PDP

ZİRAAT GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.

ZRGYO

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/tr/Bildirim/1417872; https://www.kap.org.tr/tr/Bildirim/1434941; https://www.kap.org.tr/tr/Bildirim/1442832
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Provided.
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 transaction that was not approved by the majority of the independent members or unanimously by the members participating in the meeting.
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)	No related party transactions subject to disclosure on the Public Disclosure Platform (KAP) under Article 9 occurred during the period.
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/1528156
The name of the section on the corporate website that demonstrates the donation policy of the company	Investor Relations > Policies > Donation Policy
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved	The Donation Policy was adopted at the Ordinary General Meeting held on June 19, 2020, for the year 2019. Since our Company was not publicly traded at that time, no notification was made to the Public Disclosure Platform (KAP).
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	This is regulated in Articles 26 and 27 of the Articles of Association.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	The general assembly meeting for the year 2024, held on May 7, 2025, was attended by shareholders and their representatives, as well as a member of the Board of Directors, relevant company personnel, and a representative of the independent auditing firm, representing the Company.

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.	Class A shares have the privilege of nominating candidates for the Board of Directors. T.C. Ziraat Bankası A.Ş. is the holder of the Class A shares granting this privilege, with a Class A shareholding ratio of 15.22%.
The percentage of ownership of the largest shareholder	%81,06

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	Investor Relations > Policies > Dividend Distribution Policy https://ziraatgyo.com.tr/en/kar-dagitim-politikasi
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 distribution was made during the accounting period.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	Dividend distribution was made during the accounting period.

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
07/05/2025	0	%98,52	%0,00	%98,52	Investor Relations > General Assembly > General Assembly Meeting Minutes	Investor Relations > General Assembly > General Assembly Meeting Minutes	Article 12	55	https://www.kap.org.tr/en/Bildirim/1417872 https://www.kap.org.tr/en/Bildirim/1434941 https://www.kap.org.tr/en/Bildirim/1442832

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	"About" and "Investor Relations" sections
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.	No natural person directly or indirectly owns more than 5% of the shares, and the Company?s shareholding structure is available on its website under ?About Us > Shareholding Structure.
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	"Management and Corporate Governance Practices" / "Independence Statements of Independent Board Members" "Management and Corporate Governance Practices" / "Duties Performed by Board Members 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	"Management and Corporate Governance Practices" / "Committees"
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	"Management and Corporate Governance Practices" / "Company Board of Directors and Senior Executives"
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	"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	"Other Matters" / "Lawsuits Filed/Ongoing Against the Company"
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	"Management and Corporate Governance Practices" / "Firms Providing Consulting, Auditing and Valuation 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%	There is no reciprocal ownership relationship. The company has subsidiaries. "Management and Corporate Governance Practices"/ "Subsidiaries"
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	Investor Relations > Policies > Stakeholder Policy > Human Resources Policy, Investor Relations > Policies > Sustainability Policy

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	Our company has no compensation policy other than the legal compensations stipulated by law and regulations.
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)	None.
The contact detail of the company alert mechanism	-

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	There are no specific regulations regarding employee participation in management bodies.
Corporate bodies where employees are actually represented	Investor Relations > Policies > Stakeholder Policy > Human Resources Policy

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 written succession plan, promotions to key executive positions are subject to the authority 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.	Investor Relations > Policies > Stakeholder Policy > 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.	Investor Relations > Policies > Stakeholder Policy > Human Resources Policy, Investor Relations > Policies > Sustainability 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	Investor Relations > Corporate Governance > 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 > Policies > Sustainability Policy
Any measures combating any kind of corruption including embezzlement and bribery	These matters are reviewed within the scope of the Company?s internal and external audit activities. The prohibition on employees obtaining benefits is regulated under the ?Disciplinary Regulation? and has been communicated to all employees.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	No performance evaluation is conducted for the Board of Directors.
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	Himmet AKSOY (Chairman of the Board) and Levent MARMARALI (Deputy Chairman of the Board) are authorized to jointly represent and bind the Company in all matters.
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	"Management and Corporate Governance Practices" / "Risks and the Assessment of the Governing Body"
Name of the Chairman	Himmet AKSOY
Name of the CEO	Peyami Ömer ÖZDİLEK
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	None.
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	None.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	There is no such policy.
The number and ratio of female directors within the Board of Directors	There is 1 female member, representing 16.7%.

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
HİMMET AKSOY		Male	Chairman of the Board	Banker	10/06/2024	Non-Executive	Yönetim Kurulu Başkanı	Ziraat Bankası İç Operasyonlar Grup Başkanı, Ziraat Filo ve Mobilite Çözümler A.Ş. Yönetim Kurulu Başkanı	Yes	-	-	Dependent Member
LEVENT MARMARALI		Male	Deputy Chairman of the Board	Banker	01/11/2016	Non-Executive	Deputy Chairman of the Board - Board Membership	Ziraat Bankası Kurumsal İletişim Bölüm Başkanı	Yes	-	-	Dependent Member				Member of Corporate Governance Committee - Member of Committee for Early Detection of Risk
PEYAMİ ÖMER ÖZDİLEK		Male	Member of the Board	Banker	04/12/2019	Executive	Deputy Chairman of the Board- Chairman of the Board- General Manager	-	Yes	-	-	Dependent Member
SERAP BAYDAR ÇALIŞ		Female	Member of the Board	Architect	10/06/2024	Non-Executive	Board Member	Ziraat Bankası İnşaat Yönetimi Bölüm Başkanı	Yes	-	-	Dependent Member
MUHİTTİN SOYVURAL		Male	Member of the Board	Manager	23/05/2025	Non-Executive	-	-	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1442035	Considered	No	Head of Committee for Audit, Head of Committee for Early Detection of Risk
ALİ ŞÜKRÜ KOÇ		Male	Member of the Board	Civil Engineer	23/05/2025	Non-Executive	-	-	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1442035	Considered	No	Denetim Komitesi 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	21
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	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	Members of the Board of Directors are not restricted from holding other positions outside the Company, and the provisions of the Turkish Commercial Code regarding the prohibition of competition are complied with. During the 2025 fiscal year, no instances occurred in which members of the Board of Directors engaged in transactions with the Company or acted in breach of the prohibition of competition.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	"Management and Corporate Governance Practices" / "Committees"
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/en/Bildirim/1297777; https://www.kap.org.tr/en/Bildirim/1453873

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
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Ali Şükrü KOÇ	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Levent MARMARALI	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Pelin KILIÇ	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Muhittin SOYVURAL	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Levent MARMARALI	Hayır (No)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Muhittin SOYVURAL	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Ali Şükrü KOÇ	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability Committee	Muhittin SOYVURAL	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability Committee	Peyami Ömer ÖZDİLEK	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability Committee	Vedat ÇELİKBİLEK	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Sustainability Committee	Pelin KILIÇ	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Sustainability Committee	Elif ERSİN KUGU	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 > Committees > Committee for Audit
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 > Committees > 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)	Investor Relations > Committees > 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)	Investor Relations > Committees > Committee for Early Detection of Risk
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)	Investor Relations > Committees > 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)	"Message from the Chairman of the Board", "Message from the General Manager"
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor Relations > 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)	"Management and Corporate Governance Practices" / "Financial Rights Provided to Company Board Members and Senior Executives"

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)	-	67%	33%	2	2
Denetim Komitesi (Audit Committee)	-	100%	100%	4	4
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	50%	6	6
Diğer (Other)	Sustainability Committee	17%	17%	1	1