Anadolu Anonim Türk Sigorta Sirketi : Minutes of General Assembly Meeting 27.03.2023

ANADOLU ANONİM TÜRK SİGORTA ŞİRKETİ

MINUTES OF THE ANNUAL GENERAL ASSEMBLY MEETING

HELD ON 27 MARCH 2023

• 2022 General Assembly Meeting of Anadolu Anonim Türk Sigorta Şirketi was held on 27 March

• 2023 at 10:00 hours at the Company headquarters at the address Rüzgarlıbahçe Mahallesi Çam

Pınarı Sokak No: 6 34805 Beykoz/İstanbul, under the supervision of the Ministry Representative

Ms. Demet Bozer assigned by İstanbul Provincial Directorate of Trade letter dated 24 March 2023 no. 83921037.

Invitation for the meeting, including the agenda as stipulated by the law and the Articles of Incorporation, was made in due time by being published in the Turkish Trade Registry Gazette issue 10781 dated 2 March 2023, on the Company website, Public Disclosure Platform, and Electronic General Meeting system of the Central Registry Agency.

Upon examination of the list of attendants, it was established that, out of the Company shares with a total nominal value of TL 500.000.000, the share with a total nominal value of TL 11 was represented in person, shares with a nominal value of TL 326.162.174 were represented in proxy, and of TL 13.789.657 were represented by the depositor in the meeting, adding up to 339.951.842 shares in total, and that the minimum meeting quorum required both by the Law and the Articles of Incorporation was attained.

• 1. The meeting was opened by Ms. Füsun Tümsavaş, Chairman of the Board of Directors.

  Pursuant to Article 50 of the Company's Articles of Incorporation, the Chairman of the Board of

  Directors also assumed the function of Meeting Chair.

  Under the Guidelines for the Operating Principles and Procedures of the Company's General

  Assembly of Shareholders, the Meeting Chair designated Ms. Şule Soylu and Mr. İbrahim

  Erdem Esenkaya as vote collectors, and Ms. Ayşen Aygül as minutes clerk.

• 2. The motion that was entered to not read the Board of Directors Activity Report since it had been previously made available for review by shareholders and to read only the opinion section of the Independent Auditors' Report was approved unanimously.

  The opinion section of the Independent Auditor's Report was read in the presence of the

  Independent Audit Company official Mr. Musa Dinger, and the said Board of Directors Activity Report was discussed.

• 3. The motion entered to read the main headings of the balance sheet and income statement was approved unanimously.

  General Manager Zekai Mehmet Tuğtan gave information about the closed activity year and the actions taken after the Kahramanmaraş-centered earthquake

  The Company's 2022 financial statements, the main headings of which were read out and discussed, was approved unanimously.

• 4. Under Principle no. 1.3.6 of the Corporate Governance Principles of the Capital Markets Board of Turkey, the General Assembly was informed that Mr. Fikret Utku Özdemir, Member of our

  Company's Board of Directors, continues to serve as a Board Member and CEO of Milli Reasürans Türk Anonim Şirketi, the principal shareholder in our Company. General Assembly

was also informed that Mr. Zekai Mehmet Tuğtan, General Manager our Company, continues to serve as a Board Member of Anadolu Hayat Emeklilik A.Ş.

• 5. Pursuant to Article 363 of the Turkish Commercial Code and Article 18 of the Articles of Incorporation, it was approved unanimously to elect Mr. Müslim Sarı and Ms. Filiz Tiryakioğlu to fill the member's seat on the Board of Directors vacated by the resignation of Mr. Barış Tüzün and Mr. Vedat Karahanoğlu to complete the term of office of his predecessor.

  Furthermore, General Assembly was informed that our General Manager, Mr. Zekai Mehmet Tuğtan was appointed in place of our retired General Manager Mr. Mehmet Şencan, is natural member of our Board of Directors within the scope of the Insurance Law No. 5684

• 6. As a result of the voting, Members of the Board of Directors were acquitted unanimously of their 2022 activities.

• 7. Within the frame of our Dividend Distribution Policy, the profit distribution proposal of the Board of Directors was read out and put to the vote. The proposal of the Board of Directors regarding the not to distribute of the profit of the period resulting from the activities of 2022 was accepted unanimously.

• 8. It has been established that Draft Amendment to the Articles of Incorporation including Registered Capital increase to TL 3,500,000,000 and extension of the Registered Capital Period to 2027 has been approved by permission letters of the T.R. Capital Markets Board dated February 9, 2023 and no. E-29833736-110.03.03-32947, and of T.R. Ministry of Trade General Directorate of Domestic Trade dated March 7, 2023 and no. 83412541. After the modified versions of the amended articles were read out, the Draft Amendment to the

  Company's Articles of Incorporation was ratified as quoted hereinbelow with the majority of

  votes based on 327.739.786 affirmative votes against 12.212.056 negative votes.

OLD ARTICLE	NEW ARTICLE
ARTICLE 4 The Company's Headquarters and Branches Company headquarters is located in Beykoz county of the city of Istanbul. The postal address is Rüzgarlıbahçe Mahallesi Kavak Sokak No:31 34805 Kavacık / İstanbul. In case of change of address, new address will officially registered in trade registry and published in Turkish Trade Registry Gazette and company website and also notified to the Undersecretariat of Treasury, relevant Ministry and Capital Markets Board of Turkey. Any notice given to the registered and proclaimed address will be deemed to have been served to the Company. It is not mandatory to make amendments in the Articles of Incorporation for only change of address provided that the new address is in the same registry zone. The company can open branches, agencies, representations and correspondences in Turkey and abroad provided that it fulfils all necessary legal liabilities.	ARTICLE 4 The Company's Headquarters and Branches Company headquarters is located in Beykoz county of the city of Istanbul. The postal address is Rüzgarlıbahçe Mahallesi Çam Pınarı Sokak No:6 34805 Beykoz / İstanbul. In case of change of address, new address will officially registered in trade registry and published in Turkish Trade Registry Gazette and company website and also notified to the Insurance and Private Pension Regulation and Supervision Agency, relevant Ministry and Capital Markets Board of Türkiye. Any notice given to the registered and proclaimed address will be deemed to have been served to the Company. It is not mandatory to make amendments in the Articles of Incorporation for only change of address provided that the new address is in the same registry zone. The company can open branches, agencies, representations and correspondences in Türkiye and abroad provided that it fulfils all necessary legal liabilities.
ARTICLE 6 Capital	ARTICLE 6 Capital
The Company has adopted the registered capital system in accordance with the provisions of the Capital Market Law, and switched to the aforementioned system based on the Capital Markets Board of Turkey (CMB) permission dated 09.03.1995 and numbered 272. The Company's registered capital is TL 700,000,000 (seven hundred million), divided into 70,000,000,000 (seventy billion) shares each with a nominal value of TL 0.01. The Company's issued capital is TL 500,000,000.- (five hundred million) and is fully paid-up. The capital is divided into 50,000,000,000 (fifty billion) registered shares each with a nominal value of TL 0.01. Permission granted by the CMB for authorized capital is valid from 2018 through 2022 (5 years). Even if the authorized capital so permitted is not reached by the end of 2022, in order for the Board of Directors to pass a capital increase decision after 2022, it is mandatory to get authorization from the General Assembly of Shareholders for a new period of time, which must not be any longer than five years, upon getting permission from the CMB for the previously permitted or a new maximum capital amount. In the absence of the said authorization, capital increases may not be carried out by way of a Board of Directors decision. From 2018 through 2022, the Board of Directors is authorized to increase the issued capital up to the authorized capital through issuing registered shares and to combine share certificates in denominations representing several shares in accordance with the provisions of the Capital Market Law and applicable legislation, as and when it deems necessary. The phrases "Turkish Lira" herein are phrases that have been modified due to the elimination of the word "New" from the phrase "New Turkish Lira" effective from 1 January 2009, based on the Council of Ministers Decision numbered 2007/11963 dated 4 April 2007. Shares representing the capital are followed-up in dematerialized form within the frame of dematerialization principles. The Board of Directors is authorized to pass decisions to issue shares above the nominal value, and to carry out capital increase through restricting shareholders' right to purchase new shares. The Board is also authorized to increase the issued capital.	The Company has adopted the registered capital system in accordance with the provisions of the Capital Market Law, and switched to the aforementioned system based on the Capital Markets Board of Türkiye (CMB) permission dated 09.03.1995 and numbered 272. The Company's registered capital is TL 3,500,000,000 (three billion five hundred million), divided into 350,000,000,000 (three hundred and fifty billion) shares each with a nominal value of TL 0.01. The Company's issued capital is TL 500,000,000.- (five hundred million) and is fully paid-up. The capital is divided into 50,000,000,000 (fifty billion) registered shares each with a nominal value of TL 0.01. Permission granted by the CMB for authorized capital is valid from 2023 through 2027 (5 years). Even if the authorized capital so permitted is not reached by the end of 2027, in order for the Board of Directors to pass a capital increase decision after 2027, it is mandatory to get authorization from the General Assembly of Shareholders for a new period of time, which must not be any longer than five years, upon getting permission from the CMB for the previously permitted or a new maximum capital amount. In the absence of the said authorization, capital increases may not be carried out by way of a Board of Directors decision. From 2023 through 2027, the Board of Directors is authorized to increase the issued capital up to the authorized capital through issuing registered shares and to combine share certificates in denominations representing several shares in accordance with the provisions of the Capital Market Law and applicable legislation, as and when it deems necessary. The phrases "Turkish Lira" herein are phrases that have been modified due to the elimination of the word "New" from the phrase "New Turkish Lira" effective from 1 January 2009, based on the Council of Ministers Decision numbered 2007/11963 dated 4 April 2007. Shares representing the capital are followed-up in dematerialized form within the frame of dematerialization principles. The Board of Directors is authorized to pass decisions to issue shares above the nominal value, and to carry out capital increase through restricting shareholders' right to purchase new shares. The Board is also authorized to increase the issued capital.
ARTICLE 9 Transfers of Shares Transfer of share certificates is subject to the provisions of the Turkish Trade Act and Insurance Act and those of Capital Markets Board's legislation. Over-the-counter	ARTICLE 9 Transfers of Shares Transfer of share certificates is subject to the provisions of the Turkish Trade Act and Insurance Act and those of Capital Markets Board's legislation. Over-the-counter
acquisition concept is determined according to Istanbul Stock Exchange (ISE) regulations. Provision 39 et al. of the Turkish Trade Act regarding the acquisition of the company's own shares are reserved.	acquisition concept is determined according to Borsa İstanbul (BIST) regulations. Provision 39 et al. of the Turkish Trade Act regarding the acquisition of the company's own shares are reserved.
ARTICLE 61 Amendment of the Articles of Incorporation Any amendments to be realized and implemented in this Articles of Incorporation are subject to the permission granted from the Ministry, Undersecretariat of Treasure and Capital Markets Board. Such amendments come into effect as of the proclamation date after they are duly approved and registered to the trade registry.	ARTICLE 61 Amendment of the Articles of Incorporation Any amendments to be realized and implemented in this Articles of Incorporation are subject to the permission granted from the Insurance and Private Pension Regulation and Supervision Agency and Capital Markets Board. Such amendments come into effect as of the proclamation date after they are duly approved and registered to the trade registry.

9. Shareholders have been informed that General Manager is a natural member of the Board of

Directors under Article 4-1 of the Insurance Law no. 5684 and the number of independent members on the Board of Directors must not be less than one third of the total number of members due to the fact that the Company is included among Group 1 companies pursuant to the Corporate Governance Communiqué no. II-17.1 within the scope of the Capital Markets Board decision no. 4/97 dated 21 January 2021. Statement was made on the existence of a motion in relation to the election of Board of Directors members. The motion regarding the election of Board members and determining their terms of office was read out.

In addition to Mr. Zekai Mehmet Tuğtan, General Manager, the natural member of the Board of Directors under Article 4-1 of the Insurance Law no. 5684,

In line with the motion entered for the approval of the General Assembly; Candidates who have written declarations that they accept the duty to the Board of Directors members to be appointed in 2023;

Ms. Füsun Tümsavaş Mr. Gökhan Kahraman

Mr. Filiz Tiryakioğlu

Mr. Kemal Emre Sayar

Mr. Müslim Sarı

In addition, the following individuals have been elected as independent Board members within the frame of the Corporate Governance Communiqué (II-17.1):

Mr. Dr. Fatih Anıl

Ms. Prof. Dr. Dilek Demirbaş Ms. Prof. Dr. Ayşegül Toker

As a result of the voting, Board Members were elected to serve until 31 March 2024 by majority votes on the basis of 12.110.659 negative votes and 327.841.183 affirmative votes.

• 10. Members of the Board of Directors were authorized unanimously to carry out the transactions set out in Articles 395 and 396 of the Turkish Commercial Code.

• 11. It was agreed to pay Board members a monthly gross salary of TL 60,000 from 1 April 2023 and reservation of all monthly paid rights of those elected as Board member from our company staff by majority of votes on the basis of 327.739.786 affirmative votes against 12.212.056 negative votes.

• 12. Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi, designated by the Board of Directors as the external independent audit firm for 2023, was approved unanimously.

• 13. In order to benefit from the tax advantages provided by the temporary article 32 and reiterated 298th article of the Tax Procedure Law, the Company, by fulfilling the conditions specified in the legislation, revalues a part of its tangible and intangible assets and transfers between the equity accounts as a result of the said valuation. It was informed that it will record a revaluation fund amounting to TL 143,159.008.

• 14. In order to support our citizens suffered from the devastating earthquakes centered in Kahramanmaraş province affecting 10 of our provinces, and to meet the needs arising in the relevant region, the decision of our Board of Directors on February 15, 2023 to donate 10.000.000 TL (ten million) to the T.C. Ministry of Internal Affairs Disaster and Emergency Management Presidency (AFAD) was ratified by majority votes on the basis of 11.853.595 negative votes and 328.098.247 affirmative votes.

• 15. The General Assembly was informed that no donations were made during 2022.

• 16. It was approved to set the limit of donations to be made by the Company in 2023 as TL 11,000,000 including the donation stated in the article no. 14 of the agenda by majority of votes on the basis of 328.098.247 affirmative votes against 11.853.595 negative votes.

Since there were no other topics to be discussed on the agenda, the meeting was concluded by the Meeting Chair Ms. Füsun Tümsavaş.

27 March 2023

MINISTRY REPRESENTATIVE	MEETING CHAIR
Demet Bozer	Füsun Tümsavaş
VOTE COLLECTORS	MINUTES CLERK
Ayşen Aygül

Şule Soylu

İbrahimErdemEsenkaya