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 • January 26th, 2018 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places • New York
DEPOSIT AGREEMENT dated as of [·], 2018 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.
Ladies and Gentlemen: Re: Shareholders’ Agreement relating to TFI TAB Gıda Yatırımları A.Ş. (the “Company”)Shareholders’ Agreement • January 26th, 2018 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places
We refer to that certain Shareholders’ Agreement, dated July 29, 2016 (the “Shareholders’ Agreement”), that certain letter of Undertaking dated December 8, 2016 and that certain Letter Agreement, dated November 6, 2017 (the “Side Letter”), between and among the signatories hereto, relating to the Company. Capitalized defined terms used but not defined herein have the meaning attributed to them in the Shareholders’ Agreement and the Side Letter. For the purposes of this letter agreement, the term “Ordinary Shareholders” means the following signatories hereto: Yurdanur Kurdoğlu, Erhan Kurdoğlu, Korhan Kurdoğlu, Tuna Kurdoğlu, Ata Holding A.Ş., Ömer Ali Üründül, Duran Uğur, Mehmet Mert Üründül, and Emine Aslı Üründül.
TFI TAB GIDA YATIRIMLARI A.Ş. UNDERWRITING AGREEMENTUnderwriting Agreement • January 26th, 2018 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places • New York
