ADEL KALEMCİLİK TİCARET VE SANAYİ A.Ş.

Share Issue/Capital Change • Aug 29, 2024

ARTICLES OF ASSOCIATION AMENDMENT TEXT

OLD VERSION	NEW VERSION
Article 10 -	Article 10 -
SHARE CAPITAL	SHARE CAPITAL
The Company accepted the registered capital	The Company accepted the registered capital
system as per the provisions of the Capital Markets	system as per the provisions of the Capital Markets
Law and implemented the registered capital system	Law and implemented the registered capital system
upon the Capital Markets Board's approval dated	upon the Capital Markets Board's approval dated
03/05/2013 and numbered 4718. The registered	03/05/2013 and numbered 4718. The registered
share capital ceiling amount of the Company is TL	share capital ceiling amount of the Company is
1,450,000,000 (one billion four hundred and fifty	1,450,000,000 (one billion four hundred and fifty
million Turkish Liras).	million Turkish Liras).
The increased share capital of the Company is TL 23,625,000 (twenty three million six hundred twenty five thousand) and the increased share capital has been fully paid in without any encumbrances. The increased share capital of TL 23,625,000 (twenty three million six hundred twenty five thousand) has been divided in 23.625.000 shares each with a nominal value of 3.637.941 of which are registered shares and 19.987.059 of which are bearer shares. The registered share capital ceiling amount granted	The increased share capital of the Company is TL 259,875,000 ( two hundred and fifty-nine million eight hundred and seventy-five thousand) and the increased share capital has been fully paid in without any encumbrances. The increased share capital of TL 236,250,000 (two hundred and thirty-six million two hundred and fifty thousand) has been divided in 259.875.000 shares each with a nominal value of 40.017.351 of which are registered shares and 219.857.649 of which are bearer shares.
by the Capital Markets Board is valid between	The registered share capital ceiling amount granted
2024-2028	by the Capital Markets Board is valid between
(for five years). Even if the granted	2024-2028 (for five years). Even if the granted
ceiling is not reached at the end of 2028, an	ceiling is not reached at the end of 2028, an
authorization should be obtained from the general	authorization should be obtained from the general
assembly	assembly
for a term of five years	for a term of five years
by means of	by means of
obtaining an approval from the Capital Markets	obtaining an approval from the Capital Markets
Board either for the previously granted ceiling or a	Board either for the previously granted ceiling or a
new one in order for the board to resolve on a share	new one in order for the board to resolve on a share
capital increase.	capital increase.
Otherwise, the Company cannot	Otherwise, the Company cannot
increase the share capital through a Board of	increase the share capital through a Board of
Directors resolution.	Directors resolution.
The board of directors, in accordance with the	The board of directors, in accordance with the
provisions of the Capital Markets Law, is entitled	provisions of the Capital Markets Law, is entitled
to resolve on increasing the registered share capital	to resolve on increasing the registered share capital
of the Company by issuing new shares up to the	of the Company by issuing new shares up to the
ceiling amount, restricting the rights of the	ceiling amount, restricting the rights of the
privileged	privileged
shareholders,	shareholders,
restricting	restricting
the	the
shareholders' right to acquire new shares, issuance	shareholders' right to acquire new shares, issuance
of shares with privileged shares or shares over or	of shares with privileged shares or shares over or
below the nominal value and issuance of dedicated	below the nominal value and issuance of dedicated
shares.	shares.
The Board of Directors shall exercise this	The Board of Directors shall exercise this
power in line with the	power in line with the
equal treatment principle.	equal treatment principle.

ARTICLES OF ASSOCIATION AMENDMENT TEXT

OLD VERSİYON Article 12 – Shares:

Company's shares, 3,637,941 shares amounting to TL 3.637.941 are registered shares and 19,987,059 shares amounting to TL 19.987.059 are bearer shares. Shares representing the capital are monitored by the Central Registry Agency within the framework of dematerialization principles. Shares are indivisible against the Company. If a share is jointly owned by more than one person, they may appoint one of them or a third person as a representative to exercise their rights arising from the share at the General Assembly.

NEW VERSİON Article 12 – Shares:

Company's shares, 40,017,351 shares amounting to TL 40.017.351 are registered shares and 219,857,649 shares amounting to TL 219.857.649 are bearer shares. Shares representing the capital are monitored by the Central Registry Agency within the framework of dematerialization principles. Shares are indivisible against the Company. If a share is jointly owned by more than one person, they may appoint one of them or a third person as a representative to exercise their rights arising from the share at the General Assembly.