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BİRLEŞİM MÜHENDİSLİK ISITMA SOĞUTMA HAVALANDIRMA SANAYİ VE TİCARET A.Ş.

Pre-Annual General Meeting Information • May 27, 2024

8680_rns_2024-05-27_0e807944-1037-45e4-8883-49ec495ff68c.pdf

Pre-Annual General Meeting Information

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INVITATION LETTER FOR THE 2023 ANNUAL ORDINARY GENERAL MEETING ON 27 MAY 2024

BY BOARD OF DIRECTORS OF BİRLEŞİM MÜHENDİSLİK ISITMA SOĞUTMA HAVALANDIRMA SAN. VE TİC. A.Ş.

2023 Annual Ordinary General Meeting of our Company will be held atour Head Office, Dudullu OSB Mah., 1. Cad., Birleşim Grup No:3/1, Ümraniye - İstanbul at on Monday 27.05.2024 10:30 a.m. to discuss and conclude the agenda stated in this letter.

Our shareholders may attend the 2023 Annual Ordinary General Meeting personally or via electronic media, and they may also appoint representatives to attend the meeting. Shareholders who wish to attend the General Meeting physically, are required to presenttheir ID which is registered in the Central Registry Agency A.Ş. (MKK)'s "shareholders list" to exercise their shareholder rights at the Meeting. Attendance to General Assembly electronically is possible with secure electronic signatures of shareholders or their representatives. Therefore, shareholders are required to register to Central Registry Agency A.Ş. (MKK) and e-MKK Information Portal and record their contact details and to possess secure e-signatures. Shareholders or their representatives who are not registered at e-MKK Information Portal or who do not possess secure electronic signatures will not be able to attend the General Assembly Meeting electronically via Electronic General Assembly System (e-GKS). Detailed information regarding the attendance to General Meeting electronically, are available on Central Registry Agency A.Ş. (MKK)'s web site (www.mkk.com.tr).

In addition, shareholders or their representatives who want to attend to the General Meeting via electronic media are required to fulfil their obligations in accordance with provisions of "Communiqué on Electronic General Assembly System to be Applied in General Assemblies of Joint Stock Companies issued at Official Gazette no. 2839 and dated 29 August 2012 and "Regulation on General Assemblies to be Held Electronically in Joint Stock Companies" issued at Official Gazette no. 28395 and dated 28 August 2012.

Shareholders who will not personally participate to the General Meeting physically or via electronic media, are required to arrange their powers of attorney in compliance with the attached sample form in Annex-2 or submittheir notarized power of attorney forms bearing their own signatures, by fulfilling matters foreseen in "Voting by Proxy and Proxy Solicitation" Communiqué II-30-1of Capital Markets Board published in the Official Gazette dated 24 December 2013, no.28861. The sample powers of attorney can be obtained from our Company Headquarter, our Company's website at www.birlesim.com and from the announcement attachment available in Public Disclosure Platform ("KAP") web site www.kap.org.tr. Proxy holders who have been electronically appointed via Electronic General Assembly System don't have to submit a notarized power of attorney. Power of attorney forms which do not comply with the sample of power of attorney forms stipulated in the aforementioned Communiqué and attached to the General Assembly Invitation Announcement will not be accepted. Shareholders who will attend the general meeting electronically via the Electronic General Meeting System, can get information about General Meeting from the website of the Central Registry Agency A.Ş. at www.mkk.com.tr.

2023 Financial Statements, Annual Report and Independent Audit Report within the framework of CapitalMarkets regulations, will be readily available for review of shareholders within the legal period at www.kap.org.tr, the web-site of Central Registry Agency A.Ş. , Electronic General Assembly System ("e-GKS") and our Company's corporate web-site, www.birlesim.com.

We would like to inform our shareholders and kindly request your presence at the place, date and time stated above.

Birleşim Mühendislik Isıtma Soğutma Havalandırma San ve Tic. A.Ş.

Board of Directors

Annex:

1) 2022 Annual General Meeting Agenda

2) Power of Attorney Sample

ANNEX-1

BİRLEŞİM MÜHENDİSLİK ISITMA SOĞUTMA HAVALANDIRMA SAN. VE TİC. A.Ş. 2023 ANNUAL GENERAL MEETING AGENDA

  1. Opening and election of Meeting Chairmanship,

  2. Authorization of Meeting Chairmanship to sign the Annual General Meeting Minutes,

  3. Reading and discussion of the Annual Report of the Board of Directors for the fiscal year 2023,

  4. Reading of the Independent Auditors Report's summary for the fiscal year 2023,

  5. Reading, discussion, and approval of the Financial Statements for the fiscal year 2023,

  6. Relieve of the Board Members individually regarding their works in 2023,

  7. Discussion and approval on the proposal of the Board of Directors regarding the profit distribution for 2023,

  8. Election of the new Board Members and discussion and determination of their term of office,

  9. Discussion and determination of the remuneration of the members of the Board of Directors for the fiscal year 2024,

  10. Discussion and approval of the independent audit company to conduct the independent audits for the fiscal year 2024 recommended by the Board of Directors,

  11. Informing the shareholders for the donations and aids made by the Company in the fiscal year 2023 and discussion and determination on the limits of donations and aids to be made by the Company for the fiscal year 2024,

  12. Resolution of distribution of advance dividend according to CapitalMarkets Law, Capital Markets Regulation and other related lawsand regulations in accordance with the Company's article of association and profit distribution policy, and discussion and approval of granting authority to Board of Directors regarding to determination of the conditions for profit distribution,

  13. Discussion and determination of members of the Board of Directors to make transactions personally as required by the articles 395 and 396 of Turkish Commercial Code,

  14. Informing the Shareholders regarding guarantees, mortgages, surety, pledges given in favour of third persons in 2023 and the consequent income and benefits in accordance with 4th paragraph of the 12th article of the Capital Markets Board's Corporate Governance Communique no II.17.1,

  15. Informing the Shareholders regarding transactions the Company performed with related parties withing the fiscal year 2023 in accordance with the regulations ofthe CapitalMarkets Board,

  16. Wishes and opinions.

ANNEX-2

POWER OF ATTORNEY BİRLEŞİM MÜHENDİSLİK ISITMA SOĞUTMA HAVALANDIRMA SAN. VE TİC. A.Ş.

I, the undersigned, hereby appoint, empower and delegate ___________________________, as identified in details hereinbelow, as my proxy holder fully authorized to represent me, and vote and make proposals and sign the required documents on my behalf, in accordance with my opinions cited below, in the 2023 Annual Ordinary General Meeting of the shareholders of Birleşim Mühendislik Isıtma Soğutma Havalandırma San ve Tic. A.Ş. to be held at the address of Dudullu OSB Mah., 1. Cad., Birleşim Grup No:3/1, Ümraniye - İstanbul at 10:30 a.m. on 27 May 2024, Monday

Proxy Holder's (*)

Name & Surname / Title :

TR Identity No. / Tax Identity No. :

Trade Registry and Number (If it is a legal person) :

MERSİS No. : Signature :

(*) For foreign proxy holders, the equivalents, if any, of such information should be provided

A) SCOPE OF THE POWER OF REPRESENTATION

Scope of the power of representation should be determined by choosing one of the options (a), (b) and (c) for the sections 1 and 2 hereinbelow.

1. On the topics included in the agenda of the general assembly meeting;

a) Proxy holder is authorized to vote in line with his/her own opinions

b) Proxy holder is authorized to vote in line with proposals ofthe corporation management

c) Proxy holder is authorized to vote in line with the instructions given in the following table.

Instructions: If the shareholder chooses the option (c), instructions on the relevant agenda topic are given by marking one of the options (acceptance or rejection) shown beside the relevant agenda topic and if the 'rejection' option is chosen,by stating the dissention requested to be included in the minutes ofthe general assembly meeting.

Meeting
Agenda		 Accep Reject Dissenting
Opinion
1.
Opening
and
election
of
Meeting
Chairmanship,
2.
Authorization
of
Meeting
Chairmanship
to
sign
the
Annual
General
Meeting
Minutes,
3.
Reading
and
discussion
of
the
Annual
Report
of
the
Board
of
Directors
for
the
fiscal
year
2023,
Reading
of
the
Independent
Auditors
Report's
summary
for
the
4.
fiscal
year
2023,
5.
Reading,
discussion,
and
approval
of
the
Financial
Statements
for
the
fiscal
year
2023,
6.
Relieve
of
the
Board
Members
individually
regarding
their
works
in
2023,
7.
Discussion
and
approval
on
the
proposal
of
the
Board
of
Directors
regarding
the
profit
distribution
for
2023,
Election
of
the
new
Board
Members
and
discussion
and
8.
determination
of
theirterm
of
office,
9.
Discussion
and
determination
of
the
remuneration
of
the
members
of
the
Board
of
Directors
for
the
fiscal
year
2024,
10.
Discussion
and
approval
of
the
independent
audit
company
to
conduct
the
independent
audits
for
the
fiscal
year
2024
recommended
by
the
Board
of
Directors,
Informing
the
shareholders
for
the
donations
and
aids
made
by
11.
the
Company
in
the
fiscal
year
2023
and
discussion
and
determination
on
the
limits
of
donations
and
aids
to
be
made
by
the
Company
for
the
fiscal
year
2024,
12.
Resolution
of
distribution
of
advance
dividend
according
to
Capital
Markets
Law,
Capital
Markets
Regulation
and
other
related
laws
and
regulations
in
accordance
with
the
Company's
article
of
association
and
profit
distribution
policy,
and
discussion
and
approval
of
granting
authority
to
Board
of
Directors
regarding
to
determination
of
the
conditions
for
profit
distribution,
13.
Discussion
and
determination
of
members
of
the
Board
of
Directors
to
make
transactions
personally
as
required
by
the
articles
395
and
396
of
Turkish
Commercial
Code,
14.
Informing
the
Shareholders
regarding
guarantees,
mortgages,
surety,
pledges
given
in
favour
of
third
persons
in
2023
and
the
consequent
income
and
benefits
in
accordance
with
4th
paragraph
of
the
12th
article
of
the
Capital
Markets
Board's
Corporate
Governance
Communique
no
II.17.1,
15.
Informing
the
Shareholders
regarding
transactions
the
Company
performed
with
related
parties
withing
the
fiscal
year
2023
in
accordance
with
the
regulations
of
the
CapitalMarkets
Board,
Wishes
and
opinions.
16.

(*) The items included in the General Assembly agenda are listed separately. If the minority has a separate draft resolution, this is specified separately to ensure voting by proxy.

Special instruction on the other issues that may arise during the General Assembly meeting and especially on the execution of the minority rights:

a) The proxy is authorized to vote as per their opinions.

b) The proxy is not authorized to represent in these issues.

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

The special instructions to be given to the proxy by the shareholder, if any, are stated here.

B) The shareholder chooses one of the following options to specify the shares to be represented by the Proxy

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

  • a) Issue and series *:
  • b) Number /Group**:
  • c) Number of shares-Nominal value:
  • d) Whether the vote is privileged:
  • e) Whether they are bearer or registered shares:*

f) Their ratio to the total number of shares/voting rights held by the shareholder:

* This information is not required for shares monitored from the registry.

** For shares monitored from the registry,information on the group, if any, shall be given rather than number.

2. It approves the representation by my proxy of all my shares in the list ofshareholders that might participate in the generalassembly, which is prepared one day before the general assembly date.

NAME SURNAME or TITLE OF THE SHAREHOLDER(*):

Republic of Turkey ID No/Tax No:

Trade Registry and Number and MERSIS number:

Address:

(*) For shareholders of foreign nationality, the equivalent of the listed information, if any, must be submitted.

Signature:

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

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