KAP

BİZİM TOPTAN SATIŞ MAĞAZALARI A.Ş.

BIZIM

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	1 analyst and investor day organisation, 107 corporate investor meeting

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	1
The number of special audit requests that were accepted at the General Shareholders' Meeting	In the general assembly meeting which is dated on July 10, 2024, special audit request was voted and it was rejected by the majority of the audience.

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/1295194
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	-
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/1279639
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/1279639
The name of the section on the corporate website that demonstrates the donation policy of the company	Investor Relations/ Corporate Governance/Donations and Charitable Contributions 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/206546
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Article 18
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	The representatives of the shareholders, the representative of the independent audit company, the representative of the board of directors and the C-Level managers of the company and CFO attended the 2023 General Assembly Meeting. The relevant minutes can be accessed from the KAP link.https://www.kap.org.tr/tr/Bildirim/1312827

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.	No
The percentage of ownership of the largest shareholder	%66,59

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/ Dividend Distribution 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.	The Board of Director's proposal dated June 05, 2024, for not distributing dividend was accepted by the majority of the audience in the Ordinary General Assembly Meeting of 2023. The reason of the proposal was resulted from the situation of there was no net distributable income under the TAS financial tables of 2023, although there was positive net distributable income in the IFRS financial tables.
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/1312827

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
10/07/2024	0	%72,67	%2,05	%70,63	Investor Relations/ Corporate Governance /General Assembly Meetings	Investor Relations/ Corporate Governance /General Assembly Meetings /Minutes/Article 15	Article 5	230	https://www.kap.org.tr/tr/Bildirim/1312827

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	www.biziminvestorrelations.com Investor Relations /Financial and Operational Data / Financial Statements
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 /Bizim Toptan At a Glance /Shareholder Structure
List of languages for which the website is available	Turkish-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/Corporate Governance Complience Report / Board of Directors /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	Annual Report/Corporate Governance Complience Report / Board of Directors /Number, Structure and Independence of the Committees Established in 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	Annual Report/Corporate Governance Complience Report / Board of Directors /Operating Principles 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	-
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 Reports / Corporate Governance Complience Report / Risk Management and Internal Control Mechanism
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	Our company didn't get and advisory or rating 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 /Financial Reports
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 Reports /Sustainability Principles Statement of Compliance / Social Principles

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 Relatios /Corporate Governance
The number of definitive convictions the company was subject to in relation to breach of employee rights	0
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Chief Ethics Officer
The contact detail of the company alert mechanism	0216 524 34 24 or etik.bildirim@yildizholding.com.tr or bildirimhatti@bizimtoptan.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	Investor Relations / Corporate Governance /Sustainability /Sustainability Reports
Corporate bodies where employees are actually represented	There are no unionized employees. They are represented in the human resources department

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 role of the Board of Directors in developing a succession plan for key executive positions is included in its internal regulations and human resources practices
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.	Investor Relations / Corporate Governance / Sustainability / Sustainability Reports / Sustainability Report 2023
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.	Investor Relations / Corporate Governance /Sustainability
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	Investor Relations / Corporate Governance / Sustainability / Governance Documents / Code of Ethics
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.	Investor Relations / Financial and Operational Date / Annual Reports / Sustainability Principles Statement of Compliance
Any measures combating any kind of corruption including embezzlement and bribery	Investor Relations / Corporate Governance / Sustainability / Governance Documents / Code of Ethics

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	Cengiz Solakoğlu ( Chairperson of Board of Directors ), Mehmet Tütüncü ( Deputy Chiarman of Board of Directors )
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	4
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 Reports / Corporate Governance Complience Report / Risk Management and Internal Control Mechanism
Name of the Chairman	Cengiz Solakoğlu
Name of the CEO	Uğur Demirel
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	The chairperson of the board of directors and the CEO are 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	-
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	-
The number and ratio of female directors within the Board of Directors	1 Female Members, Its ratio to Board Members is 1/8.

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
Cengiz Solakoğlu		Male	Chairman of the Board	Manager	12/01/2011	Non-Executive	Yönetim Kurulu Üyeliği / Başkanlığı	Grup Şirketlerinde Yönetim Kurulu Üyeliği	Yes	-	-	Dependent Member				Kurumsal Yönetim Komitesi Üyesi, Riskin Erken Tespiti Komitesi Üyesi
Ali Ülker		Male	Member of the Board	Manager	10/05/2011	Non-Executive	Yönetim Kurulu Üyeliği	Grup Şirketlerinde Yönetim Kurulu Üyeliği	Yes	-	-	Dependent Member
AHMET BAL		Male	Member of the Board	Manager	13/07/2020	Non-Executive	Yönetim Kurulu Üyesi	Grup Şirketlerinde Yönetim Kurulu Üyeliği	Yes	-	-	Independent Member				Denetim Komitesi Başkanı
MEHMET TÜTÜNCÜ		Male	Vice Chairman of the Board	Manager	13/07/2020	Executive	Yönetim Kurulu Üyesi	Grup Şirketlerinde Yönetim Kurulu Üyeliği / Yıldız Holding CEO	Yes	-	-	Dependent Member
ÖMER FARUK SEVGİLİ		Male	Member of the Board	Lawyer	13/07/2020	Non-Executive	Yönetim Kurulu Üyesi	Serbest Avukat	No	-	-	Independent Member				Riskin Erken Tespiti Komitesi Başkanı
BERİN AKARSU		Female	Member of the Board	Manager	07/06/2023	Non-Executive	-	Sivil Toplum Kuruluşu Gönüllüsü	Yes	-	-	Independent Member				Denetim Komitesi Üyesi /Kurumsal Yönetim Komitesi Başkanı
YAHYA ÜLKER		Male	Member of the Board	Manager	03/01/2024	Non-Executive	-	Grup Şirketlerinde Yönetim Kurulu Üyeliği	Yes	-	-	Dependent Member
UĞUR DEMİREL		Male	Member of the Board	Manager	29/07/2024	Non-Executive	Şok Marketler A.Ş./ CEO	-	No	-	-	Dependent Member

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	5
Director average attendance rate at board meetings	%90
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	3
The name of the section on the corporate website that demonstrates information about the board charter	Investor Relations / Corporate Governance / Articles of Association
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	-

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Annual Report / Corporate Governance Principles Compliance Report / Board of Directors / Number, Structure and Independence of Committees Established by the Board of Directors
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/354221 / https://www.kap.org.tr/tr/Bildirim/800861

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)	-	Berin Akarsu	Hayır (No)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Ahmet Bal	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Berin Akarsu	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Cengiz Solakoğlu	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Işıl Bük	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Ömer Faruk Sevgili	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Cengiz Solakoğlu	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 / Corporate Governance Principles Compliance Report / Board of Directors / Number, Structure and Independence of Committees Established by 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)	Annual Report / Corporate Governance Principles Compliance Report / Board of Directors / Number, Structure and Independence of Committees Established by 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)	Annual Report / Corporate Governance Principles Compliance Report / Board of Directors / Number, Structure and Independence of Committees Established by 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)	Annual Report / Corporate Governance Principles Compliance Report / Board of Directors / Number, Structure and Independence of Committees Established by 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)	Annual Report / Corporate Governance Principles Compliance Report / Board of Directors / Number, Structure and Independence of Committees Established by the Board of Directors

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 / Message from the General Manager
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor Relations / Corporate Governance / Compensation 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)	Annual Report / Corporate Governance Principles Compliance Report / Material Rights

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)	-	66.6%	33.3%	4	4
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	50%	6	6