KAP

MARMARİS ALTINYUNUS TURİSTİK TESİSLER A.Ş.

MAALT

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 relations with shareholders regarding our company; Since the work to obtain the necessary permissions from the official authorities for the reconstruction of our Talya Hotel in Antalya and to complete the relevant legal processes continues in 2024, no investor meetings, analyst meetings or teleconferences were held. In the same vein, there was no participation in any conferences or roadshows. Shareholders who wanted to get information by calling the company headquarters directly were informed within the scope of the special situation disclosures and existing communiqués.

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	Although the right to request a special auditor as an individual right is not regulated in our Articles of Association, in accordance with Article 438 of the Turkish Commercial Code, every shareholder may request the general assembly to clarify certain events with a special audit, even if it is not included in the agenda, if it is necessary for the exercise of shareholder rights and if the right to obtain information or review has been used before. To date, shareholders have not made any requests in this direction.
The number of special audit requests that were accepted at the General Shareholders' Meeting	There was no request for a special auditor 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/1254087
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Presented.
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 from the "Donation and Sponsorship Policy" tab 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 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 privileges regarding voting rights
The percentage of ownership of the largest shareholder	%49,98

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	It is available on the company's website www.mares.com.tr under the heading "5th Annual Reports" under the "Investor Relations" section.
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 our Company's Profit Distribution Policy approved by the shareholders at the General Assembly dated 27 March 2014; Taking into account our company's long-term strategies and investment and financing policies, it has been decided that no dividend distribution will be made and the net period profit will be offset against previous year losses. The relevant minutes can be accessed at https://www.kap.org.tr/tr/Bildirim/1274213.
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/1274213

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
27/03/2024	0	%75,51	%0,02	%75,49	It is available on the company's website www.mares.com.tr under the title "Documents Regarding the 8th General Assembly Meeting"	It is available on the company's website www.mares.com.tr under the title "Documents Regarding the 8th General Assembly Meeting".	It is available on the company's website www.mares.com.tr under the title "Documents Regarding the 8th General Assembly Meeting".	0	https://www.kap.org.tr/tr/Bildirim/1263104

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	Articles 1 to 19 under the "Investor Relations" section at www.mares.com.tr
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.	The partnership structure is included in the "Investor Relations 2-Partnership Structure" section on the website, and there are no real person shareholders who own 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 performed by the members of the Board of Directors outside the company are included in the 1.e Number, Structure and Independence of Committees Established in the Board of Directors section of the annual report. Declarations of independence of the members are included in the general assembly information document and the annexes of the activity 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 the 1.e section of the activity report: Number, Structure and Independence of the Committees Established in the Board of Directors.
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 the 1.e section of the annual report: Number, Structure and Independence of the Committees Established in the Board of Directors. C- It is included in section 4.l of the annual report: Information about legislative changes that may significantly affect the company's activities
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 4.l of the annual report: Information about legislative changes 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	The analysis and evaluation of the management body regarding the financial situation and activity results, the degree of realization of planned activities, and the company's situation against the determined strategic targets are included in the 5.a section 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 the section 4.j of the annual report: Conflicts of interest between the company and the institutions from which it receives services such as investment consultancy and rating, and the measures taken to prevent them. The company does not receive services such as investment consultancy or rating.
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%	t is included in the cross-shareholdings section of the activity report under 4.k, where the direct participation rate in the capital exceeds 5%. There are no cross-shareholdings where the direct participation rate 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 Disclosures on Sustainability Principles Compliance section, which is presented as an annex to the annual report, and in the "3.5. Ethical Rules and Social Responsibility" section of the "Corporate Governance Principles 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 specific to compensation, the compensation rights of stakeholders in all Koç Group companies, including Koç Holding, are managed in accordance with 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)	It is not available.
The contact detail of the company alert mechanism	Although the company does not have a specific reporting mechanism; If employees learn or suspect that the Koç Group Code of Ethical Conduct or the laws and regulations to which the company is subject have been violated, they are obliged to convey this to their immediate superior (first manager) or, as the case may be, to the GM and/or the President to whom they report. htmlIt is possible to notify online or by phone on the website below, which can be accessed from the notification notification tab on the Koç Holding 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	It is not available.
Corporate bodies where employees are actually represented	It is not available.

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	It is not available.
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 www.mares.com.tr under the link "Ethical Conduct Rules 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 www.mares.com.tr under the link "Ethical Conduct Rules and Implementation Principles".
The number of definitive convictions the company is subject to in relation to health and safety measures	There is no lawsuit filed regarding this matter.

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 www.mares.com.tr under the link "Ethical Conduct Rules 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.	It is not available. In addition, our corporate risks are classified as brand, occupational safety and worker health, internet risks, environmental risks, human resources risks and credit risks, and measures have been developed against the risks that may arise in these classes. In addition, the company tries to protect itself from risks by taking out insurance policies for loss, damage and destruction that may occur in its buildings, facilities, equipment and commodities.
Any measures combating any kind of corruption including embezzlement and bribery	It is available on the company's website www.mares.com.tr under the link "Ethical Conduct Rules and Implementation Principles".

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	11.02.2025
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	There is no delegation of authority among board members.
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 supervision by 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 section 6.a of the annual report, information regarding the risk management policy that the Company will implement against anticipated risks.
Name of the Chairman	Semahat Sevim Arsel
Name of the CEO	It is not available.
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	The duties of the chairman of the board of directors and the executive officer are carried out by separate 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	It is not available.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	It is available on the company's website www.mares.com.tr under the "Board of Directors Diversity Policy" link.
The number and ratio of female directors within the Board of Directors	There is 1 female member on our board of directors and its rate is 17%.

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	0.98	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	0.33	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
ADİL İLTER TURAN		Male	Member of the Board	Academician	19/03/2020	Non-Executive	Yoktur	Topluluk dışı şirketlerde Yönetim Kurulu Başkanlığı ve Üyeliği	Yes	0	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1396763	Considered	No	Riskin Erken Saptanması Komitesi Başkanı ve Denetimden Sorumlu Komite 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/1396763	Considered	No	Kurumsal Yönetim Komitesi ve Denetimden Sorumlu Komite Başkanı

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	Five physical meetings were held in 2024, and the others were duly received by hand circulation after all documents were shared with the members before the meeting
Director average attendance rate at board meetings	%83,33
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 regarding the issues on the agenda to all members before the meeting, but the information and documents are sent to all members in sufficient time.
The name of the section on the corporate website that demonstrates information about the board charter	There is no written internal regulation specific to this issue regarding how board meetings will be held.
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	Board members allocate the necessary time for company affairs, and there are no restrictions on them taking on other duties or tasks outside the company. There is no need for such a limitation, especially due to the significant contribution of the independent members' work experience and sectoral experience 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 the 1-e "Information about the management body, senior managers and number of personnel" section of the annual report and in the "4.5. Committees Established within the Board of Directors" section of the "Corporate Governance Principles Compliance Report" 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/1289287

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)	-	Didem Gordon	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Adil İlter Turan	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)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Adil İlter Turan	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)

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 the "4.3. Committees Established within the Board of Directors" section of the "Corporate Governance Principles Compliance Report" 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 the "4.3. Committees Established within the Board of Directors" section of the "Corporate Governance Principles Compliance Report" 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 the "4.3. Committees Established within the Board of Directors" section of the "Corporate Governance Principles Compliance Report" 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 the "4.3. Committees Established within the Board of Directors" section of the "Corporate Governance Principles Compliance Report" 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 the "4.3. Committees Established within the Board of Directors" section of the "Corporate Governance Principles Compliance Report" 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 the "5.a Analysis and evaluation of the management body regarding the financial situation and activity results, the degree of realization of planned activities, the situation of the company against the determined strategic targets" section 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 www.mares.com.tr under the link "Remuneration Policy for Senior Managers and Board Members"
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)	Faaliyet raporunun "2- Yönetim organı üyeleri ile üst düzey yöneticilere sağlanan mali haklar" bölümünde yer almaktadır

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)	-	66.67%	33.33%	1	1
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	50%	6	6