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

Apr 6, 2023

POWER OF ATTORNEY POLİSAN HOLDİNG

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 Ordinary General Assembly Meeting of Polisan Holding A.Ş. to be held on March 31, 2023, Friday, at 14:00 p.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.

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No Agenda Items Accept Reject Dissenting
Opinion
1 Opening and election of the Presidency Board,
2 Authorizing the Presidency Board to sign the minutes of the
meeting,
3 Reading and discussion of the Annual Report of the Board of
Directors and Independent Audit Report relating to the fiscal year
2022,
4 Reading, discussion, and approval of the Financial Statements
relating to the fiscal year 2022,
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5		Release of the Board of Directo fiscalyear 2022,	rs from their activiti	es relating to the
6		Discussion, revision or rejectio on dividend distribution prepa	n of the Board of Dir	ectors’ proposal of Company’s
			red within the scope
		Dividend Policy and the date o 2022,	f dividend payout for	the fiscal year
7		Approving Independent Audit	Company nominated	by the Board of
		Directors in accordance with C the Standards of Independent	MB’s Communique S Audit on the Capital	erial: X No:22 on Market and
		Article 399 of the Turkish Commercial Code,
8		Approval of the appointments made to replace resigned members amongthose elected to the Board of Directors,
9		Provided that necessary consent of the Capital Markets Board and the Republic of Turkey Ministry of Trade is obtained, discussion and the approval of decision of the Board of Directors on “Articles of Association Amendment Draft” to amend the Article 7, titled Capital in the “Company’s Articles of Association”,
10		Determination of the annual gross wages of the members of the Board of Directors,
11		Informing shareholders in regards to the Remuneration Policy for the members of the Board of Directors and the Senior Management as per the CMB’s Corporate Governance Principle as well as the payments realized within the scope of thispolicy,
12		Informing shareholders in regards to the “Related Party Transactions” realized in 2022 asper the CMB regulations,
13		Informing shareholders in regards to the donations and aids, which were provided by the Company to the foundations and organizations in 2022 as part of the social responsibility, submitting the Donation and Aid Policy for the approval of the General Assembly, and determining an upper limit for the donations to be provided in 2023, asper the regulations of the CMB,
14		Granting permission to the Chairman and the Members of the Board to perform transactions in compliance with Articles 395 and 396 of the Turkish Commercial Code,
15		Informing shareholders regarding the pledges, mortgages, collaterals and guarantees provided by the Company to third parties in 2022 in accordance with the CMB regulations,
16		Wishes and closing.

1. 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 not 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:

ç) Whether or not the votes are privileged:

d) Bearer-Registered: *

e) 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.

1. 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

We hereby declare that our above statement is in conformity with the principles included in the Capital Market Board’s effective Communiqué on Material Disclosures; exactly reflects the entire information we received on the subject/subjects; the information complies with our records, books and documents; we have endeavored to obtain the correct and complete information relative to this subject, and we are responsible for the declarations made in this regard.