PDP

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 2025, 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 74 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/tr/Bildirim/1412650
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	No transaction was carried out within this scope.
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 transaction was carried out within this scope.
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 transaction was carried out within this scope.
The name of the section on the corporate website that demonstrates the donation policy of the company	Investor Relations ? General Information ? 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/1277661
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	The Articles of Association do not include a provision regulating the participation of stakeholders in the General Assembly.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Shareholders, members of the Board of Directors, the auditor, senior management and relevant personnel attended the General Assembly 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.	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 ? General Information ? Corporate Governance ? Dividend Distribution 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.	In accordance with Item 6 of the agenda, the Board of Directors? proposal dated 26.03.2025 regarding the profit distribution for the fiscal year 2024 covering the accounting period between 01.01.2024 and 31.12.2024 was read. The agenda item was opened for discussion. As no one took the floor, the proposal was submitted to vote. As a result of the voting, it was unanimously resolved that; within the framework of the capital markets legislation, Article 30 of the Company?s Articles of Association and the Company?s Dividend Distribution Policy, although the Company?s solo financial statements prepared in accordance with the Turkish Commercial Code (?TCC?) and the Tax Procedure Law (?TPL?) for the accounting period 01.01.2024 ? 31.12.2024 show a net profit for the period of TRY 121,857,591.23 and after allocating the first legal reserve of TRY 6,092,879.56 (5% of the net profit), the remaining `Net Distributable Profit for the Period? amounts to TRY 115,764,711.67, no dividend shall be distributed due to the fact that the consolidated financial statements prepared in accordance with TMS/TFRS within the scope of the Communiqué on Principles of Financial Reporting in Capital Markets (II-14.1), which are independently audited, indicate a net loss for the period of TRY 633,267,758. Accordingly, the profit reflected in the financial statements prepared in accordance with the TCC and TPL shall, after the allocation of the first legal reserve, be transferred to retained earnings.
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/1430047

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
28/04/2025	0	%68,70	%0,30	%68,40	Investor Relations ? General Information ? Corporate Governance ? General Assembly	Investor Relations ? General Information ? Corporate Governance ? General Assembly	-	0	https://www.kap.org.tr/tr/Bildirim/1483980

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	Under the Investor Relations section, the Company provides access to Financial Reports, Investor Presentations, Annual Reports and Material Event Disclosures. In addition, within the General Information section, information is presented under various subheadings including Shareholder Structure, IPO, Mergers and Spin-offs, Corporate Governance policies, General Assembly and Corporate Governance Reports. Furthermore, the section also provides information on Credit Rating, Capital Increase and Dividend Payments, Trade Registry Information, Frequently Asked Questions, Contact Information and Information Society Services.
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 / Governance and Commitments / Our Policies
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)	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 committee meetings each month through employee representatives. The Memotive mobile HR platform offers 24/7 feedback opportunities; regular `HR Agenda Communication Meetings? and senior management briefing 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; therefore, 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 through 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 ? Reports and Performance
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 4, 2026
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	Tayfun Bayazıt and B. Cantekin Dinçerler were jointly authorized to represent and bind the Company with the broadest powers. Following Mr. Dinçerler s resignation from all of his positions at the Company as of January 30, 2026 at his own request, Tayfun Bayazıt and Esra Yazıcı have been jointly authorized to represent and bind the Company pursuant to the Board of Directors resolution dated January 30, 2026.Following the resignations from the Board of Directors dated July 8, 2026, Corex Corporate Management B.V. (represented by Evren Öztürk) and Erhan Çiloğlu have been authorized to jointly represent and bind the Company with the broadest authority.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	6
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	Corex Corporate Management B.V. (represented by Evren Öztürk)
Name of the CEO	Selçuk Denizhan ( CEO )
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://kap.org.tr/tr/Bildirim/1613294
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 16,66%

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
COREX CORPORATE MANAGEMENT B.V.	EVREN ÖZTÜRK	Male	Chairman of the Board	Managing Director / Chief Executive	08/07/2026	Non-Executive	-	He serves as Chief Financial Officer and Member of the Board of Directors at CoreX Holding B.V. He also holds Executive Committee and Board membership positions at various institutions outside the CoreX Group.	Yes	-	-	Dependent Member
HAMİT SEDAT ERATALAR		Male	Deputy Chairman of the Board	Managing Director / Chief Executive	26/04/2024	Non-Executive	-	Management Consultancy is a member of the Board of Directors of Marmara Holding A.Ş.	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1265478	Considered	No	Chair of the Audit Committee, Chair of the Corporate Governance Committee, Member of the Early Detection of Risk Committee
ERHAN ÇİLOĞLU		Male	Member of the Board	Managing Director / Chief Executive	08/07/2026	Executive	-	He holds positions as Chairman of the Board of Directors and Member of the Board of Directors within the CoreX Group and at various institutions outside the Group.	Yes	-	-	Dependent Member
TUBA TARI		Female	Member of the Board	Managing Director / Chief Executive	08/07/2026	Executive	-	She serves as a senior executive at CoreX Holding.	Yes	-	-	Dependent Member				Member of the Early Detection of Risk Committee
FATİH TOKKAL		Male	Member of the Board	Managing Director / Chief Executive	08/07/2026	Non-Executive	-	He serves as a senior executive at CoreX Holding.	Yes	-	-	Dependent Member
ONUR KİPRİ		Male	Member of the Board	Managing Director / Chief Executive	26/04/2024	Non-Executive	-	He is a Member of the Board of Directors of Marmara Holding A.Ş.	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1265478	Considered	No	Member of the Audit Committee, Chair of the Early Detection of Risk Committee, Member of the Corporate Governance Committee

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	6
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	The Board of Directors Working Principles and Procedures are published on the Company internal document portal.
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	The Company does not have a policy limiting the ability of Board members to assume duties outside the Company. The Board member with the highest number of external positions holds a total of 11 positions excluding the Company, while the average number of external positions held by all Board members has been determined as 3.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Under the Corporate Governance section of the Board of Directors Annual Report disclosed on the Public Disclosure Platform (KAP), the subheading titled Structure and Independence of Board Committees
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/1375419

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)	-	Onur Kipri	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Sema Pekkanlı Tezel	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)	-	Hamit Sedat Eratalar	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Tuba Tarı	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)	The sub-section titled `Structure and Independence of the Board Committees? under the main heading `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)	The sub-section titled `Structure and Independence of the Board Committees? under the main heading `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 sub-section titled `Structure and Independence of the Board Committees? under the main heading `Corporate Governance? in the Annual Report.
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)	The sub-section titled `Structure and Independence of the Board Committees? under the main heading `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 sub-section titled `Structure and Independence of the Board Committees? under the main heading `Corporate Governance? in the Annual Report.

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)	Financial and Operational Outlook for 2025
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor Relations ? General Information ? 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%	5	5
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	67%	33%	5	6
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	67%	33%	6	6