KAP

TÜPRAŞ-TÜRKİYE PETROL RAFİNERİLERİ A.Ş.

TUPRS

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	9 Conferences and 1 roadshows were attended, and nearly 300 one-on-one meetings were held with fund managers and analysts.

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/1255928
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Yes, English and Turkish materials are provided at the same time.
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 are no 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)	There are no 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)	https://www.kap.org.tr/en/Bildirim/1255898
The name of the section on the corporate website that demonstrates the donation policy of the company	Investor Relations/Corporate Governance/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/en/Bildirim/922381
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Article 14-a
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	General assembly meetings were held open to the public, including stakeholders and the media, without the right to speak.

1.4. Voting Rights
Whether the shares of the company have differential voting rights	Evet (Yes)
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.	The issued capital is divided in to two groups as (A) and (C) and all of the shares are registered shares. The shareholders attending the ordinary and extraordinary General Assembly meetings use their votes pro rata with the nominal value of their shares. While electing the Board of Directors, 1 of the members has to be elected out of the nominees nominated by the Group C share. The issues specified in Article 10 of Company's Articles of Association depends on the affirmative vote of the Group C shareholder owned by the Privatization Administration in order to take Board of Directors and General Assembly decisions. Current shareholder structure is available in the annual report.
The percentage of ownership of the largest shareholder	%46,40

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 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.	-
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute 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
24/09/2024	0	%63,94	%0,00	%63,94	Investor Relations /General Assembly /Minutes of AGM	No question within the scope of Corporate Governance Principle 1.3.5 has been received.	-	0	https://www.kap.org.tr/en/Bildirim/1337359

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	Investor Relations/Corporate Governance/Trade Registry Information, Shareholder Structure, Articles of Association, Amendments to the Articles of Association, Policies, General Meeeting Documents Investor Relations/Announcements and Publications Investor Relations/Financial Information Investor Relations/Teleconference and Investor Presentations
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 Relations / 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	Information on Corporate Governance section and Annexes / Declaration for Independency
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 Compliance Report /Activities 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	Legal Disclosures
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	Legal Disclosures
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	Legal Disclosures
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%	Legal Disclosures
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	Corporate Social Responsibility Projects

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	Investor Relations / Corporate Governance /Policies
The number of definitive convictions the company was subject to in relation to breach of employee rights	97
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	In accordance with the Tüpraş Whistleblowing Policy, which can be accessed from the Tüpraş corporate website; Actions against employees and the Company, as well as violations caused by business partners, are investigated by the Internal Audit Department of Tüpraş. Tüpraş Chief Legal and Compliance Counsel is responsible for investigating violations of special laws. Koç Holding's Audit Group Presidency and Koç Holding's Legal and Compliance Consultancy act as advisors to monitor the effectiveness of investigations carried out across the Koç Group and to improve the quality of outputs.
The contact detail of the company alert mechanism	It can be accessed online via the link https://www.koc.com.tr/ihbar-bildirim or by phone at 0850-577-1926 and 0850-220-3845 (ETIK).

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	Internal regulations are not publicly available or accessible.
Corporate bodies where employees are actually represented	"Tüpraş Appreciation Recognition and Rewarding" system "Refinery Suggestion System" is implemented in order to reward the behaviors and efforts of the employees that support the business values and goals. The "Refinery Suggestion System" developed by the employees is a suggestion system that enables all employees to easily convey their ideas for improvement and development, reveals, evaluates and implements the good ideas of the employees, encourages continuous development, and aims to make employees feel "valued". In addition, the "Tüpraş Employee Experience Improvement Awards" platform, expand and reward agile teamwork and employee experience improvement efforts, is another recognition and rewarding tool. The company has well-attended Employee Experience Improvement teams created with employee involvement and management ownership. The aim of these teams is to improve their working life experiences and make them sustainable in order to make Tüpraş the most desired company to work for. In addition, employees' experiences are learned, their suggestions are received, and their loyalty and satisfaction are measured through the Employee Engagement Survey and Employee Experience Improvement surveys. Continuous improvements are continued by taking the feedback from the surveys into consideration in company activities and employee experience studies. Targets for improvements are also included in the performance cards (OKR) of the company's senior management and relevant employee experience improvement teams. As part of the "visible leadership" practice at Tüpraş, behavior-oriented safety tours are held with the participation of Tüpraş executives. Another practice regarding the participation of the employees in the decisions is that two representatives from the union have the right to speak in the decisions of the disciplinary committee for hourly wage employees as per the collective bargaining agreement.

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 created for all key management positions. This Succession Plan is finalized by submitting the approval of the Chairman of the Board of Directors following the approval of the CEO.
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.	https://www.tupras.com.tr/assets/all-pdfs/tupras-code-of-ethics.pdf https://www.tupras.com.tr/assets/all-pdfs/tupras-human-rights-policy.pdf https://www.tupras.com.tr/assets/all-pdfs/tupras-diversity-equality-and-inclusion-policy.pdf
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.	https://www.tupras.com.tr/assets/all-pdfs/tupras-human-rights-policy.pdf
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	Sustainability/Policies and Management Systems/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/Reports/Our Sustainability Reports
Any measures combating any kind of corruption including embezzlement and bribery	Principles on these topics are covered in Code of Ethics as well as under the Anti-Bribery and Corruption Policy.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	26.12.2024
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	No delegation was given among the board members.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	Internal audit unit provides combined information to the audit committee each year regarding the operations within the year.
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	Risk Management and the Activities of the Risk Management Committee/ G.Internal Control System and Internal Audit
Name of the Chairman	Ömer M.Koç
Name of the CEO	İbrahim Yelmenoğlu
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	https://www.kap.org.tr/en/Bildirim/1335910
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	Investor Relations/Corporate Governance/Policies/Board of Directors Diversity Policy
The number and ratio of female directors within the Board of Directors	3 (27,3%)

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 ÖMER KOÇ		Male	Chairman of the Board	Businessman / Businesswoman	26/01/2006	Non-Executive	Chairman of the Board	Chairman of The Koç Holding and The Board Membership of The Koç Group Companies		-	-	Dependent Member				Chairman of the Executive Committe
YILDIRIM ALİ KOÇ		Male	Deputy Chairman of the Board	Businessman / Businesswoman	27/03/2009	Non-Executive	Vice Chairman of The Board	Vice Chairman of The Koç Holding and The Board Membership of The Koç Group Companies		-	-	Dependent Member				Executive Committe Member
MUSTAFA RAHMİ KOÇ		Male	Member of the Board	Businessman / Businesswoman	04/06/2008	Non-Executive	Board Member	Honorary Chairman of Koç Holding and Board Membership for Koç Group Companies		-	-	Dependent Member				Executive Committee Member
SEMAHAT SEVİM ARSEL		Female	Member of the Board	Businessman / Businesswoman	27/03/2009	Non-Executive	Board Member	The Board Membership of The Koç Group Companies		-	-	Dependent Member				Executive Committee Member
LEVENT ÇAKIROĞLU		Male	Member of the Board	Managing Director / Chief Executive	30/03/2015	Non-Executive	Board Member	The Board Membership of The Koç Group Companies and Koç Holding CEO		-	-	Dependent Member				-
EROL MEMİOĞLU		Male	Member of the Board	Managing Director / Chief Executive	26/01/2006	Non-Executive	Board Member	The Board Membership of The Koç Group Companies		-	-	Dependent Member				Risk Management Committee Member
YAĞIZ EYÜBOĞLU		Male	Member of the Board	Managing Director / Chief Executive	04/04/2016	Non-Executive	Board Member	The Board Membership of The Koç Group Companies and President of Energy Group		-	-	Dependent Member				Corporate Governance Committee Member
AYKUT ÜMİT TAFTALI		Male	Member of the Board	Businessman / Businesswoman	27/03/2025	Non-Executive	-	Board Memberships in Koç Holding Companies		-	-	Dependent Member				-
ZEKERİYA KAYA		Male	Member of the Board	Managing Director / Chief Executive	01/09/2023	Non-Executive	Board Member	Deputy Minister of Treasury and Finance	Yes	-	-	Independent Member		Considered	No	-
ŞADAN KAPTANOĞLU DİKİCİ		Female	Member of the Board	Managing Director / Chief Executive	01/04/2024	Non-Executive	Board Member	Board Memberships	Yes	-	-	Independent Member	https://www.kap.org.tr/en/Bildirim/1255928	Considered	No	Corporate Governance Committee Chair
MİNE YILDIZ GÜNAY		Female	Member of the Board	Managing Director / Chief Executive	01/04/2024	Non-Executive	Board Member	Board Memberships	Yes	-	-	Independent Member	https://www.kap.org.tr/en/Bildirim/1255928	Considered	No	Risk Management Committee Chair and Audit Committee Member
MEHMET CEM KOZLU		Male	Member of the Board	Managing Director / Chief Executive	01/04/2024	Non-Executive	Board Member	Board Memberships	Yes	-	-	Independent Member	https://www.kap.org.tr/en/Bildirim/1255928	Considered	No	Audit Committee Chair

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	8
Director average attendance rate at board meetings	%93
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	Available within 1 week
The name of the section on the corporate website that demonstrates information about the board charter	Although Tüpraş Board of Directors has Working Principles, it is not a public document.
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	There is no restriction.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Corporate Governance
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/en/Bildirim/1023181

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)	-	Mehmet Cem Kozlu	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Mine Yıldız Günay	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Şadan Kaptanoğlu Dikici	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Yağız Eyüboğlu	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Doğan Korkmaz	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Mine Yıldız Günay	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Erol Memioğlu	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Executive Committee	Ömer M.Koç	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Executive Committee	Ali Y.Koç	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Executive Committee	Rahmi M.Koç	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Executive Committee	Semahat S.Arsel	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Executive Committee	Caroline Nicole Koç	Hayır (No)	Yönetim kurulu üyesi değil (Not 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
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
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
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
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

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)	Message From The Chairman
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor Relations /Corporate Governance /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)	Financial Report Notes 29

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%	6	6
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	67%	33%	7	7
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	50%	6	6
Diğer (Other)	Executive Committee	100%	0%	12	12