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ALARKO HOLDİNG A.Ş.

Pre-Annual General Meeting Information Mar 14, 2025

5885_rns_2025-03-14_489179f0-536d-4198-bd6d-2e3958b2d951.pdf

Pre-Annual General Meeting Information

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ALARKO HOLDİNG A.Ş.

INFORMATION DOCUMENT FOR ORDINARY GENERAL ASSEMBLY MEETING OF YEAR 2024

Dear Shareholders,

Our Ordinary General Assembly Meeting for the year 2024 will be hold on 14.04.2025 at 15:00 at the address "Muallim Naci Cad. No.69 Alarko Merkezi Ortaköy/İSTANBUL" to deliberate and decide on the issues stated in the below agenda.

Pursuant to Article 1527 of the Turkish Commercial Code numbered 6102, shareholders can participate in the General Assembly physically as well as participating and voting through electronic platform.

Our shareholders who are willing to participate Ordinary General Assembly Meeting of our company through the electronic platform, have to register to e-MKK information portal and they or their representatives have to hold Electronic Signature Certificate or mobile signature.

Persons who are willing to participate through the electronic platform or to appoint a representative in the electronic platform have to register this participation method to e-GKS (Electronic General Assembly System) until 21:00 of the day before the general assembly. If the person appointed in e-GKS as representative is willing to participate in the meeting through electronic platform, that that person has to register this participation method to e-GKS in the same time period.

Our shareholders who are willing to participate in the meeting through electronic platform have to complete the procedures in accordance with the provisions of "Regulation on the General Assemblies of Corporations to be Held in the Electronic Platform" published in the official gazette dated 28.08.2012 and numbered 28395 and "Communiqué Regarding Electronic General Assembly System to be Applied in General Assemblies of Corporations" published in the official gazette dated 29.08.2012 and numbered 28396. Failing this, they will not be able to participate in the meeting.

Our shareholders who will participate in the meeting in person can attend with their ID's. Our shareholders who will not be present at the assembly can choose an agent, using the "proxy" sample attached (in the Turkish version). For the agent to join the assembly, the proxy which is issued in accordance with the attached sample, has to be submitted to the company. The proxy should be notarized.

Our shareholders who will consign dematerialized shares have to issue "Representation Document regarding Consigned Shares" and "Instruction Notification Form" in accordance with the "Regulation on the Procedures and Principles of the General Assembly Meetings of Corporations and Ministry Representatives to Attend These Meetings", samples of which can be found in the annex of the regulation. In the voting of the articles of the agenda during the General Assembly Meeting, open vote method by raising hands will be employed.

Our company's Articles of Association, amendment to the Articles of Association, Board of Directors Annual Report, Auditors Report, Independent Audit Company Report for the year 2024, Financial Statements for the year 2024, Dividend Proposal will be held ready starting 21 days prior to the meeting date for the examination of our esteemed shareholders at the company headquarters at the address of Muallim Naci Cad No: 69 Alarko Merkezi Ortaköy/İSTANBUL, on the websites at www.kap.org.tr, www.alarko.com.tr and at Central Registry Agency e-GKS.

Best Regards, Board of Directors

FORM OF PROXY

ALARKO HOLDİNG A.Ş.

I/we hereby appoint .............................................................., further identified below, as my/our representative to represent me/us, to vote, to submit proposals and to sign documents on my/our behalf, within the framework of the instructions below, at the ordinary general assembly meeting of Alarko Holding A.Ş., scheduled for 15:00 on April 14, 2025, Monday, at the address of "Muallim Naci Cad. No:69 Alarko Merkezi Ortaköy/İSTANBUL".

Proxy's (*);

Name Surname / Trade Name:

Turkish Republic Identification Number / Tax Number, Trade Registry and Number and Central Registration System (MERSIS) Number:

(*) For foreign proxies equivalent of the above information must be provided.

A) THE SCOPE OF THE POWER OF REPRESENTATION

The scope of the power of representation must be identified by choosing either (a), (b) or (c) from the sections 1 and 2.

1. With Respect to the Items on the Agenda;

  • a) The Proxy is authorized to vote in line with his/her own views.
  • b) The Proxy is authorized to vote in line with the recommendations made by the Company management.
  • c) The Proxy is authorized to vote in line with the instructions below.

Instructions:

If the Shareholder chooses option (c) above, the instructions are given in relation to each agenda item by marking one of the options given next to them (in favor or against) and if the "against" option is marked, dissenting opinion requested to be recorded in the minutes of the general assembly meeting, if any, can be written below.

Agenda Items (*) In Favor Against Dissenting
Opinion
1- Opening and stand of silence.
2- Deliberation and decision on the election of the Chairman of the
Meeting.
3- Deliberation and decision on granting the Chairman of the Meeting the
authority to sign the minutes of the General Assembly Meeting.
4- Presentation and deliberation of the Board of Directors Annual Report,
Auditors Report and Independent Audit Company Report for the year
2024.
5- Presentation, deliberation and approval of the Statement of Financial
Standing and Statement of Comprehensive Income for the year 2024.
6- Decision regarding the release of the members of the Board of Directors
for the activities of the year 2024.
7- Deliberation and decision on the amendment of the Company's Articles
of Association, including the reading and review of the approval letters
received from the Capital Markets Board and the Directorate General of
Domestic Trade of the Ministry of Trade, along with the attached Articles
of Association Amendment Text, the amendment and adoption of the new
version of Articles 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22,
23, 24, 25, 26, 27, 28, 29, and 30 of the Articles of Association, as well as
the removal of Articles 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43,
44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62, 63,
64, 65, 66, and 67.
8- Deliberation and decision on the election, duty term of Board of
Directors and determination of the remuneration of its members.
9- Discussion and resolution on presenting information regarding the
amendment of our Company's Dividend Distribution Policy and its
approval.
10- Discussion and resolution on the Board of Directors' proposal
regarding profit distribution.
11- Discussion and resolution on the approval of granting authority to the
Board of Directors to decide on the distribution of dividend advances for
the 2025 fiscal year, in accordance with the Company's Articles of
Association and the Capital Markets Board's Profit Distribution
Communiqué (II-19.1).
12- Discussion and resolution on the matter of offsetting the distributed
dividend advance from the sources that can be allocated for profit
distribution, as reflected in the annual financial position statement for the
2025 fiscal year, in the event of insufficient profit or a loss at the end of
the 2025 fiscal year.
13- Informing the General Assembly regarding the acquisitions made
under the Share Buy-Back Program.
14- Discussion and resolution on the approval of the Share Buy-Back
Program accepted by the Board of Directors.
15- Discussion and resolution on the approval of the Independent Audit
Firm, as determined by the Board of Directors, for the audit of the 2025
fiscal year's accounts and transactions, in accordance with the Turkish
Commercial Code and Capital Markets Board regulations.
16- Discussion and resolution on the approval of the Independent Audit
Firm selected by the Board of Directors for conducting the assurance audit
of the Company's sustainability reports for the years 2024 and 2025, and
for carrying out other activities within the scope of relevant regulations.
17- Information will be provided regarding the donations made by our
Company in 2024.
18- Discussion and resolution on determining the upper limit for the
donations to be made by our Company in 2025.
19- Presentation of information regarding the guarantees, pledges,
mortgages, and sureties given by our Company in favor of third parties.
20- Deliberation and decision on granting the authorities defined in Article
395 and 396 of the Turkish Commercial Code to the members of the Board
of Directors.
21- Presentation of information to the General Assembly, on transactions
specified in the Article (1.3.6) of the "Corporate Governance Principles"
attached to the Communiqué numbered II-17.1 of the Capital Markets
Board.
22- Wishes and requests.

(*) Each agenda item for the General Assembly will be listed individually. If the minority shareholders propose another draft resolution, this draft resolution will also be indicated here.

2. Special Instructions With Regard to the Other Matters Arising During the Meeting and Especially to the Exercise of Minority Rights:

  • a) The Proxy is authorized to vote in line with his/her own views.
  • b) The Proxy is not authorized to vote on these matters.

c) The Proxy is authorized to vote in line with the special instructions below.

SPECIAL INSTRUCTIONS; Special instructions by the shareholder to the Proxy, if any, will be indicated here.

  • B) The Shareholder will indicate the shares it wishes the Proxy to represent by choosing one of the following.
  • 1. I approve the representation of the shares detailed below by the Proxy.
  • a) Serial and Order:*
  • b) Number/Group:**
  • c) Quantity-Nominal Value of the Shares:
  • d) Information on any Privileges attached to the Shares:
  • e) Bearer or Registered:*
  • f) The Ratio to the Total Shares/Voting Rights of the Shareholder:

* Not required for dematerialized shares.

  • ** For dematerialized shares, group information will be provided instead of number.
  • 2. I approve that the proxy shall be authorized to represent all of my shares as reported on the list of the shareholders who may attend the general assembly as prepared by the Central Registry Agency the day before the general assembly.

SHAREHOLDER'S NAME SURNAME or TRADE NAME (*);

Turkish Republic Identification Number / Tax Number, Trade Registry and Number and Central Registration System (MERSIS) Number :

Address:

(*) For foreign shareholders equivalent of the above information must be provided.

SIGNATURE SEAL / SIGNATURE

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