EXTRAORDINARY GENERAL MEETING MINUTES OF
TURCAS HOLDİNG ANONİM ŞİRKETİ
DD. OCTOBER 16, 2025
The Extraordinary General Meeting of Turcas Holding Anonim Şirketi ("hereinafter referred to as Company") was held at 10:00 a.m. on October 16, 2025, at Maslak Mah. AOS 55 Sok. 42 Maslak A Blok No: 2/7 Sarıyer / Istanbul, with the participation of Nuran Devrim, the Ministry Representative assigned by the Istanbul Provincial Directorate of the Ministry of Trade of the Republic of Türkiye with its letter dated 15.10.2025, and numbered E-90726394-431.03-00114627818.
The following issues were identified during the investigations conducted prior to the opening of the General Assembly Meeting:
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Pursuant to Articles 27 and 48 of the Articles of Association, it has been determined that the invitation notices for the Extraordinary General Meeting were published in the Turkish Trade Registry Gazette dated September 22, 2025, and numbered 11420, on the Public Disclosure Platform (KAP) on September 22, 2025, on our company's corporate website at www.turcas.com.tr, and on the Electronic General Meeting System ("EGKS") within the specified timeframe, and that a notice was also published in the newspaper Nasıl Bir Ekonomi dated September 23, 2025.
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Pursuant to Article 414 of the Turkish Commercial Code, it has been determined that invitation letters containing the agenda and proxy form for the Extraordinary General Meeting were sent to shareholders who provided their address information to the Company by registered mail with return receipt requested on September 23, 2025, in accordance with the applicable procedures.
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Pursuant to Article 417 of the Turkish Commercial Code, the Attendance List, which was prepared and presented to the shareholders for review at the meeting hall, shows that out of a total of 255,600,000 shares representing the Company's total issued capital, each with a nominal value of 1.00 TL, 38,830 shares in person and 140.357.596,747 shares by proxy, totaling 140.357.635,577 shares, and since it was determined that the required quorum was present in accordance with the Turkish Commercial Code and the Company's Articles of Association, the Ministry Representative, Nuran Devrim, announced that the meeting could be opened.
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It was determined that Mr. ERDAL AKSOY, Chairman of the Board of Director, Ms. BANU AKSOY, Deputy Chairman of the Board of Directors were present at the meeting.
The meeting was opened by Mr. ERDAL AKSOY, Chairman of the Board of Directors and the following agenda items were discussed.
1.
The formation of the Meeting Committee has been initiated. The motion submitted by Engin Çaylan regarding the formation of the Meeting Committee was read out to the general assembly and put to a vote. The motion was accepted by 140.357.635,577 votes in favor and 0 votes against by a unanimous vote. According to the motion, the Meeting Committee has been formed as follows:
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Mr. ERDAL AKSOY was elected as Meeting Chairman,
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Ms FATMA ECE ÖZTUNÇ was elected as Vote Collector,
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Ms. BANU AKSOY was elected as Meeting Secretary (Minutes Secretary).
The Meeting Chairman, Mr. Erdal Aksoy, confirmed that the documents granting the right to participate in the meeting had been checked by the Board of Directors for compliance with the legislation and then signed the list of attendees.
2.
The issue of signing the Minutes of the Extraordinary General Assembly Meeting by the Meeting Committee was submitted to the General Assembly for approval. The issue of authorizing the Meeting Committee to sign the Minutes of the Extraordinary General Assembly Meeting was approved by 140.357.635,577 votes in favor and 0 votes against, with unanimous vote of the shareholders attending the meeting.
3.
Subsequent to the deduction of all amounts required to be set aside in accordance with the legislation in the Dividend Distribution Table prepared based on the financial statements as of December 31, 2024, maintained under the Turkish Commercial Code and the Tax Procedure Code, and the non-consolidated financial statements as of December 31, 2024, prepared in accordance with the regulations of the Capital Markets Board and audited by an independent auditor, and following the distribution of an advance dividend of TL 145,000,000 in December 2024 and a dividend of TL 200,000,000 in June 2025, the remaining TL 171,021. 272.29 from the distributable profit for 2024, to be distributed to shareholders as dividend payments in full in cash as of October 17, 2025, was approved by 140.357.635,577 votes in favor and 0 votes against unanimous vote by the shareholders attending the meeting.
4.
If a profit is generated during the 2025 accounting period in accordance with Article 41 of our Company's Articles of Association titled "Distribution of Dividends and Dividend Advances" and the Capital Markets Board's Profit Distribution Circular No. II-19.1 dated January 23, 2014, the agenda item regarding authorizing the Board of Directors to decide on the distribution of Dividend Advances was discussed and approved by 140.357.635,577 votes in favor and 0 votes against by unanimous vote by the shareholders attending the meeting.
5.
In the event that sufficient profit is not generated or a loss is incurred at the end of the 2025 accounting period, the matter of deducting the advance dividend to be distributed from the sources eligible for-profit distribution in the annual financial statement for the 2025 fiscal year was approved by140.357.635,577 votes in favor and 0 votes against unanimous vote by the shareholders attending the meeting.
6.
The questions raised by the shareholders were answered.
The wishes of the Meeting Chairman, the Chairman of the Board of Directors, and the members of the Board of Directors, and the shareholders were heard.
Since there was no other item on the agenda to be discussed, meeting has been ended by the Meeting Chairman.
These minutes were prepared and signed in 5 copies at the meeting venue.
Date: 16.10.2025