Annual Report 30062025

(CONVENIENCE TRANSLATION INTO ENGLISH OF THE ACTIVITY REPORT ORIGINALLY ISSUED IN TURKISH)

VERUSA HOLDING A.Ş.

CONTENTS

1. COMPANY PROFILE
2. CAPITAL AND PARTNERSHIP STRUCTURE
3. SUBSIDIARIES AND AFFILIATED COMPANIES

1. BOARD OF DIRECTORS AND MANAGEMENT STAFF
2. INFORMATION RELATED TO COMPANY ACTIVITIES

1. SUMMARY FINANCIAL INFORMATION
2. IMPORTANT DEVELOPMENTS DURING AND AFTER THE PERIOD

1. COMPANY PROFILE

   Company Information

   Commercial Title :

   Market in Which It :

   Operates

   Trading Code :

   Headquarters Address :

   Website :

   Email :

   Phone :

   Fax :

   About

   Verusa Holding A.Ş.

   Istanbul Stock Exchange (BIST) - STAR MARKET

   VERUS

   Maslak Mah. Saat Sk. Spine Tower Site No:5/91 Sarıyer/Istanbul

   https://www.verusa.com.tr info@verusa.com.tr 0 (212) 290 74 90

   0 (212) 290 74 91

   Founded in 2006, Verusa Holding has been contributing to the economy, employment, and all its stakeholders by focusing on increasing efficiency and profitability through its investments in companies operating in sectors with strong growth potential.

   Verusa Holding's primary areas of activity include renewable energy, mining, and technology-software. These include chemicals, steel products manufacturing, venture capital investments, and the food sector. The companies in which Verusa Holding holds direct and indirect stakes operate throughout Turkey, with a portion of their production marketed in Europe, the Middle East, Asia, Africa, North, and South America.

   Verusa Holding's three subsidiaries are also publicly traded on the Istanbul Stock Exchange (BIST).

   By focusing on its absolute commitment to people, society, the environment, ethics, and corporate values in all its activities, it aims to further strengthen its strong position in the sector with its innovative initiatives.

2. CAPITAL AND PARTNERSHIP STRUCTURE

   Verusa Holding A.Ş. has transitioned to the registered capital system in accordance with the Capital Markets Board (''CMB'') decision dated October 17, 2012, and numbered 10201.

   Capital Information

   Issued Capital :

   Registered Capital Limit :

   Partnership Structure

   70,000,000 TL

   1,000,000,000 TL

   The Company's partnership structure as of June 30, 2025 is presented in the table below.

   Shareholders	Capital Amount (TL)	Capital Ratio (%)
   Investco Holding Inc.	44,711,071.50	63.87
   Publicly Traded Portion	21,945,887.50	31.35
   Buy Back Plan Shares	3,343,041.00	4.78
   Total	70,000,000.00	100

   Information on Preferred Shares and Voting Rights of Shares

   As stated in Article 6 of the Company's Articles of Association; The Company's issued capital

   It amounts to 70,000,000 TL. It consists of 14,000,000 shares of Class A registered shares representing 14,000,000 TL of capital and 56,000,000 shares of Class B bearer shares representing 56,000,000 TL of capital.

   A Group registered shares are granted preferential rights in the election of board members and at general meetings. According to Article 7 of the Articles of Association titled "Board of Directors," half of the Board of Directors members shall be elected from among A Group shareholders or their nominees.

   Again, according to Article 12 of the Articles of Association titled "General Meeting," A Group shareholders are granted 15 (fifteen) votes per share, and other shareholders are granted 1 (one) vote per share at General Meetings.

3. SUBSIDIARIES AND ASSOCIATED COMPANIES

1. SUBSIDIARIES AND ASSOCIATED COMPANIES

   Verusaturk Girişim Sermayesi Yatırım Ortaklığı A.Ş.

   • Established: 2012

   • Business Activity: Venture Capital Investments

   • Capital: 52,000,000 TL

   • Share: 63.61%

     Pamukova Elektrik Üretim A.Ş.

   • Established: 2015

   • Business Activity: Renewable Energy Production

   • Capital: 1,150,000,000 TL

     
     
     

   • Shareholding: 100%

     Standard Boksit İşletmeleri A.Ş.

   • Established: 2014

   • Business Activity: Mining, Bauxite

   • Capital: 250,000,000 TL

   • Share (%) : 100

     
     
     

     Galata Altın İşletmeleri A.Ş.

   • Established: 2020

   • Business Activity: Gold Mining

   • Capital: 50,000,000 TL

   • Shareholding: 100%

     Aldem Çelik San. ve Tic. A.Ş.

   • Established: 1984

   • Business Activity: Iron and Steel

   • Capital: 150,000,000 TL

   • Share: 40.75%

     Acıselsan Acıpayam Selüloz San. ve Tic. A.Ş.

   • Established: 1973

   • Business Activity: Chemicals

   • Capital: 10,721,700 TL

   • Share: 50.73%

     
     
     

     Ata Elektrik Enerjisi Toptan Satış A.Ş.

   • Established: 2008

   • Business Activity: Energy

   • Capital: 41,000,000 TL

   • Share: 100%

     EPİAŞ Enerji Piyasaları İşletme A.Ş.

   • Established: 2015

   • Business Activity: Operation of Energy Markets

   • Capital: 270,000,000 TL

   • Share: 4%

1. SUBSIDIARIES AND ASSOCIATED COMPANIES

   
   
   

   Pamel Yenilenebilir Enerji Üretim A.Ş.

   • Established: 2007

   • Business Activity: Renewable Energy Production

   • Capital: 31,095,331 TL

   • Share: 76.07%

     
     
     

     Sun Yenilenebilir Enerji Üretim A.Ş.

   • Established: 2021

   • Business Activity: Construction and Operation of Renewable Energy Facilities

   • Capital: 80,000,000 TL

   • Shareholding: 100%

     
     
     

     Vektora Yazılım Teknolojileri A.Ş.

   • Established: 2003

   • Business Activity: Technology - Software

   • Capital: 24,000,000 TL

   • Share: 60%

     
     
     

     GoLive Yazılım Hizmetleri A.Ş.

   • Established: 2013

   • Field of Activity: Technology - Software

   • Capital: 20,380,000 TL

   • Share: 25%

     
     
     

     Probel Yazılım ve Bilişim Sistemleri A.Ş.

   • Established: 1998

   • Business Activity: Technology - Software

   • Capital: 250,000,000 TL

   • Share: 10.00

     
     
     

     Core Engage Yazılım A.Ş.

   • Established: 2020

   • Business Activity: Software and Digital Game Software

   • Capital: 18,500,000 TL

   • Share: 50.00%

     
     
     

     Zeroone Interaktif Yazılım A.Ş.

   • Founded: 2020

   • Business Activity: Software and Digital Game Software

   • Capital: 1,000,000 TL

   • Share: 50%

     
     
     

     Kahve Diyarı Pazarlama San. ve Tic. A.Ş.

   • Established: 2005

   • Business Activity: Food

   • Capital: 130,000,000 TL

   • Share: 50.00%

3. SUBSIDIARIES AND ASSOCIATED COMPANIES

(*)

Istanbul

Çankırı

Amasya

Tokat

Bayburt

Balıkesir

Eskişehir

Ankara

Sivas

Erzincan Erzurum

Manisa Izmir

Kütahya

Denizli

Konya

Kahramanmaraş

Adıyaman

Muğla

Antalya

Karaman

Adana

Gaziantep

Hydro Hydro electric Power Plant

Solar Energy Power Plant

Mine

Carboxym ethyl Cellulose Production

Electric Energy Production and Trade

Capital Capital Investments

Steel Products

Technology and Software

Food

and Retail

(*) Branches are available throughout Turkey.

Verusaturk Girişim Sermayesi yatırım Ortaklığı A.Ş.

Established in accordance with the relevant regulations of the Capital Markets Board (CMB) to evaluate venture capital investments, Verusaturk Venture Capital Investment Partnership provides long-term capital to companies with high growth potential and a focus on technology and innovation.

With its strong business models built around its institutional experience, knowledge, and qualified human resources, it produces effective and sustainable solutions to help the companies it invests in establish the most suitable capital structures, become more institutionalized, increase their competitive advantages and market shares, and achieve their growth targets.

Listed on the Istanbul Stock Exchange (BIST) since 2015, Verusaturk has made venture capital investments and achieved successful portfolio exits since its inception, committing to delivering high returns to its stakeholders.

Capital and Partnership Structure

36.39

63.61%

Other

Verusaturk's Venture Capital Investments, Capital and Shareholdings

Pamukova Elektrik Üretim A.Ş.

Pamukova Elektrik's renewable energy production portfolio, in which it holds subsidiaries, includes 2 hydroelectric power plants (HES), 4 solar power plants (GES), and a total installed capacity of 18,454 MW.

Pamukova Electricity Production Inc. was established in 2015 by Verusa Holding Inc. and Verusaturk GSYO Inc. to operate in the renewable energy sector. Pamukova Electricity invests in companies that own power plants utilizing renewable energy sources.

Pamukova Electricity is the owner of two hydroelectric power plants with a total installed capacity of 6,946 MW located in Adıyaman Province and 7.49 MW located in Tortum District of Erzurum Province.

Pamukova Electricity indirectly owns 100% of "Sun Renewable Energy Production Inc." with a capital of 80,000,000 TL through Pamel Renewable Electricity Production Inc. Ortaköy Energy and Şişli Energy Inc., which is wholly owned by Sun Renewable Energy Production Inc., owns four solar power plants with a total installed capacity of 4,018 MW.

Capital and Ownership Structure

51

49

Pamel Yenilenebilir Enerji Üretim A.Ş.

Pamel Yenilenebilir Enerji Üretim A.Ş. is a reliable and quality-focused company in the renewable energy sector. While operating with this approach, it continues to create sustainability both for Turkey's needs and its stakeholders.

Pamel Yenilenebilir Enerji Üretim A.Ş. was established on December 18, 2007, with the purpose of constructing and operating all types of energy facilities. The Company, which owns the Şifrin Regulator and Hydroelectric Power Plant facility with an installed capacity of 6,946 MW within the boundaries of Çelikhan district of Adıyaman province, was granted the principles of electricity generation and operation license with other institutions outside the Turkish Electricity Authority, as published in the Official Gazette dated September 4, 1985 and numbered 18858.

In accordance with the license issued by the Electricity Market Regulatory Authority on March 25, 2010, numbered EÜ/2481-24/1609, this facility is entitled to produce electricity for a period of 49 years. Additionally, within the boundaries of Erzurum Province, on the Tortum-Artvin road and the Tortum River, there are three facilities with a total installed capacity of 7.49 MW.

It owns a hydroelectric power plant consisting of a turbine. The hydroelectric power plant facility has a 49-year license to generate electricity issued by the Electricity Market Regulatory Authority on December 31, 2007, under license number EÜ/1447-1/1042. The company is the sole shareholder of "Sun Renewable Energy Production Inc." with a capital of 80,000,000 TL. Sun Renewable Energy Production Inc., which holds 100% of the shares of Ortaköy Energy and Şişli Energy Inc., owns four solar power plants

Capital and Ownership Structure

23.93

76.07

Other

with a total installed capacity of 4,018 MW.

Hydroelectric and Solar Power Plants Within the Pamel Group

Facility Location

Ankara / Bala

Installed Capacity

4,018 MW

Production Capacity

6.2 GWh

GES, Ankara (4)

Ata Elektrik Enerjisi Toptan Satış A.Ş.

Ata Elektrik, with its structure and policies that follow innovative technologies, prioritizes society and the environment in all its investment and production projects to provide better conditions for future generations.

Ata Elektrik Enerjisi Toptan Satış A.Ş. was established on September 12, 2008. The company operates in accordance with the relevant legislation governing the electricity market.

Ata Elektrik Enerjisi Toptan Satış A.Ş. is the third-largest shareholder of EPİAŞ Enerji Piyasaları İşletme A.Ş. (holding a 4% stake) which has a capital of 270,000,000 TL and is owned by Borsa İstanbul A.Ş. (Istanbul Stock Exchange)

The company's capital is 41,000,000 TL, consisting of 41,000,000 shares, each with a nominal value of 1 TL and all registered in the name of the holder.

100.00%

Capital and Ownership Structure

Standard Boksit İşletmeleri A.Ş.

Adana, Tufanbeyli Bauxite Mine Site

Standard Boksit İşletmeleri A.Ş. aims to utilize advanced technologies to harness Turkey's underground resources for the economy and continuously improve sustainable environmental performance.

Standard Boksit İşletmeleri A.Ş., a wholly owned subsidiary of Verusa Holding, was established in 2014 and is engaged in bauxite mining exploration and extraction activities. Bauxite is the raw material for aluminum, and its applications are expanding day by day as a result of developing technology and changing consumption habits worldwide.

As of June 30, 2025, the company holds a total of 25 IV. Group mining sites and permits. Of these sites, 22 contain bauxite ore, 2 contain copper ore, and 1 contains iron ore.

The bauxite reserves identified during detailed mining exploration activities conducted within the boundaries of the IV. Group Mining License area have positioned Standard as one of the leading companies of strategic importance in the region and in Turkey.

Bauxite mining operations have commenced at the bauxite mine located in Tufanbeyli district of Adana province, while development activities continue in all other areas.

Capital

250,000,000 TL

Within the scope of its environmentally conscious and compliant activities, the Environmental Impact Assessment (EIA) report prepared for the project sites and their immediate surroundings indicates that the mining activities to be carried out will not have any adverse effects on the area, based on studies related to "flora and fauna." It has been determined that there are no objections to the approval of the activities.

Standard Bauxite Operations continues its R&D and analysis activities at the Sample Analysis Laboratory located at the Adana Tufanbeyli Bauxite Mine site, which is equipped with an XRF device, a laboratory-type jaw crusher, a laboratory-type ring mill, and a core cutting machine, in 2025 as well.

Capital and Ownership Structure

Verusa

Holding Inc.

100.00

Standard Boksit İşletmeleri A.Ş. Mining Sites

Bauxite

Tokat

Eskişehir

Sivas

Erzincan

Copper

Konya

Adana

Kahramanmaraş

Muğla

Antalya

Gaziantep

Karaman

Iron

Galata Altın İşletmeleri A.Ş.

Galata Altın İşletmeleri A.Ş., with its open corporate structure focused on development and progress, aims to make investments in the establishment of facilities for ore enrichment and the production of gold and concentrates, utilizing state-of-the-art technologies that meet global standards.

Galata Altın İşletmeleri A.Ş., a 100% subsidiary of Verusa Holding, was established with the purpose of conducting gold mining investments and operations. Galata Gold has entered into a contract with a firm to commence geophysical and geological studies aimed at determining the gold reserve quantities in the relevant mining area.

Under its corporate structure that is open to development and progress, the company plans to make investments in establishing facilities that will utilize advanced technologies in line with global standards to enrich ore and obtain gold and concentrates, thereby increasing both production and sales volume as well as product quality.

Becoming a significant gold producer that evaluates Turkey's underground resources, contributing to the development of the gold mining industry, and supporting the Turkish economy are among Galata Gold's future objectives.

As a subsidiary of Verusa Group, the company operates in compliance with environmental and regulatory standards, holding ISO 14001, ISO 10002, ISO 9001, and ISO 45001

integrated management system certifications.

100.00%

Capital and Ownership Structure

Galata Altın İşletmeleri A.Ş. Mining Sites

Çankırı

Amasya

Bayburt

Balıkesir

Ankara

Tokat

Kütahya

Gold

Manisa

Aldem Çelik Sanayi ve Ticaret A.Ş.

Aldem Steel has been providing services in the steel manufacturing sector since 1984. Since the early 2000s, the company has been producing series products and project-based productions from aluminum, stainless steel, and carbon steel raw materials in accordance with international norms and standards for its global customers. Today, the company's primary customer portfolio consists of leading companies in various sectors, including renewable energy, machinery, construction,

Capital and Ownership Structure

transportation, nuclear energy, technology, healthcare, and

40.75

59.25

defense.

Aldem Steel manufacture products for customers operating in various sectors, including renewable energy, energy, infrastructure-construction and art structures, machinery, technology, defense, purification, recycling, shipbuilding, and their sub-sectors. Some of the significant projects where Aldem Steel's products are used include, domestically: Istanbul Marmaray, Osmangazi Bridge, 1915 Çanakkale Bridge, 15 Temmuz Şehitler Bridge, Fatih Sultan Mehmet Bridge, Ambarlı Wastewater Treatment Plant, Tuzla Seawater Discharge Steel Works, Şişli Terakki Tepeören Campus Steel Works, Savoy Project Aluminum Facade Works, Yavuz Sultan Selim Bridge; and internationally, the Bouygues Construction Fecamp Offshore Platforms Project, the Libya Abu-Ziyyan Drinking Water Pipeline Project, and the St. Petersburg Gazprom Lakhta Center Project, Madagascar Airport, Paris Bouygues Energy Headquarters Aluminum Facade Project, London King's House Aluminum Facade Project, Le Meridien Batum Project, Qatar Islamic Museum Steel Works, Athens Olympic Village Steel Works, Ivory Coast Abidjan Pathe Cinema Steel Platforms Production and Installation Projects.

Aldem Steel holds international production management system and quality standards certifications including EN 1090-2 EXC4, EN ISO 3834-2, ISO 15085-2 CL1, ISO 9001, ISO 14001, and ISO

45001.

1. SUBSIDIARIES AND AFFILIATED COMPANIES Summary Information on Affiliated Companies

   Acıselsan Acıpayam Selüloz San. Ve Tic. A.Ş.

   .

   
   
   

   Acıselsan, Acıpayam Cellulose Industry and Trade Inc. was established in 1973 in Acıpayam, Denizli, by the local community.

   The company's primary activity is the production, purchase, and sale of high-quality, eco-friendly CMC (carboxymethyl cellulose) and its derivatives, as well as the recycling of production waste. CMC is a water-soluble cellulose ether used as an intermediate material in industries such as detergents, drilling, textiles, paints, adhesives, food, pharmaceuticals, and cosmetics.

   Acıselsan shares began trading on the Istanbul Stock Exchange (BIST) under the ticker symbol ACSEL as of July 6, 2012.

   Verusa Holding A.Ş. holds a 50.73% stake in Acıselsan.

   Acıselsan's current annual production capacity is 20,250 tons, consisting of 17,700 tons of technical CMC and 2,550 tons of SAF CMC.

   Acıselsan holds the ISO 22000:2018 FOOD SAFETY MANAGEMENT SYSTEM certificate for food-grade CMC. Additionally, the company is currently working towards obtaining the internationally recognized FSSC 22000 GLOBAL FOOD SAFETY MANAGEMENT SYSTEM (Food

   Safety System Certification) certificate.

   Capital and Ownership Structure

   49.27

   50.73

   Verusa Holding A.Ş.
   
   
   Other
   
   

   Capital 10,721,700 TL

1. BOARD OF DIRECTORS AND ADMINISTRATIVE STAFF Board of Directors

   Name

   Mustafa ÜNAL

   Reha ÇIRAK

   Title

   Chairman of the Board Vice Chairman

   Start Date

   October 31, 2024

   Term

   3 years

   October 31, 2024

   3 years

   Ömer ÖZBAY

   Board Member

   October 31, 2024

   3 years

   Dr. Mustafa Necip ULUDAĞ

   Board Member

   October 31, 2024

   3 years

   Prof. Dr. Ahmet Gültekin KARAŞİN Independent Board Member

   October 31, 2024

   3 years

   Yasemin ÖZCAN KELEŞ

   Independent Board Member

   October 31, 2024

   3 years

   
   
   Committe

   es Audit Committee
   Name Yasemin ÖZCAN KELEŞ	Position Chair
   Prof. Dr. Ahmet Gültekin KARAŞİN	Member

   Early Risk Detection Committee
   Name Yasemin ÖZCAN KELEŞ	Position Chair
   Prof. Dr. Ahmet Gültekin KARAŞİN	Member

   Corporate Governance Committee
   Name Prof. Dr. Ahmet Gültekin KARAŞİN	Position Chair
   Yasemin Özcan Keleş	Member
   Gürsel KONA (*)	Member

   (*)As of July 31, 2025, Yavuz BEZGİN has been appointed as a member of the Corporate Governance Committee.

   Benefits Provided to the Board of Directors and Senior Management

   Salary and Short-Term Benefits (TL)	11,899,693	11,479,495

2. INFORMATION RELATED TO COMPANY ACTIVITIES

No amendments to the articles of association were made during the relevant period.

At the Board of Directors meeting held on July 4, 2025, it was decided to appoint PwC Independent Audit and Certified Public Accountant Firm (a member of PricewaterhouseCoopers) to audit the Company's financial statements for the year 2025 and to submit this decision to the General Assembly for approval.

No shares or bonds were issued during the relevant period.

As of June 30, 2025, the Company holds 3,343,041 shares of its own stock.

The Investor Relations Department is responsible for ensuring communication between the Board of Directors and existing and potential shareholders regarding the exercise of shareholder rights within our company, and for carrying out the necessary procedures in accordance with the Corporate Governance Principles of the Capital Markets Board (CMB). The Investor Relations Department promptly discloses special circumstances to the public and fulfills its responsibilities toward regulatory authorities such as the Istanbul Stock Exchange and the Capital Markets Board of Turkey.

1. INFORMATION RELATED TO COMPANY ACTIVITIES Investor Relations Unit (continued)

   Information regarding the department responsible for managing relations with shareholders is provided below:

   Investor Relations Unit Contact Information
   Name	Gürsel KONA (*)
   Position	Investor Relations Department Manager
   Phone	0 (212) 290 7490
   Fax Number	0 (212) 290 7491
   Email	gursel.kona@verusa.com.tr

   (*)As of July 31, 2025, Yavuz BEZGİN has been appointed as the Investor Relations Department Manager.

   Legal Information

   There are no lawsuits or legal proceedings that could significantly affect the Company's operations.

   Disclosures Regarding Legislation

   There are no administrative or judicial sanctions imposed on the Company and members of the Board of Directors due to practices that are contrary to the provisions of the legislation.

   Donations and Aid

   No donations or contributions were made during the period from January 1, 2025, to June 30, 2025.

2. SUMMARY FINANCIAL INFORMATION Financial Position Statement

   (TL)	June 30, 2025	December 31, 2024
   Cash and Cash Equivalents	39,169,554	21,194,097
   Total Assets	7,653,485,275	6,834,074,643
   Current Assets	4,864,233,877	3,955,610,261
   Non-current assets	2,789,251,398	2,878,464,382
   Total Liabilities	851,229,630 563,714,151
   Current Liabilities	727,205,204	420,739,999
   Other Liabilities	124,024,426	142,974,152
   Equity	6,802,255,645	6,270,360,492

   Income Statement

   (TL)	June 30, 2025	June 30, 2024
   Revenue	369,736,324 455,995,056
   Gross Profit	21,807,776 8,513,454
   Operating Profit	759,547,326 691,863,091
   Net Profit	542,139,433 607,846,367

3. Significant Developments During and After the Period Significant Developments Occurring During and After the Period

Regarding Our Subsidiary Aldem Steel Industry and Trade Inc.

The sale of the land located in Arifiye district of Sakarya province, owned by Aldem Steel Industry and Trade Inc., in which our company holds a 40.75% stake, was completed on February 10, 2025, for a total consideration of 57,000,000 TL. Meanwhile, in line with Aldem Steel's growth objectives, a new factory investment will be made on a plot of land totaling 68,892 m² located in the Yalova Eurasia Organized Industrial Zone.

Regarding the Operating License issued by the General Directorate of Mining and Petroleum Affairs ("MAPEG") for the mining site in Sivas owned by our 100% subsidiary Standard Boksit İşletmeleri A.Ş.

One of the 25 mining licenses owned by our 100% subsidiary Standard Boksit İşletmeleri A.Ş., namely the IV. Group (c) Sivas Divriği mining area, has been issued by the General Directorate of Mining and Petroleum Affairs ("MAPEG") under license number 201500302 and notified to our company.

Initiation of Share Buyback Transactions

At the meeting of our Company's Board of Directors held on March 20, 2025; The Capital Markets Board's decision dated March 19, 2025, and numbered 2025/16, regarding share buyback transactions, as well as the Board's Decision-Making Authority's Decision dated March 19, 2025, and numbered i-SPK.22.9 (dated March 19, 2025, and numbered 16/531) and the Regulation on Repurchased Shares (II-22.1); Considering that the share price does not reflect the Company's actual performance, and with the aim of contributing to the formation of a healthy price and protecting shareholders,

• The repurchase of the Company's shares from the Stock Exchange,

• The maximum number of shares subject to repurchase is set at 1,000,000 shares, and the maximum fund for such repurchase is determined to be up to 270,000,000 TL, to be funded from the Company's own resources,

• The maximum duration for the buyback process is set as December 31, 2025,

• The share buyback transaction shall be included on the agenda of the first general meeting to be held and submitted to the shareholders for their information and approval,

• Furthermore, it has been decided that the Share Buyback Program prepared for submission to the first General Assembly Meeting to be held in accordance with the decision of the Company's Board of Directors dated February 20, 2025, shall remain without effect.

Within this scope, as of August 14, 2025, the total number of VERUS shares owned by the Company has reached 3,343,041 shares. (Ratio to the Company's capital: 4.7758%)

Appointment of the Independent Audit Firm

At the meeting of our Board of Directors held on July 4, 2025, it was decided to appoint PwC Independent Audit and Certified Public Accountant Firm Inc. (a member of PricewaterhouseCoopers) to audit the financial statements of our Company for the year 2025 and to submit this decision to the General Assembly for approval.

Application for Listing on the U.S.-Based OTCQX Market

In order to enhance the Company's corporate visibility and strengthen its foreign investor base, a contract was signed on July 10, 2025, with an authorized consulting firm to submit an application for the listing of the Company's shares on the U.S.-based OTCQX Market.

Appointment of the Investor Relations Department Manager

At the board of directors meeting held on July 31, 2025, our company decided to appoint a new Investment Relations Department Manager.

In accordance with the provisions of the Capital Markets Board's Corporate Governance Regulation No. II-17.1, Mr. Yavuz BEZGİN, who holds Level 3 Capital Markets Activities, Corporate Governance Rating, and Derivative Instruments Licenses, has been appointed as the Investor Relations Department Manager and a member of the Corporate Governance Committee.