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BERA HOLDİNG A.Ş. AGM Information 2025

May 22, 2025

8759_rns_2025-05-22_d95c8ab1-ac91-4feb-a787-8e3abaa02762.pdf

AGM Information

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BERA HOLDING A.S. 2024 ORDINARY GENERAL ASSEMBLY INFORMATION DOCUMENT

The 2024 Ordinary General Assembly of Bera Holding A.Ş. (Company), convened on 15/05/2025 at 10:00 AM, but postponed due to the failure to secure a majority. The Company's postponed 2024 Ordinary General Assembly, will be held on Thursday, June 19, 2025 at 2:00 PM in Bera Hotel located at Nişantaş Mahallesi Dr. M. Hulusi Baybal Caddesi No:9 42060 Selçuklu/Konya to discuss the issues specified in the following agenda.

In accordance with Article 1527 of the Turkish Commercial Code (TCC) No. 6102, shareholders can participate in the General Assembly meeting de facto as well as vote by participating in the electronic environment. Shareholders who wish to participate in the postponed 2021 Ordinary General Assembly Meeting of the Company in Electronic environment must register on the e-MKK Information Portal and themselves or their representatives must have an Electronic Signature Certificate or mobile signature. The shareholder who wants to participate in the meeting electronically or wants to appoint a representative in electronic environment is required to record this participation method in the Electronic General Assembly System (e-GKS) until 21:00 one day before the day of the General Assembly. If the person appointed as a representative in e-GKS wants to participate in the meeting electronically, he/she will record this participation method in e-GKS within the same period. Shareholders who wish to participate in the meeting electronically are required to complete their transactions in accordance with the provisions of the "Regulation on General Assemblies to be held in Electronic Environment in Joint Stock Companies" published in the Official Gazette dated 28 August 2012 and numbered 28395 and the "Communiqué on Electronic General Assembly System to be Applied in General Assemblies of Joint Stock Companies" published in the Official Gazette dated 29 August 2012 and numbered 28396. Otherwise, it is not possible for them to attend the General Assembly meeting.

Pursuant to the Law No. 7262 published in the Official Gazette dated 31/12/2020 and numbered 31351 and Articles 30 and 31 annexed to Articles 486 and 489 of the Turkish Commercial Code No. 6102, the shares must be registered with the Central Registry Agency (CRA) in order for the shareholders payable to holder to vote in the General Assemblies as of 1 April 2021. While preparing the list of those who can participate in the General Assembly of the Company, the list of shareholders provided from the CRA shall be taken into consideration in terms of shareholders payable to holder. For this reason, it is of vital importance that the right holders with unregistered physical shares of the Company should register their shares with the CRA before the date of the General Assembly in order to attend the General Assembly meeting. It is not possible for the shareholders who physically have shares of the Company payable to holders to attend the General Assembly meeting.

The shareholders who will attend the General Assembly meeting;

− Real person shareholders may attend by submitting their identity,

− Legal entity shareholders; the identity and authority 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 by the Electronic General Assembly System; their identities and signing the attendance list.

In order for the shareholders who cannot be present at the General Assembly to exercise their voting rights through a proxy, they must prepare their power of attorney in accordance with the sample of the Power of Attorney attached to the General Assembly Call Documents or they must fill out the sample of the power of attorney form from the Company's headquarters or the Company's website (www.beraholding.com.tr) and submit it to the Company. Within the scope of the provisions of the Capital Markets Board's Communiqué on Voting by Proxy and Collecting Proxy by Call numbered II-30.1, the power of attorneys of the shareholders must be notarized, the signature declaration issued in the presence of a notary public must be added in the power of attorneys that are not notarized, or a proxy must be appointed by electronic method in accordance with e-GKS. The proxy appointed by electronic method through the Electronic General Assembly system in accordance with e-GKS can also participate in the General Assembly physically or through e-GKS without the need to submit a power of attorney. Without prejudice to the provisions of voting by electronic method regarding the voting of the Agenda Items in the General Assembly Meeting, the open voting method by raising hands shall be used by using the Keypad (electronic voting tool).

The Consolidated Financial Statements of the Company for 2024 prepared within the scope of the regulations of the Capital Markets Board, the Activity Report of the Board of Directors, the Independent Auditor's Report, the Profit Distribution Proposal of the Board of Directors and the General Assembly Information document are submitted for the review of the shareholders on the Public Disclosure Platform (www.kap.gov.tr), the Company's headquarters and the Company's corporate website (www.beraholding.com.tr) at least three weeks before the date of the General Assembly meeting.

Shareholders can access the necessary information on the principles and procedures of participation, appointment of representatives, making suggestions, expressing opinions and voting on the website of the MKK (www.mkk.com.tr) in relation to participation in the General Assembly in electronic environment via e-GKS. Regarding the procedures related to the General Assembly, they can obtain the necessary information from the Company's Investor and Corporate Relations Department.

BERA HOLDING AS 2024 ORDINARY GENERAL ASSEMBLY AGENDA

    1. Opening, Roll Call, Formation of the Meeting Presidency,
    1. Approval of the Board of Directors Activity Report and Financial Statements for the 2024 accounting period being deemed read,
    1. Discussion of the Board of Directors Activity Report for the 2024 accounting period,
    1. Reading the Independent Audit Report for the 2024 accounting period,
    1. Discussion on the discussion and approval of the Financial Statements for the 2024 accounting period,
      1. Discussion of the discharge of the Board Members due to their activities in the 2024 accounting period,
      1. Discussing and deciding on the proposal of the Board of Directors regarding the using the 2024 Period Profit,
      1. Discussion and approval of the amendment to Article 8 of the Company's Articles of Association (increasing the current registered capital ceiling)
    1. Submitting the selection of the Independent Audit Firm made by the Board of Directors to carry out the activities within the scope of the relevant regulations of the TCC and CMB for the accounting period of 01.01.2025 – 31.12.2025 to the approval of the General Assembly,
    1. Informing shareholders about donations and aids made in 2024,
    1. Determining the upper limit for donations to be made in 2025,
    1. Informing the General Assembly about the guarantees, pledges, mortgages and sureties given by the Holding in favor of third parties in 2024 in accordance with the regulations of the Capital Markets Board.,
    1. Discussing whether special permission will be granted to the Board Members to personally conduct business within the scope of the Company's business, in accordance with Articles 395 and 396 of the TCC and Principle No. 1.3.6 of the Communiqué on Corporate Governance II-17.1 published by the CMB.
    1. Wishes and closing.

ADDITIONAL EXPLANATIONS WITHIN THE SCOPE OF THE CORPORATE GOVERNANCE COMMUNIQUE NO. II-17.1 OF THE CAPITAL MARKETS BOARD

Among the additional explanations that must be made in accordance with the "Corporate Governance Communiqué" numbered II-17.1 of the Capital Markets Board, those related to the agenda items have been made in the relevant agenda item below, and other mandatory general explanations are presented for your information in this section.

a) The total number of shares and voting rights reflecting the partnership structure of the partnership as of the date of the announcement, and if there are privileged shares in the partnership capital, information on the number of shares representing each privileged share group and the nature of the voting rights and privileges;

The capital of the holding company consists of 683,200,000 shares, each with a nominal value of 1 TL. There is no privilege in our company's shares. Shares give the owner 1 vote in the General Assembly. There are no privileged shares.

b) Information on changes in the management and activities of the partnership and its subsidiaries that have occurred in the previous accounting period or are planned for future accounting periods and that will significantly affect the partnership activities, and the reasons for these changes;

There are no management and activity changes that will significantly affect the activities of the Holding and its subsidiaries;

For our Group Company Konya Kağıt Sanayi ve Ticaret A.Ş., in line with the Company's growth and value-added product range expansion targets, the annual consumption of our country is approximately 100,000 - 120,000 tons and the steam production facility integrated project related to the 140,000-ton capacity factory investment and steam production facility integrated project by the General Directorate of Environmental Impact Assessment Permit and Inspection of the Ministry of Environment, Urbanization and Climate Change, EIA Report Review and Evaluation Commission; a positive environmental impact assessment decision was given for the Decor Paper Investment, Energy and Steam Production Facility Integrated project.

In order to increase the printing capacity of the printing-packaging facilities of Konya Paper Industry and Trade Inc. Güneşli branch by 50%, a total investment of two machines worth € 2,000,000 was made. In addition to the increase in capacity with the investment, the plate exposure process, which was previously outsourced as a contract service, began to be carried out within the facility.

An application was made to the Capital Markets Board on April 30, 2024 and to Borsa Istanbul A.Ş. on May 3, 2024, with the application prospectus prepared for the public offering of some of the shares of our Group Company Golda Gıda Sanayi ve Ticaret A.Ş. The public offering process continues under the supervision and control of the Capital Markets Board and Borsa Istanbul A.Ş.

The temporary acceptance of the work specified in the Construction Work Contract signed between our Subsidiary Komyapı İnşaat A.Ş. and the Mass Housing Administration of the Ministry of Environment, Urbanization and Climate Change of the Republic of Turkey on July 04, 2022 for the purpose of "Eskişehir Province Odunpazarı District 3 Stage 1035 Houses, 1 Primary School, Secondary School and Trade Center Construction and Infrastructure and Environmental Arrangement" has been realized.

The zoning plan of the area (309,154.41 m2) of parcels 2-5-8 of Island 5700 located in Atatürk (Doganbey) neighborhood of Seferihisar District of İzmir Province, which is in the assets of our Group Company Taçhan Turizm Hizmetleri Ticaret A.Ş., has been approved. As a result of the zoning application, 15 zoning parcels have been formed. 10 of the parcels are hotels and 5 are day-use areas. Studies have been initiated to evaluate the zoning parcels obtained as a result of the zoning application.

One year supply contract with a maximum amount of 42,000 tons for the production of various product groups was signed between our Group Companies Golda Gıda Sanayi ve Ticaret A.Ş. and Tarım Kredi Tedarik ve Üretim A.Ş., and a contract worth 29,400,000 TL + VAT was signed with Adaçal Endüstriyel Mineraller Sanayi Ticaret A.Ş. for the sale of quicklime powder.

The Company's new board of directors was elected at the 2023 Ordinary General Assembly meeting held on July 18, 2024.

In order to protect the interests of our shareholders by creating healthy price and quantity movements in the stock market and supporting price stability, the number of shares that can be bought back for a maximum of 3 years was determined as 10,000,000 and the fund amount to be allocated for the buyback as 80,000,000 TL with the decision of the Board of Directors taken on 28.02.2023, and a total of 265,800 shares were bought back for an amount of 2,952,036 TL.

Within the Bera Holding group, the board of directors has decided to increase and activate solar power plant investments for both its contribution to energy costs and a sustainable world. In this context, as of the end of 2024, the installed power of solar power plant investments in the Group Companies is 32 MW and it is planned to increase this to 45 MW by the end of 2025.

c) If the agenda of the general assembly meeting includes the dismissal, replacement or election of board members; information on the grounds for dismissal and replacement, the CVs of the persons whose candidacy for board membership has been submitted to the partnership, the duties they have held in the last ten years and the reasons for their departure, the nature and significance of their relationship with the partnership and its related parties, whether they have the qualification of independence and similar issues that may affect the partnership activities if these persons are elected as board members;

There is no item on the agenda of the 2024 Ordinary General Assembly Meeting regarding the election of the Board of Directors or Independent Board Members.

ç) Requests of shareholders to add items to the agenda, submitted in writing to the Investor Relations Department, in cases where the board of directors does not accept the agenda suggestions of the partners, the rejected suggestions and the reasons for rejection;

There is no request submitted in writing to the Investor Relations Department within the scope of article (ç) of the Corporate Governance Principles Article 1.3.1 of the "Corporate Governance Communiqué" numbered CMB Series: II-17.1.

d) If there is an amendment to the articles of association on the agenda, the old and new versions of the amendments to the articles of association, together with the relevant board of directors' decision;

An application was made to the Capital Markets Board with the decision numbered 2025/04 dated 14.03.2025 of the Board of Directors regarding the change of the registered capital ceiling of the partnership, which is valid between 2018-2022, as 1,024,800,000 (One billion twenty-four million eight hundred thousand Turkish Lira) between 2025- 2029 in Article 8 of the Company's Articles of Association.

The necessary approvals have been received from the Capital Markets Board and the Ministry of Trade for the Amendment of the Articles of Association, which includes the increase in the Registered Capital Ceiling. The authorization of the Board of Directors regarding the change of the Registered Capital Ceiling to 2,732,800,000 (Two billion seven hundred thirty-two million eight hundred thousand Turkish Lira) between 2025-2029 will be submitted to the approval of the General Assembly.

Old and new versions of the amendments to the Articles of Association;

Article 8: CAPITAL OF THE PARTNERSHIP AND SHARES
The partnership accepted the Registered Capital system in accordance
with the provisions of the Capital Markets Law and switched to this
system with the permission of the Capital Markets Board dated
10.07.1997 and numbered 21/1124.
Article 8: CAPITAL OF THE PARTNERSHIP AND SHARES
The partnership accepted the Registered Capital system in accordance
with the provisions of the Capital Markets Law and switched to this
system with the permission of the Capital Markets Board dated
10.07.1997 and numbered 21/1124.
a) Registered Capital:
a)
Registered Capital:
The registered capital ceiling of the partnership is 1,024,800,000 (One
billion twenty-four million eight hundred thousand Turkish Lira) and is
divided into 1,024,800,000 (One billion twenty-four million eight
hundred thousand Turkish Lira) shares, each with a nominal value of 1
(one) Turkish Lira. The registered capital ceiling permission granted by
the Capital Markets Board is valid for the years 2018-2022 (5 years).
Even if the permitted registered capital ceiling is not reached by the end
of 2022, in order for the Board of Directors to make a capital increase
decision after 2022; it is mandatory to obtain authorization from the
General Assembly for a new period not exceeding 5 years by obtaining
permission from the Capital Markets Board for the previously permitted
ceiling or a new ceiling amount. If such authorization is not obtained,
the Company cannot make a capital increase by the decision of the
Board of Directors.
of Directors.
The Board of Directors is authorized to increase the issued capital by
issuing shares up to the registered capital ceiling whenever it deems
necessary, in accordance with the provisions of the Capital Markets
Legislation between 2018 and 2022.
The registered capital ceiling of the partnership is 2,732,800,000 (Two
billion seven hundred and thirty-two million eight hundred
thousand Turkish Lira) and is divided into 2,732,800,000 (Two billion
seven hundred and thirty-two million eight hundred thousand)
shares, each with a nominal value of 1 (one) Turkish Lira. The registered
capital ceiling permission granted by the Capital Markets Board is valid
for the years 2025-2029 (5 years).
Even if the permitted registered capital ceiling is not reached at the end
of 2029, in order for the Board of Directors to make a capital increase
decision after 2029; it is mandatory to obtain authorization from the
General Assembly for a new period not exceeding 5 years by obtaining
permission from the Capital Markets Board for the previously permitted
ceiling or a new ceiling amount. If such authorization is not obtained,
the Company cannot make a capital increase by the decision of the Board
The Board of Directors is authorized to increase the issued capital by
issuing shares up to the registered capital ceiling whenever it deems
necessary, in accordance with the provisions of the Capital Markets
Legislation between 2025 and 2029.

EXPLANATIONS ON THE AGENDA ITEMS OF THE ORDINARY GENERAL ASSEMBLY MEETING OF BERA HOLDİNG A.Ş. DATED 19 JUNE 2025

1. Opening, Roll Call, Formation of the Meeting Presidency,

The General Assembly meeting will be opened by the Chairman of the Board of Directors, if the meeting quorum is reached by examining the Attendance List; the Meeting Presidency, which will manage the General Assembly meeting, is established within the framework of the relevant article of the Articles of Association and the "Turkish Commercial Code No. 6102" (TTK) and the "Regulation on the Procedures and Principles of the General Assembly Meetings of Joint-Stock Companies and the Representatives of the Ministry of Customs and Trade to be present at these meetings" ("Regulation" or "General Assembly Regulation") and Article 7 of the Holding's Internal Directive on the Procedures and Principles of General Assembly Working.

As stated in Article 12.3 of the company's articles of association titled "General Assembly", "General assembly meetings are chaired by the Chairman of the Board of Directors, and general assemblies in which the Chairman of the Board of Directors is not present are chaired by one of the Vice-Chairmen of the Board of Directors. In general assemblies in which the Vice-Chairman is not present, the chairman of the meeting is elected by the participants." the chairman of the meeting will be the chairman of the board of directors or one of his deputies.

At least one Minutes Clerk is assigned by the Meeting President in accordance with the Holding's Internal Directive on General Assembly Working Procedures and Principles. The Meeting President may also select a sufficient number of vote collectors..

2. Approval of the Board of Directors Activity Report and Financial Statements for the 2024 accounting period being deemed read,

Since the Board of Directors Activity Report and Financial Statements for the 2024 accounting period are presented for the review of shareholders at the Company Headquarters, on the Public Disclosure Platform (www.kap.gov.tr), on the Company's corporate website (www.beraholding.com.tr) and on e-GKS within the framework of the provisions of the TCC, the Regulation and the Company's General Assembly Internal Directive, for a period of three weeks prior to the General Assembly meeting, the aforementioned reports will be deemed to have been read and will be presented to the General Assembly for approval.

3. Discussion of the Board of Directors Activity Report for the 2024 accounting period,

If it is accepted as read as per Item 2 of the agenda, negotiations will proceed directly. If it is not considered as read, the General Assembly will be informed about the Board of Directors Activity Report, which was submitted for review by the shareholders at the Company Headquarters, on the Public Disclosure Platform (www.kap.gov.tr ), on the Company's corporate website (www.beraholding.com.tr) and on e-GKS for 21 days prior to the General Assembly meeting, within the framework of the TCC, the Regulation and the Company's General Assembly Internal Directive, and the Activity Report will be discussed..

4. Reading the Independent Audit Report for the 2024 accounting period,

The summary part of the Independent Audit Report, audited by the Independent Audit Firm İrfan Bağımsız Denetim ve Yeminli Mali Müşavirlik A.Ş. and presented for review by the shareholders at the Company Headquarters, on the Public Disclosure Platform (www.kap.gov.tr) , on the Company's corporate website (www.beraholding.com.tr) and on e-GKS within the framework of the provisions of the TCC, the Regulation and the Company's General Assembly Internal Directive, for a period of three weeks prior to the General Assembly meeting, will be read by the Independent Auditor at the General Assembly.

5. Discussion on the discussion and approval of the Financial Statements for the 2024 accounting period,

If it is accepted as read in accordance with Item 2 of the Agenda, negotiations will be initiated directly and it will be submitted to the General Assembly for approval as a result of the negotiations. If it is not deemed read, the Company's Consolidated Financial Statements, which have been made available for shareholders' review at the Company Headquarters, on the Public Disclosure Platform (www.kap.gov.tr) , on the Company's corporate website (www.beraholding.com.tr) and on e-GKS as of 11.03.2025, will be read at the General Assembly and submitted to the General Assembly for review and approval.

6. Discussion of the discharge of the Board Members due to their activities in the 2024 accounting period,

The discharge of the Board Members for their activities, transactions and accounts in 2024 will be submitted to the approval of the General Assembly.

7. Discussing and deciding on the proposal of the Board of Directors regarding the using the 2024 Period Profit,

The proposal of the Board of Directors regarding the method of distributing the profits formed in the 2024 accounting period, which was created by the Board of Directors within the framework of Article 16 of the Company's Articles of Association regarding profit distribution, will be submitted to the General Assembly for approval. The profit distribution proposal to be proposed to the General Assembly by the Board of Directors and the related table are included in Annex-1.

8. Discussion and approval of the amendment to Article 8 of the Company's Articles of Association (increasing the current registered capital ceiling)

With the Board of Directors' decision dated 14.03.2025, in accordance with the provision of Article 390, paragraph 4 of the Turkish Commercial Code No. 6102, in order to increase the Registered Capital Ceiling of the Company to 2,732,800,000-TL, which is four times the paid/issued capital of 683,200,000-TL, in accordance with the fourth paragraph of Article 6 of the Registered Capital System Communiqué (II-18.1) of the Capital Markets Board ("Board"), the necessary permissions have been obtained from the Capital Markets Board and the Ministry of Trade to be valid for the new increased registered capital ceiling in accordance with the second paragraph of Article 6 of the Board's Registered Capital System Communiqué (II-18.1) between the years 2025-2029.

In accordance with the second paragraph of Article 6 of the Board's Communiqué on Registered Capital System (II-18.1), the authorization of the board of directors will be submitted to the approval of the general assembly.

9. Submitting the selection of the Independent Audit Firm made by the Board of Directors to carry out the activities within the scope of the relevant regulations of the TCC and CMB for the accounting period of 01.01.2025 – 31.12.2025 to the approval of the General Assembly,

In accordance with the Turkish Commercial Code and the Capital Markets Board regulations, the selection of İrfan Independent Auditing and Certified Public Accounting Company to audit the Holding's Consolidated Financial Statements and Financial Reports for the 2025 accounting period, as determined by the Audit Committee and approved by the Board of Directors' decision dated 17/03/2025 and numbered 2025/06, and to carry out other activities within the scope of the relevant regulations in these laws, will be submitted to the approval of the General Assembly.

10. Informing shareholders about donations and aids made in 2024,

In accordance with Article 6 of the Capital Markets Board's Communiqué on Dividends numbered II-19.1, the limit of the donation to be made must be determined by the general assembly in cases not specified in the Articles of Association, and in accordance with the provision that the donations and payments made must be presented to the shareholders at the ordinary general assembly, shareholders will be informed about the Donations and Aids amounting to 6,614,722 TL made in 2024.

11. Determining the upper limit for donations to be made in 2025,

The limit of the donation to be made in 2025 will be determined by the General Assembly..

12. Informing the General Assembly about the guarantees, pledges, mortgages and sureties given by the Holding in favor of third parties in 2024, in accordance with the regulations of the Capital Markets Board,

In accordance with Article 12 of the Capital Markets Board's Communiqué on Corporate Governance numbered II-17.1, the income or benefits obtained through guarantees, pledges, mortgages and sureties given by the Holding and/or its Subsidiaries in favor of third parties must be included as a separate item on the agenda of the Ordinary General Assembly Meeting. Information on guarantees, pledges, mortgages and sureties given in favor of third parties for the purpose of carrying out ordinary commercial activities is provided in footnote number 25 of the Financial Statements dated 31.12.2024.

13. Discussing whether special permission will be granted to the Board Members to personally conduct business within the scope of the Company's business, in accordance with Articles 395 and 396 of the TCC and Principle No. 1.3.6 of the Communiqué on Corporate Governance II-17.1 published by the CMB.

Our Board Members can only perform transactions within the framework of the first paragraph of Article 395 titled "Prohibition on Transactions with the Company, Borrowing from the Company" and Article 396 titled "Prohibition on Competition" of the TCC with the approval of the General Assembly.

In accordance with the mandatory Corporate Governance Principle No. 1.3.6 of the CMB, the General Assembly must give prior approval to the Board Members to personally perform the work that falls within the scope of the Company's business, and information must be provided about the said transactions at the General Assembly. In order to fulfill the requirements of these regulations, the granting of the said permission will be submitted to the approval of the shareholders at the General Assembly.

14. Wishes and closing.

ANNEX:

ANNEX/1 Board of Directors Proposal for Distribution of 2024 Profit

At the meeting of our Board of Directors dated 21.04.2025;

  • Considering the Turkish Commercial Code (TTK), Capital Markets Legislation, Capital Markets Law (SPKn.), Capital Markets Board (SPK) Regulations/Decisions, Corporate Tax, Income Tax, Tax Procedure Law (VUK) and other relevant legal legislation provisions, the relevant provisions of our Company's Articles of Association and the "Profit Distribution Policy" that we have disclosed to the public;

  • According to the provisions of the Capital Markets Board's II 14-1 "Communiqué on Principles Regarding Financial Reporting in Capital Markets", within the framework of the Turkish Accounting Standards / Turkish Financial Reporting Standards (TMS/TFRS) published by the Public Oversight, Accounting and Auditing Standards Authority, prepared in accordance with the formats determined by the CMB, independently audited, and according to the Consolidated Financial Tables for the accounting period of 01.01.2024-31.12.2024; When the Operating Profit, Income/Expenses from Investment Activities, Continuing Activities "Deferred Tax Income" and "Period Tax Expense" are taken into consideration, the profit for the 2024 accounting period is 1,158,123,424 TL (Parent Company Share Profit is 797,099,132 TL) and the Previous Years' Losses are 3,558,884,059 TL,

  • It has been decided by the Board of Directors to inform the General Assembly that no profit distribution can be made due to the fact that there is a Period Loss of 300,954,516.46 TL and an Accumulated Losses of Previous Years of 7,357,255,368.44 TL in the accounting period of 01.01.2024 - 31.12.2024 according to the non-consolidated legal records prepared in accordance with the provisions of the TCC and VUK.

BERA HOLDING AS
2024 Profit Distribution Table (TL)
1.Paid/Issued Capital 683.200.000,00
2. Total Legal Reserves (According to Legal Records) 59.617.677,34
If there is a privilege in profit distribution in accordance with the articles of association, information None
regarding the privilege in question According
to
CMB
Regulations
According to the Tax Procedure
Law
3. Profit for the Period 1.344.089.798 300.954.516,46
4. Taxes to be Paid ( - ) (185.966.374) --
5. Net Profit for the Period ( = ) 1.158.123.424 300.954.516,46
6. Previous Years' Losses (-) (3.558.884.059) (7.357.255.368,44)
7. Genel Kanuni Yedek Akçe ( - ) -- --
8. NET DISTRIBUTABLE PERIOD PROFIT (=) -- --
9. Donations made during the year ( + )
10. Net Distributable Profit for the Period Including Donations
First Dividend to Partners
-Cash
11. -Without Charge
- Total
12. Dividends Distributed to Privileged Shareholders
Other Dividends Distributed
13. - To Board Members
-To Personnels
- To Persons Other Than Shareholders
14. Dividends Distributed to Redeemed Shareholders
15. Second Dividend to Partners
16. Second Series General Reserve Fund
17. Status Reserves -- --
18. Special Reserves -- --
19. EXTRAORDINARY RESERVE -- --
20. Other Resources Intended to Be Distributed
-
Previous Year's Profit
-- --
-
Extraordinary Reserves
-
Other Reserves Distributable in Accordance with the Law and
Articles of Association

BERA HOLDING AS 2024 DIVIDEND RATE TABLE

TOTAL DISTRIBUTED
DIVIDEND (TL)
TOTAL DISTRIBUTED
DIVIDEND / NET
DIVIDENDABLE
PERIOD PROFIT (TL)
DIVIDEND SHARE CORRESPONDING TO
1 TL NOMINAL VALUE SHARE
CASH
(TL)
WITHOUT
CHARGE
(TL)
RATE
( % )
TOTAL
(TL)
RATE
( % )
GROSS -- -- -- -- --
NET -- -- -- -- --