ODAŞ ELEKTRİK ÜRETİM SANAYİ TİCARET A.Ş.

Proxy Solicitation & Information Statement • Dec 25, 2025

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ODAŞ ELEKTRİK ÜRETİM SANAYİ TİCARET A.Ş. INVITATION LETTER FOR THE

2024 ORDINARY GENERAL MEETING DATED 17.12.2025

The Ordinary General Meeting of our company will be held to discuss the agenda items given below at 10:30 on Wednesday, 17 December 2025 at Nidakule Kuzey Ataşehir Barbaros Mahallesi Begonya Sokak No:3 B3 katı 34746 Ataşehir/ İstanbul.

The shareholders can participate in the Ordinary General Assembly of our Company physically or electronically, in person or by proxy. Participation in the General Assembly electronically media is possible with the secure electronic signatures of the shareholder or their representatives. To this end, the shareholders that shall carry out transactions in the Electronic General Assembly System (EGKS) have to register to the Central Securities Depository of Turkey (Merkezi Kayıt Kuruluşu A.Ş. (MKK)) e-MKK Bilgi Portalı (Information Portal) and enter their information through a secure electronic signature. It is not possible for the shareholders or their representatives who have not registered to the E-MKK Bilgi Portalı and do not have electronic signatures to participate in the General Assembly over electronically.

Our shareholders who wish to participate in the General Meeting in person can use the rights related to their shares registered in the "Shareholders List" included in the MKK system by submitting their identification cards.

The shareholders who cannot participate in the meeting personally in either physical or electronically have to issue their powers of attorney in accordance with the example below or obtain an example of the power of attorney form from the Company Headquarters or the Company Web site at www.odas.com.tr and they should carry out the other issues stipulated in the "Communiqué on Voting by Proxy and Collection of Powers of Attorney by Invitation" No. II-30-1 of the Capital Market Board that was published in the Official Gazette dated 24 December 2013 and numbered 28861 and submit their powers of attorney, the signatures of which have been certified by a notary public, as attached to the Power of Attorney Form bearing their own signatures.

With the provisions of electronic voting related to the Agenda Items of the Ordinary General Assembly Meeting remaining reserved, open ballot method shall be used through raising hands.

As per article 415 paragraph 4 of the Turkish Trade Law numbered 6102 and article 30 paragraph 1 of the Capital Market Law numbered 6362, the right to participate and vote in the General Assembly shall not be dependent on the condition of reservation of the share certificates.

The detailed Information Document that comprises of the Board of Directors' Annual Report, Auditor's Report, Financial Statements for the year 2024 prepared within the framework of the provisions of the Capital Market Law and the related legislations, and the explanations and related documents within the framework of mandatory Corporate Governance Principles related to the proposal regarding Profit Distribution shall be made available within the legal period, 3 weeks before the meeting, for review by our Shareholders at the Company Headquarters and the Company Internet site at www.odas.com.tr

The stakeholders are also invited to the General Assembly meeting, but without the right to speak. We submit this information for our Shareholders and request their attendance.

ODAŞ ELEKTRİK ÜRETİM SANAYİ TİCARET A.Ş.

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ODAŞ ELEKTRİK ÜRETİM SANAYİ TİCARET A.Ş. 2024 ORDINARY GENERAL MEETING AGENDA

• 1. Opening and Election of the Meeting Chairman
• 1. Authorization of the Meeting Board to sign the Minutes of General Assembly Meeting
• 1. Reading, discussion and approval of the 2024 Annual Report prepared by the Board of Directors
• 1. Reading, discussion and approval of the summary of 2024 Independent Audit Report.
• 1. Reading, discussion and approval of the Financial Statements for the 2024 Accounting Year.
• 1. Reading, discussing, and approving the 2024 TSRS (Turkey Sustainability Reporting Standards) compliant Sustainability Report.
• 1. Reading, discussion, and approval of the Board of Directors' proposal regarding the 2024 profit distribution.
• 1. Deciding on the acquittal of the Board of Directors members individually for the Company activities in 2024
• 1. Approval of the appointments to the Board of Directors made in 2025 by the General Assembly
• 1. The election of Board Members and the determination of their terms of office,
• 1. In accordance with the Corporate Governance Principles, informing the Shareholders about the 'Remuneration Policy' for the Members of the Board of Directors and Senior Executives and the payments made within the scope of the policy
• 1. Determination of attendance fees, bonuses, commissions, and monthly salaries to be paid to members of the Board of Directors,
• 1. Approval of the Independent Audit Firm, proposed by the Board of Directors based on the relevant report of the Company's Audit Committee, for the audit of the Company's financial statements and reports for the year 2025, in accordance with the provisions of the Turkish Commercial Code and the regulations of the Capital Markets Board, by the General Assembly.
• 1. Review and approval of the authorized Audit Firm in the field of sustainability proposed by the Board of Directors for 2024 and 2025, within the framework of the Turkish Commercial Code, the Sustainability Audit Regulation, and related legislation, to conduct mandatory assurance audits of Corporate Sustainability Reports prepared in accordance with the Turkish Sustainability Reporting Standards published by the Public Oversight Authority and the Accounting and Auditing Standards Authority, and to carry out other activities within the scope of the relevant regulations,
• 1. Informing the shareholders about the donations made by the Company in 2024
• 1. Decision on the upper limits of donations and grants to be made by the Company in 2025 pursuant to Article 19/5 of the Capital Markets Law
• 1. Informing the Shareholders on the securities, pledges, liens and bails given to the third person in 2024 as per the respective regulations of the Capital Market Board, and the consequent incomes and benefits
• 1. Informing shareholders as part of the Capital Market Board Corporate Governance Communiqué's Annex clause 1.3.6
• 1. Informing the general assembly for the transactions handled with the related parties in 2024 within the framework of the regulations of the Capital Market Board
• 1. Submission for approval by the General Assembly of granting permission to the members of the Board of Directors within the framework of Articles 395 and 396 of the Turkish Commercial Code,
• 1. Wishes and Opinion

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POWER OF ATTORNEY ODAŞ ELEKTRİK ÜRETİM SANAYİ TİCARET A.Ş.

I hereby assign with the detailed information below as my proxy to represent me, to
vote, to make proposals, and to sign the required documents in parallel with the opinions I have
specified below in the Ordinary General Meeting of ODAŞ ELEKTRİK ÜRETİM SANAYİ TİCARET
ANONİM ŞİRKETİ for the year 2024 to be held at 10:30 on Wednesday, 17 December 2025 at
Nidakule Kuzey Ataşehir Barbaros Mahallesi Begonya Sokak No:3 B3 katı 34746 Ataşehir/
İstanbul.

The Proxy's(*)

Name Surname/Commercial Title:

Republic of Turkey ID No/Tax No::

Trade Registry and Number and MERSIS number::

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

A) SCOPE OF THE REPRESENTATION POWER

For the sections 1 and 2 below, one of the options from (a), (b), or (c) should be chosen to specify the authorization scope.

• 1. Regarding the Items included in the General Assembly Agenda
• a) The proxy is authorized to vote as per their opinions.
• b) The proxy is authorized to vote as per the opinions of the corporate management.
• c) The proxy is authorized to vote in accordance with the following instructions.

Instructions:

In case the shareholder chooses option (c), the instructions for each agenda item is given by checking the options (accept or reject) given against the related general assembly item and, if the reject option is chosen, then by the dissenting opinion requested to be written in the general assembly minutes, if any.

Meeting Agenda		Accept	Reject	Dissenting Opinion
1	Opening and Election of the Meeting Chairman
2	Authorization of the Meeting Board to sign the Minutes of General Assembly Meeting
3	Reading, discussion and approval of the 2024 Annual Report prepared by the Board of Directors
4	Reading, discussion and approval of the summary of 2024 Independent Audit Report.

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	Meeting Agenda	Accept	Reject	Dissenting Opinion
5	Reading, discussion and approval of the Financial Statements for the 2024 Accounting Year.
6	Reading, discussing, and approving the 2024 TSRS (Turkey Sustainability Reporting Standards) compliant Sustainability Report.
7	Reading, discussion, and approval of the Board of Directors' proposal regarding the 2024 profit distribution.
8	Deciding on the acquittal of the Board of Directors members individually for the Company activities in 2024
9	Approval of the appointments to the Board of Directors made in 2025 by the General Assembly
10	The election of Board Members and the determination of their terms of office,
11	In accordance with the Corporate Governance Principles, informing the Shareholders about the 'Remuneration Policy' for the Members of the Board of Directors and Senior Executives and the payments made within the scope of the policy
12	Determination of attendance fees, bonuses, commissions, and monthly salaries to be paid to members of the Board of Directors,
13	Approval of the Independent Audit Firm, proposed by the Board of Directors based on the relevant report of the Company's Audit Committee, for the audit of the Company's financial statements and reports for the year 2025, in accordance with the provisions of the Turkish Commercial Code and the regulations of the Capital Markets Board, by the General Assembly.
14	Review and approval of the authorized Audit Firm in the field of sustainability proposed by the Board of Directors for 2024 and 2025, within the framework of the Turkish Commercial Code, the Sustainability Audit Regulation, and related legislation, to conduct mandatory assurance audits of Corporate Sustainability Reports prepared in accordance with the Turkish Sustainability Reporting Standards published by the Public Oversight Authority and the Accounting and Auditing Standards Authority, and to carry out other activities within the scope of the relevant regulations,
15	Informing the shareholders about the donations made by the Company in 2024
16	Decision on the upper limits of donations and grants to be made by the Company in 2025 pursuant to Article 19/5 of the Capital Markets Law
17	Informing the Shareholders on the securities, pledges, liens and bails given to the third person in 2024 as per the respective regulations of the Capital Market Board, and the consequent incomes and benefits
18	Informing shareholders as part of the Capital Market Board Corporate Governance Communiqué's Annex clause 1.3.6
19	Informing the general assembly for the transactions handled with the related parties in 2024 within the framework of the regulations of the Capital Market Board
20	Submission for approval by the General Assembly of granting permission to the members of the Board of Directors within the framework of Articles 395 and 396 of the Turkish Commercial Code,
21	Wishes and Opinion

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(*) 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:

2. It approves the representation by my proxy of all my shares in the list of shareholders that might participate in the general assembly, 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 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.