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TÜRKİYE ŞİŞE VE CAM FABRİKALARI A.Ş.

Pre-Annual General Meeting Information Apr 7, 2025

5972_rns_2025-04-07_dfe55e03-466a-40f4-99ec-4558dd8b445f.pdf

Pre-Annual General Meeting Information

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Istanbul Trade Registry Directorate 21599-0 Trade Registry Number TÜRKİYE ŞİŞE VE CAM FABRİKALARI A.Ş.

The Ordinary General Assembly Meeting of Shareholders of our Company will be held on Tuesday, March 25, 2025 at 10:00 a.m. at our Company Headquarters, İçmeler Mahallesi D-100 Karayolu Cad. No:44/A 34947 Tuzla/Istanbul Türkiye.

2024 Financial Statements, Independent Audit Report, Board of Directors' Annual Report including the explanations on Compliance with Corporate Governance Principles and Sustainability Principles and the Board of Directors' dividend distribution proposal, and the Information Document including the following agenda items and the explanations required for compliance with the Capital Markets Board (CMB) regulations will be made available for the review of Dear Shareholders at the Company Headquarters, the Company's corporate website at www.sisecam.com, the Public Disclosure Platform and the Electronic General Assembly system at least three weeks before the meeting, excluding the announcement and meeting days, within the legal period.

Pursuant to Article 415, Paragraph 4 of the Turkish Commercial Code No. 6102 and Article 30, Paragraph 1 of the Capital Markets Law, the right to attend and vote at the General Assembly is not conditional upon the deposit of share certificates. In this context, if our shareholders wish to attend the General Assembly Meeting, they do not need to block their shares.

Shareholders who will vote via the Electronic General Assembly System may obtain information from the Central Registry Agency (https://egk.mkk.com.tr/egkweb/ or 444 0 655) in order to fulfill their obligations under the relevant legislation.

Shareholders who wish to attend the General Assembly in person will be able to exercise their rights regarding their shares registered in the "Shareholders List" in the Central Registry Agency (CRA) system by presenting their ID cards. Our Shareholders, who will be represented by proxy at the meeting, are required to arrange their power of attorneys in accordance with the attached sample (ANNEX-1) and submit to our Company their notarized power of attorneys or the original of their power of attorneys with notarized signature circulars attached to it within the framework of the provisions of the CMB's Communiqué on Proxy Voting and Proxy Solicitation No. II-30.1 published in the Official Gazette dated 24.12.2013 and numbered 28862. It is not necessary for the proxy appointed electronically through the Electronic General Assembly System to submit a power of attorney document. Without prejudice to the provisions regarding electronic voting at the General Assembly meeting, voting will be conducted openly and by raising hands.

Pursuant to Article 29 of the Capital Markets Law No. 6362, no registered letter will be sent to our shareholders for the invitation to the General Assembly Meeting.

It is submitted for the information of the honorable shareholders.

AGENDA

  • 1. Commencement of the Meeting and Appointment of the Chairperson
  • 2. Presentation of the Board of Directors' Annual Report and Independent Auditor's Summary for 2024
  • 3. Review, Discussion, and Approval of the 2024 Financial Statements
  • 4. Ratification of Board Member Appointments Due to Resignations
  • 5. Individual Discharge of Board Members for 2024 Activities
  • 6. Decision on the 2024 Profit Distribution Method and Date
  • 7. Authorization for the Board of Directors to Distribute Advance Dividends in 2025
  • 8. Determination of the Remuneration for Members of the Board of Directors
  • 9. Election of Board Members and Determination of Their Terms of Office
  • 10. Resolution for the Selection of an Independent Audit Firm in Compliance with the Turkish Commercial Code and Capital Markets Board Regulations
  • 11. Informing Shareholders about Donations Made During the Year and Determining the Donation Limit for 2025
  • 12. Amendment to Article 7 of the Articles of Association to Increase the Authorized Capital Ceiling and Extend the Period of Ceiling Authorization
  • 13. Presentation of Share Buy-Back Purpose, Funding Sources, and Transaction Summary to the General Assembly
  • 14. Providing Shareholders with Information on Guarantees, Pledges, and Mortgages Issued in Favor of Third Parties
  • 15. Authorizing Members of the Board of Directors in accordance with Articles 395 and 396 of the Turkish Commercial Code
  • 16. Providing Information on Matters Related to Article 1.3.6 of the CMB Corporate Governance Principles
  • 17. Wishes and Expectations

POWER OF ATTORNEY TÜRKİYE ŞİŞE VE CAM FABRİKALARI A.Ş.

At the Ordinary General Assembly Meeting of Türkiye Şişe ve Cam Fabrikaları A.Ş. to be held on Tuesday, March 25, 2025 at 10:00 a.m. at our Company Headquarters, İçmeler Mahallesi D-100 Karayolu Cad. No:44/A 34947 Tuzla/İstanbul Turkey, which is our Company Headquarters, on Tuesday, March 25, 2025 at 10:00 a.m. I hereby appoint ...................................................., who is introduced in detail below, as my proxy to be authorized to represent me, to vote, to make proposals and to sign the necessary documents in line with the views I have expressed below.

Attorney (*);

Name Surname/Title of Trade:.............................................................................................................

T.R. Identity No/Tax No, Trade Registry and Number and MERSIS number:...............................................

(*) Foreign proxies are required to submit the equivalent of the aforementioned information, if any..........................

A) Scope of the Power of Representation

The scope of representation authority should be determined by selecting one of the options (a), (b) or (c) for sections 1 and 2 below.

1.About the Matters on the Agenda of the General Assembly;

a) The proxy is authorized to vote in line with his/her own opinion.

b) The proxy is authorized to vote in line with the recommendations of the partnership management.

c) The proxy is authorized to vote in accordance with the instructions specified in the table below.

Instructions:

In the event that option (c) is selected by the shareholder, the instructions specific to the agenda item shall be given by marking one of the options (acceptance or rejection) given opposite the relevant general assembly agenda item and, if the rejection option is selected, by indicating the dissenting opinion, if any, requested to be written in the minutes of the general assembly meeting.

Agenda Items (*) Acceptance Red Dissenting
Opinion
1.
2.
3.

The items on the General Assembly agenda are listed one by one. There is no voting on information items.

2. Special instructions on other issues that may arise at the General Assembly meeting and in particular on the exercise of minority rights:

a) The proxy is authorized to vote in line with his/her own opinion.

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

c) The proxy is authorized to vote in accordance with the following special instructions.

Special Instructions; Special instructions to be given to the proxy by the shareholder, if any, are specified here.

………………………………………………………………………………………………………………………….

B) The shareholder chooses one of the following options and indicates the shares he/she wants the proxy to represent.

1. I hereby approve the representation of my shares detailed below by proxy.

a) Quantity-Nominal value:...........................................................................................................

b) Whether there are voting privileges: .................................................................................................

c) Ratio to total shares/voting rights held by the shareholder: .....................................................

2. I hereby approve the representation by proxy of all of my shares included in the list of shareholders who can attend the general assembly prepared by the CRA one day before the general assembly date. SHAREHOLDERS:

Name Surname/Title of Trade (*):.....................................................................................................

TR Identity No/Tax No, Trade Registry and Number and MERSIS number:..............................................

Address:.....................................................................................................................................

(*) For foreign shareholders, the equivalent of the aforementioned information, if any, must be submitted. Signature:

AMENDMENT OF ARTICLES OF ASSOCIATION

OLD TEXT
NEW TEXT
Türkiye Şişe ve Cam Fabrikaları A.Ş. Türkiye Şişe ve Cam Fabrikaları A.Ş.
Articles of Association Articles of Association
CAPITAL CAPITAL
Article 7- Article 7-
The Company has accepted the Registered Capital System The Company has accepted the Registered Capital System
as per the provisions of Capital Markets Law and as per the provisions of Capital Markets Law and
completed the transition to this system with the permission completed the transition to this system with the permission
of the Capital Markets Board dated 4.3.1985 numbered 93. of the Capital Markets Board dated 4.3.1985 numbered 93.
The upper limit of the registered capital of the Company is The upper limit of the registered capital of the Company is
5,000,000,000 Turkish Liras and it has been divided into 20,000,000,000 Turkish Liras and it has been divided into
500,000,000,000 shares each with a nominal value of 1 2,000,000,000,000 shares each with a nominal value of 1
(One) Kurush. (One) Kurush.
The permission given by the Capital Markets Board for the The permission given by the Capital Markets Board for the
upper limit of registered capital is valid for the years 2021- upper limit of registered capital is valid for the years 2025-
2025 2029
(5 years). Even if the permitted upper limit of (5 years). Even if the permitted upper limit of
registered capital has not been reached by the end of 2025, registered capital has not been reached by the end of 2029,
in order for the board of directors to take a resolution on the in order for the board of directors to take a resolution on the
capital increase after 2025; it is compulsory to get capital increase after 2029; it is compulsory to get
authorization from the General Assembly for a new time authorization from the General Assembly for a new time
frame not to exceed 5 years by receiving permission from frame not to exceed 5 years by receiving permission from
the Capital Markets Board for the previously permitted limit the Capital Markets Board for the previously permitted limit
or a new limit. The Company cannot increase its capital or a new limit. The Company cannot increase its capital
with a resolution of the Board of Directors if the with a resolution of the Board of Directors if the
aforementioned authorization is not obtained. aforementioned authorization is not obtained.
The issued capital of the Company is 3,063,214,056.17 The issued capital of the Company is 3,063,214,056.17
Turkish Liras and it has been divided into shares each with Turkish Liras and it has been divided into shares each with
a nominal value of 1 Kurush. 2,250,000,000 Turkish Liras a nominal value of 1 Kurush. 2,250,000,000 Turkish Liras
that constitutes the previous amount of the issued capital that constitutes the previous amount of the issued capital
has been fully paid and covered. has been fully paid and covered.
The increased amount of capital, TRY 813,214,056.17 is The increased amount of capital, TRY 813,214,056.17 is
covered by the merger of our Company with Anadolu Cam covered by the merger of our Company with Anadolu Cam
Sanayii Anonim Şirketi, Denizli Cam Sanayii ve Ticaret Sanayii Anonim Şirketi, Denizli Cam Sanayii ve Ticaret
Anonim Şirketi, Paşabahçe Cam Sanayii ve Ticaret Anonim Anonim Şirketi, Paşabahçe Cam Sanayii ve Ticaret Anonim
Şirketi, Soda Sanayii Anonim Şirketi Şirketi, Soda Sanayii Anonim Şirketi
and Trakya Cam and Trakya Cam
Sanayii Anonim Şirketi by way of acquiring all of their Sanayii Anonim Şirketi by way of acquiring all of their
assets, liabilities, rights, and obligations. The merger took assets, liabilities, rights, and obligations. The merger took
place according to article 134 and the following articles of place according to article 134 and the following articles of
the Turkish Commercial Code numbered 6102, articles 19 the Turkish Commercial Code numbered 6102, articles 19
and 20 of the Corporate Tax Code numbered 5520, articles and 20 of the Corporate Tax Code numbered 5520, articles
23, 24, and other related articles of the Capital Markets Law 23, 24, and other related articles of the Capital Markets Law
numbered 6362, the Capital Markets Board Communique numbered 6362, the Capital Markets Board Communique
on Merger and Demerger numbered II-23.2, other related on Merger and Demerger numbered II-23.2, other related
regulations, and the merger agreement dated 27.04.2020, regulations, and the merger agreement dated 27.04.2020,
which has been signed by all the companies that are parties which has been signed by all the companies that are parties
to the merger. to the merger.
All company shares are registered share certificates. The All company shares are registered share certificates. The
Company cannot issue bearer share certificates except for Company cannot issue bearer share certificates except for
those to be issued in order to be traded on the stock those to be issued in order to be traded on the stock
exchange. exchange.
The capital of the company may be increased or decreased The capital of the company may be increased or decreased
in in
accordance accordance
with with
the the
provisions provisions
of of
the the
Turkish Turkish
Commercial Commercial
Code, Code,
Capital Capital
Markets Markets
Legislation, Legislation,
and and
Electricity Market Legislation when necessary. Electricity Market Legislation when necessary.
Shares representing the capital are kept in dematerialized Shares representing the capital are kept in dematerialized
form, in line with the rules of dematerialization. form, in line with the rules of dematerialization.

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