Tekfen Anonim Sirketi : 07.04.2023 Annual Meeting Information Document

INVITATION TO ORDINARY GENERAL ASSEMBLY MEETING

BY THE BOARD OF DIRECTORS

OF TEKFEN HOLDING A.Ş.

The annual Ordinary General Assembly Meeting of our Company will be held on April 7th, 2023 Friday at 14:00 at the Conference Hall of Tekfen Tower Building located at Büyükdere Caddesi No.209 34394, 4. Levent - Istanbul.

Consolidated Financial Statements for the period between 01.01.2022-31.12.2022 and its footnotes, the Annual Report of the Board of Directors, Profit Distribution Proposal, Independent Auditor's Report and a detailed Information Document including the necessary explanations about the current agenda items within the framework of Corporate Governance Principles will be made ready at the Company headquarters, on the www.tekfen.com.trCompany website and at the Electronic General Meeting System (e-GEM) of the Central Securities Depository of Turkey (CSD) for the reviews of our partners at least three weeks before the meeting date.

Our shareholders may attend the general meeting to be convened at the abovementioned address either personally or through their representatives. Shareholders who will not be able to attend the meeting themselves may authorize their representatives using the e-GEM and issue a power of attorney using the attached sample and in accordance with the "Communiqué on Voting by Proxy and Proxy Solicitation" of the Capital Markets Board of Turkey (CMB), numbered: II-30.1. Power of attorneys may also be issued filling out the power of attorney form that can obtained from the Company headquarters or the www.tekfen.com.trCompany website, followed by the approval of their signature by public notary or attaching the signature circular, which is approved by the notary service and includes their signature, to the power of attorney form with their signature on it. The proxy who has been appointed electronically via the e-GEM is not required to present a power of attorney.

For them to fulfill their responsibilities within the scope of the "Regulation on Electronic General Assembly Meetings of Joint Stock Corporations" and the "Communiqué on the Electronic General Assembly System to be used in the General Assembly Meetings of Joint Stock Corporations", our stakeholders who will be voting via e-GEM are requested to obtain information from the CSD and submit their preference until one

1. day before the General Assembly Meeting, via e-GEM provided by the CSD. Those who wish to attend the General Assembly Meeting via e-GEM should register to the e-Investor: Investor Information Center Portal and have a secure electronic signature to participate directly in the General Assembly or appoint a proxy through the e-GEM. In addition, proxies who will attend the meeting via e-GEM must also have a secure electronic signature. According to Article 1526 of the Turkish Commercial Code (TCC), the declarations to be made on behalf of the legal entity partners should be signed by the legal entity signature authority with the secure electronic signature created for them.
   In this context, the below parties can attend the General Assembly Meeting by presenting the following and signing the participants list:
2. • Natural person shareholders with their IDs,
   • Legal entity shareholders with the IDs of the persons authorized to represent and bind the legal entity, together with the authorization documents,
   • Representatives of natural and legal persons with their IDs and notarized powers of attorney or their signed powers of attorney with an attached affidavit of signature issued before a notary service,
   • Representatives authorized by the Electronic General Meeting System with their IDs.

Presented for our esteemed shareholders' information.

Tekfen Holding A.Ş.

Company Address: Kültür Mahallesi, Tekfen Sitesi Budak Sokak, A Blok, No:7 Ulus - Beşiktaş 34340 Istanbul

Place and number of Trade Registry: Istanbul/111233

Central Registration System (MERSIS) No: 0834005201400018

AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING

OF TEKFEN HOLDING A.Ş.

TO BE HELD ON APRIL 7th, 2023

1. Opening, and election of the Chairman for the Meeting,
2. Reading, discussion and approval of the 2022 Annual Report prepared by the Company's
   Board of Directors,
3. Reading, discussion and approval of the Independent Audit Report Summary and Financial Statements for the 2022 fiscal year,
4. Release of each member of the Board of Directors from liability for the Company's activities for the year 2022,
5. Discussion and resolution of the proposal of the Board of Directors regarding the distribution of the profit for the 2022 fiscal year,
6. Resolution of the number of the members of the Board of Directors and their terms of office, and the monthly salaries to be paid,
7. Election of the members of the Board of Directors,
8. Approval of the independent audit firm determined in accordance with CMB regulations to the approval of the General Assembly pursuant to Article 399 of the Turkish Commercial Code,
9. Informing the General Assembly about the collaterals, pledges, mortgages and income or benefits granted to third parties in the accounting period of 01.01.2022-31.12.2022,
10. Informing the General Assembly about the donations made in the fiscal year of 2022, determining the upper limit for the donations to be made in the year 2023,
11. Authorizing the members of the Board of Directors to perform the works of the Company themselves or on behalf of others, giving them permissions to perform transactions to be partners in the companies that perform similar works and to perform other transactions under Articles 395 and 396 of the Turkish Commercial Code, and, if any, briefing about the members of the Board of Directors and the persons listed in the CMB's Corporate Governance Principles Article 1.3.6 and the transactions carried out in this context in the year 2022,
12. Wishes and opinions.

POWER OF ATTORNEY

Tekfen Holding A.Ş.

I hereby name and appoint ................., whose details are specified below, to be my lawful proxy to represent me and vote,

propose and sign the necessary documents on my behalf and in accordance with my below views, in the routine General Assembly Meeting of Tekfen Holding A.Ş. which will be held at 14:00 hours on April 7th, 2023 at the Conference Hall of Tekfen Tower, located at Büyükdere Cad. No. 209 34394 4. Levent, Istanbul.

Proxy's(*);

Name, Last Name/Trade Name:

Turkish Citizenship ID No/Tax ID, Place and number of Trade Registry, and Central Registration System No:

(*) If any, the equivalents of the said information for foreign nationality representatives must be presented.

A) CONTENTS OF POWER OF ATTORNEY

For the sections 1 and 2 given below, the contents of the power of attorney should be determined by selecting one of the choices of (a), (b) and (c).

1. About the Matters on the General Assembly Agenda;

1. The proxy is authorized to vote in line with his/her opinion.
2. The proxy is authorized to vote in line with the proposals of the partnership management.
3. The proxy is authorized to vote in accordance with the instructions given in the table below.

Instructions:

In case the (c) choice is selected by the shareholder, the instructions exclusive to the agenda item are given by marking one of the options ('for' or 'against') for the agenda item of the general assembly concerned and by stating the dissenting opinion, if any, in the minutes of the general assembly meeting as requested, in case the 'against' option is selected.

	Agenda Items	For	Against	Dissenting Opinion
1.	Opening, and election of the Chairman for the Meeting
2. Reading, discussion and approval of the 2022 Annual Report
prepared by the Company's Board of Directors
3.	Reading, discussion and approval of the Independent Audit
Report Summary and Financial Statements for the 2022 fiscal
year
4.	Release of each member of the Board of Directors from
liability for the Company's activities for the year 2022
5.	Discussion and resolution of the proposal of the Board of
Directors regarding the distribution of the profit for the 2022
fiscal year
6.	Resolution of the number of the members of the Board of
Directors and their terms of office, and the monthly salaries to be
paid
7.	Election of the members of the Board of Directors
8.	Approval of the independent audit firm determined in
accordance with CMB regulations to the approval of the General
Assembly pursuant to Article 399 of the Turkish Commercial
Code

9. Informing the General Assembly about the collaterals, pledges, mortgages and income or benefits granted to third parties in the accounting period of 01.01.2022-31.12.2022

1. Informing the General Assembly about the donations made in the fiscal year 2022, determining the upper limit for the donations to be made in the year 2023
2. Authorizing the members of the Board of Directors to perform the works of the Company themselves or on behalf of others, giving them permissions to perform transactions to be partners in the companies that perform similar works and to perform other transactions under Articles 395 and 396 of the Turkish Commercial Code, and, if any, briefing about the members of the Board of Directors and the persons listed in the CMB's Corporate Governance Principles Article 1.3.6 and the transactions carried out in this context in the year 2022
3. Wishes and opinions.

2. Special instructions on other issues that may arise during the General Assembly meeting and especially on the use of minority rights:

1. The proxy is authorized to vote in line with his/her opinion.
2. The proxy is not authorized to represent in these matters.
3. The proxy is authorized to vote in accordance with the following special instructions.

SPECIAL INSTRUCTIONS; If any, special instructions to be given to the proxy by the shareholder are stated here.

1. The shareholder specifies the shares to be represented by the proxy by selecting one of the following options. 1. I approve the representation of my shares mentioned below by the proxy.
   a) Group and series:* b) Number/Group:**
   c) Number of shares-Nominal value:
   ç) Whether it is a privileged voting share:

1. Whether it is payable to bearer-order:*
2. The ratio of the shares to the total shares/voting rights the shareholder holds: *This information is not required for registered shares.
   **If any, information about the group will be written instead of the number for registered shares.

2. I approve the representation of all of my shares listed in the list of shareholders who may attend the general meeting prepared by the CSD one day before the general assembly day.

NAME, LAST NAME or TITLE of THE SHAREHOLDER (*)

Turkish Citizenship ID No/Tax ID, Place and number of Trade Registry, and Central Registration System No: Address:

1. If any, the equivalents of the said information for foreign nationality representatives must be presented.
   SIGNATURE

EXPLANATIONS ON THE AGENDA OF THE ORDINARY GENERAL ASSEMBLY

MEETING TO BE HELD ON APRIL 7th, 2023

1. Opening and election of the Chairman for the Meeting
   Elections of the Chairman of the Meeting that will lead the General Assembly Meeting in accordance with the provisions of the Regulation of the Turkish Commercial Code on "Principles and Procedures of
   General Assembly Meetings of Joint Stock Companies and Representatives of the Ministry of Customs and Trade to Attend These Meetings" ("the Regulation") will be conducted.

2. Reading, discussion and approval of the 2022 Annual Report prepared by the Company's Board of

1. Directors

   The 2022 Annual Report of the Board of Directors which will be published on the Company's website

   (www.tekfen.com.tr), e-COMPANY Portal and in the Electronic General Assembly (e-GEM) portal of the Central Securities Depository of Turkey for the review of our shareholders for a period of 3 weeks prior to the General Assembly meeting, will be submitted to our shareholders for their remarks and approval.

2. Reading, discussion and approval of the Independent Audit Report Summary and Financial Statements for the 2022 fiscal year
   Briefings will be given about the Independent Audit Report Summary and Financial Statements for the 2022 fiscal year, which will be published on the Company's website (www.tekfen.com.tr), e-COMPANY Portal and in the e-GEM portal of the Central Securities Depository of Turkey for the review of our shareholders for a period of 3 weeks prior to the General Assembly meeting, and they will be submitted for the remarks and approval of our partners.
3. Release of each member of the Board of Directors from liability for the Company's activities for the year 2022
   In accordance with the provisions of the Turkish Commercial Code and the Regulation, release of each member of the Board of Directors from liability for the Company's activities for the year 2022 will be submitted for the approval of the General Assembly.
4. Discussion and resolution of the proposal of the Board of Directors regarding the distribution of the profit for the 2022 fiscal year
   According to the financial statements of our company for the 2022 fiscal year, which were audited by
   KPMG Bağımsız Denetim Serbest Muhasebeci Mali Müşavirlik A.Ş., the Consolidated Net Income for the Parent Company for this period totaled to an amount of TRY3,473,338 thousand and the table related to the distribution of 30% dividend over the Net Distributable Profit of the Period which is submitted to the General Assembly for approval is presented in Appendix 1. It is proposed that the profit for the period be distributed in two equal installments on April 12, 2023 and May 10,2023.
5. Resolution of the number of the members of the Board of Directors and their terms of office, and the monthly salaries to be paid
   Pursuant to the TCC and the related Regulation, the number of members of the Board of Directors and their terms of office shall be determined by taking the principles regarding the election of the board of directors in our Articles of Association into account.
   According to the Articles of Association, the number of members of the Board of Directors can be determined between 9 and 11 persons.