TFI TAB GIDA YATIRIMLARI A.Ş. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places • New York
DEPOSIT AGREEMENT dated as of [·], 2017 among TFI TAB GIDA YATIRIMLARI A.Ş., a company incorporated under the laws of the Republic of Turkey (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
SHAREHOLDERS AGREEMENT among KRD Kurdoğlu Gıda Sanayi ve Ticaret A.Ş, Pangaea Two, LP, Pangaea Two Parallel, LP and Pangaea Foods, SPC for the Account of Pangaea Foods (China), SP, Dated as of June 15, 2012Shareholders Agreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places
WHEREAS, the Company was formed to become a party to that certain Joint Venture and Investment Agreement by and among the Company, Cartesian, KRD Kurdoğlu and BK Asia Pac, Pte. Ltd (“BKAP”) dated as of May 11, 2012 (as in effect from time to time, the “JVIA”) and to make an investment in a newly-formed joint venture entity called Pangaea Foods (China) Holdings, Ltd. (“BK China”) pursuant to the terms thereof;
Dated 29 JULY 2016 Share Subscription Agreement between TFI TAB Gıda Yatırımları A.Ş. as Company and The person(s) whose name(s) and address(es) is/are set out in Schedule 1 as the Subscribers andShare Subscription Agreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places • London
AMENDMENT TO THE EMPLOYEE SHARE PURCHASE RIGHTS AGREEMENTEmployee Share Purchase Rights Agreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places
This Amendment to the Employee Share Purchase Rights Agreement (the “Amendment”) has been entered into on the th of May 2016 by and between:
Dated 29 July 2016 Shareholders’ Agreement between Original Shareholders (as defined herein) ELQ Investors VIII Ltd and European Bank for Reconstruction and Development and Clouse SA as Preferred Shareholders TFI TAB Gıda Yatırımları A.Ş. as CompanyShareholders’ Agreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places • London
AGREEMENTAgreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places
Dated November 6, 2017 Letter Agreement among Original Shareholders (as defined herein) Üründül Shareholders (as defined herein) ELQ Investors VIII Ltd and European Bank for Reconstruction and Development and Clouse SA in respect to its Compartment 17...Letter Agreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places
AGREEMENTService Agreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places
This agreement has been entered into by and between TAB GIDA Sanayi ve Ticaret A.S. having offices at Emirhan Cad. Ata Kule No.109 Kat 2-3, Dikilitas, Besiktas, Istanbul (hereinafter referred to as TAB GIDA); and
EMPLOYEE SHARE PURCHASE RIGHTS AGREEMENTEmployee Share Purchase Rights Agreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places
This employee share purchase rights agreement (this “Agreement”) is made and entered into on the 1st of December, 2015 by and between:
FRAMEWORK AGREEMENT between TFI TAB GIDA YATIRIMLARI A.Ş. and EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated 29 July 2016Framework Agreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places • London
SECOND AMENDMENT TO THE EMPLOYEE SHARE PURCHASE RIGHTS AGREEMENTEmployee Share Purchase Rights Agreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places
This Second Amendment to the Employee Share Purchase Rights Agreement (the “Amendment”) has been entered into on the 5th of June 2016 by and between:
AGREEMENTAgreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places
