DPEU.L Regulatory News (DPEU)

Shareholder Update

DP Eurasia N.V.

(DP Eurasia or the Company, and together with its subsidiaries, the Group)

In its announcement of 8 November 2021, the independent committee of the board of the Company, comprised of Peter Williams (Chairman) and David Adams (Senior independent non-executive director), (the "Independent Committee") assured shareholders that it would seek to address greater minority shareholder protection with the wider Board. To a certain extent, some of the concerns of shareholders communicated during the recent reverse bookbuild process were addressed by the reduction in free float requirements under the Listing Rules to 10%, from 25%, in December 2021 - thereby lessening the risk of de-listing in circumstances where a controlling shareholder seeks to increase its shareholding. However, as a result of shareholder feedback during that process, it had become clear that the UK Takeover Code and the Dutch takeover rules no longer applying to the Company, as a consequence of Brexit, was a situation that should be addressed as soon as possible. The UK Takeover Code and the Dutch takeover rules ceased to apply to the Company after 31 December 2020.

The Board has today unanimously proposed additional takeover protection for minority shareholders.

As a temporary measure, the Company has entered into an amendment to the existing relationship agreement between it and its major shareholder, Fides Food Systems Coöperatief U.A. ("Fides") (an indirect subsidiary of Jubilant Foodworks Limited ("Jubilant")) (the "Relationship Agreement"). Under the Relationship Agreement, Fides or a nominee in its group must (subject to certain exceptions) launch a takeover offer for all of the issued share capital of the Company if it, its affiliates or such persons acting in concert with it, own shares resulting in their aggregate holding being 50% or more of the Company's issued share capital.

These amendments to the relationship agreement have taken effect from yesterday's date and will apply until 30 June 2022 at the latest. As at 13 February 2022, Fides and its parent owned 41.32% of the Company's issued share capital.

As a longer term measure, the Company has agreed to convene a general meeting, by no later than 30 June 2022, at which it will propose that such shareholder protection is embedded in the Articles of Association of the Company (the "Articles"). Fides has agreed that it and its related parties shall vote in favour of such a resolution. If approved at a general meeting, the requirement to launch a mandatory offer will be applicable to any investor (and not only Fides) which acquires 50% or more of the Company's issued share capital.

Pursuant to the above, minority shareholder protection measures will be provided in the relationship agreement for the interim period and in the Articles for the longer term. From today, Jubilant continues to be entitled to increase its stake to a level below 50% without triggering a requirement to make a mandatory offer. On the earlier of 30 June 2022 and the date on which the changes to the Articles are proposed to be approved, the changes to the relationship agreement will lapse. If the changes to the Articles are approved, the takeover protection will apply to all shareholders and, consequently, all shareholders will be entitled to increase their shareholding to a level below 50% without triggering a requirement to make a mandatory offer.

Peter Williams, Chairman of the Board, commented: " We are pleased to have reached agreement with Jubilant to provide satisfactory safeguards to minority investors, which combined with the changes to free float rules, reducing from 25% to 10% the amount required to be in public hands, implemented by the FCA on 2 December 2021, will provide much greater comfort and attractiveness for all investors as to the Company's long term public markets future. Furthermore, we are delighted that Jubilant is reinforcing its support for the Company and we look forward to them continuing to be a valuable and highly constructive partner as we grow the business. We thank Jubilant for its ongoing support and commitment to the Company".

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Notes to Editors

DP Eurasia N.V. is the exclusive master franchisee of the Domino's Pizza brand in Turkey, Russia, Azerbaijan and Georgia. The Company was admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange plc on 3 July 2017. The Company (together with its subsidiaries, the "Group") is the largest pizza delivery company in Turkey and the third largest in Russia. The Group offers pizza delivery and takeaway/ eat-in facilities at its 809 stores (607 in Turkey, 188 in Russia, ten in Azerbaijan and four in Georgia as at 31 December 2021), and operates through its owned corporate stores (24%) and franchised stores (76%). The Group maintains a strategic balance between corporate and franchised stores, establishing networks of corporate stores in its most densely populated areas to provide a development platform upon which to promote best practice and maximise profitability. The Group has adapted the Domino's Pizza globally proven business model to its local markets.

Forward-looking statements

This document, including information included or incorporated by reference in this document, may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies and the industry in which it operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. There are many factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in the global, political, social, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates, future business combinations or disposals, and any epidemic, pandemic or disease outbreak.

These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By their nature, these forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this document may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this document are therefore cautioned not to place undue reliance on these forward-looking statements that speak only as at the date of this document. All subsequent oral or written forward-looking statements attributable to the Company or its affiliates or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. The Company does not intend, nor undertakes any obligation, to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.