(*) The below list is based on the last 14 days’ notifications of the relevant year when only index/market/period is written, and on the basis of a 30 days period in other cases. For the searches for a wider period, please use “Detailed Search” page.
1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year
41
1.2. Right to Obtain and Examine Information
The number of special audit request(s)
Special auditor was not requested.
The number of special audit requests that were accepted at the General Shareholders' Meeting
Special auditor was not requested.
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/1563173
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
There was no such transaction.
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)
There was no such transaction.
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/en/Bildirim/1563118
The name of the section on the corporate website that demonstrates the donation policy of the company
About Us/Ethical Principles and 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/424828
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
Articles of Association: Articles 17-23
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
Shareholders and representatives, the Members of the Board of Directors, the Company Auditor, the General Secretary and personnel involved in General Assembly preparations attended the 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.
None.
The percentage of ownership of the largest shareholder
%43,63
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 enlarged.
1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy
Investor Relations/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.
Agenda item number 8: Regarding the determination of the use of the 2025 profit, in line with the proposal submitted to the approval of the General Assembly with the resolution of the Board of Directors dated February 27, 2026, and numbered 2026/08, it was approved by majority vote, with TL 268,376,233.622 aye votes against TL 2 nay votes, not to distribute dividend due to the period loss calculated in accordance with the capital markets legislation and to set the VUK (Tax Procedure Law) profit aside as extraordinary reserve.
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/1575797
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
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
About Us and Investor Relations sections
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.
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 of the Board of Directors for the Period 1 January - 31 December 2025: Structure and Composition of the 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
Annual Report of the Board of Directors for the Period 1 January - 31 December 2025: The Number, Structure, and Independence of the Committees Formed 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
Annual Report of the Board of Directors for the Period 1 January - 31 December 2025: 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 has not been any amendment in the legislation, which may significantly affect the activities of the corporation. Annual Report of the Board of Directors for the Period 1 January - 31 December 2025: Important Developments in the Reporting Period
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
There has not been any significant lawsuit filed against the corporation and the possible results thereof. Annual Report of the Board of Directors for the Period 1 January - 31 December 2025: Important Developments in the Reporting Period
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
There has not been any conflict of interest. Annual Report of the Board of Directors for the Period 1 January - 31 December 2025: Important Developments in the Reporting Period
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 are no cross ownership subsidiaries. Annual Report of the Board of Directors for the Period 1 January - 31 December 2025: Explanations on Privileged Shares, Voting Rights of Shares and Transfer of Shares
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
Annual Report of the Board of Directors for the Period 1 January - 31 December 2025: General Information
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
There has not been any lawsuit filed against the Company in relation to breach of employee rights and there has not been any definite conviction.
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
Ethics Board
The contact detail of the company alert mechanism
brisa@etikhat.com
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
There are no corporate bodies where employees are actually represented, while Petroleum Chemical and Rubber Industry Workers' Union of Türkiye (Lastik-İş) represents blue-collar 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
The Corporate Governance Committee oversees the backup efforts for key management positions.
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/Ethical Principles and Policies: Human Rights Policy & Brisa Code Of Business Ethics
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/Ethical Principles and Policies: Human Rights Policy & Brisa Code Of Business Ethics
The number of definitive convictions the company is subject to in relation to health and safety measures
There has not been any definite convictions the Company is subject to in 2025 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
About Us/Ethical Principles and Policies: Brisa Code Of Business 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.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
Internal Audit Department submitted audit results of seven business processes to the Audit Committee.
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
Internal Audit Activities
Name of the Chairman
Burak Turgut Orhun
Name of the CEO
Vecih Yılmaz
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
Irrelevant because CEO and Chair functions are not combined.
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/en/Bildirim/1519306
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
3 - %27
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
BURAK TURGUT ORHUN
Male
Chairman of the Board
Managing Director / Chief Executive
30/04/2025
Executive
-
Sabancı Holding President of Strategic Investments
Yes
-
-
Dependent Member
Not Considered
No
TOMIO FUKUZUMI
Male
Deputy Chairman of the Board
Managing Director / Chief Executive
21/12/2022
Executive
-
-
Yes
-
-
Dependent Member
Not Considered
No
Corporate Governance Committee and Early Identification of Risk Committee Member
Mustafa BAYRAKTAR
Male
Member of the Board
Managing Director / Chief Executive
19/04/2004
Non-Executive
-
Hüseyin Bayraktar Yatırım Holding Chairperson of the Board
Yes
-
-
Dependent Member
Not Considered
No
UMUT ZENAR
Male
Member of the Board
Managing Director / Chief Executive
01/04/2026
Non-Executive
-
Sabancı Holding President of Strategic Investments and Operations
Yes
-
-
Dependent Member
Not Considered
No
JACQUES JOHANNES FOURIE
Male
Member of the Board
Managing Director / Chief Executive
26/02/2025
Non-Executive
-
Bridgestone Africa, Middle East and CIS President
Yes
-
-
Dependent Member
Not Considered
No
EL?BIETA OUSSAR
Female
Member of the Board
Managing Director / Chief Executive
09/10/2026
Non-Executive
-
Bridgestone EMEA Logistics and Supply Chain Management Vice President
No
-
-
Dependent Member
Not Considered
No
KHADIJA ABDULLAH QUICK
Female
Member of the Board
Managing Director / Chief Executive
09/10/2026
Non-Executive
-
Bridgestone EMEA Legal and Compliance Executive Director
No
-
-
Dependent Member
Not Considered
No
VECİH YILMAZ
Male
Member of the Board
Managing Director / Chief Executive
01/01/2026
Executive
-
-
Yes
-
-
Dependent Member
Not Considered
No
SAKİNE ŞEBNEM ALICI
Female
Member of the Board
Managing Director / Chief Executive
20/09/2022
Non-Executive
-
Sabancı Holding Legal and Compliance President
No
-
-
Dependent Member
Not Considered
No
Corporate Governance Committee and Early Identification of Risk Committee Member
AHMET ERDEM
Male
Member of the Board
Managing Director / Chief Executive
01/04/2023
Non-Executive
-
Country Chair of Shell Türkiye, Chairperson of Shell & Turcas A.Ş.
Number of physical or electronic board meetings in the reporting period
4
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
7-10 days
The name of the section on the corporate website that demonstrates information about the board charter
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
There is no policy to restrict BoD Members to hold external duties.
4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented
Annual Report of the Board of Directors for the Period 1 January - 31 December 2025: The Number, Structure, and Independence of the Committees Formed within the Board of Directors
Link(s) to the PDP announcement(s) with the board committee charters
https://www.kap.org.tr/en/Bildirim/1558282
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)
-
Fatma Dilek Yardım
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)
-
Ahmet Erdem
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Ahmet Erdem
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Tomio Fukuzumi
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Sakine Şebnem Alıcı
Hayır (No)
Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
Elif Küçükçobanoğlu
Hayır (No)
Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
Ahmet Erdem
Evet (Yes)
Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
Tomio Fukuzumi
Hayır (No)
Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
Sakine Şebnem Alıcı
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 of the Board of Directors for the Period 1 January - 31 December 2025: The Number, Structure, and Independence of the Committees Formed within the Board of Directors/Audit Committee
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 of the Board of Directors for the Period 1 January - 31 December 2025: The Number, Structure, and Independence of the Committees Formed within the Board of Directors/Corporate Governance Committee
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 of the Board of Directors for the Period 1 January - 31 December 2025: The Number, Structure, and Independence of the Committees Formed within the Board of Directors/Corporate Governance Committee
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 of the Board of Directors for the Period 1 January - 31 December 2025: The Number, Structure, and Independence of the Committees Formed within the Board of Directors/Early Identification of Risk Committee
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 of the Board of Directors for the Period 1 January - 31 December 2025: The Number, Structure, and Independence of the Committees Formed within the Board of Directors/Corporate Governance Committee
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)
-
Specify the section of website where remuneration policy for executive and non-executive directors are presented.
About Us/Ethical Principles and Policies/Remuneration Policy
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)
Annual Report of the Board of Directors for the Period 1 January - 31 December 2025: Financial Rights Granted to Members of the Governing Body and Senior Managers
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%
8 (Including internal audit meetings)
10 (Including reporting of internal audit results)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)
-
75%
25%
4
5
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)
-
67%
33%
4
5
BRİSA BRİDGESTONE SABANCI LASTİK SANAYİ VE TİCARET A.Ş.