KAP

NUH ÇİMENTO SANAYİ A.Ş.

NUHCM

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	In 2024, a total of 29 investors and analysts were met through various discussions

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/tr/Bildirim/1246298
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Not 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	There are no transactions of this nature.
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 transactions of this nature.
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 are no transactions of this nature.
The name of the section on the corporate website that demonstrates the donation policy of the company	According to Article 26 of our Articles of Association, 5% of the amount remaining after the first dividend is allocated as a donation to the Nuh Çimento Education and Health Foundation, of which our company is the founder, to be paid in a manner and at a time to be determined by the Board of Directors.
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/1251776
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Article 15
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Without the right to speak at the General Assembly, it was made publicly accessible, including stakeholders and the media.

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	%44,13

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	https://www.nuhcimento.com.tr/en/sustainability-documents/
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.	Profit distribution has been made.
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
24/02/2024	0	%65,95	%0,10	%66,05	https://www.nuhcimento.com.tr/en/general-overview-2/	https://www.nuhcimento.com.tr/en/general-overview-2/	None	63	https://www.kap.org.tr/tr/Bildirim/1251776

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	There is an ?Investor Relations? section on our website containing the issuesspecified in the CMB Corporate Governance Principles.
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.	There is no real person who owns more than 5% of the shares as a shareholder.
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	Board of Directors and Committees / Structure and Formation of the Board of Directors
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	Board of Directors and Committees / Structure and Formation of the Board of Directors
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	Board of Directors and Committees / Structure and Formation 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	Other Matters
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	The Company's Activities and Important Developments Related to the Activities
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	Other Matters
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 cross shareholding 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	The Company's Activities and Important Developments Related to the Activities

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	None
The number of definitive convictions the company was subject to in relation to breach of employee rights	15
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Committee Responsible for Audit and Audit Chairmanship
The contact detail of the company alert mechanism	https://www.nuhcimento.com.tr/en/

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	None
Corporate bodies where employees are actually represented	Blue collar employees are subject to a Collective Bargaining Agreement, and there is no governing body in which our other employees are 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	https://www.nuhcimento.com.tr/en/sustainability-management/
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.nuhcimento.com.tr/en/sustainability-management/
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.nuhcimento.com.tr/en/sustainability-management/
The number of definitive convictions the company is subject to in relation to health and safety measures	3

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	https://www.nuhcimento.com.tr/en/business-ethics-rules/
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 Company's Activities and Important Developments Related to the Activities
Any measures combating any kind of corruption including embezzlement and bribery	The Audit Department and Human Resources units work in coordination.

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	No delegation of authority has been made among the members of the Board of Directors.
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	Risks and Evaluation of the Board of Directors
Name of the Chairman	Tevfik Bilgin
Name of the CEO	Kamil Gökhan Bozkurt (CEO) / Halim Tekkeşin (General Manager))
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	They are different individuals.
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	Liability insurance has been taken out. There is no KAP notification.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	https://www.nuhcimento.com.tr/en/sustainability-management/
The number and ratio of female directors within the Board of Directors	One Person - 7%

Board Members

Name-Surname	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
TEVFİK BİLGİN	Male	Chairman of the Board	Manager	27/03/2013	Non-Executive	Yönetim Kurulu Başkanı	-	Yes	-	-	Dependent Member
FİKRET ESKİYAPAN	Male	Member of the Board	Businessman / Businesswoman	26/03/1994	Non-Executive	Yönetim Kurulu Üyesi	-	No	-	-	Dependent Member				Aday Gösterme Komitesi Üyesi
MEHMET ESKİYAPAN	Male	Member of the Board	Businessman / Businesswoman	24/03/1975	Non-Executive	Yönetim Kurulu Üyesi	-	No	-	-	Dependent Member				Kurumsal Yönetim Komitesi Üyesi - Aday Gösterme Komitesi Üyesi
NURCAN YURTBİLİR	Male	Member of the Board	Businessman / Businesswoman	30/03/2017	Non-Executive	Yönetim Kurulu Üyesi	Nuh'un Ankara Makarnası A.Ş.'de İcra Kurulu Üyesi	No	-	-	Dependent Member
SİNAN YURTBİLİR	Male	Member of the Board	Businessman / Businesswoman	27/03/2013	Non-Executive	Yönetim Kurulu Üyesi	-	No	-	-	Dependent Member				Kurumsal Yönetim Komitesi Üyesi - Aday Gösterme Komitesi Üyesi
ALİ TANJU YILMAZTÜRK	Male	Member of the Board	Businessman / Businesswoman	24/02/2024	Non-Executive	Yönetim Kurulu Üyesi	-	No	-	-	Dependent Member				Riskin Erken Saptanması Komitesi Üyesi
YILMAZ KÜÇÜKÇALIK	Male	Member of the Board	Businessman / Businesswoman	27/03/2013	Non-Executive	Yönetim Kurulu Üyesi	Küçükçalık Tekstil San.ve Tic. A.Ş, K.C.G. Textile Egypt.S.A.E., Lüks Kadife A.Ş, Birlik Mensucat A.Ş, Emintaş Emlak A.Ş şirketlerinde Yönetim Kurulu Başkanı	No	-	-	Dependent Member
MUHARREM ESKİYAPAN	Male	Member of the Board	Businessman / Businesswoman	24/03/2010	Non-Executive	Yönetim Kurulu Üyesi	-	No	-	-	Dependent Member				Riskin Erken Saptanması Komitesi Üyesi
EMİN HİSARCIKLIOĞLU	Male	Member of the Board	Businessman / Businesswoman	17/04/2004	Non-Executive	Yönetim Kurulu Üyesi	-	No	-	-	Dependent Member				Kurumsal Yönetim Komitesi Üyesi
İSMAİL KÖKSAL	Male	Member of the Board	Manager	28/03/2019	Non-Executive	Yönetim Kurulu Üyesi	-	No	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1396385	Considered	No	Kurumsal Yönetim Komitesi Başkanı - Riskin Erken Saptanması Komitesi Başkanı - Denetimden Sorumlu Komite Başkanı - Aday Gösterme Komitesi Başkanı
ELİF BİLGEHAN MÜFTÜOĞLU	Female	Member of the Board	Businessman / Businesswoman	25/03/2021	Non-Executive	Yönetim Kurulu Üyesi	-	No	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1396385	Considered	No	Denetimden Sorumlu Komite Üyesi
ACLAN ACAR	Male	Member of the Board	Manager	25/03/2021	Non-Executive	Yönetim Kurulu Üyesi	-	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1396385	Considered	No	Kurumsal Yönetim Komitesi Üyesi - Denetimden Sorumlu Komite Üyesi
TEVFİK KINIK	Male	Member of the Board	Manager	25/03/2021	Non-Executive	Yönetim Kurulu Üyesi	-	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1396385	Considered	No	Riskin Erken Saptanması Komitesi Üyesi - Denetimden Sorumlu Komite Üyesi
EMİN ETHEM KUTUCULAR	Male	Member of the Board	Inspector	22/03/2025	Non-Executive	-	-	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1396385	Considered	No	Kurumsal Yönetim Komitesi Üyesi- Riskin Erken Saptanması Komitesi Üyesi - Denetimden Sorumlu Komite Üyesi

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	23
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	1-10 days
The name of the section on the corporate website that demonstrates information about the board charter	https://www.nuhcimento.com.tr/wp-content/uploads/Ana-Sozlesme-2.pdf
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 in this respect.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Board of Directors and Committees / Structure and Formation of the Board of Directors
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/944493

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)	-	Dr. Vahdettin ERTAŞ	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	İsmail KÖKSAL	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Aclan ACAR	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Mehmet ESKİYAPAN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Sinan YURTBİLİR	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Hasan ÇUHACI	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Serap AKTAŞ	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Aday Gösterme Komitesi (Nomination Committee)	-	Dr. Vahdettin ERTAŞ	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Aday Gösterme Komitesi (Nomination Committee)	-	İsmail KÖKSAL	Hayır (No)	Yönetim kurulu üyesi (Board member)
Aday Gösterme Komitesi (Nomination Committee)	-	Fikret ESKİYAPAN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Aday Gösterme Komitesi (Nomination Committee)	-	Mehmet ESKİYAPAN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Aday Gösterme Komitesi (Nomination Committee)	-	Sinan YURTBİLİR	Hayır (No)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Dr. Vahdettin ERTAŞ	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	İsmail KÖKSAL	Hayır (No)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Elif Bilgehan MÜFTÜOĞLU	Hayır (No)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Aclan ACAR	Hayır (No)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Tevfik KINIK	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Dr. Vahdettin ERTAŞ	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	İsmail KÖKSAL	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Tevfik KINIK	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Ali Tanju YILMAZTÜRK	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Muharrem ESKİYAPAN	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)	Board of Directors and Committees / Structure and Formation of the Board of Directors
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)	Board of Directors and Committees / Structure and Formation of the Board of Directors
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)	Board of Directors and Committees / Structure and Formation of the Board of Directors
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)	Board of Directors and Committees / Structure and Formation of the Board of Directors
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 activities of the Remuneration Committee are carried out by the Corporate Governance 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)	Our Contributions to the Economy and Our Sustainability Goals
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	https://www.nuhcimento.com.tr/wp-content/uploads/Surdurulebilirlik-Dokumanlari-TR.pdf
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)	Related party disclosures are indicated in the disclosures note of the financial statements.

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)	-	86%	43%	1	1
Aday Gösterme Komitesi (Nomination Committee)	-	100%	40%	2	2
Denetim Komitesi (Audit Committee)	-	100%	100%	5	5
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	60%	6	6