Announcement of the Meeting

FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF İHLAS YAYIN HOLDING A.Ş

CALL FOR THE 2024 ORDINARY GENERAL ASSEMBLY MEETING

ISTANBUL TRADE REGISTRY NO: 501164 / 0 – MERSIS NO: 0-4700-4096-2300016

Our company’s Ordinary General Assembly Meeting of Shareholders will be held on Monday, June 2, 2025, at 09:00 AM at the address of Merkez Mahallesi 29 Ekim Cad. İhlas Plaza No:11 Yenibosna-Bahçelievler/İstanbul, to review the company’s activities for the year 2024 and to discuss and decide on the agenda items listed below.

Our company’s shares are registered with the Central Registry Agency, and shareholders entitled to attend the General Assembly meetings may attend in person or through their representatives at the above-mentioned address, or, if they wish, they may participate electronically in person or through their representatives via the Electronic General Assembly System provided by the Central Registry Agency using their secure electronic signatures.

Participation in the meeting electronically is possible with the secure electronic signatures of shareholders or their representatives. Therefore, shareholders who will conduct transactions in the Electronic General Assembly System (“EGMS”) must first obtain a secure electronic signature and register with the Central Registry Agency Inc. (“CRA”) Shareholders or their representatives are required to register with the “e-Investor: Investor Information Center”. Shareholders or their representatives who are not registered with the “e-Investor: Investor Information Center” and do not have secure electronic signatures will not be able to participate in the general assembly meeting electronically via the EGMS (Electronic General Assembly System).

Shareholders or their representatives wishing to participate in the meeting electronically must fulfill their obligations in accordance with the provisions of the “Regulation on General Meetings to be Held Electronically in Joint Stock Companies” published in the Official Gazette dated August 28, 2012, and numbered 28395, and the “Communiqué on the Electronic General Meeting System to be Applied in General Meetings of Joint Stock Companies” published in the Official Gazette dated August 29, 2012, and numbered 28396.

In accordance with the relevant article of the Capital Markets Board; shareholders who will deposit their electronically monitored shares must prepare the “Representation Document Regarding Deposited Shares” and the “Instruction Notification Form,” examples of which are included in the annex of the “Regulation on the Procedures and Principles of General Meetings of Joint Stock Companies and the Representatives of the Ministry of Trade to be Present at These Meetings.”

Shareholders must appoint their representatives; they can authorize representatives through the Electronic General Assembly System, or they can fill out the power of attorney form, a sample of which is provided below, or obtain a power of attorney form from the Company headquarters or from the Company’s website at www.ihlasyayinholding.com.tr , have it signed, and have it notarized to represent them at the meeting.

 

Shareholders attending the General Assembly Meeting in person must present the following:

  • Individual shareholders must present their identification documents,
  • Corporate shareholders must present the identification documents and power of attorney of the persons authorized to represent and bind the corporate entity,
  • Representatives of individuals and corporate persons must present their identification documents and power of attorney,
  • Representatives authorized through the Electronic General Assembly System must present their identification documents and sign the attendance list.

Shareholders who will participate in the general assembly electronically through the Electronic General Assembly System can obtain information about the procedures and principles regarding participation, appointment of representatives, making proposals, expressing opinions, and voting from the Central Registry Agency’s website at www.mkk.com.tr .

The company’s Board of Directors’ Activity Report for 2024, the Independent Auditor’s Report from Kaizen Bağımsız Denetim A.Ş (Kaizen Independent Auditing Inc.), and the Board of Directors’ dividend distribution proposal will be made available for shareholders’ review 21 days prior to the meeting date on the Central Registry Agency’s website, on the Electronic General Assembly System page, at the company’s headquarters, and on the website www.ihlasyayinholding.com.tr .

Our esteemed partners are respectfully requested to attend the meeting at the specified date and time.

This is hereby announced.

Sincerely,

Abdullah Tuğcu                Ukaşe Gümüşer

Board Member                 Board Member

AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING OF İHLAS YAYIN HOLDİNG A.Ş DATED 02.06.2025 FOR THE YEAR 2024

  1. Opening and formation of the meeting chairmanship,
  2. Authorization of the meeting chairman to sign the meeting minutes,
  3. Reading, discussion, and submission to the approval of the General Assembly of the Board of Directors’ Annual Activity Report, the consolidated financial reports prepared by the Independent Auditing Company in accordance with the relevant legislation of the Capital Markets Board, and the balance sheet and income statement prepared according to legal records,
  4. Discussion and decision on the Board of Directors’ proposal regarding the 2024 period results,
  5. Discharge of the Board of Directors members for the company’s activities in 2024,
  6. Determination of the monthly remuneration of the Board of Directors members,
  7. Submitting the Independent Audit Company selected by the Board of Directors for appointment in 2025 to the approval of the General Assembly, in accordance with Capital Market Legislation and Article 399 of the Turkish Commercial Code No. 6102,
  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 Capital Market Board’s Communiqué No. II-17.1 on Corporate Governance,
  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. The matter of granting the powers mentioned in Articles 395 and 396 of Turkish Commercial Code to the members of Board of Directors shall be submitted to the approval of the General Assembly.
  12. Blessings and closing.

 

 

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