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BİZİM TOPTAN SATIŞ MAĞAZALARI A.Ş.

Proxy Solicitation & Information Statement Jul 22, 2024

8925_rns_2024-07-22_86a960f7-084e-4458-934c-02eb44a60b33.pdf

Proxy Solicitation & Information Statement

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POWER OF ATTORNEY BİZİM TOPTAN SATIŞ MAĞAZALARI A.Ş.

I / we hereby appoint ________________ as my Proxy, to represent me in accordance with my instructions stated below, to vote, to make proposals and to sign the necessary documents at the Ordinary General Assembly meeting of Bizim Toptan Satış Mağazaları A.Ş. that will be held on July 10, 2024 Wednesday day at 11:00am, at Kısıklı Mah. Ferah Cad. No:1 B.Çamlıca Üsküdar/İstanbul

The Attorney's (*):

Name Surname/ Trade Name:

TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:

(*) Foreign attorneys should submit the equivalent information mentioned above.

The scope of representative power should be defined after choosing one of the options (a), (b) or (c) in the following sections 1 and 2.

1. About the agenda items of General Assembly:

a) The attorney is authorized to vote according to his/her opinion.

b) The attorney is authorized to vote on proposals of the attorney partnership management.

c) The attorney is authorized to vote in accordance with the following instructions stated in the table.

Instructions: In the event that the shareholder chooses the (c) option, the shareholder should mark "Accept" or "Reject" box and if the shareholder marks the "Reject" box, then he/she should write the dissenting opinion to be noted down in the minutes of the general assembly.

Agenda Items (*) Accept Reject Dissenting
Opinion
1.
Opening and election of the Chairman of Meeting,
2.
Authorization of the Minutes of the General Assembly Meeting to be
signed by the Chairman of Meeting,
3.
Reading and discussing the Annual Report of Board of Directors for
the fiscal year 2023,
4.
Reading the Independent External Audit Report summary for the
fiscal year 2023,
5.
Discussion and approval of the Consolidated Financial Statements for
the fiscal year 2023,
6.
Discussion and resolve of the acquittal of the members of the Board
of Directors separately for the activities and transactions of the fiscal
year 2023,
7.
Approval or disapproval of the new Board Member who was
appointed in 2024 due to the resignation of one of the Board
Members
8.
Determination of remuneration for the members of the Board of
Directors,
9.
Discussing and determining the proposition of the Board of Directors
for dividend distribution,
10.
Discussion and resolve of the proposal of the Board of Directors
regarding the selection of an independent external auditor for the
auditing of the 2024 fiscal year accounts and transactions in
accordance with the Turkish Commercial Code and capital market
legislation,
11.
Submission of information on donations and charitable contributions
made in 2023 and discussing and deciding on the proposal of the
Board of Directors regarding the determination of the donation limit
for the period 01/01/2024 – 31/12/2024,
12.
Informing the shareholders regarding the collaterals, pledges and
mortgages put by the Company in favor of third persons and the
revenues and benefits gained by the Company, within the framework
of the Capital Markets Board regulations,
13.
Authorization of the members of the Board of Directors pursuant to
Articles 395 and 396 of the Turkish Commercial Code,
14.
Closing.

No voting on the informative items.

(*) The issues included in the agenda of the General Assembly are itemized one by one. If the minority has another draft resolution, necessary arrangements should be made to enable them vote by proxy.

  1. Special instruction related to other issues that may come up during General Assembly meeting and rights of minority:

a) The attorney is authorized to vote according to his/her opinion.

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

c) The attorney is authorized to vote for agenda items in accordance with the following instructions:

SPECIAL INSTRUCTIONS: The special instructions (if there is any) to be given by the shareholder to the attorney are stated herein.

The shareholder specifies the shares to be represented by the attorney by choosing one of the following.

1. I hereby confirm that the attorney represents the shares specified in detail as follows:

  • a. Order / Serial (*) :
  • b) Number / Group (**)
  • c) Amount-Nominal Value
  • ç) Share with voting power or not
  • d) Bearer-Registered (*)
  • e) Ratio of the total shares/voting rights of the shareholder
  • *Such information is not required for the shares which are followed up electronically.

**For the shares which are followed up electronically, information related to the group will be given instead of number.

2. I hereby confirm that the attorney represents all my shares on the list, prepared by MKK (Central Securities Depository) the day before the Meeting, concerning the shareholders who could attend the General Assembly Meeting

NAME SURNAME OR TITLE OF THE SHAREHOLDER (*)

TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:

Address:

(*) Foreign attorneys should submit the equivalent information mentioned above. SIGNATURE

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