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ANADOLU EFES BİRACILIK VE MALT SANAYİİ A.Ş.

AGM Information Jan 21, 2025

5888_rns_2025-01-21_368a7f00-7abc-41ae-b0e9-1b259b9a6137.pdf

AGM Information

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ANADOLU EFES BİRACILIK VE MALT SAN. A.Ş.

INVITATION TO EXTRAORDINARY GENERAL ASSEMBLY

December 25, 2024 – In its meeting dated 25.12.2024, our Board of Directors resolved to hold the Extraordinary General Assembly Meeting on January 21, 2025 Tuesday at 13:00 at the address "Fatih Sultan Mehmet Mahallesi Balkan Caddesi No:58 Buyaka E Blok Kat:1 34771 Ümraniye / İstanbul" with the agenda set forth below; to make the related announcement and to take all the necessary steps as required by the Turkish Commercial Code, the Articles of Association as well as other related regulations to materialize and finalize the meeting.

A General Assembly Meeting Information Document will be available for the review of our shareholders at our Company offices and our website at www.anadoluefes.com 21 days prior to the meeting.

Extraordinary General Assembly Meeting Agenda

    1. Opening of the meeting and establishment of the Board of the Assembly,
    1. Reading and discussing the authorization letter from the Capital Markets Board and the Republic of Türkiye Ministry of Trade, along with the attached amendment text to Article 7, titled "Capital," of the Company's Articles of Association, received for the purpose of increasing the registered capital ceiling and extending its validity period, and submitting the amendment to Article 7 for the approval of the General Assembly,
    1. Petitions and requests.

We hereby declare that our above statements are in conformity with the principles included in the Capital Markets Board's Communiqué on Material Events, that they fully reflect the information we have acquired, that the information complies with our books, records and documents, that we have made our best effort to fully and accurately obtain all information regarding the matter and that we are responsible for this disclosure made hereby.

This is an English translation of the original official public disclosure made by Anadolu Efes in Turkish through the Public Disclosure Platform (www.kap.org.tr), for information purposes only. In the event of any discrepancy between this translation and the original Turkish disclosure, the original Turkish disclosure shall prevail. Anadolu Efes makes no warranties or representations about the accuracy or completeness of the English translation and assumes no liability for any errors, omissions or inaccuracies that may arise from use of this translation.

For further information regarding Anadolu Efes, please visit our website at http://www.anadoluefes.com/ or you may contact;

Aslı Kılıç Demirel Nihal Tokluoğlu Tel: 90 216 586 80 72 Tel: 90 216 586 80 09

(Investor Relations & Risk Management Director) (Investor Relations & Risk Management Supervisor) E-mail: [email protected] E-mail: [email protected]

APPENDIX: Draft Text for Revision of Articles of Association

PREVIOUS TEXT NEW TEXT
CAPITAL CAPITAL
ARTICLE 7 ARTICLE 7
The Company has accepted the registered capital system in The Company has accepted the registered capital system in
accordance with the provisions of the Capital Market Law, accordance with the provisions of the Capital Market Law, and
and has shifted to this system by a permission, ref. 308, has shifted to this system by a permission, ref. 308, dated
dated 25.06.1992, of the Capital Markets Board. The 25.06.1992, of the Capital Markets Board. The Company has
Company has a registered capital ceiling of TL 900,000,000- a registered capital ceiling of TL 10,000,000,000.-(ten billion
(nine hundred million Turkish Liras). Turkish Liras).
Company's issued capital is TL 592,105,263 (five hundred Company's issued capital is TL 592,105,263 (five hundred
ninety two million one hundred five thousand two hundred ninety two million one hundred five thousand two hundred
sixty three Turkish Liras) and the issued capital has fully sixty three Turkish Liras) and the issued capital has fully been
been paid in cash free of any collusion. paid in cash free of any collusion.
Company's capital is comprised of 592,105,263 shares each
with a nominal value of 1 (one) TL. 142,105,263 of the
shares are owned by SABMiller Harmony Limited and are
registered shares, while 450,000,000 of the shares are
bearer shares.
Company's capital is comprised of 592,105,263 shares each
with a nominal value of 1 (one) TL. 142,105,263 of the shares
are owned by SABMiller Harmony Limited and are registered
shares, while 450,000,000 of the shares are bearer shares.
New shares cannot be issued unless the price of the issued New shares cannot be issued unless the price of the issued
shares is paid by being fully sold. Shares representing the shares is paid by being fully sold. Shares representing the
capital are monitored on registered basis in accordance with capital are monitored on registered basis in accordance with
registry principles. registry principles.
Except for the cases specified below, each shareholder is
entitled to claim new shares issued, pro rata their shares in
the
capital.
In
capital
increases
realized
through
shareholder's equity, new shares will be allocated to the
existing shareholders pro rata their shares in the capital.
Except for the cases specified below, each shareholder is
entitled to claim new shares issued, pro rata their shares in
the capital. In capital increases realized through shareholder's
equity, new shares will be allocated to the existing
shareholders pro rata their shares in the capital.
In conformity with the relevant provisions of the Capital In conformity with the relevant provisions of the Capital Market
Market Law and relevant legislation, if required, the Law and relevant legislation, if required, the Company is
Company is authorized to increase its issued capital by authorized to increase its issued capital by issuing new shares
issuing new shares up to the registered capital ceiling, to up to the registered capital ceiling, to restrict the shareholder's
restrict the shareholder's right to purchase new shares and right to purchase new shares and to issue new shares which
to issue new shares which are above the nominal values. are above the nominal values. Right to purchase new shares
Right to purchase new shares can not be used in a way that can not be used in a way that will cause inequalities between
will cause inequalities between shareholders. shareholders.
The permission by the Capital Markets Board for the The permission by the Capital Markets Board for the
registered capital ceiling is valid for the years between 2021- registered capital ceiling is valid for the years between 2024-
2025 (five years). Even if the previously set capital ceiling is 2028 (five years). Even if the previously set capital ceiling is
not reached as the end of year 2025, in order for the Board not reached as the end of year 2028, in order for the Board of
of Directors to increase capital, a new permission for a Directors to increase capital, a new permission for a registered
registered capital ceiling, either at the previously permitted capital ceiling, either at the previously permitted amount or for
amount or for a higher amount, should be taken from the a higher amount, should be taken from the Capital Markets
Capital Markets Board as per a decision of the General Board as per a decision of the General Assembly. If the
Assembly. If the authorization of the Capital Markets Board authorization of the Capital Markets Board is not obtained,
is not obtained, then the Company can not increase capital then the Company can not increase capital by a Board
by a Board Resolution. Resolution.
Capital of the company can be increased or decreased in Capital of the company can be increased or decreased in
accordance with the Turkish Commercial Code and Capital accordance with the Turkish Commercial Code and Capital
Markets regulations when necessary. Markets regulations when necessary.

For further information regarding Anadolu Efes, please visit our website at http://www.anadoluefes.com/ or you may contact;

Aslı Kılıç Demirel Nihal Tokluoğlu (Investor Relations & Risk Management Director) (Investor Relations & Risk Management Supervisor) Tel: 90 216 586 80 72 Tel: 90 216 586 80 09

E-mail: [email protected] E-mail: [email protected]

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