PDP

PENGUEN GIDA SANAYİ A.Ş.

PENGD

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	0

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	No request for the appointment of a special auditor was submitted during the reporting period.
The number of special audit requests that were accepted at the General Shareholders' Meeting	There is none.

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/en/Bildirim/1423757
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	It has not been submitted.
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	No transactions of this nature have occurred during 2025.
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)	No transactions of this nature have occurred during 2025.
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)	-
The name of the section on the corporate website that demonstrates the donation policy of the company	-
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved	-
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	There is none.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	No participation other than shareholders and officials was recorded at the General Assembly.

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	%22,26

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.	None.

1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy	https://www.penguen.com.tr/company/politikalar/?lang=en Profit Distribution 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.	Regarding the fiscal year 2024, covering the period 01.01.2024 ? 31.12.2024, the proposal of the Board of Directors dated 10/04/2025 on the non-distribution of the profit for the year was read by the Chairman of the Board, Mr. Orhan Ümit Gençoğlu. According to the consolidated financial statements for the 2024 fiscal year, prepared in accordance with the Capital Markets Board Communiqué No. II-14.1 on Principles of Financial Reporting in Capital Markets, compliant with Turkish Accounting Standards / Turkish Financial Reporting Standards (TAS/TFRS) and independently audited by Eren Bağımsız Denetim A.Ş. (a member firm of Grant Thornton International), a net loss of TRY 321,875,185 was recorded. According to financial statements prepared under the relevant provisions of the Turkish Commercial Code No. 6102 and Tax Procedure Law No. 213, a net loss of TRY 271,551,214.80 was recorded. The proposal to add this loss to the accumulated losses to be offset against profits in future periods, and therefore not to distribute any dividend for the 2024 fiscal year, was opened for discussion. No one requested the floor. The agenda item was put to a vote, and the Board of Directors? proposal was unanimously approved.
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/1435654

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
08/05/2025	0	%27,41	%22,96	%4,44	https://www.penguen.com.tr/genel-kurullar/	https://www.penguen.com.tr/genel-kurullar/	-	0	https://www.kap.org.tr/tr/Bildirim/1423757

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	They are located under the `Corporate? and `Investor Relations? headings. Frequently asked questions are provided under the `FAQ? section on the homepage.
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.	-
List of languages for which the website is available	Turkish/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	Board of Directors? Activity Report / I. General Information / 6. Information Regarding the 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	Board of Directors? Activity Report / I. General Information / 7. Board of Directors Committees
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	Board of Directors? Activity Report / I. General Information / 6. Information Regarding the Board of Directors
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	Board of Directors? Activity Report / I. General Information / 11. Legislative Changes That May Significantly Affect 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	Board of Directors? Activity Report / IV. Company Activities and Significant Developments Regarding Its Operations / 8. Information on Lawsuits Filed Against the Company That May Affect Its Financial Position and Operations, and Their Possible Outcomes
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	Board of Directors? Activity Report / IV. Company Activities and Significant Developments Regarding Its Operations / 15. Conflicts of Interest with Institutions Providing Services Such as Investment Advisory and Credit Rating, and Measures Taken by the Company to Prevent These Conflicts
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%	Board of Directors? Activity Report / I. General Information / 4. Information on Cross-Shareholdings Where 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	Sustainability

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	Corporate / Our Policies / Remuneration Policy
The number of definitive convictions the company was subject to in relation to breach of employee rights	2
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Ethics Committee
The contact detail of the company alert mechanism	0 850 723 51 74

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	The procedures related to Occupational Health and Safety are not published on the corporate website.
Corporate bodies where employees are actually represented	Occupational Health and Safety Committee

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
ORHAN ÜMİT GENÇOĞLU		Male	Chairman of the Board	Industrialist	16/02/1988	Non-Executive	Yönetim Kurulu Başkanı	-	Yes	0.43	A,B	Dependent Member		Not Considered	No
TURHAN GENÇOĞLU		Male	Vice Chairman of the Board	Industrialist	16/02/1988	Non-Executive	Yönetim Kurulu Başkan Yardımcısı	-	Yes	0.43	A,B	Dependent Member		Not Considered	No
ŞEVKET AYKAN SÖZÜÇETİN		Male	Member of the Board	Managing Director / Chief Executive	12/05/2006	Executive	Yönetim Kurulu Üyesi ve Genel Müdür	-	Yes	-	-	Dependent Member		Not Considered	No
AYCAN ANLAMAZ		Female	Member of the Board	Manager	03/08/2018	Executive	Mali İşler Müdürü	-	Yes	-	-	Dependent Member		Not Considered	No	Kurumsal Yönetim Komitesi Üyesi/Yatırımcı İlişkileri Birim Yöneticisi
ALPER KOÇ		Male	Member of the Board	Lawyer	24/06/2021	Non-Executive	-	-	Yes	-	-	Independent Member		Not Considered	No	Kurumsal Yönetim Komitesi Başkanı,Denetimden Sorumlu Komite Üyesi,Riskin Erken Saptanması Komitesi Üyesi
ZEKİ KAHRAMAN		Male	Member of the Board	Lawyer	24/07/2024	Non-Executive	-	-	Yes	-	-	Independent Member		Not Considered	No	Denetimden Sorumlu Komite Başkanı,Riskin Erken Saptanması Komitesi Üyesi,Kurumsal Yönetim Komitesi Üyesi

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	Corporate / Our Policies / Code of Ethics and Ethics Policy
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 / 2024 Sustainability Report
Any measures combating any kind of corruption including embezzlement and bribery	An effective anti-corruption framework has been established through the Code of Ethics and Ethics Policy, in conjunction with internal control and risk management systems, and the Early Detection of Risk and Audit Committee

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	According to our company?s current internal directive, the Chairman and Vice Chairman of the Board of Directors are Group A signatories. Group A Signatories are authorized to represent the Company in the broadest and unlimited manner in all matters, by affixing their individual signatures under the Company name or the Company seal.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	0
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	Board of Directors? Activity Report / IV. Company Activities and Significant Developments Regarding Its Operations / 4. Information on the Company?s Internal Control System and Internal Audit Activities, and the Board?s Opinion on These Matters
Name of the Chairman	Orhan Ümit Gençoğlu
Name of the CEO	Şevket Aykan Sözüçetin
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	They are 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	-
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	-
The number and ratio of female directors within the Board of Directors	Number: 1 / Ratio: 16.7%

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
ORHAN ÜMİT GENÇOĞLU		Male	Chairman of the Board	Industrialist	16/02/1988	Non-Executive	Yönetim Kurulu Başkanı	-	Yes	0.43	A,B	Dependent Member		Not Considered	No
TURHAN GENÇOĞLU		Male	Vice Chairman of the Board	Industrialist	16/02/1988	Non-Executive	Yönetim Kurulu Başkan Yardımcısı	-	Yes	0.43	A,B	Dependent Member		Not Considered	No
ŞEVKET AYKAN SÖZÜÇETİN		Male	Member of the Board	Managing Director / Chief Executive	12/05/2006	Executive	Yönetim Kurulu Üyesi ve Genel Müdür	-	Yes	-	-	Dependent Member		Not Considered	No
AYCAN ANLAMAZ		Female	Member of the Board	Manager	03/08/2018	Executive	Mali İşler Müdürü	-	Yes	-	-	Dependent Member		Not Considered	No	Kurumsal Yönetim Komitesi Üyesi/Yatırımcı İlişkileri Birim Yöneticisi
ALPER KOÇ		Male	Member of the Board	Lawyer	24/06/2021	Non-Executive	-	-	Yes	-	-	Independent Member		Not Considered	No	Kurumsal Yönetim Komitesi Başkanı,Denetimden Sorumlu Komite Üyesi,Riskin Erken Saptanması Komitesi Üyesi
ZEKİ KAHRAMAN		Male	Member of the Board	Lawyer	24/07/2024	Non-Executive	-	-	Yes	-	-	Independent Member		Not Considered	No	Denetimden Sorumlu Komite Başkanı,Riskin Erken Saptanması Komitesi Üyesi,Kurumsal Yönetim Komitesi Üyesi

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	9
Director average attendance rate at board meetings	%98
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	No specific period has been set; information and documents are shared with the members of the Board of Directors as soon as they are available.
The name of the section on the corporate website that demonstrates information about the board charter	-
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	There is no upper limit. The member with the highest number of external positions holds 1 position, and the average number of external positions among all Board members is 1.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Board of Directors? Activity Report / I. General Information / 7. Board of Directors Committees
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/1116815

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)	-	Zeki Kahraman	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Alper Koç	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Alper Koç	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Zeki Kahraman	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Aycan Anlamaz	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Alper Koç	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Zeki Kahraman	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)	Board of Directors? Activity Report / I. General Information / 7. Board of Directors Committees
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)	Board of Directors? Activity Report / I. General Information / 7. Board of Directors Committees
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)	Board of Directors? Activity Report / I. General Information / 7. Board of Directors Committees
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)	Board of Directors? Activity Report / I. General Information / 7. Board of Directors Committees
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)	Board of Directors? Activity Report / I. General Information / 7. Board of Directors Committees

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)	Message from the General Manager / V. Financial Position
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Corporate / Our Policies / Remuneration Policy
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)	I. FINANCIAL BENEFITS PROVIDED TO BOARD MEMBERS AND SENIOR EXECUTIVES

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	5
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	67%	67%	2	2
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	100%	6	6