KAP

TEKNOSA İÇ VE DIŞ TİCARET A.Ş.

TKNSA

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	In 2024, a total of 9 roadshows, conferences and field visits were attended and a total of 170 institutional investors and analysts from Turkey and abroad were met.

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	There is no such transaction.
The number of special audit requests that were accepted at the General Shareholders' Meeting	There is no such transaction.

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/1261685
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Yes.
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)	There is no such transaction.
The name of the section on the corporate website that demonstrates the donation policy of the company	Investor Relations/Corporate Governance/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/424674
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Articles of Association: Articles 28-31
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Shareholders and their representatives, Board Members, Company Auditor, and Company employees responsible for the meeting preperations attended to the General Assembly.

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	%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 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.	Since our company is in the investment period, it has been resolved by the majority of votes that no profit distribution will be made for the 2023 fiscal year in order to continue a healthy cash flow and maintain the balance sheet structure that has improved in recent years.
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/en/Bildirim/1261684

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
19/04/2024	0	%54,94	%0,01	%54,93	https://yatirimci.teknosa.com/2023-eng	-	-	0	https://www.kap.org.tr/en/Bildirim/1275205

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" sections on the website www.teknosa.com
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/Corporate Governance/Shareholder Structure
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	Available under the Board of Directors and Statement of Independence Section.
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	Available under the Corporate Governance and Sustainability Principles Compliance Report, in the "Number, Structure and Independence of the Committees Formed Under the Board" Section.
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	Available under the Corporate Governance and Sustainability Principles Compliance Report, "Operating Principles of the Board of Directors" Section.
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	There have been no significant legislative changes.
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	There are no important cases.
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	There is no conflict of interest.
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-ownership in this context.
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	Available in the Sustainability Section.

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	-
The number of definitive convictions the company was subject to in relation to breach of employee rights	-
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Senior Audit Manager-Assistant General Manager for Human Resources and Sustainability
The contact detail of the company alert mechanism	etik@teknosa.com, etik@sabanci.com

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	Corporate Governance Compliance Report
Corporate bodies where employees are actually represented	Employee participation in management is carried out through periodic (at least twice a year) meetings held within the Company and through annual goal setting and performance evaluation meetings. With TeknoThink, based on the knowledge and experience of employees, ideas that will contribute positively to company development in the light of Teknosa's annual strategic goals are collected and suggestions that are decided to be implemented are executed. In this way, employees reinforce their sense of corporate belonging by being involved in the decisions taken by the management.

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 Corporate Governance Committee oversees succession planning activities for key management 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/Corporate Governance/Human Resource 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.	Investor Relations/Corporate Governance/Code of Business Ethics
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/Corporate Governance/Code of Business 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.	Company provides technological support to various universities and non-governmental organizations. Creates a safe, healthy and desirable workplace atmosphere. It acts with the principle of equal opportunity in all matters related to business life. The projects are included in detail in the Corporate Social Responsibility section of the Annual Report.
Any measures combating any kind of corruption including embezzlement and bribery	Available in the Investor Relations/Corporaet Governance/Anti Bribery and Anti Corruption Policy Section.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	December 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	Chairman of the Board - Gökhan Eyigün(Independent director), Deputy Chairman of the Board - Mustafa Kerem Tezcan(Independent director)
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	Corporate Governance and Sustainability Principles Compliance Report, Risk Management and Internal Control Mechanism
Name of the Chairman	Gökhan Eyigün
Name of the CEO	Sitare Sezgin
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	Not the same person.
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	Company was insured for an amount exceeding 25% of the company's equity, but no PDP notification was made.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	It is aimed to keep the ratio of female members in the Board of Directors at least 30%. Investor Relations/Corporate Governance/Equality, Diversity and Inclusion Policy.
The number and ratio of female directors within the Board of Directors	The number of female directors within the Board of Directors is 3 (three); the ratio of female directors is 50%.

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
GÖKHAN EYİGÜN		Male	Chairman of the Board	Managing Director / Chief Executive	30/04/2025	Non-Executive	-	H.Ö. Sabancı Holding Strateji ve İş Geliştirme Grup Başkanı	Yes	-	-	Dependent Member		Not Considered	No
MUSTAFA KEREM TEZCAN		Male	Deputy Chairman of the Board	Managing Director / Chief Executive	30/04/2025	Non-Executive	-	H.Ö. Sabancı Holding Yatırımcı İlişkileri Direktörü	Yes	-	-	Dependent Member		Not Considered	No
MEHMET FIRAT		Male	Member of the Board	Managing Director / Chief Executive	13/10/2023	Non-Executive	-	Enerjisa Enerji BT ve Dijital İş Yönetimi Bölüm Başkanı	No	-	-	Dependent Member		Not Considered	No
HATİCE BURCU CİVELEK YÜCE		Female	Member of the Board	Managing Director / Chief Executive	21/04/2025	Non-Executive	-	Akbank Bireysel Bankacılık ve Dijital Çözümler Genel Müdür Yardımcısı	Yes	-	-	Dependent Member		Not Considered	No
KAMURAN UÇAR		Female	Member of the Board	Managing Director / Chief Executive	19/04/2024	Non-Executive	-	BonaLiva Kurucu ve CEO	No	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1261685	Considered	No	Kurumsal Yönetim Komitesi Başkanı; Riskin Erken Saptanması Komitesi Başkanı; Denetim Komitesi Üyesi;
NEVGÜL BİLSEL SAFKAN		Female	Member of the Board	Managing Director / Chief Executive	22/03/2022	Non-Executive	-	Hacı Ömer Sabancı Vakfı Genel Müdürü	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1003241	Considered	No	Denetim Komitesi Başkanı ;Kurumsal Yönetim Komitesi Üyesi; Riskin Erken Saptanması Komitesi Üyesi;

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	4
Director average attendance rate at board meetings	%92
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	4 days
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	-

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Available under the Corporate Governance and Sustainability Principles Compliance Report, in the "Number, Structure and Independence of the Committees Formed Under the Board" Section.
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/en/Bildirim/1248940

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)	-	Nevgül BİLSEL SAFKAN	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Kamuran UÇAR	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Kamuran UÇAR	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Nevgül BİLSEL SAFKAN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Sibel TURHAN	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Kamuran UÇAR	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Nevgül BİLSEL SAFKAN	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)	Available under the Corporate Governance and Sustainability Principles Compliance Report, in the "Number, Structure and Independence of the Committees Formed Under the Board" Section.
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)	Available under the Corporate Governance and Sustainability Principles Compliance Report, in the "Number, Structure and Independence of the Committees Formed Under the Board" Section.
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)	Available under the Corporate Governance and Sustainability Principles Compliance Report, in the "Number, Structure and Independence of the Committees Formed Under the Board" Section.
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)	Available under the Corporate Governance and Sustainability Principles Compliance Report, in the "Number, Structure and Independence of the Committees Formed Under the Board" Section.
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)	Available under the Corporate Governance and Sustainability Principles Compliance Report, in the "Number, Structure and Independence of the Committees Formed Under the Board" Section.

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.	Investor Relations/Corporate Governance/Remuneration 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)	Financial Statements and Independent Auditor?s Report, "Benefits for the Key Management Personnel"

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%	4	4
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	67%	67%	4	5
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	100%	6	6