Common use of Exit Rights Clause in Contracts

Exit Rights. Pursuant to Article 23 of the CML and Article 9, “Exercise of Exit Rights,” of the repealed Communiqué on Common Rules for Transactions of Critical Importance and Exit Rights (II- 23.1) (which applies to this Merger pursuant to Interim Article 1 of the CMB Communiqué on Common Rules for Transactions of Critical Importance and Exit Rights (II-23.3)), shareholders will be entitled to exit rights, if they attend in person or through a proxy, to the general assembly meetings (of Şişecam, Anadolu Cam, Denizli Cam, Soda Sanayii and Trakya Cam) in which the Merger is approved, and then cast their vote as "negative" and record their dissenting opinion to the meeting minutes . As the Acquired Company 3 - Paşabahçe is not subject to the CML, Paşabahçe shareholders shall not be entitled to exit rights. Following the general assembly meeting in which the Merger is submitted to approval, shareholders who/which have cast a negative vote for the merger and have recorded their dissenting opinion to the meeting minutes will be able to request to exercise their exit right, by submitting their request through specified and disclosed procedures to the intermediary institution authorized by All Parties to manage exclusively the merger. If the exit rights are exercised upon such request, the share price to be paid to these shareholders will be the "arithmetic average of the weighted average prices" in Borsa Istanbul, within thirty days before the disclosure date of the Merger - 30 January 2020 inclusive (since the announcement was made after the closing of Borsa İstanbul session). This price calculation method is pursuant to Article 24, "Exit Rights", of the CML and Article 10, "Exercise Price for Exit Rights" of the repealed Communiqué on Common Rules for Transactions of Critical Importance and Exit Rights (II-23.1) (which applies to this Merger). Accordingly, the price for the exercise of Exit Rights shall be as follows for All Parties: Company Exit Rights Price Dividend Payment 2019 Net Exit Rights Price after Dividend Payment Türkiye Şişe ve Cam Fabrikaları Anonim Şirketi 5.268 0.142 5.126 Anadolu Cam Sanayii Anonim Şirketi 4.455 0.133 4.322 Denizli Cam Sanayii ve Ticaret Anonim Şirketi 8.852 0.000 8.852 Soda Sanayii Anonim Şirketi 6.389 0.245 6.144 Trakya Cam Sanayii Anonim Şirketi 3.474 0.104 3.370 The exercise of the exit rights shall start no later than 6 working days following the date of the general assembly in which the Merger is submitted to approval. The duration allowed for the exercise of exit rights is 15 working days. Durations related to the exercise of exit rights shall be notified to the investors by way of the agenda of the general assembly, and also will be disclosed through the Public Disclosure Platform. Additionally, the agenda of the general assembly in which the Merger will be negotiated, shall include: That the shareholders casting a negative vote shall be entitled to exit rights, the unit price the shares will be purchased by the related company if the right is exercised, and the procedure related to the exercise of exit rights. It is mandatory to exercise the exit rights through the intermediary institution. Acquiring Company Şişecam has executed an agreement with İş Yatırım Menkul Değerler A.Ş. for this purpose. Shareholders that will exercise their exit rights shall deliver their shares to the intermediary institution assigned to run the process, for their shares to be sold. The delivery and sale process shall comply with the disclosed procedure of exercising of exit rights and general provisions. The proceeds of the sale shall be paid to the shareholders exercising the exit right, on the working day following the sale at the latest. In addition to our aforementioned explanations, as explained in detail in Article 2 of this Merger Agreement, the Interim Article 1 of the Communiqué no. II-23.3 states that (i) for transactions of critical importance that were publicly disclosed before 25 February 2020, shareholders who/which are eligible for exit rights and their share amounts would be determined as of 25 February 2020, and in this determination, the matched orders would be taken into consideration, regardless of the settlement being finalized, and, (ii) transactions of critical importance that were publicly disclosed before the Communiqué no. II-3.3 entered into force would be concluded according to the provisions of the repealed Communiqué no. II-23.1 on Common Rules for Transactions of Critical Importance and Exit Rights, without prejudice to the provisions of the first paragraph. Consequently, the transactions under this merger agreement shall, as a rule, continue to be subject to the repealed Communiqué on Common Rules for Transactions of Critical Importance and Exit Rights (II-23.1). However, shareholders that are eligible for exit rights and their share amounts shall be determined as of 25 February 2020. Pursuant to Article 11(2) of the Communiqué No. II-.23.3, “The amount of shares to be subject to the exit rights is calculated by deducting from end-of-day balances, on a last-in-first-out basis, any sales made until the date of the general assembly for shares held on the date specified

Exit Rights. Pursuant to Article article 23 of the CML and Article 9CML, “Exercise of Exit Rights,” of and, the repealed Communiqué on Common Rules for Transactions of Critical Importance and Exit Rights (II- 23.1II-23.1) (which applies to this Merger pursuant to Interim Article 1 of the CMB Communiqué on Common Rules for Transactions CMB, article 9 under the heading of Critical Importance and "Exercise of Exit Rights (II-23.3))Rights", shareholders will be entitled able to benefit from exit rights, if if; they attend in person or through a proxy, to the general assembly meetings meeting (of of, Şişecam, Anadolu Cam, Denizli Cam, Soda Sanayii and Trakya Cam) in which the Merger Transaction is approved, and then cast their vote as "negative" and record their dissenting opinion to the meeting minutes minutes. As the Acquired Company 3 - Paşabahçe is not subject to the CML, therefore Paşabahçe shareholders shall not be entitled to exit rights. Following the general assembly meeting in which the Merger Transaction is submitted to approval, shareholders who/which have cast a negative vote for the merger merger, and have recorded their dissenting opinion to the meeting minutes minutes, will be able to request to exercise their exit right, by submitting delivering their request through specified and disclosed procedures to the intermediary institution which have been authorized by All Parties for exclusively managing the merger process, and by adhering to manage exclusively the mergerprocedures specified and disclosed for this matter. If the exit rights are exercised to be exercised, upon such request, the share price to that will be paid to these shareholders will be be; the "arithmetic average of the weighted average prices" in Borsa Istanbul, within for a period of thirty days before the disclosure date of 30.01.2020 (the Merger - 30 January 2020 inclusive (since Agreement 27.04.2020 date the announcement was made after Merger Transaction is first disclosed), the closing day of Borsa İstanbul session)disclosure not being considered. This price calculation method is pursuant to Article 24, article 24 of the CML under the heading of "Exit Rights", " and article 10 of the CML and Article 10, "Exercise Price for Exit Rights" of the repealed Communiqué on Common Rules for Transactions of Critical Importance and Exit Rights (II-23.1) (which applies ), under the heading of "the Exercise Price for Exit Rights". According to this Merger). Accordinglythe above, the price for the exercise of Exit Rights shall be as follows follows, for All Parties: Company Exit Rights Price Dividend Payment 2019 Net Exit Rights Price after Dividend Payment − For Türkiye Şişe ve Cam Fabrikaları Anonim Şirketi 5.268 0.142 5.126 Şirketi, TRY 5.27, − For Anadolu Cam Sanayii Anonim Şirketi 4.455 0.133 4.322 Şirketi, TRY 4.46, − For Denizli Cam Sanayii ve Ticaret Anonim Şirketi 8.852 0.000 8.852 Şirketi, TRY 8.85, − For Soda Sanayii Anonim Şirketi 6.389 0.245 6.144 Şirketi, TRY 6.39, − For Trakya Cam Sanayii Anonim Şirketi 3.474 0.104 3.370 Şirketi, TRY 3.47, The exercise of the exit rights shall start no later than in the next 6 working days at the latest following the date of the general assembly in which the Merger Transaction is submitted to approval. The duration allowed for the exercise of exit rights is 15 10 working days. Durations related to the exercise of exit rights shall be notified to the investors by way of the agenda of the general assembly, and also will be disclosed through the Public Disclosure Platform. Additionally, the agenda of the general assembly in which the Merger Transaction will be negotiated, shall include: That the shareholders casting a negative vote shall be entitled to exit rights, the unit price the shares will be purchased by the related company if the right is exercised, and the procedure related to the exercise of exit rights. It is mandatory to exercise the exit rights through the intermediary institution. Acquiring Company Şişecam has executed an agreement with İş Yatırım Menkul Değerler A.Ş. for this purpose. Shareholders that will exercise their exit rights shall deliver their shares to the intermediary institution assigned to run the process, for their shares to be sold. The delivery and sale process shall comply with the disclosed procedure of exercising of exit rights and general provisions. The proceeds of the sale shall be paid to the shareholders exercising the exit right, on the working day following the sale at the latest. Shareholders that wish to exercise their exit rights are obliged to exercise this right for all of their shares, regardless of different groups of shares. In addition to our aforementioned explanationsexplanations stated above, as explained in detail in Article article 2 of this Merger Agreement, ; in the Interim Article 1 of the Communiqué no. II-23.3 states that Draft Communiqué, it is stated that, (i) for transactions of critical importance that were publicly have been disclosed to public before 25 February 202025.02.2020, shareholders who/which are eligible for exit rights and their share amounts would be determined as of 25 February 2020, and in this determination, the matched orders would be taken into consideration, regardless of the settlement being finalized, and, (ii) transactions of critical importance that were publicly disclosed before the Communiqué no. II-3.3 entered into force would be concluded according to the provisions of the repealed Communiqué no. II-23.1 on Common Rules for Transactions of Critical Importance and Exit Rights, without prejudice to the provisions of the first paragraph. Consequently, the transactions under this merger agreement shall, as a rule, continue to be subject to the repealed Communiqué on Common Rules for Transactions of Critical Importance and Exit Rights (II-23.1). However, shareholders that are eligible for exit rights and their share amounts shall be determined as of 25 February 2020. Pursuant to Article 11(2) of the Communiqué No. II-.23.3, “The amount of shares to be subject to the exit rights is calculated by deducting from end-of-day balances, on a last-in-first-out basis, any sales made until the date of the general assembly for shares held on the date specifiedMerger Agreement 27.04.2020

Exit Rights. Pursuant to Article article 23 of the CML and Article 9CML, “Exercise of Exit Rights,” of and, the repealed Communiqué on Common Rules for Transactions of Critical Importance and Exit Rights (II- 23.1II-23.1) (which applies to this Merger pursuant to Interim Article 1 of the CMB Communiqué on Common Rules for Transactions CMB, article 9 under the heading of Critical Importance and "Exercise of Exit Rights (II-23.3))Rights", shareholders will be entitled able to benefit from exit rights, if if; they attend in person or through a proxy, to the general assembly meetings meeting (of of, Şişecam, Anadolu Cam, Denizli Cam, Soda Sanayii and Trakya CamXxxxxx Xxx) in which the Merger Transaction is approved, and then cast their vote as "negative" and record their dissenting opinion to the meeting minutes minutes. As the Acquired Company 3 - Paşabahçe is not subject to the CML, therefore Paşabahçe shareholders shall not be entitled to exit rights. Following the general assembly meeting in which the Merger Transaction is submitted to approval, shareholders who/which have cast a negative vote for the merger merger, and have recorded their dissenting opinion to the meeting minutes minutes, will be able to request to exercise their exit right, by submitting delivering their request through specified and disclosed procedures to the intermediary institution which have been authorized by All Parties for exclusively managing the merger process, and by adhering to manage exclusively the mergerprocedures specified and disclosed for this matter. If the exit rights are exercised to be exercised, upon such request, the share price to that will be paid to these shareholders will be be; the "arithmetic average of the weighted average prices" in Borsa Istanbul, within for a period of thirty days before the disclosure date of 30.01.2020 (the Merger - 30 January 2020 inclusive (since Agreement 27.04.2020 date the announcement was made after Merger Transaction is first disclosed), the closing day of Borsa İstanbul session)disclosure not being considered. This price calculation method is pursuant to Article 24, article 24 of the CML under the heading of "Exit Rights", " and article 10 of the CML and Article 10, "Exercise Price for Exit Rights" of the repealed Communiqué on Common Rules for Transactions of Critical Importance and Exit Rights (II-23.1) (which applies ), under the heading of "the Exercise Price for Exit Rights". According to this Merger). Accordinglythe above, the price for the exercise of Exit Rights shall be as follows follows, for All Parties: Company Exit Rights Price Dividend Payment 2019 Net Exit Rights Price after Dividend Payment − For Türkiye Şişe ve Cam Fabrikaları Anonim Şirketi 5.268 0.142 5.126 Şirketi, TRY 5.27, − For Anadolu Cam Sanayii Anonim Şirketi 4.455 0.133 4.322 Şirketi, TRY 4.46, − For Denizli Cam Sanayii ve Ticaret Anonim Şirketi 8.852 0.000 8.852 Şirketi, TRY 8.85, − For Soda Sanayii Anonim Şirketi 6.389 0.245 6.144 Şirketi, TRY 6.39, − For Trakya Cam Sanayii Anonim Şirketi 3.474 0.104 3.370 Şirketi, TRY 3.47, The exercise of the exit rights shall start no later than in the next 6 working days at the latest following the date of the general assembly in which the Merger Transaction is submitted to approval. The duration allowed for the exercise of exit rights is 15 10 working days. Durations related to the exercise of exit rights shall be notified to the investors by way of the agenda of the general assembly, and also will be disclosed through the Public Disclosure Platform. Additionally, the agenda of the general assembly in which the Merger Transaction will be negotiated, shall include: That the shareholders casting a negative vote shall be entitled to exit rights, the unit price the shares will be purchased by the related company if the right is exercised, and the procedure related to the exercise of exit rights. It is mandatory to exercise the exit rights through the intermediary institution. Acquiring Company Şişecam has executed an agreement with İş Yatırım Menkul Değerler A.Ş. for this purpose. Shareholders that will exercise their exit rights shall deliver their shares to the intermediary institution assigned to run the process, for their shares to be sold. The delivery and sale process shall comply with the disclosed procedure of exercising of exit rights and general provisions. The proceeds of the sale shall be paid to the shareholders exercising the exit right, on the working day following the sale at the latest. Shareholders that wish to exercise their exit rights are obliged to exercise this right for all of their shares, regardless of different groups of shares. In addition to our aforementioned explanationsexplanations stated above, as explained in detail in Article article 2 of this Merger Agreement, ; in the Interim Article 1 of the Communiqué no. II-23.3 states that Draft Communiqué, it is stated that, (i) for transactions of critical importance that were publicly have been disclosed to public before 25 February 202025.02.2020, shareholders who/which are eligible for exit rights and their share amounts would be determined as of 25 February 2020, and in this determination, the matched orders would be taken into consideration, regardless of the settlement being finalized, and, (ii) transactions of critical importance that were publicly disclosed before the Communiqué no. II-3.3 entered into force would be concluded according to the provisions of the repealed Communiqué no. II-23.1 on Common Rules for Transactions of Critical Importance and Exit Rights, without prejudice to the provisions of the first paragraph. Consequently, the transactions under this merger agreement shall, as a rule, continue to be subject to the repealed Communiqué on Common Rules for Transactions of Critical Importance and Exit Rights (II-23.1). However, shareholders that are eligible for exit rights and their share amounts shall be determined as of 25 February 2020. Pursuant to Article 11(2) of the Communiqué No. II-.23.3, “The amount of shares to be subject to the exit rights is calculated by deducting from end-of-day balances, on a last-in-first-out basis, any sales made until the date of the general assembly for shares held on the date specifiedMerger Agreement 27.04.2020