KAP

TÜMOSAN MOTOR VE TRAKTÖR SANAYİ A.Ş.

TMSN

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	The company has not organized any investor conferences or meetings throughout the year.

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	There has been no request for a special auditor during the period.
The number of special audit requests that were accepted at the General Shareholders' Meeting	There has been no request for a special auditor at the general assembly 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/1334514
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	It has not been submitted.
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	None.
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)	None.
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)	None.
The name of the section on the corporate website that demonstrates the donation policy of the company	None.
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved	None.
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	There is no provision 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	Apart from the shareholders, an authorized representative of the Auditor Institution attended.

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.	In the election of the Board of Directors, Group A shares have 15 voting rights per share. The total amount of Group A shares is 12,000.000 TL and has been equally distributed among the following shareholders: Ahmet Albayrak, Nuri Albayrak, Muzaffer Albayrak, Bayram Albayrak, Kazım Albayrak, Mustafa Albayrak.
The percentage of ownership of the largest shareholder	%60,87

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.	None

1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy	About Us / Investor Relations / Investor Information
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 company's financial statements, prepared in accordance with International Financial Reporting Standards as of 31.12.2023 and audited by Vizyon Grup Bağımsız Denetim A.Ş., show a Net Period Profit of 721.718.231 TL. It was decided by majority vote that the period profit would be used as equity support for financing investments made/planned in 2023-2025, and accordingly, no profit distribution would be made for 2023.
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/1351309

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
24/10/2024	0	%64,00	%1,00	%63,00	Hakkımızda/Yatırımcı İlişkileri/Kurumsal Yönetim/ Genel Kurul Dokümanları	Hakkımızda/Yatırımcı İlişkileri/ Kurumsal Yönetim/ Genel Kurul Dokümanları	Madde 9	40	https://www.kap.org.tr/tr/Bildirim/1351309

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	About Us / 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.	About Us / Investor Relations / Corporate Information / Shareholding Structure
List of languages for which the website is available	Turkish, English, French, Russian, Spanish, Arabic

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	General Information / Information on the Governing Body, Senior Executives, and Number of Personnel
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	Corporate Governance Principles Compliance Report / Section IV - Board of Directors / Number, Structure, and Independence of Committees Established Within the Board of Directors
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	Corporate Governance Principles Compliance Report / Section IV - Board of Directors / 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	Other Matters
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	Company Activities and Significant Developments Related to Activities / Information on Lawsuits Filed Against the Company That May Affect Its Financial Status 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	Other Matters
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%	None.
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	Corporate Governance Principles Compliance Report / Section II ? Public Disclosure and Transparency / Social Responsibility

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	None.
The number of definitive convictions the company was subject to in relation to breach of employee rights	None.
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Corporate Governance Committee
The contact detail of the company alert mechanism	info@tumosan.com.tr

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.
Corporate bodies where employees are actually represented	None

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	None.
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.	None.
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.	None.
The number of definitive convictions the company is subject to in relation to health and safety measures	None.

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	About Us / Our Values
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.	None.
Any measures combating any kind of corruption including embezzlement and bribery	None.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	The performance evaluation of the Board of Directors is not 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	Muzaffer Albayrak/ Board Member / Chief Executive Officer (CEO), Halim Tosun / General Manager / Deputy Chief Executive Officer (Deputy CEO), Kurtuluş Öğün / Executive Committee Member , Bülent Bolat / Executive Committee Member
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	The Audit and Risk Management Group Presidency provides guidance in the fulfillment of the internal control function. During the period, six meetings were organized with the Committee for Early Detection of Risk.
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	Risks and the Assessment of the Governing Body
Name of the Chairman	Ahmet Albayrak
Name of the CEO	Muzaffer Albayrak / Halim Tosun
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	The Chairman of the Board and the CEO / General Manager 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	Board Members are not insured against any damages they may cause to the company due to their faults during their duties.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	Not Available
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
AHMET ALBAYRAK		Male	Chairman of the Board	Businessman / Businesswoman	20/06/2016	Non-Executive	Yönetim Kurulu Üyesi	-	No	-	-	Dependent Member		Not Considered	No
NURİ ALBAYRAK		Male	Deputy Chairman of the Board	Businessman / Businesswoman	13/05/2013	Non-Executive	yönetim kurulu üyesi	-	No	-	-	Dependent Member		Not Considered	No
MUZAFFER ALBAYRAK		Male	Member of the Board	Businessman / Businesswoman	20/06/2016	Non-Executive	Yönetim Kurulu Üyesi	-	No	-	-	Dependent Member		Not Considered	No
MESUT MUHAMMET ALBAYRAK		Male	Member of the Board	Businessman / Businesswoman	13/05/2013	Non-Executive	YÖNETİM KURULU ÜYESİ	-	No	-	-	Dependent Member		Not Considered	No	Kurumsal Yönetim Komitesi - Riskin Erken Saptanması Komitesi
AYGÜN KARAKAŞ		Male	Member of the Board	Businessman / Businesswoman	28/11/2023	Non-Executive	Yönetim Kurulu Üyesi	-	Yes	-	-	Independent Member	-	Considered	No	Denetimden Sorumlu Komite
İSMAİL YÜKSEK		Male	Member of the Board	Businessman / Businesswoman	01/09/2022	Non-Executive	yönetim kurulu üyesi	-	Yes	-	-	Independent Member		Not Considered	No	Kurumsal Yönetim Komitesi - Riskin Erken Saptanması Komitesi-Denetimden Sorumlu Komite

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	14
Director average attendance rate at board meetings	%96
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	It is ensured that the Board Members receive it within a reasonable time.
The name of the section on the corporate website that demonstrates information about the board charter	About Us / 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	None.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Corporate Governance Compliance Report / Section IV - Board of Directors / Number, Structure, and Independence of Committees Established Within the Board of Directors
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/1165028

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)	-	AYGÜN KARAKAŞ	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	İSMAİL YÜKSEK	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	İSMAİL YÜKSEK	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	MESUT MUHAMMET ALBAYRAK	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	ÖZGE CANTÜRK	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	MESUT MUHAMMET ALBAYRAK	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	İSMAİL YÜKSEK	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)	Corporate Governance Compliance Report / Section IV - Board of Directors / Number, Structure, and Independence of Committees Established Within the Board of Directors
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)	Corporate Governance Compliance Report / Section IV - Board of Directors / Number, Structure, and Independence of Committees Established Within the Board of Directors
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)	Corporate Governance Compliance Report / Section IV - Board of Directors / Number, Structure, and Independence of Committees Established Within the Board of Directors
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)	Corporate Governance Compliance Report / Section IV - Board of Directors / Number, Structure, and Independence of Committees Established Within the Board of Directors
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)	Corporate Governance Compliance Report / Section IV - Board of Directors / Number, Structure, and Independence of Committees Established Within the Board of Directors

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 Status
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	None.
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 Rights Provided to Members of the Governing Body and Senior Executives

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)	-	100%	33%	4	4
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	50%	6	6