PDP

ADEL KALEMCİLİK TİCARET VE SANAYİ A.Ş.

ADEL

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	None.

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/1433686
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Not offered.
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	Within the scope of Principle 1.3.9., there are no transactions that do not have the approval of the majority of the independent members or the unanimous vote of the participants.
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 related party transactions within the scope of Article 9 of the Corporate Governance Communiqué.
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/1411622
The name of the section on the corporate website that demonstrates the donation policy of the company	Our policy on donations and grants is included in the articles of association and is not published on our website. Investor Relations --> Corporate Governance --> Articles of Association
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/1411622
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	It is stipulated in Articles 32 and 33 of our Articles of Association. Investor Relations --> Corporate Governance --> Articles of Association
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	The 2025 General Assembly meeting was attended by auditors and company employees in addition to shareholders. 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	Hayır (No)
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.	There are no voting privileges.
The percentage of ownership of the largest shareholder	%56,89

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.adel.com.tr/eng/investor-relations/dividends-and-capital-increases/dividends
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.	There were no such proposals.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	There were no such proposals.

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
16/04/2025	0	%56,93	%0,01	%56,92	Investor Relations / Corporate Governance / General Assembly	Investor Relations / Corporate Governance / General Assembly	12	0	https://www.kap.org.tr/en/Bildirim/1433686

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.adel.com.tr/eng/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.	It is not available on our corporate website and is disclosed on KAP under General Information - Capital and Shareholding 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	The duties of the members of the board of directors and executives outside the company are disclosed in the Annual Report --> Corporate Governance --> Section IV Board of Directors --> 15.Structure and Composition of the Board of Directors. Declarations of Independence are presented under the Annual Report --> Declarations of Independence of Independent Members 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 --> IV Board of Directors --> 17. Number, Structure and Independence of the Committees 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	Annual Report --> Corporate Governance --> IV Board of Directors --> 16. 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	There are no legislative changes that may significantly affect the Company's operations.
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 --> Financial Statements and Independent Auditors' Report --> Note 12 Provisions, Contingent Assets and Liabilities.
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	Investment advisory and rating services are not provided.
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 mutual subsidiary.
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 --> Corporate Governance Report --> Section III - Stakeholders --> 14. Code of Ethics and 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	None.
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)	CEO
The contact detail of the company alert mechanism	https://www.adel.com.tr/eng/investor-relations/corporate-governance/working-principles

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	Syndicate

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	Appointments made within this framework are evaluated at the board level.
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.adel.com.tr/eng/human-resources/human-resources-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.adel.com.tr/eng/human-resources/human-resources-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.adel.com.tr/eng/human-resources/human-resources-policy
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.adel.com.tr/eng/sustainability/sustainability-approach
Any measures combating any kind of corruption including embezzlement and bribery	https://www.adel.com.tr/eng/human-resources/human-resources-policy

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	None.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	Three
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 --> Corporate Governance --> Section IV Board of Directors --> 18. Risk Management and Internal Control Mechanism
Name of the Chairman	Kamilhan Suleyman Yazici
Name of the CEO	Oguz Ucanlar
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 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/1397480
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	1 - %8,33

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
KAMİLHAN SÜLEYMAN YAZICI	Male	Chairman of the Board	Managing Director / Chief Executive	13/04/2017	Non-Executive	Deputy Chairman/Member of the Board of Directors	Chairman of the Board of Directors of Anadolu Group Companies	Yes	-	-	Dependent Member		Not Considered	No
TUĞBAN İZZET AKSOY	Male	Deputy Chairman of the Board	Managing Director / Chief Executive	13/04/2023	Non-Executive	Board Member	Board Member in Anadolu Group Companies	Yes	-	-	Dependent Member		Not Considered	No	Early Detection of Risk Committee Member
İBRAHİM İZZET ÖZİLHAN	Male	Member of the Board	Managing Director / Chief Executive	16/04/2024	Non-Executive	-	Vice Chairperson of TÜSİAD; Board Member at Anadolu Group companies; and Board Member of TÜRKONFED.	Yes	-	-	Dependent Member		Not Considered	No	Corporate Governance Committee Member- Early Detection of Risk Committee Member- Sustainability Committee Member
NAZİK MELTEM METİN	Female	Member of the Board	Managing Director / Chief Executive	16/04/2024	Non-Executive	-	Co-Founder and Founding Partner of Inova Group and Startme	Yes	-	-	Dependent Member		Not Considered	No	Corporate Governance Committee Member-Early Detection of Risk Committee Member- Sustainability Committee Member
BURAK BAŞARIR	Male	Member of the Board	Managing Director / Chief Executive	16/04/2024	Non-Executive	-	Chief Executive Officer of Anadolu Group; Chairperson of the Sustainability Committee at Anadolu Group; and Member of TÜSİAD.	Yes	-	-	Dependent Member		Not Considered	No	Early Detection of Risk Committee Member- Sustainability Committee Member
MEHMET HURŞİT ZORLU	Male	Member of the Board	Managing Director / Chief Executive	03/04/2014	Non-Executive	Chief Executive Officer in Anadolu Group	Board Member at Anadolu Group companies and Member of the High Advisory Council of TÜYİD (Turkish Investor Relations Society)	Yes	-	-	Dependent Member		Not Considered	No	Corporate Governance Committee Member
İBRAHİM TAMER HAŞİMOĞLU	Male	Member of the Board	Managing Director / Chief Executive	13/04/2023	Non-Executive	Board Member	Board Member at various Koç Group companies; Member of the Board of Trustees of TÜSİAD and the Hisar Education Foundation (HEV)	Yes	-	-	Dependent Member		Not Considered	No	Corporate Governance Committee Member- Early Detection of Risk Committee Member
CONSTANTIN PETER NEUBECK			Managing Director / Chief Executive	15/04/2026		-	Commercial Director Europe, Faber-Castell Vertrieb GmbH Managing Director, Faber-Castell Vertrieb GmbH Chief Financial Officer (CFO), Faber-Castell AG		-	-
İZZET KARACA	Male	Member of the Board	Managing Director / Chief Executive	13/04/2023	Non-Executive	Board Member	Board Member at Sütaş, Enfaş, Tarfaş, and selected Anadolu Group companies	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1593721	Considered	No	Audit Committee Chairman - Early Detection of Risk Committee Member
TAYFUN BAYAZIT	Male	Member of the Board	Managing Director / Chief Executive	13/04/2023	Non-Executive	Board Member	Board Member of Sabancı Holding and Boyner Holding; Board Member and Chairperson of Polisan Holding and its subsidiaries; Founding Partner of Bayazıt Management Consulting Services Ltd. Co.; Independent Board Member of D-Market Elektronik Hizmetler ve Ticaret A.Ş. (Hepsiburada) and Borusan Birleşik Boru Fabrikaları Sanayi ve Ticaret A.Ş. (Borusan Boru)	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1593721	Considered	No	Sustainability Committee Chairman- Audit Committee Member
EYÜP MEHMET CEMİL YÜKSELEN	Male	Member of the Board	Managing Director / Chief Executive	16/04/2024	Non-Executive	-	Founding Partner of MY Investment, MY Enerjisolar, and MY Enerji	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1593721	Considered	No	Sustainability Committee Member
UĞUR BAYAR	Male	Member of the Board	Managing Director / Chief Executive	16/04/2024	Non-Executive	-	Independent Board Member at Migros Ticaret A.Ş.; Member of the High Advisory Council of TÜYİD (Turkish Investor Relations Society); Member of the Board of Trustees of WWF-Türkiye; and Board Member of the Marine Life Conservation Association	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1593721	Considered	No	Corporate Governance Committee Chairman- Early Detection of Risk Committee Chairman

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	Six
Director average attendance rate at board meetings	%93
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	3-5 Days
The name of the section on the corporate website that demonstrates information about the board charter	"Although there is no separate regulation on the conduct of board meetings, the relevant provision is included in the articles of association of the Company. https://www.adel.com.tr/eng/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	None.

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 --> 17. Number, structure and independence of the committees established in the Board of Directors
Link(s) to the PDP announcement(s) with the board committee charters	"EDRC --> https://www.kap.org.tr/en/Bildirim/267378 Audit --> https://www.kap.org.tr/en/Bildirim/348772 Corporate --> https://www.kap.org.tr/en/Bildirim/348773 Sustainability --> https://www.kap.org.tr/en/Bildirim/1277863"

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)	-	Izzet Karaca	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Tayfun Bayazit	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Ugur Bayar	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	I. Izzet Ozilhan	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Meltem Metin	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Mehmet Hursit Zorlu	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Tamer Hasimoglu	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Fatih Cakici	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Ugur Bayar	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	I.Izzet Ozilhan	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Meltem Metin	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Burak Basarir	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Tugban Izzet Aksoy	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Tamer Hasimoglu	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Izzet Karaca	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	"Sürdürebilirlik Komitesi (Sustainability Committee)"	Tayfun Bayazit	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	"Sürdürebilirlik Komitesi (Sustainability Committee)"	I.Izzet Ozilhan	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	"Sürdürebilirlik Komitesi (Sustainability Committee)"	Meltem Metin	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	"Sürdürebilirlik Komitesi (Sustainability Committee)"	Burak Basarir	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	"Sürdürebilirlik Komitesi (Sustainability Committee)"	Eyup Mehmet Cemil Yukselen	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 --> Section IV Board of Directors --> 17. Number, Structure and Independence of the Committees Established in 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 --> Section IV Board of Directors --> 17. Number, Structure and Independence of the Committees Established in 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)	None.
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 --> Section IV Board of Directors --> 17. Number, Structure and Independence of the Committees Established in 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)	None.

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 --> Evaluation of Financial Results for 2025.
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	https://www.adel.com.tr/eng/investor-relations/corporate-governance/policies
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)	"The members of the Board of Directors are entitled to the following benefits under the Annual Report --> Corporate Governance --> Section IV Board of Directors --> 20.Financial Rights, To senior executives, Annual Report --> Other Legal Information on Activities --> Financial Rights Provided to Senior Management."

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)	-	100%	17%	4	4
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	29%	3	6
Denetim Komitesi (Audit Committee)	-	100%	100%	4	4
Diğer (Other)	"Sürdürebilirlik Komitesi (Sustainability Committee)"	100%	40%	3	2