DEVA HOLDİNG A.Ş. — AGM Information 2023

Apr 3, 2023

1

INFORMATION DOCUMENT ON ORDINARY GENERAL ASSEMBLY MEETING TO BE HELD ON 28 APRIL 2023 OF DEVA HOLDING ANONIM SIRKETI

Our Company's Ordinary General Assembly Meeting for 2022 will be held at the company headquarters (Halkalı Merkez Mah. Basın Ekspres Cad. No: 1 Küçükçekmece/Istanbul) at 10:00 on Friday, 28 April, 2023, in order to discuss and decide on the following agenda items.

Our shareholders, who will personally attend or be represented by a proxy in the General Assembly meeting do not need to have their shares blocked in the Central Securities Depository ("CSD").

Shareholders of our company may attend the Ordinary General Assembly Meeting, either physically or electronically, in person or through their representatives. Attending electronically to the meeting is possible with the secure electronic signatures of the shareholders or their representatives. For this reason, the shareholders or their representatives who will make transactions in the Electronic General Assembly System ("EGAS") must have secure electronic signatures and must be registered in the "e-Investor: Investor Information Center" of the CSD.

In addition, shareholders or their representatives who wish to attend the meeting electronically must fulfill their obligations in accordance with the provisions of the "Regulation on General Assemblies to be Held Electronically in Joint Stock Companies" published in the Official Gazette dated 28 August 2012 and numbered 28395 and of the "Communiqué on the Electronic General Assembly System to be Applied in the General Assemblies of Joint Stock Companies" published in the Official Gazette dated 29 August 2012 and numbered 28396.

Shareholders who not be able to attend the meeting in person, either physically or electronically, are required to have the proxy letter (ANNEX-1) approved by the notary public pursuant to the provisions of the Capital Markets Board's Communiqué No. II-30.1 on "Voting by Proxy and Collecting Proxy by Call" and to issue them in accordance with the example below. A copy of the proxy letter can be obtained from the Company Headquarters and the company website at www.deva.com.tr. Shareholders who wish to attend the General Assembly in person in a physical environment will be able to exercise their rights regarding their shares registered in the "Shareholders List" in the Central Securities Depository (CSD) system, by presenting their identity cards.

Our shareholders who will attend the general assembly electronically via the Electronic General Assembly System be able to obtain information about the procedures and principles regarding participation, appointment of representatives, making suggestions, expressing opinions and voting from the website of the Central Securities Depository at https://www.mkk.com.tr

Consolidated Financial Statements, Annual Report of the Board of Directors, Independent Audit Report, Profit Distribution Proposal of the Board of Directors pertaining to the year 2022, will be made available for the review of the shareholders at least three weeks before the General Assembly Meeting, on the "Investor Relations" page of the company's headquarters and the company website at www.deva.com.tr. In addition, the information document containing the necessary explanations within the scope of the "Corporate Governance Communiqué" numbered II-17.1 of the Capital Markets Board will also be available together with the aforementioned documents on the Company website and EGKS.

Reference to Article 29 of the Capital Market Law and in accordance with article 8/b of General Assembly Working Principles and Procedures of Deva Holding, no separate invitation letter will be sent to the shareholders for the invitation to the General Assembly Meeting.

Submitted to the information of our esteemed shareholders.

---

2

ADDITIONAL EXPLANATIONS ON CAPITAL MARKETS BOARD REGULATIONS

The explanations required to be made in accordance with the "Corporate Governance Communiqué" with Serial: II, No: 17.1 are presented below for your information:

a) Information on the total number of shares reflecting the partnership structure of the partnership and the nature of the voting rights and privileges as of 03.04.2023, at the time of announcement:

Our Company's shareholding structure and voting rights as of 03.04.2023 is presented at the table below for your information:

Shareholder's Name/Trade Name	Value of Shares (TL)	Ratio to Capital (%)	Voting Right	Percentage of Voting Right (%)
Eastpharma Sarl	164.424.760,06	82,20	16.442.476.006	82,20
Eastpharma Sarl (Group A)	0,037		37
Eastpharma Sarl (Group B)	0,036		36
Other shareholders	35.594.527,62	17,80	3.559.452.762	17,80
Other shareholders (Group A)	0,013		13
Other shareholders (Group B)	0,014		14
TOPLAM	200.019.287,78	100,00	20.001.928.868	100,00

Our Company, which was established in 1958 with a capital of 500.000 TL, is a public company subject to the Capital Markets Law No. 6362, and our shares have been traded in the stock market since 1986. The company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law and adopted this system with the 18.3.1983 dated and 68/19 numbered permission of the Capital Markets Board. The registered capital ceiling of the company is 500.000.000.- (Five Hundred Million) TL, each divided into 50.000.000.000 (Fifty Billion) shares with a nominal value of 1 (one) Kr. The issued capital of the company consists of 20.001.928.778 shares with a nominal value of 1 (one) Kr each. From this amount, a total of 10 of them which 5 of this is group (A) and 5 of this is group (B) are registered and 20.001.928.768 of this is Group (C) and they are bearer.

Each of the A and B group privileged shares has ten times the voting right of the C group shares, and the A group shares also have privileges in the profit share. In addition, two members of the Board of Directors are elected by the A and B Group privileged shareholders among the candidates nominated by the A group privileged shareholders.

b) Information on the changes in the management and activities of the company and its subsidiaries that have taken place in the previous fiscal period or planned in the future fiscal periods that will significantly affect the partnership activities and the reasons for these changes:

There are no management and operational changes that will significantly affect the company's activities. On the other hand, material events disclosures made by our Company within the scope of the relevant legislation can be accessed

---

from the "Announcements" tab on our website at http://www.deva.com.tr/tr/yatirim-duyurular and from http://www.kap.org.tr/

c) In case of dismissal, replacement or election of the members of the board of directors is on the agenda of the general assembly meeting, grounds of such dismissal or replacement and information with regard to the persons whose candidacy for membership of the board of directors has been submitted to the partnership; their resumes, their duties performed in the last ten years and reasons for leaving, partnership and the nature and level of materiality of the partnership's relationship with its related parties, whether they have independence and similar issues that may affect the partnership activities, in case these persons are elected as members of the board of directors:

In the agenda of the Ordinary General Assembly Meeting, there is no item regarding the election of the members of the Board of Directors.

c) The written requests submitted by the shareholders of the partnership to the Investor Relations Department regarding the inclusion of an item on the agenda, the proposals that are not accepted and the reasons for rejection, in cases where the board of directors does not accept the agenda proposals of the partners:

No such request was submitted for the Ordinary General Assembly meeting, where the activities year of 2022 will be discussed.

d) In case of a change in the articles of association on the agenda, both the old and new forms of the amendments to the articles of association and with the decision of the relevant board of directors:

Based on the decision taken by the Board of Directors on February 16, 2023 on the amendment of Article 7 of the "Company's Capital" of the Articles of Association, the relevant Articles of Association Amendment Draft will be presented to the General Assembly's approval. The Draft Amendment to the Articles of Association and the relevant Board of Directors Decision containing the appropriate opinions and permissions are included in Appendix-2 and Appendix-3.

EXPLANATIONS ON THE AGENDA ITEMS OF THE ORDINARY GENERAL ASSEMBLY MEETING DATED 28 APRIL 2023

1. Opening and election of the Chairmanship Council,

Election of the Chairman of the Meeting to manage the General Assembly Meeting will be made within the framework of the "Turkish Commercial Code No. 6102 ("TCC") and Regulation ("Regulation") on "The Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and Representatives of the T.R. Ministry of Commerce to be present at this meeting and the provisions of the General Assembly Internal Directive. At least one Minutes Clerk and sufficient number of Vote Collectors will be appointed by the Chairman of the Meeting within the framework of the provisions of the legislation.

1. Reading, discussion of the Activity Report of the Board of Directors relating to fiscal year of 2022,

Within the framework of the regulations related to the TCC, the Regulation and the Capital Markets Law ("CML"), it will be submitted to the opinion of our shareholders at least three weeks before the general assembly meeting date at our Company Headquarters, on the Central Securities Depository Electronic General Assembly Portal ("EGKS"), on the Public Disclosure Platform (KAP) and on our Company's corporate website at www.deva.com.tr,

---

by giving information about the 2022 Annual Report, which also includes the corporate governance principles compliance report submitted for the review of the shareholders.

3. Reading the Summary of Independent Audit Firm’s Report relating to fiscal year of 2022,

The General Assembly will be informed about the Independent Audit Report prepared in accordance with the regulations of the Turkish Commercial Code and the Capital Markets Board, which is submitted to our shareholders for review at our Company Headquarters, EGKS, KAP and the Company's corporate website at www.deva.com.tr, at least three weeks before the general assembly meeting date.

4. Reading, discussion and decision on the Consolidated Financial Statements relating to fiscal year of 2022,

Within the framework of TCC, Regulation and CML and related regulations, at least three weeks before the general assembly meeting date, information about our Financial Reports which are submitted for the review of our shareholders at our Company Headquarters, in the EGKS, on the Public Disclosure Platform, and on the Company's corporate website at www.deva.com.tr, will be given and will be submitted for the opinion and approval of our shareholders. (ANNEX-4)

5. Discussion and decision to release Board Members respectively from their activities held in the fiscal year of 2022,

In accordance with the provisions of the TCC and the Regulation, the release and discharge of our Members of the Board of Directors respectively for their activities, transactions and accounts in 2022 will be submitted to the approval of the General Assembly.

6. Discussion and decision on the proposal of Board of Directors related to the profit for the fiscal year of 2022,

The company's fiscal period for 2022;

• According to the consolidated financial statements prepared in accordance with the provisions of the Capital Markets Board's communiqué numbered II-14.1, 1.360.224.221 after tax,
• According to the individual financial statements of DEVA Holding A.Ş., which is prepared within the framework of the relevant provisions of the Turkish Commercial Code and the Tax Procedure Law No. 213, resulted in a net profit of 1.341.706.226,46 TL after tax.

In accordance with the Capital Markets Legislation, all relevant legal regulations, Article 20 of the Articles of Association and our Company's profit distribution policy approved at the General Assembly Meeting dated 15.04.2019; the proposal in accordance with the decision of the Board of Directors dated 10.03.2023 and numbered 2023/14 in relation to the distribution, of the total of the first and second dividends with a gross profit of 30.002.893,17 TL (Thirty million two thousand eight hundred ninety three %17 Turkish Liras) corresponding to a gross cash dividend of gross TL 0.15, net TL 0.1350 for each share with a nominal value of 1 TL which corresponds to approximately $2.21\%$ of the total distributable net profit for the period (15% of the issued capital) for the fiscal period of 2022 and of the profit to be given to other beneficiaries in accordance with the profit distribution table prepared within the framework of the Articles of Association and relevant legal regulations, will be discussed and decided. (ANNEX-5)

7. Determination of the Board members’ honorarium,

Within the scope of our Company's Remuneration Policy, the monthly gross salary of the members of the Board of Directors in the 2023 activity year will be decided by the shareholders.

4

---

1. Discussion and decision on the election of the Independent Audit Firm for 2023 accounts and operations proposed by the Board of Directors in accordance with the Turkish Commercial Code and Capital Markets Board,

In accordance with the regulations of the TCC and the Capital Markets Board, it has been decided in the decision of the Board of Directors dated 31.03.2023 and in line with the recommendation of the Audit Committee that DRT Bağımsız Denetim Ve Serbest Muhasebeci Mali Müşavirlik A.Ş. shall be elected to carry out other activities within the scope of the regulations regarding the auditing of the financial reports of our company for the 2023 fiscal period and this election will be submitted to the approval of the General Assembly. (ANNEX-6)

1. Discussing and deciding on Article 7 of the Company's Articles of Association, titled "Company's Capital", based on the permission of the Ministry of Commerce according to the approval of the Capital Markets Board,

The amendment made in the Company's Articles of Association will be submitted to the approval of the General Assembly. The Draft Amendment to the Articles of Association, which has received the necessary approvals from the CMB and T.C. Ministry of Commerce, is included in ANNEX-2.

1. Informing shareholders on the donation and charities made in 2022,

Pursuant to Article 6 of the Capital Markets Board's Communiqué on Dividends numbered II.19.1, donations made during the year must be submitted to the information of the General Assembly and donations and aids in the amount of 1.824.606 TL made to public institutions and various institutions and associations in 2022 will be submitted to the information of the shareholders.

1. Discussion and determination on the donation limit for the fiscal period between 01.01.2023-31.12.2023

Pursuant to the 5th paragraph of the 19th article of the Capital Markets Law numbered 6362 and in accordance with the 6th article of the Capital Markets Board's Dividend Communiqué numbered II.19.1, the limit of donations to be made in 2023 will be determined by the general assembly.

1. Discussion and authorization of members of the Board of Directors with regards to conducting transactions stated under Articles 395 and 396 of the Turkish Commercial Code,

It is possible for our members of the Board of Directors to carry out transactions within the framework of the first paragraph of Article 395 titled "Ban on Transactions with and Indebtedness to Company" and Article 396 titled "Non-Competition" of the TCC, only with the approval of the General Assembly. Grant of the said authorization will be submitted to the approval of the shareholders.

1. Informing the shareholders regarding the transactions falling in the scope of the principle in Article 1.3.6. of the Communiqué on Corporate Governance numbered II-17.1 of Capital Markets Board

In accordance with the mandatory Corporate Governance Principle no. 1.3.6. of CMB, in the case where shareholders holding management control, members of the board of directors, managers with administrative responsibility and their spouses and relatives by marriage and by blood up to the second degree make a material transaction that may cause a conflict of interest with the partnership or its subsidiaries and/or make a transaction of a commercial business type that is within the scope of the business of the partnership or its subsidiaries on their own or someone else's account or enter as an unlimited liability partner in another partnership dealing with the same type of commercial business; the said transactions are included in the agenda of the general assembly as a separate agenda item and recorded in the minutes of the general assembly in order to give detailed information on the subject at the general assembly.

---

Our shareholders will be informed about transactions of this type realized during the year.

14. Informing the shareholders about the sureties, pledges, securities and warranties and derived income given by Company to the benefit of 3. parties in 2022,

Pursuant to the provision of Article 12 of the "Corporate Governance Communiqué" of the Capital Markets Board No. II-17.1; income and benefits obtained through sureties, pledges, securities and warranties derived by our company and its subsidiaries in favor of third parties should be included in the agenda of the ordinary general assembly meeting as separate items and this matter is included in footnote 19 of our consolidated financial statements dated 31.12.2022.

15. Closure.

ANNEX: 1 Proxy Letter,

ANNEX: 2 Draft Amendment of the Articles of Association

ANNEX: 3 Board of Directors Resolution regarding the amendment of Article 7 of the Company's Articles of Association titled "Company's Capital",

ANNEX: 4 Consolidated Financial Statements

ANNEX: 5 Table of Profit Distribution,

ANNEX: 6 Board of Directors Resolution on the Election of Independent Auditors for the year 2023

---

7

ANNEX:1

PROXY LETTER

DEVA HOLDING A.Ş.

We, hereby designate ... who is described in detail below, as my representative authorized to represent me, to vote, to make proposals and to sign the necessary documents in line with the views I have stated below, at the ordinary general assembly meeting of Deva Holding A.Ş. to be held on Friday, April 28, 2023, at 10:00, at the company headquarters (Halkalı Merkez Mah. Basın Ekspres Cad. No:1 Küçükçekmece/Istanbul).

Attorney's(*);

Name Surname/Trade Title:

TR Identity No/Tax No, Trade Registry and Number and MERSIS number:

(*) For attorneys of foreign nationality, it is obligatory for them to submit the aforementioned information of its equivalents, if any.

A) SCOPE OF REPRESENTATION

For the sections 1 and 2 given below, one of the options (a), (b) or (c) should be chosen to determine the scope of the representation authority.

1. Subjects related to the Agenda of the General Assembly;
   a) The attorney is authorized to vote in line with his/her own opinion.
   b) The attorney is authorized to vote in line with the proposals of the partnership management.
   c) The attorney is authorized to vote in accordance with the instructions given in the table below.

Instructions:

In case option (c) is chosen by the shareholder, instructions specific to the agenda item are given by marking one of the options (approval or denial) opposite the relevant general assembly agenda item and if the rejection option is selected, the said instructions are given by stating the dissenting opinion, if any, which is requested to be written in the minutes of the general assembly.

Agenda Items (*)	Approval	Denial	Dissenting Opinion
1- Opening and Election of Chairmanship Council
2- Reading and discussion of the Activity Report of the Board of Directors relating to fiscal year of 2022,
3- Reading the Summary of the Independent Audit Firm's Report relating to fiscal year of 2022,
4- Reading, discussion and decision on the Consolidated Financial Statements relating to fiscal year of 2022,
5- Discussion and decision to release Board Members respectively from their activities held in the fiscal year of 2022,
6- Discussion and decision on the proposal of Board of Directors related to the profit for the fiscal year of 2022,
7- Determination of Board members' honorarium,
8- Discussion and decision on the election of the Independent Audit Firm for 2023 accounts and operations proposed by the Board of Directors in accordance with the Turkish Commercial Code and Capital Markets Board,
9- Discussing and deciding on Article 7 of the Company's Articles of Association, titled "Company's Capital", based on the permission of

---

8

the Ministry of Commerce according to the approval of the Capital Markets Board,
10- Informing shareholders on the donation and charities made in 2022,
11- Discussion and determination on the donation limit for the fiscal period between 01.01.2023 – 31.12.2023,
12- Discussion and authorization of members of the Board of Directors with regards to conducting transactions stated under Articles 395 and 396 of the Turkish Commercial Code,
13- Informing the shareholders regarding the transactions falling in the scope of the principle in Article 1.3.6. of the Communiqué on Corporate Governance numbered II-17.1 of Capital Markets Board,
14- Informing the shareholders about the sureties, pledges, securities and warranties and derived income given by Company to the benefit of 3. parties in 2022,
15- Closure

1. Special instruction regarding other issues that may arise in the General Assembly meeting and especially the use of minority rights:
   a) The attorney is authorized to vote in line with his/her own opinion.
   b) The attorney is not authorized to represent in these matters.
   c) The attorney is authorized to vote in accordance with the following special instructions.

SPECIAL INSTRUCTIONS; Special instructions, if there is any, to be given by the shareholder to the attorney are stated herein.
B) The shareholder chooses one of the options below and specifies the shares he/she wants the attorney to represent.

1. I hereby confirm that the attorney represents the shares specified in detail below:
   a) Order and serial:
   b) Number/Group:
   c) Quantity-Nominal value:
   ç) Whether they have voting privileges:
   d) Whether in Bearer-Registered from:
   e) Ratio of shareholder to total shares/voting rights:

2. Such information is not required for the dematerialized shares.
   ** For the dematerialized shares, information about the group, if any, will be given instead of the number.

3. I hereby confirm the representation by the attorney of all of my shares in the list of shareholders who able to attend the general assembly prepared by CRA the day before the general assembly day.

NAME SURNAME or TITLE OF THE SHAREHOLDER (*)

TR Identity No/Tax No, Trade Registry and Number and MERSIS number:

Address:

(*) For foreign shareholders, it is obligatory to submit the aforementioned information or its equivalents, if any.

---

ANNEX: 2 Draft Amendment of the Articles of Association

OLD TEXT	NEW TEXT
COMPANY'S CAPITAL
Article 7 - The Company has adopted the registered capital system pursuant to provisions of the Capital Markets Law and has started to use this system under the permission of the Capital Markets Board no. 68/19 dated 18.3.1983. The upper limit of the Company's registered capital is TL 500,000,000 (five hundred million Turkish Liras).

The company's current issued capital of TL 200,019,287.78 has been fully paid free of collusion.

The Company's issued capital consists of 20,001,928,778 shares, each having a nominal value of 1 (one) Kurush. Out of this amount, a total of 10 shares, being 5 from Group (A) and 5 from Group (A), are registered shares, and 20,001,928,768 from Group (C) are bearer shares.

The permission granted by the Capital Markets Board for the upper limit of the registered capital is valid for the years 2019-2023 (five years). Even though the permitted upper limit of the registered capital is not reached by the end of 2023, it is required to obtain a permission from the Capital Markets Board for the previously permitted upper limit or a new upper limit and to obtain authorization from the General Assembly for a new period of maximum 5 years in order for the Board of Directors to take a resolution of capital increase.

The shares representing the capital are monitored within the framework of the principles of dematerialization.

The Board of Directors is authorized to increase the issued capital by issuing new shares, to issue shares at call price over their nominal value and | COMPANY'S CAPITAL
Article 7 - The Company has adopted the registered capital system pursuant to provisions of the Capital Markets Law and has started to use this system under the permission of the Capital Markets Board no. 68/19 dated 18.3.1983. The upper limit of the Company's registered capital is TL 500,000,000 (five hundred million Turkish Liras).

The company's current issued capital of TL 200,019,287.78 has been fully paid free of collusion.

The Company's issued capital consists of 20,001,928,778 shares, each having a nominal value of 1 (one) Kurush. Out of this amount, a total of 10 shares, being 5 from Group (A) and 5 from Group (A), are registered shares, and 20,001,928,768 from Group (C) are bearer shares.

The permission granted by the Capital Markets Board for the upper limit of the registered capital is valid for the years 2023-2027 (five years). Even though the permitted upper limit of the registered capital is not reached by the end of 2027, it is required to obtain a permission from the Capital Markets Board for the previously permitted upper limit or a new upper limit and to obtain authorization from the General Assembly for a new period of maximum 5 years in order for the Board of Directors to take a resolution of capital increase after 2027.

The shares representing the capital are monitored within the framework of the principles of dematerialization.

The Board of Directors is authorized to increase the issued capital by issuing new shares, to issue shares at call price over their nominal value and |

---

10

to limit the shareholders' right to acquire new shares, as and when it deems necessary, in compliance with the provisions of the Capital Markets Law. The authority to limit the right to acquire new shares cannot be exercised in a way to lead to inequality between shareholders.

The Company's capital can be increased or decreased where necessary in compliance with the provisions of the Turkish Commercial Code and the Capital Markets Law and other relevant legislation.

Shares to be issued in capital increases can be distributed according to the share groups they own, in proportion to their shares.

to limit the shareholders' right to acquire new shares, as and when it deems necessary, in compliance with the provisions of the Capital Markets Law. The authority to limit the right to acquire new shares cannot be exercised in a way to lead to inequality between shareholders.

The Company's capital can be increased or decreased where necessary in compliance with the provisions of the Turkish Commercial Code and the Capital Markets Law and other relevant legislation.

Shares to be issued in capital increases can be distributed according to the share groups they own, in proportion to their shares.

ANNEX: 3 Board of Directors Resolution on the amendment of Article 7 of the Company's Articles of Association titled "Company's Capital"

MEETING: 2023/6

MEETING DATE : 16.02.2023

ATTENDEES : Philipp D. Haas
Mesut Çetin
Ayşecik Haas
Eşref Güneş Ufuk
Sengül Soytaş

AGENDA : Amendment of the Article 7 of the Company's Articles of Association titled "Capital of the Company"

RESOLUTION : In the framework of Article 18 of the Capital Market Law and Communiqué on Capital Markets Board numbered II-18.1; it is decided that the Article 7 of the Company's Articles of Association titled "Company's Capital" is amended for another 5 year-period (2023-2027) and the Management is authorized to fulfill all kinds of works and transactions necessary for implementation of this decision.

Annex: Articles of Association Amendment Draft

Chairman ViceChairman Member Member Member
Philipp D. Haas Mesut Çetin Ayşecik Haas Sengül Soytaş Eşref Güneş Ufuk

---

Annex-4: Consolidated Financial Statements

(https://www.deva.com.tr/uploads/pdf_files/bGFsIPTOvkNfLKaf6EPv.pdf)

Annex-5: Table of Profit Distribution

11

---

PROFIT DISTRIBUTION TABLE

DEVA HOLDING A.S.
2022 Profit Distribution Table (TL)
1	Issued Capital	200.019.287,78
2	General Legal Reserve (based on legal records)	40.003.857,56
If privilege exists in profit distribution in accordance with the Articles of Association, information on such privilege		10% of the profit amount to be determined in accordance with the the Articles of Association is distributed to privileged shareholders of A group.
		Based on CMB	Based on Legal Records (LR)
3	Profit for the Period	1.299.551.031,00	1.345.205.331,43
4	Taxes (-)	60.673.190,00	-3.499.104,97
5	Net Profit for the Period	1.360.224.221,00	1.341.706.226,46
6	Losses from the Previous Periods (-)	0	0
7	General Legal Reserve (-)	0	0
8	Net Distributable Profit/Loss for the Period	1.360.224.221,00	1.341.706.226,46
9	Donations made within the year (+)	1.824.606,21
10	Net Distributable Profit for the Period with Donations added	1.362.048.827,21
11	First Profit to Shareholders
-Cash
-Without charge
-Total	10.000.964,39
10.000.964,39
12	Profit distributed to Privileged Shareholders	134.822.306,37
13	Other Profit Distributed
- To the Members of the Board of Directors
- To the Employees
- To persons other than Shareholders	64.977.551,55
14	Profit distributed to Dividend Shareholders	0
15	Second Profit to Shareholders	20.001.928,78
16	General Legal Reserve	21.980.178,67
17	Statutory Reserves	0
18	Special Reserves	0
19	Extraordinary Reserves	1.108.441.291,24
20	Other Resources Foreseen to be Distributed
-Previous Years Profit
-Extraordinary Reserves
-Other Distributed in accordance with Law and Articles of Association

TABLE OF PROFIT RATES DETAILS OF PROFIT PER SHARE

	GROUP	TOTAL PROFIT DISTRIBUTED		TOTAL PROFIT DISTRIBUTED/NET DISTRIBUTABLE PROFIT FOR THE PERIOD	PROFIT CORRESPONDING TO SHARE WITH NOMINAL VALUE OF TL 1
		Cash (TL)	Free (TL)	Rate (%)	Amount (TL)	Rate (%)
NET	A (°)	121.340.075,73	0	8,92	24.268.015,15	2426801515
	B	0,00675	0	0,00	0,135	13,50
	C	27.002.603,85	0	1,99	0,135	13,50
	TOTAL	148.342.679,59	0

(*) Although the "Profit Share Ratios" table requires that the cash dividend to be paid to the share with a nominal value of 1 TL be shown, the A group, the amount and rate corresponding to the 1 kuru preferred share are shown in the relevant part of the table, since the nominal value of the privileged shares belonging to our company is 1 kuru.

---

13

Annex-6: Board of Directors Resolution on the Election of Independent Auditors for the year 2023

MEETING: 2023/20

MEETING DATE : 31.03.2023

ATTENDEES
: Philipp D. Haas
Mesut Çetin
Ayşecik Haas
Eşref Güneş Ufuk
Sengül Soytaş

AGENDA
: Determination of Independent Audit Company for audit of our Company's financial statements for year 2023 and to undertake audit function.

RESOLUTION
: The Board of Directors have discussed below issue and resolved as follows.

As a result of evaluation considering the opinion of our Company's Audit Committee, it was resolved that DRT Bağımsız ve Serbest Muhasebeci Mali Müşavirlik A.Ş. has been elected as independent audit firm in order to fulfill audit duties for year 2023 pursuant to the relevant provisions of Turkish Commercial Code No: 6102 and to audit our Company's financial statements for the year 2023 pursuant to the principles set forth under Capital Markets Law No: 6362 and such election to be submitted to the approval of General Assembly during the Ordinary General Assembly Meeting which will be held in 2023.

The meeting was adjourned as there was no other item on the agenda to be discussed.

Chairman
Philipp D. Haas

ViceChairman
Mesut Çetin

Member
Ayşecik Haas

Member
Sengül Soytaş

Member
Eşref Güneş Ufuk