AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

HİTİT BİLGİSAYAR HİZMETLERİ A.Ş.

Pre-Annual General Meeting Information Apr 3, 2025

8920_rns_2025-04-03_90fd38fe-fdf3-43ad-829c-90dfcc57cfaa.pdf

Pre-Annual General Meeting Information

Open in Viewer

Opens in native device viewer

HİTİT BİLGİSAYAR HİZMETLERİ ANONİM ŞİRKETİ

INFORMATION DOCUMENT FOR THE ORDINARY GENERAL ASSEMBLY

1. ANNOUNCEMENT OF INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING FOR THE 2024 ACTIVITY YEAR Istanbul Trade Registry – Trade Registry No: 315040-0

The Ordinary General Assembly Meeting of our Company for the 2024 activity year will be held on 25.03.2025, Tuesday, at 10.00 a.m., at "Reşitpaşa Mah. Katar Cad. No: 4/1 Arı Teknokent 2 İç Kapı No:601 34469 Maslak/ Sarıyer/İSTANBUL" at the Company's head office address.

The shareholders of our Company may attend the Ordinary General Assembly Meeting physically or electronically in person or through their representatives. Attendance to the meeting electronically is possible with the secure electronic signatures of the shareholders or their representatives. For this reason, the shareholders or their representatives who will perform transactions in the electronic general assembly system (elektronik genel kurul sistemi) must have secure electronic signatures and must be registered in the "e-Investor Information Centre" of the Central Registry Agency (Merkezi Kayıt Kuruluşu).

In addition, shareholders or their representatives who wish to attend the meeting electronically are required to fulfil their obligations in accordance with the provisions of the "Regulation On General Assemblies Of Joint Stock Companies To Be Held Electronically" published in the Official Gazette dated 28 August 2012 and numbered 28395 and the "Communiqué on the Electronic General Assembly System to be applied in the General Assemblies of Joint Stock Companies" published in the Official Gazette dated 29 August 2012 and numbered 28396.

Shareholders who are unable to attend the meeting in person, physically or electronically, are required to arrange their proxies in accordance with the sample below by fulfilling the matters stipulated in the Capital Markets Board's "Communiqué on Voting by Proxy and Proxy Solicitation" numbered II-30.1, either by having their signature notarised or by attaching the signature statement issued before a notary public to the signed proxy form. The sample power of attorney form can also be obtained from the Company Head Office and the Company's website at www.hititcs.com. 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 (Merkezi Kayıt Kuruluşu) system by presenting their identity cards. Power of attorneys that are not in compliance with the power of attorney sample attached hereto and required by the Communiqué in question will not be accepted.

Our shareholders who will attend the general assembly electronically through the Electronic General Assembly System may obtain information about the procedures and principles regarding participation, appointment of representatives, making proposals, expressing opinions and voting from the website of the Central Registry Agency at https://www.mkk.com.tr.

Our Company's Consolidated Financial Statements for the year 2024, the Annual Report of the Board of Directors, the Independent Audit Report, the Dividend Distribution Proposal of the Board of Directors and the General Assembly Information Document will be made available for the review of the shareholders at the Company headquarters and on the Company's website at www.hititcs.com and on the Electronic General Assembly system of the Central Registry Agency at least three weeks before the General Assembly Meeting within the legal period.

Pursuant to the Capital Markets Law, for registered shares that are traded on the stock exchange, the Shareholders will not be notified by registered letter.

Kindly submitted for the information of the honourable shareholders.

Respectfully yours,

HİTİT BİLGİSAYAR HİZMETLERİ A.Ş. PRESIDENCY OF THE BOARD OF DIRECTORS

Resitpasa Mah. Katar Cad. No: 4/1 Ari Teknokent 2 Ic Kapi No: 601 34469 Maslak, Istanbul, Turkey t: +90 212 276 15 00

ORDINARY GENERAL ASSEMBLY MEETING AGENDA FOR 2024 ACTIVITY YEAR

  • 1. Opening and form of the Presidency,
  • 2. Reading and discussing the Annual Report of the Board of Directors for the 2024 activity year,
  • 3. Reading the Independent Audit Company Report for the 2024 activity year,
  • 4. Reading, discussing and approving the consolidated financial statements for the 2024 activity year,
  • 5. Releasing the Members of the Board of Directors for their activities and transactions for the 2024 activity year,
  • 6. Reviewing and approval of the Board of Directors' proposal for the utilization of the 2024 profit,
  • 7. Approving the legal permits for increasing the registered capital ceiling and extending the registered capital ceiling period, and the discussion and decision on the amendment of Article 6 of the Articles of Association for this purpose,
  • 8. Discussing and resolving the remuneration of the members of the Board of Directors for the 2025 activity year,
  • 9. Discussing and resolving the proposal of the Board of Directors regarding the election of an independent external auditing company for the audit of the accounts and transactions for the year 2025 in accordance with the Turkish Commercial Code and the Capital Markets Law,
  • 10. Informing the shareholders about the donations made in the 2024 activity year and discussing and deciding on the donation limit for the 01.01.2025 - 31.12.2025 activity year,
  • 11. Within the framework of the regulations of the Capital Markets Board, to inform the shareholders about the guarantees, pledges, mortgages and sureties given by the Company in favour of third parties in 2024 and the income or benefits derived therefrom,
  • 12. The closing.

2. ADDITIONAL DISCLOSURES WITHIN THE SCOPE OF CMB REGULATIONS

Among the additional disclosures required to be made pursuant to the Capital Markets Board's "Corporate Governance Communiqué" numbered II-17.1, those related to the agenda items have been made in the relevant agenda item below, and other mandatory general disclosures are presented for your information in this section:

a. Total number of shares and voting rights reflecting the shareholding structure of the company as of the date of disclosure, if there are privileged shares in the share capital, the number of shares and voting rights representing each privileged share group and the nature of the privileges.

The Company's shares were offered to the public in 2022 through shareholder sales and capital increase and are traded on Borsa Istanbul A.Ş. Star Market (Yıldız Pazar) as of 03.03.2022.

The registered capital ceiling and issued capital of the Company is TRY 300,000,000 (three hundred million Turkish Liras), which consists of 108,597,285 Group A registered shares, 108,597,285 Group B registered shares and 82,805,430 Group C registered shares with a nominal value of TRY 1.00 each.

Name/Title of Shareholder Share in Capital (TRY) Share in Capital
(%)
Voting Right
Ratio (%)
PEGASUS HAVA
TAŞIMACILIĞI A.Ş.
110,446,803.47 36.82 46.62
FATMA NUR GÖKMAN 69,581,482.44 23.19 29.37
DİLEK OVACIK 14,358,084.24 4.79 6.06
HAKAN ÜNLÜ 13,253,618.39 4.42 5.59
ÖZKAN DÜLGER 13,253,618.39 4.42 5.59
DİĞER 79,106,393.07 26.36 6.77
TOTAL 300,000,000 100 100

Total number of shares and voting rights reflecting the shareholding structure of our Company as of 03/03/2025, the date on which this Information Document was announced;

Group A and B registered shares are privileged. Group C registered shares have no privileges.

According to Article 9 of the Articles of Association titled "General Assembly", Group (A) and Group (B) shareholders have five voting rights for each share they hold, and Group (C) shareholders have one voting right for each share they hold.

Pursuant to Article 7 of the Company's Articles of Association titled "Board of Directors and Term of Service"; in the election of members to the Board of Directors consisting of 6 (six) persons, 1 (one) of the members of the Board of Directors shall be elected by the General Assembly from among the candidates nominated by the shareholders holding the majority of the Group (A) Shares, and 1 (one) of the members of the Board of Directors shall be elected from among the candidates nominated by the majority of the Group (B) shareholders.

Pursuant to Article 7 of the Articles of Association titled "Board of Directors and Term of Service", the President of the Board of Directors is a member of the Board of Directors elected by nomination of Group (A) shareholders.

According to Article 17 of the Articles of Association titled "General Manager", the General Manager is elected among the candidates nominated by the majority of Group (A) shares.

In the meeting and resolution quorum of the Board of Directors, both members of the Board of Directors elected by nomination of Group (A) and Group (B) shareholders must attend the meetings and vote in favour. Otherwise, the resolutions taken are not accepted as the Board of Directors resolutions and the results attributed to Board of Directors resolution shall never arise.

Pursuant to Article 9 titled "General Assembly" of the Company's Articles of Association, without prejudice to the provisions of Article 421/2 of the Turkish Commercial Code regulating the cases requiring the unanimous vote of the holders of the shares constituting the entire capital and Article 421/3 regulating the cases requiring the affirmative votes of the holders of the shares constituting at least 75% of the capital and the higher quorums sought in these Articles of Association, the General Assembly meeting and resolution quorum shall be provided with the participation and affirmative votes of the shareholders holding at least 70% of the total voting rights arising from the shares representing the Company's capital.

If the meeting and resolution quorums of the General Assembly are not reached in the first meeting, the same meeting and resolution quorums shall be sought for the second meeting to be held and resolutions to be adopted therein.

If these quorums are not met in the second meeting, the meeting will be deemed not to have been held and/or no decision will be taken.

b) Information on changes in the management and activities of our Company and our subsidiaries that will significantly affect the operations of the Company:

There are no changes in the management and activities of the Company and its subsidiaries that have taken place in the previous activity year or planned for the future accounting periods that will significantly affect the activities of the Company.

On the other hand, material event disclosures made by our Company within the scope of the relevant legislation can be accessed at www.hititcs.com and www.kap.org.tr.

c) Information on Shareholders' Requests Regarding Adding Items to the Agenda:

There is no written request submitted to the Investor Relations Department of our Company by the shareholders of the Company regarding adding any other item on the agenda.

ç) If the agenda of the shareholders' meeting includes dismissal, replacement or election of board members, information on the grounds for dismissal and replacement, the backgrounds of the persons whose nomination for board membership is communicated to the company, the duties they have carried out in the last ten years and the reasons for leaving their duty, the nature and materiality level of their relationship with the company and the related parties of the company, whether they have the qualifications of independence and similar issues that may affect the activities of the company in case these persons are elected as board members:

None.

d) In case there is an amendment to the articles of association on the agenda, the old and new versions of the amendments to the articles of association together with the relevant board of directors resolution.

Pursuant to Article 18 of the Capital Markets Law and the Communiqué on the Registered Capital System (II-18.1) of the Capital Markets Board, it has been resolved to extend the validity period of the Company's registered capital ceiling for a new five-year term covering the years 2025–2029 and to increase the current registered capital ceiling from TL 300,000,000 to TL 1,500,000,000.

In this context, the resolution of the Board of Directors dated February 14, 2025, and numbered 2025/01, regarding the amendment of Article 6 of the Company's Articles of Association as set forth in the attached draft, shall be submitted for the approval of our shareholders based on the Capital Markets Board's approval letter dated February 18, 2025, and numbered E-29833736-110.04.04-68005 and the permission of Ministry of Commerce dated February 28, 2025 and numbered E. 67300147-431.99.00106739829 (Annex-2).

II- EXPLANATIONS ON THE AGENDA ITEMS OF THE ORDINARY GENERAL ASSEMBLY MEETING HELD ON 25.03.2025

1. Opening and election of the Meeting Presidency;

Within the framework of the provisions of the "Turkish Commercial Code No. 6102" (TCC) and the "Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to be Present at These Meetings" ("Regulation"), the election of the Meeting Presidency to manage the General Assembly Meeting will be held within the framework of the provisions of Article 7 of the Internal Directive of the General Assembly of our Company.

2. Reading and discussing the 2024 Annual Report of the Board of Directors;

Within the framework of the Turkish Commercial Code, the Regulation and the Capital Markets Law and the relevant regulations the Annual Report of the Board of Directors for the fiscal year 2024, including the Corporate Governance Principles Compliance Report, which is available for the review of our shareholders three (3) weeks before the General Assembly meeting at our Company's headquarters, on the Company website at www.hititcs.com, on the Public Disclosure Platform and on the E-General Assembly System of the Central Registry Agency (Merkezi Kayıt Kuruluşu), will be read at the Ordinary General Assembly Meeting and submitted to the opinion of our shareholders.

3. Reading the Summary of the Independent Auditor's Report for the 2024 activity year;

Within the framework of the Turkish Commercial Code, the Regulation and the Capital Markets Law and the relevant regulations, the Summary of the Independent Audit Report for the accounting period 01.01.2024 - 31.12.2024, which is available for the review of our shareholders three (3) weeks before the General Assembly meeting at our Company's headquarters, on the Company website at www.hititcs.com, on the Public Disclosure Platform and on the E-General Assembly System of the Central Registry Agency (Merkezi Kayıt Kuruluşu), will be read at the Ordinary General Assembly Meeting and submitted to the opinion of our shareholders.

4. Reading, discussion and approval of the consolidated financial statements for the 2024 activity year;

Within the framework of the Turkish Commercial Code, the Regulation and the Capital Markets Law and the relevant regulations, the Financial Statements for the year 2024, which is available for the review of our shareholders three (3) weeks before the General Assembly meeting at our Company's headquarters, on the Company website at www.hititcs.com, on the Public Disclosure Platform and on the E-General Assembly System of the Central Registry Agency (Merkezi Kayıt Kuruluşu), will be read at the Ordinary General Assembly Meeting and submitted to the opinion of our shareholders.

5. Discussing and discharging the Board of Directors for the activities and transactions of the 2024 activity year;

In accordance with the provisions of the Turkish Commercial Code and the applicable legislation, the discharge of the members of the Board of Directors for the transactions and accounts of the 2024 activity year will be submitted to the approval of the General Assembly.

6. Discussing and resolving the proposal of the Board of Directors not to distribute profit for the year 2024;

The dividend distribution proposal of the Board of Directors regarding the profit for the year 2024 will be discussed, and the resolution of the Board of Directors dated 03.03.2025 and numbered 2025/04 will be read at the Ordinary General Assembly Meeting and submitted to the opinion and approval of the shareholders. The Board of Directors' proposal for dividend distribution for the fiscal year 2024 and the proposed Dividend Distribution Table are attached as Annex-3.

7. Approving the legal permits for increasing the registered capital ceiling and extending the registered capital ceiling period, and the discussion and decision on the amendment of Article 6 of the Articles of Association for this purpose;

In accordance with the Capital Markets Law Article 18 and the Capital Markets Board's Communiqué No. II-18.1 on the Registered Capital System, and based on the Capital Markets Board's approval dated 18.02.2025 and numbered E-29833736-110.04.04-68005, as well as permission of the Ministry of Commerce dated 28.02.2025 and numbered E. 67300147-431.99.00106739829; it has been decided to extend the registered capital ceiling period for a new 5-year term covering the years 2025-2029, and to increase the existing registered capital ceiling from 300,000,000 TL to 1,500,000,000 TL. In this context, the amendment of Article 6 of our Company's Articles of Association will be submitted for the approval of our shareholders (Annex-2).

8. Discussing and resolving the remuneration of the members of the Board of Directors for the 2025 activity year;

Within the scope of the Turkish Commercial Code, Capital Markets legislation, the Company's Articles of Association, and the Remuneration Policy, the proposal of the Board of Directors dated March 3, 2025, and numbered 2025/07, stipulating that no remuneration shall be paid to the members of the Board of Directors and that a net monthly remuneration of TL 50,400 shall be paid to each independent board member for the fiscal year covering January 1, 2025 – December 31, 2025, will be submitted for the approval of our shareholders at the General Assembly meeting (Annex-6).

9. Discussing and resolving on the proposal of the Board of Directors regarding the selection of an independent external auditing company for the audit of the accounts and transactions for the year 2025 in accordance with the Turkish Commercial Code and the Capital Markets Law;

In consideration of the evaluations made by the Audit Committee regarding the selection of the independent auditor, it has been resolved to appoint PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi as the independent audit firm for the audit of our Company's financial reports for the year 2025, in accordance with the principles set forth by the Turkish Commercial Code No. 6102 and the Capital Markets Law No. 6362, and for the execution of other activities within the scope of the relevant regulations. Additionally, PwC will conduct the mandatory sustainability assurance audit of the reports to be prepared in compliance with the Türkiye Sustainability Reporting Standards published by the Public Oversight, Accounting, and Auditing Standards Authority for the years 2024 and 2025, as well as other related activities under the applicable regulations. Based on the recommendation of the Audit Committee, the Board of Directors' resolutions dated 03.03.2025 and numbered 2025/05 and 2025/08 will be submitted for the approval of our shareholders. (Annex-4).

10. Informing the General Assembly about the donations and grants made in 2024, discussing and resolving on the proposal of the Board of Directors regarding the upper limit of donations to be made in the 01.01.2024 - 31.12.2024 activity year;

Within the scope of this article, the General Assembly will be informed about the donations made in 2024 in accordance with the regulations of the Capital Markets Board. In addition, the upper limit of donations to be made in the 01.01.2025 - 31.12.2025 activity year will be discussed and resolved (Annex-5).

11. Within the framework of the regulations of the Capital Markets Board, informing the shareholders about the guarantees, pledges, mortgages and sureties given by the Company in favour of third parties in 2024 and the income or benefits derived therefrom;

Pursuant to Article 12 of the Corporate Governance Communiqué numbered II-17.1 of the Capital Markets Board, shareholders will be informed about the guarantees, pledges, mortgages and sureties given by our Company in favour of third parties and the income or benefits derived therefrom.

12. Closing

Annexes:

  • ANNEX 1: 2024 Financial Statements, Board of Directors' Annual Report and Independent Audit Report is available from http://www.hititcs/finansal-raporlar.
  • ANNEX 2: Board of Directors Resolution Regarding the Increase of Registered Capital Ceiling and Extension of Ceiling Period, and the Attached Amendment to the Articles of Association
  • ANNEX 3: Resolution of the Board of Directors Regarding the Non-Distribution of Profit for the Year 2024 and the attached dividend distribution schedule.
  • ANNEX 4: Proposal of the Board of Directors for the selection of the Independent Audit Company for the audit of the activities and transactions for the year 2025.
  • ANNEX 5: Proposal of the Board of Directors regarding the donation limit for the 2025 activity year.
  • ANNEX 6: Proposal of the Board of Directors regarding the remuneration of the members of the Board of Directors for the 2025 activity year.
  • ANNEX 7: Power of Attorney Sample.

HİTİT BİLGİSAYAR HİZMETLERİ ANONİM ŞİRKETİ BOARD OF DIRECTORS RESOLUTION

DECISION NUMBER : 2025/01
DECISION DATE :
14.02.2025
ATTENDEES : FATMA NUR GÖKMAN
DİLEK OVACIK
MAHMUT BARBAROS KUBATOĞLU
ALİ UZUN
ALİYE SULTAN ALPTEKİN
TURGUT GÜRSOY

AGENDA : Increase of Registered Capital Ceiling and Extension of Ceiling Period

DECISION:

Pursuant to Article 18 of the Capital Markets Law and within the framework of the Communiqué on the Registered Capital System No. II-18.1 of the Capital Markets Board, it has been unanimously resolved to extend the duration of the registered capital ceiling for a new 5-year period covering 2025–2029, to increase the current registered capital ceiling from TRY 300,000,000 to TRY 1,500,000,000,

to amend Article 6 of the Company's Articles of Association as attached,

and to authorize the Management to carry out any and all transactions necessary for the implementation of this resolution

President of the Board of Directors FATMA NUR GÖKMAN

Vice President of the Board of Directors DİLEK OVACIK

Board of Directors Member MAHMUT BARBAROS KUBATOĞLU

Board of Directors Member ALİ UZUN

Independent Board of Directors Member ALİYE SULTAN ALPTEKİN

HİTİT BİLGİSAYAR HİZMETLERİ ANONİM ŞİRKETİ ARTICLES OF ASSOCIATION

NEW TEXT
CAPITAL AND TYPE OF SHARES
Article 6:
Article 6:
CAPITAL AND TYPE OF SHARES
The Company adopts the registered capital system pursuant to The Company adopts the registered capital system pursuant to
the provisions of the Capital Markets Law No. 6362, and started the provisions of the Capital Markets Law No. 6362, and started
using the registered capital system upon the Capital Markets using the registered capital system upon the Capital Markets
Board permit No. 50/1453 dated 30/09/2021. Board permit No. 50/1453 dated 30/09/2021
The Company's registered capital ceiling is in the amount of
TRY 300,000,000 (Three Hundred Million Turkish Liras) and is
divided
into
300.000.000.00
(three
hundred
million)
registered shares, each one with a nominal value of 1 (one)
Turkish Lira.
The Company's registered capital ceiling is in the amount of
TRY 1.500,000,000 (One Billion Five Hundred Million
Turkish Liras) and is divided into 1.500.000.000.00 (One
Billion Five Hundred Million) registered shares, each one
with a nominal value of 1 (one) Turkish Lira.
The registered capital ceiling permit granted by the Capital The registered capital ceiling permit granted by the Capital
Markets Board is valid for the period from 2021 to 2025 (5 Markets Board is valid for the period from 2025 to 2029 (5
years). Even if the registered capital ceiling for which the years). Even if the registered capital ceiling for which the
permit was 5 granted is not reached by the end of 2025; after permit was 5 granted is not reached by the end of 2029; after
2025, in order to be able to adopt a resolution to increase the 2029, in order to be able to adopt a resolution to increase the
capital, the Board of Directors has to receive authorization of capital, the Board of Directors has to receive authorization of
the General Assembly for a new term not exceeding 5 (five) the General Assembly for a new term not exceeding 5 (five)
years, by obtaining permission from the Capital Markets Board years, by obtaining permission from the Capital Markets Board
for the previously-permitted ceiling or a new ceiling amount. for the previously-permitted ceiling or a new ceiling amount.
Unless the said authorization is obtained, no capital increase Unless the said authorization is obtained, no capital increase
shall be made upon a resolution by the Board of Directors. shall be made upon a resolution by the Board of Directors.
The Company's issued capital is in the amount of TRY The Company's issued capital is in the amount of TRY
300,000,000.00 (Three Hundred Million Turkish Liras), and the 300,000,000.00 (Three Hundred Million Turkish Liras), and the
issued capital has been fully paid in, free of collusion. This capital issued capital has been fully paid in, free of collusion. This capital
is divided into 300,000,000.00 (Three hundred million) shares, is divided into 300,000,000.00 (Three hundred million) shares,
each of which has a nominal value of TRY 1 (One Turkish Lira). each of which has a nominal value of TRY 1 (One Turkish Lira).
Of these shares, 108,597,285 (One hundred and eight million Of these shares, 108,597,285 (One hundred and eight million
five hundred and ninety-seven thousand two hundred and five hundred and ninety-seven thousand two hundred and
eighty-five) shares comprise of Group (A) registered shares eighty-five) shares comprise of Group (A) registered shares
("Group (A) Shares") and 108,597,285 (One hundred and eight ("Group (A) Shares") and 108,597,285 (One hundred and eight
million five hundred and ninety-seven thousand two hundred million five hundred and ninety-seven thousand two hundred
and eighty-five) shares comprise of Group (B) registered shares and eighty-five) shares comprise of Group (B) registered shares
("Group (B) Shares") and 82,805,430 (Eighty two million eight ("Group (B) Shares") and 82,805,430 (Eighty two million eight
hundred and five thousand four hundred and thirty) shares hundred and five thousand four hundred and thirty) shares
comprise of Group (C) registered shares ("Group (C) Shares"), comprise of Group (C) registered shares ("Group (C) Shares"),
each one with a nominal value of TRY 1 (One Turkish Lira). each one with a nominal value of TRY 1 (One Turkish Lira).
(The Group (A) and (B) registered shares are privileged shares. (The Group (A) and (B) registered shares are privileged shares.
None of the Group (C) registered shares have a privilege. None of the Group (C) registered shares have a privilege.
In case a new privilege is prescribed, or the scope of the current In case a new privilege is prescribed, or the scope of the current
privilege is enhanced, it is mandatory to comply with the privilege is enhanced, it is mandatory to comply with the
obligations set out in the Capital Markets Law and the obligations set out in the Capital Markets Law and the
applicable regulations. applicable regulations.
Shares that represent the capital are monitored according to Shares that represent the capital are monitored according to
dematerialization principles. dematerialization principles.
The capital of the Company may be increased or decreased, if The capital of the Company may be increased or decreased, if
necessary, in accordance with the provisions of the Turkish necessary, in accordance with the provisions of the Turkish
Commercial Code and the Capital Markets Legislation. Commercial Code and the Capital Markets Legislation.
Unless otherwise is resolved, in case of a capital increase, Unless otherwise is resolved, in case of a capital increase,
Group (A) Shares shall be issued against Group (A) Shares, Group (A) Shares shall be issued against Group (A) Shares,
Group (B) Shares against Group (B) Shares and Group (C) Group (B) Shares against Group (B) Shares and Group (C)
Shares against Group (C) Shares. In case of a restriction on the Shares against Group (C) Shares. In case of a restriction on the
rights to purchase new shares, Group (C) Shares shall be rights to purchase new shares, Group (C) Shares shall be
issued. issued.
When the Board of Directors deems it necessary in line with When the Board of Directors deems it necessary in line with
the provisions of the Capital Markets Law, the Board of the provisions of the Capital Markets Law, the Board of
Directors is authorized to issue new shares and increase the Directors is authorized to issue new shares and increase the
issued capital within the registered capital ceiling, and issue issued capital within the registered capital ceiling, and issue
shares below or above the privileged or nominal value or shares below or above the privileged or nominal value or
restrict, in whole or in part, the shareholders' rights to restrict, in whole or in part, the shareholders' rights to
purchase new shares, including the privileged ones. The power purchase new shares, including the privileged ones. The power
to restrict the rights to purchase new shares shall not be to restrict the rights to purchase new shares shall not be
exercised exercised
in in
a a
way way
leading leading
to to
inequality inequality
among among
the the
shareholders. shareholders.
In case of a capital increase, the bonus shares to be issued shall In case of a capital increase, the bonus shares to be issued shall
be distributed to those shares existing on the date of increase. be distributed to those shares existing on the date of increase.

Annex-3

HİTİT BİLGİSAYAR HİZMETLERİ ANONİM ŞİRKETİ BOARD OF DIRECTORS RESOLUTION

DECISION NUMBER : 2025/04 DECISION DATE : 03.03.2025

ATTENDEES : FATMA NUR GÖKMAN DİLEK OVACIK MAHMUT BARBAROS KUBATOĞLU ALİ UZUN ALİYE SULTAN ALPTEKİN TURGUT GÜRSOY

AGENDA : Profit distribution proposal for 2024 activity year.

DECISION:

In the activity year 2024, according to the financial statements compliant with consolidated financial statements prepared as per the Capital Markets Board's Communiqué Numbered: II.14.1 "Communiqué on Principles Regarding Financial Reporting in Capital Markets", the Turkish Accounting Standards/Turkish Financial Reporting Standards ("TAS/TFRS") and the formats determined by the CMB, and the consolidated financial statements audited by DRT Bağımsız Denetim ve Serbest Muhasebecilik Mali Müşavirlik AŞ, net profit for the period is TL 276,880,664 and according to the financial statements prepared in accordance with the relevant provisions of the Turkish Commercial Code Numbered 6102 and Tax Procedure Law Numbered 213, the Company has achieved a net profit of TL 258,086,706.14 for the period after inflation adjustment.

By evaluating the conditions stipulated in our Company's Dividend Distribution Policy and considering the current economic conjuncture, the Company's long-term strategies, cash flow, financing and investment policies, and the long-term interests of our shareholders and our Company, it was unanimously decided to propose, for the purpose of strengthening the financial structure, not to distribute the distributable profit for the 2024 activity year and to transfer the remaining amount to the retained earnings account after setting aside the general legal reserves. This matter is kindly submitted to the approval of our shareholders at the Ordinary General Assembly meeting of 2024.

President of the Board of Directors Vice President of the Board of Directors
FATMA NUR GÖKMAN DİLEK OVACIK
Board of Directors Member Board of Directors Member
MAHMUT BARBAROS KUBATOĞLU ALİ UZUN

Independent Board of Directors Member ALİYE SULTAN ALPTEKİN

HİTİT BİLGİSAYAR HİZMETLERİ A.Ş . / 2024 Dividend Payment Table (TRY)
1. Paid-in/issued capital 300,000,000.00
2. Total Legal Reserves (According to Legal Records) 25,500,000
Information on privileges in dividend distribution, if any, in the Articles of Association No privileges in dividend distribution
According to CMB (TRY) According to Legal Records (TRY)
3. Current Period Profit 285,191,472.00 278,690,236.57
4. Taxes Payable (-) 8,310,808.00 20,603,530.43
5. Net Current Period Profit 276,880,664.00 258,086,706.14
6. Losses in Previous Years (-) - -
7. Primary Legal Reserve (-) 12,904,335.31 12,904,335.31
8. Net Distributable Current Period Profit 263,976,328.69 245,182,370.83
Dividend Advance Distributed (-)
Dividend Advance Less Net Distributable Current Period Profit
-
-
9. Donations Made During The Year ( + ) 805,191.00 -
10. Donation-Added Net Distributable Current Period Profit on which
First Dividend Is Calculated
264,781,519.69 245,182,370.83
11. First Dividend to Shareholders -
* Cash -
* Stock -
12. Dividend Distributed to Owners of Privileged Shares -
13. Other Dividend Distributed -
* To the employees -
*To the Members of the Board of Directors -
* To Non-Shareholders -
14. Dividend to Owners of Redeemed Shares -
15. Second Dividend to Shareholders -
16. Secondary Legal Reserves -
17. Statutory Reserves -
18. Special Reserves -
19. Extraordinary Reserves 263,976,328.69 245,182,370.83
20. Other Distributable Resources -
Share Group CASH DIVIDEND
AMOUNT (TL) - NET
STOCK DIVIDEND
AMOUNT (TL)
TOTAL DIVIDEND
AMOUNT (TL) / NET
DISTRIBUTABLE
CURRENT PERIOD
PROFIT (%)
DIVIDEND TO BE
PAID FOR SHARE
WITH PAR VALUE OF
1 TL - NET (TL)
DIVIDEND TO BE
PAID FOR SHARE
WITH PAR VALUE OF
1 TL - NET (%)
Group A
Group B
Group C
TOTAL

Annex-4

HİTİT BİLGİSAYAR HİZMETLERİ ANONİM ŞİRKETİ
BOARD OF DIRECTORS
RESOLUTION
DECISION
NUMBER
DECISION DATE
: 2025/05
: 03.03.2025
ATTENDEES : FATMA NUR GÖKMAN
DİLEK OVACIK
MAHMUT BARBAROS KUBATOĞLU
ALİ UZUN
ALİYE SULTAN ALPTEKİN
TURGUT GÜRSOY
AGENDA : Election of the independent auditor for the 2025
activity

year.

DECISION:

Considering the assessments made by the Audit Committee of our Company regarding the election of the independent auditor; it was unanimously decided to appoint PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi – registered with the Istanbul Trade Registry with the Trade Registry Number 201465-14900 and resident at Kılıçali Paşa, Galataport İstanbul, Meclis-i Mebusan Cd. No: 8, 34433 Beyoğlu/Istanbul – as our independent auditor in order to audit the financial reports for 2025 as per the principles set out in the Turkish Commercial Code Numbered 6102, Capital Markets Law Numbered 6362 and the relevant legislation and carry out other activities within the scope of the aformentioned legislation. This matter will kindly be submitted to the approval of our shareholders at the Ordinary General Assembly meeting of 2024.

BOARD OF DIRECTORS

President of the Board of Directors FATMA NUR GÖKMAN

Vice President of the Board of Directors DİLEK OVACIK

Board of Directors Member MAHMUT BARBAROS KUBATOĞLU Board of Directors Member ALİ UZUN

Independent Board of Directors Member ALİYE SULTAN ALPTEKİN

HİTİT BİLGİSAYAR HİZMETLERİ ANONİM ŞİRKETİ BOARD OF DIRECTORS RESOLUTION

DECISION
NUMBER
DECISION DATE
: 2025/08
: 03.03.2025
ATTENDEES : FATMA NUR GÖKMAN
DİLEK OVACIK
MAHMUT BARBAROS KUBATOĞLU
ALİ UZUN
ALİYE SULTAN ALPTEKİN
TURGUT GÜRSOY
AGENDA : Selection of the Sustainability Assurance Audit Firm for the
Years 2024 and 2025

DECISION:

Considering the evaluations made by the Audit Committee regarding the selection of the independent auditor, it has been resolved, with the Company's decision dated 03.03.2025 and numbered 2025/05, to appoint PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi as the independent audit firm for the audit of the Company's financial reports for the year 2025. In addition to this activity, PwC shall also be appointed to conduct the mandatory sustainability assurance audit of the reports to be prepared in compliance with the Türkiye Sustainability Reporting Standards published by the Public Oversight, Accounting, and Auditing Standards Authority for the years 2024 and 2025. This matter will be submitted for the approval of the shareholders at the Company's 2024 Ordinary General Assembly Meeting.

BOARD OF DIRECTORS

President of the Board of Directors FATMA NUR GÖKMAN

Vice President of the Board of Directors DİLEK OVACIK

Board of Directors Member MAHMUT BARBAROS KUBATOĞLU Board of Directors Member ALİ UZUN

Independent Board of Directors Member ALİYE SULTAN ALPTEKİN

Annex-5

HİTİT BİLGİSAYAR HİZMETLERİ ANONİM ŞİRKETİ
BOARD OF DIRECTORS RESOLUTION
DECISION NUMBER
DECISION DATE
: 2025/06
: 03.03.2025
ATTENDEES : FATMA NUR GÖKMAN
DİLEK OVACIK
MAHMUT BARBAROS KUBATOĞLU
ALİ UZUN

AGENDA : Determination of 2025 Fiscal Period Donation Limit

DECISION:

Within the framework of the capital markets legislation and the Company's Articles of Association, it was unanimously decided to determine the upper limit of donation for the fiscal period between 01.01.2025 – 31.12.2025 as TRY 3,500,000 (three million five hundred thousand Turkish Liras).

ALİYE SULTAN ALPTEKİN

TURGUT GÜRSOY

BOARD OF DIRECTORS

President of the Board of Directors FATMA NUR GÖKMAN

Vice President of the Board of Directors DİLEK OVACIK

hitit.com

Board of Directors Member MAHMUT BARBAROS KUBATOĞLU Board of Directors Member ALİ UZUN

Independent Board of Directors Member ALİYE SULTAN ALPTEKİN

HİTİT BİLGİSAYAR HİZMETLERİ ANONİM ŞİRKETİ BOARD OF DIRECTORS RESOLUTION

DECISION NUMBER
DECISION DATE
: 2025/07
: 03.03.2025
ATTENDEES : FATMA NUR GÖKMAN
DİLEK OVACIK
MAHMUT BARBAROS KUBATOĞLU
ALİ UZUN
ALİYE SULTAN ALPTEKİN
TURGUT GÜRSOY
AGENDA : Remuneration of the members of the Board of Directors for

the 2025 activity year

DECISION:

In accordance with the Turkish Commercial Code, capital markets legislation, the Company's Articles of Association, and the Remuneration Policy, it has been unanimously resolved that no remuneration shall be paid to the members of the Board of Directors for the fiscal period of 01.01.2025 – 31.12.2025, and that a net monthly remuneration of 50,400 TL shall be paid to each independent board member, subject to the approval of the shareholders at the Company's 2024 Ordinary General Assembly Meeting.

BOARD OF DIRECTORS

President of the Board of Directors FATMA NUR GÖKMAN

Vice President of the Board of Directors DİLEK OVACIK

Board of Directors Member MAHMUT BARBAROS KUBATOĞLU Board of Directors Member ALİ UZUN

Independent Board of Directors Member ALİYE SULTAN ALPTEKİN

POWER OF ATTORNEY HİTİT BİLGİSAYAR HİZMETLERİ A.Ş.

I hereby appoint .............................................................................................., who is introduced in detail below, as my representative to be authorised to represent me, to vote, to make proposals and to sign the necessary documents in line with the opinions I have stated below, at the Ordinary General Assembly Meeting of 2024 to be held at the headquarters of the company, at Reşitpaşa Mah. Katar Cad. No: 4/1 Arı Teknokent 2 İç Kapı No:601 34469 Maslak/Sarıyer/İSTANBUL on 25.03.2025 Tuesday, at 10.00 a.m.

Representative's (*)

Name / Surname / Trade Name:

T.R. Identity Number / Tax Number, Trade Registry and Number and MERSIS number:

(*) For foreign representatives, it is obligatory to submit the equivalent of the aforementioned information, if any.

A) SCOPE OF AUTHORISATION OF REPRESENTATION

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

    1. Regarding the matters included in the General Assembly Agenda;
    2. a. The representative is authorised to vote in accordance with his/her own opinion;
    3. b. The representative is authorised to vote in line with the recommendations of the shareholding management;
    4. c. The representative is authorised to vote in accordance with the instructions specified in the table below.

INSTRUCTIONS:

If option (c) is selected by the shareholder, the instructions specific to the agenda item shall be given by ticking 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 Rejection Dissenting
Opinion
1.
Opening and form of the Presidency;
2.
Reading and discussing
the Annual Report of the Board of
Directors for the 2024 activity year
3.
Reading the Independent Audit Company Report for the 2024
activity year
4.
Reading, discussing and approving the consolidated financial
statements for the 2024 activity year
5.
Releasing the Members of the Board of Directors for their
activities and transactions for the 2024 activity year
6.
Reviewing and approval of the Board of Directors' proposal
for the utilization of the 2024 profit
7.
Approving the legal permits for increasing the registered
capital ceiling and extending the registered capital ceiling
period, and the discussion and decision on the amendment of
Article 6 of the Articles of Association for this purpose
8.
Discussing and resolving the remuneration of the members of
the Board of Directors for the 2025 activity year
9.
Discussing and resolving the proposal of the Board of
Directors regarding the election of an independent external
auditing company for the audit of the accounts and
transactions for the year 2025 in accordance with the Turkish
Commercial Code and the Capital Markets Law
10.
Informing the shareholders about the donations made in the
2024 activity year and discussing and deciding on the
donation limit for the 01.01.2025 -
31.12.2025 activity year
11.
Within the framework of the regulations of the Capital
Markets Board, to inform the shareholders about the
guarantees, pledges, mortgages and sureties given by the
Company in favour of third parties in 2024 and the income or
benefits derived therefrom
12.
The closing.

If the minority has a separate draft resolution, this is also indicated separately in order to ensure proxy voting.

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 representative is authorised to vote in accordance with his/her own opinion;
  • b. The representative is not authorised to represent in these matters;
  • c. The representative is authorised to vote in accordance with the following special instructions.

SPECIAL INSTRUCTIONS:

Special instructions to be given to the representative by the shareholder, if any, are stated here.

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

  1. I approve the representation of my shares detailed below via proxy.
a) Type and Series
(*)
:
b) Number / Group(**) :
c) Quantity Nominal value :
ç) Whether there is a privilege in voting :
d) Bearer
or registered share(*)
:
e) Proportion of total shares / voting rights held by the shareholder :
  1. I hereby approve the representation via proxy of all of my shares included in the list of shareholders who can attend the General Assembly prepared by Merkezi Kayıt Kuruluşu A.Ş. one day before the General Assembly.

(*) This information is not requested for dematerialised shares.

(**) For dematerialised shares, information regarding the group, if any, will be given instead of the number.

FULL NAME or TITLE OF SHAREHOLDER (*) :

T.R. Identity Number / Tax Number, Trade Registry and Number and MERSIS number:

ADDRESS:

SIGNATURE :

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

Talk to a Data Expert

Have a question? We'll get back to you promptly.