KAP

POLİTEKNİK METAL SANAYİ VE TİCARET A.Ş.

POLTK

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 did not hold any investor conferences or meetings but answered investor questions by phone or email.

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/1396931
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Documents are presented both in English and Turkish
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 made 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 made 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)	https://www.kap.org.tr/tr/Bildirim/1278058
The name of the section on the corporate website that demonstrates the donation policy of the company	Investor Relations/Corporate Policies
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/1011782
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Not applicable
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	There was no participation of stakeholders other than shareholders and officials in the general assembly meeting.

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.	Each group A share has 15 votes. All of the group A shares belong to COVENTYA BETEİLİGUNGS GMBH and the total voting rate is 85.46%.
The percentage of ownership of the largest shareholder	%77,32

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.	Not applicable

1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy	Investor Relations/Corporate Policies
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.	Based on the financial statements for the accounting period from 01.01.2024 to 31.12.2024, due to a net period loss of 22,747,156.00 TL, it was decided by the majority of votes of the attendees not to distribute dividends and to transfer the entire net period profit, as recorded in the statutory records under the Tax Procedure Law (VUK), to extraordinary reserves. Out of a total of 5,046,734 votes cast (including 2,250,000 votes from privileged shares), the decision was approved with 5,041,694 votes in favor and 5,040 votes against.
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/1409988

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
21/03/2025	0	%78,58	%0,00	%78,58	Investor Relations / General Assembly Meeting Documents	Investor Relations / General Assembly Meeting Documents / Questions Asked at the General Assembly	-	0	https://www.kap.org.tr/tr/Bildirim/1409988

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 and 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 / Partnership Structure and Information on Privileged Shares
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	1.5. Information on the Board of Directors, Senior Executives and Number of Staff
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	1.6. Members of the Committees Established within the Board of Directors, Meeting Frequency, Working Principles and Evaluation of the Board of Directors Regarding the Effectiveness of the 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	1.5. Information on the Board of Directors, Senior Executives and Number of Staff
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	4.12.Legislative Changes That May Significantly Affect Company Activities
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	4.7. Information on Lawsuits Filed Against the Company That May Affect the Company's Financial Situation and Activities 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	4.13. Conflicts of Interest Between the Company and Institutions from Which It Receives Services on Issues Such as Investment Consultancy and Rating, and Measures Taken by the Company to Prevent Such Conflicts 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%	4.14. Information on Mutual Affiliates Where the Direct Participation Rate in Capital Exceeds 5%
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	4.15. Corporate Social Responsibility Activities Regarding Employees' Social Rights, Vocational Training and Other Company Activities that Produce Social and Environmental Consequences

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	There is no written compensation policy for the Company's employees, and the Company's practices in this regard are carried out in accordance with the relevant regulations of the current Labor Law.
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)	Human Resources Manager
The contact detail of the company alert mechanism	nazli.sener@macdermidenthone.com Tel: 0 (216) 5140275

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	Not applicable
Corporate bodies where employees are actually represented	Employee Representative Group

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	Our company has a succession program. In this context, the Board of Directors cooperates closely with Human Resources.
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.	Our company complies with the Group policy of Fair Employment 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.	Our company complies with the Group policy of Business Conduct and Ethics Policy and Code of Conduct.
The number of definitive convictions the company is subject to in relation to health and safety measures	Not applicable

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	None. The Company is subject to the Group policy, which is the Business Conduct and Ethics 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.	Regular training and information on environmental, social and corporate governance issues are provided to selected employees.
Any measures combating any kind of corruption including embezzlement and bribery	Regular training is provided to raise awareness of corruption, including bribery and extortion. There is also a group policy: Foreign Corrupt Practices Act/Anti-Corruption Policy and training is provided regularly.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	Not done
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	There was no delegation of authority.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	The company does not have a direct Internal Control Department. There is an internal control department that examines all subsidiaries of the group.
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	4.3. Information on the Internal Control System and Internal Audit Activities and the Opinion of the Management Body on This Subject
Name of the Chairman	John Edward Capps
Name of the CEO	Does not exist
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	Not applicable
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	Not applicable
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	None
The number and ratio of female directors within the Board of Directors	1 and 17%

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
JOHN EDWARD CAPPS		Male	Chairman of the Board	Managing Director / Chief Executive	17/01/2022	Non-Executive	-	Element Solutions Inc. - Vice President		0	-	Dependent Member
CAREY JAMES DORMAN		Male	Vice Chairman of the Board	Managing Director / Chief Executive	17/01/2022	Non-Executive	-	Element Solutions Inc. - Executive Officer		0	-	Dependent Member
DENIS PETER BRAUER		Male	Member of the Board	Managing Director / Chief Executive	17/01/2022	Non-Executive	-	Element Solutions Inc. - Vice President		0	-	Dependent Member
CAROLINE SIMONNE LIND		Female	Member of the Board	Managing Director / Chief Executive	21/03/2025	Non-Executive	-	Element Solutions Inc. - Vice President		0	-	Dependent Member
ALP ÇELİKBİLEK		Male	Member of the Board	Finance Professional	12/01/2021	Non-Executive	-	Gebze Organized Industrial Zone- Regional Director	Yes	0	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/893258	Considered	No	Audit Committee Chairman, Early Detection of Risk Committee Chairman, Corporate Governance Committee Member,
ABDURRAHMAN ÖZCİĞER		Male	Member of the Board	Adviser	12/01/2021	Non-Executive	-	Founder - Öze Eğitim Danışmanlık	Yes	0	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/893258	Considered	No	Corporate Governance Committee Chairman, Audit Committee Member, Early Detection of Risk Committee Member

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	%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	Such a period has not been determined.
The name of the section on the corporate website that demonstrates information about the board charter	Not applicable
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	There is no policy that limits members from taking on other duties outside the company. The total number of duties of the member with the most outside duties is 1, excluding our Company, and the average number of outside duties of all board members is determined as 1.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	1.6. Members of the Committees Established within the Board of Directors, Meeting Frequency, Working Principles and Evaluation of the Board of Directors Regarding the Effectiveness of the Committees
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/945308

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
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Alp Çelikbilek	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Abdurrahman Özciğer	Hayır (No)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Alp Çelikbilek	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Abdurrahman Özciğer	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Abdurrahman Özciğer	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Alp Çelikbilek	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Mustafa Cem Coşkun	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Sustainability Committee	Mustafa Cem Coşkun	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Sustainability Committee	İlksen Kavlak	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Sustainability Committee	Nazli Sener	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)	1.8. Activities of the Audit Committee and Meeting Results
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)	1.6. Members of the Committees Established within the Board of Directors, Meeting Frequency, Working Principles and Evaluation of the Board of Directors Regarding the Effectiveness of the Committees
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)	1.6. Members of the Committees Established within the Board of Directors, Meeting Frequency, Working Principles and Evaluation of the Board of Directors Regarding the Effectiveness of the Committees
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)	1.6. Members of the Committees Established within the Board of Directors, Meeting Frequency, Working Principles and Evaluation of the Board of Directors Regarding the Effectiveness of the Committees
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)	1.6. Members of the Committees Established within the Board of Directors, Meeting Frequency, Working Principles and Evaluation of the Board of Directors Regarding the Effectiveness of the Committees

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)	5. Financial Situation
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor Relations/Corporate Policies
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)	2. Financial Rights Granted to Board Members 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
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	100%	6	6
Denetim Komitesi (Audit Committee)	-	100%	100%	5	5
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	66.67%	66.67%	7	7
Diğer (Other)	Sustainability Committee	0%	0%	5	5