(*) The below list is based on the last 14 days’ notifications of the relevant year when only index/market/period is written, and on the basis of a 30 days period in other cases. For the searches for a wider period, please use “Detailed Search” page.
1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year
Within the scope of shareholder relations concerning our Company, no investor meetings, analyst meetings, or teleconferences were held, as the efforts to obtain the necessary permits from the relevant authorities and to complete the related legal processes for the reconstruction of our Talya Hotel located in Antalya continued throughout 2025. In the same vein, no participation was made in any conferences or roadshows. Shareholders who wished to obtain information by directly contacting the Company?s headquarters were duly informed within the scope of the material event disclosures made and the applicable communiqués.
1.2. Right to Obtain and Examine Information
The number of special audit request(s)
Although the right to request the appointment of a special auditor is not regulated as an individual right in our Articles of Association, pursuant to Article 438 of the Turkish Commercial Code, each shareholder may request from the General Assembly, even if it is not included on the agenda, that specific events be clarified through a special audit, provided that this is necessary for the exercise of shareholder rights and that the right to obtain information or to examine has previously been exercised. The shareholders have not made any such demand until today.
The number of special audit requests that were accepted at the General Shareholders' Meeting
No request for the appointment of a special auditor was made at the General Assembly Meeting
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/1396763
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
Provided.
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 is no transaction of this nature.
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)
There is no transaction of this nature.
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)
There is no transaction of this nature.
The name of the section on the corporate website that demonstrates the donation policy of the company
It can be accessed under the ?Donations and Sponsorship Policy? section available at http://www.mares.com.tr .
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/919497
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
Article 14
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
General Assembly meetings were held open to the public, including stakeholders and members of the media, without the right to speak.
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.
There are no privileged voting rights.
The percentage of ownership of the largest shareholder
%60,08
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
On the Company?s website at www.mares.com.tr , under the ?Investor Relations? section, ?5. It is available under the heading ?Annual Reports.?
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 accordance with the Capital Markets legislation, Article 18 of the Company?s Articles of Association, and the Company?s Dividend Distribution Policy approved by the shareholders at the General Assembly dated 27 March 2014, and taking into account the Company?s long-term strategies as well as its investment and financing policies, it has been resolved not to distribute dividends and to offset the net profit for the period against accumulated losses from previous years. The relevant minutes can be accessed at https://www.kap.org.tr/tr/Bildirim/1410570.
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/tr/Bildirim/1410570
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
24/03/2025
0
%75,44
%0,01
%75,43
It is available on the Company?s website at www.mares.com.tr under the heading ?8. Documents Related to the General Assembly Meeting.?
It is available on the Company?s website at www.mares.com.tr under the heading ?8. Documents Related to the General Assembly Meeting.?
None.
0
https://www.kap.org.tr/tr/Bildirim/1410570
2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
On the website www.mares.com.tr , under the ?Investor Relations? section, items numbered 1 through 19 are available.
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.
Information on the shareholding structure is provided on the Company?s website under the ?Investor Relations ? 2. Shareholding Structure? section, and there is no real person shareholder holding more than 5% of the shares.
List of languages for which the website is available
Turkish
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
The duties carried out by the members of the Board of Directors outside the Company are included in Section 1.2 ?Board of Directors and Committees? of the annual report. The independence declarations of the members are included in the General Assembly information document and in the annexes to the annual report.
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
It is included in Section 1.2 ?Board of Directors and Committees? of the annual report.
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
It is included in Section 1.2 ?Board of Directors and Committees? of the annual report.
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
It is included in Section 11.10 ?Information on Legislative Amendments That May Significantly Affect the Company?s Operations? of the annual report. There is no legislative change that may significantly affect the Company's activities.
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
It is included in Section 4 ?Litigation That May Significantly Affect the Company?s Operations? of the annual report.
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
It is included in Section 11.8 ?Conflicts of Interest Between the Company and the Institutions from Which It Receives Services Such as Investment
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%
It is included in Section 11.9 ?Cross-Shareholdings in Which the Direct Participation in Capital Exceeds 5%? of the annual report. There is no mutual affiliate in which the rate of direct participation in capital exceeds 5%.
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
It is included in the section titled ?Explanations Regarding Compliance with the Sustainability Principles,? presented as an annex to the annual report, and in Section 3.5 ?Ethical Rules and Social Responsibility? of the ?Corporate Governance Compliance Report.?
3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy
Although there is no separate policy specifically dedicated to compensation matters, the compensation rights of stakeholders across all Koç Group companies, including Koç Holding, are managed in accordance with applicable national and international legal norms.
The number of definitive convictions the company was subject to in relation to breach of employee rights
There is no lawsuit filed in this regard.
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
None.
The contact detail of the company alert mechanism
Although the Company does not have a specific whistleblowing mechanism, employees are obliged to report to their immediate supervisor (first manager) or, as appropriate, to the General Manager and/or the relevant Division Head if they become aware of or suspect any violation of the Koç Group Code of Ethics or of the laws and regulations to which the Company is subject. There is also an option to submit reports either online or by telephone through the website accessible via the whistleblowing notification section on Koç Holding?s corporate website. https://secure.ethicspoint.eu/domain/media/tr/gui/108227/index.html
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
None.
Corporate bodies where employees are actually represented
None.
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
None.
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.
It is available on the Company?s website at www.mares.com.tr under the link titled ?Code of Ethical Conduct and Implementation Principles.?
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.
It is available on the Company?s website at www.mares.com.tr under the link titled ?Code of Ethical Conduct and Implementation Principles.?
The number of definitive convictions the company is subject to in relation to health and safety measures
The number of definitive convictions the company is subject to in relation to health and safety measures There is no lawsuit filed in this regard.
3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics
It is available on the Company?s website at www.mares.com.tr under the link titled ?Code of Ethical Conduct and Implementation Principles.?
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.
None. In addition, our corporate risks have been classified as brand risks, occupational safety and employee health risks, cyber risks, environmental risks, human resources risks, and credit risks, and measures have been developed to address risks that may arise within these categories. In addition, the Company seeks to mitigate risks by obtaining insurance policies against potential loss, damage, or destruction that may occur to its buildings, facilities, equipment, and inventory.
Any measures combating any kind of corruption including embezzlement and bribery
It is available on the Company?s website at www.mares.com.tr under the link titled ?Code of Ethical Conduct and Implementation Principles.?
4.2. Activity of the Board of Directors
Date of the last board evaluation conducted
31.12.2025
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
No delegation took place among members of the Board of Directors.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
The activities of the Company?s internal control unit are subject to the oversight of the Audit Committee.
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
It is included in the section titled ?10. The Board of Directors? Assessment on Risk Management, Internal Audit and Internal Control System? of the annual report.
Name of the Chairman
Semahat Sevim Arsel
Name of the CEO
None.
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
The positions of Chairman of the Board of Directors and the senior executive responsible for executive functions are held by different individuals.
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
None.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
The company's Board of Directors Diversity Policy can be found on its website at www.mares.com.tr under the link "Board of Directors Diversity Policy".
The number and ratio of female directors within the Board of Directors
There are two female members on our Board of Directors, representing 33% of the Board.
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
SEMAHAT SEVİM ARSEL
Female
Chairman of the Board
Businessman / Businesswoman
30/05/1989
Non-Executive
Yönetim Kurulu Başkanlığı
Koç Holding A.Ş. Yönetim Kurulu Üyesi-Koç Grubu Şirketlerinde Yönetim Kurulu Üyelikleri
Yes
0.62
Hissedar
Dependent Member
-
Not Considered
No
-
YILDIRIM ALİ KOÇ
Male
Deputy Chairman of the Board
Businessman / Businesswoman
25/03/2015
Non-Executive
Yönetim Kurulu Başkan Vekili
Koç Holding A.Ş. Yönetim Kurulu Üyesi-Koç Grubu Şirketlerinde Yönetim Kurulu Üyelikleri
Yes
0.21
Hissedar
Dependent Member
-
Not Considered
No
-
ÖZGÜR BURAK AKKOL
Male
Member of the Board
Managing Director / Chief Executive
17/03/2022
Non-Executive
Yoktur
Koç Holding A.Ş. Turizm.Gıda ve Perakende Grubu Başkanı-Topluluk şirketlerinde ve çeşitli derneklerde Yönetim Kurulu Üyeliği
Yes
0
-
Dependent Member
-
Not Considered
No
Kurumsal Yönetim Komitesi Üyesi
KENAN YILMAZ
Male
Member of the Board
Managing Director / Chief Executive
30/03/2016
Non-Executive
Riskin Erken Saptanması Komitesi Üyesi
Koç Holding Baş Hukuk Müşaviri-Topluluk şirketlerinde ve çeşitli derneklerde Yönetim Kurulu Üyeliği
Yes
0
-
Dependent Member
-
Not Considered
No
Riskin Erken Saptanması Komitesi Üyesi
DİDEM GORDON
Female
Member of the Board
Businessman / Businesswoman
24/03/2025
Non-Executive
Yoktur
Topluluk Dışı Şirketlerde Yönetim Kurulu Üyeliği
Yes
0
-
Independent Member
https://www.kap.org.tr/tr/Bildirim/1556286
Considered
No
Kurumsal Yönetim Komitesi ve Denetimden Sorumlu Komite Başkanı
İSMAİL HAKKI SAĞIR
Male
Member of the Board
Businessman / Businesswoman
10/03/2026
Non-Executive
Yoktur
-
Yes
0
-
Independent Member
https://www.kap.org.tr/tr/Bildirim/1556286
Considered
No
Riskin Erken Saptanması Komitesi Başkanı ve Denetimden Sorumlu Komite Üyesi
4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period
In 2025, six meetings were held physically, while the remaining resolutions were adopted by circulation procedure following the prior sharing of all relevant documents with the members before the meeting.
Director average attendance rate at board meetings
%91
Whether the board uses an electronic portal to support its work or not
Hayır (No)
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter
The Board of Directors has not defined a minimum period for sending information and documents related to the agenda items to all members prior to the meeting; however, such information and documents are provided to all members within a reasonable and sufficient time.
The name of the section on the corporate website that demonstrates information about the board charter
There is no specific written internal regulation dedicated to the manner in which Board of Directors meetings are conducted.
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
Due care is taken to ensure that members of the Board of Directors allocate the necessary time for Company affairs; however, there is no restriction on their assuming duties outside the Company. In particular, no such restriction is deemed necessary, as the professional experience and sectoral expertise of the independent members provide significant contributions to the Board of Directors.
4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented
It is included in Section 1.2.2. Board Committees of the annual report and in Section 4.5. Committees Established within the Board of Directors of the ?Corporate Governance Compliance Report, which is presented as an annex to the annual report.
Link(s) to the PDP announcement(s) with the board committee charters
https://www.kap.org.tr/tr/Bildirim/1424477
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
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
İsmail Hakkı Sağır
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
Kenan Yılmaz
Hayır (No)
Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)
-
Didem Gordon
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)
-
İsmail Hakkı Sağır
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Didem Gordon
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Özgür Burak Akkol
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Ali Kemal Bak
Hayır (No)
Yönetim kurulu üyesi değil (Not 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)
It is included in Section ?4.3. Committees Established within the Board of Directors? of the ?Corporate Governance Compliance Report,? which is presented as an annex to the annual report.
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)
It is included in Section ?4.3. Committees Established within the Board of Directors? of the ?Corporate Governance Compliance Report,? which is presented as an annex to the annual report.
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)
It is included in Section ?4.3. Committees Established within the Board of Directors? of the ?Corporate Governance Compliance Report,? which is presented as an annex to the annual report.
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)
It is included in Section ?4.3. Committees Established within the Board of Directors? of the ?Corporate Governance Compliance Report,? which is presented as an annex to the annual report.
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)
It is included in Section ?4.3. Committees Established within the Board of Directors? of the ?Corporate Governance Compliance Report,? which is presented as an annex to the annual report.
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)
It is included in Section ?2. Investments? of the annual report.
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
It is available on the Company?s website at www.mares.com.tr under the link titled ?Remuneration Policy for Senior Executives and Members of the Board of Directors.?
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)
It is included in Section ?1.2.3 ? Financial Benefits Provided to Board Members and Senior Executives? of the annual report.
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%
6
6
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
66.67%
33.33%
4
4
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)