QNB BANK A.Ş. — Proxy Solicitation & Information Statement 2025

Jul 25, 2025

INFORMATION DOCUMENT FOR THE EXTRAORDINARY GENERAL ASSEMBLY MEETING TO BE HELD ON AUGUST 19th, 2025

FROM THE CHAIRPERSON OF THE BOARD DIRECTORS OF QNB BANK A.Ş.

It has been decided by our Board of Directors that our General Assembly of Shareholders be extraordinarily convened for the meeting located at İstanbul, Şişli, Esentepe Mahallesi, Büyükdere Caddesi, Kristal Kule Binası No: 215 (Head Office of the Bank) on 19/08/2025, Tuesday at 11:00 to discuss and resolve the agenda items below.

Our shareholders will be able to attend the Extraordinary General Assembly Meeting in person or via proxy physically or electronically.

To be able to attend the Extraordinary General Assembly Meeting, we kindly inform and request our esteemed shareholders to:

• 1- That our shareholders who will attend the Meeting physically have to submit their identity cards with their Turkish National ID number, representatives who are appointed as authorized by legal person shareholders have to submit their identity cards with their Turkish National ID number along with the authorization documents on the day of the Meeting,
• 2- For our real person shareholders, seeking to have themselves represented through a proxy at the meeting, and legal person shareholders; obtain the power of attorney an example of which is provided below and on Our Bank's website (www.qnb.com.tr), and which shall be arranged in accordance with the Communiqué No.II-30.1 issued by the Capital Markets Board of Turkey, to submit such power of attorneys along with the ID card to our Bank's Head Office on the Extraordinary General Assembly Meeting day and time.
• 3- For our legal person shareholders; to write the date and number of the resolution they shall adopt as to which of their authorized bodies shall be representing them on the representation documents.
• 4- That our shareholders may attend the Extraordinary General Assembly Meeting via Electronic General Assembly System provided by the Cental Registry Agency in accordance with Article 1527 of the Turkish Commercial Code, upon executing related notifications.
• 5- In accordance with the provisions of the Banking Law numbered 5411 and "the Regulation on Merger, Transfer, Spin-off and Share Exchange of Banks, and the Communiqué on Merger" published in the Official Gazette dated 01.11.2006 and Demerger numbered II-23.2, that the signed Spin-off Agreement dated 24.04.2025, approved by the Capital Markets Board (CMB) and the Banking Regulation and Supervision Agency; Application Approval text, approved by the CMB, Expert Institution Report, Partial Spin-off agreement, Spin-off Report, independent audit reports, balance sheets and income statements, 3-year financial reports and expected balance sheet after partial spin-off regarding transfer "enpara.com" banking services of QNB Bank A.Ş. to Enpara Bank A.Ş. through partial spin-off are at the disposal of our Shareholders to be viewed at the Head Office and branches of our Bank; at Our Bank's website (www.qnb.com.tr) and via Electronic General Assembly System dated from 18.07.2025 30 days prior to the Meeting.

Yours Sincerely,

QNB BANK A.Ş.

Additional Information within the scope of the Corporate Governance Communiqué (II.17.1) issued by the Capital Markets Board of Türkiye.

1. The shareholding structure and voting rights of the Bank

The Bank's issued capital is divided into 33,500,000,000 registered shares with a nominal value of TL 3,350,000,000.

The shareholding structure of the Bank:

Name	Nominal (TL)	OwneCapital	Share (%)
		(TL thousand)
	3.345.892.247,47	99,88	99,88
Qatar National Bank
("QNB")
	4.107.752,53	0,12	0,12
Other
	3.350.000.000,00	100,00	100,00
Total

There are no privileged shares in the Bank's capital.

2. Information about changes in management and operations that will significantly affect the partnership activities of our bank and its affiliates that occurred in the previous accounting period or planned in the future accounting periods, and the reasons for these changes:

Matters that will significantly affect our bank's activities are disclosed to the public in accordance with relevant legislation. Public disclosures of our company are made in accordance with relevant legislation accessible at http://www.kap.gov.tr/.

3. Information wheter the agenda of the General Assembly meeting includes the dismissal, replacement, or election of board members; the reasons for dismissal and replacement, the resumes of the persons whose candidacy for board membership has been conveyed to the partnership, the positions they have held in the last ten years and the reasons for their departure, the nature and level of importance of their relationship with the partnership and its related parties, whether they are independent, and information about similar matters that may affect the partnership's activities if these persons are elected as board members:

The agenda of the extraordinary general meeting does not include any item regarding the dismissal, replacement, or election of board members.

4. Information regarding Shareholders' requests to add items on the Agenda:

As of the date of this information document, within the scope of SPK Series: Article 1.3.1 (ç) of the II-17.1 Corporate Governance Communiqué and other relevant legislation; there has been no written or requested item from the shareholders to the Bank's Investor Relations Unit to include on the agenda,. Along, no requests have been received from the Capital Markets Board and/or the Banking Regulation and Supervision Agency, or other public institutions and organizations with which our Bank is affiliated, regarding adding ny item on the agenda of the Extraordinary General Meeting.

5. Information regarding changes on the Articles of Association on the agenda along with the old and new versions of the Articles of Association with the relevant board of directors' decision if any:

There is no item on the agenda of the Extraordinary General Meeting regarding amendments of the Articles of Association.

QNB BANK A.Ş. EXTRAORDINARY GENERAL ASSEMBLY MEETING DATED AUGUST 19, 2025 EXPLANATIONS ON AGENDA ITEMS

1. Opening, formation and authorization of the Board of Presidency for signing the minutes of the Extraordinary General Meeting of Shareholders,

In accordance with the relevant legislation and the Bank's Articles of Association, the Board of Presidency will be formed. The Board of Presidency will be authorized for signing the minutes of the Extraordinary General Meeting of Shareholders.

2. Within the scope of the Banking Regulation and Supervision Agency and Capital Markets Board's approvals; in accordance with the provisions of the Banking Law numbered 5411 and "the Regulation on Merger, Transfer, Spin-off and Share Exchange of Banks, and the Communiqué on Merger" published in the Official Gazette dated 01.11.2006 and Demerger numbered II-23.2, presentation of transfering "enpara.com" banking services of QNB Bank A.Ş. to Enpara Bank A.Ş. through partial spin-off, the signed Spin-off Agreement dated 24.04.2025, approved by the Capital Markets Board (CMB) and the Banking Regulation and Supervision Agency; Application Approval text, approved by the CMB, Expert Institution Report, Partial Spin-off agreement, Spin-off Report, independent audit reports, balance sheets and income statements, 3-year financial reports and expected balance sheet after partial spin-off to the approval of the General Assembly

Following the application submitted to the Capital Markets Board on May 6, 2025, regarding the partial spin-off to be carried out by transferring all assets and liabilities of the banking services business of http://Enpara.com within our Bank to Enpara Bank A.Ş., the announcement text was published in the Capital Markets Board Bulletin dated July 17, 2025, and numbered 2025/39, and the Capital Markets Board has approved the transaction. Subsequently, in accordance with Article 17 of the "Regulation on Merger, Transfer, Spin-off and Share Exchange of Banks" published in the Official Gazette dated November 1, 2006, and the Banking Law No. 5411, the partial Spin-off agreement dated April 24, 2025, and its annexes, along with the balance sheet and profit and loss statement, which were approved by the Banking Regulation and Supervision Agency with the letter dated June 20, 2025, and numbered 157914, will be read and submitted to the General Assembly.

3. Wishes and hopes.

*In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.