KAP

POLİSAN HOLDİNG A.Ş.

POLHO

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, teleconferences with multiple participants were organized four times after the announcement of financial results. Including meetings with corporate investors, brokerage firms, and portfolio companies, a total of 157 investors were engaged.

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/1265478
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 was not any notification made regarding such a 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 was not any notification made regarding such a 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 was not any notification made regarding such a transaction.
The name of the section on the corporate website that demonstrates the donation policy of the company	Investor Relations - Other Legal Disclosure - Corporate Governance - Donations and Aids 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/en/Bildirim/1277661
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	There are no articles in the articles of association regulating the participation of stakeholders in the general assembly
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Shareholders, board members, auditors, senior management, and staff attended the Ordinary General Assembly Meeting of Polisan Holding on April 26, 2024

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	%22,72

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 - Other Legal Disclosure - 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.	A decision to distribute dividend was made at the Ordinary General Assembly Meeting for the year 2023, held on April 26, 2024
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
26/04/2024	0	%69,90	%2,30	%67,60	Investor Relations - General Information ? Corporate Governance - General Assembly	Investor Relations - General Information ? Corporate Governance - General Assembly	Article 11	0	https://www.kap.org.tr/en/Bildirim/1277661

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	Financial Reports under the title of Investor Relations - Investor Presentations ? Annual Reports - Material Disclosures - General Information (Shareholding Structure, Public Offering, Corporate Governance, Trade Registry Information, Frequently Asked Questions, Contact Information, Information Society Services subheadings) - Board of Directors, Senior Management, Contact Information, Share Information, Investor Calendar, Polisan in Numbers
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 / General Information / Corporate Governance / Shareholding 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	Polisan Holding Board of Directors and Declarations 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	Board of Directors Committees
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	Structure and operation 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	Other Legal Disclosure
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	Other Legal Disclosure
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	Other Legal Disclosure
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%	Other Legal Disclosure
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, Social Responsibility and Sponsorships

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	Sustainability/our policies
The number of definitive convictions the company was subject to in relation to breach of employee rights	10
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Polisan Holding Audit Chairmanship
The contact detail of the company alert mechanism	E-mail: etikhat@polisan.com.tr; Tel: 0 216 578 5678

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	None. Employee participation in management at our company is facilitated through an open-door policy, regular informational meetings, Employee Engagement surveys, and topic-specific surveys. Additionally, our employees are represented at the Occupational Health and Safety Board committees' meetings each month through employee representatives. The Memotive mobile HR platform offers 24/7 feedback opportunities; regular 'HR Agenda Communication Meetings' and 'A Break with the CEO' online meetings provide a platform for mutual exchange of views. These communication mechanisms are continuously revised according to the needs of the company and its employees, hence they are not included in the articles of association or internal regulations. In the coming period, it is planned to enhance and continue this practice with additional communication platforms
Corporate bodies where employees are actually represented	HR and Union Labour

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	Executive Succession Plans have been created under the Succession Procedure framework and shared with the Board of Directors. Following the Assessment Center applications and identification of the Talent Pool, the Succession Plan is periodically updated. The process is completed with the approval of the CEO and CHRO and the information and confirmation 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.	Polikariyer sub-tabs and Ethical Principles
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.	Polikariyer sub-tabs and Ethical Principles
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	Polikariyer sub-tabs and Ethical Principles
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.	Sustainability - Corporate Social Responsibility
Any measures combating any kind of corruption including embezzlement and bribery	Polikariyer sub-tabs - Ethical Principles - Anti-Bribery and Anti-Corruption Policy - Procedure - Program

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	The self-assessment of the board of directors for the year 2024 was completed on February 5, 2025
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	B. Cantekin Dinçerler (Executive Member)
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	7
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	Polisan Holding's Internal Control System and Internal Audit Activities
Name of the Chairman	Tayfun Bayazıt
Name of the CEO	B. Cantekin Dinçerler
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	They are 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	https://www.kap.org.tr/en/Bildirim/1304773
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	Investor Relations/General Information/Corporate Governance/Board of Directors Diversity and Compliance Policy
The number and ratio of female directors within the Board of Directors	1 and 16,67%

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
EMİN BİTLİS YÖNETİM DANIŞMANLIĞI LİMİTED ŞİRKETİ	TAYFUN BAYAZIT	Male	Chairman of the Board	Managing Director / Chief Executive	23/06/2023	Non-Executive	-	Halka açık şirketlerde bağımsız yönetim kurulu üyelikleri, Marsh Türkiye ve Aura Portföy yönetim kurulu başkanlıkları, grup şirketlerinde yönetim kurulu üyelikleri		0.009	-	Dependent Member
ERTUĞRUL BİTLİS YÖNETİM DANIŞMANLIĞI LİMİTED ŞİRKETİ	ESRA YAZICI	Female	Vice Chairman of the Board	Managing Director / Chief Executive	23/06/2023	Non-Executive	-	Dimes Yönetim Kurulu Başkan Yardımcısı		-	-	Dependent Member				Riskin Erken Saptanması Komite Üyesi
AFB YÖNETİM DANIŞMANLIĞI LİMİTED ŞİRKETİ	ALİ TUĞRUL ALPACAR	Male	Member of the Board	Managing Director / Chief Executive	23/06/2023	Non-Executive	-	Alpacar Yönetim Danışmanlık A.Ş. Yönetim Kurulu Başkanı		-	-	Dependent Member				Kurumsal Yönetim Komite Üyesi
FNK YÖNETİM DANIŞMANLIĞI LİMİTED ŞİRKETİ	BİLAL CANTEKİN DİNÇERLER	Male	Member of the Board	Managing Director / Chief Executive	23/06/2023	Executive	CEO	-		-	-	Dependent Member
HAMİT SEDAT ERATALAR		Male	Member of the Board	Managing Director / Chief Executive	26/04/2024	Non-Executive	-	Yönetim danışmanlığı ve Tekfen Holding A.Ş. yönetim kurulu üyesi	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1265478	Considered	No	Denetimden Sorumlu Komite Başkanı, Kurumsal Yönetim Komitesi Başkanı,
ONUR KİPRİ		Male	Member of the Board	Managing Director / Chief Executive	26/04/2024	Non-Executive	-	Akkim Kimya Genel Müdür ve Yönetim Kurulu Üyesi	No	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1265478	Considered	No	Denetimden Sorumlu Komite Üyesi, Riskin Erken Saptanması Komitesi Başkanı

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	9
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	Presented three days in advance
The name of the section on the corporate website that demonstrates information about the board charter	Procedure on the Operating Methods and Principles of the Board is disclosed on the Company's internal document portal.
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	There are no policies restricting the board members from assuming other duties outside the Company. The total number of duties of the member with the highest number of external duties is 8, excluding our Company, and the average number of external duties of all board members is 2.6.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Structure and Independence of the Board Committees? sub-heading under the main heading of Corporate Governance in the Annual Report of the Board of Directors published on PDP
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/367262

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)	-	Hamit Sedat Eratalar	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Onur Kipri	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Hamit Sedat Eratalar	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Ali Tuğrul Alpacar	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Banu Çamlıtepe	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Onur Kipri	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Esra Yazıcı	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Tolga Üzümcü	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)	Structure and Independence of the Board Committees? sub-heading under the main heading of Corporate Governance in the Annual Report of the Board of Directors published on PDP.
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)	Structure and Independence of the Board Committees? sub-heading under the main heading of Corporate Governance in the Annual Report of the Board of Directors published on PDP.
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)	Structure and Independence of the Board Committees? sub-heading under the main heading of Corporate Governance in the Annual Report of the Board of Directors published on PDP.
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)	Structure and Independence of the Board Committees? sub-heading under the main heading of Corporate Governance in the Annual Report of the Board of Directors published on PDP.
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)	Structure and Independence of the Board Committees? sub-heading under the main heading of Corporate Governance in the Annual Report of the Board of Directors published on PDP.

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)	2024 in review
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor Relations - Other Legal Disclosure - 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)	Other Legal Disclosure - Benefits Provided to Senior Management

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	5
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	67%	33%	3	6
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	67%	33%	5	6