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KUZEY BORU A.Ş.

AGM Information Apr 5, 2024

9001_rns_2024-04-05_329e9228-2f8c-4724-b87a-63d2f22e6892.pdf

AGM Information

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KUZEY BORU A.Ş.

FROM THE PRESIDENCY OF THE BOARD OF DIRECTORS

INVITATION TO THE ORDINARY GENERAL BOARD MEETING DATED 29 APRIL 2024

The Ordinary General Board of Directors Meeting of our Company for the 2023 operating year will be held on Monday, April 29, 2024, at 14:00, at the Company Headquarters at Kırımlı Organize Sanayi Bolgesi Mahallesi Mehmetçik Bulvarı No:2 Merkez/Aksaray, and the following topıc of the day items will be discussed.

Shareholders of our company will be able to attend the Ordinary General Board Meeting in person or through their representatives, either physically or electronically.

Participating in the meeting electronically; Central Registry Agency Inc. It will be held through the Electronic General Board System ("e-GKS") provided by ("MKK"). Shareholders who will transact on e-GKS must first register with MKK's Investor Information Center and also have a secure electronic signature or mobile signature. Shareholders or their representatives who wish to participate in the meeting electronically are required to comply with the "Regulation on General Assemblies to be Held Electronically in Joint Stock Companies" published in the Official Gazette dated 28 August 2012 and numbered 28395 and the "On General Assemblies of Joint Stock Companies" published in the Official Gazette dated 29 August 2012 and numbered 28396. They must fulfill their obligations in accordance with the provisions of the "Communiqué on the Electronic General Board System to be Applied".

Shareholders who will attend the general Board electronically via the Electronic General Board System can obtain information about the procedures and principles regarding participation, appointment of representatives, making suggestions, expressing opinions and voting from MKK's website (https://egk.mkk.com.tr). .

Participate physically in the General Board meeting;

• Identities of real person shareholders,

• Legal entity shareholders, identities and authorization documents of the persons authorized to represent and bind the legal entity,

  • Representatives of real and legal persons, identity documents and representation documents,
  • Representatives authorized through the Electronic General Board System must submit their identities.

They can participate by presenting and signing the list of those present.

Shareholders who will attend the meeting by proxy are required to fulfill the requirements set out in the Capital Markets Board's Communiqué on Proxy Voting and Proxy Collection No. II-30.1, and submit their notarized power of attorney in accordance with the example below. The power of attorney sample in question is also available at our Company headquarters and in the "Investor Relations" section of the Company's corporate website. Powers of attorney that do not comply with the sample power of attorney attached to the General Board Invitation Announcement, which is required by the Capital Markets Board within the framework of the above Communiqué, will not be accepted at the general assembly.

The proposal of the Board of Directors regarding the Management and Independent Auditing Firm Reports, Financial Statements and Profit Distribution of our Company for the 2023 Activity Year can be made at least three weeks before the General Board meeting date, from the Electronic General Board System, on the website Kuzeyboruyatirimciiliskileri.com and on the website www.kuzeyboru.com.tr. It

will be accessible from the "Investor Relations" page and will also be available for inspection by the partners at the Company Headquarters.

At the Ordinary General Board Meeting, open voting by show of hands will be used, provided that the provisions of electronic voting are reserved for voting on the topıc of the day items.

All rights and stakeholders, as well as press and media organs, are invited to our General Board meeting.

It is submitted for the information of our esteemed shareholders.

BOARD OF DIRECTORS

TOPICS OF DAY KUZEY BORU ANONİM ŞİRKETİ'S ORDINARY GENERAL BOARD MEETING DATED 29 APRIL 2024

  1. Opening and Meeting moderator selection

  2. Reading and discussing the Activity Report of the Board of Directors for the 2023 accounting period

  3. Reading the Summary of the Independent Audit Report for the 2023 accounting period

  4. Reading, discussing and approving the Financial Statements for the 2023 accounting period

  5. Discharge of the members of the Board of Directors individually for the activities of the company in 2023

  6. Discussion, acceptance, acceptance with modification or rejection of the Board of Directors' proposal regarding profit distribution for the 2023 accounting period.

  7. Determination of the number of members of the Board of Directors and their terms of office, election according to the determined number of members, election of independent board members

  8. Determining and deciding on the monthly gross salaries of the members of the Board of Directors and all financial rights such as attendance fees.

  9. Approval of the selection of the Independent Audit Firm that will serve in the 2024 fiscal year, proposed by the Board of Directors, in accordance with the Communiqué on Independent Auditing Standards in the Capital Markets published by the Capital Markets Board and the Turkish Commercial Code,

  10. Discussing and submitting for approval the Company's "Sponsorship, Donation and Aid Policy" regarding the donations and aid to be made by the Company to foundations and associations for social aid, which was established in accordance with the Capital Markets Board regulations and Corporate Governance Principles.

  11. Discussing and submitting for approval the "Profit Distribution Policy" created within the framework of the Capital Markets Board regulations.

  12. Providing information and discussing the "Remuneration Policy" determined for the Board members and Senior Managers in accordance with the Capital Markets Board regulations and Corporate Governance Principles

  13. Providing information to shareholders about the Company's "Information Policy" established within the framework of the Capital Markets Board's Special Circumstances Communiqué No. II-15.1

  14. Providing information about the Company's donations and aids for 2023 and determining the upper limit for donations and aids for 2024

  15. Shareholders who control the management, members of the Board of Directors, senior executives and their spouses and relatives by blood and marriage up to the second degree; Granting permission within the framework of Articles 395 and 396 of the Turkish Commercial Code

  16. Providing information about the income and benefits obtained from the guarantees, pledges, mortgages and guarantees given by the Company in favor of third parties in 2023, in accordance with the Capital Markets Board regulations.

  17. Acceptance, acceptance by amendment or rejection of the "General Board Internal Directive" proposal, which includes the rules regarding the working principles and procedures of the General Assembly, by the Board of Directors.

LETTER OF ATTORNEY

KUZEY BORU A.Ş. TO THE PRESIDENCY OF THE BOARD OF DIRECTORS

In line with the views I have stated below, you are welcome to represent me and vote at the 2023 Ordinary General Board Meeting of Kuzey Boru A.Ş., which will be held on Monday, April 29, 2024, at 14:00, at the address of Kırımlı Organize Sanayi Bolgesi Mahallesi Mehmetçik Bulvarı No:2 Merkez Aksaray Turkey. , authorized to make an offer and sign the necessary documents, as described in detail below. ……………………………………… I appoint ...... as my representative.

Attorney's (*);

Name Surname/Trade Name:

T.R. Identity Number/Tax Number, Trade Registry and Number and MERSİS number:

(*) For foreign representatives, it is mandatory to submit equivalent information, if any.

A) Scope of Representation Authority

For sections 1 and 2 given below, the scope of the representation authority must be determined by choosing one of the options (a), (b) or (c).

1.About the Issues on the topıc of the General Assembly;

a) The proxy is authorized to vote in line with his own opinion.

b) The proxy is authorized to vote in line with the recommendations of the partnership management.

c) The proxy is authorized to vote in accordance with the instructions set out in the table below.

Instructions:

If option (c) is selected by the shareholder, instructions specific to the topıc item are given by marking one of the options given opposite the relevant general Board topıc item (acceptance or rejection) and in case the rejection option is selected, the dissenting opinion requested to be written in the general Board minutes, if any, is given.

Topıc of the day Articles (*) Accept Rejection Dissenting
Rejection Comment
1. Opening and Meeting moderator selection
2. Reading and discussing the Activity Report of the Board
of Directors for the 2023 accounting period
3. Reading the Summary of the Independent Audit Report
for the 2023 accounting period
4. Reading,
discussing
and
approving
the
Financial
Statements for the 2023 accounting period
5. Discharge of the members of the Board of Directors
individually for the company's activities in 2023
6. Discussion, acceptance, acceptance with modification or
rejection of the Board of Directors' proposal regarding
profit distribution for the 2023 accounting period.
7. Determination of the number of members of the Board of
Directors and their terms of office, election according to
the
determined
number
of
members,
election
of
independent board members
8. Determining and deciding on the monthly gross salaries of
the members of the Board of Directors and all financial
rights such as attendance fees.
9. Approval of the selection of the Independent Audit Firm
that will serve in the 2024 fiscal year, recommended by
the
Board
of
Directors,
in
accordance
with
the
Communiqué on Independent Auditing Standards in the
Capital Markets published by the Capital Markets Board
10. and the Turkish Commercial Code,
Discussing and submitting for approval the Company's
"Sponsorship, Donation and Aid Policy" regarding the
donations and aid to be made by the Company to
foundations and associations for social aid purposes,
which was established in accordance with the Capital
Markets Board regulations and Corporate Governance
Principles.
11. Discussing and submitting for approval the "Profit
Distribution Policy" established within the framework of
the Capital Markets Board regulations.
12. Providing information and discussing the "Remuneration
Policy" determined for the Board members and Senior
Managers in accordance with the Capital Markets Board
regulations and Corporate Governance Principles.
13. Informing
shareholders
about
the
Company's
"Information Policy" established within the framework of
the Capital Markets Board's Special Circumstances
Communiqué numbered II-15.1
14. Providing
information
about
the
Company's
2023
donations and aid and determining the upper limit for
2024 donations and aid.
15. Shareholders who control the management, members of
the Board of Directors, senior managers and their spouses
and relatives by blood or marriage up to the second
degree; Granting permission within the framework of
Articles 395 and 396 of the Turkish Commercial Code
16. In accordance with the Capital Markets Board regulations,
providing information about the income and benefits
obtained from the guarantees, pledges, mortgages and
guarantees given by the Company in favor of third parties
in 2023
17.
Acceptance, acceptance by amendment or rejection of the
"General Board Internal Directive" proposal by the Board
of Directors, which includes the rules regarding the
working
principles
and
procedures
of
the
General
Assembly,

* There is no voting on informational items.

2. Special instructions regarding other issues that may arise at the General Board meeting and especially regarding the exercise of minority rights:

a) The proxy is authorized to vote in line with his own opinion.

b) The attorney is not authorized to represent on these matters.

c) The proxy is authorized to vote in accordance with the special instructions below.

Special Instructions; Special instructions, if any, to be given by the shareholder to the proxy are stated here.

B) The shareholder indicates the shares he wants the proxy to represent by choosing one of the options below.

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

a) Quantity-Nominal value:

b) Whether there is a voting privilege or not:

c) Ratio of shareholder to total shares/voting rights:

2. I approve the representation by proxy of all my shares in the list of shareholders who can attend the general board of directors prepared by MKK one day before the general board of dırectors day.

SHAREHOLDER:

Name Surname/Trade Name (*):

TR Identity Number/Tax Number, Trade Registry and Number and MERSİS number:

Address:

(*) For foreign shareholders, it is mandatory to submit equivalent information, if any.

Signature:

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