LDR TURİZM A.Ş. — Proxy Solicitation & Information Statement 2026

Apr 14, 2026

LDR TURİZM ANONİM ŞİRKETİ
INVITATION TO THE GENERAL ASSEMBLY MEETING DATED APRIL 8, 2026

Dear shareholder,

The Annual Shareholders Meeting of our Company for the year 2025 will be held on Wednesday, April 08, 2026 at 10:00 am at the Company headquarters located at Maslak Mah., Eski Büyükdere Cad., Giz 2000 Plaza, No:7, K:14, D:55-56, Sarıyer, İstanbul and will convene to discuss the following agenda items.

Shareholders listed in the Shareholders List obtained through the Electronic General Assembly System ("EGAS") of the Merkezi Kayıt Kuruluşu A.Ş. ("MKK") on the day of the meeting may attend the meeting physically or electronically, either in person or by proxy. Shareholders who will attend general meetings in person or by proxy physically need to present their identification at the meeting.

In accordance with Article 1527 paragraph 4 of the Turkish Commercial Code No 6102, Our shareholders who wish to attend the General Assembly Meeting may attend the General Assembly Meeting electronically, in person or through their representatives.

Our shareholders 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 and Communique on the Electronic General Assembly System to be applied in the General Assemblies of Joint Stock Companies. Otherwise, it will not be possible for them to attend the general assembly meeting. Those who wish to attend the General Assembly Meeting in person or electronically through their representatives are required to notify their preferences via EGAS provided by MKK until 9:00 PM on 1 (one) day prior to the date of the General Assembly Meeting. Those who wish to attend the General Assembly Meeting via EGAS in order to exercise their shareholding rights without any problems must have a "secure electronic signature" in order to directly attend the General Assembly Meeting via EGAS or to appoint a proxy, and must log in to the system with their secure electronic signature from 06:00 a.m. until 5 minutes before the meeting time on the meeting day. In addition, proxies who will attend the meeting via EGAS must also have a "secure electronic signature". According to Article 1526 of the Turkish Commercial Code, notifications to be made through EGAS on behalf of legal entity shareholders must be signed by the authorized signatory of the legal entity using a secure electronic signature generated in their own name on behalf of the company. Comprehensive and current information can be accessed through the MKK's official website athttps://egk.mkk.com.tr.

Shareholders who will participate in meetings via proxy in person are required to have the power of attorney issued by a notary public for third parties, as exemplified below and on the Company's website, or to attach the signed declaration of signature made in the presence of a notary public to the power of attorney form and submit it to the General Assembly.

The proxy appointed electronically through the Electronic General Assembly System is not required to submit a power of attorney document. The proxy appointed through EGAS may attend the General Assembly Meeting physically or through EGAS. The proxy who will attend the meeting physically and by proxy, whether appointed by a notarised power of attorney or through EGAS, is obliged to show his/her ID card at the meeting. Power of attorneys that are not in compliance with the sample power of attorney required by the Communique and attached to this invitation announcement will not be accepted due to our legal liability.

Shareholders who register to attend the meeting via EGAS will not be able to physically attend the meeting. There is no difference in terms of the ability to exercise rights arising from shareholding between physical attendance and attendance through EGAS; all shareholder rights, such as live viewing of the meeting, participation in voting, asking questions, and submitting motions, can be exercised through EGAS.

The Financial Statements of the Company and the Independent Auditor's Report for the year 2025, the proposal of the Board of Directors regarding the use of the Company profit for the year 2025, the 2025 Annual Report of the Board of Directors, Amended Articles of Association and Information Form, within the legal timeframe, made available for the review of our shareholders, starting from three weeks prior to the meeting, at our Company headquarters, at our corporate website www.liderfilo.com.tr and the Electronic General Assembly Portal of the Merkezi Kayıt Kuruluşu A.Ş.

Dear Shareholders are kindly invited to attend the meeting on the above-mentioned day and time.

Sincerely,

LDR TURİZM ANONİM ŞİRKETİ
İstanbul Chamber of Trade Registry Office
Trade Register No: 744414-0

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AGENDA FOR THE ANNUAL GENERAL ASSEMBLY
MEETING DATED APRIL 08, 2026

1. Opening statement and appointment of the Meeting Chairman, authorising the Meeting Chairman to sign the minutes of the General Assembly Meeting and the list of attendees,
2. Reading and discussion of the Board of Directors' Annual Report for the fiscal year 2025.
3. Reading and discussion of the summary of the Independent Auditor’s Report for the fiscal year 2025.
4. Reading, discussion, and approval of the Financial Statements for the fiscal year 2025.
5. Release (discharge) of the Members of the Board of Directors from liability for their activities, transactions, and accounts for the year 2025.
6. Discussion and resolution of the Board of Directors’ proposal regarding the distribution of profit for the year 2025.
7. Submission for the approval of the General Assembly of the appointment of a Board Member made by the Board of Directors in accordance with Article 363 of the Turkish Commercial Code.
8. Approval of the amendment to Article 6 of the Company’s Articles of Association titled “Capital, Shares and Transfer of Shares”.
9. Determination and resolution of the remuneration, attendance fees, bonuses, premiums, and similar rights to be paid to the Members of the Board of Directors during their term of office.
10. Approval of the selection of the Independent Audit Firm in accordance with the Turkish Commercial Code, Capital Markets Board regulations, and the regulations of the Public Oversight, Accounting and Auditing Standards Authority.
11. Providing information to shareholders regarding donations made by the Company during 2025 and determining the upper limit for donations to be made in 2026.
12. Providing information to shareholders regarding the transactions carried out under the share buyback program initiated by the Board of Directors’ resolution dated 27.11.2025.
13. Discussion and resolution on authorizing the Board of Directors to decide on the distribution of dividend advances in the 2026 fiscal year, provided that distributable profit is generated in accordance with the Company’s Articles of Association and relevant legislation.
14. Providing information to shareholders regarding the guarantees, pledges, mortgages, and sureties provided by the Company in favor of third parties during 2025, as well as any income or benefits obtained therefrom, in accordance with Capital Markets Board regulations.
15. Granting permission, within the framework of Articles 395 and 396 of the Turkish Commercial Code, to members of the Board of Directors.
16. Providing information to the General Assembly regarding transactions specified under Articles 1.3.6 and 1.3.7 of the Corporate Governance Principles of the Capital Markets Board.
17. Wishes and closing.

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POWER OF ATTORNEY
Chairman of the Board of Directors of LDR Turizm Anonim Sirketi

I/we hereby appoint ..., further identified below, as my/our representative to represent me/us and vote, submit proposals and sign documents on my/our behalf, within the framework of the instructions below, at the annual general assembly meeting of LDR Turizm A.Ş. for the year 2025, scheduled for 10:00 am on April 08, 2026 and to be held at the Company headquarters located at Maslak Mah., Eski Büyükdere Cad., Giz 2000 Plaza, No:7, K:14, D:55-56, Sarıyer / İstanbul.

Name, Surname / Commercial Title of the Proxy (*):

Turkish Identification / Tax Number, Trade Registration No. and MERSIS No. of the Proxy

(*) For foreign proxies, equivalent of the required information must be provided

A) SCOPE OF REPRESENTATIVE AUTHORITY

For Sections 1 and 2 provided below either (a), (b) or (c) must be chosen (choices should be circled) to indicate the scope of representative authority.

1. Regarding the Issues on the Agenda of the General Assembly;

a) The Proxy is authorized to vote at its own discretion.
b) The Proxy is authorized to vote in accordance with the proposals of the Company management.
c) The Proxy is authorized to vote in accordance with the instructions below.

Instructions:

If the Shareholder chooses option (c) above, the Shareholder will provide instructions to the Proxy by indicating its vote on each agenda item and by also indicating its dissenting opinion, if any, for the agenda items voted against.

No	Agenda Items	In Favor	Against	Dissenting Opinion
1	Opening statement and appointment of the Meeting Chairman, authorising the Meeting Chairman to sign the minutes of the General Assembly Meeting and the list of attendees,
2	Reading and discussion of the Board of Directors’ Annual Report for the fiscal year 2025.
3	Reading and discussion of the summary of the Independent Auditor’s Report for the fiscal year 2025.
4	Reading, discussion, and approval of the Financial Statements for the fiscal year 2025.
5	Release (discharge) of the Members of the Board of Directors from liability for their activities, transactions, and accounts for the year 2025.
6	Discussion and resolution of the Board of Directors’ proposal regarding the distribution of profit for the year 2025.
7	Submission for the approval of the General Assembly of the appointment of a Board Member made by the Board of Directors in accordance with Article 363 of the Turkish Commercial Code.
8	Approval of the amendment to Article 6 of the Company’s Articles of Association titled “Capital, Shares and Transfer of Shares”.
9	Determination and resolution of the remuneration, attendance fees, bonuses, premiums, and similar rights to be paid to the Members of the Board of Directors during their term of office.
10	Approval of the selection of the Independent Audit Firm in accordance with the Turkish Commercial Code, Capital Markets Board regulations, and the regulations of the Public Oversight, Accounting and Auditing Standards Authority.
11	Providing information to shareholders regarding donations made by the Company during 2025 and determining the upper limit for donations to be made in 2026.

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12	Providing information to shareholders regarding the transactions carried out under the share buyback program initiated by the Board of Directors' resolution dated 27.11.2025.
13	Discussion and resolution on authorizing the Board of Directors to decide on the distribution of dividend advances in the 2026 fiscal year, provided that distributable profit is generated in accordance with the Company's Articles of Association and relevant legislation.
14	Providing information to shareholders regarding the guarantees, pledges, mortgages, and sureties provided by the Company in favor of third parties during 2025, as well as any income or benefits obtained therefrom, in accordance with Capital Markets Board regulations.
15	Granting permission, within the framework of Articles 395 and 396 of the Turkish Commercial Code, to members of the Board of Directors.
16	Providing information to the General Assembly regarding transactions specified under Articles 1.3.6 and 1.3.7 of the Corporate Governance Principles of the Capital Markets Board.
17	Wishes and closing.

*There is no voting on information items.

1. Special Instructions Regarding Other Matters Arising During the Meeting Especially the Exercise of Minority Rights

a) The Proxy is authorized to vote at its own discretion.
b) The Proxy is not authorized to vote on these matters.
c) The Proxy is authorized to vote in accordance with the special instructions below.()
()Special instructions to the Proxy, if any, will be indicated here

B) The Shareholder will indicate the shares it wishes the Proxy to represent by choosing one of the following

1. I approve the representation of the shares detailed below by the Proxy.

a) Series and Order:
b) Number:
c) Amount-Nominal Value of the Shares:
d) Information on any Privileges attached to the Shares:
e) Bearer or Registered:
f) Ratio Against the Entire Number of Shares and Voting Rights of the Shareholder:

*Not required for dematerialized shares.

**For dematerialized shares group information will be provided instead of number.

1. I approve the representation of all my shares indicated in the list of attendees to be prepared by the Merkezi Kayıt Kuruluşu A.Ş. one day prior to the General Assembly by the Proxy.

NAME, SURNAME OR COMMERCIAL TITLE OF THE SHAREHOLDER (*):
Turkish Identification / Tax Number, Trade Registration No. and MERSIS No. of the Shareholder:

Adress:
(*) For foreign shareholders equivalent of the required information must be provided

SIGNATURE: