KAP

ANADOLU ISUZU OTOMOTİV SANAYİ VE TİCARET A.Ş.

ASUZU

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	During the period, our Company held 1 online meeting with analysts.

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	None.
The number of special audit requests that were accepted at the General Shareholders' Meeting	None.

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/1262230
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Provided both in Turkish and English.
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)	https://www.kap.org.tr/tr/Bildirim/1273986
The name of the section on the corporate website that demonstrates the donation policy of the company	Although the Company does not have a separate policy on donations and grants, this issue is regulated in detail in the articles of association. https://www.anadoluisuzu.com.tr/en/corporate-governance/articles-of-association
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	Article 16
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	On April 19, 2024, Ordinary General Assembly meeting was attended by some stakeholders such as auditors, rating agencies and employees as observers within the knowledge of the Company.

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.	There are no voting privileges.
The percentage of ownership of the largest shareholder	%55,40

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	https://www.anadoluisuzu.com.tr/en/corporate-governance/corporate-management-principles-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 Board of Directors did not make any such proposal.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	The Board of Directors did not make any such proposal.

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
19/04/2024	0	%82,67	%0,00	%82,67	Corporate Governance / General Assembly Meetings	Corporate Governance / General Assembly Meetings	11	0	https://www. kap.org.tr/tr/ Bildirim/1275157

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	Corporate Governance & 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.	It is not available on our corporate website and is disclosed on PDP under General Information - Capital and Shareholding 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	Corporate Governance / Section V: Board of Directors / 5.1. Structure and Composition of the Board of Directors and Corporate Governance - Annex:3
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 / Section V: Board of Directors / 5.3. Number, Structure and Independence of the 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 / Section V: Board of Directors / 5.2. 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	There are no legislative changes that may significantly affect the Company's operations.
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	Explained under the "Other Activities and Information" section of the annual report.
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	None.
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/4.4. Code of Ethics and Social Responsibility Corporate Governance/4.3 Human Resources Policy.

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	Corporate Governance / Corporate Governance Principles Policies / Compensation Policy
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)	General Manager
The contact detail of the company alert mechanism	etik@isuzu.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	Labor Union

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 succession plan is regularly evaluated within the scope of Organizational Development Meetings covering all employees across Anadolu Isuzu and Anadolu Group companies. Key Executive plans are also reviewed during this process. In case of changes in the relevant positions, the Management Board approval is obtained.
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.	About Us / Human Resources 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.	About Us / Human Resources Policy
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	None.
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.	There is no corporate social responsibility report. About Us / Environmental Policy; About Us / Social Responsibility; About Us / Business Continuity Policy; About Us / Business Continuity Policy; "
Any measures combating any kind of corruption including embezzlement and bribery	Bribery and corruption are prohibited in our Company in all circumstances and will be tolerated with zero tolerance. This prohibition covers all activities of our Company. All employees and third parties acting on behalf of our Company are obliged to comply with anti-bribery and anti-corruption rules and relevant national and international laws and regulations.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	None.
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	None.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	4
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	Corporate Governance /5.4. Risk Management and Internal Control Mechanism
Name of the Chairman	Tuncay Özilhan
Name of the CEO	Yusuf Tuğrul Arıkan
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	It is 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	https://www.kap.org.tr/tr/Bildirim/1248949
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 6,7%

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
TUNCAY ÖZİLHAN		Male	Chairman of the Board	Business and administration professionals		Non-Executive	Yönetim Kurulu Üyeliği	AG Anadolu Grubu Holding A.Ş.'de Yönetim Kurulu Başkanlığı. Anadolu Grubu Şirketlerinde Yönetim Kurulu Başkanlığı. Başkan Vekilliği ve Üyeliği		-	A	Dependent Member
KAMİLHAN SÜLEYMAN YAZICI		Male	Deputy Chairman of the Board	Business and administration professionals		Non-Executive	Yönetim Kurulu Üyeliği	AG Anadolu Grubu Holding A.Ş.'de Yönetim Kurulu Başkan Vekilliği, Anadolu Grubu Şirketlerinde Yönetim Kurulu Üyeliği		-	A	Dependent Member
TALİP ALTUĞ AKSOY		Male	Member of the Board	Business and administration professionals	27/04/2023	Non-Executive	Yönetim Kurulu Üyeliği	Anadolu Grubu şirketlerinde Yönetim Kurulu Üyeliği		-	A	Dependent Member				Kurumsal Yönetim Komitesi Üyeliği
EFE YAZICI		Male	Member of the Board	Business and administration professionals	03/05/2017	Non-Executive	Yönetim Kurulu Üyeliği	Anadolu Grubu şirketlerinde Yönetim Kurulu Üyeliği		-	A	Dependent Member				Kurumsal Yönetim Komitesi Üyeliği
MEHMET HURŞİT ZORLU		Male	Member of the Board	Business and administration professionals	04/10/2016	Non-Executive	Anadolu Grubu İcra Başkanı; Anadolu Grubu şirketlerinde Yönetim Kurulu Üyeliği	-		-	A	Dependent Member				Kurumsal Yönetim Komitesi Üyeliği ve Riskin Erken Saptanması Komitesi Üyeliği
RECEP YILMAZ ARGÜDEN		Male	Member of the Board	Business and administration professionals	27/04/2023	Non-Executive	Yönetim Kurulu Üyesi	Anadolu Grubu Şirketlerinde Yönetim Kurulu Üyeliği; ARGE Danışmanlık ve Rothschild&Co Türkiye Yönetim Kurulu Başkanı;Akiş Gayrimenkul ve Marmara Grubu Yönetim Kurulu Üyesi; Argüden Yönetim Akademisi Mütevelli Heyet Başkanı; Altınbaş Üniversitesi Mütevelli Heyet Üyesi; Türkiye Basketbol Federasyonu Asbaşkanı	Yes	-	A	Dependent Member				Kurumsal Yönetim Komitesi Üyeliği
ÖZDEMİR OSMAN KURDAŞ		Male	Member of the Board	Business and administration professionals	27/04/2023	Non-Executive	Yönetim Kurulu Üyesi	GSD A.Ş. CEO, Kamil Yazıcı Yönetim Ve Danışmanlık A.Ş. Yönetim Kurulu Üyeliği	No	-	A	Dependent Member				Riskin Erken Saptanması Komitesi Üyeliği
SADETTİN AHMET BİLGİÇ		Male	Member of the Board	Business and administration professionals	19/04/2024	Non-Executive	Yönetim Kurulu Üyesi	-	No	-	A	Dependent Member				Sürdürülebilirlik Komitesi Üyeliği
MÜNÜR YAVUZ		Male	Member of the Board	Business and administration professionals	19/04/2024	Non-Executive	-	-		-	B	Independent Member	https://www.kap.org.tr/tr/Bildirim/1275157	Considered	No	Denetimden Sorumlu Komite Üyeliği
ALİ TARIK TUNALIOĞLU		Male	Member of the Board	Business and administration professionals	19/04/2024	Non-Executive	-	Selek Stratejik ve Kurumsal Yönetim Danışmanı		-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1275157	Considered	No	Riskin Erken Saptanması Komitesi Üyeliği
LALE DEVELİOĞLU		Female	Member of the Board	Industrial Engineer	22/04/2022	Non-Executive	-	Yönetim Kurulu Üyesi-Kadın Derneği,Aksa Akrilik,Nobel İlaç	No	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1275157	Considered	No	Kurumsal Yönetim Komitesi Başkanı ve Riskin Erken Saptanması Komitesi Başkanı
BARIŞ TAN		Male	Member of the Board	Academician	22/04/2022	Non-Executive	-	Koç Üniversitesi - İşletme ve Endüstri Mühendisliği Öğretim Üyesi, Kyoto University Graduate School of Management - Danışma Kurulu Üyesi, E.M. Lyon - Uluslararası Danışma Kurulu Üyesi, Nottingham Business School - Uluslararası Danışma Kurulu Üyesi, ISM University of Management and Economics - Senato Başkanı	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1275157	Considered	No	Denetim Komitesi Başkanlığı
YUSUF KAMİL SONER		Male	Member of the Board	Academician	22/04/2022	Non-Executive	-	-	No	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1275157	Considered	No	Sürdürülebilirlik Komitesi Başkanlığı
REO SAWADA		Male	Member of the Board	Business and administration professionals	06/08/2019	Non-Executive	Genel Müdür Danışmanı	Isuzu Motors Ltd. Yöneticilik		-	B	Dependent Member
TOMOYUKI YAMAGUCHI		Male	Member of the Board	Business and administration professionals	11/08/2023	Non-Executive	-	Isuzu Motors Ltd. Yöneticilik		-	B	Dependent Member

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	5
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	No written deadline has been set in this regard; however, the Company Management provides information and documents to the members within a reasonable period of time prior to the meetings and it is ensured that this period is at least 3 days.
The name of the section on the corporate website that demonstrates information about the board charter	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 / Section V: Board of Directors / 5.3. Number, Structure and Independence of the 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/367357, https://www.kap.org.tr/tr/Bildirim/367358, https://www.kap.org.tr/tr/Bildirim/1287203

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)	-	Lale DEVELİOĞLU	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Talip Altuğ AKSOY	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Efe YAZICI	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Recep Yılmaz ARGÜDEN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Mehmet Hurşit ZORLU	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Burak BAŞARIR	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Neşet Fatih VURAL	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Denetim Komitesi (Audit Committee)	-	Barış TAN	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Münür YAVUZ	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Lale DEVELİOĞLU	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Ali Tarık TUNALIOĞLU	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Mehmet Hurşit ZORLU	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Özdemir Osman KURDAŞ	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability Committe	Yusuf Kamil SONER	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability Committe	Burak BAŞARIR	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Sustainability Committe	Sadettin Ahmet BİLGİÇ	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability Committe	Bora KOÇAK	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)	Annual Report /Corporate Governance /Assessment on the Working Principles and Effectiveness of the Board 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)	Annual Report /Corporate Governance /Assessment on the Working Principles and Effectiveness of the Board 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)	Corporate Governance / Committees / Corporate Governance Committee Regulation
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 /Corporate Governance /Assessment on the Working Principles and Effectiveness of the Board 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)	Corporate Governance / Committees / Corporate Governance Committee Regulation

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)	The Chairman of the Board of Directors / Automotive Group President and General Manager's message is included in the annual report
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Corporate Governance / 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)	Financial Review / Notes to the Consolidated Financial Statements

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%	14%	4	4
Denetim Komitesi (Audit Committee)	-	100%	100%	4	4
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	50%	2	6