POLİSAN HOLDİNG A.Ş. — Proxy Solicitation & Information Statement 2023

May 31, 2023

INFORMATION DOCUMENT REGARDING THE EXTRAORDINARY GENERAL ASSEMBLY MEETING OF POLİSAN HOLDİNG, TO BE HELD ON JUNE 23, 2023

In line with our Board of Directors’ decision dated May 30, 2023, numbered 2023/16; Extraordinary General Assembly Meeting of our Company will be held to discuss and settle the following agenda at the Company headquarters, addressed Dilovası Organize Sanayi Bölgesi, 1. Kısım, Liman Caddesi, No: 7, Dilovası-KOCAELİ on June 23, 2023, Friday at 12:00 a.m.

Our shareholders, who have the right to participate to the General Assembly Meetings, can attend the meeting to be held in the address indicated above, in person or through their representatives or if they wish, they can use their secure electronic signatures and attend the meeting in person or through their representatives on the Electronic General Assembly System (“EGAS”) provided by the Central Securities Depository (“CSD”).

The shareholders can authorize their representatives either by using EGAS or with the proxy form provided at the Company Headquarters or Company website at www.polisanholding.com.tr within the provisions of the Capital Markets Board’s (“CMB”) Communique II-30.1. The shareholders can have themselves represented by filling out the proxies and having their signatures notarized; or by attaching the authorized signatory list approved by the notary to the proxy form, which has their signature on it.

In order to physically attend the General Assembly Meeting;

• Real persons shall present their Identity Cards;

• Legal entity representatives shall present their powers of attorney along with the identity cards of the people having the authority to represent and bind the legal entity;

• The representatives of real persons and legal entities shall present their identity cards and powers of attorney;

• The representatives authorized by the EGAS shall present their identity cards;

and sign the list of participants.

The shareholders who will attend the General Assembly on the electronic platform through EGAS can obtain information from www.mkk.com.tr, the internet address of the CSD, in regards to the procedures and principles of participation, appointing representatives, suggesting proposal, explaining conviction, and use of vote.

The shareholders or their representatives who wish to attend the meeting on the electronic platform shall comply with the provisions of the “Regulation on the General Assembly Meetings to be held on the electronic platform at the Joint Companies” published on the Official Gazette dated August 28, 2012, numbered 28395 as well as “Communique on the Electronic General Assembly System to be applied at the General Assembly Meetings of the Joint Ventures” dated August 29, 2012, numbered 28396.

Our Company’s Extraordinary General Assembly information document will be readily made available for our shareholders’ review at least 21 days prior to the meeting under the Investor Relations heading of www.polisanholding.com.tr, which is the link to our Company’s website available on the EGAS page of CSD website. Besides, the Annual Report will be published on the Public Disclosure Platform.

We kindly invite our shareholders to participate to the meeting at the place, date, and time stated above. For the information of our esteemed shareholders,

BOARD OF DIRECTORS OF POLİSAN HOLDİNG A.Ş.

Company’s,

Trade Name	Polisan HoldingAnonimŞirketi
Trade Register Number	5769
Tax Office	Uluçınar Tax Office
Tax Number	7320206873
Address	Dilovasi Organize Sanayi Bölgesi 1.Kisim Liman Cad. No:7 Dilovasi/Kocaeli
**Telephone Number **	2627548000
Faks Number	2627548056
Web Site	www.polisanholding.com.tr
Authorized Share Capital	1.000.000.000TL
Paid Capital	758.500.000TL

ADDITIONAL EXPLANATIONS WITH REGARDS TO CAPITAL MARKETS BOARD REGULATIONS

Below, you will find general explanations for the agenda items, along with additional explanations required per the Corporate Governance Principle numbered 1.3.1, as outlined in the Corporate Governance Communiqué (Communiqué) numbered II-17.1 of the CMB.

a) Information on the total number of shares and voting rights, which reflect the shareholding structure of the partnership. In case there are privileged shares within the partnership capital, this section also includes details about the number of shares representing each privileged share group, along with their corresponding voting rights and the nature of their privileges.

According to Article 7 of the Company's Articles of Association, titled "Capital," the registered capital ceiling is TRY 1,000,000,000, divided into 1,000,000,000 shares with a nominal value of TRY 1 (one). The Company's issued capital, worth TRY 758,500,000, has been fully paid up without any collusion. All 758,500,000 shares representing the issued capital are bearer shares. There are no privileges associated with the shares.

Shareholder	Amount	Share (%)	Voting Rights	Share (%)
Ahmet Ertuğrul Bitlis	172.354.465,45	22,72	172.354.465	22,72
Mehmet Emin Bitlis	172.354.217,5	22,72	172.354.217	22,72
Ayşe Melike Bitlis **Bush **	64.916.769,85	8,56	64.916.769	8,56
Fatma Nilgün Kasrat	63.768.769,85	8,41	63.768.769	8,41
Ahmet Faik Bitlis	63.768.769,85	8,41	63.768.769	8,41
Other	221.337.007,5	29,18	221.337.007	29,18
**Total **	758.500.000	100,00	758.500.000	100,00

b) Information regarding any significant changes in the management and activities of the partnership and its subsidiaries during the previous accounting period, as well as any planned changes for future accounting periods that will significantly impact the partnership activities and the reasons of such changes.

There have been no management or operational changes within our Company during the previous accounting period, nor are there any planned changes in future accounting periods that would significantly impact partnership activities.

c) If the dismissal, replacement, or election of Board of Directors members is included on the agenda of the General Assembly meeting, the following information will be provided: reasons for dismissal and replacement, the CVs of the candidates nominated for the Board of Directors, the positions they held over the past 10 years and reasons for leaving those positions, the nature and degree of importance of their relationship with the partnership and related parties, whether they possess the qualifications of being independent, and any other relevant issues that may affect partnership activities should these individuals be elected as board members.

In 2022, no Board of Directors member was dismissed. Furthermore, Agenda Item Number 2 of the General Assembly meeting pertains to the submission of candidates for the replacement of Board Members who resigned from their positions during the 2023 operating year, for shareholder approval.

Annex-3 of the Extraordinary General Assembly, scheduled for 23/06/2023, includes the CVs of the Legal Entity Board Member Representatives nominated for the Board of Directors.

ç) Written requests submitted by the shareholders of the partnership to the Investor Relations Department adding additional items to the agenda, the rejected requests and the reasons for rejection in cases where the Board of Directors does not accept these requests

No shareholders have made requests to add additional items to the agenda of the Extraordinary General Assembly meeting.

d) In the case where there are any proposed changes to the Articles of Association on the agenda, the old and new versions of the amendments, along with the decision of the relevant Board of Directors members

There are no amendments to the Articles of Association included in the agenda.

EXPLANATIONS ON THE AGENDA ITEMS OF POLİSAN HOLDİNG A.Ş.’S EXTRAORDINARY GENERAL ASSEMBLY MEETING DATED 23/06/2023

• 1) Opening, authorization to establish the meeting chairmanship, and authorizing the Chairmanship to sign the General Assembly meeting minutes and list of attendees,

Per "Turkish Commercial Code No. 6102" (TTK) and the "Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to Attend These Meetings" ("Regulation" or "General Assembly Regulation"), issued by the Ministry of Customs and Trade, the regulations on electronic general assembly meetings in joint stock companies, published in the Official Gazette No. 28395 on August 28, 2012, and the "Communiqué on the Electronic General Assembly System to be Deployed in the General Assemblies of Joint Stock Companies," which came into effect and was published in the Official Gazette No. 28396 on August 29, 2012, our General Assembly Internal Directive, the Chairmanship Committee, consisting of the Chair, vote collectors, and the minutes taker, will be established, and the Chairmanship Committee will be authorized to sign the minutes of the General Assembly Meeting and the list of attendees.

2) Determining the number of Board Members and their term of office in compliance with relevant legislation, discussing the election of Board Members, voting, and finalizing the election process

A Board of Directors comprising 9 members oversees the business and management of our Company. The upcoming Extraordinary General Assembly, scheduled for 23/06/2023, will address a proposal to reduce the number of Board of Directors members to 6 in accordance with Article 10 of the Articles of Association, titled " Board of Directors and Term ." If approved at the Extraordinary General Assembly meeting, the business and management of our Company will be entrusted to a Board of Directors comprising 6 members. As per the requirements of the Capital Markets Law and related secondary legislation, this reduction in the number of members will also lead to 2 independent board members.

At the date of the Extraordinary General Assembly, the Board members Mr. Mehmet Emin Bitlis, Mr. Ahmet Ertugrul Bitlis, Mrs. Fatma Nilgun Kasrat, Mr. Murat Yıldıran, Mr. Mehmet Hacıkamiloğlu, Mrs. Yasemin Nur Bitlis, and one of our independent members, Mrs. Esra Yazıcı will leave the Board duties. To fill the vacancies simultaneously, the following legal entities will appoint members to the Board of Directors: Emin Bitlis Management Consultancy LLC., Ertuğrul Bitlis Management Consultancy LLC., AFK Management Consultancy LLC., and FNK Management Consultancy LLC. The entire shares of these companies, which are appointed as legal entity board members, are owned by Mehmet Emin Bitlis, Ahmet Ertuğrul Bitlis, Ahmet Faik Bitlis, and Fatma Nilgün Kasrat, respectively.

The individuals serving as the real person representatives of the aforementioned legal entity board members are as follows:

• Mr. Tayfun Bayazit, as the real person representative of Emin Bitlis Management Consultancy Limited Company;

• Mrs. Esra Yazıcı, as the real person representative of Ertuğrul Bitlis Management Consultancy Limited Company;

• Mr. Ali Tuğrul Alpacar, as the real person representative of AFK Management Consultancy Limited Company;

• Mr. Cantekin Dinçerler, as the real person representative of FNK Management Consultancy Limited Company.

Mr. Şeref Taşkın and Mr. Arif Başer, as our continuing independent board members, will continue to fulfill their duties.

Annex-3 of the Extraordinary General Assembly includes the CVs of the Legal Entity Board Member Representatives nominated for the Board of Directors.

3) Wishes and closing

Appendices:

Appendix – 1 : Extraordinary General Assembly Meeting Agenda Items

Appendix – 2 : Power of Attorney Sample

Appendix – 3 : CVs of Legal Entity Board Member Representatives

Appendix-1

EXTRAORDINARY GENERAL ASSEMBLY MEETING AGENDA ITEMS AGENDA OF POLİSAN HOLDİNG A.Ş.’S EXTRAORDINARY GENERAL ASSEMBLY MEETING DATED 23/06/2023

1. Opening, authorization to establish the meeting chairmanship, and authorizing the Chairmanship to sign the General Assembly meeting minutes and list of attendees,

2. Determining the number of Board Members and their term of office in compliance with relevant legislation, discussing the election of Board Members, voting, and finalizing the election process,

3. Wishes and closing.

Appendix-2

POWER OF ATTORNEY POLİSAN HOLDİNG ANONİM ŞİRKETİ TO THE CHAIRMAN OF THE GENERAL ASSEMBLY

I hereby appoint ………………………………………………………………….. as attorney introduced in detail below in order to represent me, to vote, to make proposal, and to sign the required documents in line with the views that I indicated below, at the Extraordinary General Assembly Meeting of Polisan Holding A.Ş. to be held on June 23, 2023, Friday, at 12:00 a.m. at Dilovası Organize Sanayi Bölgesi, 1. Kısım, Liman Caddesi, No:7, Dilovası-KOCAELİ.

The Attorney’s (*):

Name Surname/ Trade Name:

TR ID Number/ Tax ID Number, Trade Registry and Number and MERSIS (Central Registration System) Number:

(*) Foreign attorneys should submit the equivalent information, if any, mentioned above.

• A) SCOPE OF REPRESENTATIVE POWER

The scope of representative power should be defined by choosing one of the options (a), (b) or (c) in the following sections numbered 1 and 2.

1. About the agenda items of General Assembly:

• a) The attorney is authorized to vote according to his/her opinion.

• b) The attorney is authorized to vote on proposals of the Company’s management.

• c) The attorney is authorized to vote in accordance with the following instructions stated in the table.

Instructions:

In the event that the shareholder chooses the (c) option, the shareholder should mark one of the options next to the agenda item (namely; “Accept” or “Reject”) and if the shareholder marks the “Reject” box, then he/she should state the dissenting opinion that is requested to be noted down on the general assembly minutes, if any.

No	Agenda Items	Accept	Reject	Dissenting Opinion
1	Opening, authorization to establish the meeting chairmanship, and authorizing the Chairmanship to sign the General Assembly meetingminutes and list of attendees,
2	Determining the number of Board Members and their term of office in compliance with relevant legislation, discussing the election of Board Members, voting, and finalizing the election process,
3	Wishes and closing.

2. Special instruction related to other issues that may come up during the General Assembly meeting and particularly in regards to the use of minority rights:

• a) The attorney is authorized to vote according to his/her opinion.

• b) The attorney is authorized to represent in these matters.

• c) The attorney is authorized to vote in accordance with the following special instructions:

SPECIAL INSTRUCTIONS; The special instructions (if any) to be given by the shareholder to the attorney are stated herein.

• B) The shareholder specifies the shares to be represented by the attorney by choosing one of the following.

1. I hereby confirm that the attorney represents the shares specified in detail as follows:

a) Order and Serial: *

b) Number / Group: **

c) Amount-Nominal Value:

d) Whether or not the votes are privileged:

e) Bearer-Registered: *

f) The ratio of total number of shares owned by shareholder/voting rights:

*Such information is not required for the shares which are followed up electronically.

**For the shares which are followed up electronically, information related to the group will be given instead of number.

2. I hereby confirm that the attorney represents all my shares on the list, which is prepared by CSD, the day before the General Assembly, concerning the shareholders who could attend the General Assembly Meeting.

NAME SURNAME OR TITLE OF THE SHAREHOLDER (*)

TR ID Number/ Tax ID Number, Trade Registry and Number and MERSIS (Central Registration System) Number:

Address:

• (*) Foreign attorneys should submit the equivalent information, if any, mentioned above.

SIGNATURE

Appendix-3

Resumes of Board Member Representatives of Legal Entities

Emin Bitlis Yönetim Danışmanlığı Limited Şirketi, representative: Tayfun Bayazıt

After completing his education in Mechanical Engineering, Bayazıt obtained a Master's degree in Finance and International Relations from Columbia University (MBA-1983) prior to starting his banking career at Citibank. He held senior executive positions for 13 years within the Çukurova Group, including Yapı Kredi (Deputy General Manager), Interbank (General Manager), and Banque de Commerce et de Placement S.A. in Switzerland (CEO). In 1999, he was appointed Deputy Chairman of the Board of Doğan Holding and Deputy General Manager of Dışbank. In 2001, he assumed the position of Executive President (CEO) of Dışbank. In 2003, Bayazıt was appointed as the Chairman of the Board of Directors. In July 2005, following the majority acquisition of Dışbank's shares by Fortis, he was appointed as the CEO of Fortis Türkiye and became a member of Fortis’ Global Management Committee. Following the General Assembly of 2006, he assumed the position of Chairman of the Board of Fortis Turkey. In 2007, he returned to Yapı Kredi (a UniCredit-Koç partnership) as an Executive Board Member and General Manager, and in 2009, he took on the role of the bank’s Chairman of the Board. Bayazıt left his position at Yapı Kredi in August 2011 to start his own business, “Bayazit Consulting Services.” Currently, Bayazıt is an independent board member of four publicly-traded companies and also holds the position of Chairman of the Board of Marsh McLennan Group, Turkey. As a member of the High Advisory Council of TÜSİAD, Bayazıt also plays active roles in various civil society organizations.

Ertuğrul Bitlis Yönetim Danışmanlığı Limited Şirketi, representative: Esra Yazıcı

Esra Yazıcı was born in 1968 in Istanbul. She graduated from Saint Benoit High School in 1986 and the Business Administration program at Boğaziçi University in 1990. She completed her MBA at the University of Marmara. She fluently speaks English and French. Having started her professional career in 1991 at the Credits Department at Societe Generale Bank, she worked as a Marketing Manager at Tekfen Bank and DHB Bank. Along with various familyowned SMEs on effective risk management, she has also given consulting to various companies on strategic and corporate management, and financial risk. Esra Yazıcı is a guest lecturer at the University of Bahçeşehir, teaching Crisis Management to MBA students. She has been an Independent Board Member of Polisan Holding since 2018.

AFK Yönetim Danışmanlığı Limited Şirketi, representative: Ali Tuğrul Alpacar

Ali Tuğrul Alpacar graduated from Robert College in 1986 and received his Bachelor's degree in Mechanical Engineering from Boğaziçi University in 1990. In 1992, he completed his Master's degree in Business Administration (MBA) at the University of Massachusetts. He began his career in 1992 at JPMorgan Chase in the Investment Banking division. Since 1999, he has served as both Co-President of Investment Banking division of JPMorgan Chase Turkey and Country Head for Romania. In 2002, he founded the UniCredit CAIB Turkey Office and assumed the role of Director of Turkey Operations. From 2007 to 2011, he held the position of Head of Investment Banking Group of Turkey at Bank of America Merrill Lynch. In 2011, he established Alpacar Associates to provide financial advisory services to leading capital companies and financial institutions, both domestically and internationally. He has managed numerous projects, including mergers and acquisitions, IPOs, project finance advisory, Eurobond issuances, syndicated medium-term borrowing, private equity placements, and structured derivative products. From 2015 to 2017, Alpacar served as an Independent Board Member for Erdemir Group companies Erdemir and İsdemir. From 2017 to 2021, he also held the position of Board Member at Aydem Enerji.

FNK Yönetim Danışmanlığı Limited Şirketi, representative: Cantekin Dinçerler

Cantekin Dinçerler graduated from the Middle East Technical University with a degree in Electrical Engineering in 1993. In the same year, he completed his Master's degree in Electrical Engineering at Bilkent University, and in 2001, he obtained his Ph.D. in Finance from the Texas McCombs School of Business. Dinçerler began his professional career in 1999 at Enron in the United States. From 2001 to 2013, he served as a Partner at McKinsey & Co and Oliver Wyman. During his career as a consultant, Dinçerler worked on strategic planning and commercial, operational, and organizational change and improvement projects for leading companies in South and North America, Europe, North Africa, and Russia. From 2013 to 2023, Dinçerler served as the CEO of Koloğlu Holding.