DP Eurasia N : 26 Apr · Chairman’s letter, notice and explanatory notes Annual General Meeting 8 June 2022 - Read PDF

Chairman's Letter,

Notice of Annual General Meeting and Explanatory Notes

DP Eurasia N.V.

To be held on Wednesday 8 June 2022 at 14:00 CEST

By electronic means only, without physical access

This document is important and requires your immediate attention

If you are in any doubt about the contents of this document or as to what action you should take, you should seek advice from your stockbroker, solicitor, accountant or other appropriate professional adviser.

If you have sold or otherwise transferred all of your shares in DP Eurasia N.V., please pass this document, together with the accompanying documents, to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Number trade register: 67090753

Date

26 April 2022

Subject

Notice of 2022 Annual General Meeting

Dear shareholder,

On behalf of the board of directors (the "Board" or the "Directors") of DP Eurasia N.V. (the "Company"), I am delighted to invite you to attend our Annual General Meeting of Shareholders which will be held on Wednesday 8 June 2022 and will start at 14:00 CEST (the "AGM").

No physical access and voting by electronic means only in view of COVID-19

As part of the COVID-19 measures taken by the Dutch government, the Act on temporary provisions in the field of expertise of the Ministry of Justice and Security in connection with the COVID-19 outbreak came into force on 24 April 2020 (the "Emergency Act"). In accordance with the provisions of the Emergency Act and to protect the health and safety of all our employees and our stakeholders, this year's AGM (a) can only be accessed by electronic means of communication, (b) shareholders and other persons entitled to attend the AGM will not have physical access and (c) voting can only take place by CREST or by appointing a proxy prior to the AGM. We are facilitating said measures in the following ways:

Prior to the AGM:

• • You can vote through CREST or by proxy form. The proxy can only be granted to a representative designated thereto by the Company.

• • You can submit your request to join the video stream by emailing us [e-mail] until Friday 3 June 2022 at 14:00 CEST. You must include your name and shareholder's certificate number, which can be obtained from your bank.

• • You can submit your questions about the items on the agenda by emailing us [e-mail] until Friday 3 June 2022 at 14:00 CEST. You must include your name and shareholder's certificate number, which can be obtained from your bank. The answers to the questions submitted will be made available onwww.dpeurasia.com no later than during the AGM.

During the AGM:

• • You can follow the AGM by video stream, if registered.

• • You can ask questions by emailing us [e-mail].

The Board as well as our management will also join virtually as much as possible. Sadly we will be unable to offer our usual hospitality or informal access to management this time.

Enclosed with this letter you will find the notice of the AGM together with the Explanatory Notes (the "Notice"), additional important information in relation to shareholder services and the Annual Report and Accounts 2021. These documents have now been published on the Company's website atwww.dpeurasia.com.

At the AGM our CEO, Aslan Saranga, will update you on the progress of the business in 2021. Following this presentation, we will have a full Q&A session on all matters tabled before we conduct the formal business of the meeting.

We will discuss the questions submitted by email prior to the AGM and facilitate further questions submitted by email during the AGM before we conduct the formal business of the meeting. Kindly note that it is at the full discretion of the chairman of the AGM how to facilitate any further questions submitted by email during the AGM, whether or not to answer thematically or to close a discussion.

The Directors consider that the resolutions to be voted on are in the best interest of the Company and of its shareholders as a whole. The Directors unanimously recommend shareholders to vote in favour of these resolutions, as the Directors themselves intend to do in respect of their own beneficial shareholdings.

We are sorry for the strict measures we are taking, but our primary goal is to ensure your health and that of our employees, everyone's families, and the wider community. We will be closely monitoring the COVID-19 situation and inform you should there be a need to make further adjustments to the AGM set-up. The latest information about our AGM and its new set-up will be available onwww.dpeurasia.com.

Yours sincerely,

Peter Williams Chairman

Notice 2022 Annual General Meeting

of shareholders of DP Eurasia N.V.

To be held on:

Date:	Wednesday 8 June 2022
Time:	14:00 CEST
Electronically:	by video stream

• 1. Opening

• 2. Report of the Board for the 2021 financial year

• 3. Adoption of the annual accounts for 2021 (resolution)

• 4. Appropriation of profit for 2021 (resolution)

• 5. Discussion of the policy on reserves and dividends

• 6. Discharge of the Board's Executive Directors (resolution)

• 7. Discharge of the Board's Non-Executive Directors (resolution)

• 8. Discussion of the negative equity due to foreign exchange rate/currency differences

• 9. Annual remuneration report (resolution)

• 10. Reappointment of Mr A. Saranga as Executive Director (resolution)

• 11. Reappointment of Ms F. Slot as Executive Director (resolution)

• 12. Reappointment of Mr S. Bhartia as Non-Executive Director (resolution)

• 13. Reappointment of Mr H. Bhartia as Non-Executive Director (resolution)

• 14. Reappointment of Mr P.W. Williams as Non-Executive Director:

  • a. by the General Meeting (resolution)

  • b. by the General Meeting excluding any controlling shareholder (resolution)

• 15. Reappointment of Mr D. Adams as Non-Executive Director:

  • a. by the General Meeting (resolution)

  • b. by the General Meeting excluding any controlling shareholder (resolution)

• 16. Appointment of Mr B. Ertaş as Non-Executive Director:

  • a. by the General Meeting (resolution)

  • b. by the General Meeting excluding any controlling shareholder (resolution)

• 17. Appointment of the Auditor charged with the auditing of the Annual Accounts for the 2022 financial year (resolution)

• 18. Designation of the Board as the body authorised to resolve to:

  • a. issue shares and to grant rights to subscribe for shares (resolution)

  • b. restrict or exclude the pre-emptive rights (resolution)

• 19. Authorisation of the Board to repurchase shares in the Company (resolution)

• 20. Any other business

• 21. Closing

Explanatory notes

to the notice of 2022 Annual General Meeting

2. Report of the Board for the 2021 financial year

To consider the Annual Report and Accounts 2021 submitted by the Board.

At this agenda item, a full questions and answers session will be held on all matters tabled for this meeting, including the questions submitted by email prior to the AGM and any further questions submitted by email during this agenda item. Kindly note that it is at the full discretion of the chairman of the AGM ("Chairman") how to facilitate any further questions submitted by email during this agenda item, whether or not to answer thematically or to close a discussion.

3. Adoption of the annual accounts for 2021 (resolution)

It is proposed to the General Meeting to adopt the annual accounts for the financial year ending 31 December 2021.

4. Appropriation of profit for 2021 (resolution)

The Board proposes to add the net result to the other reserves.

5. Discussion of the policy on reserves and dividends

The Company will not declare any dividends in 2021. In future years, the Company will consider the pay out of dividends, taking into account the amount of profits, the need for cash for capital expenditure and further expansion and its debt profile. While the Company's policy is to eventually pay out dividends in the appropriate circumstances, there is no immediate prospect of dividends being paid out, nor can there be any assurance as to when and in what amount any dividends may be eventually paid out.

6. Discharge of the Board's Executive Directors (resolution)

In accordance with article 21.2 of the Company's articles of association, it is proposed to the General Meeting to discharge the Executive Directors of the Board from liability in relation to the exercise of their duties in the 2021 financial year, to the extent that such exercise is apparent from the financial statements or has been otherwise disclosed to the

General Meeting prior to the adoption of the annual accounts.

7. Discharge of the Board's Non-Executive Directors and former non-executive directors (resolution)

In accordance with article 21.2 of the Company's articles of association, it is proposed to the General Meeting to discharge the Non-Executive Directors of the Board from liability in relation to the exercise of their duties in the 2021 financial year, to the extent that such exercise is apparent from the financial statements or has been otherwise disclosed to the General Meeting prior to the adoption of the annual accounts.

8. Discussion of the negative equity due to currency translation differences

In accordance with clause 2:108a of the Dutch Civil Code, the general meeting will discuss the negative equity due to foreign exchange rate/currency differences, while the underlying better performance at net profit level:

TRY million
Equity items	9,760
Fx rate/currency difference adjustment	(131,789)
Total Equity	(122,029)
9. Annual remuneration report (resolution)

In accordance with Dutch legislation (article 2:135b of the Dutch Civil Code), the remuneration report 2021 is submitted to the General Meeting for an advisory vote. It is proposed to the General Meeting to approve the annual remuneration report, which contains details of how the Company paid Directors during 2021 and how the Company intends to apply its remuneration policy during 2022. The annual remuneration report is included in the Annual Report and Accounts 2021 and can be found on pages 58 up to and including 65.

The Remuneration Policy complies with the provisions of the Dutch Corporate Governance Code, with the exception of the principle which determines that shares should be held for at least five years after they are awarded (best practice provision 3.1.2) and the principle that remuneration in the event of dismissal of board members should not exceed one year's salary (best practice provision 3.2.3). A further explanation of the aforementioned deviations is included in the Annual Report and Accounts 2021. The remuneration structure for the Executive Directors can consist of five components: base salary, benefits, pensions, an annual and deferred bonus and a long term incentive.

For further details on the Remuneration Policy please refer to the remuneration report included in the Annual Report and Accounts 2021 on pages 58 up to and including 65.

10. - 13. Reappointment of Executive Directors and Non-Executive Directors (resolution)

Further to the UK Corporate Governance Code stating that all directors should be subject to annual reappointment by the shareholders, it is proposed by the Board, following the recommendations made by the selection and appointment committee, to reappoint Mr. Aslan Saranga and Ms. Frederieke Slot as Executive Directors for a period of one year, ending at the end of the annual General Meeting in 2023.

It is also proposed by the Board, following the recommendations made by the selection and appointment committee, to reappoint Mr. Shyam S. Bhartia and Mr Hari S. Bhartia as Non-Executive Directors for a period of one year, ending at the end of the annual General Meeting in 2023.

The Board has decided to appoint two additional independent Non-Executive Directors and is in advanced stages of appointing the first. During this process and following the 2022 AGM, Jubilant has agreed to reduce their representation from three Directors to two.

The Board is satisfied that all Directors being proposed for reappointment continue to perform effectively and should be appointed because they continue to demonstrate their broad and relevant experience, commitment to their roles, and international outlook. Biographical details concerning each of the Directors proposed for reappointment can be found on page 66 and 67 of the Annual Report and Accounts 2021.

14.a. and b. 15.a. and b. Reappointment of Independent Non-Executive Director (resolution)

In accordance with the Company's board rules, because the Company has a controlling shareholder (for the purposes of UK Listing Rules), the reappointment of any independent Non-Executive Director must be approved by the General Meeting and the General Meeting excluding the controlling shareholder. Further to the UK Corporate Governance Code stating that all directors should be subject to annual reappointment by the shareholders, it is proposed by the Board, following the recommendations made by the selection and appointment committee, to reappoint Mr. Peter Williams and Mr. David Adams as independent Non-Executive Directors for a period of one year, ending at the end of the annual General Meeting in 2023. The Board considers that Mr. Peter Williams and Mr. David Adams are experienced and independent in character and judgment since they both are free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment.

Further, the Board is satisfied that they will continue to perform effectively and should be appointed because they continue to demonstrate their broad and relevant experience, commitment to their roles, and international outlook.

Biographical details concerning Mr. Williams and Mr. Adams can be found on page 66 and 67 of the Annual Report and Accounts 2021.

16. Appointment of Mr B. Ertaş as Non-Executive Director

In accordance with the Company's board rules, because the Company has a controlling shareholder (for the purposes of the UK Listing Rules), the appointment of any independent Non-Executive Director must be approved by the General Meeting and the General Meeting excluding the controlling shareholder. It is proposed by the Board, following the recommendations made by the selection and appointment committee, to appoint Mr Burak Ertaş (1969) with the Turkish nationality as independent Non-Executive Director for a period of one year, ending at the end of the annual General Meeting in 2023. The Board considers that Burak is independent in character and judgement since he is free from any relationship or circumstance which may, could or would be likely to, or appear to, affect his judgement.

Mr Ertaş is a growth-minded and technology-driven consumer business leader. Since the beginning of his career, he had high exposure to technology and product development in consumer driven businesses. Starting his own software development company, he assumed critical product development and business development roles in technology companies like Telenity, Telsoft and Turkcell. In his last six years at Turkcell, he formed sound experience in digital product management. He has been the CEO of sahibinden.com since 2010. Sahibinden is the largest online classifieds and marketplace platform in Turkey with more than 55 million monthly active users. Mr Ertaş holds an Executive MBA from Koç University in Istanbul and a BSc, Electrical & Electronics Engineering from the Middle East Technical University in Ankara.

He will join the Audit Committee and Remuneration Committee.

Mr Ertaş does not hold shares in the capital of the Company.

17. Appointment of the Auditor charged with the auditing of the Annual Accounts for the 2021 financial year (resolution)

In accordance with article 20.2 of the Company's articles of association, auditors charged with the auditing of the

Annual Accounts for the current financial year are to be appointed by the General Meeting. Each year, the Audit Committee assesses the effectiveness of the external audit process which includes gaining feedback from key stakeholders at all levels across the Company. The Audit Committee has considered the tenure, quality and fees of the auditors. The Audit Committee has approved the extension of the current external audit contract by one year, and recommended to the Boards the reappointment of the external auditors. It is proposed, in accordance with Article 2:393 of the Dutch Civil Code, to assign PricewaterhouseCoopers Accountants N.V. to audit the Annual Accounts for the 2022 financial year.