KAP

VAKIF FİNANSAL KİRALAMA A.Ş.

VAKFN

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

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	None
The number of special audit requests that were accepted at the General Shareholders' Meeting	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/tr/Bildirim/1284944
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	None
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	None
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)	-
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)	None
The name of the section on the corporate website that demonstrates the donation policy of the company	https://www.vakifleasing.com.tr/tr-TR/bagis-ve-yardim-politikasi/627866
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/1298987
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Article 16-17-18
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	The Ordinary General Assembly meeting was attended by the members of the Board of Directors, shareholders and representatives of our company and representatives of the independent audit firm.

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.	None
The percentage of ownership of the largest shareholder	%62,12

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.vakifleasing.com.tr/tr-TR/kar-dagitim-politikasi/627865
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.	None
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	None

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
13/06/2024	0	%62,22	%0,08	%62,12	https://www.vakifleasing.com.tr/tr-TR/genel-kurullara-ait-duyuru-ve-diger-bilgiler/627843	No question posed	There are no agenda items related to related parties.	0	https://www.kap.org.tr/tr/Bildirim/1298987

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	https://www.vakifleasing.com.tr/tr-TR/bilgilendirme-politikasi/627863 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.	None
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	Annual Report / Partnerships and duties of the members of the Board of Directors outside the company `page 29? - Declarations of Independence `pages 31- 32 - 33?
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	Annual report / Structure and composition of the Board of Directors `page 28?
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	Annual report / Principles of activities of the Board of Directors `page 29??
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	Annual report / Other matters `page 35?
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	Annual report / Other matters `page 35?
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	Annual Report / Code of Ethics and Social Responsibility `page 27
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%	None
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	Annual Report / Code of Ethics and Social Responsibility `page 27

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	None
The number of definitive convictions the company was subject to in relation to breach of employee rights	None
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Internal Control Manager
The contact detail of the company alert mechanism	-

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	Annual Report / Stakeholders' participation in management
Corporate bodies where employees are actually represented	None

3.3. Human Resources Policy
The role of the board on developing and ensuring that the company has a succession plan for the key management positions	There is a succession plan in our company and the appointments of General Manager and Assistant General Manager are made by the decision of the Board of Directors.
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.	Annual Report / Stakeholders / Human Resources Policy / `Page 27?
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.	Annual Report / Stakeholders / Human Resources Policy / `Page 27?
The number of definitive convictions the company is subject to in relation to health and safety measures	None

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	Annual Report / Stakeholders / Code of Ethics and Social Responsibility / `Page 27
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.	Annual Report / Stakeholders / Code of Ethics and Social Responsibility / `Page 27
Any measures combating any kind of corruption including embezzlement and bribery	The measures taken are stated in the ethical rules section of the annual report and announced to the staff.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	None
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	Hazım AKYOL Chairman of the Board of Directors Non-Executive - Cem ÇUBUKÇU Deputy Chairman of the Board of Directors Non-Executive - Eren SÜZEN Board Member Non-Executive - Savaş Atanur KAZAZ Board Member Non-Executive - Selçuk GÖKBAYRAK Board Member Non-Executive - Affan Kemal SÖKMEN Board Member Non-Executive -Metin ÖZETCİ Board Member Executive General Manager
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	3
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	Annual Report / Risk Management and Internal Control Mechanism / Internal Control `page 29 - 30?
Name of the Chairman	Hazım AKYOL
Name of the CEO	Metin ÖZETCİ
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	None
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 covered by the Manager Financial Liability insurance policy. There is no KAP disclosure on this issue.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	None
The number and ratio of female directors within the Board of Directors	None

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
HAZIM AKYOL		Male	Chairman of the Board	Banker	26/06/2019	Non-Executive	-	T.VAKIFLAR BANKASI T.A.O. GENEL MÜDÜR YARDIMCISI	Yes	-	-	Dependent Member
EREN SÜZEN		Male	Member of the Board	Banker	25/06/2020	Non-Executive	-	T.VAKIFLAR BANKASI T.A.O. YENİMAHALLE BÖLGE MÜDÜRÜ	Yes	-	-	Dependent Member				KURUMSAL YÖNETİM KOMİTESİ-BAŞKAN
SAVAŞ ATANUR KAZAZ		Male	Member of the Board	Banker	01/04/2021	Non-Executive	-	-	Yes	-	-	Independent Member		Considered	No	DENETİM KOMİTESİ-BAŞKAN, RİSKİN ERKEN SAPTANMASI KOMİTESİ-ÜYE
SELÇUK GÖKBAYRAK		Male	Member of the Board	Managing Director / Chief Executive	31/03/2022	Non-Executive	-	-	Yes	-	-	Independent Member		Considered	No	RİSKİN ERKEN SAPTANMASI KOMİTESİ-BAŞKAN,DENETİM KOMİTESİ -ÜYE
AFFAN KEMAL SÖKMEN		Male	Member of the Board	Banker	13/06/2024	Non-Executive	-	-	Yes	-	-	Independent Member		Considered	No	KURUMSAL YÖNETİM KOMİTESİ-ÜYE
CEM ÇUBUKÇU		Male	Deputy Chairman of the Board	Banker	03/12/2024	Non-Executive	-	T.VAKIFLAR BANKASI T.A.O TİCARİ KREDİLER TAHSİS YÖNETİMİ BAŞKANLIĞI 1	Yes	-	-	Dependent Member
METİN ÖZETCİ		Male	Member of the Board	Banker	02/12/2024	Executive	-	-	Yes	-	-	Dependent Member

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	42
Director average attendance rate at board meetings	%94
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	2 days
The name of the section on the corporate website that demonstrates information about the board charter	There are internal regulations determining the conduct of the board meetings and these are available on the corporate website.
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	The members of the Board of Directors are not restricted from assuming other duties or tasks outside the company, and the provisions of the Turkish Commercial Code regarding the prohibition of competition are complied with.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Faaliyet Raporu / Yönetim Kurulunun Yapısı ve Oluşumu / "sayfa 28
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/1301682

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
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Eren SÜZEN	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Affan Kemal SÖKMEN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Emre YALÇIN	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Denetim Komitesi (Audit Committee)	-	Savaş Atanur KAZAZ	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Selçuk GÖKBAYRAK	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Selçuk GÖKBAYRAK	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Savaş Atanur KAZAZ	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)	Annual Report / Number, Structure and Independence of the Committees of the Board of Directors / `page 29?
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)	Annual Report / Number, Structure and Independence of the Committees of the Board of Directors / `page 29?
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)	The duties of the Nomination Committee are fulfilled by the Corporate Governance Committee
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)	Annual Report / Number, Structure and Independence of the Committees of the Board of Directors / `page
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)	The duties of the Remuneration Committee are fulfilled by the Corporate Governance Committee

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)	Annual Report / Strategic Objectives of the Company / `page 30
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	There are no executive and non-executive members on the corporate website
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)	Annual report / Financial Rights / `page 30?

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%	12	7
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	100%	50%	2	1
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	100%	6	1