KAP

PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET A.Ş.

PENTA

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	8

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/en/Bildirim/1283677
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	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)	https://www.kap.org.tr/en/Bildirim/1254576, https://www.kap.org.tr/en/Bildirim/1282186, https://www.kap.org.tr/en/Bildirim/1324533, https://www.kap.org.tr/en/Bildirim/1354474
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)	-
The name of the section on the corporate website that demonstrates the donation policy of the company	Corporate Governance / 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/en/Bildirim/1299161
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	13
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Shareholders and their representatives, a representative of the indepent audit company, a representative of the board of directors and some company employees attended the 2023 ordinary general assembly meeting.

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	%32,21

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	Corporate Governance / 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.	The decision taken by the Board of Directors on 08/05/2024 regarding the agenda item was read. It was opened for discussion. Since there were no other proposals or suggestions, this proposal was put to vote. The proposal "No dividend distribution for the year 2023 in order to evaluate the growth opportunities of the company and to ensure the continuity of cash flow" was unanimously accepted by the participants of the meeting.
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/1299161

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
13/06/2024	0	%41,33	%17,00	%83,00	Corporate Governance / General Assembly Information	Corporate Governance / General Assembly Information	-	200	https://www.kap.org.tr/en/Bildirim/1299161

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	Financial Information / KAP (PDP) Notifications / Corporate Governance / Contact
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.	https:// yatirimci.penta.com.tr/ corporate-governance Shareholders Structure
List of languages for which the website is available	Turkish, 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	Annual Report / Corporate Governance Principles Compliance Report / Section 5.1
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	Annual Report / Corporate Governance Principles Compliance Report / Section 5.3
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	Annual Report / Corporate Governance Principles Compliance Report / Section 5.2
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	Annual Report / Administrative, Legal and Other Operational Issues
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	Annual Report / Administrative, Legal and Other Operational Issues
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	-
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%	There is no cross-shareholding relationship in the capital of our company.
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	The inclusion of the sustainability section in the annual report has been excluded from the scope of obligation.

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance 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)	Managing Director
The contact detail of the company alert mechanism	etik.bildirim@penta.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	-
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 role of the Board of Directors in developing a succession plan for key managerial positions is included in internal regulations and human resources practices.
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.	Corporate / Human Resources
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.	Corporate / Human Resources
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	-
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
Any measures combating any kind of corruption including embezzlement and bribery	Anasayfa / Kurumsal / Rüşvet ve Yolsuzlukla Mücadele Politikamız

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	Hayır (No)
Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties	Mehmet Tütüncü ( Chairman) - Ali Ülker ( Deputy Chairman)
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	5
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	Annual Report / Corporate Governance Principles Compliance Report / Section 5.4
Name of the Chairman	Mehmet Tütüncü
Name of the CEO	Mürsel Özçelik
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	2 (33%)

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
MEHMET TÜTÜNCÜ		Male	Chairman of the Board	Managing Director / Chief Executive	22/05/2020	Non-Executive	Yönetim Kurulu Üyesi	Yıldız Holding A.Ş. CEO/Yönetim Kurulu Başkan Yardımcısı	Yes	-	-	Dependent Member
ALİ ÜLKER		Male	Deputy Chairman of the Board	Managing Director / Chief Executive	22/05/2020	Non-Executive	Yönetim Kurulu Üyesi	Yıldız Holding A.Ş. Yönetim Kurulu Başkanı	Yes	-	-	Dependent Member
MÜRSEL ÖZÇELİK		Male	Executive Director	Managing Director / Chief Executive	22/05/2020	Executive	Yönetim Kurulu Üyesi ve Murahhas Aza	-	No	7.17	-	Dependent Member
ERMAN KALKANDELEN		Male	Member of the Board	Managing Director / Chief Executive	22/05/2020	Non-Executive	Yönetim Kurulu Üyesi	Franklin Templeton Turkiye Danismanlik A.S. CEO	Yes	-	-	Dependent Member				Riskin Erken Saptanması Komitesi (üye)
AYTAÇ SANİYE MUTLUGÜLLER		Female	Member of the Board	Managing Director / Chief Executive	08/09/2021	Non-Executive	-	Yönetim Kurulu Üyeliği	Yes	-	-	Independent Member				Denetim Komitesi (başkan), Riskin Erken Saptanması Komitesi (başkan), Kurumsal Yönetim Komitesi (üye),
FATMA PINAR ILGAZ		Female	Member of the Board	Managing Director / Chief Executive	08/09/2021	Non-Executive	-	Argüden Yönetişim Akademisi Vakfı Yönetim Kurulu Başkan Yardımcısı, Özel Sektör Gönüllüleri Derneği Yönetim Kurulu Başkan Yardımcısı (OSGD), Yönetim Kurulunda Kadın Derneği İş Birlikleri Komitesi Üyesi, TÜSİAD Toplumsal Cinsiyet Eşitliği Çalışma Grubu Üyesi	No	-	-	Independent Member				Kurumsal Yönetim Komitesi (başkan), Denetim Komitesi (üye), Riskin Erken Saptanması Komitesi (üye)

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	22
Director average attendance rate at board meetings	%100
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	3
The name of the section on the corporate website that demonstrates information about the board charter	Articles of Association, article 10
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	Annual Report / Corporate Governance Principles Compliance Report / Section 5.3
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr /Bildirim/970603

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
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Fatma Pınar Ilgaz	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Aytaç Saniye Mutlugüller	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Osman Akbulut	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Denetim Komitesi (Audit Committee)	-	Aytaç Saniye Mutlugüller	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Fatma Pınar Ilgaz	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Aytaç Saniye Mutlugüller	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Fatma Pınar Ilgaz	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Erman Kalkandelen	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)	Annual Report Section 5.3
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)	Annual Report Section 5.3
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)	Annual Report Section 5.3
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)	Annual Report Section 5.3
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)	Annual Report Section 5.3

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)	Section 3 Sectoral Developments and Activities in the Reporting Period
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Corporate Governance / 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)	Section 6 Administrative, Legal and Other Operational Issues

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
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	100%	67%	5	5
Denetim Komitesi (Audit Committee)	-	100%	100%	5	5
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	67%	6	6