CELEBI GROUND HANDLING 2025 AR

9 Çelebi Ground Handling 2025 Annual Report - Independent Board Members are to be paid a monthly fee/honorarium of gross TL 75,000.00 but no such fees or honoraria are to be paid to board members other than the independent ones who were elected to represent Group A and Group B shareholders. - 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 2025 fiscal year and other activities falling under the arrangements in the said laws. - To authorize the Company’s Board of Directors, within the scope of the Company’s Articles of Association and the applicable Capital Markets Board (CMB) regulations, to resolve on the distribution of interim dividends for the 2025 fiscal year, - The Board of Directors will be authorized for a period of 15 months to issue borrowing instruments in an amount of up to TL 4,500,000,000.00, 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. - An upper limit of TL 160,000,000.00 is set on charitable donations that are to be made by the Company during 2024 (1 January 2025-31 December 2025). - 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 2024 fiscal year, - related-party transactions engaged in 2024 fiscal year, and - TL 96,677,830 worth of charitable donations to various foundations, associations, professional chambers, and public agencies and organizations during the period beginning on 1 January 2024 and ending on 31 December 2024. Participation in General Assembly Meetings The Ordinary General Assembly Meeting held on 17 April 2025 were attended by shareholders responding either in person or in proxy to invitations sent out, as well as by one member of the Company’s Board of Directors, senior managers and Company’s Investor Relations Unit personnel. Entries in the Shareholders’ Register There is no period of time stipulated in the Company’s articles of association in which the holders of registered shares must have entries made in the shareholders’ register in order to take part in General Assembly Meetings. The provisions of the Turkish Commercial Law (TCC) governing such matters are complied with by the Company. Shares corresponding to more than 99% of our Company’s capital have been duly registered as required by Capital Markets Board regulations. Shares belonging to our shareholders are retained in custody in the investor subaccounts of our Company as issuer and/or of brokerage concerns held by the Central Registry Agency. Information Announced to Shareholders With regard to the agenda of the Annual General Assembly Meeting on 17 April 2025, the Board of Directors membership candidate list, the Board of Directors’ annual report for 2024 calendar year, the Company’s remuneration policy, and the resolution for profit distribution for 2024 calendar year were all made available to shareholders and other stakeholders for their review through the Electronic General Assembly Meeting system and the Company’s website on the date on which the General Assembly Meeting was announced.