KAP

TÜRKİYE VAKIFLAR BANKASI T.A.O.

TVB, VAKBN

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	11 local and foreign investor conference and webinars were attended in 2024. Additionally online meetings and face-to-face meetings were held with over 200 local and foreign institutional investors throughout the year 2024. In 2024, 4 web-casts were held about the financial results.

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	There was no requirement for private auditor in 2024.
The number of special audit requests that were accepted at the General Shareholders' Meeting	There was no requirement for private auditor.

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/1283591
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	The documents regarding the General Assembly are published in Turkish and English at the same time https://www.vakifbank.com.tr/tr/bankamiz/yatirimci-iliskileri/genel-kurul/genel-kurul-bilgilendirme-dokumani https://www.vakifbank.com.tr/en/investor-relations/general-assembly
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 is no such an action stated within the scope of the principle 1.3.9.
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)	Pursuant to the Article 9 and paragraph 8 of Communiqué on Corporate Governance (II -17.1), banks are not required to fulfill the provisions of this article.
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)	In accordance with the Article 10 and paragraph 4 of Communiqué on Corporate Governance (II -17.1), banks are not liable to this article.
The name of the section on the corporate website that demonstrates the donation policy of the company	Home Page / Investor Relations / Corporate Governance / Policies / Donation and Aid Policy https://vbassets.vakifbank.com.tr/investor-relations/policies/donation-and-aid-policy.pdf
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/426548
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Article 14
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Board members, shareholders and their representatives attended the Ordinary General Assembly meeting of 2023, held on 6 June 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.	-
The percentage of ownership of the largest shareholder	%74,79

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	Home Page / Investor Relations / Corporate Governance / Policies / Profit Distribution policy https://vbassets.vakifbank.com.tr/investor-relations/policies/profit-distribution-policy.pdf
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.	Home Page / Investor Relations / General Assembly / 2024 / Summary of the General Assembly Meeting https://vbassets.vakifbank.com.tr/investor-relations/general-assembly/2024-summary-of-general-assembly.pdf
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/en/Bildirim/1295564

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
06/06/2024	0	%94,88	%0,00	%94,88	Home Page / Investor Relations / General Assembly / 2024 / Summary of the General Assembly Meeting https://www.vakifbank.com.tr/en/investor-relations/general-assembly	https://www.vakifbank.com.tr/en/investor-relations/general-assembly	There was no agenda item or paragraph about related parties.	154	https://www.kap.org.tr/en/Bildirim/1283591

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	https://www.vakifbank.com.tr/en/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.	There is no real person who has directly or indirectly more than 5% of shares. Please reach the current ownership of the Bank via https://www.vakifbank.com.tr/en/investor-relations/corporate-information/ownership-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 Integrated Annual Report Part: Corporate Governance Principles Compliance Report Chapter V- Board of Directors
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 Integrated Annual Report Part: 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	2024 Integrated Annual Report Part: Committees
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 Integrated Annual Report Part: Information On Legislative Amendments That Might Affect The Banks Activities Materially
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 Integrated Annual Report Part: Other Information on Bank and its Operations
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 Integrated Annual Report Part: Outsourced Support Services
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 Integrated Annual Report Part: Corporate Governance Principles Compliance Report
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 Integrated Annual Report Part: Human Capital Part: Our Social and Relational Capital, Corporate Social Responsibility in VakıfBank

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	Home Page / Investor Relations / Corporate Governance / Policies / https://vbassets.vakifbank.com.tr/investorrelations/policies/indemnity-policy.pdf
The number of definitive convictions the company was subject to in relation to breach of employee rights	34
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Audit Board, Human Resources, Legal Affairs
The contact detail of the company alert mechanism	For external stakeholders and employees Ethical Reporting Hotline ethics@vakifbank.com.tr 0850 955 38 45

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	There is not.
Corporate bodies where employees are actually represented	VakıfBank employees, as beneficiaries of VakıfBank Pension Fund, which holds 4.06% share in Group C shares of the Bank, participate in the management of VakıfBank. Additionally, there are workplace union representatives selected from among the employees working at the Bank's departments or branches. Union representative employees play an important role in managing the relationship process between the Bank and its employees.

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 bank has a succession plan, and the appointments of the General Manager and Deputy General Manager are made by the decision 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.	Home Page / Investor Relations / Corporate Governance / Policies / Equal Opportunity policy https://vbassets.vakifbank.com.tr/investor-relations/policies/equal-opportunity-policy.pdf Home Page /Investor Relations /Corporate Governance /Policies / Human Rights and Employee Rights Policy https://vbassets.vakifbank.com.tr/investor-relations/policies/human-rights-and-employee-rights-policy.pdf
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.	Home Page / Investor Relations / Corporate Governance / Policies / Human Rights and Employee Rights Policy https://vbassets.vakifbank.com.tr/investor-relations/policies/human-rights-and-employee-rights-policy.pdf Home Page / Investor Relations / Corporate Governance / Policies / Equal Opportunity Policy https://vbassets.vakifbank.com.tr/investor-relations/policies/equal-opportunity-policy.pdf Home Page / Investor Relations / Corporate Governance / Policies/Gender Equality Policy https://vbassets.vakifbank.com.tr/investor-relations/policies/gender-equality-policy.pdf Home Page / Investor Relations / Corporate Governance / Policies https://www.vakifbank.com.tr/en/investor-relations/corporate-governance/policies
The number of definitive convictions the company is subject to in relation to health and safety measures	There is no convictions.

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	Home Page / Investor Relations / Corporate Governance / Policies / Ethical Principles https://vbassets.vakifbank.com.tr/investor-relations/policies/ethical-principles.pdf
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.	The Banks practices in the realm of corporate social responsibility have been included in the Integrated Annual Reports of the Bank on an annual basis. Home Page/ Investor Relations/ Sustainability/ Corporate Social Responsibility https://www.vakifbank.com.tr/en/our-bank/sustainability/corporate-social-responsibility
Any measures combating any kind of corruption including embezzlement and bribery	Home Page / Investor Relations / Corporate Governance / Policies / Anti-Bribery and Corruption Policy https://vbassets.vakifbank.com.tr/investor-relations/policies/anti-bribery-and-corruption-policy.pdf In case of violation of the Anti-Bribery and Corruption Policy, disciplinary penalties are imposed depending on the nature of the incident . In cases that are contrary to this policy, the issue is examined by the Audit Board and in case of detection of behavior that does not comply with the legislation, the necessary sanctions are applied in line with the legislation 2024 Integrated Annual Report Part: Anti-Bribery and Corruption Policy As part of the fight against corruption, two e-learning courses have been offered to employees. In 2024, a total of 19,923 individuals completed these courses, totaling 38,403 hours. Additionally, 513 hours of classroom training related to Anti-Bribery and Anti-Corruption have also been conducted.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	There is no assessment.
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	Audit Committee: Abdülkadir AKSU, Halil ÇELİK Credit Committee: Abdi Serdar ÜSTÜNSALİH, Mustafa SAYDAM, Şahin UĞUR, Halil ÇELİK (Substitute Member) and Adnan ERTEM (Substitute Member) Corporate Governance Committee: Abdülkadir AKSU, Sadık YAKUT and Haydar Kemal KURT Remuneration Committee: Adnan ERTEM and Sadık YAKUT
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	Under the Regulation on Banks' Internal Systems and the Internal Capital Adequacy Assessment Process, 5 reports related to activities carried out by the Internal Control Department are presented to the Audit Committee on a quarterly and annual basis. In addition, under the Regulation on Banks' Information Systems and Electronic Banking Services, 1 report is presented annually to the Audit Committee regarding findings identified by the Information Systems Internal Control Department, which are ongoing and unresolved for over a year.
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 Integrated Annual Report Part: Assessment Of The Internal Systems and Operations
Name of the Chairman	Mustafa SAYDAM
Name of the CEO	Abdi Serdar ÜSTÜNSALİH
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	Pursuant to of Article 24 Paragraph 1 of the VakıfBank Articles of Incorporation, Chairman of the Board of Directors cannot be elected as CEO
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	Covered with Manager Financial Liability insurance policy of USD 50,000,000 limit between 27.05.2024-27.05.2025. No PDP notification
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	There is not.
The number and ratio of female directors within the Board of Directors	There are no women members on the Board of Directors of our Bank.

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
ABDİ SERDAR ÜSTÜNSALİH		Male	Executive Director	Banker	27/05/2019	Executive	Yönetim Kurulu Murahas Üye	TBB - YK Başkan Vekili	Yes	0	A Grubu	Dependent Member	-			Member of the Credit Committee
MUSTAFA SAYDAM		Male	Chairman of the Board	Banker	26/03/2021	Non-Executive	Yöentim Kurulu Başkanı	-	Yes	0	A Grubu	Dependent Member	-			Kredi Komitesi Üyesi
CEMİL RAGIP ERTEM		Male	Deputy Chairman of the Board	Banker	13/08/2018	Non-Executive	Yönetim Kurulu Başkan Vekili	Cumhurbaşkanı Başdanışmanı	Yes	0	-	Dependent Member	-
ABDÜLKADİR AKSU		Male	Member of the Board	Senior Government Official	27/05/2019	Non-Executive	Yönetim Kurulu Üyesi	-	Yes	0	A Grubu	Independent Member	-			Denetim Komitesi Üyesi - Kurumsal Yönetim Komitesi Üyesi
ADNAN ERTEM		Male	Member of the Board	Senior Government Official	28/10/2010	Non-Executive	Board Member	Çalışma ve Sosyal Güvenlik Bakanlığı Bakan Yardımcısı	Yes	0	B Grubu	Dependent Member	-			Kredi Komitesi Yedek Üyesi - Ücretlendirme Komitesi Üyesi
ŞAHİN UĞUR		Male	Member of the Board	Banker	09/06/2017	Non-Executive	Board Member	-	Yes	0	C Grubu	Dependent Member	-			Kredi Komitesi Üyesi
HAYDAR KEMAL KURT		Male	Member of the Board	Lawyer	25/03/2022	Non-Executive	Board Member	-		0	C Grubu	Independent Member	-			Kurumsal Yönetim Komitesi Üyesi
HALİL ÇELİK		Male	Member of the Board	Banker	06/06/2024	Non-Executive	Vakıf Finansal Kiralama A.Ş.- Yönetim Kurulu Başkan Vekili	-	Yes	0	D	Independent Member				Kredi Komitesi Yedek Üyesi - Denetim Komitesi Üyesi
SADIK YAKUT		Male	Member of the Board	Judge	27/05/2019	Non-Executive	Yönetim Kurulu Üyesi	-	Yes	0	-	Dependent Member	-			Ücretlendimr Komitesi Üyesi - Kurumsal Yönetim Komitesi Üyesi

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	The Board of Directors have been gathered 49 times in 2024.
Director average attendance rate at board meetings	%99
Whether the board uses an electronic portal to support its work or not	Evet (Yes)
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter	Depending on the number of the files sent to the Board of Directors, the files are given collectively a 2 days before the meeting.
The name of the section on the corporate website that demonstrates information about the board charter	The relevant information has been given in the section of Investor Relations/ Corporate Governance/ Articles of Incorporation. The working principles of the Board of Directors are regulated in Articles 19, 20, 21, 22, 23 in the Articles of Association of our Bank.
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 related with this. However, the shareholders allowed the Board of Directors to take other positions out of the Bank pursuant to the Article 396 of Turkish Commercial Code which is titled Prohibition of Competition in the 70th General Assembly Meeting 2024.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	2024 Integrated Annual Report Part: Committees
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/en/Bildirim/1295630

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)	-	Abdülkadir Aksu	Hayır (No)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Halil Çelik	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Credit Committee	Abdi Serdar Üstünsalih	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Credit Committee	Şahin Uğur	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Credit Committee	Mustafa Saydam	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Credit Committee (Substitute Member)	Halil Çelik	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Credit Committee (Substitute Member)	Adnan Ertem	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Haydar Kemal Kurt	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Sadık Yakut	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Abdülkadir Aksu	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Ali Tahan	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Korhan Turgut	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Ücret Komitesi (Remuneration Committee)	-	Sadık Yakut	Hayır (No)	Yönetim kurulu üyesi (Board member)
Ücret Komitesi (Remuneration Committee)	-	Dr. Adnan Ertem	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)	Home Page / Investor Relations / Corporate Governance / Committees https://www.vakifbank.com.tr/en/investor-relations/corporate-governance/committees
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)	Home Page / Investor Relations / Corporate Governance / Committees https://www.vakifbank.com.tr/en/investor-relations/corporate-governance/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)	In accordance with the Article 4.5.1 of Communiqué on Corporate Governance (II -17.1), Corporate Governance Committee carries out the duties of the Nomination Committee. Home Page / Investor Relations / Corporate Governance /Committees https://www.vakifbank.com.tr/en/investor-relations/corporate-governance/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)	Home Page / Investor Relations / Corporate Governance /Committees/Audit Committee https://www.vakifbank.com.tr/en/investor-relations/corporate-governance/committees According to the regulation in Article 27 of our Bank's Articles of Association, the Audit Committee is responsible for the early detection of factors that may jeopardize the Bank's existence, development, and continuity, as part of the "Early Detection and Management of Risks" outlined in the Turkish Commercial Code.
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)	Home Page / Investor Relations / Corporate Governance / Committees / Remuneration Committee https://www.vakifbank.com.tr/en/investor-relations/corporate-governance/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)	2024 Integrated Annual Report Part: Our Financial Capital, Evaluation Of The Banks Financial Position, Profitability And Solvency
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Home Page / Investor Relations / Corporate Governance / Policies / Remuneration Policy https://vbassets.vakifbank.com.tr/investor-relations/policies/remuneration-policy.pdf
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 Integrated Annual Report Part: Corporate Governance Principles Compliance Report, Monetary Benefits to the Board of Directors

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%	23	122
Diğer (Other)	Credit Committee	66.67%	0%	33	444
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	100%	40%	4	4
Ücret Komitesi (Remuneration Committee)	-	100%	0%	4	4