KAP

TAB GIDA SANAYİ VE TİCARET A.Ş.

TABGD

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	TAB Gıda management and Investor Relations Department participated in 8 investor conferences and roadshows throughout 2024 and held numerous face-to-face and online meetings with institutional investors and analysts. In total, 106 different investors were met in 139 meetings. In addition, following the announcement of each quarter's financial results, 4 teleconferences were held with the participation of analysts and investors. In addition, the Investor Relations Department quickly responded to information requests received from individual investors by e-mail and/or telephone.

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	0
The number of special audit requests that were accepted at the General Shareholders' Meeting	0

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/1288597
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)	https://www.kap.org.tr/en/Bildirim/1287760
The name of the section on the corporate website that demonstrates the donation policy of the company	Investor Relations / Corporate Governance / Company Policies / Donation and 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/1230895
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Attendance to General Assembly meetings is regulated in Article 15 of our Articles of Association.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	14 June 2024 dated ordinary general assembly meeting was attended by Mr. M. Furkan Ünal representing the board of directors, responsible auditor of the independent audit company, shareholders and company employees.

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.	Group A shareholder has 5 (five) voting rights for each Group A share.
The percentage of ownership of the largest shareholder	%79,91

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 / Company Policies / 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 Directors had no proposal to the General Assembly not to distribute dividends.
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
14/06/2024	0	%81,91	%0,00	%81,91	Investor Relations / General Assembly	Investor Relations / General Assembly	14	126	https://www.kap.org.tr/en/Bildirim/1299500

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
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.	Our shareholding structure is available in the Investor Relations section of our website.
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	Activities of the Board of Directors and Qualifications 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	Committees and Responsibilities
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	Information on the Attendance of the Members of the Board of Directors to the Meetings Held in the Accounting Period
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 Explanations
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 Explanations
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 Explanations
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 Explanations
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	Legal Explanations

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	The Company applies the provisions of the Labor Law for severance and notice indemnities paid to employees. We also do not have a written policy.
The number of definitive convictions the company was subject to in relation to breach of employee rights	In total, 151 decisions were finalised against us in employee lawsuits during the year.
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	The Internal Control, Compliance and Risk Management Unit of our main shareholder TFI TAB Gıda Yatırımları A.Ş. is responsible for the Internal Control, Compliance and Risk Management Unit in coordination with TAB Gıda Human Resources Department.
The contact detail of the company alert mechanism	Stakeholders can report 24 hours a day, 7 days a week using the following notification channels. - Telephone access (call center channel): 0850 822 38 45 - Access by e-mail (e-mail channel): tfitabgida@etikhat.com - Website (web channel): ataetikhat.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	Internal regulations are not publicly available.
Corporate bodies where employees are actually represented	Although there is no practice for employees to participate in management, we have an Occupational Health and Safety (OHS) committee. At certain intervals, meetings are organized with the participation of our employer representative, OHS specialist, 3 different employee representatives and decisions are taken regarding OHS processes.

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	Although there is no succession planning for key management positions as of 2024 year-end, it is among our targets.
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 / Company Policies / Human Resources Policy
Whether the company provides an employee stock ownership programme	Pay edindirme planı bulunuyor (There is an employee stock ownersip 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 / Company Policies / Human Resourced Policy
The number of definitive convictions the company is subject to in relation to health and safety measures	During the year, 1 of the lawsuits arising from occupational accidents was finalised against us.

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 / Company Policies / TFI TAB Gida Yatirimlari A.Ş and its Subsidiaries 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.	A separate report is not prepared for corporate social responsibility, and the activities carried out in this context are addressed in the sustainability report. On page 165 of the TFI Sustainability Report published in 2023, the activities of TAB Gıda and ecosystem companies in this area are included under the heading "Corporate Responsibility". The relevant report is available at https://www.tabfoods.com/en/sustainability/reports.
Any measures combating any kind of corruption including embezzlement and bribery	TFI and its subsidiaries and affiliates are committed to conducting the Company's business in a legitimate manner in compliance with all applicable corruption laws. To this end, the Anti-Corruption Policy ("Policy") contains guidelines, standards and procedures aimed at ensuring that the Company and its personnel understand and comply with applicable corruption laws in all their dealings with current and prospective customers and recipients of the Company, third parties, business partners and others. There is an Ethics Line organisation for the reporting of possible actions that may be considered as a violation of the established rules and it is aimed to report misconduct within this scope. The directors, officers and managers of the Company fully support this policy and undertake to prevent bribery and corruption and to respond appropriately to any incident that may require intervention. The General Manager in charge of Field Operations, Family Businesses, Human Resources, Internal Audit and Administrative Affairs/Information Technologies is responsible for the implementation of this policy. In addition, the Company's Code of Ethics clearly states the rules that employees must comply with in order to combat corruption.

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	There was no delegation of authority.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	Group Internal Control submitted 2 reports to the Audit Committee and the Board of Directors on the assessment of the adequacy of internal controls for 6 main processes.
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	Internal Audit Activities
Name of the Chairman	Erhan Kurdoğlu
Name of the CEO	Özgür Çetinkaya
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	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	https://www.kap.org.tr/en/Bildirim/1371431
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	None.
The number and ratio of female directors within the Board of Directors	Number of woman members 1 (one); rate 17

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
ERHAN KURDOĞLU		Male	Chairman of the Board	Businessman / Businesswoman	28/04/2023	Non-Executive	Yönetim kurulu Başkanı	Grup içi şirketlerde Yönetim Kurulu Üyeliği		-	-	Dependent Member
KORHAN KURDOĞLU		Male	Deputy Chairman of the Board	Businessman / Businesswoman	28/04/2023	Non-Executive	Yönetim Kurulu Başkan Vekili	Grup içi şirketlerde Yönetim Kurulu Üyeliği		-	-	Dependent Member
RECEP CANER DİKİCİ		Male	Member of the Board	Managing Director / Chief Executive	28/04/2023	Non-Executive	Genel Müdür	TFI Tab Gıda Yatırımları A.Ş., Pangea Foods China Holdings Ltd., Pangea Foods China Intermediate Ltd. şirketlerinde Yönetim Kurulu Üyesi		-	-	Dependent Member				Kurumsal Yönetim Komitesi Üyesi, Riskin Erken Saptanması Komitesi Üyesi
MUHAMMED FURKAN ÜNAL		Male	Member of the Board	Managing Director / Chief Executive	28/04/2023	Non-Executive	-	Atakey Patates Gıda Sanayi Ve Ticaret Anonim Şirketi, UBA-United Bank of Albania, Kazakh Zaman Bank-Kazakhstan şirketlerinde yönetim kurulu üyesi		-	-	Dependent Member				Kurumsal Yönetim Komitesi Üyesi, Riskin Erken Saptanması Komitesi Üyesi
HALİL DOĞAN BOLAK		Male	Member of the Board	Engineer	29/12/2023	Non-Executive	-	B4YO Yönetim Danışmanlığı A.Ş. Yönetim Kurulu Üyesi; ROTU Entertainment & Media, Ltd. Yönetim Kurulu Üyesi, Türk Eğitim Vakfı Mütevelli Heyeti Üyesi, Türkpetrol Vakfı Mütevelli Heyeti Üyesi. Atakey Patates Gıda Sanayi Ve Ticaret A.Ş. Bağımsız Yönetim Kurulu Üyesi	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1230898			Denetimden Sorumlu Komite Başkanı, Riskin Erken Saptanması Komitesi Başkanı
AYŞE AYŞİN IŞIKGECE		Female	Member of the Board	Economist	29/12/2023	Non-Executive	-	Yönetim Kurulunda Kadın Derneği Yönetim Kurulu Üyesi, Atakey Patates Gıda Sanayi Ve Ticaret A.Ş. Bağımsız Yönetim Kurulu Üyesi	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1230898			Denetimden Sorumlu Komite Üyesi, Kurumsal Yönetim Komitesi Başkanı

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	The Board of Directors physically convened 4 times during the year.
Director average attendance rate at board meetings	%100
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	Although no written deadline has been set in this regard, the Management provides information and documents to the members a reasonable time before the meetings.
The name of the section on the corporate website that demonstrates information about the board charter	Investor Relations / Public Offering Information / Articles of Association
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	-

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)	-	80%	25%	4	4
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	33%	6	6

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)	-	Halil Doğan BOLAK	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Ayşe Ayşin IŞIKGECE	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Halil Doğan BOLAK	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Recep Caner DİKİCİ	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Muhammed Furkan ÜNAL	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Ayşe Ayşin IŞIKGECE	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Recep Caner DİKİCİ	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Muhammed Furkan ÜNAL	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Can Kaya Öztoprak	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)	Investor Relations / Corporate Governance / Committees / Working Principles of the 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)	Investor Relations / Corporate Governance / Committees / Corporate Governance Committee Working Principles
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)	None. The Corporate Governance Committee fulfills the duties of the Nomination 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)	Investor Relations / Corporate Governance / Committees / Risk Committee Working Principles
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)	None. The Corporate Governance Committee fulfills the duties of the 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)	Legal Explanations
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)	Legal Explanations

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)	-	80%	25%	4	4
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	33%	6	6