ÇELEBİ HAVA SERVİSİ ANNUAL REPORT 2024

9 Çelebi Ground Handling 2024 Annual Report In this framework, in compliance with CMB regulations pertaining to profit distribution and with respect to the period beginning on 1 January 2023 and ending on 31 December 2023, the following decisions were taken: - Shareholders who are full taxpayer institutions and shareholders who are limited taxpayer corporate partners, earning dividends through a place of business or permanent representative based in Turkey, will be paid a 6300.00% cash dividend corresponding to TL 63.0000 gross for each share of stock with a nominal value of TL 1.00 that they hold. - Other shareholders will be paid a 6300.00% cash dividend corresponding to TL 63.0000 gross for each share of stock with a nominal value of TL 1.00 that they hold, which amount is equal to a 5670.00% cash dividend corresponding to TL 56.7000 net for each share of stock with a nominal value of TL 1.00 that they hold, and unanimous decision was taken to set the dividend distribution date as 24 April 2024. - It was unanimously approved to authorize the Company’s Board of Directors to decide on the distribution of advance dividends for the 2024 accounting period, within the scope of the Company’s articles of association and the provisions of the applicable CMB legislation. - Due to resignation of the Board members Mr. Hüseyin Hüsnü Okvuran and Mrs. Esra Soydan on 15 May 2023, the appointments of Mr. İsak Antika and Mr. Mehmet Murat Çavuşoğlu as Board members were approved to serve until the first General Assembly Meeting to be held and to be submitted to the general assembly for approval at the same General Assembly Meeting in accordance with Article 363 of the Turkish Commercial Code. - The members of the Board of Directors and the Company’s statutory auditors are acquitted of their fiduciary responsibilities. - Mr. Can Çelebioğlu, Mr. İsak Antika, Mrs. Canan Çelebioğlu, Mr. Mehmet Murat Çavuşoğlu, Mr. Mehmet Yağız Çekin, and Mr. Turgay Kuttaş are elected to serve as Board members for a period of one year (the period between two consecutive annual General Assembly Meetings) to replace Board members whose terms of office have expired. - Mrs. Fatma Çiğdem Bicik, Mrs. Demet Özdemir, Mr. Salih Samim Aydın and Mr. Halil Yurdakul Yiğitgüden are elected as Independent Board Members to serve for 1 (one) year (interim period between two regular sessions of the General Assembly) instead of the Independent Board Members whose term of office has expired. - Independent Board Members are to be paid a monthly fee/honorarium of gross TL 50,000.00 but no such fees or honoraria are to be paid to board members other than the independent ones. - Güney Bağımsız ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (“Ernst&Young”) is designated as the independent audit firm (“Auditor”) to carry out the independent audit of the financial statements for 2024 fiscal year and other activities falling under the arrangements in the said laws. - Approval of the amendment to Article 6 of our Company’s Articles of Association titled “Capital and Type of Shares”. - The Board of Directors will be authorized for a period of 15 months to issue borrowing instruments in an amount of up to TL 4,000,000,000.00, to determine all matters associated with the issuance and to carry out the related transactions and formalities under the provisions of the Turkish Commercial Code and CMB legislation in force. - The donations amounting to TL 452,400 made during the period from 1 January 2024 to the General Assembly Meeting date of our Company were approved. - An upper limit of TL 113,700,000.00 is set on charitable donations that are to be made by the Company during 2024 (1 January 2024-31 December 2024). - Shareholders holding management control, the members of the Board of Directors, senior executives and their spouses and relatives by blood or marriage unto the second degree have been authorized, as per Article 395 of the Turkish Commercial Code no. 6102, to deal in transactions with the Company and its subsidiaries that might lead to conflict of interest, and to deal with the Company on their own or others’ behalf. Information was also provided to shareholders about; - the guarantees, pledges, and mortgages granted, and the revenues and benefits received by the Company to/from third parties during 2023 fiscal year, - related-party transactions engaged in 2023 fiscal year, and - TL 57,814,758 worth of charitable donations to various foundations, associations, professional chambers, and public agencies and organizations during the period beginning on 1 January 2023 and ending on 31 December 2023.