KAP

TUKAŞ GIDA SANAYİ VE TİCARET A.Ş.

TUKAS

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	The company held no investor conferences or meetings during the year.

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	No request for a special auditor was made.
The number of special audit requests that were accepted at the General Shareholders' Meeting	No request for a special auditor was made at the general assembly.

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/1283599
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Not offered.
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 announcement was made as there was no transaction within the scope of Principle 1.3.9.
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 announcement was made since no action was taken within the scope of the relevant article.
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)	No announcement was made since no action was taken within the scope of the relevant article.
The name of the section on the corporate website that demonstrates the donation policy of the company	Investor Relations/Corporate Governance/Policies/Donation and Aid Policy
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/347394
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	There is no article in the articles of association regulating the participation of stakeholders in the general assembly.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	The General Assembly meeting was attended by the shareholders and their representatives who were on the shareholder list received from the Central Registry Agency and applied to the Company, the Independent Board Members, the Independent Audit Institution Official and the Investor Relations Department, which is responsible for the preparations for the General Assembly of the Company.

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 is no.
The percentage of ownership of the largest shareholder	%40

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.	There is no.

1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy	Investor Relations/Corporate Governance/Policies/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.	Our Company's consolidated financial statements for the accounting period 01.01.2023 - 31.12.2023, prepared in accordance with the Communiqué on Principles Regarding Financial Reporting in Capital Markets" numbered II-14.1 of the Capital Markets Board and audited by Deney Bağımsız Denetim ve Danışmanlık A.Ş., have resulted in a net profit of TL 1,160,448,847. Taking into account our Company's investment and financing policies, long-term Company strategy and market expectations, in order to strengthen the Company's financial structure, the proposal of the Board of Directors regarding not making a distribution from the 2023 profit, keeping the profit within the Company, and transferring the remaining amount after the separation of general legal reserves to extraordinary reserves to be submitted to the approval of the Ordinary General Assembly was unanimously accepted.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	https://www.kap.org.tr/tr/Bildirim/1293804

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
03/06/2024	0	%64,00	%1,00	%63,00	Investor Relations/General Assembly Information	Investor Relations/General Assembly Information	-	0	-

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/Corporate Governance - Corporate Governance Compliance Report - Activity Reports - Financial Tables and Footnotes - General Assembly Information - Special Circumstances Disclosures - Announcements - Frequently Asked Questions
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.	Our partnership structure is available on our website under Investor Relations/Corporate Governance/Capital and Partnership Structure.
List of languages for which the website is available	Turkish and English (Some of the information on the company's corporate website is also prepared in 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	Corporate Governance / PART III - BOARD OF DIRECTORS / 3.1 Structure and Formation of the Board of Directors In addition, the Positions of our Independent Board Members Outside the Company are presented in their CVs in the annex of our Activity Report. Their Declarations of Independence are also presented in the annex of our 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	Corporate Governance / PART III - BOARD OF DIRECTORS / 3.3. Number, Structure and Independence of Committees Established within 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	Corporate Governance / SECTION III - BOARD OF DIRECTORS / 3.2 Principles of Activity of 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	It is included under the heading of Other Matters.
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 located under the heading Legal Explanations.
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	The company does not receive investment consultancy services. It has received credit rating services from JCR AVRASYA DERECELENDİRME A.Ş. Information on the subject is provided under the Other Matters heading of the Activity Report..
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%	There is no cross-shareholding in which the direct participation rate in the 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	Information on the Social Rights, Vocational Training and Other Company Activities that Cause Social and Environmental Consequences of Senior Management/Employees

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	Investor Relations/Corporate Governance/Policies/Compensation Policy
The number of definitive convictions the company was subject to in relation to breach of employee rights	There is no.
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Audit Committee
The contact detail of the company alert mechanism	http://www.tukas.com.tr/iletisim

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	The Human Resources department has been authorized regarding the matter.
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.	Our Corporate/Human Resources Policy
Whether the company provides an employee stock ownership programme	Pay edindirme planı bulunmuyor (There isn't an employee stock ownership programme)
The name of the section on the corporate website that demonstrates the human resource policy covering discrimination and mistreatments and the measures to prevent them. Also provide a summary of relevant parts of the human resource policy.	Our Corporate/Human Resources Policy
The number of definitive convictions the company is subject to in relation to health and safety measures	There is no.

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	Corporate/Ethical Rules and Social Responsibility
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.	There is no Corporate Social Responsibility report. All necessary measures have been taken within the framework of the regulations of the Ministry of Environment and Urbanization.
Any measures combating any kind of corruption including embezzlement and bribery	All necessary obligations are fulfilled in this regard. Within the scope of audit activities, preventive and deterrent audits are carried out and help is provided to strengthen internal control awareness and measures.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	Bulunmamaktadır.
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	Yetki devri olmamıştır.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	There is no.
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	Internal Control System and Internal Audit Activities
Name of the Chairman	Cem OKULLU
Name of the CEO	No appointment was made to the vacant General Manager position on 31.10.2014.
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	There is no.
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	There is no.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	There is no.
The number and ratio of female directors within the Board of Directors	1 - %20

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
CEM OKULLU					26/12/2014		Yönetim Kurulu Başkanı	Adra GYO A.Ş Yönetim Kurulu Başkanı - Cem Zeytin A.Ş Yönetim Kurulu Başkanı - Anadolu Gayrimenkul Yatırım A.Ş Yönetim Kurulu Başkanı - Bilen Bilen İnşaat A.Ş Yönetim Kurulu Başkanı - Yahya Gıda A.Ş Yönetim Kurulu Başkanı- Batı Ege İnşaat A.Ş Yönetim Kurulu Başkanı- Natürel Frozen Gıda A.Ş Yönetim Kurulu Başkanı - Adra Holding A.Ş Yönetim Kurulu Başkanı		5.87	-
GÜL SAĞIR AYDIN		Female	Member of the Board	Economist	06/04/2022	Non-Executive	-	BNR Teknoloji A.Ş.(Hopi) - Genel Müdür Yrd.	No	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1013497	Considered	No	Kurumsal Yönetim Komitesi (Başkan) - Denetimden Sorumlu Komite (Üye) - Riskin Erken Saptanması Komitesi (Üye)
SERDAR MUHARREM BAYRAKTUTAN		Male	Member of the Board	Banker	06/04/2022	Non-Executive	-	-	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1013497	Considered	No	Denetimden Sorumlu Komite (Başkan) - Kurumsal Yönetim Komitesi (Üye) - Riskin Erken Saptanması Komitesi (Başkan)
MEHMET OKULLU		Male	Deputy Chairman of the Board	Manager	03/06/2024	Non-Executive	Satış Yöneticisi	-	No	-	-	Dependent Member
SEMİH ÖZGÖREN		Male	Member of the Board	Engineer	03/06/2024	Non-Executive	Genel Müdür Yardımcısı	-	No	-	-	Dependent Member

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	25
Director average attendance rate at board meetings	%100
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	Although there is no written rule, in practice, information and documents related to the issues on the Board of Directors meeting agenda are presented to the Board members for review sufficient time before the meeting in order to ensure equal flow of information.
The name of the section on the corporate website that demonstrates information about the board charter	Investor Relations/Corporate Governance/Articles of Association
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	There are no limitations.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Investor Relations/Corporate Governance/Board of Directors Committees/Corporate Governance Committee Duties and Working Principles - Activity Report/Corporate Governance/SECTION III - BOARD OF DIRECTORS/3.3. Number, Structure and Independence of Committees Established within the Board of Directors
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/515582

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)	-	Serdar Muharrem BAYRAKTUTAN	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Gül Sağır AYDIN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Serdar Muharrem BAYRAKTUTAN	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Gül Sağır AYDIN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Gül Sağır AYDIN	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Serdar Muharrem BAYRAKTUTAN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Senem TOKOĞLU	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)	Investor Relations/Corporate Governance/Board of Directors Committees/Audit Committee Duties and Working Principles - Activity Report/Corporate Governance/SECTION III - BOARD OF DIRECTORS/3.3. Number, Structure and Independence of Committees Established within the Board of Directors
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)	Investor Relations/Corporate Governance/Board of Directors Committees/Corporate Governance Committee Duties and Working Principles - Activity Report/Corporate Governance/SECTION III - BOARD OF DIRECTORS/3.3. Number, Structure and Independence of Committees Established within the Board of Directors
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 separate nomination committee. This duty is carried out by the corporate governance committee. Information on this is available on the corporate website under Investor Relations/Corporate Governance/Board Committees/Corporate Governance Committee Duties and Working Principles. - Activity Report/Corporate Governance/SECTION III - BOARD OF DIRECTORS/3.3. Number, Structure and Independence of Committees Established within the Board of Directors
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)	Investor Relations/Corporate Governance/Board of Directors Committees/Early Risk Detection Committee Duties and Working Principles - Activity Report/Corporate Governance/SECTION III - BOARD OF DIRECTORS/3.3. Number, Structure and Independence of Committees Established within the Board of Directors
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 separate remuneration committee. This duty is carried out by the corporate governance committee. Information on this is available on the corporate website under the title Investor Relations/Corporate Governance/Board Committees/Corporate Governance Committee Duties and Working Principles. - Activity Report/Corporate Governance/SECTION III - BOARD OF DIRECTORS/3.3. Number, Structure and Independence of Committees Established within the Board of Directors

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 under the "Financial Status" heading of the activity report.
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor Relations/Corporate Governance/Policies/Fee 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)	It is included under the "Legal Disclosures" heading of the activity 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%	5	8
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	100%	6	6
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	100%	67%	3	3