KAP

QUA GRANITE HAYAL YAPI VE ÜRÜNLERİ SANAYİ TİCARET A.Ş.

QUAGR

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	In 2024, the investor relations department met with 11 investors/analysts* in a total of 4 teleconferences and one-on-one meetings. Telephone conferences were organized for analysts after each quarter in which financial results were announced. *Includes multiple meetings with the same person(s).

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	0 (zero)
The number of special audit requests that were accepted at the General Shareholders' Meeting	0 (zero)

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/1300794
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.
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 was 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)	https://www.kap.org.tr/en/Bildirim/1287707
The name of the section on the corporate website that demonstrates the donation policy of the company	yatirimci.qua.com.tr / Corporate Governance / Details on Corporate Governance / 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/tr /Bildirim/1029767
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	It is included in Article 10 of our Articles of Association.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	The list of shareholders attending the General Assembly is as follows: Board Members, Committee Members, Independent Auditor, Ministry Representative and Company personnel responsible for meeting preparations attended the meeting. https://www.kap.org.tr/tr/Bildirim/1300794

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.	Q Yatırım Holding A.Ş. - %63,47
The percentage of ownership of the largest shareholder	%37,90

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.	Does not exist.

1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy	yatirimci.qua.com.tr / Corporate Governance / Details on Corporate Governance / Dividend 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.	Irrelevant (There is a net loss in 2024 finansal statements)
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	Irrelevant (There is a net loss in 2024 finansal statements)

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
14/06/2024	0	%70,20	%0,20	%99,80	yatirimci.qua.com.tr / Corporate Governence / General Shareholders' meeting	yatirimci.qua.com.tr / Corporate Governence/ General Shareholders' meeting / meeting minutes	Agenda item 11	0	https://www.kap.org.tr/tr/Bildirim/1300794

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 is available in the Corporate Governance section of the website
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.	About Company / Shareholder 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	Information on the Company's Governing Body, Senior Executives and Personnel
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	Information on the Company's Governing Body, Senior Executives and Personnel
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	Information on the Company's Governing Body, Senior Executives and Personnel
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	Company Activities and Important Developments Regarding 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	Company Activities and Important Developments Regarding Activities
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	Company Activities and Important Developments Regarding Activities
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%	Shareholders 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	Stakeholders Section

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:// yatirimci.qua.com.tr/ Corporate Governence / Personnel Compensation Policy
The number of definitive convictions the company was subject to in relation to breach of employee rights	0 (zero)
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Ethics Board
The contact detail of the company alert mechanism	etikhatti@qyatirim.com.tr

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	yatirimci.qua.com.tr/ Corporate Governance / Human Resources Policy
Corporate bodies where employees are actually represented	Occupational Health and Safety Committees

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	Succession plans for key management positions are prepared annually and presented to 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.	According to our recruitment procedure; All candidates are treated equally, equal opportunities are given and candidates go through the same evaluation process without discrimination. The Company, in no way legally selection and placement process of gender, race, disability, age, sexual orientation and religion / belief discrimination and not doing that is responsible for ensuring that any illegal discrimination. Recruitment criteria vary according to the requirements of the position.
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 / Corporate Governance / Company Policies / Business Conduct Manual
The number of definitive convictions the company is subject to in relation to health and safety measures	0 (zero)

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	yatirimci.qua.com.tr/ Corporate Governance / Code of Business 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.	yatirimci.qua.com.tr/ Corporate Governance / Annual Reports / 2024, Stakeholders, Code of Ethics, Information Security and Social Responsibility
Any measures combating any kind of corruption including embezzlement and bribery	All the precautions to prevent any fraudulent activities including but not limited to antitrust and anti-bribery has been provided within the Code of Business Ethics which is available on our website.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	No performance evaluation was 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	Chairman of the Board of Directors Ali Ercan (Executive Member), Deputy Chairman of the Board of Directors Yavuz Arıcan (Executive Member), Board Member Murat Yalçın Nak (Non-Executive Member), Board Member Nezih Kırımlı (Independent Member), Board Member Bahadır Ilgaç (Independent Member).
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	2
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	Company Activities and Important Developments Regarding Activities
Name of the Chairman	Ali Ercan
Name of the CEO	Yavuz Arıcan
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	Chairman of the board and chief executive officer/general manager are 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	does not exist
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	does not exist
The number and ratio of female directors within the Board of Directors	0 - 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
ALİ ERCAN		Male	Chairman of the Board	Businessman / Businesswoman	24/08/2016	Executive	CEO	Q Yatırım Holding Yönetim Kurulu Başkanı - Ercan Grubu Şirketlerinde Yönetim Kurulu Üyelikleri	Yes	26.98	B	Dependent Member	-			-
YAVUZ ARICAN		Male	Deputy Chairman of the Board	Engineer	08/01/2018	Executive	Genel Müdür- Üretim Müdürü	Bien Yapı Ürünleri Sanayi Turizm ve Tic. A.Ş. (Yönetim Kurulu Üyesi)	No	0	-	Dependent Member	-			-
MURAT YALÇIN NAK		Male	Member of the Board	Economist	24/09/2024	Non-Executive	-	Taxim Capital Advisers Limited (Kurucu ve Yönetici Ortak)	Yes	0	-	Dependent Member	-			Riskin Erken Saptanması Komitesi - Üye, Kurumsal Yönetim Komitesi - Üye
NEZİH KIRIMLI		Male	Member of the Board	Economist	13/02/2024	Non-Executive	-	Kibar Dış Ticaret A.Ş (Dış Ticaret Direktörü)	Yes	0	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1249307	Considered	No	Riskin Erken Saptanması Komitesi - Başkan, Denetim Komitesi - Üye
BAHADIR ILGAÇ		Male	Member of the Board	Engineer	13/01/2025	Non-Executive	-	Saran Grup (COO)	Yes	0	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1379856	Considered	No	Denetim Komitesi (Başkan), Kurumsal Yönetim Komitesi (Başkan)

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	22
Director average attendance rate at board meetings	%100
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	At least 3 days
The name of the section on the corporate website that demonstrates information about the board charter	Article 9 of the Articles of Association - yatirimci.qua.com.tr/ Corporate Governance / Details on 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	Our company does not have a policy that restricts board members from taking other duties outside the company.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Information on the Company's Governing Body, Senior Executives and Personnel
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr /Bildirim/967885, https ://www.kap.org.tr/tr/ Bildirim/965105 and https://www.kap.org.tr/tr/Bildirim/1300797

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)	-	Bahadır Ilgaç	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Nezih Kırımlı	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Bahadır Ilgaç	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Murat Yalçın Nak	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Hayrettin Büyükizgi	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Nezih Kırımlı	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Murat Yalçın Nak	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability Committee	Yavuz Arıcan	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability Committee	Akın Çakar	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Sustainability Committee	Aybala Sarı	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Sustainability Committee	Hayrettin Büyükizgi	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)	yatirimci.qua.com.tr / Corporate Governance / Details on Corporate Governance / Working Principles of the Corporate Governance 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)	yatirimci.qua.com.tr / Corporate Governance / Details on Corporate Governance / Working Principles of the 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)	yatirimci.qua.com.tr / Corporate Governance / Details on Corporate Governance / Working Principles of 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)	yatirimci.qua.com.tr / Corporate Governance / Details on Corporate Governance / Early Assessment of Risks 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)	yatirimci.qua.com.tr / Corporate Governance / Details on Corporate Governance / Working Principles of 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)	Company Activities and Important Developments Regarding Activities
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	yatirimci.qua.com.tr / Corporate Governance / Details on Corporate Governance / 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)	Organization, Capital and Shareholding Structure of the Company

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%	6	2
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	100%	33%	4	1
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	50%	6	1
Diğer (Other)	Sustainability Committee	75%	0%	1	1