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PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET A.Ş.

Proxy Solicitation & Information Statement Jun 4, 2025

9057_rns_2025-06-04_b624504e-8c47-4e22-99bf-c9242efe991c.pdf

Proxy Solicitation & Information Statement

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POWER OF ATTORNEY

I / we hereby appoint .............................................................. as my proxy, to represent me in accordance with my instructions stated below, to vote, to make proposals and to sign the necessary documents at the Ordinary General Assembly meeting of Penta Teknoloji Ürünleri Dağıtım Ticaret A.Ş. that will be held on 04/06/2025 at 11:00, at address Kısıklı Mah. Ferah Cad. No:1 B.Çamlıca Üsküdar-İstanbul.

The Attorney's (*):

Name Surname/ Trade Name:

TR ID Number / Tax ID Number, Trade Register and Number and MERSIS Number:

(*) Foreign attorneys should submit the equivalent information mentioned above.

Note: The power of attorney must be notarized.

The scope of representative power should be defined after choosing one of the options (a), (b) or (c) in the following sections 1 and 2.

  1. About The Agenda Items of General Assembly:

  2. a) The attorney is authorized to vote according to his/her opinion.

  3. b) The attorney is authorized to vote on proposals of the attorney partnership management.

c) The attorney is authorized to vote in accordance with the following instructions stated in the table.

Instructions:

In the event that the shareholder chooses the (c) option, the shareholder should mark "Accept" or "Reject" box and if the shareholder marks the "Reject" box, then he/she should write the dissenting opinion to be noted down in the minutes of the general assembly.

Agenda Items (*) Accept Reject Dissenting Opinion
1.
Opening and election of the Chairman of Meeting,
2.
Granting authorization to the Meeting Chairmanship
for signing the General Assembly Meeting Minutes
3.
Reading and discussion of the Board of Directors'
annual activity report for the 2024 fiscal year
4.
Reading of the summary of the independent external
audit report for the 2024 fiscal year,
5.
Reading, discussion, and approval of the consolidated
financial statements for the 2024 fiscal year
6.
Discussion and resolution on the release of the Board
of Directors from liability for their activities and
transactions during the 2024 fiscal year,
7.
Approval of the appointment of a new Board Member
assigned during the term,
8.
Determination of the remuneration, attendance fees,
bonuses, and other rights of the Board Members,
9.
Discussion and resolution on the profit distribution
proposal prepared by the Board of Directors,
10.
Discussion and resolution on the selection of the
Independent Audit Firm by the Board of Directors, in
accordance with the Turkish Commercial Code,
Capital Markets Board, and the Public Oversight,
Accounting
and
Auditing
Standards
Authority
regulations,
11. Informing shareholders about donations and grants
made in the 2024 fiscal year; discussion and resolution
of the Board of Directors' proposal to determine the
donation limit for the 01/01/2025 –
31/12/2025 fiscal
periods,
12. Informing shareholders, within the framework of
Capital Markets Board regulations, about guarantees,
pledges, and mortgages granted by the Company in
favor of third parties and the income or benefits
derived therefrom,
13. Discussion and resolution on granting permission, in
accordance with Articles 395 and 396 of the Turkish
Commercial Code, to the Board Members to conduct
business related or unrelated to the Company's scope,
on their own behalf or on behalf of others, and to
become partners in companies engaging in such
activities and to perform other related transactions
14. Closing

• No voting on the informative items.

(*) The issues included in the agenda of the General Assembly are itemized one by one. If the minority has another draft resolution, necessary arrangements should be made to enable them vote by proxy.

  1. Special instruction related to other issues that may come up during General Assembly meeting and rights of minority:

a) The attorney is authorized to vote according to his/her opinion.

b) The attorney is not authorized to vote in these matters.

c) The attorney is authorized to vote for agenda items in accordance with the following instructions:

SPECIAL INSTRUCTIONS; The special instructions, if there is any, to be given by the shareholder to the attorney are stated herein.

The shareholder specifies the shares to be represented by the attorney by choosing one of the following.

  1. I hereby confirm that the attorney represents the shares specified in detail as follows.

a) Order / Serial: *

b) Number / Group: **

c) Amount-Nominal Value:

  • ç) Share with voting power or not
  • d) Bearer-Registered *

e) Ratio of the total shares/voting rights of the shareholder:

*Such information is not required for the shares which are followed up electronically.

**For the shares which are followed up electronically, information related to the group will be

given instead of number.

  1. I hereby confirm that the attorney represents all my shares on the list, prepared by Central Securities Depository the day before the Meeting, concerning the shareholders who could attend the General Assembly Meeting.

NAME SURNAME or TITLE OF THE SHAREHOLDER (*)

TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS Number: Address:

(*) Foreign attorneys should submit the equivalent information mentioned above.

SIGNATURE

CERTIFICATE OF REPRESENTATION

PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET A.Ş. To the Chairman of the General Assembly Meeting

/ /2025

We are the shareholder of PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET A.Ş. which will have its Ordinary General Assembly held on 04/06/2025 at 11:00 at address "Kısıklı Mah. Ferah Cad. No:1 B.Çamlıca Üsküdar/İstanbul" and …………………………… (TC: ) have been authorized to represent our company, to vote, to make proposals and to sign the necessary documents, in line with the suggestions of the company management, in the Ordinary General Assembly meeting and in the second meeting to be held in case the meeting quorum is not reached.

SHAREHOLDER'S Title : Trade Register : Address :

HELD IN PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET ANONİM ŞİRKETİ

Capital Amount : Number of Shares : Number of Votes :

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