KAP

SARKUYSAN ELEKTROLİTİK BAKIR SANAYİ VE TİCARET A.Ş.

SARKY

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	None.

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/1293382
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	https://www.kap.org.tr/tr/Bildirim/1293382
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	No such process was carried out as part of 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)	In 2024, no such process was carried out as part of Article 9 of the Communique on Corporate Governance.
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 2024, no such process was carried out as part of Article 9 of the Communique on Corporate Governance.
The name of the section on the corporate website that demonstrates the donation policy of the company	Investor Relations section includes the related information both under Annual reports section and Minutes of General Assembly section under the Announcements segment.
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/1295716
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	None.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Company General Assembly is held as per the relevant Turkish Commercial Code and Capital Market Board provisions, being open to all shareholders, employees and physical persons permitted to participate in the assembly as part of the relevant regulations.

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	%9,62

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 extended.

1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy	The information can be accesses on www.sarkuysan.com under Homepage/Investor Relations/Annual Reports section.
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.	Dividend will be distributed.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	No proposal of not distributing dividends.

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
31/05/2024	0	%75,97	%22,66	%53,31	Investor Relations/Announcements	Investor Relations/Announcements/Minutes of Meeting	-	52	https://www.kap.org.tr/tr/Bildirim/1293382

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	Information specified under Corporate Governance Principle item 2.1.1 are disclosed on our Company?s website, www.sarkuysan.com, under the titles within ?Investor Relations? section and again under the ?Sarkuysan at Istanbul Stock Exchange? section on the homepage.
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.	The information can be accesses on www.sarkuysan.com under Homepage/Investor Relations/Partnership and Capital Structure section.
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	The information is provided under ?Corporate Governance Principles Compliance Report? section of the Company?s Annual Report.
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	The information is provided under ?Corporate Governance Principles Compliance Report? section of the Company?s Annual Report.
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	The information is provided under ?Corporate Governance Principles Compliance Report? section of the Company?s Annual Report.
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 amendments in the legislation which may significantly affect the activities of the corporation.
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 are no significant lawsuits filed against the corporation.
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	No consultancy or rating services are procured.
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 such cross-ownership subsidiary.
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 information is provided under ?Human Resources Policy? title of the ?Corporate Governance Principles Compliance Report? section of the Company?s Annual Report.

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	No remedy or severance policy is published on the Company?s Website.
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)	Human Resources Manager / 0 262 676 66 00
The contact detail of the company alert mechanism	Human Resources Manager / 0 262 676 66 00

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	The information is provided under ?Stakeholders? title of the ?Corporate Governance Principles Compliance Report? section of the Company?s Annual Report.
Corporate bodies where employees are actually represented	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 Board of Directors are fully authorized for the assignments to 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.	The information is provided under the Investor Relations Section on the Homepage of our Corporate Website and under the ?Human Resources Policy? title of the ?Corporate Governance Principles Compliance Report? section of the Company?s Annual Report.
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.	The information is provided under the Investor Relations Section on the Homepage of our Corporate Website and under the ?Human Resources Policy? title of the ?Corporate Governance Principles Compliance Report? section of the Company?s Annual Report.
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	The information is provided under the Investor Relations Section on the Homepage of our Corporate Website and under the ?Code of Ethics and Social Responsibility? title of the ?Corporate Governance Principles Compliance Report? Section of the Company?s Annual Report.
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 information is provided under the Investor Relations Section on the Homepage of our Corporate Website and under the ?Code of Ethics and Social Responsibility? title of the ?Corporate Governance Principles Compliance Report? Section of the Company?s Annual Report.
Any measures combating any kind of corruption including embezzlement and bribery	All required measures are taken by double signatures for all activities, control of supervisor, Enterprise Resource Planning (SAP) activities and authorization.

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	Hayrettin ÇAYCI, President, Executive, Hamit MÜCELLIT, Acting President, Executive, A. Hamdi BEKTAŞ, Member of the Board, Executive, Cenap TAŞKIN, Member of the Board, Executive, Diana Manuş URUN, Member of the Board, Non-Executive, Ipek ÖZCAN, Member of the Board, Non-Executive, Turgay ŞOHOĞLU, Member of the Board, Non-Executive, Bekir MENETLİOĞLU, Member of the Board, Non-Executive, Fatma Burcu CESUR, Member of the Board, Non-Executive, Fatma Zeynep KUMAN, Member of the Board, Non-Executive, Virma SÖKMEN, Member of the Board, Non-Executive, Ilfeta AKSOY, Member of the Board, Non-Executive, Mehmet Ali YILDIRIMTÜRK, Member of the Board, Non-Executive, Mehmet Nazmi ERTEN, Member of the Board, Non-Executive (No unlimited power of decision is given to anybody in our Company. Representation and binding of the Company in all transactions shall be JOINTLY signed by the President or Acting President, as well as a member of board with the related authority or the managing director.)
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	None
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	The information is provided under ?Internal Audits? and ?Risks and Assessment of the Board of Directors? titles of the annual report.
Name of the Chairman	Hayrettin Çaycı
Name of the CEO	Sevgür Arslanpay
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	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	Insured. The amount of the insurance coverage does not exceed 25% of the Company?s capital.
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	There are 6 woman directors in the Board of Directors. The percentage is: 42.86%

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
HAYRETTİN ÇAYCI		Male	Chairman of the Board	Manager	22/12/1995	Executive	Genel Müdür. Yönetim Kurulu Başkanı.Yönetim Kurulu Üyesi ,Tüzel Kişi Temsilcisi	Sarkuysan Şirketler Grubu' nda Yönetim Kurulu Başkanı. Yönetim Kurulu Başkan Vekili ,Tüzel Kişi Temsilcisi,Genel Müdür	Yes	9.62	B	Dependent Member
AHMET HAMDİ BEKTAŞ		Male	Member of the Board	Business and administration professionals	30/03/2005	Executive	Yönetim Kurulu Üyesi	Sarkuysan Şirketler Grubu' nda Yönetim Kurulu Başkan Vekili, Yönetim Kurulu Üyesi ,	Yes	3	A-B	Dependent Member
CENAP TAŞKIN		Male	Member of the Board	Manager	20/06/2013	Executive	Yönetim Kurulu Üyesi	Sarkuysan Şirketler Grubu' nda Yönetim Kurulu Üyesi ,	No	2.44	B	Dependent Member
TURGAY ŞOHOĞLU		Male	Member of the Board	Manager	28/03/2014	Non-Executive	Yönetim Kurulu Üyeliği	Yönetim Kurulu Üyeliği	No	1.3	A-B	Dependent Member				Kurumsal Yönetim Komitesinde Üye
BEKİR MENETLİOĞLU		Male	Member of the Board	Business and administration professionals	07/04/2017	Non-Executive	Yönetim Kurulu Üyeliği	Sarkuysan Şirketler Grubunda Yönetim Kurulu Üyesi	Yes	0.54	A B	Dependent Member				Kurumsal Yönetim Komitesinde Üye
HAMİT MÜCELLİT		Male	Deputy Chairman of the Board	Economist	01/10/2010	Executive	Yönetim Kurulu Üyesi-Yönetim Kurulu Başkan Vekilliği	Sarkuysan Şirketler Grubu' nda Yönetim Kurulu Başkan Vekili, Yönetim Kurulu Üyesi	Yes	0.78	A-B	Dependent Member
FATMA BURCU CESUR		Female	Member of the Board	Economist	29/06/2020	Non-Executive	Sarkuysan Şirketler Grubu' nda Yönetim Kurulu Üyesi	Sarkuysan Şirketler Grubu' nda Yönetim Kurulu Üyesi	Yes	0.52	B	Dependent Member				Kurumsal Yönetim Komitesi ve Riskin Erken Saptanma Komitesinde Üye
DİANA MANUŞ URUN		Female	Member of the Board	Business and administration professionals	07/04/2023	Non-Executive	-	-	No	3.96	-	Dependent Member
İPEK ÖZCAN		Female	Member of the Board	Other	07/04/2023	Non-Executive	-	-	No	0.08	B	Dependent Member
VİRMA SÖKMEN		Female	Member of the Board	Business and administration professionals	29/06/2020	Non-Executive	-	Yapı Kredi Bankası'nda Kredi Komitesi Üyesi	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1427736	Considered	No	Riskin Erken Saptanması Komitesinde Başkan ve Denetimden Sorumlu Komitesinde Üye
İLFETA AKSOY		Female	Member of the Board	Business and administration professionals	15/04/2022	Non-Executive	-	-	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1427736	Considered	No	Kurumsal Yönetim Komitesi ve Denetimden Sorumlu Komitesinde Üye
MEHMET ALİ YILDIRIMTÜRK		Male	Member of the Board	Electrical Engineer	15/04/2022	Non-Executive	-	-	Yes	0.01	B	Independent Member	https://www.kap.org.tr/tr/Bildirim/1427736	Considered	No	Denetimden Sorumlu Komite ve Riskin Erken Saptanması Komitesi
MEHMET NAZMİ ERTEN		Male	Member of the Board	Business and administration professionals	07/04/2023	Non-Executive	-	-	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1427736	Considered	No	Kurumsal Yönetim Komitesinde Başkan,Denetimden Sorumlu Komite Üyesi ve Riskin Erken Saptanma Komite üyesi
FATMA ZEYNEP KUMAN		Female	Member of the Board	Manager	18/04/2025	Non-Executive	-	-	No	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1427736	Considered	No	Denetimden Sorumlu Komite Başkanı

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	26
Director average attendance rate at board meetings	%100
Whether the board uses an electronic portal to support its work or not	Hayır (No)
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter	4 days
The name of the section on the corporate website that demonstrates information about the board charter	The information is provided under ?The Board of Directors? title of the ?Corporate Governance Principles Compliance Report? Section of the Company?s Annual Report.
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	Some of the Company's Members of the Board are executive managers at other companies or members in their board of directors. External commitments of the Board Members are permitted during the General Assembly as per articles 395 and 396 of TTC.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	The information is provided under ?The Board of Directors? title of the ?Corporate Governance Principles Compliance Report? Section of the Company?s Annual Report.
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/1427741

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 Zeynep KUMAN	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Mehmet Nazmi ERTEN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Virma SÖKMEN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Mehmet Ali YILDIRIMTÜRK	Hayır (No)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	İlfeta AKSOY	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Mehmet Nazmi ERTEN	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Turgay ŞOHOĞLU	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Fatma Burcu CESUR	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Bekir MENETLİOĞLU	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	İlfeta AKSOY	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Şefiye YAYLA	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Virma SÖKMEN	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Mehmet Nazmi ERTEN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Fatma Burcu CESUR	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Mehmet Ali YILDIRIMTÜRK	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)	The information is provided under ?The Board of Directors? title of the ?Corporate Governance Principles Compliance Report? Section of the Company?s Annual Report.
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)	The information is provided under ?The Board of Directors? title of the ?Corporate Governance Principles Compliance Report? Section of the Company?s Annual Report.
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)	The information is provided under ?The Board of Directors? title of the ?Corporate Governance Principles Compliance Report? Section of the Company?s Annual Report.
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)	The information is provided under ?The Board of Directors? title of the ?Corporate Governance Principles Compliance Report? Section of the Company?s Annual Report.
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)	The information is provided under ?The Board of Directors? title of the ?Corporate Governance Principles Compliance Report? Section of the Company?s Annual Report.

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 information is provided under ?Financial Status? Section of the Company?s Annual Report.
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	The information is provided under the Investor Relations Section on the Homepage of our Corporate Website and under the ?The Board of Directors? title of the ?Corporate Governance Principles Compliance Report? Section of the Company?s Annual Report.
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)	The information is provided under ?The Board of Directors? title of the ?Corporate Governance Principles Compliance Report? Section, as well as the ?Financial Rights given to the Members of the Board and Senior Executives? section of the Company?s Annual Report.

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)	Audit Committee	100%	100%	5	5
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	Corporate Governance Committee	100%	40%	3	3
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	Committee of Early Detection of Risk	100%	75%	6	6