KAP

AG ANADOLU GRUBU HOLDİNG A.Ş.

AGHOL

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	Investor Relations and Executive management met with 272 investors. Two webcasts were held in 2024, sharing the 2023 year-end and 2024 first half financial results.

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	0
The number of special audit requests that were accepted at the General Shareholders' Meeting	0

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/1262829
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Provided both in Turkish and English.
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 such transaction has taken place.
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 such transaction has taken place.
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 such transaction has taken place.
The name of the section on the corporate website that demonstrates the donation policy of the company	There is no donation policy as our company only makes negligible amounts of donations every year.
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved	None.
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	None.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Independent auditors, rating agencies, and company employees have attended as observers under the cognizance of the company to the General Shareholders? Meeting.

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	%48,65

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	Specified in the ?Dividend Distribution Policy? under ?Corporate Governance? subtitle of Investor Relations section at www.anadolugrubu.com.tr
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.	The Board of Directors did not make any such proposal.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	The Board of Directors did not make any such proposal.

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
17/04/2024	0	%81,32	%1,85	%79,47	Investor Relations / Corporate Governance /General Assembly	Investor Relations / Corporate Governance /General Assembly	Article 12.	0	https://www.kap.org.tr/en/Bildirim/1262829

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	The Investor Relations section in corporate website www.anadolugrubu.com.tr is updated continuously as required by CMB Corporate Governance Principals.
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.	Specified in the ?Ownership Structure? under ?Shareholders and Investor Relations? subtitle title of Investor Relations section at www.anadolugrubu.com.tr
List of languages for which the website is available	Both in 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	?Structure and Composition of the Board of Directors? section under ?Additional Information related to Corporate Governance? in the Annual Report and declarations on independence of board members are on Other Information section of the Annual 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	?Number, Structure and Independence of Board of Directors Committees? section under ?Additional Information related to Corporate Governance? in the Annual Report.
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	?Operating Principles of the Board of Directors? section under ?Corporate Governance Information Form? in the Annual Report.
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	None.
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	Explained under ?Other Informations? 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	None.
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	Explained in ?Human Resources at Anadolu Group? and ?Sustainability at Anadolu Group? sections in the Annual 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	Specified in the ?Indemnity Policy? under ?Corporate Governance? subtitle title of Investor Relations section at www.anadolugrubu.com.tr
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)	Head of Human Resources is also the Head of Ethical Committee.
The contact detail of the company alert mechanism	Necessary mechanisms have been established for stakeholders to be able to report the Company?s transactions that are against the legislation and are not ethically appropriate to the Audit Committee. The Audit Committee?s duties include monitoring whether the management has established a system regarding business conduct and ethical rules, whether the established system is functioning, and also reviewing whether the management monitors the Company?s compliance with the business conduct and ethical rules, conducts fraud risk assessments, and provides fraud and business conduct and ethical rule training. In addition, an Ethics Committee is open to Anadolu Group employees. The AGHOL Ethics Committee examines and evaluates the non-compliance notifications sent through notification channels, investigates them if they are deemed worthy of investigation, and makes final decisions and implements them.

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	Employee Satisfaction and Loyalty Survey creates a platform for the employees every year to express their opinions and ideas for improvement. Also the system called ?Bi Fikir? is created by Anadolu Group Human Resources Department for value added ideas of employees to be shared with the executive management. All these are in the internal communication platform ?AGenda?
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	Organizational development meetings are arranged every year in order to identify and confirm the backup strategy for the key management positions of the Group and also the determination of the action plans as well. Succession plans of some positions in the Gorup are objectively evaluated for short/mid and long terms and appointments are carried through the assesment and approval 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.	Anadolu Group Human Resources policy is developed with the leadership of Human Resources Department and contribution of all Group companies. Within the context of this policy, starting from the hiring stage, it is important for the employees to have the same standarts for education, compensation and career opportunities.
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.	Specified in the ?Working Principles? under ?Corporate Governance? subtitle of Investor Relations section at www.anadolugrubu.com.tr
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	Specified in the ?Working Principles? under ?Corporate Governance? subtitle of Investor Relations section at www.anadolugrubu.com.tr
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.	Specified in the ?Anadolu Group and Social Responsibility? section of Annual Report.
Any measures combating any kind of corruption including embezzlement and bribery	Accepting or offering bribes and corruption is forbidden at AGHOL under any circumstances and there is zero tolerance on these issues. This prohibition includes all the activities of AGHOL. All Employees and third persons acting on behalf of AGHOL are obligated to follow the anti-bribery and anticorruption rules and the relevant national and international law and regulations

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	There has been no delegation.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	4
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	Presented in "Risk Management and Internal Control Mechanism" section of the Annual Report.
Name of the Chairman	Tuncay Özilhan
Name of the CEO	Burak Başarır
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	Not combined
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	https://www.kap.org.tr/en/Bildirim/1395785
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	AG Anadolu Grubu Holding Board Diversity Policy is specified under ?Policies and Procedures?? section under subtitle of Sustainability section at www.anadolugrubu.com.tr
The number and ratio of female directors within the Board of Directors	1, 8%

Board Members

Name-Surname	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
KAMİLHAN SÜLEYMAN YAZICI	Male	Chairman of the Board	Managing Director / Chief Executive	03/05/2017	Non-Executive	Yönetim Kurulu Başkan Vekili	Anadolu Grubu Şirketlerinde Yönetim Kurulu Başkanı/Üyesi	Yes	0.01	-	Dependent Member
TALİP ALTUĞ AKSOY	Male	Deputy Chairman of the Board	Managing Director / Chief Executive	03/01/2017	Non-Executive	Board Member	Board Member at Anadolu Group Companies	Yes	1.85	-	Dependent Member				Kurumsal Yönetim Komitesi Üyesi
TUĞBAN İZZET AKSOY	Male	Member of the Board	Managing Director / Chief Executive	06/05/2019	Non-Executive	Energy Sector Coordinator	Member of the Board at Anadolu Group Companies	Yes	1.85	-	Dependent Member				Sürdürülebilirlik Komitesi Üyesi ve Riskin Erken Saptanması Komitesi Üyesi
BELİZ CHAPPUIE	Female	Member of the Board	Managing Director / Chief Executive	28/04/2021	Non-Executive	-	Board Member - Sütaş, Enfaş, Tarfaş, Anadolu Group companies	Yes	-	-	Dependent Member	https://www.kap.org.tr/tr/Bildirim/1140124			Riskin Erken Saptanması Komitesi Üyesi ve Kurumsal Yönetim Komitesi Üyesi
MUSTAFA ALİ YAZICI	Male	Member of the Board	Managing Director / Chief Executive	17/04/2024	Non-Executive	-	-	Yes	-	-	Dependent Member				Sürdürülebilirlik Komitesi Üyesi ve Kurumsal Yönetim Komitesi Üyesi
İBRAHİM İZZET ÖZİLHAN	Male	Member of the Board	Managing Director / Chief Executive	17/04/2024	Non-Executive	-	-	Yes	1.23	-	Dependent Member				Riskin Erken Saptanması Komite Üyesi, Kurumsal Yönetim Komitesi Üyesi ve Sürdürülebilirlik Komitesi Üyesi
FETANET TÜRKAN ÖZİLHAN TACİR	Female	Member of the Board	Managing Director / Chief Executive	21/04/2025	Non-Executive	Anadolu Sağlık Merkezi CEO	-	No	1.23	-	Dependent Member
RASİH ENGİN AKÇAKOCA	Male	Member of the Board	Managing Director / Chief Executive	01/04/2013	Non-Executive	Vice Chairman	Anadolu Grubu Şirketlerinde Yönetim Kurulu Üyeliği; Grup Dışı Şirketlerde Yönetim Kurulu Üyeliği	Yes	-	-	Dependent Member				Riskin Erken Saptanması Komitesi Üyesi
İZZET KARACA	Male	Member of the Board	Engineer	20/11/2020	Non-Executive	Board Member	Anadolu Grubu Şirketlerinde Yönetim Kurulu Üyeliği; KAB Danışmanlık İthalat İhracat Eğitim Tic.Ltd.Şti. Ortağı; MNT Sağlık Hizmetleri ve Tic.A.Ş. Yönetim Kurulu Üyesi	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1140124	Considered	No	Riskin Erken Saptanması Komitesi Başkanı
AHMET CEMAL DÖRDÜNCÜ	Male	Member of the Board	Managing Director / Chief Executive	26/12/2023	Non-Executive	Yönetim Kurulu Üyesi	-	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1229881	Considered	No	Kurumsal Yönetim Komitesi Başkanlığı ve Denetimden Sorumlu Komite Üyesi
BEKİR AĞIRDIR	Male	Member of the Board	Managing Director / Chief Executive	17/04/2024	Non-Executive	-	-	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1273967	Considered	No	Sürüdürülebilirlik Komitesi Başkanı
HÜSEYİN FAİK AÇIKALIN	Male	Member of the Board	Managing Director / Chief Executive	17/04/2024	Non-Executive	-	-	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1273967	Considered	No	Denetimden Sorumlu Komite Başkanı

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	11 meetings have been done physically. Prior to the board decisions taken on dates other than the dates of these meetings, the directors have been informed and the issues have been discussed as necessary.
Director average attendance rate at board meetings	%98
Whether the board uses an electronic portal to support its work or not	Evet (Yes)
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter	Information to directors is provided around 3 to 5 days ahead of the board meeting to ensure smooth flow of information among members.
The name of the section on the corporate website that demonstrates information about the board charter	Specified in the article of 11 the ?Articles of Association? under ?Corporate Governance? subtitle title of Investor Relations section at www.anadolugrubu.com.tr
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	None.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	?Number, Structure and Independence of Board of Directors Committees? section under ?Corporate Governance? in the Annual Report.
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/en/Bildirim/657773

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)	-	Hüseyin Faik Açıkalın	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Ahmet Cemal Dördüncü	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	İzzet Karaca	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Tuğban İzzet Aksoy	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Beliz Chappuie	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	İbrahim İzzet Özilhan	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Rasih Engin Akçakoca	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Ahmet Cemal Dördüncü	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Talip Altuğ Aksoy	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Mustafa Ali Yazıcı	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Beliz Chappuie	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Efe Yazıcı	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	İbrahim İzzet Özilhan	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Mehmet Hurşit Zorlu	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Mehmet Aydın Çolakoğlu	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Sürdürülebilirlik Komitesi	Bekir Ağırdır	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sürdürülebilirlik Komitesi	Tuğban İzzet Aksoy	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Sürdürülebilirlik Komitesi	Efe Yazıcı	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Sürdürülebilirlik Komitesi	Mustafa Ali Yazıcı	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sürdürülebilirlik Komitesi	İbrahim İzzet Özilhan	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? Assessment of the Operating Principles and Efficiency of the Committees under the Board of Directors? section under ?Additional Information related to Corporate Governance? in 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)	?Board of Directors? Assessment of the Operating Principles and Efficiency of the Committees under the Board of Directors? section under ?Additional Information related to Corporate Governance? in 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)	The functions of the Nomination committee, which is not present, are being 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)	?Board of Directors? Assessment of the Operating Principles and Efficiency of the Committees under the Board of Directors? section under ?Additional Information related to Corporate Governance? in 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)	The functions of the Remuneration committee, which is not present, are being 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)	Specified in Chairman?s Message and CEO?s Assesment in Annual Report.
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Specified in the ?Compensation Principles? under ?Corporate Governance? subtitle title of Investor Relations section at www.anadolugrubu.com.tr
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)	Specified in note 31.3 Related Party Transactions in Financial Statements.

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
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	100%	40%	4	4
Denetim Komitesi (Audit Committee)	-	100%	100%	4	4
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	25%	6	6