Hepsiburada signs contribution agreement with TurkCommerce

D-MARKET Electronic Services & Trading d/b/a “Hepsiburada” has signed a contribution agreement with TurkCommerce B.V. pursuant to which the Company has agreed to purchase 4,615,384 Class B ordinary shares of the Company from TurkCommerce against payment of $5,732,306.93, corresponding to a purchase price per share of $1.242. The price per share represents a discount of 10% over the official closing price on Nasdaq of one Hepsiburada American Depositary Share on September 27, 2023. The Share Purchase Price will be paid by way of a combination of off-setting the $3,975,000 settlement contribution amount owed by TurkCommerce to Hepsiburada under the term sheet entered into between the parties in December 2022 pursuant to which TurkCommerce agreed to contribute the Contribution Amount towards the settlement of the two class action lawsuits filed before the Supreme Court of the State of New York, County of New York and the United States District Court, Southern District of New York, respectively, and a $1,757,306.93 cash payment on the date of closing of the Transaction. The closing of the Transaction is expected to occur on or around October 12, 2023. The Company is expected to use the Class B ordinary shares purchased in this Transaction for the purpose of delivering Class B ordinary shares under the Company’s Revised Incentive Plan adopted by the Board of Directors on April 24, 2023.