ADEL KALEMCİLİK TİCARET VE SANAYİ A.Ş.

Pre-Annual General Meeting Information • May 23, 2024

Summary Info	Registration of the 2023 Annual General Assembly
Update Notification Flag	Yes
Correction Notification Flag	No
Postponed Notification Flag	No

General Assembly Invitation

General Assembly Type	Annual
Begining of The Fiscal Period	01.01.2023
Ending Date Of The Fiscal Period	31.12.2023
Decision Date	25.03.2024
General Assembly Date	16.04.2024
General Assembly Time	09:30
Record Date (Deadline For Participation In The General Assembly)	15.04.2024
Country	Turkey
City	İSTANBUL
District	ÜMRANİYE
Address	Fatih Sultan Mehmet Mahallesi, Balkan Caddesi No:58 Buyaka E Blok 34771 Tepeüstü

Agenda Items

1 - Opening and the establishment of the Board of Assembly

2 - Authorizing the meeting chairmanship to sign the minutes at the end of the meeting

3 - Reading and discussion of the reports of the Board of Directors (Annual Report) for 2023

4 - Reading the Independent Audit Report for the fiscal year 2023

5 - Reading, discussing and approval of the Financial Statements for the year 2023 prepared in accordance with the Capital Market Legislation

6 - Acquittal of the Board of Directors separately regarding their activities in 2023

7 - Discussion of the increasing the registered capital ceiling and extension of the registered capital system for five years, valid for 2024-2028, and the replacement of 10th article titled "Capital" of the Company's Articles of Association with the amendment proposal included in Annex-1, on the condition that the necessary permissions have been obtained from the Capital Markets Board and the Ministry of Trade of the Republic of Turkey

8 - Discussing of the profitability for the year 2023 and discussing and resolving the proposal of the Board of Directors regarding dividebd distribution prepared within the framework of the company's dividen distribution policy

9 - Appointment of the Board of Directors and determination of their term of office and fees

10 - According to the Capital Markets Board's legislation, information to be given to the shareholders on any income and benefits obtained by granting collaterals, pledges, mortgages and guarantees in favor of third persons

11 - Election of the Independent Audit Firm for the fiscal year 01.01.2024 - 31.12.2024 to audit the financial statements and reports for the fiscal year 2024 in accordance with the Turkish Commercial Code No. 6102 and Capital Markets Law No. 6362

12 - Informing the General Assembly, on the transactions, if any, within the context of Article 1.3.6. of Annex-I of the Corporate Governance Communique (II-17.1.) of the of the Capital Markets Board

13 - Granting authority to Members of the Board of Directors according to Articles 395 and 396 of Turkish Commercial Code

14 - Informing the General Assembly on the donations made by the Company in 2023

15 - Informing the General Assembly if there is any transaction made within the framework of the Capital Markets Board Resolution No. 14/382 dated 07/03/2024

16 - Requests, Opinions and Closing

Corporate Actions Involved In Agenda

Dividend Payment
Authorized Capital

General Assembly Invitation Documents

Appendix: 1	Adel Genel Kurul Bilgilendirme Dokümanı 2023.pdf - General Assembly Informing Document
Appendix: 2	Ade Olagan Genel Kurul Davet Ilan Metni ve Vekaletname.pdf - Announcement Document
Appendix: 3	Adel General Assmebly Information Document 2023.pdf - General Assembly Informing Document
Appendix: 4	Adel 2023 Ordinary General Assembly Invitation and Proxy.pdf - Announcement Document

General Assembly Results

Was The General Assembly Meeting Executed?	Yes
General Assembly Results	The Ordinary General Assembly of Adel Kalemcilik Ticaret ve Sanayi A.Ş. relating to the 2023 financial year was held on April 16, 2024, and summary of items discussed and approved are as follows: -Company's Financial Statements for the year 2023 prepared in accordance with the Capital Markets legislation and Annual Report were approved. -Board Members were individually released from activities and operations of the Company pertaining to the year 2023. -The amendment proposal of the Company's Articles of Association, article 10 titled "Share Capital" - for which Capital Markets Board and Trade Ministry of Turkish Republic approvals were already obtained - was approved. -Kamilhan Süleyman Yazıcı, Tuğban İzzet Aksoy, İbrahim İzzet Özilhan, Nazik Meltem Metin, Mehmet Hurşit Zorlu, Burak Başarır, İbrahim Tamer Haşimoğlu, Stephan Leo Rosen, İzzet Karaca(Independent), Tayfun Bayazıt(Independent), Eyüp Mehmet Cemil Yükselen(Independent), Uğur Bayar(Independent)were elected to the Board of Directors for 1 year and until their successors are elected in the subsequent Ordinary General Assembly. It was approved that a monthly gross remuneration of TL 150,000 to be paid to each independent board member. No remuneration will be paid to the other board members for their role as a board member. -The appointment of PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as an external independent auditor for the 2024 financial year, was approved. -Within the framework of the CMB provisions, it was decided to distribute a gross dividend of 150,002,212 TL to the partners as of September 26, 2024. -The shareholders were informed about the Company's donations of TL 16,733,214 to charitable associations and foundations.

Decisions Regarding Corporate Actions

Dividend Payment	Discussed
Authorized Capital	Accepted

General Assembly Registry

Were The Minutes Registered?	Yes
Date of Registry	22.05.2024

General Assembly Result Documents

Appendix: 1	2023 Adel Genel Kurul Toplantı Tutanağı.pdf - Minute
Appendix: 2	2023 Genel Kurul Hazır Bulunanlar Listesi.pdf - List of Attendants

Additional Explanations

The 2023 Annual General Assembly Meeting of our company was registered on 22.05.2024 and announced in the Turkish Trade Registry Gazette on 23.05.2024 with issue number 11088