Announcement Regarding the Dividend Proposal

It has resolved to submit to the approval of the General Assembly the following in accordance with the Turkish Commercial Code ("TCC") no. 6102, Capital Markets Law no.6362 and Capital Markets Board ("CMB") Regulations, Corporate Tax Law no. 5520, Income Tax Law No. 193, Tax Procedure Law no.213, other relevant legal legislation provisions, the relevant provisions of the Company's Articles of Association and the "Dividend Distribution Policy" that have been announced publicly:

1) In accordance with the provisions of the CMB's II-14.1 "Communiqué on Principles Regarding Financial Reporting in the Capital Markets", Turkish Accounting Standards ("TAS") published by the Public Oversight, Accounting and Auditing Standards Authority ("POA") and Turkish Financial Reporting Standards ("TFRS"); according to the consolidated financial statements for the financial period of 01.01.2022- 31.12.2022, prepared in accordance with the TFRS, the presentation principles of which are determined in accordance with the CMB's Decisions on the subject and which have been independently audited, taking into account the "Deferred Tax Income", "Tax Expense for the Period" and "Minority Interests", "Net Income for the Period" is TRY 6,014,410,000.00.

- Considering the fact that "Income from Sale of Subsidiary" of TRY 612,021,087.17, which is calculated based on the Subparagraph e of the 1st paragraph of the 5th article of the Corporate Tax Law No. 5520, and "Venture Capital Fund" of TRY 87,639,729.82, which is calculated based on Article 325/A of Tax Procedure Law no.213, cannot be subject to dividend distribution; after calculation of "General Legal Reserve" of TRY 43,693,022.23 pursuant to paragraph (1) of Article 519 of the TCC, "Net Distributable Income for the Period" is TRY 5,271,056,160.78

- After deducting the "Advance Dividend" of TRY 291,000,000.00 distributed pursuant to the Board of Director's decision dated November 08, 2022 no.2022/34 "Net Distributable Income for the Period after Advance Dividend" is TRY 4,980,056,160.78 in the fiscal period January 01, 2022 and December 31,2022.

- After adding the "Donations" of TRY 21,884,447.12 made in 2022, "Net Distributable Income for the Period after Advance Dividend and Added Donations" is TRY 5,001,940,607.90 in the fiscal period January 01, 2022 and December 31,2022.

2) According to the Legal Accounting Records ("Legal Accounting Records") for the financial period of 01.01.2022 - 31.12.2022 kept in accordance with the Uniform Chart of Accounts ("Accounting System Implementation General Communique") published by the Ministry of Treasury and Finance and within the scope of the Tax Legislation:

- Considering the "Tax" of TRY 181,414,240.73 in fiscal period "Net Income for the Period" is TRY 1,573,521,261.73 in the fiscal period 01.01.2022-31.12.2022.

- Considering the fact that "Income from Sale of Subsidiary" of TRY 612,021,087.17, which is calculated based on the Subparagraph e of the 1st paragraph of the 5th article of the Corporate Tax Law No. 5520, and "Venture Capital Fund" of TRY 87,639,729.82, which is calculated based on Article 325/A of Tax Procedure Law no.213, cannot be subject to dividend distribution; after calculation of "General Legal Reserve" of TRY 43,693,022.23 pursuant to paragraph (1) of Article 519 of the TCC, "Net Distributable Income for the Period" is TRY 830,167,422.31

- After deducting the "Advance Dividend" of TRY 291,000,000.00 distributed pursuant to the Board of Director's decision dated November 08, 2022 no.2022/34 "Net Distributable Income for the Period after Advance Dividend" is TRY 539,167,422.31 in the fiscal period January 01, 2022 and December 31,2022.

1. a) Accordingly, Legal Accounting Records for the financial period of 01.01.2022 - 31.12.2022 shall be the basis for dividend distribution.
2. b) In this context, as it is understood that there is no need to allocate additional "General Legal Reserves" pursuant to paragraph 4 of Article 519 of the TCC, a total of TRY 190,000,000.00 ("gross"), and TRY 171,000,000.00 ("net"), corresponding to 7.260% gross and 6.534% net of the "Paid-in Capital", "cash" profit distribution will be made in line with the "decimal" rules of Merkezi Kayıt Kuruluşu A.Ş. ("MKK") applicable at the start of the distribution. The dividend distribution shall start on May 31, 2023, at the latest.
3. c) Within the framework of the CMB and POA regulations, according to the financial statements prepared in accordance with TAS and TFRS, the undistributed profits amounting to TRY 4,790,056,160.78, after the above-mentioned legal and special provisions are set aside, shall be classified under "Retained Earnings or Losses" account.
4. d) According to the Legal Accounting Records, after the above-mentioned legal and special provisions are set aside a total of TRY 352,638,553.56 composed of the undistributed profits amounting to TRY349,167,422.31 and "Sale of Subsidiary Share Exemption" of TRY 3,741,131.25 which was previously classified under "Special Fund" accounts pursuant to subparagraph e of the 1st paragraph of the 5th article of the Corporate Tax Law No. 5520 and whose 5-year period, determined by Tax Legislation, is over shall be classified under "Extraordinary Reserves" account .

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