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Material Event Disclosure (General)

With the aim of creating a global player in the digital world by focusing on business models based on next generation technologies at Sabancı Group, following transactions have been initiated by Dx Technology Services and Investment BV (DxBV), a company incorporated in the Netherlands of which Sabancı Holding is the sole and founding shareholder:

A share sale and purchase agreement has been signed regarding the acquisitions of 100% of the shares in SEM İnternet Reklam Hizmetleri ve Danışmanlık A.Ş., a digital marketing company operating in Turkey, and 100% of the shares in Liberdatum Internet Reklam Hizmetleri ve Danışmanlık A.Ş., which also operates in Turkey as a digital marketing company, in consideration for a total of USD 13.5 million, subject to customary adjustments as per acquisition and closing procedures.
Additionally, a share sale and purchase agreement has been signed with regard to the acquisition of 100% of the shares in Radiflow Ltd., a global cyber security company operating in the Middle East, USA, European and Asian markets. According to the agreement, 51% of the shares in Radiflow will be acquired as of the closing date in consideration for a total of USD 31.1 million, subject to customary adjustments as per acquisition and closing procedures, through purchase of shares both from the existing shareholders and capital increase to be made by Radiflow in 2022 at the initial phase. It is intended to increase total share in the company up to 100% through purchasing the remaining shares from the sellers and together with the additional capital increases amounting USD 14 million to be made by Radiflow in 2023 and 2024, depending on the fulfillment of the conditions set forth in the agreement.

The closing procedures regarding such acquisitions are contemplated to be completed by the end of the third quarter of 2022, provided that necessary permissions and approvals are obtained. Depending on the course of the investment projects envisaged by DxBV, it is aimed to increase its current share capital from USD 10 million to USD 120 million, in order to support its anticipated growth.

Further developments will be made available to public.

Material Event Disclosure (General)

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