PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET A.Ş.

Proxy Solicitation & Information Statement • May 8, 2024

POWER OF ATTORNEY

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 Penta Teknoloji Ürünleri Dağıtım Ticaret A.Ş. that will be held on 13/06/2024 at 11:00, at address 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 Number:

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

Note: The power of attorney must be notarized.

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:

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

3. b) The attorney is authorized to vote on proposals of the attorney partnership management.
4. 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.	Election of new members of the Board of Directors,
	determination of their terms of office and
	remuneration,
8.	Discussing and determining the proposition of the
	Board of Directors for dividend distribution,
9.	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.

• 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.

1. I hereby confirm that the attorney represents all my shares on the list, prepared by 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 Number: Address:

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

SIGNATURE

CERTIFICATE OF REPRESENTATION

PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET A.Ş. To the Chairman of the General Assembly Meeting

/ /2024

We are the shareholder of PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET A.Ş. which will have its Ordinary General Assembly held on 13/06/2024 at 11:00 at address "Kısıklı Mah. Ferah Cad. No:1 B.Çamlıca Üsküdar/İstanbul" and …………………………… (TC: ) have been authorized to represent our company, to vote, to make proposals and to sign the necessary documents, in line with the suggestions of the company management, in the Ordinary General Assembly meeting and in the second meeting to be held in case the meeting quorum is not reached.

SHAREHOLDER'S Title : Trade Register : Address :

HELD IN PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET ANONİM ŞİRKETİ

Capital Amount : Number of Shares : Number of Votes :