory authorities (CMB, etc.) related to the merger process.

Despite this restriction, if our Report is disclosed to third person and parties or other interested parties, it should not be relied for making any decisions or investments; otherw ise, EY does not accept any responsibility tow ards any institution other than the Board of Directors of Koç Holding, Aygaz and Tüpraş. Please note that this Expert Institution Report is subject to the "Statement of General Assumptions and Limiting Conditions" presented in the Appendices of this Report.

The original version of this report is furbished in Turkish. In any case, in w hich the original and English reports contradict at any point, the original report w ill be binding.

Yours faithfully,

İnciser Olguner Arıkoç Partner

Ernst Young Kurumsal Finansman Danışmanlı k A. Ş.

Mahir Can Ereren Senior Manager

Barış Sakal Senior Manager

Table of Contents

Executive Summary

Appendix

1

2

Page 4

Page 20

Executive Summary

1 Executive Summary

Purpose and Scope of Work

Purpose and Scope of Work

Home 1 Executive Summary2 Appendix

Entek shares which are owned by Koç Holding and Aygaz, are planned to be According to CMB's No. II-23.2 ''Merger and Demerger Communiqué''; while transferred to Tüpraş in the framework of the Merger and Demerger Communiqué No. calculating demerger and share exchange ratios, at least three valuation II-23.2 of the Capital Markets Board and other relevant legislation provisions, as well methodologies should be considered regarding the qualifications of the companies.

as the provisions of articles 136 to 158 and 191 to 194 of the Turkish Commercial Code ("TCC"), and the provisions of the 19th and 20th articles of the Corporate Tax Law No. 5520, which regulate the transfer transactions of the corporations.

In this context, the methodologies employed in the valuation study were determined as (i) Income Approach - Discounted Cash Flows Method ("DCF"), (ii) Market Approach - Trading Multiples Method and (iii) Market Capitalization Approach -

In this context, Management of Koç Holding, Tüpraş and Aygaz have requested to Market Capitalization Method. We have the opinion that the described methods are conduct a valuation study to determine the share exchange ratio as an Expert adequate for calculating the demerger and exchange ratios. Detailed information on Institution within the framework of the CMB's No. II-23.2 regulations regarding the the methodologies is presented in the Selected Valuation Methods and Rationale

demerger process of Entek shares and transfer to Tüpraş.

section.

The scope of the valuation study is based on the Valuation Standards for Capital The appropriate basis of valuation taken into consideration within this study is "Fair Markets Communiqué (III-62.1), which is determined by CMB and in line with the Value". According to IVS1, "Fair Value is the estimated price for the transfer of anInternational Valuation Standards.

asset or liability between identified knowledgeable and willing parties that reflects the respective interests of those parties."

The valuation date has been determined as December 31, 2021 within the framework of Article 6 of the CMB's Merger and Demerger Communiqué No. II-23.2. The recent developments up until the date of this Report have been taken into consideration in the valuation study.

The valuation study was carried out based on the Companies' audited and consolidated TFRS financial statements for the period of December 31, 2019; December 31, 2020; and December 31, 2021; prepared in accordance with the CMB Financial Reporting Standards and provided by the Companies Managements.

Reports and related data provided by third party experts or institutions which are generally accepted in the markets are taken as input in this Report; however, no audit work has been performed on these.

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Koç Holding AS published this content on 25 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 April 2022 19:29:05 UTC.


© Publicnow 2022
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