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ANADOLU EFES BİRACILIK VE MALT SANAYİİ A.Ş.

Proxy Solicitation & Information Statement Dec 25, 2024

5888_rns_2024-12-25_acaeaac6-65c0-48d9-8d4f-bebd846d03e2.pdf

Proxy Solicitation & Information Statement

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PROXY FORM FOR THE EXTRAORDINARY GENERAL ASSEMBLY MEETING ANADOLU EFES BİRACILIK VE MALT SANAYİİ A.Ş. To the Chair of the General Assembly of Shareholders

I hereby appoint............................................................................... as my proxy authorized to represent me, to vote and make proposals in line with the views I express herein below and sign the required papers at the Extraordinary General Assembly of Anadolu Efes Biracılık ve Malt Sanayii A.Ş. that will convene on January 21, 2025 Tuesday, at 13:00 at the address of "Fatih Sultan Mehmet Mahallesi Balkan Caddesi No:58 Buyaka E Blok Kat:1 34771 Ümraniye / İstanbul".

The Attorney's(*): Name Surname/ Trade Name: TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number: (*) Foreign attorneys should submit the equivalent information mentioned above.

A) SCOPE OF REPRESENTATIVE POWER

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:

a) The attorney is authorized to vote according to his/her opinion.
b) The attorney is authorized to vote on proposals of the attorney partnership management.
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 of the meeting and establishment of the Board of
the Assembly
2. 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
3. Petitions and requests.

(*)No voting on the informative items. If the minority has another draft resolution, necessary arrangements should be made to enable them vote by proxy.

2. 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.

B) 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 and 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.

2. I hereby confirm that the attorney represents all my shares on the list, prepared by MKK (Central Registry Agency) 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 (Central Registration System) Number: Address:

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

SIGNATURE

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

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