PDP

SİNPAŞ GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.

SNGYO

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	During the period, approximately 100 verbal and written information requests from individual and institutional investors were responded to. Approximately 20 meetings were held with brokerage firm representatives, analysts and fund managers on an institutional basis, and all written and verbal inquiries were answered.

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/tr/Bildirim/1464853
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	The documents related to the General Assembly meeting were also disclosed to the public in English simultaneously with Turkish. https://www.kap.org.tr/tr/Bildirim/1464853
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	Not applicable.
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)	https://www.kap.org.tr/tr/Bildirim/1400199 & https://www.kap.org.tr/tr/Bildirim/1552143
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)	https://www.kap.org.tr/tr/Bildirim/1400199 & https://www.kap.org.tr/tr/Bildirim/1552143
The name of the section on the corporate website that demonstrates the donation policy of the company	The Donation and Aid Policy is published under the ?Our Policies? section on the investor relations page of the Company?s corporate website. https://sinpasgyo.com/yatirimci-iliskileri/politikalar/bagis-ve-yardim-politikasi
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/1478589
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	28
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	In addition to the shareholders and their representatives, the members of the Board of Directors and the representative of the independent audit firm attended the Ordinary General Assembly meeting for 2024, and Company employees participated in the meeting as observers with the Company?s knowledge. The General Assembly meeting was held by observing the rights of all stakeholders and was completed without any restrictions in accordance with the corporate governance principles and ethical rules.

1.4. Voting Rights
Whether the shares of the company have differential voting rights	Evet (Yes)
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.	The Company?s shares are divided into Group A, Group B and Group C. Group A and Group B shares are registered shares and their transfer cannot be restricted, while Group C shares are bearer shares. Group A and Group B shares have the privilege of nominating candidates for the election of board members. Accordingly, four members of the Board of Directors are elected by the General Assembly from among the candidates nominated by the majority of Group A shareholders, and two members are elected by the General Assembly from among the candidates nominated by the majority of Group B shareholders, provided that the independence criteria set forth in the Capital Markets legislation are complied with. Group C shares do not have any privileges.
The percentage of ownership of the largest shareholder	%32,75

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 - Our Policies - The Dividend Distribution Policy - https://sinpasgyo.com/yatirimci-iliskileri/politikalar/kar-dagitim-politikasi
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 proposal of the Company?s Board of Directors not to distribute dividends for 2024, in order to effectively manage risks arising from economic conditions and uncertainties in exchange rates and raw material prices and to create a strong funding base for the Company?s projects and new investments, and to retain the remaining amount within the Company by transferring it to the extraordinary reserves account after setting aside the statutory legal reserves, was submitted to the approval of the General Assembly and 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/1478589 & https://www.kap.org.tr/tr/api/file/download/4028328c98455aea0198a925e3126cad

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
14/08/2025	0	%55,15	%0,13	%55,02	General Assembly	General Assembly	11	13	https://www.kap.org.tr/tr/Bildirim/1478589

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 - Company Profile - Committees - Our Policies
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.	Investor Relations - Shareholding Structure
List of languages for which the website is available	Turkish

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 - Board of Directors - External Positions Held by Board Members as of the Latest Status - Declaration of Independence
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 - Committees and Working Principles
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 - Operating Principles 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	Annual Report - Other Matters - Other Disclosures of the Company within the Scope of Capital Markets Board and Turkish Commercial Code Regulations
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	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	Utmost care is exercised to ensure compliance with the applicable legislation and professional ethical rules in all audit, rating, consultancy and similar services procured by the Company.
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%	-
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 at Sinpaş GYO - Sustainability Principles Compliance 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	Apart from statutory compensations stipulated under applicable legislation, the Company does not yet have a separate compensation policy, and studies on this matter are ongoing within the scope of sustainability efforts. The Company has Human Rights and Human Resources Policies in place. Recruitment, occupational health and safety, working conditions and social rights of employees are carried out in accordance with the relevant legislation, primarily the Labour Law No. 4857 and the Social Insurance and General Health Insurance Law No. 5510, and the Company fully complies with the Occupational Health and Safety Law No. 6331.
The number of definitive convictions the company was subject to in relation to breach of employee rights	0
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Internal Audit ? Ethics Committee ? Human Resources
The contact detail of the company alert mechanism	https://sinpas.com.tr/etik-hatti / +90 212 310 27 00

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	Investor Relations - Sustainability - Our Sustainability Policies - https://sinpasgyo.com/Uploads/investor/surdurulebilirlik/SiNPASGYO-iNSAN-HAKLARI-iK-POLiTiKASI.pdf
Corporate bodies where employees are actually represented	Human Resources

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	A written succession plan has not yet been established for key executive positions.
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.	Investor Relations - Sustainability - Our Sustainability Policies - Human Rights and Human Resources Policy - https://sinpasgyo.com/Uploads/investor/surdurulebilirlik/SiNPASGYO-iNSAN-HAKLARI-iK-POLiTiKASI.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.	Investor Relations - Sustainability - Our Sustainability Policies - Human Rights and Human Resources Policy - https://sinpasgyo.com/Uploads/investor/surdurulebilirlik/SiNPASGYO-iNSAN-HAKLARI-iK-POLiTiKASI.pdf
The number of definitive convictions the company is subject to in relation to health and safety measures	0

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	Investor Relations - Sustainability - Our Sustainability Policies - Our Ethics Policy / Investor Relations - Code of Ethics
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.	Corporate sustainability reports indexed to TSRS and GRI regarding environmental, social and corporate governance matters have been disclosed to the public in both Turkish and English. Therefore, a separate corporate social responsibility report is not published. Due diligence is exercised in environmental, social and corporate governance matters. The reports can be accessed through the ?Sustainability? section on the Company?s investor relations website. - https://sinpasgyo.com/yatirimci-iliskileri/surdurulebilirlik
Any measures combating any kind of corruption including embezzlement and bribery	Utmost care is exercised in combating all forms of corruption, including extortion and bribery. Within this scope, the Anti-Bribery and Anti-Corruption Policy is published in the ?Sustainability? section of the Company?s investor relations website. - https://sinpasgyo.com/yatirimci-iliskileri/surdurulebilirlik-politikalarimiz

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	Dr. Avni Çelik: Chairman of the Board of Directors; Ahmet Çelik: Vice Chairman of the Board of Directors; Seba Gacemer: Member of the Board of Directors; Dursun Yaşar Çamurali: Member of the Board of Directors; Akif Gülle: Independent Member of the Board of Directors; Erman Çete: Independent Member of the Board of Directors.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	1
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	Information on the Company?s Internal Control System and Internal Audit Activities
Name of the Chairman	DR. AVNİ ÇELİK
Name of the CEO	SEBA GACEMER
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	-
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	Investor Relations - Sustainability - https://sinpasgyo.com/yatirimci-iliskileri/surdurulebilirlik
The number and ratio of female directors within the Board of Directors	There is 1 female member on the Board of Directors, corresponding to a female representation ratio of 17%.

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
AVNİ ÇELİK	Male	Chairman of the Board	Businessman / Businesswoman	28/12/2006	Non-Executive	-	ÇEKVA (Çorum Eğitim ve Kültür Vakfı)Başkanı; İstanbul Ticaret Üniversitesi Mütevelli Heyeti Üyesi; Sinpaş Holding ve Sinpaş Grup Şirketlerinde Yönetim Kurulu Başkanlığı; Kat Turizm Gayrimenkul Yatırımları ve İşleme Ticaret A.Ş. Yönetim Kurulu Başkanı; GYODER Yüksek İstişare Kurulu Başkanı ; Bakanlar Kurulu Kararı ile kamuya yararlı Boğaziçi Vakfı kurucu üyesi		52.61	A, B ve C	Dependent Member
AHMET ÇELİK	Male	Deputy Chairman of the Board	Manager	28/12/2006	Non-Executive	-	Sinpaş Grup Şirketlerinde Yönetim Kurulu Başkanlığı ve Üyeliği; İstanbul Ticaret Odası Meclis Üyeliği; Boğaziçi Vakfı Mütevelli Heyet Üyeliği; Alaca Eğitim Vakfı Yönetim Kurulu Başkanlığı; Konut Geliştiricileri ve Yatırımcıları Derneği Başkan Yardımcılığı; Fenerbahçe Spor Kulubü Kongre Üyeliği		4.55	B ve C	Dependent Member
SEBA GACEMER	Female	Member of the Board	Manager	31/05/2022	Executive	Genel Müdür	Arı Finansal Kiralama A.Ş. Yönetim Kurulu Üyeliği		0	-	Dependent Member
DURSUN YAŞAR ÇAMURALİ	Male	Member of the Board	Manager	31/01/2022	Executive	Mali İşler Grup Başkanı - CFO	Servet GYO A.Ş. Yönetim Kurulu Üyeliği, Arı Finansal Kiralama A.Ş. Yönetim Kurulu Üyeliği	Yes	0	-	Dependent Member
ERMAN ÇETE	Male	Member of the Board	Finance Professional	16/07/2025	Non-Executive	-	-	Yes	0	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1443394	Considered	No	Kurumsal Yönetim Komitesi - Başkan; Denetim Komitesi - Başkan; Riskin Erken Saptanması Komitesi - Başkan
AKİF GÜLLE	Male	Member of the Board		28/11/2025	Non-Executive	-	Kızılbük GYO Bağımsız Yönetim Kurulu Üyesi, Batı Ege GYO Bağımsız Yönetim Kurulu Üyesi	Yes	0	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1491895	Considered	No	Kurumsal Yönetim Komitesi Başkanı, Riskin Erken Saptanması Komitesi Üyesi, Denetim Komitesi Üyesi

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	%80
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	Pursuant to the board working procedures, the period for submitting information and documents related to the meeting agenda to the members may vary depending on the subject of the meeting.
The name of the section on the corporate website that demonstrates information about the board charter	The procedures and principles regarding the Board of Directors meetings are regulated under Article 16 of the Articles of Association, and the Articles of Association are published in the ?Company Profile? section of the Company?s investor relations website. - https://sinpasgyo.com/yatirimci-iliskileri/sirket-karti/esas-sozlesme
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	-

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Committees and Working Principles
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/1255765

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)	-	Akif Gülle	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Erman Çete	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Dr. A. Berrak Köten	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Denetim Komitesi (Audit Committee)	-	Erman Çete	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	AKif Gülle	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Erman Çete	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Akif Gülle	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sürdürülebilirlik Komitesi (Sustainability Committee)	Ahmet Çelik	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sürdürülebilirlik Komitesi (Sustainability Committee)	Mahmut Sefa Çelik	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Sürdürülebilirlik Komitesi (Sustainability Committee)	Seba Gacemer	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sürdürülebilirlik Komitesi (Sustainability Committee)	Dursun Yaşar Çamurali	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sürdürülebilirlik Komitesi (Sustainability Committee)	Kenan Evren Karakaya	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Sürdürülebilirlik Komitesi (Sustainability Committee)	Dr. A. Berrak Köten	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
-	İklim ve Risk Komitesi (Climate and Risk Committee)	Ahmet Çelik	Evet (Yes)	Yönetim kurulu üyesi (Board member)
-	İklim ve Risk Komitesi (Climate and Risk Committee)	Mahmut Sefa Çelik	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
-	İklim ve Risk Komitesi (Climate and Risk Committee)	Seba Gacemer	Hayır (No)	Yönetim kurulu üyesi (Board member)
-	İklim ve Risk Komitesi (Climate and Risk Committee)	Dursun Yaşar Çamurali	Hayır (No)	Yönetim kurulu üyesi (Board member)
-	İklim ve Risk Komitesi (Climate and Risk Committee)	Kenan Evren Karakaya	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
-	İklim ve Risk Komitesi (Climate and Risk Committee)	Mehmet Yavaş	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
-	İklim ve Risk Komitesi (Climate and Risk Committee)	Ayşe Özgün	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
-	İklim ve Risk Komitesi (Climate and Risk Committee)	Dr. Ayşegül Berrak Köten	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 - Committees - Audit Committee
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 - Committees - Corporate Governance Committee
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)	Annual Report - Corporate Governance Committee / Investor Relations - Committees - 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)	Investor Relations - Committees - Early Detection of Risk Committee
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)	Annual Report - Corporate Governance Committee / Investor Relations - Committees - 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)	-
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	-
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 ? Committees and Working Principles ? Corporate Governance Committee

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)	-	67%	67%	The committee convened 5 times during the year, and no meetings were held physically.	5
Denetim Komitesi (Audit Committee)	-	100%	100%	The committee convened 5 times during the year, and no meetings were held physically.	5
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	100%	The committee convened 6 times during the year, and no meetings were held physically.	6
Diğer (Other)	Sürdürülebilirlik Komitesi (Sustainability Committee)	33.33%	0%	2	2
Diğer (Other)	İklim ve Risk Komitesi (Climate and Risk Committee)	25%	0%	2	2