Ülker Bisküvi Sanayi A.S. has launched an invitation to eligible holders (of the outstanding notes detailed below to tender any and all such Notes for purchase by the Offeror for cash. The Offer is made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 27 June 2024 and the related notice of guaranteed delivery. Copies of the Tender Offer Memorandum are available from the Tender and Information Agent as set out below.

Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum. The Offer will expire at 5:00 p.m. (New York City time) on 8 July 2024 (the ?Expiration Deadline?) unless extended, re-opened, withdrawn or terminated at the sole discretion of the Offeror. Description of Notes: USD 650,000,000 6.950% Notes due 2025.

Aggregate Principal Amount Outstanding: USD 650,000,000. Purchase Price: USD 1,015 in USD 1,000 in principal amount of Notes. Rationale for the Offer: The purpose of the Offer, in conjunction with the proposed issuance of New Notes, is to proactively manage the Offeror's overall debt redemptions and to extend the debt maturity profile of the Offeror.

Purchase Price and Accrued Interest Payment: Subject to the Minimum Denomination in respect of the Notes, the price payable per USD 1,000 in principal amount of the Notes accepted for purchase will be USD 1,015 (the ?Purchase Price?). In respect of any Notes accepted for purchase, the Offeror will also pay an amount equal to any accrued and unpaid interest on the relevant Notes from, and including, the interest payment date for the Notes immediately preceding the Tender Offer Settlement Date up to, but excluding, the Tender Offer Settlement Date, which is expected to be no later than 10 July 2024. Accrued Interest will cease to accrue on the Tender Offer Settlement Date, and (in the case of Notes for which the guaranteed delivery procedures are used) no additional accrued interest will be paid in respect of the period from the Tender Offer Settlement Date to the Guaranteed Delivery Settlement Date.

New Issue Condition: The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offer is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason. In addition, the Offeror announced on 27 June 2024, its intention to issue new U.S. dollar-denominated fixed rate notes, subject to market conditions (the ?New Notes?).

The purchase of any Notes by the Offeror pursuant to the Offer is subject to, without limitation, to the successful completion (in the determination of the Offeror) of the issue of the New Notes (the ?New Issue Condition?) or the waiver of such New Issue Condition at the sole discretion of the Offeror.