KAP

BESLER GIDA VE KİMYA SANAYİ VE TİCARET A.Ş.

BESLR

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	17

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	0
The number of special audit requests that were accepted at the General Shareholders' Meeting	0

1.3. General Assembly
Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)	https://www.kap.org.tr/tr/Bildirim/1150558
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Yes
The links to the PDP announcements associated with the transactions that are not approved by the majority of independent directors or by unanimous votes of present board members in the context of Principle 1.3.9	There was no such transaction during the year.
The links to the PDP announcements associated with related party transactions in the context of Article 9 of the Communique on Corporate Governance (II-17.1)	https://www.kap.org.tr/tr/Bildirim/1228211
The links to the PDP announcements associated with common and continuous transactions in the context of Article 10 of the Communique on Corporate Governance (II-17.1)	https://www.kap.org.tr/tr/Bildirim/1228211
The name of the section on the corporate website that demonstrates the donation policy of the company	https://www.kerevitas.com.tr/documents/donation-and-aid-policy.pdf
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved	https://www.kap.org.tr/tr/Bildirim/519042
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	21
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	There were no participation in the General Assembly held for 2023 except for the shareholders. The company's auditor, the company's board member and the director of financial affairs have been present.

1.4. Voting Rights
Whether the shares of the company have differential voting rights	Hayır (No)
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.	-
The percentage of ownership of the largest shareholder	%60,53

1.5. Minority Rights
Whether the scope of minority rights enlarged (in terms of content or the ratio) in the articles of the association	Hayır (No)
If yes, specify the relevant provision of the articles of association.	-

1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy	https://www.kerevitas.com.tr/documents/dividend-distribution-policy.pdf
Minutes of the relevant agenda item in case the board of directors proposed to the general assembly not to distribute dividends, the reason for such proposal and information as to use of the dividend.	In order to finance the ongoing and planned investments of the company and to strengthen the financial structure, keeping the profit obtained in 2023 within the company and not making any profit distribution has been submitted to the approval of the general assembly and accepted.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	https://www.kap.org.tr/en/Bildirim/1315615

General Assembly Meetings

General Meeting Date	The number of information requests received by the company regarding the clarification of the agenda of the General Shareholders' Meeting	Shareholder participation rate to the General Shareholders' Meeting	Percentage of shares directly present at the GSM	Percentage of shares represented by proxy	Specify the name of the page of the corporate website that contains the General Shareholders' Meeting minutes, and also indicates for each resolution the voting levels for or against	Specify the name of the page of the corporate website that contains all questions asked in the general assembly meeting and all responses to them	The number of the relevant item or paragraph of General Shareholders' Meeting minutes in relation to related party transactions	The number of declarations by insiders received by the board of directors	The link to the related PDP general shareholder meeting notification
25/07/2024	0	%67,00	%0,00	%67,00	Investor Relations / General Assembly Documents	-	-	161	https://www.kap.org.tr/en/Bildirim/1315615

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	Corporate and Investor Relations Pages
If applicable, specify the name of the sections of the website providing the list of shareholders (ultimate beneficiaries) who directly or indirectly own more than 5% of the shares.	https://www.kerevitas.com.tr/en/investor-relations/financial-statements
List of languages for which the website is available	Turkish and English

2.2. Annual Report
The page numbers and/or name of the sections in the Annual Report that demonstrate the information requested by principle 2.2.2.
a) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the duties of the members of the board of directors and executives conducted out of the company and declarations on independence of board members	Annual Report / Corporate Governance Compliance Report Chapter 5 Board of Directors
b) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on committees formed within the board structure	Annual Report / Corporate Governance Compliance Report Chapter 5.3
c) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the number of board meetings in a year and the attendance of the members to these meetings	Annual Report / Corporate Governance Compliance Report Chapter 5.2
ç) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on amendments in the legislation which may significantly affect the activities of the corporation	Annual Report / Other Issues Regarding Company Operations
d) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on significant lawsuits filed against the corporation and the possible results thereof	Annual Report / Other Issues Regarding Company Operations
e) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the conflicts of interest of the corporation among the institutions that it purchases services on matters such as investment consulting and rating and the measures taken by the corporation in order to avoid from these conflicts of interest	Annual Report / Other Issues Regarding Company Operations
f) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the cross ownership subsidiaries that the direct contribution to the capital exceeds 5%	Annual Report / Other Issues Regarding Company Operations
g) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on social rights and professional training of the employees and activities of corporate social responsibility in respect of the corporate activities that arises social and environmental results	Annual Report / Operations in 2024

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	Investor Relations / Other Corporate Documents
The number of definitive convictions the company was subject to in relation to breach of employee rights	9
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Chairman of the Global Ethics and Honor Board
The contact detail of the company alert mechanism	etikbildirim@yildizholding.com.tr

3.2. Supporting the Participation of the Stakeholders in the Corporation's Management
Name of the section on the corporate website that demonstrates the internal regulation addressing the participation of employees on management bodies	Investor Relations / Sustainability / 2023 Sustainability Report
Corporate bodies where employees are actually represented	Human Resources

3.3. Human Resources Policy
The role of the board on developing and ensuring that the company has a succession plan for the key management positions	The role of the Board of Directors in developing a succession plan for key managerial positions is included in its internal regulations and human resources practices.
The name of the section on the corporate website that demonstrates the human resource policy covering equal opportunities and hiring principles. Also provide a summary of relevant parts of the human resource policy.	Human Resources / Human Resources Policy
Whether the company provides an employee stock ownership programme	Pay edindirme planı bulunmuyor (There isn't an employee stock ownership programme)
The name of the section on the corporate website that demonstrates the human resource policy covering discrimination and mistreatments and the measures to prevent them. Also provide a summary of relevant parts of the human resource policy.	Human Resources / Human Resources Policy
The number of definitive convictions the company is subject to in relation to health and safety measures	0

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	Investor Relations / Other Corporate Documents
The name of the section on the company website that demonstrates the corporate social responsibility report. If such a report does not exist, provide the information about any measures taken on environmental, social and corporate governance issues.	Investor Relations / Sustainability / 2023 Sustainability Report
Any measures combating any kind of corruption including embezzlement and bribery	https://www.kerevitas.com.tr/documents/ethical-principles.pdf

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	-
Whether the board evaluation was externally facilitated	Hayır (No)
Whether all board members released from their duties at the GSM	Evet (Yes)
Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties	Mehmet Tütüncü (Chairman of the Board) Ali Ülker (Vice Chairman of the Board of Directors)
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	4
Specify the name of the section or page number of the annual report that provides the summary of the review of the effectiveness of internal controls	Annual Report - Corporate Governance Principles Compliance Report Article 5.4
Name of the Chairman	Mehmet Tütüncü
Name of the CEO	Mert Altınkılınç
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	Not the same person
Link to the PDP notification stating that any damage that may be caused by the members of the board of directors during the discharge of their duties is insured for an amount exceeding 25% of the company's capital	No executive liability insurance
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	Investor Relations - Other Corporate Documents
The number and ratio of female directors within the Board of Directors	There is 2 female member, the ratio is 1/3.

Board Members

Name-Surname	Real Person Acting on Behalf of Legal Person Member	Gender	Title	Profession	The First Election Date To Board	Whether Executive Director or Not	Positions Held in the Company in the Last 5 Years	Current Positions Held Outside the Company	Whether the Director has at Least 5 Years’ Experience on Audit, Accounting and/or Finance or not	Share in Capital (%)	The Share Group that the Board Member Representing	Independent Board Member or not	Link To PDP Notification That Includes The Independency Declaration	Whether the Independent Director Considered By The Nomination Committee	Whether She/He is the Director Who Ceased to Satisfy The Independence or Not	Committees Charged and Task
MEHMET TÜTÜNCÜ		Male	Chairman of the Board	Managing Director / Chief Executive	30/04/2020	Executive	Member of the Board	Yıldız Holding A.Ş. CEO and Board Memberships of Group Companies	Yes	-	-	Dependent Member
FAHRETTİN GÜNALP ERTİK		Male	Deputy Chairman of the Board	Managing Director / Chief Executive	26/04/2024	Executive	-	Yıldız Holding CFO	Yes	-	-	Dependent Member
YAHYA ÜLKER		Male	Member of the Board	Managing Director / Chief Executive	08/05/2025	Non-Executive	-	Board Membership in Group Companies	Yes	-	-	Dependent Member
ŞÜKRÜ ÇİN		Male	Member of the Board	Managing Director / Chief Executive	30/03/2023	Non-Executive	CEO	Board Memberships in Group Companies	Yes	-	-	Dependent Member
ESRA KIVRAK		Female	Member of the Board	Managing Director / Chief Executive	26/04/2024	Non-Executive	-	Independent Board Membership at Ufuk Yatırım Yönetim ve Gayrimenkul A.Ş.	Yes	-	-	Independent Member		Considered	No	Chairwoman of Corporate Governance Commitee, Member of Audit Commitee, Member of Early Detection of Risk Commitee
FÜSUN KURAN		Female	Member of the Board	Managing Director / Chief Executive	26/04/2024	Non-Executive	-	Founder of İyi ki Foundation , Independent Board Membership at ABC Deterjan Sanayi	Yes	-	-	Independent Member		Considered	No	Member of Corporate Governance Commitee, Chairwoman of Audit Commitee, Chairwoman of Early Detection of Risk Commitee

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	40
Director average attendance rate at board meetings	%97
Whether the board uses an electronic portal to support its work or not	Evet (Yes)
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter	3
The name of the section on the corporate website that demonstrates information about the board charter	Investor Relations / Other Corporate Documents / Articles of Associaton
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	-

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Annual Report - Board of Directors - Article 5.3
Link(s) to the PDP announcement(s) with the board committee charters	Investor Relations / Other Corporate Documents

Composition of Board Committees-I

Names Of The Board Committees	Name Of Committees Defined As "Other" In The First Column	Name-Surname of Committee Members	Whether Committee Chair Or Not	Whether Board Member Or Not
Denetim Komitesi (Audit Committee)	-	Füsun Kuran	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Esra Kıvrak	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Esra Kıvrak	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Füsun Kuran	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Metin Doğanay	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Esra Kıvrak	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Füsun Kuran	Hayır (No)	Yönetim kurulu üyesi (Board member)

4.5. Board Committees-II
Specify where the activities of the audit committee are presented in your annual report or website (Page number or section name in the annual report/website)	Annual Report, Corporate Governance Compliance Report Section 5.3
Specify where the activities of the corporate governance committee are presented in your annual report or website (Page number or section name in the annual report/website)	Annual Report, Corporate Governance Compliance Report Section 5.3
Specify where the activities of the nomination committee are presented in your annual report or website (Page number or section name in the annual report/website)	The duties of the Nomination Committee are carried out by the Corporate Governance Committee.
Specify where the activities of the early detection of risk committee are presented in your annual report or website (Page number or section name in the annual report/website)	Annual Report, Corporate Governance Compliance Report Section 5.3
Specify where the activities of the remuneration committee are presented in your annual report or website (Page number or section name in the annual report/website)	The duties of the Remuneration Committee are carried out by the Corporate Governance Committee.

4.6. Financial Rights
Specify where the operational and financial targets and their achievement are presented in your annual report (Page number or section name in the annual report)	Annual Report Chairman and CEO Message
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor Relations / Other Corporate Documents
Specify where the individual remuneration for board members and senior executives are presented in your annual report (Page number or section name in the annual report)	Annual Report - Financial Statements - Key Management Compensations

Composition of Board Committees-II

Names Of The Board Committees	Name Of Committees Defined As "Other" In The First Column	The Percentage Of Non-executive Directors	The Percentage Of Independent Directors In The Committee	The Number Of Meetings Held In Person	The Number Of Reports On Its Activities Submitted To The Board
Denetim Komitesi (Audit Committee)	-	100%	100%	4	4
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	100%	66.7%	4	4
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	100%	6	6