AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • June 17th, 2021 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses • New York
DEPOSIT AGREEMENT dated as of __________, 2021 among D-MARKET ELEKTRONIK HIZMETLER VE TICARET ANONIM ŞIRKETI (D-MARKET Electronic Services & Trading), 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.
D-MARKET Elektronik Hizmetler ve Ticaret Anonim Şirketi [●] Class B Shares and an option to purchase up to [●] additional Class B Shares to cover over- allotments each Class B Share represented by one American Depositary Share Underwriting AgreementUnderwriting Agreement • June 17th, 2021 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses • New York
D-MARKET Elektronik Hizmetler ve Ticaret Anonim Şirketi, a Turkish corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] class B ordinary shares of the Company, with par value of TRY 0.20 per class B ordinary share (“Class B Shares”) in the form of [●] American Depositary Shares (“ADSs”), and the stockholder of the Company named in Schedule 2 hereto (the “Selling Stockholder”) propose to sell to the several Underwriters an aggregate of [●] Class B Shares in the form of ADSs (collectively, the “Underwritten Securities”). In addition, the Selling Stockholder proposes to sell, at the option of the Underwriters, up to an additional [●] Class B Shares (the “Option Securities”). The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The shares of the Company to be outstanding after gi
Shareholder's AgreementShareholder's Agreement • June 17th, 2021 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses
Hanzade Vasfiye Doğan Boyner, a Turkish citizen with the Turkish ID number 26410796678 and residing at the address of Burhaniye Mahallesi Kısıklı Caddesi No:65 Üsküdar/İstanbul-Turkey ("HVDB");
ContractD-Market Electronic Services & Trading • June 17th, 2021 • Retail-catalog & mail-order houses
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***].” SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.
