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PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET A.Ş.

Pre-Annual General Meeting Information May 9, 2024

9057_rns_2024-05-09_5a2be0c8-2da1-41fa-9e5d-f17b4684fa2a.pdf

Pre-Annual General Meeting Information

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PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET A.Ş. Invitation to 2023 Ordinary General Assembly Meeting From the Chairman of Meeting of Board of Directors

Dear Shareholders,

The Shareholders Meeting of our Company for the year 2023 will be held on 13/06/2024 at 11:00 at the address "Kısıklı Mah. Ferah Cad. No:1 B.Çamlıca Üsküdar-İstanbul", according to the agenda specified below. (*)

In accordance with the CMB Corporate Governance Principles and CMB Communiqués, regarding the issues to be discussed at the Ordinary General Assembly; The agenda of the General Assembly Meeting includes the Annual Report of the Board of Directors for the Operating Year 2023, the Financial Statements and the Independent Audit Report, the proposal on Profit Distribution and the Corporate Governance Principles Compliance Report attached to the Annual Report and the necessary explanations for compliance with these agenda items and the Capital Markets Board regulations. The detailed Information Note will be available for review by our esteemed shareholders three weeks before the meeting, within the statutory period, at the Company Headquarters, on the Company website at www.penta.com.tr, on the Public Disclosure Platform and on the Electronic General Assembly system.

Shareholders who wish to attend the General Assembly Meeting in person or through their representatives in the electronic environment pursuant to Article 1527 of the Turkish Commercial Code must notify their preferences via the Electronic General Assembly System (EGAS) through the Central Securities Depository system. In case the representative will attend the General Assembly Meeting instead of the shareholder, the identity information of the representative must be recorded in the EGAS. In cases where the representative will attend the meeting physically, authorization can be made in this way.

Pursuant to Article 415 of the Turkish Commercial Code, our shareholders or their representatives whose share certificates have been dematerialized within the framework of the Central Securities Depository (CSD) regulations and whose names are on the list of shareholders, will be able to attend the General Assembly Meeting. Shareholders whose names are on this list can physically attend the Ordinary General Assembly Meeting of our Company by showing their identity cards.

Shareholders and their representatives, who wish to attend the meeting electronically are required to fulfill their obligations in accordance with the provisions of "Regulation Regarding the Electronic General Assembly of the Incorporated Company" published on the Official Gazette dated 28 August 2012 and numbered 28395 and "Communiqué Regarding the Electronic General Assembly System to be Applied in the General Assembly Meeting of the Incorporated Company" published on the Official Gazette dated 29 August 2012 and numbered 28396. Otherwise, they will not be able to attend the meeting. Detailed information on EGAS can be found at www.mkk.com.tr.

Our shareholders who cannot attend the meeting in person to exercise their voting rights by proxy should issue their power of attorney in accordance with the sample below or obtain a sample of the proxy form from our Company Headquarters and the Company website at www.penta.com.tr and submit their notarized power of attorney, by fulfilling the matters stipulated in the "Communiqué Regarding Proxy Voting and Call Based Proxy Meetings" numbered II-30.1 provision of the Capital Markets Board, published in the Official Gazette dated 24.12.2013 and numbered 28861.

Pursuant to paragraph 4 Article 415 of Turkish Commercial Code numbered 6102 and paragraph 1 Article 30 of Capital Market Law, the right to participate and cast votes in general assemblies is not subject to the condition of depositing share certificates. Accordingly, shareholders are not required to block their shares to attend the General Assembly.

Voting at the General Assembly will be made by open voting method with show of hands, with provisions relating to electronic voting being reserved.

Respectfully submitted to the attention of esteemed Shareholders.

(*) In accordance with Article 29 of the Capital Markets Law, a registered letter will not be sent to our shareholders for the invitation to the General Assembly Meeting.

Regards, PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET A.Ş.

PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET A.Ş.

AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING FOR THE YEAR 2023

    1. Opening and election of the Chairman of Meeting,
    1. Authorization of the Minutes of the General Assembly Meeting to be signed by the Chairman of Meeting,
    1. Reading and discussing the Annual Report of Board of Directors for the fiscal year 2023,
    1. Reading the Independent External Audit Report summary for the fiscal year 2023,
    1. Discussion and approval of the Consolidated Financial Statements for the fiscal year 2023
    1. Discussion and resolve of the acquittal of the members of the Board of Directors for the activities and transactions of the fiscal year 2023,
    1. Election of new members of the Board of Directors, determination of their terms of office and remuneration,
    1. Discussing and determining the proposition of the Board of Directors for dividend distribution,
    1. 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,
  • 10.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,
  • 11.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,
  • 12.Discussion and resolve of the authorization of members of the Board of Directors to carry out the works that are within the scope of the Company or not, in person or on behalf of others, to become partners in companies that do such works and to carry out other transactions, pursuant to Articles 395 and 396 of the Turkish Commercial Code,
  • 13.Closing.

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