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TÜRK TELEKOMÜNİKASYON A.Ş.

Pre-Annual General Meeting Information May 9, 2024

5965_rns_2024-05-09_93518b48-d323-4f05-b8ca-fae39f537cfa.pdf

Pre-Annual General Meeting Information

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FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF

TÜRK TELEKOMÜNİKASYON A.Ş.

Invitation to the Ordinary General Assembly Meeting of the fiscal year of 2023

The ordinary general assembly for the year 2023 of our Company Türk Telekomünikasyon A.Ş. ("Company") to be held at the address of Türk Telekomünikasyon A.Ş. headquarters, Turgut Özal Bulvarı 06103 Aydınlıkevler Ankara, at 14:00, on 05.06.2024 to negotiate and reach at a decision in relation to the below mentioned agenda.

The Financial Statements, the auditor's report, the board of directors annual report which also includes Corporate Governance Principles Compliance Report for the year 2023 and the information document which includes the explanations in relation to the following agenda items in compliance with the Capital Markets Board regulations shall be made available three weeks before the meeting date, within the prescribed term, to the examination of our shareholders, at the Company's Headquarters, on the Company's website of www.ttinvestorrelations.com, on the Public Disclosure Platform and in the Electronic General Assembly system.

Pursuant to 4th paragraph of article 415 of Turkish Commercial Code No: 6102 and the 1st paragraph of article 30 of Capital Markets Law No: 6362, the shareholders are not required to block their shares in order to attend to the general assembly meeting. However, our shareholders who do not wish to disclose their identity and share information and therefore are not registered with the Company are required to apply to the financial intermediaries and remove the "limitation" on the identity and share information until the previous day of the general assembly meeting until 16.30 at latest.

We kindly request those shareholders who shall be voting via the electronic general assembly system to be informed by the Central Registry Agency ("CRA"), www.ttinvestorrelations.com, the website of the Company or the contact addresses stated therein in order to ensure compliance with the relevant regulation and communiqué.

This invitation of ordinary general assembly meeting will also be delivered to the shareholders who hold registered shares, via registered mail according to article 414 of Turkish Commercial Code.

Our shareholders who cannot attend the meeting in person should arrange their proxies in accordance with the specimen sample provided at the website of the Company, save for the rights and obligations of the shareholders who will attend by electronic means, by complying with requirements stipulated as per the Capital Markets Board's Communiqué II-30.1 on voting by proxy and proxy solicitation and present their power of attorneys the signatures of which shall be certified by the notary public or for our foreign shareholders, the notarized Turkish translation thereof to the headquarters of the Company at the close of business on 31 May 2024 at the latest.

Our shareholders or their representatives which are appointed in accordance with the foregoing paragraph should have the below mentioned documents with them ready, at the date of the meeting.

➢ Identity certificate

  • ➢ The proxies arranged in accordance with the attached specimen, of the representatives who are appointed by our real and legal person shareholders.
  • ➢ The notarized Turkish translation of the proxies and the notarized passport copies of the representatives of our foreign shareholders.

The representatives who have been appointed on electronic general assembly meeting system by electronic means are not required to submit any proxies.

Voting method by a show of hands and an open voting method shall be applied save for the voting provisions by electronic means in order to vote on the agenda items at the ordinary general assembly meeting.

Our shareholders are requested to attain knowledge of the meeting particulars and attend the meeting on the specified day and hour.

Türk Telekomünikasyon A.Ş. Board of Directors

Address: Örnek Mahallesi Turgut Özal Bulvarı 2 No:4 Aydınlıkevler – Ankara

Trade Registry No: Ankara Trade Registry Office - 103633

TÜRK TELEKOMÜNİKASYON A.Ş. AGENDA FOR ORDINARY GENERAL ASSEMBLY MEETING 2023 TO BE HELD ON 05 JUNE 2024

  • 1. Opening and election of the chairmanship committee,
  • 2. Authorizing the chairmanship committee to sign the minutes of the general assembly meeting and the list of attendees,
  • 3. Reading the board of directors annual report for the year 2023,
  • 4. Reading the auditor's report for the year 2023,
  • 5. Reading, discussing and approving the balance sheet and profit/loss accounts for the year 2023,
  • 6. Releasing each member of the board of directors for the operations and transactions of the Company during 2023,
  • 7. Pursuant to Article 363 of the Turkish Commercial Code; submitting the election of temporary members of the Board of Directors to the approval of the General Assembly,
  • 8. Defining the salaries of the members of the board of directors,
  • 9. Resolving on the distribution of profit,
  • 10. Election of the auditor for the purpose of auditing the Company's operations and accounts for the year 2024, pursuant to Article 399 of Turkish Commercial Code and article 17/A of the articles of association of the Company,
  • 11. Informing the general assembly about the donations and aids executed in 2023,
  • 12. Informing the general assembly about the guarantees, pledges and mortgages given in favor of third parties and the revenues or interests generated by the Company in 2023,
  • 13. Informing about the share buyback transactions being conducted under the board of directors resolution No. 4 dated 08.02.2023
  • 14. Informing the general assembly of the changes that have material impact on the management and the activities of the Company and its subsidiaries and that were realized within the previous fiscal year or being planned for the following fiscal year and of the reasons of such changes, pursuant to the of Capital Markets Board Corporate Governance Principle No:1.3.1 (b),
  • 15. Informing the general assembly of the transactions of the controlling shareholders, the board of directors members, the executives who are under administrative liability, their spouses and their relatives by blood and marriage up to the second degree that are performed within the year 2023 relating to make a material transaction which may cause conflict of interest for the Company or Company's subsidiaries and/or to carry out works within or out of the scope of the Company's operations on their own behalf or on behalf of others or to be a unlimited partner to the companies operating in the same kind of fields of activity in accordance with the Capital Markets Board Corporate Governance Principle No:1.3.6,
  • 16. Informing the general assembly regarding the "Remuneration Policy" for the board of directors' members and the senior executives in accordance with the Capital Markets Board Corporate Governance Principle No:4.6.2,
  • 17. Discussing and voting for authorizing the board of directors or person(s) designated by the board of directors for company acquisitions to be made by the Company or its subsidiaries

until the next ordinary general assembly meeting up to 125 Million Euros which will be separately valid for each acquisition,

  • 18. Discussing and voting for authorizing the board of directors to establish special purpose vehicle(s) when required for above mentioned acquisitions,
  • 19. Resolving on giving permission to the members of the Board of Directors for performing the works mentioned under article 395 and 396 of Turkish Commercial Code,
  • 20. Pursuant to the Capital Markets Board's Corporate Governance Communiqué No. II-17.1 and other regulations; approval of the amendment of Article 6 titled "Capital" of the Articles of Association of our Company, provided that the necessary permissions have been obtained from the Capital Markets Board and the Republic of Turkey Ministry of Trade,
  • 21. Comments and Closing.

Turgut Özal Bulvarı

TÜRK TELEKOMÜNİKASYON A.Ş.

INFORMATION DOCUMENT IN RELATION TO THE

ORDINARY GENERAL ASSEMBLY MEETING OF 05.06.2024

The ordinary general assembly for the year, 2023 of our Company Türk Telekomünikasyon A.Ş. ("Company") will be held at the address of Türk Telekomünikasyon A.Ş. headquarters, Turgut Özal Bulvarı 06103 Aydınlıkevler Ankara, at 14:00, on 05.06.2024 to negotiate and reach at a decision in relation to the below mentioned agenda.

The Financial Statements, the Auditor's Report, the Board of Directors Annual Report which also includes Corporate Governance Principles Compliance Report for the year 2023 and the information document which includes the explanations in relation to the following agenda items in compliance with the Capital Markets Board regulations shall be made available three weeks before the meeting date, within the prescribed term, to the examination of our shareholders, at the Company's Headquarters, on the Company's website of www.ttinvestorrelations.com, on the Public Disclosure Platform and in the Electronic General Assembly system.

Pursuant to 4th paragraph of article 415 of Turkish Commercial Code No: 6102 and the 1st paragraph of article 30 of Capital Markets Law No: 6362, the shareholders are not required to block their shares in order to attend to the general assembly meeting. However, our shareholders who do not wish to disclose their identity and share information and therefore are not registered with the Company are required to apply to the financial intermediaries and remove the "limitation" on the identity and share information until the previous day of the general assembly meeting until 16.30 at latest.

We kindly request those shareholders who shall be voting via the electronic general assembly system to be informed by the Central Registry Agency ("CRA"), www.ttinvestorrelations.com, the website of the Company or the contact addresses stated therein in order to ensure compliance with the relevant regulation and communiqué.

This invitation of ordinary general assembly meeting will also be delivered to the shareholders who hold registered shares, via registered mail according to article 414 of Turkish Commercial Code.

Our shareholders who cannot attend the meeting in person should arrange their proxies in accordance with the specimen sample provided at the website of the Company, save for the rights and obligations of the shareholders who will attend by electronic means, by complying with requirements stipulated as per the Capital Markets Board's Communiqué II-30.1 on voting by proxy and proxy solicitation and present their power of attorneys the signatures of which shall be certified by the notary public or for our foreign

Turgut Özal Bulvarı

shareholders, the notarized Turkish translation thereof to the headquarters of the Company at the close of business on 31 May 2024 at the latest.

Our shareholders or their representatives which are appointed in accordance with the foregoing paragraph should have the below mentioned documents with them ready, at the date of the meeting.

  • ➢ Identity certificate
  • ➢ The proxies arranged in accordance with the attached specimen, of the representatives who are appointed by our real and legal person shareholders.
  • ➢ The notarized Turkish translation of the proxies and the notarized passport copies of the representatives of our foreign shareholders.

The representatives who have been appointed on electronic general assembly meeting system by electronic means are not required to submit any proxies.

Voting method by a show of hands and an open voting method shall be applied save for the voting provisions by electronic means in order to vote on the agenda items at the ordinary general assembly meeting.

Our shareholders are requested to attain knowledge of the meeting particulars and attend the meeting on the specified day and hour.

Note: Pursuant to article 29 of Capital Markets Law, shareholders holding registered shares that are traded on the stock exchange will not receive a separate registered invitation letter for the meeting.

Structure of Shareholders and Voting Rights

The Company's shares are divided into groups called A, B, C and D. Each share in each group of shares can cast one vote and thus, a maximum of 350,000,000,000 (TL 3,500,000,000 equivalent) votes can be casted in the general assembly meeting. In this respect, the total number of the shares and votes owned by (i) Group A shares is 192,500,000,000 (TL 1,925,000,000.00 equivalent); (ii) Group B shares is 104,999,999,999 TL 1,049,999,999.99 equivalent; (iii) Group C share is 1 (TL 0.01 equivalent); (iv) listed Group D shares is 52,500,000,000 (TL 525,000,000.00 equivalent) respectively.

Turgut Özal Bulvarı

Group Shareholder Paid-in Capital Amount (TL) Share (%)
A Türkiye Wealth Fund 1,925,000,000.00 55
B Republic of Turkey Ministry of Treasury and
Finance
875,011,884.975 25
C Republic of Turkey Ministry of Treasury and
Finance
0.01
B Turkish Wealth Fund 174,988,115.015 5
D Free Float 525,000,000.00 15
Total 3,500,000,000.00 100

According to the article 8 of the Articles of Association; the board of directors is composed of 9 members, the Group A Shareholder shall be entitled to nominate five (5) persons for election as directors; (b) provided that the Treasury and Turkish Wealth Fund, as Group B Shareholders shall hold: − 30% or more of the shares, the Treasury shall be entitled to nominate three (3) persons for election as ındependent board members who carry the independence criteria as defined in the capital markets legislation; or 11 − 15% or more of the shares (but less than 30% of the shares) the Treasury shall be entitled to nominate two (2) persons for election as ındependent board members who carry the independence criteria as defined in the capital markets legislation; (c) As long as the Treasury and Turkish Wealth Fund holds 15% or more of the shares (but less than 30% of the shares), the Group A Shareholder shall be entitled to nominate one (1) person, who carry the independence criteria as defined in the capital markets legislation, for election as ındependent board members and five (5) persons for election as director. (d) while the Treasury holds the C group privileged share, the Treasury shall be entitled to nominate, a further one (1) person, for election as director for the C Group privileged share.

During the calculation of 15% and 30% of the shares of the Treasury, the amount of Group B shares and Group D shares held by the Treasury shall be taken into account together.

As well as the C Group privileged share shall be entitled to nominate a further one person for election as Director, it has below mentioned rights which are defined in the article 6 of the Articles of Association.

"For the purpose of protecting the national interest in issues of national security and the economy, the following actions and resolutions cannot be taken without the affirmative vote of the holder of the C

Turgut Özal Bulvarı

Group privileged share at either a meeting of the board of directors or the general assembly. Otherwise, such transactions shall be deemed invalid.

  • a) any proposed amendments to the Articles of Association;
  • b) the transfer of any registered shares in the Company which would result in a change in the management control of the Company;
  • c) the registration of any transfer of registered shares in the Company's shareholders' ledger. "

Procedure of voting is explained in article 23 and article 24 of the Company's Articles of Association. Each share shall entitle its owner to one vote at general assembly meetings. at the general assembly meetings, voting shall be cast by raising (show) hands. However, upon the request of the shareholders owning 1/20 of the total capital represented at the general assembly meeting, voting may be realized by secret voting or by way of open ballot by calling names.

This general assembly information document including the relevant explanations regarding the agenda items shall be made available to the examination of our shareholders, at the head office of the Company, located at the address of Türk Telekomünikasyon A.Ş. Genel Müdürlük Kültür Merkezi, Turgut Özal Bulvarı 06103 Aydınlıkevler Ankara, at the website of www.ttinvestorrelations.com and electronic general assembly system of the CRA.

Regards,

Türk Telekomünikasyon A.Ş.

Board of Directors

Additional information regarding the Communiqué on the Corporate Governance

No requests have been received from shareholders, CMB and/or other public organizations related to the Company about adding additional item to the agenda of general assembly.

Turgut Özal Bulvarı

TÜRK TELEKOMÜNİKASYON A.Ş.

AGENDA FOR ORDINARY GENERAL ASSEMBLY MEETING

TO BE HELD ON 05.06.2024

1. Opening and election of the chairmanship committee;

The chairman of the meeting will be elected in accordance with the relevant provisions of Turkish Commercial Code No. 6102 ("TCC"), the Regulation on Rules and Procedures of General Assembly Meetings of Corporations and the Ministry Representatives attending Such Meetings ("Regulation"), The Internal Directive on The Working Principles and Procedures of The General Assembly of Türk Telekomünikasyon Anonim Şirketi ("Internal Directive") and Türk Telekom Articles of Association ("Articles of Association"). The chairman of the meeting shall assign at least one clerk who writes down the minutes and if deemed necessary vote collectors in the number required. Expert consultants may also be assigned by the chairman of the meeting in order to perform the technical needs in the electronic general assembly system at the meeting time.

2. Authorising the chairmanship committee to sign the minutes of the general assembly meeting, and the list of attendees;

Authorizing the chairmanship committee to sign the minutes of the general assembly meeting and the list of attendees will be voted in accordance with the relevant provisions of the TCC and the regulation.

3. Reading the board of directors annual report for the year 2023;

This agenda item will not be voted on and has only been provided for information purposes. The 2023 annual report, approved under the decision of the board of director's No. 30, dated 17.04.2024 will be read. Our shareholders can find the annual report prepared by the board of directors in accordance with the Capital Markets Board legislation under the financial and operational information section of www.ttinvestorrelations.com or at the Company's headquarters.

4. Reading the auditor's report for the year 2023;

This agenda item will not be voted on and has only been provided for information purposes. The Independent Audit Company's report for the year 2023 will be read. The ındependent audit company report, prepared in accordance with the Turkish Commercial Code and Capital Markets Board legislation, are available at the Company's headquarters and under the financial and operational information section of www.ttinvestorrelations.com.

Turgut Özal Bulvarı

5. Reading, discussing and approving the balance sheet and profit/loss accounts for the year 2023;

Consolidated balance sheet and profit/loss accounts related to our activities between 01 January 2023 - 31 December 2023, which were prepared as per the provisions of Capital Markets Board communique No.II-14.1 on "Principles Regarding Financial Reporting in Capital Markets" and in accordance with the Capital Markets Board's financial table format, and were approved under board of directors resolution No. 29 dated 17.04.2024 will be read and presented to the general assembly for approval.

These documents are available at the Company's headquarter and under the financial and operational information section of www.ttinvestorrelations.com.

6. Releasing each member of the board of directors for the operations and transactions of the Company during 2023;

The release of each member of the board of directors from the operations and actions of the Company during the year 2023 be presented to the general assembly for approval, as per the provisions of the Turkish Commercial Code.

7. Pursuant to Article 363 of the Turkish Commercial Code; submitting the election of temporary members of the Board of Directors to the approval of the General Assembly;

In the event that the Board of Directors elects temporary members until the date of the General Assembly for the vacant memberships of the Board of Directors elected by the General Assembly dated 09.08.2023, it is envisaged that the temporary elected members will be submitted to the approval of the General Assembly in accordance with Article 363 of the TCC.

8. Defining the salaries of the members of the board of directors;

Salaries to be paid to the members of the board of directors for the year 2024 will be determined.

9. Resolving on the distribution of profit;

Türk Telekom, the leading integrated telecommunications company, continues its operations by prioritising its strategic goals and the investments required to sustain its technological leadership while maintaining a healthy liquidity and investment balance as well as a strong balance sheet. Our Board of Directors resolved to propose at the 2023 Ordinary General Assembly that Türk Telekom pays no dividend out of 2023 earnings. The decision considers our Company's debt maturity profile, liquidity and investment requirements along with need for caution in a year of macroeconomic re-balancing.

Turgut Özal Bulvarı

Pursuant to the Board of Directors resolution dated 30.04.2024 in relation to distribution of the profit generated in 2023, Subject to approval in the Company's Ordinary General Assembly Meeting for the operating year 2023, it has been concluded that:

  • 1. The Company's net profit calculated according to the independently audited consolidated financial tables prepared in accordance with the provisions of "Capital Markets Board (CMB) Communique About Financial Reporting in Capital Markets No.II-14.1" is TL 16,421,552,000 for the fiscal year of 2023.
  • 2. Pursuant to the CMB Communique on Dividends No: II-19.1, the profit after tax amount of TL 16,421,552,000 shall be the base amount for dividend distribution,
  • 3. The Company is not required to take any reserves for 2023 as per the Article 519 of Turkish Commercial Code because it has already reached the general legal reserve limit,
  • 4. Accordingly, the Company is allowed to make a proposal, subject to the provisions of its Articles of Association, that the net profit amounting to TL 16,421,552,000, which is based on the independently audited consolidated financial statements, shall be recorded as extraordinary reserves.

This proposal of the Board of Directors shall be submitted to the Company's General Assembly for approval.

10. Election of the auditor for the purpose of auditing the Company's operations and accounts for the year 2024, pursuant to article 399 of Turkish Commercial Code and article 17/A of the Articles of Association of the Company;

Signing independent audit agreement to examine the Company's operations and accounts for the year 2024 as per the Decision of the Company's Audit Committee which was held in accordance with the Communiqué of the Capital Markets Board No: II-17.1 pursuant to the Corporate Governance Principle No. 4.5.9, article 399 of Turkish Commercial Code and article 17/A of the Articles of Association of the Company will be presented to general assembly's approval.

11. Informing the general assembly about the donations and grants made by the Company in 2023;

Total amount of donations and grants made in 2023 is TL 767,641,659.

There will be no voting on this agenda item and this item is for informational purposes only.

12. Informing the general assembly about the guarantees, pledges and mortgages given in favor of third parties and the revenues or interests generated by the Company in 2023,

There will be no voting on this agenda item and this item is for informational purposes only.

Turgut Özal Bulvarı

Information on the guarantees, pledges and mortgages given by the Company in favor of third parties and the income or benefits they have obtained will be read

Our shareholders can also access information on the guarantees, pledges and mortgages given by the Company in favor of third parties and the income or benefit they have obtained from the footnote in the consolidated financial statements of 2023 disclosed to the public in accordance with the board regulations.

The Company's guarantee, pledge and mortgage (GPM) position as at 31 December 2023 is as follows:

GPMs given on behalf of the Company (TL Thousand) 31 December 2023
A. GPMs given on behalf of the Company's legal personality 9,860,744
B. GPMs given in favor of subsidiaries included in full consolidation 1,989,017
C. GPMS given by the Company for the liabilities of 3rd parties in order
to run ordinary course of business
724,562
Total 12,574,323

The Group is purchased by distributor companies within the scope of committed campaigns by the Group loans to be used by distributor companies to finance the purchase of devices to be sold to their customers TL 724,562 thousand has been guaranteed in accordance with Article 128/1 of the Code of Obligations (December 31, 2022: TL 1,770,426 thousand). TL 319,931 thousand of this guarantee is given to Vakıf Faktoring A.Ş.

13. Informing about the share buyback transactions being conducted under the board of directors resolution No. 4 dated 08.02.2023

There will be no voting on this agenda item and this item is for informational purposes only.

Pursuant to Article 4 of the Capital Markets Board's Resolution No. 9/177 dated 14/02/2023 and Article 12/7 of the Communiqué on Repurchased Shares No. II-22.1, information regarding the repurchase transactions within the scope of the Board of Directors Resolution No. 2023/4 will be submitted for the information of the General Assembly.

Turgut Özal Bulvarı

14. Informing the general assembly of the changes that have material impact on the management and the activities of the Company and its subsidiaries and that were realized within the previous fiscal year or being planned for the following fiscal year and of the reasons of such changes, pursuant to the Capital Markets Board Corporate Governance Principle No. 1.3.1 (b);

This agenda item will not be voted on and has only been provided for information purposes.

There are no changes that have material impact on the management and the activities of the Company and its subsidiaries and that were realized within the previous fiscal year or being planned for the following fiscal year. In addition, the public disclosures of material events made by the Company in compliance with relevant legislation are available at the Company's page under www.kap.gov.tr and at the Company's web address of http://www.ttyatirimciiliskileri.com.tr/en-us/announcementsdisclosures/pages/regulatory-disclosures.aspx.

15. Informing the general assembly of the transactions of the controlling shareholders, the board of directors members, the executives who are under administrative liability, their spouses and their relatives by blood and marriage up to the second degree that are performed within the year 2023 relating to make a material transaction which may cause conflict of interest for the Company or the Company's subsidiaries and/or to carry out works within or out of the scope of the Company's operations on their own behalf or on behalf of others or to be a unlimited partner to the companies operating in the same kind of fields of activity in accordance with the Communiqué of the Capital Markets Board No: II-17.1 pursuant to the Corporate Governance Principle No. 1.3.6;

As per the Corporate Governance Principle No: 1.3.6 issued by Capital Markets Board, information regarding any controlling shareholders, board members, senior management, spouses and 2nd degree blood and affinity relatives who engage in activities which may cause conflict of interest with the Company or its subsidiaries, and who participate in commercial activities similar to those conducted by the Company in their own name or on behalf of a third party, or who become a shareholder with unlimited liability and become a member of the boards of enterprises engaging in similar transactions must be submitted to the general assembly. In order to fulfil the requirements of this principle, all transactions which can be classified as outlined above within the previous financial year which come to the attention of the Company must be submitted for the information of the shareholders at the general assembly.

16. Informing the general assembly regarding the "Remuneration Policy" for the board of directors members and the senior executives in accordance with the Capital Markets Board Corporate Governance Principle No:4.6.2;

This agenda item will not be voted on and has only been provided for information purposes.

Turgut Özal Bulvarı

As per the Communiqué on Corporate Governance Principles and obligatory article 4.6.2, the remuneration policy of the members of the board of directors and the senior management shall be in writing and its policy and principals will be submitted to the general assembly's information. The remuneration policy is available at https://www.ttyatirimciiliskileri.com.tr/en-us/corporategovernance/pages/corporate-governance-policies.

17. Discussing and voting for authorizing the board of directors or person(s) designated by the board of directors for company acquisitions to be made by the Company or its subsidiaries until the next ordinary general assembly meeting up to 125 Million Euros which will be separately valid for each acquisition;

The Company and its subsidiaries are open to opportunities, which may contribute to the operations of the group and create synergies as part of the "smart growth" strategy. A general approval from the general assembly is obtained each year due in order to be able to act quickly to be able to utilize the opportunities both at home and abroad.

18. Discussing and voting for authorizing the board of directors to establish special purpose vehicle(s) when required for above mentioned acquisitions;

A need to establish special-purpose vehicles may arise in order to ensure operational convenience for the acquisitions to be made by the Company and its subsidiaries.

19. Resolving on giving permission to the board of directors for performing the works mentioned under article 395 and 396 of Turkish Commercial Code;

The board of directors must have the general assembly's permission to perform their acts within the context of articles 395 and 336 of the Turkish Commercial Code entitled "prohibition of conducting transaction with the Company, to become indebted to the Company" and "non-compete obligation". In order to comply with these regulations, the permission will be put to the vote at the general assembly.

20. Pursuant to the Capital Markets Board's Corporate Governance Communiqué No. II-17.1 and other regulations; approval of the amendment of Article 6 titled "Capital" of the Articles of Association of our Company, provided that the necessary permissions have been obtained from the Capital Markets Board and the Republic of Turkey Ministry of Trade;

Pursuant to the decision of our Company's Board of Directors dated 30.04.2024, the issue of amending Article 6 of the Articles of Association titled "Capital" will be submitted to the approval of the General Assembly in accordance with the Turkish Commercial Code, the Capital Markets Board's Corporate Governance Communiqué No. II-17.1 and other regulations, and provided that the necessary permissions have been obtained from the Capital Markets Board and the Ministry of Commerce. The

Turgut Özal Bulvarı

draft amendment (Annex-2) regarding the said amendments is attached to the information document and the adoption of the said amendments is subject to the approval of the Capital Markets Board and the Ministry of Trade.

21. Comments and closing.

ANNEX- 1 - Dividend Distribution Table for 2023

2- Amendment of the Articles of Association Board of Directors Resolution and Draft Amendment

Turgut Özal Bulvarı

Annex 1 – 2023 Dividend Distribution Table

2023 DIVIDEND DISTRIBUTION TABLE OF TÜRK TELEKOMÜNİKASYON A.Ş. (TL)
1) Paid / Issued Capital 3,500,000,000
2) Total Legal Reserves (in accordance with statutory records) 700,068,480
If there is information about privilege in dividend distribution in accordance with the AoA
DISTRIBUTION OF THE PROFIT FOR THE PERIOD Acc. to CMB Acc. to Statutory
Records (SR)
3) Profit for the Year 3,430,234,000.00
4) Tax Expenses (-) -12,991,318,000.00
5) Net Profit for the Period (=) (3-4) 16,421,552,000.00
6) Prior Years' Losses (-) 0.00
7) General Legal Reserves (-) ((5SR-6SR)*0,05) O
8) NET DISTRIBUTABLE PROFIT (=) (5-6-7) 16,421,552,000.00
9) Donations made during the year (+) 767,641,659.00
Net disributable profit including donations that is
10) the base of calculation of first legal reserves
(8+9) 17,189,193,659.00
11) First Dividend
- Cash
- Share
- Total
((1 or 10) *the
rate determined
by th Company)
0.00
12) Dividend paid to preference shares (Amount of the
dividend for
privileged
shareholders in
accordance with
the articles of
As sociation)
0
13) Dividend paid to
- the Board Member
- Employees
- person other than shareholders
O
14) Dividend paid to redeemed share owners
15) Second Dividend 0.00
16) General Legal Reserves ((11+12+13+14+15+
20)-(G4*0,05))/10
0.00
17) Status Reserves 0
18) Special Reserves O
19) EXTRA ORDINARY RESERVES 5-
(6+7+11+12+13+14
+15+16+17+18)
16,421,552,000.00
20) Other Distributable Sources 0.00 0

ANNEX -2

Turgut Özal Bulvarı

Board of Directors Resolution on the amendment of the Articles of Association dated 30.04.2024, Pursuant to Article 390/4 of the Turkish Commercial Code, the Board of Directors of our Company has resolved on the above-mentioned date on the following matters:

1. Pursuant to the Capital Markets Board's Communiqué on Corporate Governance No. II-17.1 ("Communiqué") and other regulations, approval of the amendment of Article 6 titled "Capital" of the Articles of Association of our Company, provided that the necessary permissions have been obtained from the Capital Markets Board and the Ministry of Customs and Trade of the Republic of Turkey;

2. To make all necessary applications and to carry out all necessary work and transactions before the Capital Markets Board and the Republic of Turkey Ministry of Customs and Trade for the amendments to the Articles of Association;

TÜRK TELEKOMÜNİKASYON ANONİM ŞİRKETİ AMENDMENT TO THE ARTICLES OF ASSOCIATION

CAPITAL

Article 6.

The capital of the Company is TL 3.500.000.000 (three billion five hundred million Turkish Liras) and is fully paid-up. This capital is divided into 350.000.000.000 (three hundred and fifty billions) shares each having a nominal value of Kr 1 (one) (TL 0.01) as set out below:

CAPITAL
Article 6.

The capital of the Company is TL 3.500.000.000 (three billion five hundred million Turkish Liras) and is fully paid-up. This capital is divided into 350.000.000.000 (three hundred and fifty billions) shares each having a nominal value of Kr 1 (one) (TL 0.01) as set out below:

GROUP SHAREHOLDER
NAME
CAPITAL
AMOUNT
(TL)
TYPE NUMBER
OF
SHARES
PERCENTAGE
TO
THE
CAPITAL
A Levent
Yapılandırma
Yönetimi A.Ş.
1,925,000,
000.00
Registe
red
192,500,000,0
00
55%
B Treasury 875,011,8
84.975
Bearer 87,501,188,49
7.50
25%
B Türkiye Wealth
Fund
174,988,1
15.015
Bearer 17,498,811,50
1.50
5%
C Treasury 0.01 Registe
red
1 -
D Open to public 525,000,0
00.00
Bearer 52,500,000,00
0
15%
GROUP SHAREHOLDER
NAME
CAPITAL
AMOUNT
(TL)
TYPE NUMBER
OF
SHARES
PERCENTA
GE TO THE
CAPITAL
A Türkiye
Wealth Fund
1,925,000,
000.00
Registered 192,500,000,0
00
55%
B Treasury 875,011,88
4.975
Bearer 87,501,188,49
7.50
25%
B Türkiye
Wealth Fund
174,988,11
5.015
Bearer 17,498,811,50
1.50
5%
C Treasury 0.01 Registered 1 -
D Open to
public
525,000,00
0.00
Bearer 52,500,000,00
0
15%

Turgut Özal Bulvarı

The capital increases shall be realized as follows: group A shares shall be issued for group A shareholders, and group B shares shall be issued for group B shareholders, and group D shares shall be issued for group D shareholders pro rata to their shares. In case of a capital increase by way of issuing new share certificates in return for cash, the shareholders are entitled to preemptive rights pro rata to their current shares, within the framework of the provisions of the Turkish Commercial Code, unless otherwise resolved by the General Assembly.

Following the public offering of the Company, the Company shall comply with the provisions of the Capital Markets regulations and the principles for the dematerialization of the share certificates, with regards to the form of the share certificates regarding the shares to be issued.

Subject to Article 6/A below, all Shares of Turk Telekom can be transferred except for one privileged (golden) share of Group C. For the purpose of protecting the national interest in issues of national security and the economy, the following actions and resolutions cannot be taken without the affirmative vote of the holder of the C Group Privileged Share at either a meeting of the board of directors or the General Assembly. Otherwise, such transactions shall be deemed invalid.

a. any proposed amendments to the Articles of Association; b. the transfer of any registered Shares in the Company which would result in a change in the management control of the Company;

c. the registration of any transfer of registered shares in the Company's shareholders' ledger.

Pursuant to Article 8(d) below, the holder of the C Group Privileged Share appoints one member representing the Privileged Share, to the Board of Directors of Turk Telekom. The C Group Privileged Share owner cannot participate in capital increases.

On condition that all of the financial rights stemming from the public's shareholder status remain on the Treasury, the rights and competences based on the Treasury's shareholder status such as right of vote, management, representation and control are exercised by Ministry of Transport and Infrastructure.

The capital increases shall be realized as follows: group A shares shall be issued for group A shareholders, and group B shares shall be issued for group B shareholders, and group D shares shall be issued for group D shareholders pro rata to their shares. In case of a capital increase by way of issuing new share certificates in return for cash, the shareholders are entitled to preemptive rights pro rata to their current shares, within the framework of the provisions of the Turkish Commercial Code, unless otherwise resolved by the General Assembly.

Following the public offering of the Company, the Company shall comply with the provisions of the Capital Markets regulations and the principles for the dematerialization of the share certificates, with regards to the form of the share certificates regarding the shares to be issued.

Subject to Article 6/A below, all Shares of Turk Telekom can be transferred except for one privileged (golden) share of Group C. For the purpose of protecting the national interest in issues of national security and the economy, the following actions and resolutions cannot be taken without the affirmative vote of the holder of the C Group Privileged Share at either a meeting of the board of directors or the General Assembly. Otherwise, such transactions shall be deemed invalid.

a. any proposed amendments to the Articles of Association; b. the transfer of any registered Shares in the Company which would result in a change in the management control of the Company;

c. the registration of any transfer of registered shares in the Company's shareholders' ledger.

Pursuant to Article 8(d) below, the holder of the C Group Privileged Share appoints one member representing the Privileged Share, to the Board of Directors of Turk Telekom. The C Group Privileged Share owner cannot participate in capital increases.

On condition that all of the financial rights stemming from the public's shareholder status remain on the Treasury, the rights and competences based on the Treasury's shareholder status such as right of vote, management, representation and control are exercised by Ministry of Transport and Infrastructure.

ORDINARY GENERAL ASSEMBLY MEETING OF THE YEAR 2023 PROXY SAMPLE

TO TÜRK TELEKOMÜNİKASYON A.Ş. GENERAL ASSEMBLY

I, the undersigned, hereby appoint, empower and delegate Mr./Mrs. […………………………………………..], as identified in details herein below, as my proxy holder fully authorized to represent me/us, and vote and make proposals and sign the necessary documents on behalf of me/us in accordance with the instructions given below, in the Ordinary General Assembly Meeting of Türk Telekomünikasyon A.Ş. for the year 2023 to be held on 05.06.2024 at 14:00, at the address of Türk Telekomünikasyon A.Ş. Genel Müdürlük Kültür Merkezi, Turgut Özal Bulvarı 06103 Aydınlıkevler/Ankara.

The Proxy Holder's (*):

Name & Surname / Trade Name:

TR ID Number / Tax ID Number, Trade Registry and Number and MERSIS Number:

(*) For foreign proxy holders the equivalents, if any, of such information should be provided.

A. SCOPE OF THE POWER OF REPRESENTATION:

Scope of the power of representation should be determined by choosing one of the options (a), (b) and (c) for the sections 1 and 2 herein below.

1. On the topics included in the agenda of the general assembly meeting:

  • a) Proxy holder is authorized to vote in line with his/her own opinions.
  • b) Proxy holder is authorized to vote in line with proposals of the corporation management.
  • c) Proxy holder is authorized to vote in line with proposals of the corporation management.

Instructions:

If the shareholder chooses the option (c), instructions on the relevant agenda topic are given by marking one of the options (acceptance or rejection) shown beside the relevant agenda topic and if the 'rejection' option is chosen, by stating the dissention requested to be included in the minutes of the general assembly meeting.

No Agenda Items (*) Accept Reject Dissention
1 Opening and election of the chairmanship committee,
2 Authorising the chairmanship committee to sign the minutes of
the general assembly meeting and the list of attendees,
3 Reading the board of directors annual report for the year 2023,
4 Reading the auditor's report for the year 2023,
5 Reading, discussing and approving the balance sheet and
profit/loss accounts for the year 2023,
6 Releasing each member of the board of directors for the
operations and transactions of the Company during 2023,
7 Pursuant to Article 363 of the Turkish Commercial Code;
submitting the election of temporary members of the Board of
Directors to the approval of the General Assembly,
8 Defining the salaries of the members of the board of directors,
9 Resolving on the distribution of profit,
10 Election of the auditor for the purpose of auditing the
Company's operations and accounts for the year 2024,
pursuant to Article 399 of Turkish Commercial Code and article
17/A of the articles of association of the Company,
11 Informing the general assembly about the donations and aids
executed in 2023
12 Informing the general assembly about the guarantees, pledges
and mortgages given in favour of third parties and the revenues
or interests generated by the Company in 2023,
13 Informing
about
the
share
buyback
transactions
being
conducted under the board of directors' resolution No. 4 dated
08.02.2023
14 Informing the general assembly of the changes that have
material impact on the management and the activities of the
Company and its subsidiaries and that were realized within the
previous fiscal year or being planned for the following fiscal
year and of the reasons of such changes, pursuant to the of
Capital
Markets
Board
Corporate
Governance
Principle
No:1.3.1 (b),
15 Informing the general assembly of the transactions of the
controlling shareholders, the board of directors members, the
executives who are under administrative liability, their spouses
and their relatives by blood and marriage up to the second
degree that are performed within the year 2023 relating to
make a material transaction which may cause conflict of
interest for the Company or Company's subsidiaries and/or to
carry out works within or out of the scope of the Company's
operations on their own behalf or on behalf of others or to be
a unlimited partner to the companies operating in the same
kind of fields of activity in accordance with the Capital Markets
Board Corporate Governance Principle No:1.3.6,
16 Informing the general assembly regarding the "Remuneration
Policy" for the board of directors' members and the senior
executives in accordance with the Capital Markets Board
Corporate Governance Principle No:4.6.2,
17 Discussing and voting for authorizing the board of directors or
person(s) designated by the board of directors for company
acquisitions to be made by the Company or its subsidiaries until
the next ordinary general assembly meeting up to 125 Million
Euros which will be separately valid for each acquisition,
18 Discussing and voting for authorizing the board of directors to
establish special purpose vehicle(s) when required for above
mentioned acquisitions,
19 Resolving on giving permission to the members of the Board of
Directors for performing the works mentioned under article
395 and 396 of Turkish Commercial Code,
20 Pursuant to the Capital Markets Board's Corporate Governance
Communiqué No. II-17.1 and other regulations; approval of the
amendment of Article 6 titled "Capital" of the Articles of
Association of our Company, provided that the necessary
permissions have been obtained from the Capital Markets
Board and the Republic of Turkey Ministry of Trade,
21 Comments and Closing.

(*) The agenda items that are provided for information purposes shall not be voted. If the minority proposes a separate draft decision, it is also given separately for the sake of voting by proxy holder.

2. Special instructions on other issues that may raise during the general assembly meeting and particularly regarding use of minority rights:

  • a) Proxy holder is authorized to vote in line with his/her own opinions.
  • b) Proxy holder is not authorized to represent on these issues.
  • c) Proxy holder is authorized to vote in line with the special instructions stated below.

SPECIAL INSTRUCTIONS: Special instructions, if any, of the shareholder to the proxy holder are stated herein.

Shareholder indicates the shares requested to be represented by the proxy holder by marking one of the following options.

1. I approve the representation by the proxy holder of my shares as detailed below

  • (a) Rank and Serial:(*)
  • (b) Number / Group:(**)
  • (c) Quantity / Nominal Value:
  • (d) Whether privileged in voting or not:
  • (e) Registered/Bearer:*
  • (f) Ratio to total shares/voting rights held by shareholder:
  • (*) This information is not requested for dematerialized shares.

(**) Information on group, if any, rather than number will be given for dematerialized shares.

2. I approve the representation by the proxy holder of all of my shares shown in the list of shareholders eligible for attending the general assembly meeting, which is prepared by the Central Registry Agency one day before the date of general assembly meeting

SHAREHOLDER'S NAME & SURNAME or TITLE (*)

T.R. Identity No./Tax Identity No., Trade Registry and Number, and MERSIS Number:

Address:

(*) For foreign proxy holders, the equivalents, if any, of such information should be provided.

SIGNATURE

_______________

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