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ATLANTİS YATIRIM HOLDİNG A.Ş.

Pre-Annual General Meeting Information Sep 25, 2025

8747_rns_2025-09-26_28db16e3-8fb4-4e72-a0a9-917097485d26.pdf

Pre-Annual General Meeting Information

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ATLANTIS YATIRIM HOLDING INC. BOARD OF DIRECTORS ANNOUNCEMENT

INVITATION TO THE SECOND 2024 ORDINARY GENERAL ASSEMBLY MEETING DATED 31.10.2025

The 2024 Ordinary General Assembly Meeting of our Company, during which the activities for the year 2024 and the issues stated in the agenda below will be discussed, will be held on FRIDAY, OCTOBER 25, 2025, at 15:00, at the address Bostancı Mah. Bağdat Cad. Çatalçeşme Palas B Blok No:478, İç Kapı No:16, Kadıköy – ISTANBUL.

The financial statements for the 2024 fiscal year, the annual activity report of the Board of Directors, the independent audit report and opinion, the profit distribution proposal of the Board of Directors, the articles of association and other necessary disclosures required by regulations, as well as the detailed Information Document containing necessary disclosures in accordance with the regulations of the Capital Markets Board, will be made available for our esteemed shareholders' review three weeks prior to the meeting at the Company headquarters, on the Company's corporate website at www.atlantisholding.com.tr, and in the Electronic General Assembly system of the Central Registry Agency (MKK), within the legal timeframe.

In accordance with Article 415, paragraph 4 of the Turkish Commercial Code No. 6102 and Article 30, paragraph 1 of the Capital Markets Law No. 6362, the right to attend and vote at the general assembly is not subject to the condition of depositing share certificates. Accordingly, shareholders are not required to block their shares in order to attend the meeting. However, shareholders whose identity and shareholding information are not visible to the Company due to restrictions and who wish to attend the General Assembly must apply to the intermediary institutions where their accounts are held and ensure the removal of such restrictions by 16:30 on the day before the meeting at the latest.

Individual shareholders may attend the meeting by presenting valid identification. Corporate shareholders must present the IDs of their authorized representatives and relevant authorization documents. Those who will attend the meeting by proxy must issue a power of attorney in accordance with the sample form provided below or obtain a power of attorney form from our Company headquarters or from our website www.atlantisholding.com.tr. In accordance with the Capital Markets Board Communiqué No. II-30.1 on Proxy Voting and Collection of Proxies by Way of Call published in the Official Gazette dated December 24, 2013, and numbered 28861, proxies must be submitted together with notarized signature declarations or must be notarized. If the proxy has been appointed electronically via the Electronic General Assembly System, submission of a physical power of attorney is not required. Proxies that are not in compliance with the mandatory format as per the Communiqué and as attached will not be accepted due to our legal responsibility.

In accordance with Article 1527/5 of the Turkish Commercial Code No. 6102 and related regulations, the Electronic General Assembly System (EGKS) has become mandatory for publicly traded companies, allowing shareholders to participate in the general meeting electronically, vote, and appoint proxies. To carry out actions through EGKS, shareholders must first register with the e-MKK Information Portal of the Central Registry Agency (MKK) and must also have a secure electronic signature. Shareholders or their proxies who wish to participate electronically must fulfill their

obligations in accordance with the Regulation on General Assemblies of Joint Stock Companies to be Held in Electronic Environment and the Communiqué on the System to be Used in General Assemblies of Joint Stock Companies. Those wishing to participate electronically (personally or via proxy) must declare this preference via the EGKS at least one day prior to the meeting.

At the Ordinary General Assembly Meeting, voting on the agenda items will be conducted via open voting method by raising hands, except for votes cast electronically. In accordance with the Capital Markets Law, no separate registered mail notice will be sent to the shareholders holding registered shares that are traded on the stock exchange.

We kindly request our esteemed shareholders and their representatives to attend the meeting to be held on the date, time, and place specified above, together with their identification documents and, if necessary, other documents mentioned above.

Respectfully, ATLANTIS YATIRIM HOLDING INC. BOARD OF DIRECTORS

Meeting Venue: Bostancı Mah. Bağdat Cad. Çatalçeşme Palas B Blok No:478, İç Kapı No:16, Kadıköy – ISTANBUL Trade Registry and Number: Istanbul - 12893-8 MERSIS No: 0102004246600016

ANNEX 1: AGENDA

    1. Opening, election of the Meeting Chairmanship.
    1. Authorization of the Meeting Chairmanship to sign the minutes of the meeting.
    1. Reading, discussion, and submission to the approval of the General Assembly of the Board of Directors' Activity Report for the fiscal year 01.01.2024–31.12.2024.
    1. Reading and discussion of the Independent Audit Report for the fiscal year 01.01.2024– 31.12.2024.
    1. Separate reading, discussion, and submission to the approval of the General Assembly of the financial statements for the fiscal year 01.01.2024–31.12.2024.
    1. Individual discharge of the Board Members who served during the period due to the company's activities in 2024.
    1. Reading of the Board of Directors' proposal regarding profit distribution for the fiscal year 01.01.2024–31.12.2024 and discussion on the profit distribution (whether profit will be distributed or not).
    1. Selection of the Independent Audit Firm.
    1. Informing the shareholders about the Guarantees, Pledges, and Mortgages (GPM) and Sureties given by the company in favor of third parties, and the income and benefits obtained therefrom.
    1. Providing information to the shareholders about donations and aids made in 2024, and determining the upper limit for donations and aids to be made in 2025.
    1. Informing the General Assembly about the "Remuneration Policy" determined for the Board Members and senior executives, and the payments made within the scope of this policy.
    1. Determination of attendance fees and remuneration for the Board Members.
    1. In the event that shareholders holding management control, members of the Board of Directors, senior executives, and their spouses and relatives up to the second degree by blood or marriage engage in significant transactions that may cause a conflict of interest with the Company or its subsidiaries, and/or conduct commercial transactions within the scope of the Company's or its subsidiaries' business either on their own behalf or on behalf of others, or become unlimited partners in another company engaged in similar commercial activities, the General Assembly shall be informed about such transactions made during the year in accordance with the Corporate Governance Principles of the Capital Markets Board (1.3.6).
    1. Granting permission to the Board Members to engage in transactions that may cause a conflict of interest with the Company or its subsidiaries, to compete with the Company, to conduct business within the Company's field of activity either personally or on behalf of others, and to be partners in companies engaged in such businesses, pursuant to Articles 395 and 396 of the Turkish Commercial Code.
    1. Submission to the approval of the General Assembly for authorizing the Board of Directors to evaluate strategic investment opportunities in companies operating in different sectors within the framework of our Company's holding structure, to conduct preliminary negotiations, to explore collaborations, to carry out feasibility studies, and to plan necessary investments, and to execute all related transactions.
    1. Discussion of the Board of Directors' proposal regarding the change of the Company's trade name, determination and approval of the new trade name, amendment of the relevant article of the Articles of Association, obtaining necessary legal permissions, and completion of the related procedures, and submission of the authorization for these matters to the General Assembly for approval.
    1. Discussion of the amendment to the Articles of Association regarding the transition to the registered capital system and the determination of the registered capital ceiling as 200,000,000 TRY; submission to the General Assembly for approval of the authorization of the Board of Directors to make the necessary applications to the Capital Markets Board and the Ministry of Trade of the Republic of Turkey, to obtain permissions, and to complete all legal procedures.
    1. Discussion and resolution of the transaction regarding the acquisition of all shares representing the capital of Balkanlı Optik İç ve Dış Ticaret A.Ş. based on the Board of Directors' proposal, and submission to the General Assembly for approval of the authorization of the Board of Directors to carry out all legal, financial, and operational work and transactions related to the acquisition process.
    1. Within the framework of Capital Markets Board regulations, in order to meet the Company's financing needs, the issuance of debt instruments denominated in Turkish Lira to be sold to qualified investors without a public offering domestically, limiting the total amount of debt instruments to be issued to 200,000,000 TRY (two hundred million Turkish Lira), and submission to the General Assembly for approval of the authorization of the Board of Directors to make necessary applications primarily to the Capital Markets Board and other relevant institutions and organizations, to

obtain required permissions, to sign all contracts, documents, and papers related to the issuance of the debt instruments, and to carry out the issuance transactions.

    1. Discussion and resolution on the election and appointment of the members of the Board of Directors within the framework of the rights granted to privileged shares in the Company's Articles of Association
  • 21. Wishes, Suggestions, and Closing

ANNEX 2 PROXY ATLANTIS INVESTMENT HOLDING INC.

I hereby appoint .............................................................., detailed below, as my proxy, authorized to represent me, vote, make proposals, and sign necessary documents at the ordinary/extraordinary general assembly meeting of ATLANTIS INVESTMENT HOLDING INC. to be held on ................................ day, at ............... hour, at ........................................................ address, in accordance with the opinions I express below.

Proxy's (*):

Full Name / Trade Name:

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

(*) For proxies of foreign nationality, if applicable, their equivalents must be provided.

A) SCOPE OF REPRESENTATION AUTHORITY

For sections 1 and 2 below, one of the options (a), (b), or (c) must be selected to specify the scope of the proxy's authority.

1. Regarding the Items on the General Assembly Agenda:

a) The proxy is authorized to vote according to their own discretion.

b) The proxy is authorized to vote according to the proposals of the company management.

c) The proxy is authorized to vote according to the instructions indicated in the table below.

Instructions:

If the shareholder selects option (c), instructions must be given by marking one of the options (accept or reject) next to each agenda item. In case of rejection, any dissenting opinion to be recorded in the general assembly minutes should be specified.

Agenda Items (*) Accept Reject Dissenting Opinion

- 1.

2.

3.

(*) The issues on the General Assembly agenda are listed one by one. If the minority has a separate draft resolution, it must also be indicated separately to enable proxy voting.

2. Special instructions regarding other issues that may arise during the General Assembly meeting, especially on the exercise of minority rights:

  • a) The proxy is authorized to vote according to their own discretion.
  • b) The proxy is not authorized to represent on these matters.
  • c) The proxy is authorized to vote according to the special instructions below.

SPECIAL INSTRUCTIONS:

If any, special instructions given by the shareholder to the proxy should be stated here.

B) The shareholder specifies the shares to be represented by the proxy by choosing one of the options below:

    1. I approve the representation by the proxy of my shares detailed below:
    2. a) Series and type:*
    3. b) Number / Group:**
    4. c) Quantity Nominal value:
    5. d) Whether there is a voting privilege:
    6. e) Bearer / Registered shares:*
    7. f) The ratio of the shares owned by the shareholder to the total shares / voting rights:

*These details are not required for book-entry shares.

**For book-entry shares, group information, if any, will be provided instead of the number.

  1. I approve the representation by the proxy of all my shares included in the list of shareholders who can attend the general assembly prepared by the Central Securities Depository (MKK) one day before the general assembly date.

SHAREHOLDER'S FULL NAME OR TITLE (*)

Turkish ID Number / Tax Number, Trade Registry Number and MERSIS Number: Address:

(*) For foreign shareholders, the equivalents of these details, if any, must be provided.

SIGNATURE

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