KAP

VAKIF GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.

VKGYO

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

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/en/Bildirim/1285661
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Presented
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	None
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 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)	None
The name of the section on the corporate website that demonstrates the donation policy of the company	https://www.vakifgyo.com.tr/#!donation-aid-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/475672
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Article 19
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	No one other than shareholders attended the General Assembly meeting. However, there are no restrictions on the participation of stakeholders in the General Assembly.

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.	In the election of the members of the Board of Directors, each Group A share has 15 (fifteen) voting rights and each Group B share has 1 (one) voting right.
The percentage of ownership of the largest shareholder	%53,77

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.	None

1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy	https://www.vakifgyo.com.tr/#!dividend-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.	In accordance with the decision taken at the General Assembly Meeting, it was decided to distribute TL 500,000,000 of the net profit corresponding to 38.2189% of the net distributable profit for the period as bonus shares.
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/1298741

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
12/06/2024	0	%70,88	%68,68	%2,19	https://www.vakifgyo.com.tr/#!general-assembly	https://www.vakifgyo.com.tr/#!general-assembly	Article 12	389	https://www.kap.org.tr/en/Bildirim/1298741

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	https://www.vakifgyo.com.tr/#!investor-relations
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.	https://www.vakifgyo.com.tr/#!incorporation-shareholding-capital-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	Annual Report > Board Member and Executive Management > Duties of Board Members and executives outside t he company / Declarations on Independence of Board Members
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	Annual Report>Board Members and Senior Executives>Activities of the Board Committees in 2024
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	Annual Report > Board Member and Executive Management > Board Meetings
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	Annual Report > Other Information Related to Activities>Legıslatıve Changes That May Sıgnıfıcantly Affect Operatıons
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	Annual Report > Other Information Related to Activities> Lawsuıts To Whıch The Company Is A Party
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	Annual Report > Other Information Related to Activities > Consultancy services
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%	Annual Report > Other Information Related to Activities > Direct or Indirect Affiliates of the Company
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	Annual Report > Other Information Related to Activities > Corporate 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	https://www.vakifgyo.com.tr/#!compensation-policy
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)	Ethical Committee
The contact detail of the company alert mechanism	etik@vakifgyo.com.tr

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	https://www.vakifgyo.com.tr/#!procedure-on-the-participation-of-the-employees-in-the-governing-bodies
Corporate bodies where employees are actually represented	Employees are represented on the Board of Directors by the General Manager.

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 has been created for all employees, especially key managers, within the scope of the authority delegated to the General Manager by the Board of Directors.
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.vakifgyo.com.tr/#!equal-opportunity-diversity-and-gender-equality-policy
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.vakifgyo.com.tr/#!human-rights-and-employee-rights-policy
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	https://www.vakifgyo.com.tr/files/vgyo-ethical-principals.pdf
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.vakifgyo.com.tr/#!corporate-social-responsibility-policy
Any measures combating any kind of corruption including embezzlement and bribery	In the Article 3.18 of Vakıf GYO's Code of Ethics, entitled Combating Bribery and Corruption, that ?Vakıf REIT employee, anti-bribery and anti-corruption legal regulations and other international related ensures compliance with standards. Bribery, embezzlement, nepotism, etc. corruption and corruption They also take measures to protect themselves from their doubts.?the provision is in. In addition, in the 20th article of Vakıf REIT Disciplinary Directive / Disciplinary Penal Table titled "Indulging in Bribery", fully attempting to take or giving a bribe / Taking or giving a bribe is among the disciplinary offenses that may result in the dismissal

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	Mikail HIDIR (Chairman of the Board of Directors - Authorized to Represent) Assoc. Doç. Dr. Şükrü Mete TEPEGÖZ (Vice Chairman of the Board of Directors - Authorized to Represent) Onur İNCEHASAN (Member of the Board of Directors - General Manager - 1st Degree Signature Authority) It was announced in the Turkish Trade Registry Gazette dated 20.06.2024 and numbered 11105.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	6
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	Annual Report >Effectiveness of the Internal Control System, Risks and Assessments of the Governing Body
Name of the Chairman	Mikail HIDIR
Name of the CEO	Onur İNCEHASAN
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	It's not the same perso
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/1336179
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	https://www.vakifgyo.com.tr/#!equal-opportunity-diversity-and-gender-equality-policy
The number and ratio of female directors within the Board of Directors	1 - % 11.11

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
MİKAİL HIDIR		Male	Chairman of the Board	Banker		Non-Executive	Yönetim Kurulu Başkanı	T.Vakıflar Bankası T.A.O. Genel Müdür Yardımcısı	Yes	-	-	Dependent Member
ŞÜKRÜ METE TEPEGÖZ		Male	Deputy Chairman of the Board	Banker		Non-Executive	Yönetim Kurulu Başkan Vekili	T. Vakıflar Bankası T.A.O. Özellikli Krediler Yönetimi Başkanı	Yes	-	-	Dependent Member
ONUR İNCEHASAN		Male	Member of the Board	Business and administration professionals		Executive	Genel Müdür	T. Vakıflar Bankası T.A.O. BT Planlama ve Koordinasyon Başkanı		-	-	Dependent Member
MUSTAFA ŞENGÜL		Male	Member of the Board	Lawyer		Non-Executive	-	-		-	-	Independent Member
TEVFİK ERPEK		Male	Member of the Board	Banker		Non-Executive	Yönetim Kurulu Üyesi	T. Vakıflar Bankası T.A.O. Kobi Bankacılığı Pazarlama Başkanı	Yes	-	-	Dependent Member				Riskin Erken Saptanması Komitesi Üyesi / Kurumsal Yönetim Komitesi Üyesi
KORHAN TURGUT		Male	Member of the Board	Banker		Non-Executive	Yönetim Kurulu Üyesi	Yüksek Mimar	Yes	-	-	Dependent Member
RİFAT DEMİRBAŞ		Male	Member of the Board	Architect		Non-Executive	Bağımsız Yönetim Kurulu Üyesi	Yüksek Mimar		-	-	Independent Member		Considered	No	Riskin Erken Saptanması Komitesi Başkanı / Denetim Komitesi Üyesi
ÖMER DEMİR		Male	Member of the Board	Other		Non-Executive	Bağımsız Yönetim Kurulu Üyesi	-		-	-	Independent Member		Considered	No	Kurumsal Yönetim Komitesi Başkanı
ABDULLAH AYAZ		Male	Member of the Board	Architect		Non-Executive	-	Mimar		-	-	Independent Member		Considered		Denetim Komitesi Başkanı
ARZU SEYAN		Female	Member of the Board	Banker		Non-Executive	Yönetim Kurulu Üyesi	T. Vakıflar Bankası T.A.O. Kurumsal Bankacılık Pazarlama Başkanı	Yes	-	-	Dependent Member

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	53
Director average attendance rate at board meetings	%100
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	2 days
The name of the section on the corporate website that demonstrates information about the board charter	https://www.vakifgyo.com.tr/#!board-meetings-procedure
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 of Directors are not restricted from taking on other duties or duties outside the company, and the provisions of the Turkish Commercial Code regarding non-competition are complied with. It is observed that he can allocate enough time for the company's business to follow the operation of the company's activities and fully fulfill the requirements of the duties he undertakes.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Annual Report >Board Members and Senior Executives > Activities of the Board Committees in 2024
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/918505

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)	-	ÖMER DEMİR	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	TEVFİK ERPEK	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	TÜLAY ÖZTÜRK	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Denetim Komitesi (Audit Committee)	-	ABDULLAH AYAZ	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	RIFAT DEMİRBAŞ	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	RIFAT DEMİRBAŞ	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	TEVFİK ERPEK	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)	Annual Report >Board Members and Senior Executives > Activities of the Board Committees in 2024
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)	Annual Report >Board Members and Senior Executives > Activities of the Board Committees in 2024
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)	Annual Report >Board Members and Senior Executives > Activities of the Board Committees in 2024
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)	Annual Report >Board Members and Senior Executives > Activities of the Board Committees in 2024
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)	Annual Report >Board Members and Senior Executives > Activities of the Board Committees in 2024

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)	Annual Report>Strategic Management and Objectives
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	https://www.vakifgyo.com.tr/#!principles-and-procedures-for-wages
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)	Annual Report > Board Members and Senior Executives > Benefits and Rights Provided to Board Members and Senior Executives

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
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	33%	33%	6	6
Denetim Komitesi (Audit Committee)	-	100%	100%	4	4
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	50%	5	5