SİNPAŞ GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.

Proxy Solicitation & Information Statement • Jul 4, 2024

POWER OF ATTORNEY

I appoint ………………………………………………………………………………….……….., who has been introduced below in detail, as my proxy to be authorized to represent me, to vote, to make proposals and to sign the required documents, in line with the views I have stated below, at the Ordinary General Assembly Meeting 2023 of Sinpaş Gayrimenkul Yatırım Ortaklığı A.Ş. to be held on Thursday, July 04, 2024, at the address of Dikilitaş Mahallesi, Yenidoğan Sokak, No: 36 Sinpaş Plaza, Beşiktaş, Istanbul.

Of the Proxy (*);

Name & Surname / Trade Name:

T.R. ID No/Tax No, Trade Registry and Number and CRS number:

(*) For proxies of foreign nationality, it is obligatory to submit the equivalents, if any, of the aforementioned information.

A-) SCOPE OF AUTHORITY TO REPRESENT

For the sections 1 and 2 given below, one of the options, (a), (b) or (c), should be chosen to determine the scope of the representation authority.

1. About the Matters in the Agenda of the General Assembly;

• a. The proxy is authorized to vote in line with his/her own opinion.
• b. The proxy is authorized to vote in line with the suggestions of the partnership management.
• c. The proxy is authorized to vote in accordance with the instructions given in the table below.

Instructions:

In case the option (c) is chosen by the shareholder, instructionsspecific to the agenda item are given by marking one of the options (accept or reject) opposite the relevant general assembly agenda item, and by stating the dissenting opinion, if any, that is requested to be written in the minutes of the general assembly if the reject option is selected.

Agenda Items (), (*)	Accept	Reject	Dissenting Opinion
1. Opening, establishment of the Meeting Presidency, and authorizing the Meeting Presidency to sign the meeting minutes,
2. Reading and discussion of the Board of Directors activity report for 2023,
3. Reading and discussion of the Independent Audit Firm's report for the 2023 accounting period,
4. Reading, discussion and submission of the financial statements for the accounting period of 2023 to the approval of the General Assembly,
5. Discussion of the proposal of the Board of Directors on dividend distribution and its submission to the General Assembly for approval,
6. Submission of the individual release of the members of the Board of Directors for their work in 2023 to the approval of the General Assembly,

7. Determination of the monthly allowance of the members of the board of directors,
8. Informing the partners about the donations made in 2023 and determining the upper limit for the donations in 2024,
9. Negotiation and submission to the approval of the General Assembly to allow the Members of the Board of Directors to carry out the works that fall within the scope of the company personally or on behalf of others, to be partners in companies that perform such works and to carry out other transactions within the scope of Articles 395 and 396 of the Turkish Commercial Code,
10. Informing the General Assembly about the transactions specified in Article 1.3.6 of the Corporate Governance Principles in the annex of the Capital Markets Board's Corporate Governance Communiqué No. II-17.1.,
11. Informing the General Assembly about the guarantees, pledges and mortgages given in favor of third parties in accordance with the 4th paragraph of the 12th article of the Capital Markets Board's Corporate Governance Communiqué No. 17.1.,
12. Submission of the Independent Audit Company proposed by the Board of Directors for one year to the approval of the General Assembly,
13. Informing the General Assembly about the administrative fine of 155.567 TL imposed on our Company by the Capital Markets Board in 2023 and deciding whether to recourse the administrative fine to the responsible members of the board of directors,
14. Wishes and recommendations, closing.

(*) Matters included in the agenda of the General Assembly are listed one by one. If the minority has a separate draft resolution, this is also indicated separately for voting by proxy.

(**) Voting is not done on information items.

2. Special instruction on other issues that may arise at the General Assembly meeting and especially on the use of minority rights:

• a. The proxy is authorized to vote in line with his/her own opinion.
• b. The proxy is not authorized to represent in these matters.
• c. The proxy is authorized to vote in accordance with the following special instructions.

SPECIAL INSTRUCTIONS; Special instructions, if any, to be given by the shareholder to the proxy are specified here.

• B-) The shareholder chooses one of the options below and specifies the shares he/she wants the proxy to represent.
• 1. I approve the representation of my shares detailed below by the proxy.
• a) Disposition and series: *
• b) Number/Group: **
• c) Quantity-Nominal value:
• ç) Whether there is a voting privilege:
• d) Whether it is a bearer share/registered share: *
• e) Ratio of shareholder's total shares/voting rights:
• * This information is not requested for the dematerialized shares.
• ** For the dematerialized shares, information about the group, if any, will be given instead of the number.
• 2. I approve the representation by the proxy of all of my shares in the list of shareholders who can attend the general assembly prepared by CRA the day before the general assembly day.

NAME SURNAME or TITLE OF THE SHAREHOLDER (*)

T.R. ID No / Tax No, Trade Registry and Number and CRS number:

Address:

(*) For proxies of foreign nationality, it is obligatory to submit the equivalents, if any, of the aforementioned information.

SIGNATURE