KAP

OTOKAR OTOMOTİV VE SAVUNMA SANAYİ A.Ş.

OTKAR

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	In 2024, 11 online and 4 in-person investor meetings and 52 teleconferences took place.

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	%75,71	%0,04	%75,67	Investor Relations ? General Assembly Meetings	Investor Relations ? General Assembly Meetings	-	0	https://www.kap.org.tr/tr/Bildirim/1263258

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/1253218
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Yes, available.
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 such transaction.
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 such transaction.
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)	Material disclosure regarding common and continuous transactions can be found at: https://www.kap.org.tr/tr/ Bildirim/1253153
The name of the section on the corporate website that demonstrates the donation policy of the company	The Donation and Sponsorship Policy is available on the corporate website under Investor Relations/Corporate Governance.
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/1123805
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Article 15-a
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	General Assembly Meeting was open to the public, including stakeholders and the media without speaking rights.

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.	General Assembly Meeting was open to the public, including stakeholders and the media without speaking rights.
The percentage of ownership of the largest shareholder	%47,38

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	Investor Relations/Corporate Governance/Dividend Policy
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.	Dividend have been paid out.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	-

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	%75,71	%0,04	%75,67	Investor Relations ? General Assembly Meetings	Investor Relations ? General Assembly Meetings	-	0	https://www.kap.org.tr/tr/Bildirim/1263258

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	Investor Relations
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.	Investor Relations- Corporate Information ? Shareholder Structure
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	General Assembly and Corporate Governance Practices Sections
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	Corporate Governance Practices Section
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	Corporate Governance Practices Section
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	Legal Disclosures Section
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	Legal Disclosures Section
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	Legal Disclosures Section
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%	Legal Disclosures Section
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	Sustainability and Human Resources

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	https://www.otokar.com.tr/yatirim-iliskileri/kurumsal-yonetim/tazminatuygulama- esaslari
The number of definitive convictions the company was subject to in relation to breach of employee rights	7
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Internal Audit Department and Ethics Board
The contact detail of the company alert mechanism	https://www.otokar.com.tr/iletisim/iletisim-formu

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	Internal regulations do not have links open to the public.
Corporate bodies where employees are actually represented	Otokar employees engage with the management through various means and express their views. Employee representatives serve on Occupational Health and Safety, Discipline and Annual Leave Committees. The teams also hold routine check-in meetings at the beginning and end of shifts on all lines to exchange information. All employees are able to communicate their ideas on development areas via the electronic suggestion system. The annual Employee Loyalty Survey is conducted with open-ended questions to obtain the opinions of each employee anonymously. Furthermore, there are practices that enable the employees to instantly communicate their requests and suggestions regarding OHS and Employee Experience via the mobile application. In addition to all these communication channels, insights are obtained from the employees through structured methodology such as pulse-keeping surveys, field visits, workshops, and focus groups throughout the year, and the planned actions are implemented.

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	There are succession plans in place for all key executive positions. The succession plans are finalized upon the General Manager?s approval.
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.	Otokar has been a signatory of Women?s Empowerment Principles (WEPs), a joint initiative of UN Women and (UN Global Compact) since 2017. The required qualifications are specified in each job posting. The Code of Ethics and the Human Rights Policy both emphasize equal opportunity in recruitment. https://www.otokar.com.tr/getmedia/75e24879-2d82-46e4-8070- 46f2a20f18d2/yk21-22-uyum-politikalar-ek-etik-%C4%B1lkeler-17092021 https://www.otokar.com.tr/getmedia/a415c390-c32d-4fa3-9880- d9bc6d27e7bb/otokar-%C4%B1nsan-haklari-politikasi_07052021
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.	Otokar upholds a zero tolerance policy against discrimination as the fundamental principle in all recruitment, promotion, appointment and training processes. Otokar expects all its employees to act with the same sensitivity toward each other. Otokar ensures that all employees are provided equal rights and opportunities. No form of discrimination or disrespect based on race, gender, skin color, nationality, religion, age, disability, sexual orientation and political opinion will be allowed. https://www.otokar.com.tr/getmedia/a415c390-c32d-4fa3-9880- d9bc6d27e7bb/otokar-%C4%B1nsan-haklari-politikasi_07052021
The number of definitive convictions the company is subject to in relation to health and safety measures	1

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	Code of Ethics and Compliance Policies
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.	Sustainability/Corporate Social Responsibility https://www.otokar.com.tr/surdurulebilirlik/kurumsal-sosyalsorumluluk
Any measures combating any kind of corruption including embezzlement and bribery	Principles on these topics are covered in the Anti-bribery and Anti-corruption Policy

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	31.12.2024
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 was made among the board members.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	Internal audit department presents aggregate information to the audit committee regarding the operations within the year.
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	Corporate Governance/Internal Control System and Internal Audit
Name of the Chairman	Yıldırım Ali Koç
Name of the CEO	İbrahim Aykut Özüner (General Manager Ahmet Serdar Görgüç retired on March 31, 2024 but continued to serve as a member on the Board of Directors. İbrahim Aykut Özüner was appointed as the new General Manager of Otokar effective April 1, 2024. )
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	-
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	-
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	Investor Relations / Corporate Governance / Board Diversity Policy
The number and ratio of female directors within the Board of Directors	2 (22%)

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
YILDIRIM ALİ KOÇ		Male	Chairman of the Board	Businessman / Businesswoman	26/03/2015	Non-Executive	Chairman of the Board	Deputy Chairman of the Board of Koç Holding A.Ş. - Member of the Board in Koç Group Companies	Yes	-	-	Dependent Member		Not Considered	No
SELİN AYLA ÜNVER		Female	Deputy Chairman of the Board	Businessman / Businesswoman	22/10/2018	Non-Executive	Member of the Board	Chairwoman of Ünver Holding A.Ş.	Yes	-	-	Dependent Member		Not Considered	No
LEVENT ÇAKIROĞLU		Male	Member of the Board	Managing Director / Chief Executive	26/03/2015	Non-Executive	Member of the Board	Member of the Board and CEO of Koç Holding A.Ş, Member of the Board in Koç Group Companies	Yes	-	-	Dependent Member		Not Considered	No	Member of Corporate Governance Committee
HAYDAR YENİGÜN		Male	Member of the Board	Managing Director / Chief Executive	21/03/2022	Non-Executive	Member of the Board	President of Koç Holding A.Ş. Automotive Group, Member of the Board in Koç Group Companies	Yes	-	-	Dependent Member		Not Considered	No	Member of Risk Management Committee
İBRAHİM AYKUT ÖZÜNER		Male	Member of the Board	Managing Director / Chief Executive	24/03/2025	Executive	General Manager	Board Member of TürkTraktör, Ankara Chamber of Industry, Automotive Manufacturers Asociation and Turkish Employers Association of Metal Industries	Yes	-	-	Dependent Member		Not Considered	No
AHMET SERDAR GÖRGÜÇ		Male	Member of the Board	Managing Director / Chief Executive	27/03/1998	Non-Executive	Member of the Board,General Manager	-	Yes	-	-	Dependent Member		Not Considered	No
ALİ İHSAN İLKBAHAR		Male	Member of the Board	Other	16/03/2020	Non-Executive	Member of the board	Member of the Board in Koç Group Companies	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1396363	Considered	No	Chairman of Corporate Governance Committee
FATMA FÜSUN AKKAL BOZOK		Female	Member of the Board	Managing Director / Chief Executive	27/03/2024	Non-Executive	Member of the board	Member of the Board in Koç Group Company and other companies	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1396363	Considered	No	Chairman of Risk Management Committee, Member of Audit Committee
KAMİL ÖMER BOZER		Male	Member of the Board	Managing Director / Chief Executive	27/03/2024	Non-Executive	Member of the Board	Member of the Board in Koç Group Companies	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1396363	Considered	No	Chairman of Audit Committee

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	3
Director average attendance rate at board meetings	%89
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	One week before the meeting
The name of the section on the corporate website that demonstrates information about the board charter	Although there is an internal company regulation on the subject (Otokar Board of Directors Working Principles), it is not a publicly available document.
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	There is no such practice.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Members of the Board of Directors and Members of the Committees section
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/1283890

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)	-	Kamil Ömer Bozer	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Fatma Füsun Akkal Bozok	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Ali İhsan İlkbahar	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Levent Çakıroğlu	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Hüseyin Odabaş	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Fatma Füsun Akkal Bozok	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Haydar Yenigün	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)	Corporate Governance Practices ? Committees under the Board
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)	Corporate Governance Practices ? Committees under the Board
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)	There is no nomination committee. Corporate governance committee is tasked with its duties.
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)	Corporate Governance Practices ? Committees under the Board
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)	There is no remuneration committee. Corporate governance committee is tasked with its duties.

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)	Board of Directors? Annual Report
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor Relations ? Corporate Governance
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)	General Assembly Section ? Remuneration Policy

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%	8	8
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	67%	33%	6	6
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	50%	6	6