KAP

PETKİM PETROKİMYA HOLDİNG A.Ş.

PETKM

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	5

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/tr/Bildirim/1288451 https://www.kap.org.tr/tr/Bildirim/1299169
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	English version of the public disclosure was 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 PDP announcements due to the fact that there is not any unanimous transactions of the participants or the approval of the majority of the independent members.
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)	https://www.kap.org.tr/tr/Bildirim/1288450
The name of the section on the corporate website that demonstrates the donation policy of the company	https://www.petkim.com.tr/assets/uploads/petkim-bagis-yard%C4%B1m-politikasi.pdf It is examined under the name of Donation and Aid Policy within the scope of the policies within the Corporate Governance section
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/270355
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	In accordance with Article-30 of the Articles of Association, unless otherwise decided by the General Assembly, the meetings are held open to the related parties and the media; however, the participants of the meeting who do not have the title of a shareholder or proxy do do not have the right to speak and vote.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Members of the Board of Directors, the representative of the audit firm and the shareholders.

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.	The Privatization Administration is the shareholder of C group privileged share. It has 1 share and 1 voting right.
The percentage of ownership of the largest shareholder	%51

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.	Not applicable.

1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy	https://www.petkim.com.tr/assets/uploads/kar-dagitim-politikasi.pdf
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.	https://www.kap.org.tr/tr/ek-indir/4028328d8ff3a86d01901278706f3aca
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/1299169

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
13/06/2024	0	%55,49	%0,01	%55,48	https://www.petkim.com.tr/genel-kurul	https://www.petkim.com.tr/genel-kurul	-	157	https://www.kap.org.tr/tr/Bildirim/1299169

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 section.
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.petkim.com.tr/sermaye-ortaklik-yapisi
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	Independence statements of the independent members of the Board of Directors and the duties of the members of the Board of Directors and the executives outside the Company are provided under the heading.
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	This information is included under the heading of Board Committees 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	It is included in the Operating Principles of the Board of Directors (Corporate Governance Principles Compliance Report).
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 were no legislative changes that could 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	This information is given under the title of lawsuits filed against the Company and its possible results.
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	It is under the title of conflicts between the company's services such as investment consultancy and rating and the measures taken to prevent them.
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%	It is under the heading of Information About Associates.
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	It is under the heading of We are together for investment in human.

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	Within the scope of corporate governance policies, compensation policy is examined.https://www.petkim.com.tr/assets/uploads/petkim-tazminat-politikasi.pdf
The number of definitive convictions the company was subject to in relation to breach of employee rights	9
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Compliance Coordinator
The contact detail of the company alert mechanism	https://socar.com.tr/uploads/etik-kurallar.pdf

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	It is included under human resources section.https://www.petkim.com.tr/insan-ve-toplum
Corporate bodies where employees are actually represented	Occupational Health and Safety Board and Union

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	Critical position examinations related to succession planning are conducted by the Head of Human Resources within information of 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.	It is included under human resources section.https://www.petkim.com.tr/insan-ve-toplum
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.	It is included under human resources section.https://www.petkim.com.tr/insan-ve-toplum
The number of definitive convictions the company is subject to in relation to health and safety measures	There is not any.

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	In the Corporate section under Ethical Values&Policies section.https://socar.com.tr/uploads/etik-kurallar.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.	It is examined under the social responsibility section within the sustainability.https://www.petkim.com.tr/insan-ve-toplum
Any measures combating any kind of corruption including embezzlement and bribery	It is examined under the heading of anti-corruption and trade controls.https://socar.com.tr/uploads/etik-kurallar.pdf

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	The authority has not been delegated.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	The Board of Auditors or other relevant committees prepare their reports and committee decisions by taking the information, evaluation or explanations from the units they consider as necessary. The method of submitting the completed reports by the internal control unit to the supervisory board has not been adopted. Reports completed by the internal control unit are submitted to management.
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	It is examined under the heading of risks and managing body judgement.
Name of the Chairman	Anar MAMMADOV
Name of the CEO	Kanan MİRZAYEV
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	It is 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	There is an executive liability insurance with respect to the damages that may be caused by the Board of Directors on duty and the amount of the insurance does not exceed 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	Two women are board members. The ratio to the board members is 2/9.

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
ANAR MAMMADOV		Male	Chairman of the Board	Managing Director / Chief Executive	15/09/2023	Non-Executive	GENEL MÜDÜR - RAFİNERİ ve PETROKİMYA İŞ BİRİMİ BAŞKANI	SOCAR Başkan Yardımcısı	Yes	0	A	Dependent Member	-	Not Considered	No	-
KANAN NAJAFOV		Male	Deputy Chairman of the Board	Managing Director / Chief Executive	09/09/2021	Non-Executive	Yönetim Kurulu Üyesi	SOCAR Başkan Yardımcısı	Yes	0	A	Dependent Member	-	Not Considered	No	Kurumsal Yönetim Komitesi Üyesi
ZAUR GURBANOV		Male	Member of the Board	Managing Director / Chief Executive	09/09/2021	Non-Executive	Yönetim Kurulu Üyesi	SOCAR Başkan Yardımcısı	Yes	0	A	Dependent Member	-	Not Considered	No	Riskin Erken Saptanması Komitesi Üyesi
ELCHIN IBADOV		Male	Member of the Board	Managing Director / Chief Executive	24/04/2024	Executive	RAFİNERİ ve PETROKİMYA İŞ BİRİMİ MALİ İŞLER BAŞKAN YARDIMCISI	SOCAR Türkiye CEO	Yes	0	A	Dependent Member	-	Not Considered	No	Riskin Erken Saptanması Komitesi Üyesi
ÖMÜR ÖNK		Male	Member of the Board	Managing Director / Chief Executive	24/04/2024	Non-Executive	-	SOCAR Türkiye Strateji ve Sürdürülebilirlik Başkanı	Yes	0	A	Dependent Member	-	Not Considered	No	Kurumsal Yönetim Komitesi Üyesi
ESRA NİĞDE ŞAHİNER		Female	Member of the Board	Managing Director / Chief Executive	24/04/2024	Non-Executive	-	SOCAR Türkiye Grup Koordinatörü Kıdemli Hukuk Müşaviri	No	0	A	Dependent Member	-	Not Considered	No	Kurumsal Yönetim Komitesi Üyesi
BEKİR EMRE HAYKIR		Male	Member of the Board	Managing Director / Chief Executive	05/09/2022	Non-Executive	-	Özelleştirme İdaresi Başkanı	Yes	0	A	Independent Member	https://www.kap.org.tr/tr/Bildirim/1055049	Considered	No	Riskin Erken Saptanması Komitesi Başkanı, Denetimden Sorumlu Komite Üyesi
NACİYE KURTULUŞ SİME		Female	Member of the Board	Managing Director / Chief Executive	06/05/2024	Non-Executive	-	Regnum Holding A.Ş. Danışman Yönetim Kurulu Üyesi	Yes	0	A	Independent Member	https://www.kap.org.tr/tr/Bildirim/1288451	Considered	No	Denetimden Sorumlu Komite Başkanı
SEDAT SARUHAN		Male	Member of the Board	Lawyer	19/08/2024	Non-Executive	-	-	No	0	C	Independent Member	-	Considered	No	Kurumsal Yönetim Komitesi Başkanı

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	3
Director average attendance rate at board meetings	%88
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	At least 3 days ago (in accordance with the Contract)
The name of the section on the corporate website that demonstrates information about the board charter	https://www.petkim.com.tr/assets/uploads/esas_sozlesme.pdf Article 15 in the Contract.
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	The information is under the committees established under the Board of Directors.
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/123531

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)	-	Naciye Kurtuluş Sime	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Bekir Emre Haykır	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Bekir Emre Haykır	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Zaur Gurbanov	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Elchin Ibadov	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Sedat Saruhan	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Kanan Najafov	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Ömür Önk	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Esra Niğde Şahiner	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Aydın Pırıyev	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Emre Can Yüceoğlu	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)	It is examined under the title of 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)	It is examined under the title of Corporate Governance Committee.
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)	Nomination Committee is examined under the heading of Corporate Governance Committee. The duties of the Nomination Committee and Remuneration Committee were decided to be fulfilled by the Corporate Governance Committee within the scope of the article 4.5.1. of the notification related to determination and implementation of Corporate Governance Principles.
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)	It is examined under the heading of Early Detection of Risk Committee.
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 Remuneration Committee is examined under the heading of Corporate Governance Committee. The duties of the Nomination Committee and Remuneration Committee were decided to be fulfilled by the Corporate Governance Committee within the scope of the article 4.5.1. of the notification related to determination and implementation of Corporate Governance Principles.

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)	It is examined under the heading of Management's Financial Status Assessment.
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	There are policies under the heading of corporate governance. Policies include a remuneration policy.https://www.petkim.com.tr/assets/uploads/petkim-ucretlendirme-politikasi.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)	The remuneration of the members of the Board of Directors and the executives with administrative responsibility is disclosed in the annual report not individually, but collectively in the footnote of the independent auditors report.

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(includes online)	5
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	100%	17%	-	4
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	66%	33%	-	6