KAP

KONYA ÇİMENTO SANAYİİ A.Ş.

KONYA

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	No investor conference or meeting was held.

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	0
The number of special audit requests that were accepted at the General Shareholders' Meeting	0

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/1264009
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Materials for the General Assembly Meeting were provided in Turkish, not in 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	No such transaction in the context 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)	https://www.kap.org.tr/tr/Bildirim/1264201
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/1264201
The name of the section on the corporate website that demonstrates the donation policy of the company	Yatırımcı Köşesi, Kurumsal Uyum, 17. Bağış ve Yardım Politikası
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/268298
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	The regulations regarding participation to the General Assembly are included in the 38th and 39th articles of the articles of association.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	The list of attendees of the general assembly can be accessed via the link https://www.kap.org.tr/tr/Bildirim/1128203. In addition to the shareholders, the board members and the representative of the independent audit firm attended the general assembly.

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 is no privilege for voting.
The percentage of ownership of the largest shareholder	%81,88

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.	The scope of minority rights are not enlarged in the articles of the association.

1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy	Yatırımcı Köşesi, Kurumsal Uyum, 16. Kar Dağıtım Politikası
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.	12. PROVIDING INFORMATION AS TO THE DISTRIBUTION OF PROFIT POLICY OF THE COMPANY AND THE FOLLOWING RESOLVING ON THE PROPOSAL REGARDING PROFIT DISTRIBUTION PROPOSED BY THE BOARD OF DIRECTORS AS TO THE DISTRIBUTION OF PROFIT EARNED IN 2022. Company?s Dividend Policy which has been prepared according to Capital Market Legislation and approved by general assembly before have been read. Company?s Dividend Policy take place in company web site. Chairman of General Assembly has stated that there is a decision of Board of Directors, dated 28.02.2023 about distribution of the year 2022 profit. Proposal has been read. Board of Directors? profit distribution proposal has been put to the vote of the General Assembly. As a result of voting; it has been accepted by majority of votes who were present at the meeting, with 4.106.724,535 aye votes and 48 nay votes, that as a result of Company?s 2022 year operations; out of the company?s profit determined in the consolidated financial statements according to The Capital Market Board?s II-14.1 serial numbered announcement articles, , to improve the financial structure of company and not to have financial need, not to distribute any profit from 2022 distributable profit and this amount will be added to Extraordinary Reserves, in line with the Turkish Commercial Code?s article 523, article 62 of Articles of Incorporation, The Capital Market Board?s regulations related to the subject and the decision made in the Board of Directors meeting dated 28.02.2023.Opposition Statement: Shareholder Atilla Cengiz, who participated electronically, gave opposition statement that read in the general assembly. He requested a capital increase.
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/1284231

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
09/05/2024	0	%85,01	%0,10	%84,91	Yatırımcı Köşesi, Kurumsal Uyum, 9. Genel Kurul Toplantı Tutanakları	Yatırımcı Köşesi, Kurumsal Uyum, 9. Genel Kurul Toplantı Tutanakları	14	119	https://www.kap.org.tr/tr/Bildirim/1284231

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	Yatırımcı Köşesi, Kurumsal Uyum
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.	Yatırımcı Köşesi, Kurumsal Uyum, 2. Ortaklık Yapısı
List of languages for which the website is available	Turkish

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	Not included in the 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	Kurumsal Yönetim İlkelerine Uyum Raporu, 26. madde.
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	Not included in the 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	Not included in the annual report.
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	Hukuki Durum
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	Investment consulting and rating services are not taken.
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%	İştiraklerimiz
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	İnsan Kaynakları Politikası, Kurumsal Yönetim İlkelerine Uyum Raporu, 17. madde Sosyal Sorumluluk.

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	There is no employee remedy or severance policy.
The number of definitive convictions the company was subject to in relation to breach of employee rights	5
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	HR Directorate
The contact detail of the company alert mechanism	0332 3460355

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	There is no internal regulation of participation of employees on management bodies.
Corporate bodies where employees are actually represented	Union Representation

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	There is no succession plan.
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.	It has been arranged by the HR Directorate and has not been shared with the public.
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.	It has been arranged by the HR Directorate and has not been shared with the public.
The number of definitive convictions the company is subject to in relation to health and safety measures	0

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	https://www.konyacimento.com.tr/etik-davranis-kurallarimiz
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.	https://www.konyacimento.com.tr/sosyal-sorumluluk
Any measures combating any kind of corruption including embezzlement and bribery	All necessary measures are taken combating any kind of corruption including embezzlement and bribery. In-company trainings are organized to increase employee awareness.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	There is no board performance evaluation.
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	Mehmet DÜLGER: Chairman. Gianfranco Lubiesny TANTARDINI: Vice Chairman.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	Four reports were submitted quarterly.
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	Kurumsal Yönetim İlkeleri Uyum Raporu, 21. Risk Yönetim ve İç Kontrol Mekanizması.
Name of the Chairman	Mehmet DÜLGER
Name of the CEO	Hüseyin Burak AKIN
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	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	There is no executive liability insurance.
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	3 members, % 25

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 DÜLGER		Male	Chairman of the Board	Architect	31/03/2010	Non-Executive	Yönetim Kurulu Başkanı	-		-	-	Dependent Member			Yes	Denetimden Sorumlu Komite (Başkan). Kurumsal Yönetim Komitesi (Başkan). Aday Gösterme ve Ücret Komitesi (Başkan). Riskin Erken Saptanması Komitesi (Başkan)
GIANFRANCO LUBIESNY TANTARDINI		Male	Deputy Chairman of the Board	Managing Director / Chief Executive	30/04/2018	Executive	Yönetim Kurulu Üyesi	VICAT Grubunda Yönetici		-	-	Dependent Member
GUY DOMINIQUE LOİS SIDOS		Male	Member of the Board	Engineer	30/03/2006	Executive	Yönetim Kurulu Üyesi	VICAT Grup Yönetim Kurulu Başkanı		-	-	Dependent Member				Denetimden Sorumlu Komite (Üye)
JACQUES MERCERON VICAT		Male	Member of the Board	Engineer	28/11/1991	Non-Executive	Yönetim Kurulu Üyesi	Vicat Grubunda Yönetici		-	-	Dependent Member
LOUIS MERCERON VICAT		Male	Member of the Board	Business and administration professionals	20/03/2003	Non-Executive	Yönetim Kurulu Üyesi	VICAT Grubunda Yönetim Kurulu Üyesi		-	-	Dependent Member
SOPHIE SIDOS		Female	Member of the Board	Accounting and Audit Professional	20/03/2013	Non-Executive	Yönetim Kurulu Üyesi	VICAT Grubunda Yönetim Kurulu Üyesi		-	-	Dependent Member
HÜSEYİN ERKAN		Male	Member of the Board	Business and administration professionals	21/03/2012	Non-Executive	Yönetim Kurulu Üyesi	BİST Yön. Kur. Üyeliği ve Başkanlığı (2007-2012)	Yes	-	-	Dependent Member			Yes
HÜSEYİN ÇEVİK		Male	Member of the Board	Businessman / Businesswoman	28/03/2019	Non-Executive	Yönetim Kurulu Üyesi	Konya Ticaret Borsası Yönetim Kurulu Başkanı		-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/913151	Considered		Denetim Komitesi (Üye). Riskin Erken Saptanması Komitesi (Üye).
ZEYNEP KARAÇOR		Female	Member of the Board	Academician	25/03/2021	Non-Executive	-	Akademisyen		-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/913151	Considered		Denetim Komitesi (Başkan). Kurumsal Yönetim Komitesi (Başkan). Aday Gösterme ve Ücret Komitesi (Başkan). Riskin Erken Saptanması Komitesi (Başkan).
SELÇUK ÖZTÜRK		Male	Member of the Board	Engineer	25/03/2021	Non-Executive	-	Konya Ticaret Odası Başkanı		-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/913151	Considered		Denetim Komitesi (Üye). Riskin Erken Saptanması Komitesi (Üye).
AHMET ERHAN TİTREK		Male	Member of the Board	Electrical Engineer	09/05/2024	Non-Executive	-	Danışman		-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1264014	Considered		Denetim Komitesi (Üye). Kurumsal Yönetim Komitesi (Üye).
ELEONORE SIDOS		Female	Member of the Board	Accounting and Audit Professional	09/05/2024	Non-Executive	-	VICAT Grubunda Yönetici	Yes	-	-	Dependent Member				Kurumsal Yönetim Komitesi (Üye). Aday Gösterme ve Ücret 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	17
Director average attendance rate at board meetings	%74
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	No time has been set for the submission of information and documents, these are presented to members in a reasonable time.
The name of the section on the corporate website that demonstrates information about the board charter	Yatırımcı Köşesi, Kurumsal Uyum, 8. Kurumsal Yönetim İlkeleri Uyum Raporu, Madde 22-23. Yatırımcı Köşesi, Kurumsal Uyum, 5. Esas Sözleşme, Madde 25.
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	Members of the board are not restricted for taking duties outside the company.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Kurumsal Yönetim İlkeleri Uyum Raporu, Madde 26
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/1284307

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)	-	AHMET ERHAN TİTREK	Hayır (No)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	HÜSEYİN ÇEVİK	Hayır (No)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	ZEYNEP KARAÇOR	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	SELÇUK ÖZTÜRK	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	AHMET ERHAN TİTREK	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	EMİNE ÜSTÜNDAĞ	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	ELEONORE MONIQUE SOPHIE MARIE SIDOS	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	ZEYNEP KARAÇOR	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Aday Gösterme ve Ücret Komitesi (Nomination and Remuneration Committee)	ZEYNEP KARAÇOR	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Aday Gösterme ve Ücret Komitesi (Nomination and Remuneration Committee)	GUY DOMINIQUE LOİS SIDOS	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Aday Gösterme ve Ücret Komitesi (Nomination and Remuneration Committee)	ELEONORE MONIQUE SOPHIE MARIE SIDOS	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	ZEYNEP KARAÇOR	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	HÜSEYİN ÇEVİK	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	ELEONORE MONIQUE SOPHIE MARIE SIDOS	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	SELÇUK ÖZTÜRK	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)	Kurumsal Yönetim İlkeleri Uyum Raporu, Madde 26
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)	Kurumsal Yönetim İlkeleri Uyum Raporu, Madde 26
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)	Kurumsal Yönetim İlkeleri Uyum Raporu, Madde 26
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)	Kurumsal Yönetim İlkeleri Uyum Raporu, Madde 26
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)	Kurumsal Yönetim İlkeleri Uyum Raporu, Madde 26

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)	9. Finansal Durum
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Yatırımcı Köşesi, Kurumsal Uyum, 18. Yönetim Kurulu Üyeleri-Üst Düzey Yöneticilerin Ücretlendirme Esaslarına İlişkin Politika.
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)	Kurumsal Yönetim İlkeleri Uyum Raporu, Madde 27

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%	5	5
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	100%	50%	3	3
Diğer (Other)	Aday Gösterme ve Ücret Komitesi (Nomination and Remuneration Committee)	67%	33%	2	2
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	75%	6	6