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YÜNSA YÜNLÜ SANAYİ VE TİCARET A.Ş.

AGM Information May 7, 2025

9073_rns_2025-05-07_dea8ec63-c274-4081-9dc2-79e530f79da1.pdf

AGM Information

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YÜNSA YÜNLÜ SANAYİ VE TİCARET ANONİM ŞİRKETİ ON APRIL 18, 2025 AT 15:00 MINUTES OF 2024 ORDINARY GENERAL ASSEMBLY MEETING

The Ordinary General Assembly Meeting of Yünsa Yünlü Sanayi ve Ticaret Anonim Şirketi for the year 2024 will be held on April 18, 2025 at 15:00 on Friday, April 18, 2025, at 15:00 in accordance with Article 6 of the Internal Directive on the Working Principles and Procedures of the General Assembly of our Company and Article 18 of the Articles of Association of our Company.The Ordinary General Assembly Meeting for the year 2024 was held on Friday, April 18, 2025 at 15:00 at the address of our industrial facility, Tekirdağ, Çerkezköy, Çerkezköy Organized Industrial Zone, Gazi Osman Paşa M. 2nd Cadde No 9, PK. 59500, under the supervision of Ministry Representatives Esra ÇAĞLAR and Eda KORKMAZ, who were appointed by the Tekirdağ Governorship Provincial Directorate of Trade with the letters dated April 15, 2025 and numbered E-20625598-431.

The call for the meeting was made in due time as stipulated in the law and the articles of association, including the agenda, by being published in the Turkish Trade Registry Gazette dated March 26, 2025 and numbered 11300, on the Company's website http://www.yunsa.com, on the Public Disclosure Platform of Merkezi Kayıt Kuruluşu A.Ş. and on the Electronic General Assembly System (EGKS) three weeks prior to the date of the general assembly meeting.

Upon examination of the list of attendees, out of 48,000,000,000 shares with a nominal value of 1 Kurus each corresponding to the Company's total capital of TL 480,000,000,000; 542.876,172.8 shares corresponding to a capital of TL 5,428,761.728 in person, 27,785,742,493.6 shares corresponding to a capital of TL 277,857,424.936 in proxy, and 28,328,618,618.666.4 shares corresponding to a capital of TL 283,286,186.664 in total. 666.4 shares were represented at the meeting and thus the minimum meeting quorum stipulated in both the law and the articles of association was present, that the Chairman of the Board of Directors of the Company Mustafa SÜRMEGÖZ, Board Member Taha Adnan SÜRMEGÖZ, Board Member Tamer SAKA, Board Member Cem Nuri TEZEL, Independent Board Member Ahmet Cevat ACAR and Independent Board Member Ahmet YARIZ and the Company's 01.01.2024-31.12.2024, and Beyzanur TURAKAN representing PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi, which performed the independent external audit of the Company's financial statements for the 01.01.2024-31.12.2024 accounting period, were present at the meeting, and upon the determination and statement of the Ministry Representative, the meeting was opened simultaneously physically and electronically by Board Member Tamer SAKA.

    1. Pursuant to the motion made pursuant to Article 19 of the Articles of Association, Board Member Tamer SAKA was proposed as the Chairman of the Meeting. As a result of the voting, the election of Tamer SAKA as the Chairman of the Meeting was approved by a majority of votes with a positive vote of TL 283,218,764.664 against a negative vote of TL 67,422. The Chairman appointed Murat DOĞAN as the Minutes Clerk and Miray HERGÜL as the Vote Collector and the Meeting Chairmanship was formed.
    1. Since the Annual Report of the Board of Directors for the year 2024 was published on the Company's website, Electronic General Assembly System and Public Disclosure Platform and was also shown via multivision, the written motion given to the Meeting Chairmanship not to read it again was accepted as read as a result of the acceptance of the participants with a majority of votes with a positive vote of TL 283,277,086.664 against a negative vote of TL 9,100. The Board of Directors' Annual Report was discussed and no one took the floor.
    1. Since the Independent Auditor's Report for the year 2024 was made available to the shareholders on the Company's website, the Electronic General Assembly System and the Public Disclosure Platform, only the "Opinion" section was read, and the written motion submitted to the Meeting Chairmanship was approved by a majority of votes with a positive

vote of TL 283,282,236.664 against the negative vote of TL 3,950. The "Opinion" section was read and submitted for the information of the shareholders.

    1. Since the financial statements for the year 2024 were published on the Company's website, the Electronic General Assembly System and the Public Disclosure Platform, and were also included in the Annual Report distributed at the General Assembly, the written motion to not read these statements again was accepted as read with a majority vote of TL 283,277,086.664 in favor, against a negative vote of TL 9,100. The consolidated financial statements for the year 2024 were accepted and approved by a majority of votes with a positive vote of TL 283,277,086.664 against a negative vote of TL 9,100.
    1. As a result of the voting conducted by the Chairman of the Meeting on this item of the agenda, it was decided to release the members of the Board of Directors for the activities of the year 2024 with a majority of votes with a positive vote of TL 283,213,614.664 against a negative vote of TL 72,572.
    1. According to the consolidated financial statements of our Company prepared in accordance with the Capital Markets Board's Communiqué No. II-14.1 "Communiqué on Principles Regarding Financial Reporting in Capital Markets" and independently audited by PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., it has been determined that a "Net Profit for the Period" of TL 156,962,334 was generated for the accounting period of 01.01.2024 – 31.12.2024, and according to the records kept in accordance with the Tax Procedure Law (VUK), a "Net Profit for the Period" of TL 211,202,919 was recorded.

i. In accordance with Article 519 of the Turkish Commercial Code, the 5% general legal reserve required to be set aside will not be allocated for the year 2024, since the general legal reserve currently available in the VUK records as of 31.12.2024 has exceeded the 20% limit of the share capital.

ii. Although the net distributable profit according to VUK records is TL 178,413,524, the net distributable profit calculated based on the financial statements prepared in accordance with TFRS is TL 36,647,022. When the donations made throughout the year, recalculated as TL 32,800 based on the purchasing power as of December 31, 2024, are added to this amount, a first dividend base of TL 36,679,822 is formed. Accordingly;

iii. In line with the Capital Markets Legislation, the provisions of the Articles of Association, and the Dividend Distribution Policy, it has been resolved to distribute the Net Distributable Profit for the Period as follows;

First Dividend : TL 18.339.911,00
Second Dividend : - TL
Total Gross Dividend : TL 18.339.911,00
Extraordinary Reserve : TL 18.307.111,00

As a result of the dividend distribution according to the above principles,

  • TL 160,073,613 of the Net Distributable Profit for the Period amounting to TL 178,413,524 in our legal records prepared in accordance with the provisions of TPL be set aside as Extraordinary Reserves,

Thus, the distribution of a total of TL 18,339,911.00 dividend in cash from the profit of 2024 to the shareholders representing a capital of TL 480,000,000.00 at the rate of 3.8208% (Gross) and 3.2477% (Net) depending on their legal status, as of April 28, 2025, was approved by a majority of votes with TL 283,218,764.664 positive votes against TL 67,422 negative votes.

  1. In line with the proposal submitted to the Meeting Chairmanship, the following persons were proposed to serve for a term of 3 years for the Board Memberships whose terms of office have expired, and who accepted to be elected as board members with their duty acceptance declaration dated April 18, 2025: T.C. National (T.C. ID No: XXXXXXXXXXXXX) Mustafa SÜRMEGÖZ, T.C. National (T.C. ID No: XXXXXXXXXXX) Tamer SAKA, T.C. National (T.C. ID No: XXXXXXXXXXX) Taha Adnan SÜRMEGÖZ, T.C. National (T.C. Identity No: XXXXXXXXXXXXX) Cem Nuri TEZEL; Independent Board Members proposed to serve for a term of 3 (three) years and accepting to be elected as independent and board member with the

duty acceptance declaration dated April 18, 2025. Turkish Citizen (T.C. ID No: XXXXXXXXXXXXX) Güngör KAYMAK and Turkish Citizen (T.C. ID No: XXXXXXXXXXXXX ) Başar AY, who were proposed to be Independent Members of the Board of Directors for a term of 3 (three) years, with a declaration of acceptance of duty dated April 18, 2025, and who accepted to be elected as independent and board members, with a positive vote of TL 283,191,685.664 against a negative vote of TL 94,501. Özge BAYKARA, who participated in the meeting electronically, stated "In accordance with the CMB's Corporate Governance Principles, it is recommended that there should be at least 25 percent female members in the Board of Directors. Have you set a target and compliance policy to comply with this principle. In accordance with CMB reporting rules, you are required to explain the reasons for not appointing a female Board member, could you please explain your reason for not appointing a female Board member. Sincerely." he concluded his remarks. Mustafa Sürmegöz, Chairman of the Board of Directors, took the floor and said, "35% of our employees are women. Again, 35% of our management staff are female managers. The election of a female board member among the members of the Board of Directors is on our agenda. We will evaluate the issue in the near future." Özge BAYKARA, who attended the meeting electronically, declared that she had a dissenting opinion on the agenda item. Her dissenting opinion is as follows: "Since the CMB Corporate Governance Principles were not complied with and a sufficient number of female board members were not appointed, we voted RED." It is as follows.

    1. As a result of the voting made in accordance with the proposal given to the Meeting Chairmanship, it was resolved by a majority of votes with a positive vote of TL 283,191,686.664 against a negative vote of TL 94,500 to pay a monthly net attendance fee of TL 73,000 (seventy- three thousand Turkish Liras) for each of the members of the Board of Directors for the calendar year 2025.
    1. In accordance with the recommendation of the Audit Committee and the proposal of the Board of Directors dated March 24, 2025 and numbered 1289; with the written proposal given, in accordance with the principles determined pursuant to the Turkish Commercial Code No. 6102 and Capital Markets Law No. 6362, to audit the financial reports of the Company for the fiscal year 2025 and to carry out other activities within the scope of the relevant regulations in these laws, for a period of 1 year, registered with the Istanbul Trade Registry Office under Trade Registry No. 479920-0 (Mersis No: 0435030326000017, Istanbul - Boğaziçi Corporate Tax Office Directorate Tax No: 4350303260) Maslak Mahallesi Eski Büyükdere Caddesi Orjin Maslak İş Merkezi Sit. No: 27/57 Sarıyer/ İstanbul, was elected as the Auditor by a majority of votes with a positive vote of TL 283,218,764.664 against a negative vote of TL 67,422.

No. 660 on the organization and duties of the Public Oversight Accounting and Auditing Standards Authority and the Turkish Commercial Code No. 6102 and the Law No. 660 on the organization and duties of the Public Oversight Accounting and Auditing Standards Authority, to carry out the assurance audit of the sustainability reports for the years 2024 and 2025 regarding the sustainability audit to be carried out within the framework of the law, and to carry out other activities within the scope of the relevant regulations, registered in the Istanbul Trade Registry Office with the Trade Registry number 658491-0 for 1 year (Mersis No: 0353059030100010, Istanbul - Şişli Tax Office Directorate Tax No: Reşitpaşa Mahallesi Eski Büyükdere Cad. Park Plaza Apt. No: 14/24 Sarıyer/ İstanbul, was elected as the Sustainability Independent Auditor by a majority of votes with a positive vote of 283,218,764.664 against a negative vote of TL 67,422.

    1. Pursuant to Article 6 of the Capital Markets Board's "Dividend Communiqué" numbered II-19.1, donations made during the year must be submitted for the information of the General Assembly. Shareholders were informed that a donation of TL 28,835 (Inflation-Indexed Amount Equivalent: TL 32,800) was made to TEMA Foundation in 2024.
    1. In line with the proposal submitted to the Meeting Chairmanship, it was decided to set the upper limit of the donations to be made by the Company in 2025 as 1% of the previous year's corporate earnings, with a positive vote of TL 283,191,686.664 against a negative vote of TL 94,500
    1. Since the "Human Resources Key Management Succession Policyand the "Remuneration Policy for the Members of the Board of Directors, Senior Executives and White Collar Employees" were published on the Company's website and the Electronic General Assembly System, and were also included in the Annual Report distributed at the General Assembly, the written motion to not re-read the "Compensation Policy for Employees" and the "Board of Directors Diversity Policy" was accepted as read with a majority of votes with a positive vote of TL 283,191,686.664 against a negative vote of TL 94,500. Brief information was given about the policies.
    1. In 2024, it was informed that the Chairman and Members of the Board of Directors did not perform the transactions written in Articles 395 and 396 of the Turkish Commercial Code. It was unanimously decided to grant permission to the Chairman and Members of the Board of Directors to carry out the transactions written in Articles 395 and 396 of the Turkish Commercial Code with a majority of votes with a positive vote of TL 283,213,614.664 against a negative vote of TL 72,572.
    1. The wishes and wishes section was opened for discussion. Murat KESKİNKILIÇ, who participated in the electronic environment, asked a question in the form of "Hello, as yunsa, is there a squeeze in the market, what are your plans and programs, can yunsa replace china in the sale of fabric in the USA, is there an initiative?". Mustafa SÜRMEGÖZ, Chairman of the Board of Directors, took the floor and said "We follow the developments closely. I evaluate that there will be positive reflections." he concluded his words. Cengiz ERDOĞAN, who also participated electronically, asked "1. How do you foresee how Trump tariffs will affect our company's business? 2. Can you share your expectations as management for 2025? 3. Do you consider share buybacks during periods when investor perception deteriorates and the company is overpriced? Thank you for your successful management, good work." He posed a question in the form of a question. Mustafa SÜRMEGÖZ, Chairman of the Board of Directors, who was present at the meeting, took the floor and said, "We did not consider a buyback. We did not discuss the issue in the Board of Directors. If it happens, we will inform our investors. We will announce the first quarter expectations of 2025 soon. We expect that our business will improve further from the second quarter." he concluded his words. Partners expressed their good wishes.

As there were no more items to be discussed, the Meeting Chairman declared that the meeting quorum was maintained throughout the meeting and closed the meeting.

These minutes, consisting of 4 pages, were issued in 5 copies at the meeting place following the meeting, read and signed.

Cerkezkoy, Tekirdag, 18.04.2025 at 16:27

Ministry Representative Ministry Representative Meeting Chairperson ESRA CAGLAR EDA KORKMAZ TAMER SAKA Minutes Clerk Vote Collection Officer MURAT DOĞAN MIRAY HERGÜL

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