KAP

CARREFOURSA CARREFOUR SABANCI TİCARET MERKEZİ A.Ş.

CRFSA

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 has not organized investor conferences and meetings.

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	A Special Auditor has not been requested.
The number of special audit requests that were accepted at the General Shareholders' Meeting	A Special Auditor has not been 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/tr/Bildirim/1395256
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	The company does not have such transactions.
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)	The company does not have such transactions.
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 company does not have such transactions.
The name of the section on the corporate website that demonstrates the donation policy of the company	Corporate/ Investor Relations /Corporate Governance / Our Corporate Governance / Our Policies/ Donations and Grants Policy
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/424696
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Article 26
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Company shareholders and their representatives, Board Members, Company Auditor and personnel in charge of General Meeting preparations participated to the General 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.	There are no votes with preferential rights.
The percentage of ownership of the largest shareholder	%57,12

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.	Minority Rights has not been extended.

1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy	Investor Relations /Corporate Governance / Our Corporate Governance / Our Policies/ Profit Distribution Policy
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.	TL 2,850,974,000 "Net Loss for the Period" was included in the financial statements for the accounting period 01.01.2024 - 31.12.2024 and TL 4,096,515,000 "Loss for the period" has been included in the profit and loss account prepared in accordance with the provisions of the Tax Procedure Law ("TPL") and in accordance with the proposal of the Board of Directors regarding the appropriation of the profit for the period; a) not to distribute dividends as there is no distributable profit base after the adjustments made in accordance with the CMB regulations, b) to transfer TL 2,850,974 thousand of the net profit for the period to the aforementioned accumulated losses in the financial statements prepared in accordance with the Communiqué and TL 4,096,515 thousand of the net loss for the period to the aforementioned accumulated losses in the financial statements prepared in accordance with the provisions of the TPL.
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/1413022

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
26/03/2025	0	%90,72	%0,05	%90,67	Investor Relations/General Meeting /2024	No questions have been asked.	-	0	https://www.kap.org.tr/tr/Bildirim/1413022

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	Corporate/ Investor Relations / Corporate Information, Corporate Governance, Financial Informations, General Assembly, Investor Relations Contact Information
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.	Corporate/ Investor Relations / Corporate Information / Shareholding 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	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	Number, Structure and Independency of the Committees Associated with the Board
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	Principles of Activity for the Board
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	Other Disclosures/Information on Significant Lawsuits Filed against the Company and Continuing and Their Possible Consequences
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	Other Disclosures/Information on Significant Lawsuits Filed against the Company and Continuing and Their Possible Consequences
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 are no 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%	We do not have such mutual participations.
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	Statement of Compliance with Corporate Governance and Sustainability Principles/Compliance with Corporate Governance Principles

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	250
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Internal Audit Group Manager
The contact detail of the company alert mechanism	etik@carrefoursa.com - 0216 577 14 90

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	Blue collar employees are covered by a Collective Agreement. We do not have a management body representing other personnel.

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	A succession plan is made every year at certain times for the key management positions. This plan is based on the principle of identifying persons to be assigned for key management positions in case of a vacancy and training such persons. The Board's approval is required for identifying and appointing the executives to be appointed 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.	Corporate/ Our Policies / Employment Ethical Principles (Our company selects its personnel based on principle of equal employment opportunity and does not discriminate based on race, colour, gender, nationality, religion, age, marital status, physical disabilities, and it is committed to follow this principle throughout the professional life. Employee actions comply with the companys interests and employees comply with all ethical principles based on Company Values, responsibilities and their priorities.)
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/ Our Policies / Employment Ethical Principles (Our company selects its personnel based on principle of equal employment opportunity and does not discriminate based on race, colour, gender, nationality, religion, age, marital status, physical disabilities, and it is committed to follow this principle throughout the professional life. Employee actions comply with the companys interests and employees comply with all ethical principles based on Company Values, responsibilities and their priorities.)Corporate/ Our Policies / Employment Ethical Principles (Our company selects its personnel based on principle of equal employment opportunity and does not discriminate based on race, colour, gender, nationality, religion, age, marital status, physical disabilities, and it is committed to follow this principle throughout the professional life. Employee actions comply with the company?s interests and employees comply with all ethical principles based on Company Values, responsibilities and their priorities.)
The number of definitive convictions the company is subject to in relation to health and safety measures	1

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	Corporate/Our Policies / Employment Ethical Principles
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.	Corporate/ Corporate Social Responsibility
Any measures combating any kind of corruption including embezzlement and bribery	Corporate/ Our Policies / Anti-Bribery and Anti-Corruption Policy

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	10.12.2024
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	Nusret Orhun Köstem (Board Chairman)- Laurent Charles René Vallée (Deputy Chairman of the Board)
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	32
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	Compliance to Corporate Governance Principles / Risk Management and Internal Control Mechanism
Name of the Chairman	Nusret Orhun Köstem
Name of the CEO	Kutay Kartallıoğlu
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	-
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	We do not have a written policy.
The number and ratio of female directors within the Board of Directors	1 (one) - %8,33

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
NUSRET ORHUN KÖSTEM		Male	Chairman of the Board	Manager	01/07/2021	Non-Executive	-	-	Yes	-	-	Dependent Member		Not Considered	No
LAURENT CHARLES RENÉ VALLÉE		Male	Deputy Chairman of the Board	Manager	01/07/2019	Non-Executive	-	-	Yes	-	-	Dependent Member		Not Considered	No
HALUK BAL		Male	Member of the Board	Manager	18/03/2021	Non-Executive	-	-	Yes	-	-	Independent Member		Considered	No	Denetim Komitesi (Üye) ve Riskin Erken Saptanması Komitesi (Başkan)
MEVLÜT AYDEMİR		Male	Member of the Board	Manager	18/03/2021	Non-Executive	-	-	Yes	-	-	Independent Member		Considered	No	Kurumsal Yönetim Komitesi (Başkan) ve Denetim Komitesi (Üye)
ATIL SARYAL		Male	Member of the Board	Manager	18/03/2021	Non-Executive	-	-	Yes	-	-	Independent Member		Considered	No
BÜLENT BOZDOĞAN		Male	Member of the Board	Manager	14/09/2021	Non-Executive	-	-	Yes	-	-	Independent Member		Considered	No	Denetim Komitesi (Başkan) ve Riskin Erken Saptanması Komitesi (Üye)
SAKİNE ŞEBNEM ÖNDER		Female	Member of the Board	Manager	14/09/2022	Non-Executive	-	-	Yes	-	-	Dependent Member		Not Considered	No	Riskin Erken Saptanması Komitesi(Üye), Kurumsal Yönetim Komitesi (Üye)
GÖKHAN EYİGÜN		Male	Member of the Board	Manager	10/03/2023	Non-Executive	-	-	Yes	-	-	Dependent Member		Not Considered	No
MARC-OLIVIER PIERRE JEAN FRANÇOIS ROCHU		Male	Member of the Board	Manager	05/06/2023	Non-Executive	-	-	Yes	-	-	Dependent Member		Not Considered	No
MUSTAFA KEREM TEZCAN		Male	Member of the Board	Manager	05/02/2024	Non-Executive	-	-	Yes	-	-	Dependent Member		Not Considered	No
MUSTAFA ÖZTURAN		Male	Member of the Board	Manager	25/04/2024	Non-Executive	-	-	Yes	-	-	Dependent Member		Not Considered	No
PATRICK YVON PHILIPPE LASFARGUES		Male	Member of the Board	Manager	13/01/2025	Non-Executive	-	-	Yes	-	-	Dependent Member		Not Considered	No

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	4
Director average attendance rate at board meetings	%87,50
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	Information and documents related to the issues on the agenda of the Board of Directors meeting are made available to the members of the Board of Directors one week prior to the meeting by ensuring equal flow of information.
The name of the section on the corporate website that demonstrates information about the board charter	Corporate/Investor Relations / Corporate Information / Articles of Association and Amendments
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	Independence,number and structure of the Committees under BOD
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/1280772

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)	-	Mevlüt Aydemir	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Sakine Şebnem Önder	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Patrick Yvon Philippe Lasfargues	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Haluk Bal	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Bülent Bozdoğan	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Sakine Şebnem Önder	Hayır (No)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Bülent Bozdoğan	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Haluk Bal	Hayır (No)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Mevlüt Aydemir	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)	Corporate/ Investor Relations/ Corporate Governance / Our Corporate Governance/ BOD 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)	Corporate/ Investor Relations/ Corporate Governance / Our Corporate Governance/ BOD 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/ Investor Relations/ Corporate Governance / Our Corporate Governance/ BOD 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)	Corporate/ Investor Relations/ Corporate Governance / Our Corporate Governance/ BOD 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/ Investor Relations/ Corporate Governance / Our Corporate Governance/ BOD 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)	Compliance with the Principles of Corporate Governance and Sustainability/ Company's Strategic Objectives
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Corporate/ Investor Relations / Corporate Governance / Our Corporate Governance / 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)	Compliance with the Principles of Corporate Governance and Sustainability/Financial Rights

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	4
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	66%	7	7
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	100%	50%	4	4