KAP

TÜRK TRAKTÖR VE ZİRAAT MAKİNELERİ A.Ş.

TTRAK

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	More than 50

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

1.3. General Assembly
Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)	www.kap.org.tr/tr/Bildirim/1253274
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Provided
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)	Explanation on common and continuous related party transactions can be found at www.kap.org.tr/tr/Bildirim/1254163.
The name of the section on the corporate website that demonstrates the donation policy of the company	https://www.turktraktor.com.tr/about-us/code-of-ethics-and-compliance-policies
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/en/Bildirim/919769
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	Our General Assembly Meetings are open to the public. Stakeholders and the media can follow the meetings.

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	%37,50

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 Identity and Management, 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 was distributed.
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
06/11/2024	0	%79,94	%0,00	%79,94	Investor Relations / Corporate Identity and Management / General Assembly Documents	Investor Relations / Corporate Identity and Management / General Assembly Documents	-	0	https://www.kap.org.tr/en/Bildirim/1354612

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.	About Us - Our Shareholders
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	Sustainability and Corporate Governance
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 Information Form
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 Information Form
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 Explanations
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 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	Corporate Governance Compliance 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%	Corporate Governance Compliance Report
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 Corporate Governance

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 Identity and Management / Corporate Governance
The number of definitive convictions the company was subject to in relation to breach of employee rights	20
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	The notification mechanism, which is under the responsibility of the Internal Audit Department, can be reached through the contact form on the corporate website.
The contact detail of the company alert mechanism	https://www.turktraktor.com.tr/reach-us/reach-us

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	There is no public link to internal regulations.
Corporate bodies where employees are actually represented	Both unionized and non-unionized colleagues participate in the management with different methods and share their views. With the Employee Engagement Survey conducted every year, the opinion of each of our colleagues is taken anonymously in the form of questionnaires and open-ended responses. Information about the company is shared with employees, dealers and other stakeholders through various communication meetings and questions and comments of these stakeholders are also taken.

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 succession (backup) plans prepared by the Company?s People, Culture and Sustainability Business Leadership together with the management teams of the business units, are put into practice in line with the opinions and approvals of the Senior Management and the relevant units of our main partners.
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.	By supporting the development of its employees with constantly improved human resources practices and collaborations established; TürkTraktör maintains its philosophy of Our most important asset is our people for 70 years. In addition, the Code of Ethics highlights the issue of equal opportunity for recruitment. https://www.turktraktor.com.tr/getmedia/e7194479-4333-4313-aaa3-eb3c20b38b10/Code-of-Ethics.pdf
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.	About Us - Code of Ethics and Compliance Policies
The number of definitive convictions the company is subject to in relation to health and safety measures	2

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	About Us - 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.	Investor Relations - Financial Results - Annual Reports
Any measures combating any kind of corruption including embezzlement and bribery	About Us - Code of Ethics and Compliance Policies Investor Relations - Financial Results - Annual Reports

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	30.12.2024
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 has been made among the members of the Board of Directors.
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	Business Ethics and Compliance
Name of the Chairman	Levent Çakıroğlu
Name of the CEO	Matthieu Jean-Marie Bernard Séjourné
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	https://www.kap.org.tr/en/Bildirim/1335659
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	About Us - Code of Ethics and Compliance Policy
The number and ratio of female directors within the Board of Directors	3 (25%)

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
LEVENT ÇAKIROĞLU		Male	Chairman of the Board	Businessman / Businesswoman	18/03/2015	Non-Executive	-	Koç Holding A.Ş. CEO - Board Membership		-	A	Dependent Member
GERRIT ANDREAS DR.MARX		Male	Deputy Chairman of the Board	Businessman / Businesswoman	01/10/2024	Non-Executive	-	CNH Industrial CEO		-	B	Dependent Member
HAYDAR YENİGÜN		Male	Member of the Board	Businessman / Businesswoman	22/03/2022	Non-Executive	-	Koç Holding A.Ş. Automotive Group President - Board Membership		-	A	Dependent Member				Member of Executive Committee - Member of Risk Assessment Committee
MARKUS DR. MÜLLER		Male	Member of the Board	Businessman / Businesswoman	21/03/2025	Non-Executive	-	CNH - President, EMEA		-	B	Dependent Member
ÖZGÜR BURAK AKKOL		Male	Member of the Board	Businessman / Businesswoman	17/03/2020	Non-Executive	-	Koç Holding A.Ş. Tourism, Food and Retailing Group President - Board Membership		-	A	Dependent Member
STEFANO PAMPALONE		Male	Member of the Board	Businessman / Businesswoman	24/03/2014	Non-Executive	Member of the Board	CNH - Agriculture Chief Commercial Officer		-	B	Dependent Member
MARCO VOTTA		Male	Member of the Board	Businessman / Businesswoman	16/05/2007	Non-Executive	-	CNH Industrial Managing Director of Turkey		-	B	Dependent Member				Member of Executive Committee - Member of Corporate Governance Committee
MATTHIEU JEAN MARIE BERNARD SEJOURNE		Male	Member of the Board	Businessman / Businesswoman	26/03/2024	Executive	Company Leader	Board Membership		-	B	Dependent Member
OSMAN TURGAY DURAK		Male	Member of the Board	Businessman / Businesswoman	26/03/2010	Non-Executive	-	Board Membership		-	A	Dependent Member
İBRAHİM AYKUT ÖZÜNER		Male	Member of the Board	Businessman / Businesswoman	12/03/2019	Non-Executive	Company Leader	Otokar Otomotiv ve Savunma Sanayi A.Ş. General Manager		-	A	Dependent Member
NİLÜFER GÜNHAN		Female	Member of the Board	Businessman / Businesswoman	02/03/2023	Non-Executive	-	Independent Board Membership - Management Consultancy	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1395887	Considered	No	Member of Auditing Committee-Member of Corporate Governance Committee-Chairperson of Risk Assessment Committee
MİNE YILDIZ GÜNAY		Female	Member of the Board	Businessman / Businesswoman	26/03/2024	Non-Executive	-	Independent Board Membership	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1395887	Considered	No	Chairperson of Auditing Committee-Chairperson of Corporate Governance Committee-Member of Risk Assessment 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	%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	There is no determination in this direction.
The name of the section on the corporate website that demonstrates information about the board charter	There is no determination in this direction.
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	There is no determination in this direction.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Corporate Governance Information Form
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/1036949

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)	-	Mine Yıldız Günay	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Nilüfer Günhan	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Mine Yıldız Günay	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Marco Votta	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Nilüfer Günhan	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Özgür Ergun	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Nilüfer Günhan	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)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Luisa Fenoglio	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Mine Yıldız Günay	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Executive Committee	Marco Votta	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Executive Committee	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 Compliance Report - Number, Structure and Independence of Committees Formed under 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)	Corporate Governance Compliance Report - Number, Structure and Independence of Committees Formed under 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)	Corporate Governance Compliance Report - Number, Structure and Independence of Committees Formed under 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)	Corporate Governance Compliance Report - Number, Structure and Independence of Committees Formed under 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)	Corporate Governance Compliance Report - Number, Structure and Independence of Committees Formed under 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)	Board of Directors Report
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor Relations - Financial Results - Annual Reports
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)	Remuneration Policy For Top Managers And Board Members

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%	3	4
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	75%	50%	3	5
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	50%	3	8