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HİTİT BİLGİSAYAR HİZMETLERİ A.Ş.

Pre-Annual General Meeting Information Mar 29, 2024

8920_rns_2024-03-29_8bc192dd-c70f-4f39-a010-af5b43990023.pdf

Pre-Annual General Meeting Information

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INVITATION NOTICE FOR THE

ORDINARY GENERAL ASSEMBLY MEETING FOR 2023 ACTIVITY YEAR

Istanbul Trade Registry – Trade Registry No: 315040-0

The Ordinary General Assembly Meeting of our Company for the 2023 activity year will be held on 25.04.2024, Thursday, at 10.00 a.m., at "Reşitpaşa Mah. Katar Cad. No: 4/1 Arı Teknokent 2 İç Kapı No:601 34469 Maslak/ Sarıyer/İSTANBUL" at the Company's head office address.

The shareholders of our Company may attend the Ordinary General Assembly Meeting physically or electronically in person or through their representatives. Attendance to the meeting electronically is possible with the secure electronic signatures of the shareholders or their representatives. For this reason, the shareholders or their representatives who will perform transactions in the electronic general assembly system (elektronik genel kurul sistemi) must have secure electronic signatures and must be registered in the "e-Investor Information Centre" of the Central Registry Agency (Merkezi Kayıt Kuruluşu).

In addition, shareholders or their representatives who wish to attend the meeting electronically are required to fulfil their obligations in accordance with the provisions of the "Regulation On General Assemblies Of Joint Stock Companies To Be Held Electronically" published in the Official Gazette dated 28 August 2012 and numbered 28395 and 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 are unable to attend the meeting in person, physically or electronically, are required to arrange their proxies in accordance with the sample below by fulfilling the matters stipulated in the Capital Markets Board's "Communiqué on Voting by Proxy and Proxy Solicitation" numbered II-30.1, either by having their signature notarised or by attaching the signature statement issued before a notary public to the signed proxy form. The sample power of attorney form can also be obtained from the Company Head Office and the Company's website at www.hititcs.com. Shareholders who wish to attend the General Assembly in person will be able to exercise their rights regarding their shares registered in the "Shareholders List" in the Central Registry Agency (Merkezi Kayıt Kuruluşu) system by presenting their identity cards. Power of attorneys that are not in compliance with the power of attorney sample attached hereto and required by the Communiqué in question will not be accepted.

Our shareholders who will attend the general assembly electronically through the Electronic General Assembly System may obtain information about the procedures and principles regarding participation, appointment of representatives, making proposals, expressing opinions and voting from the website of the Central Registry Agency at https://www.mkk.com.tr.

Our Company's Consolidated Financial Statements for the year 2023, the Annual Report of the Board of Directors, the Independent Audit Report, the Dividend Distribution Proposal of the Board of Directors and the General Assembly Information Document will be made available for the review of the shareholders at the Company headquarters and on the Company's website at www.hititcs.com and on the Electronic General Assembly system of the Central Registry Agency at least three weeks before the General Assembly Meeting within the legal period.

Pursuant to the Capital Markets Law, for registered shares that are traded on the stock exchange, the Shareholders will not be notified by registered letter.

Kindly submitted for the information of honourable shareholders.

Sincerely,

HİTİT BİLGİSAYAR HİZMETLERİ A.Ş. PRESIDENCY OF THE BOARD OF DIRECTORS

Annexes:

Agenda

Sample for Power of Attorney

ORDINARY GENERAL ASSEMBLY MEETING AGENDA FOR 2023 ACTIVITY YEAR

    1. To open and form of the Presidency;
    1. To authorise the Meeting President to sign the minutes of the General Assembly Meeting;
    1. To read and discuss the Annual Report of the Board of Directors for the 2023 activity year;
    1. To read the Independent Audit Company Report for the 2023 activity year;
    1. To read, discuss and approve the consolidated financial statements for the 2023 activity year;
    1. To release the Members of the Board of Directors for their activities and transactions for the 2023 activity year,
    1. Discussing and resolving on the proposal of the Board of Directors not to distribute the profit for the year 2023;
    1. To submit the independent members elected by the Board of Directors pursuant to Article 363 of the Turkish Commercial Code in accordance with the capital markets legislation for the approval of the General Assembly due to the vacancy in the membership of the Board of Directors;
    1. To discuss and resolve the election of the members of the Board of Directors and determination of their terms of office;
    1. To discuss and resolve the membership fees of the members of the Board of Directors for the 2024 activity year;
    1. To discuss and resolve the proposal of the Board of Directors regarding the selection of an independent external auditing company for the audit of the accounts and transactions for the year 2024 in accordance with the Turkish Commercial Code and the Capital Markets Law;
    1. To inform the shareholders about the donations made in the 2023 activity year and discuss and decide on the donation limit for the 01.01.2024 - 31.12.2024 activity year;
    1. Within the framework of the regulations of the Capital Markets Board, to inform the shareholders about the guarantees, pledges, mortgages and sureties given by the Company in favour of third parties in 2023 and the income or benefits derived therefrom; and
    1. The closing.

POWER OF ATTORNEY HİTİT BİLGİSAYAR HİZMETLERİ A.Ş.

I hereby appoint .............................................................................................., who is introduced in detail below, as my representative to be authorised to represent me, to vote, to make proposals and to sign the necessary documents in line with the opinions I have stated below, at the Ordinary General Assembly Meeting of 2023 to be held at the headquarters of the company, at Reşitpaşa Mah. Katar Cad. No: 4/1 Arı Teknokent 2 İç Kapı No:601 34469 Maslak/Sarıyer/İSTANBUL on 25.04.2024 Thursday, at 10.00 a.m.

Representative's (*)

Name / Surname / Trade Name:

T.R. Identity Number / Tax Number, Trade Registry and Number and MERSIS number:

(*) For foreign representatives, it is obligatory to submit the equivalent of the aforementioned information, if any.

A) SCOPE OF AUTHORISATION OF REPRESENTATION

The scope of the authorisation of representation should be determined by selecting one of the options (a), (b) or (c) for the sections 1 and 2 below.

    1. Regarding the matters included in the General Assembly Agenda;
    2. a. The representative is authorised to vote in accordance with his/her own opinion;
    3. b. The representative is authorised to vote in line with the recommendations of the shareholding management;
    4. c. The representative is authorised to vote in accordance with the instructions specified in the table below.

INSTRUCTIONS:

If option (c) is selected by the shareholder, the instructions specific to the agenda item shall be given by ticking one of the options (acceptance or rejection) given opposite the relevant general assembly agenda item and, if the rejection option is selected, by indicating the dissenting opinion, if any, requested to be written in the minutes of the general assembly meeting.

Agenda items (*) Acceptance Rejection Dissenting
Opinion
1.
To open and form of the Presidency;
2.
To authorise the Meeting President to sign the minutes of the
General Assembly Meeting;
3.
To read and discuss the Annual Report of the Board of
Directors for the 2023 activity year;
4.
To read the Independent Audit Company Report for the 2023
activity year;
5.
To read, discuss and approve the consolidated financial
statements for the 2023 activity year;
6.
To release the Members of the Board of Directors for their
activities and transactions for the 2023 activity year,
7.
Discussing and resolving on the proposal of the Board of
Directors not to distribute the profit for the year 2023;
8.
To submit the independent members elected by the Board of
Directors pursuant to Article 363 of the Turkish Commercial
Code in accordance with the capital markets legislation for the
approval of the General Assembly due to the vacancy in the
membership of the Board of Directors;
9.
To discuss and resolve the election of the members of the
Board of Directors and determination of their terms of office;
10.
To discuss and resolve the membership fees of the members
of the Board of Directors for the 2024 activity year;
11. To discuss and resolve the proposal of the Board of Directors
regarding the selection of an independent external auditing
company for the audit of the accounts and transactions for the
year 2024 in accordance with the Turkish Commercial Code
and the Capital Markets Law;
12. To inform the shareholders about the donations made in the
2023 activity year and discuss and decide on the donation
limit for the 01.01.2024 -
31.12.2024 activity year;
13. Within the framework of the regulations of the Capital
Markets
Board,
to
inform
the
shareholders
about
the
guarantees, pledges, mortgages and sureties given by the
Company in favour of third parties in 2023 and the income or
benefits derived therefrom; and
14. To open and form of the Presidency;

If the minority has a separate draft resolution, this is also indicated separately in order to ensure proxy voting.

  • 2. Special instructions on other issues that may arise at the General Assembly Meeting and in particular on the exercise of minority rights:
    • a. The representative is authorised to vote in accordance with his/her own opinion;
    • b. The representative is not authorised to represent in these matters;
    • c. The representative is authorised to vote in accordance with the following special instructions.

SPECIAL INSTRUCTIONS:

Special instructions to be given to the representative by the shareholder, if any, are stated here.

B) The shareholder chooses one of the following options and specifies the shares he/she wants the representative to represent.

  1. I approve the representation of my shares detailed below via proxy.
a) Type and Series
(*)
:
b) Number / Group(**) :
c) Quantity Nominal value :
ç) Whether there is a privilege in voting :
d) Bearer
or registered share(*)
:
e) Proportion of total shares / voting rights held by the shareholder :
  1. I hereby approve the representation via proxy of all of my shares included in the list of shareholders who can attend the General Assembly prepared by Merkezi Kayıt Kuruluşu A.Ş. one day before the General Assembly.

(*) This information is not requested for dematerialised shares.

(**) For dematerialised shares, information regarding the group, if any, will be given instead of the number.

FULL NAME or TITLE OF SHAREHOLDER (*) :

T.R. Identity Number / Tax Number, Trade Registry and Number and MERSIS number:

ADDRESS:

SIGNATURE :

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

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