HACI ÖMER SABANCI HOLDİNG A.Ş.

Share Issue/Capital Change • Jan 6, 2026

CAPITAL

Article 10 - The Company has adopted registered capital system in accordance with the provisions of the Capital Market Law and has shifted to this system by virtue of permission No. 667 dated 08.05.1997 of the Capital Markets Board.

Registered capital amount of the Company is 3,000,000,000 Turkish Liras, divided into 300,000,000,000 registered shares with a par value of 1 (One) Kurus each.

The permission given by the Capital Markets Board for registered capital is applicable for 5 years, between 2021 and 2025. Even if registered capital amount is not reached at the end of year 2025, in order for the Board of Directors to hold a capital increase resolution after 2025, an authorization is required to be taken from the General Assembly for a new term of up to 5 years, with a prior permission of the Capital Markets Board for the previous upper limit or for a new upper limit amount. If such authorization is not taken, the Company cannot process a capital increase by a resolution of the Board of Directors. The Board of Directors has the right to increase the issued capital up to the upper limit amount by issuing registered shares in accordance with the provisions of the Capital Market Law, whenever it deems necessary.

Issued capital of "SA" is 2,100,375,969.18 Turkish Liras, divided into 210,037,596,918 registered shares, each of which is fully paid-up with a par value of 1 (One) Kurus.

The previous issued capital of "SA" with an amount of 2,040,403,931 Turkish Liras has been fully paid-up free of any collusion. Subsequently, additional shares with an amount of 59,972,038.18 Turkish Liras were issued due to a merger transaction with which all of the assets and

CURRENT ARTICLES PROPOSED ARTICLES

CAPITAL

Article 10 - The Company has adopted registered capital system in accordance with the provisions of the Capital Market Law and has shifted to this system by virtue of permission No. 667 dated 08.05.1997 of the Capital Markets Board.

Registered capital amount of the Company is 10,000,000,000 Turkish Liras, divided into 1,000,000,000,000 registered shares with a par value of 1 (One) Kurus each.

The permission given by the Capital Markets Board for registered capital is applicable for 5 years, between 2026 and 2030. Even if registered capital amount is not reached at the end of year 2030, in order for the Board of Directors to hold a capital increase resolution after 2030, an authorization is required to be taken from the General Assembly for a new term of up to 5 years, with a prior permission of the Capital Markets Board for the previous upper limit or for a new upper limit amount. If such authorization is not taken, the Company cannot process a capital increase by a resolution of the Board of Directors. The Board of Directors has the right to increase the issued capital up to the upper limit amount by issuing registered shares in accordance with the provisions of the Capital Market Law, whenever it deems necessary.

Issued capital of "SA" is 2,100,375,969.18 Turkish Liras, divided into 210,037,596,918 registered shares, each of which is fully paid-up with a par value of 1 (One) Kurus.

The previous issued capital of "SA" with an amount of 2,040,403,931 Turkish Liras has been fully paid-up free of any collusion. Subsequently, additional shares with an amount of 59,972,038.18 Turkish Liras were issued due to a merger transaction with which all of the assets and liabilities

CURRENT ARTICLES	PROPOSED ARTICLES
liabilities of Exsa Export Sanayi Mamulleri Satış ve Araştırma A.Ş. have been acquired by "SA".	of Exsa Export Sanayi Mamulleri Satış ve Araştırma A.Ş. have been acquired by "SA".
The shares representing the capital are dematerialized within the framework of dematerialization principles.	The shares representing the capital are dematerialized within the framework of dematerialization principles.
The Board of Directors shall not resolve to limit the preemptive rights of shareholders.	The Board of Directors shall not resolve to limit the preemptive rights of shareholders.
DISTRIBUTION OF NET PROFIT	DISTRIBUTION OF NET PROFIT
Article 35 - The balance of net profit, calculated and determined according to balance sheet drawn up pursuant to the related provisions of the Turkish Commercial Code and other related regulations, as well as to this Articles of Association, after deduction of previous year losses (if any) and adding donations, is distributed respectively as shown;	Article 35 - The balance of net profit, calculated and determined according to balance sheet drawn up pursuant to the related provisions of the Turkish Commercial Code and Capital Markets Code with other related regulations, as well as to this Articles of Association, after deduction of previous year losses (if any) and adding donations, is distributed respectively as shown;
General Legal Reserves: a) 5% legal reserve fund shall be set aside.	General Legal Reserves: a) Five percent shall be set aside as statutory reserve until it reaches twenty percent of the share capital.
First Dividend: b) 5% of paid-in capital shall be set aside as first dividend.	First Dividend: b) 5% of capital shall be set aside as first dividend.
c) After deductions of the above amounts, 3% of the remaining amount shall be set aside for Hacı Ömer Sabancı Foundation.
Second Dividend:	Second Dividend:
d) General Assembly has the power to distribute partially or completely,	c) General Assembly has the power to distribute partially or completely, the
the remaining amount after deduction of the amounts set out in clause (a), (b) and (c) as second dividend or General Assembly by its own will may	remaining amount after deduction of the amounts set out in clause (a) and (b) as second dividend or General Assembly by its own will may decide to
decide to set aside such amount as reserve fund pursuant to the Article 521 of the Turkish Commercial Code.	set aside such amount as reserve fund pursuant to the Article 521 of the Turkish Commercial Code.

CURRENT ARTICLES	PROPOSED ARTICLES
Unless all reserves required by the Turkish Commercial Code are set aside and the dividend determined for the shareholders as per the dividend policy or this Articles of Association are distributed, it cannot be resolved to set aside other reserve funds, to carry forward profit to the next year, and to distribute profit to the employees, foundations of various purposes and similar persons and/or entities, members of the Board of Directors, officers and other employees, and profit can not be distributed to these people unless the determined amount of dividend to the shareholders are paid in cash.	Unless all reserves required by the Turkish Commercial Code are set aside and the dividend determined for the shareholders as per the dividend policy or this Articles of Association are distributed, it cannot be resolved to set aside other reserve funds, to carry forward profit to the next year, and to distribute profit to the employees, foundations of various purposes and similar persons and/or entities, members of the Board of Directors, officers and other employees, and profit can not be distributed to these people unless the determined amount of dividend to the shareholders are paid in cash.
Dividends are distributed equally to all of the existing shares as of the date of distribution, regardless of their dates of issue and time of acquisition.	Dividends are distributed equally to all of the existing shares as of the date of distribution, regardless of their dates of issue and time of acquisition.
Method and timing of distribution of profit will be resolved by the General Assembly upon the proposal of the Board of Directors.	Method and timing of distribution of profit will be resolved by the General Assembly upon the proposal of the Board of Directors.
The profit distribution decision of the General Assembly taken in accordance with the provisions of this Articles of Association cannot be revoked.	The profit distribution decision of the General Assembly taken in accordance with the provisions of this Articles of Association cannot be revoked.
	DONATIONS TO SABANCI UNIVERSITY AND HACI ÖMER
	SABANCI FOUNDATION Article 41 – After allocating the first dividend to shareholders from the
	last annual net distributable profit determined according to the
	statutory records (kept in accordance with the Tax Procedure Law), the Company shall donate 3% (three percent) of the remaining amount to
	Hacı Ömer Sabancı Foundation and/or Sabancı University.