KAP

TEKFEN HOLDİNG A.Ş.

TKFEN

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	80

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

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/1274232
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 is 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 is 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)	There is no such transaction.
The name of the section on the corporate website that demonstrates the donation policy of the company	Investor/Corporate Governance/Donations Policy https://www.tekfen.com.tr/en/donations-policy-4-13
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/en/Bildirim/1285871
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	There is no such transaction.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Company Employees

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.	-
The percentage of ownership of the largest shareholder	%12,62

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.	-

1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy	Investor/Corporate Governance/Dividend Policy https://www.tekfen.com.tr/en/dividend-policy-4-31
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.	In 2023, according to CMB regulations and standards, the Company incurred a loss before tax of TL 1,750,243,000 (profit before tax of TL 1,976,240,604.91 according to the statutory records subject to inflation adjustment in accordance with TPL), excluding the portion attributable to non-controlling interests. After the tax provision calculated for the financial liabilities of the period, a net loss for the period of TL 1,149,757,000 (TL 1,887,667,069.31 net distributable profit for the period according to the legal records subject to inflation adjustment in accordance with TPL) has been realized according to CMB standards. Pursuant to Article 27 of the Company s Articles of Association, it has been resolved to submit for the approval of the Ordinary General Assembly to be held on May 13, 2024 that no dividend distribution will be made for the 2023 activity period since there is no profit for the period to be subject to dividend calculation excluding the portion corresponding to non-controlling interests according to CMB standards after the addition of donations amounting to TL 12,281,000 made during the period and a loss of TL 1,137,476,000.
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/1285871

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
13/05/2024	0	%61,13	%0,17	%99,83	Investor / General Assembly	Investor / General Assembly	11	141	https://www.kap.org.tr/en/Bildirim/1285871

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	Investor / Corporate Governance
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.	Investor / Shareholder 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	Corporate Governance
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
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
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	Corporate Governance
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	Corporate Governance
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	Corporate Governance
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 mutual participation relationship.
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	Social Responsibility

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 none. Compensation-related rights in group companies with customer relationships are included in the agreements made with stakeholders.
The number of definitive convictions the company was subject to in relation to breach of employee rights	8
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Ethical Committee
The contact detail of the company alert mechanism	etikhat@tekfen.com.tr / +90 212 257 01 10

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	-

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 encourages management to establish a 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.	About Us / Policies
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.	There is no such policy.
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	About Us / Policies
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.	Sustainability / Community Investment
Any measures combating any kind of corruption including embezzlement and bribery	Our company has established written and publicly announced ethical rules to combat all forms of corruption, including extortion and bribery. These rules are effectively monitored through an internal control system and an ethics hotline. The relevant departments review anonymous reports submitted via the ethics hotline. To prevent potential corruption and misconduct, decisions made by the ethics committee are forwarded to the appropriate management unit for necessary action.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	-
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 N. Erten - Chairman, Murat Gigin - Vice-Chairman, Ömer İsmail Tanrıöver - Vice-Chairman
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	17
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 - Internal Audit
Name of the Chairman	Mehmet N. Erten
Name of the CEO	Hakan Göral
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	-
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	Our company has a Liability Insurance for our Board Members and senior executives with a premium exceeding 25% of the company s capital.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	There is no such policy
The number and ratio of female directors within the Board of Directors	2/10, 20%

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 NAZMİ ERTEN		Male	Chairman of the Board	Business and administration professionals	01/06/2022	Non-Executive	Board Member	-	Yes	-	-	Dependent Member			No	Corporte Governance Committee Member, Risk Committee Member
MURAT GİGİN		Male	Deputy Chairman of the Board	Civil Engineer	30/03/2000	Non-Executive	Chairman of the Board, Board Member	-	No	-	-	Dependent Member			No	Corporate Governance Committee Member, Remuneration Committee Member
ÖMER İSMAİL TANRIÖVER		Male	Deputy Chairman of the Board	Business and administration professionals	09/05/2023	Non-Executive	-	-	Yes	-	-	Dependent Member			No	Corporate Governance Committee Member, Risk Committee Member
NİLGÜN ŞEBNEM BERKER		Female	Member of the Board	Businessman / Businesswoman	13/03/2025	Non-Executive	-	-	No	-	-	Dependent Member			No	Remuneration Committee Member
Sinan K. Uzan		Male	Member of the Board	Business and administration professionals	15/04/2014	Non-Executive	Board Member	-	No	-	-	Dependent Member			No	Remuneration Committee Member
HAMİT SEDAT ERATALAR		Male	Member of the Board	Finance Professional	25/02/2021	Non-Executive	Independant Board Member	-	Yes	-	-	Independent Member		Considered	No	Audit Committee Chairman, Risk Committee Chairman
MEHMET AYDIN MÜDERRİSOĞLU		Male	Member of the Board	Business and administration professionals	24/03/2022	Non-Executive	Independant Board Member	-	Yes	-	-	Independent Member		Considered	No	Corporate Governance Committee Member, Audit Committee Member
AYŞE SELEN KOCABAŞ		Female	Member of the Board	Business and administration professionals	07/04/2023	Non-Executive	-	-	Yes	-	-	Independent Member		Considered	No	Corporate Governance Committee Chairwoman, Remuneration Committee Chairwoman

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	34
Director average attendance rate at board meetings	%97,79
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	One week before the meeting date.
The name of the section on the corporate website that demonstrates information about the board charter	There is no such section.
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 or restriction.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Corporate Governance - Section III - Committees
Link(s) to the PDP announcement(s) with the board committee charters	It was published on KAP in 2007

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)	-	Ayşe Selen Kocabaş	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Mehmet N. Erten	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Murat Gigin	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Ömer İsmail Tanrıöver	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Mehmet Aydın Müderrisoğlu	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Ahmet Dinç	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Denetim Komitesi (Audit Committee)	-	Hamit Sedat Eratalar	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Mehmet Aydın Müderrisoğlu	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Hamit Sedat Eratalar	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Mehmet N. Erten	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Ömer İsmail Tanrıöver	Hayır (No)	Yönetim kurulu üyesi (Board member)
Ücret Komitesi (Remuneration Committee)	-	Ayşe Selen Kocabaş	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Ücret Komitesi (Remuneration Committee)	-	Murat Gigin	Hayır (No)	Yönetim kurulu üyesi (Board member)
Ücret Komitesi (Remuneration Committee)	-	Nilgün Şebnem Berker	Hayır (No)	Yönetim kurulu üyesi (Board member)
Ücret Komitesi (Remuneration Committee)	-	Sinan Kemal Uzan	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 Governance / 3.1 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)	Corporate Governance / 3.2 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)	Corporate Governance / 3.2 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)	Corporate Governance / 3.3 Early Detection 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)	Corporate Governance / 3.4 Remuneration 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)	Corporate Governence / 8. Board of Directors Report
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor / 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)	Corporate Governance / 2.3 Financial Rights Provided to Members of the Board of Directors and Executive 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%	4	4
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	83%	33%	5	5
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	50%	6	6
Ücret Komitesi (Remuneration Committee)	-	100%	25%	3	3