KAP

KOCAER ÇELİK SANAYİ VE TİCARET A.Ş.

KCAER

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	50 meetings were held with institutional investors and analysts.

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/1281425
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 was no such transaction during the year.
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 under Article 9.
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 is no such transaction under Article 10.
The name of the section on the corporate website that demonstrates the donation policy of the company	Kocaersteel.com/ About Us/ Policies and Regulations/ 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/en/Bildirim/1292020
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Article 11 General Assembly Meetings of the Articles of Association in clause c.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	The General Assembly invitation was shared with the public on Public Disclosure Platform and our company's website, on the other hand, there was no participation other than shareholders in the General Assembly.

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 registered shares have the privilege of nominating candidates to the board of directors and voting in the general assembly. Group B registered shares have voting privileges in the general assembly. Group C bearer shares do not have any privileges. A %18,16 Hakan Kocaer, B %18,16 Hakan Kocaer, C %37,88 Hakan Kocaer ve %25,80 publicly traded
The percentage of ownership of the largest shareholder	%74,20

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	Kocaersteel.com/ About Us/ Policies and Regulations/ Profit 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.	Dividend is distributed.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	Dividend is distributed.

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
27/05/2024	0	%77,90	%74,40	%3,50	https://ir.kocaersteel.com/en/general-assembly	https://ir.kocaersteel.com/en/general-assembly	None	0	https://www.kap.org.tr/en/Bildirim/1292020

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/ Corporate Governance
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/ Corporate Governance/ partnership-structure-and-concession-information
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	Annual Report / Section A-8 Duties Performed by Board Members and Managers Outside the Company
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 / Section A-12 Committees Established within 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	Anual Report / Section A-10 Number of Meetings of the Board of Directors During the Year and Participation Status
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	Annual Report / Section P - Other Matters / Legislative Changes
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 / Section G- Legal Cases
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	Annual Report / Section P - 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%	Annual Report / Corporate Governance Compliance Report Voting Rights Section
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 / Section H- Social Responsibility Projects

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 number of definitive convictions the company was subject to in relation to breach of employee rights	There are 11 final judicial decisions due to breach of employee rights.
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Internal Systems Director
The contact detail of the company alert mechanism	etik.kurul@kocaersteel.com Phone: (232) 625 18 60 Company portal - Ethics Line

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	-
Corporate bodies where employees are actually 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	Within the scope of talent management works carried out within our company, succession plans are created for key positions. Backup plans created and appointments to key roles are submitted to the Board of Directors for approval when necessary.
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.	Kocaersteel.com/ About Us/ 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.	Kocaersteel.com/ About Us/ Human Resources and Human Rights Policies
The number of definitive convictions the company is subject to in relation to health and safety measures	There is 2 definitive conviction against our company.

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	Kocaersteel.com/ About Us/ Ethical Principles
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.	Kocaersteel.com/ Sustainability
Any measures combating any kind of corruption including embezzlement and bribery	Kocaer Çelik board members, employees and all related parties are required to stay away from all kinds of behavior and actions within the scope of corruption. Regardless of public or private sector, it is prohibited to receive or give any kind of cash/non-cash benefit that may be within the scope of corruption.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	21/01/2025
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	Hakan Kocaer (Chairman), Mehmet Çakmur (Deputy Chairman and CEO)
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	8
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/ Section E
Name of the Chairman	Hakan Kocaer
Name of the CEO	Orhan Timurhan
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	CEO and Chairman are not the same people.
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	The number of female board members is 1 and the ratio is 12.5%.

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
HAKAN KOCAER		Male	Chairman of the Board	Businessman / Businesswoman	25/04/2012	Executive	Yönetim Kurulu Başkanı - Hissedar	Yağız Nakliyat Hissedar, Kocaer Enerji YK Başkanı ve Hissedar, Kocaer Dış Ticaret YK Üyesi	Yes	74.2	A,B,C	Dependent Member
MEHMET ÇAKMUR		Male	Deputy Chairman of the Board	Businessman / Businesswoman	29/08/2023	Executive	Yönetim Kurulu Üyesi	M Steel Dış Ticaret Ltd Hissedar, YİSAD Yönetim Kurulu Üyesi, Çelik Dış Ticaret Derneği Yönetim Kurulu Başkan Yardımcısı, Kocaer Dış Ticaret YK Başkanı, Kocaer Enerji YK Üyesi	Yes	-	-	Dependent Member
FERDA BESLİ		Male	Member of the Board	Businessman / Businesswoman	20/04/2022	Non-Executive	-	Besfin Finansal Hizmetler ve Danısmanlık YKB, Olgun Çelik, Taypa Tekstil, Tayeks Tekstil, Astay Gayrimenkul İnş., Sultanahmet Turizm, Atikpasa Turizm, Kutlugün Turizm, Halikarnas Turizm ve Tic, Etiler Gayrimenkul Yatırım YK Üyesi, Çelik Halat ve Tel San Bağımsız YK Üyesi	Yes	-	-	Dependent Member				Riskin Erken Saptanması Komitesi Üyesi
RECEP YILMAZ ARGÜDEN		Male	Member of the Board	Businessman / Businesswoman	20/04/2022	Non-Executive	-	ARGE Danışmanlık, Anadolu Grubu Holding ve grup şirketlerinde YK üyeliği, Akkök Holding, DeFacto, TAB Food Investments YK üyeliği, Türkiye Basketbol Federasyonu Asbaşkanlığı	Yes	-	-	Dependent Member				Kurumsal Yönetim Komitesi Üyesi, Aday Gösterme Komitesi Üyesi, Ücret Komitesi Üyesi, Riskin Erken Saptanması Komitesi Üyesi
MESUT UĞUR YILMAZ		Male	Member of the Board	Managing Director / Chief Executive	06/06/2024	Executive	-	-	Yes	-	-	Dependent Member
FATMA FÜSUN AKKAL BOZOK		Female	Member of the Board	Businessman / Businesswoman	25/04/2023	Non-Executive	-	Ford-Otosan, Gözde Girişim Sermayesi, Otokar ve Lila Kağıt Bağımsız YK Üyesi	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1108313	Considered		Denetim Komitesi Başkanı, Kurumsal Yönetim Komitesi Başkanı, Aday Gösterme Komitesi Başkanı, Ücret Komitesi Başkanı
TUĞRUL FADILLIOĞLU		Male	Member of the Board	Businessman / Businesswoman	25/04/2023	Non-Executive	-	Arçelik A.Ş. Bağımsız YK Üyesi, Koleksiyon Mobilya Bağımsız YK Üyesi	No	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1108313	Considered		Riskin Erken Saptanması Komitesi Başkanı, Denetim Komitesi Üyesi
AYŞE SELEN KOCABAŞ		Female	Member of the Board	Businessman / Businesswoman	21/04/2025	Non-Executive	-	Tekfen Holding, Tat Gıda Bağımsız YK Üyesi, Aydın Grup İcra Kurulu ve MultinetUP Grup, English Home, Eve Danışman YK Üyesi, Yönetim Kurulunda Kadın Derneği Kurucu YK Üyesi, Yeniden Biz Derneği Kurucu Üye/Eş Başkanı, Teknolojide Kadın Derneği Kurucu Üyesi, Endeavor Danışma Kurulu üyesi ve mentör	No	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1393464	Considered

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	12
Director average attendance rate at board meetings	%93
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	Members are informed within a reasonable period of time, at least two days in advance of the meeting.
The name of the section on the corporate website that demonstrates information about the board charter	https://ir.kocaersteel.com/en/board-directors-committees/ Corporate Governance Committee Working Principles
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/ Section A12
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/en/Bildirim/1105434

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)	-	Fatma Füsun Akkal Bozok	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Tuğrul Fadıllıoğlu	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Fatma Füsun Akkal Bozok	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Dr Yılmaz Argüden	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Zümrüt Can Ambarcı	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Tuğrul Fadıllıoğlu	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Ferda Besli	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Dr Yılmaz Argüden	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/ Section A12
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/ Section A12
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)	Relevant duties are carried out by the Corporate Governance 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)	Annual Report/ Section A12
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)	Relevant duties 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)	Annual Report/ Section J
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	https://www.kocaersteel.com/en/policies-and-regulations/ Pricing 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/ Section B

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)	-	67%	33%	4	4
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	33%	4	4