Sample of Power of Attorney

SAMPLE OF POWER OF ATTORNEY FOR GENERAL ASSEMBLY DATED 02.06.2025

 POWER OF ATTORNEY

İHLAS YAYIN HOLDİNG A.Ş.

I hereby appoint …………………………………………….., whose details are provided below, as my proxy to represent me, vote, make proposals, and sign necessary documents at the ordinary general meeting of İhlas Yayın Holding A.Ş. to be held on Monday, June 2, 2025, at 09:00 AM at the address of Merkez Mah. 29 Ekim Cad. İhlas Plaza No:11 Yenibosna-Bahçelievler/İstanbul, and at any general meeting held in case of a postponement, in accordance with the views I have stated below.

The Proxy’s (*);

Name-Surname / Trade Name:

T.R. Identity No / Tax ID No, Trade Registry and Trade Registry No and MERSIS no:

(*) For foreign national representatives, it is mandatory to provide the equivalents of the aforementioned information, if available.

  1. A) SCOPE OF REPRESENTATION AUTHORITY

For sections 1 and 2 below, the scope of representation authority must be determined by selecting one of the options (a), (b), or (c).

  1. Regarding Matters on the General Assembly Agenda;
  2. a) The proxy is authorized to vote according to their own opinion.
  3. b) The proxy is authorized to vote in accordance with the recommendations of the company management.
  4. c) The proxy is authorized to vote in accordance with the instructions specified in the table below.

Instructions:

If option (c) is selected by the shareholder, instructions regarding the agenda item are given by marking one of the options provided next to the relevant general assembly agenda item (acceptance or rejection) and, if the rejection option is selected, specifying any dissenting opinion requested to be included in the general assembly minutes.

Agenda Items (*) Acceptance Rejection Dissenting Opinion
1- Opening of the Meeting and Establishment of the Meeting Chair,
2- Authorizing the Meeting Chair to sign the Meeting Minutes,
3- Reading, discussing and submitting to the General Assembly for approval the Board of Directors’ Annual Activity Report, the consolidated financial reports prepared by the Independent Auditing Firm in accordance with the relevant legislation of the Capital Markets Board, and the balance sheet and income statement prepared according to legal records,
4- Discussing and deciding on the Board of Directors’ proposal regarding the 2024 period results,
5- Discharging the Board of Directors members from liability for the company’s activities in 2024,
6- Determination of the monthly remuneration of the Board of Directors members,

 

7- In accordance with Capital Market Legislation and Article 399 of the Turkish Commercial Code No. 6102, submission of the Independent Auditing Company selected by the Board of Directors to be appointed in 2025 for the approval of the General Assembly,
8- Providing information to the General Assembly regarding the income and benefits obtained from the company’s collateral, pledges, mortgages, and sureties given in favor of third parties, within the scope of Article 12 of the Corporate Governance Communiqué No. II-17.1 of the Capital Market Board,
9- Informing the General Assembly within the scope of Articles 1.3.6 and 1.3.7 of the Corporate Governance Principles,
10- Presenting information to the General Assembly regarding whether the company made any donations in 2024 and determining the upper limit for donations to be made by the Company in 2025,
11- Submitting the granting of the powers mentioned in articles 395 and 396 of Turkish Commercial Code to the approval of the General Assembly,
12- Blessings and Closing.

 

(*) The items on the General Assembly agenda are listed one by one. If the minority has a separate draft resolution, this is also indicated separately to ensure voting by proxy.

  1. Special instructions regarding other issues that may arise at the General Assembly meeting and especially regarding the exercise of minority rights:
  2. a) The proxy is authorized to vote in accordance with their own opinion.
  3. b) The proxy is not authorized to represent on these matters.
  4. c) The proxy is authorized to vote in accordance with the following special instructions.

SPECIAL INSTRUCTIONS; Any special instructions given by the shareholder to the proxy are stated here.

  1. B) The shareholder specifies the shares they wish the proxy to represent by selecting one of the following options.
  2. I approve the representation of my shares, detailed below, by the proxy.
  3. a) Issue and series: *
  4. b) Number/Group: **
  5. c) Quantity – Nominal value:

ç) Whether there is a voting privilege:

  1. d) Bearer – Registered: *
  2. e) Ratio of the shareholder’s total shares/voting rights:

*This information is not requested for electronically tracked shares.

**For electronically tracked shares, information regarding the group, if any, will be provided instead of the number.

  1. I approve the representation of all my shares, which are included in the list of shareholders eligible to attend the general meeting prepared by the Central Registry Agency (CRA) one day before the general meeting, by the proxy.

 

NAME, SURNAME or TITLE of THE SHAREHOLDER (*)

Turkish Republic Identity Number/Tax Number, Trade Registry and Number and MERSIS number:

Address:

(*) For foreign shareholders, it is mandatory to provide the equivalents of the aforementioned information, if available.

SIGNATURE

SAMPLE OF THE POWER OF ATTORNEY