KAP

ASTOR ENERJİ A.Ş.

ASTOR

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	A total of 102 teleconferences and meetings were held in 2024. 80 of these were domestic and 22 were foreign. 2 were with press representatives, 1 with investors, 96 with investment institutions, banks, credit rating companies, 2 with sustainability companies, and 1 with a technology company.

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/1292701
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Not 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 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)	There is no such transaction.
The name of the section on the corporate website that demonstrates the donation policy of the company	https://astoras.com.tr/kurumsal-yonetim-politikalari/
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved	https://astoras.com.tr/wp-content/uploads/2024/05/Astor-2022-c4-faaliyet-raporu.pdf As stated in the 5.3. section of the Y.K. Activity Report in the link, the Donation and Aid Policies were accepted with the General Assembly Decision dated 19.09.2022 before the company's public offering.
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Astor Articles of Association Article 10
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	All rights and stakeholders as well as the press and media are invited to our General Assembly meeting.

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 shares have the privilege of 5 votes per share.
The percentage of ownership of the largest shareholder	%67,25

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 policies https://astoras.com.tr/wp-content/uploads/2024/05/Astor-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.	Dividends have been distributed.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	Dividends have been 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
30/05/2024	0	%72,15	%71,01	%1,14	investor relations-general assembly https://astoras.com.tr/genel-kurul/	investor relations-general assembly https://astoras.com.tr/genel-kurul/	Article 8	23	https://www.kap.org.tr/tr/Bildirim/1292701

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	All information can be accessed from the relevant sections under the Investor Relations tab at https://astoras.com.tr/.
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://astoras.com.tr/sirket-bilgisi/
List of languages for which the website is available	Turkish, English, Arabic, French, Russian.

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	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 Established in Accordance with the Provisions of TCC, CMB and Other Relevant Legislation
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	Number of Meetings and Participation Status of the Board of Directors during the 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	Information about Legislative Changes That May Significantly Affect Company Activities
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	Lawsuits, Administrative-Judicial Sanctions
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	Information about conflicts of interest between the company and the institutions from which it receives services such as investment consultancy and rating, and the measures taken by the company to prevent these conflicts of interest.
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%	Direct and Indirect Subsidiaries / Group Companies
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	Information on Employees' Social Rights, Vocational Training and Other Company Activities That Generate Social and Environmental Consequences

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	https://astoras.com.tr/kurumsal-yonetim-politikalari/
The number of definitive convictions the company was subject to in relation to breach of employee rights	4
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Internal Audit Manager
The contact detail of the company alert mechanism	Complaints, suggestions and reports to the company are provided through two methods: 1-Electronic applications made by employees, customers and third parties evaluated by the Ethics Board via etikhat@astoras.com.tr. 2-Applications made by company employees and employee representatives ex officio or in writing to the complaint boxes within the scope of the Request, Suggestion and Complaint Regulation.

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 is no public link to the relevant internal regulation.
Corporate bodies where employees are actually represented	Employees are represented in the Employee Representatives Committee.

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	Astor Enerji manages the succession planning application for key positions under the supervision of the Board of Directors.The Succession Policy is displayed on the website.
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://astoras.com.tr/wp-content/uploads/2024/05/Astor-insan-kaynaklari-politikasi.pdf
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://astoras.com.tr/wp-content/uploads/2024/05/Astor-insan-kaynaklari-politikasi.pdf
The number of definitive convictions the company is subject to in relation to health and safety measures	2

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	https://astoras.com.tr/wp-content/uploads/2024/05/Astor-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.	Our 2023 GRI index-compliant Sustainability Report has been published at https://astoras.com.tr/.
Any measures combating any kind of corruption including embezzlement and bribery	https://astoras.com.tr/wp-content/uploads/2024/05/Astor-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	-
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	12
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	Information on the Internal Control System and Internal Audit Activities and the Management Body's Opinion on This Subject
Name of the Chairman	Feridun GEÇGEL
Name of the CEO	Hakan ÜNSAL
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	The Chairman of the Board and the Chief Executive Officer are different persons.
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	Our company has issued an insurance policy below the said rate within the scope of Executive Liability Insurance, including the members of the Board of Directors and senior managers, due to the damages they may cause to the company due to their faults during their duties. However, our Company did not make an individual PDP statement.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	The Diversity and Inclusion policy states, "Since the Board of Directors changes only once every three years, the inclusion of female members is evaluated every three years."
The number and ratio of female directors within the Board of Directors	%0

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
FERİDUN GEÇGEL		Male	Chairman of the Board	Businessman / Businesswoman	26/07/2005	Executive	CHAIRMAN OF THE BOARD	-	No	78.96	WRITTEN NAME	Dependent Member		Not Considered	No
ENVER GEÇGEL		Male	Deputy Chairman of the Board	Managing Director / Chief Executive	26/09/2022	Executive	GENERAL MANAGER	-	No	-	-	Dependent Member		Not Considered	No
YUSUF GEÇGEL		Male	Member of the Board	Managing Director / Chief Executive	26/09/2022	Executive	-	-	No	-	-	Dependent Member		Not Considered
HAKAN ÜNSAL		Male	Member of the Board	Managing Director / Chief Executive	26/09/2022	Executive	DEPUTY GENERAL MANAGER	-	No	-	-	Dependent Member		Not Considered	No
İSMAİL ŞAHİNER		Male	Member of the Board	Businessman / Businesswoman	16/02/2024	Non-Executive	-	Alfa Solar Bağımsız Yönetim Kurulu Üyesi	No	-	-	Independent Member		Considered	No	Kurumsal Yönetim Komitesi-üye Riskin Erken Saptanması Komitesi-başkan Denetimden Sorumlu Komite-üye
SALİH TUNCER MUTLUCAN		Male	Member of the Board	Businessman / Businesswoman	26/09/2022	Non-Executive	-	Doğanlar Holding, Biotrend Çevre ve Enerji Yatırımları A.Ş, Doğanlar Mobilya Grubu Member of the Board	Yes	-	-	Independent Member		Considered	No	Kurumsal Yönetim Komitesi-başkan Riskin Erken Saptanması Komitesi-üye Denetimden Sorumlu Komite-başkan

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	36
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	7 days
The name of the section on the corporate website that demonstrates information about the board charter	https://astoras.com.tr/wp-content/uploads/2024/05/Astor-ic-yonerge.pdf
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	Although the upper limit is not defined, candidacy may or may not be accepted by considering the duties of the candidate outside the Company in the election of members.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Committees Established in Accordance with the Provisions of TCC, CMB and Other Relevant Legislation
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/1114830

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)	-	Salih Tuncer Mutlucan	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	İsmail Şahiner	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Salih Tuncer Mutlucan	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	İsmail Şahiner	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Olcay Doğan	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	İsmail Şahiner	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Salih Tuncer Mutlucan	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Olcay Doğan	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)	Committees Established in Accordance with the Provisions of TCC, CMB and Other Relevant Legislation
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)	Committees Established in Accordance with the Provisions of TCC, CMB and Other Relevant Legislation
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)	Committees Established in Accordance with the Provisions of TCC, CMB and Other Relevant Legislation
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)	Committees Established in Accordance with the Provisions of TCC, CMB and Other Relevant Legislation
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)	Committees Established in Accordance with the Provisions of TCC, CMB and Other Relevant Legislation

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)	The message from the Chairman of the Board of Directors is included in the annual report.
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	https://astoras.com.tr/wp-content/uploads/2024/05/genelkurul-ucret-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)	Financial Benefits Provided, Such as Attendance Allowance, Wages, Bonuses, Bonuses, Dividends

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%	9	10
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	67%	67%	8	17
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	67%	67%	1	1