AKENERJİ ELEKTRİK ÜRETİM A.Ş.

Proxy Solicitation & Information Statement • Mar 17, 2025

POWER OF ATTORNEY

I/We hereby appoint ………………… described in detail herein as my/our proxy authorized to represent me/our Company, to cast vote, to make proposal and to sign the necessary documents in the direction of the opinions I/we specify herein at the Ordinary General Assembly Meeting of AKENERJİ ELEKTRİK ÜRETİM ANONİM ŞİRKETİ for the year 2024 to be held on 10.04.2025 at 11:00 at Junior Ballroom of the Hotel Conrad İstanbul Bosphorus located at the address of Cihannüma Mahallesi, Saray Caddesi No: 5 Beşiktaş, İstanbul.

Of the Proxy (*):

Name-Surname / Trade Name:

TR Identification No./ Tax No., Trade Registry and Number and Central Registration System Number: (*)Equivalent of the said information, if any, should be presented for the foreign national proxies.

A) SCOPE OF THE POWER OF ATTORNEY

The scope of the power of attorney should be determined by selecting one of the alternatives (a), (b) or (c) for the sections 1 and 2 herein.

1. Regarding The Issues Included in the Agenda of the General Assembly;

a) The Proxy is authorized to cast vote in the direction of his/her opinion;

b) The Proxy is authorized to cast vote in the direction of the proposals of the partnership management;

c) The Proxy is authorized to cast vote in the direction of the instruction specified in the Table herein.

Instructions:

In the case where the alternative (c) is selected by the shareholder, the instructions regarding the agenda item shall be given by making one of the alternatives given opposite to the agenda item (yes or no) and in the case where the alternative of "no" is selected, by specifying the dissenting opinion in the minutes of the general assembly.

Agenda Items (*)		Yes	No	Dissenting Opinion
1.	Opening of the meeting and forming of the chairmanship of the meeting.
2.	Presenting and negotiating the Annual Report of the Board of Directors for the year of 2024.

3.	Presenting the Independent Auditor Report
	for the year of 2024.
4.	Presenting, negotiating and polling of the
	Financial Statements of 2024.
5.	Releasing the members of the Board of
	Directors for their activities within 2024.
6.	Determining the usage of profit and the
	dividend rate to be distributed.
7.	Determining the remuneration of members
	of the Board of Directors and Independent
	Members of the Board of Directors.
8.	Determination of the number of the
	members of the Board of Directors and their
	term of office, election in compliance with
	the determined number Members of the
	Board of Directors and Independent
	Members of the Board of Directors.
9.	Approving the election of the Independent
	Audit Firm pursuant to related resolution of
	the Board of Directors, in accordance with
	the relevant provisions of Turkish
	Commercial Code, "Communique on
	Independent Auditing Standards in Capital
	Markets" Serial: X, No:28 of Capital Markets
	Board and "Decision of Energy Market
	Regulatory Authority on Auditing of Real
	Persons and Legal Entities Displaying
	Activity in Energy Market" dated 03.03.2015
	and numbered 5507.
10.	Giving information to the General Assembly
	within the concept of the Corporate
	Governance Principles of Capital Markets
	Board, in case that the shareholders holding
	management power, the members of the
	Board of Directors, executive managers and
	blood and marital relatives up to second
	degree made transactions, which may result
	in conflict of interest among the Company or
	its subsidiaries; did business which falls into
	the scope of the Company or its subsidiaries
	in its name or other's name, and had
	shareholding with unlimited responsibility.
11.	Giving authorization to the members of the
	Board of Directors under the provisions of
	Articles 395 and 396 of the Turkish
	Commercial Code.

12. Informing the General Assembly in accordance with the Capital Markets legislation about the donations and aids made by our Company within the year of 2024.
13. Informing the General Assembly under Article 12 of Corporate Governance Principles of Capital Markets Board, about the securities, pledges, mortgages and sureties provided for the benefit of the third parties and the income or benefits that the Company retained as a result within the year of 2024.
14. Wishes and Requests.

(*)The agenda items of the General Assembly shall be enumerated one by one. If there is a draft resolution of the minority, this shall also be specified in order to ensure voting by proxy.

• 2. Special instruction regarding the other issues which may arise at the General Assembly meeting and especially exercising of the minority rights:
  • a) The Proxy is authorized to cast vote in the direction of his/her opinion;
  • b) The Proxy is not authorized to represent in these issues;
  • c) The Proxy is authorized to cast vote in the direction of the special instructions herein.

SPECIAL INSTRUCTIONS: The special instructions to be given by the shareholder to the proxy, if any, shall be specified herein.

• B) The shareholder shall select one of the alternatives herein and specify the shares he/she wishes to be represented by the proxy.
• 1. I approve the representation of my shares specified in detail herein by the proxy.
  • a) Serial and series:*
  • b) Number/Group:**
  • c) Piece nominal value:
  • ç) Whether it has privilege in voting:
  • d) Whether Bearer or Registered:*
  • e) Ratio to the total shares / voting rights owned by the shareholder:
  • * This information is not requested for the shares monitored through registration.

** An information shall be given regarding the group, if any, instead of number for the shares monitored through registration.

2. I approve the representation of all the shares I have as included in the list prepared by the Central Registry Agency regarding the shareholders who may participate in the General Assembly by the proxy one day prior to the date of the General Assembly.

NAME-SURNAME or TITLE OF THE SHAREHOLDER (*)

TR Identification No./ Tax No., Trade Registry and Number and Central Registration System Number:

Address:

SIGNATURE

(*)Equivalent of the said information, if any, should be presented for the foreign national proxies.