KAP

LYDİA YEŞİL ENERJİ KAYNAKLARI A.Ş.

LYDYE

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

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)	https://www.kap.org.tr/tr/Bildirim/1316015
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	No
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 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)	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)	No such transaction
The name of the section on the corporate website that demonstrates the donation policy of the company	Investor Relations / Policies / Denotion 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/965239
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	No such article
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	No such participation

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.	Within the framework of our company?s articles of association, (A) Group shares have voting privileges in the election of board members. Accordingly, (A) Group holders have 15 votes in the election of board members in general assemblies, while (B) Group shares have one vote. All (A) Group shares belong to Lyida Holding A.Ş.
The percentage of ownership of the largest shareholder	%64,89

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 / Policies / 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.	According to the financial statements prepared in accordance with the Capital Markets Legislation, the profit obtained in 2023 is 46,406,308.00 Turkish Lira. However, with the offset of the previous years' loss of 78,897,140.00 Turkish Lira, there is no net distributable profit. According to the Tax Legislation records, there is a loss of 3,185,504.97 Turkish Lira before the inflation adjustment is applied. Since there is no net distributable profit according to the 2023 Dividend Distribution Table prepared in accordance with the Capital Markets Legislation, it was decided to accept the board of directors' proposal not to distribute profit.
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/1328185

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
27/08/2024	0	%55,70	%0,10	%55,60	Investor Relations / General Assembly Meetings	Home Page / FAQ	-	0	https://www.kap.org.tr/tr/Bildirim/131601, https://www.kap.org.tr/tr/Bildirim/1328185

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.	Investor Relations / Capital and 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	2024 Annual Report : GENEL BİLGİLER / Yönetim Kurulu
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	2024 Annual Report : GENEL BİLGİLER / Yönetim Kurulu Komiteleri
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	2024 Annual Report : GENEL BİLGİLER / Yönetim Kurul
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	2024 Annual Report : FAALİYET BİLGİLERİ / Diğer Konular
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	2024 Annual Report : FAALİYET BİLGİLERİ / Diğer Konular
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	2024 Annual Report : FAALİYET BİLGİLERİ / Diğer Konular
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%	2024 Annual Report : FAALİYET BİLGİLERİ / Diğer Konular
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	2024 Annual Report : FAALİYET BİLGİLERİ / Diğer Konular

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 / Policies / Employees Compensation 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)	The Board Member
The contact detail of the company alert mechanism	info@lydiayesilenerji.co

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 bodies where employees are actually represented	-

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 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 / Policies / Human Resources Polic
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 / Policies / Human Resources Policy
The number of definitive convictions the company is subject to in relation to health and safety measures	-

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	Investor Relations / Policies / Ethical Principles Policy
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.	2024 Annual Report: SÜRDÜRÜLEBİLİRLİK İLKELERİ
Any measures combating any kind of corruption including embezzlement and bribery	Within the scope of Ethical Principles, our employees are obliged to monitor and detect conflicts of interest, take the necessary steps to avoid conflicts of interest, notify their superiors when they become aware of a conflict of interest, and stay away from interests that fall within the scope of conflicts of interest.

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	-
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	2024 Annual Report: RİSK YÖNETİMİ / Yönetim Kurulu Değerlendirme
Name of the Chairman	Enver Çevik
Name of the CEO	-
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	-
The number and ratio of female directors within the Board of Directors	-

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
ENVER ÇEVİK		Male	Chairman of the Board	Businessman / Businesswoman	31/01/2024	Executive	-	Çeşitli Şirketlerde Yönetim Kurulu Üyelikleri	Yes	-	-	Dependent Member
KEMAL AKKAYA		Male	Deputy Chairman of the Board	Businessman / Businesswoman	31/01/2024	Non-Executive	-	Çeşitli Şirketlerde Yönetim Kurulu Üyelikleri	Yes	-	-	Dependent Member
HÜSEYİN KAYA		Male	Member of the Board	Managing Director / Chief Executive	15/05/2024	Executive	-	Yönetim Kurulu Üyeliği ve Genel Müdür	Yes	-	-	Dependent Member				-
OSMAN DERELİ		Male	Member of the Board	Manager	15/09/2023	Non-Executive	-	-	Yes	-	-	Independent Member		Considered	No	Denetim Komitesi Üye Riskin Erken Saptanması Komitesi Üye ve Kurumsal Yönetim Komitesi Bşk
ERGİN İÇENLİ		Male	Member of the Board	Manager	20/05/2024	Non-Executive	-	-	Yes	-	-	Independent Member		Considered	No	Denetim Komitesi Bşk. Riskin Erken Saptanması Komitesi Bşk. ve Kurumsal Yönetim Komitesi Üyesi

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	33
Director average attendance rate at board meetings	%90
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	-
The name of the section on the corporate website that demonstrates information about the board charter	-
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	2024 Annual Report: GENEL BİLGİLER / Yönetim Kurulu Komiteleri
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/1335247

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)	-	Ergin İçenli	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Osman Dereli	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Osman Dereli	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Ergin İçenli	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Özlem Canbazer	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Ergin İçenli	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Osman Dereli	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)	2024 Annual Report: GENEL BİLGİLER / Yönetim Kurulu Komiteleri
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)	2024 Annual Report: GENEL BİLGİLER / Yönetim Kurulu Komiteleri
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)	2024 Annual Report: GENEL BİLGİLER / Yönetim Kurulu Komiteleri
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)	2024 Annual Report: GENEL BİLGİLER / Yönetim Kurulu Komiteleri
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)	2024 Annual Report: GENEL BİLGİLER / Yönetim Kurulu Komiteleri

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 annual Report: FAALİYET BİLGİLERİ / Diğer Konular
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor Relations / Policies / Renumeration 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)	2024 Annual Report: GENEL BİLGİLER/Yöneticilere Sağlanan Ücret ve Menfatler

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%	6	6
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	66%	66%	3	3
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	100%	6	6