KAP

BİOTREND ÇEVRE VE ENERJİ YATIRIMLARI A.Ş.

BIOEN

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	The Company organised 105 investor conferences and meetings in 2024 (4 webcast presentation meetings, 101 investor and analyst meetings).

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	No special auditor has been requested.
The number of special audit requests that were accepted at the General Shareholders' Meeting	No special auditor was requested at the general assembly.

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/1288584 https://www.kap.org.tr/en/Bildirim/1258840
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Presented simultaneously.
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	Investor Relations/ Corporate Governance/ Policies/ Donation and Sponsorship 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/1025561
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Article 10 General Assembly
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	The Extraordinary General Assembly Meeting held on 05.04.2024 and the Ordinary General Assembly Meeting for 2023 held on 13.06.2024 were held open to stakeholders and the public without the right to speak.

1.4. Voting Rights
Whether the shares of the company have differential voting rights	Hayır (No)
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.	-
The percentage of ownership of the largest shareholder	%54,50

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/ 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.	Text of the minutes of the 6th item of the agenda of the Ordinary General Assembly for the year 2023 held on 13 June 2024:Discussions proceeded on the proposal made by the Board of Directors regarding the distribution of the dividends of 2023 and on the attached dividend distribution statement. The consolidated balance sheets for the period of January 1 to December 31, 2023, prepared by Biotrend Çevre ve Enerji Yatırımları A.Ş. and audited by RSM Turkey Uluslararası Bağımsız Denetim A.Ş indicated the period profit of the main partnership to be 948.123.057 Turkish lira. As per our non-consolidated legal reports prepared in line with the Turkish Tax Procedural Law, we registered a net loss of 54.241.611 Turkish lira and a net loss of 992.328.898 Turkish lira from previous year. Since the Company's unconsolidated financial statements prepared in accordance with the provisions of the V.U.K., the proposal of the Board of Directors of the Company regarding the nondistribution of dividend by offsetting the profit for the period of 2023 against the losses of the previous period was unanimously accepted as a result of the voting in electronic and physical environment with a nominal positive vote of TL 311,753,726.132 in electronic and physical environment against a nominal negative vote of TL 0.
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/en/Bildirim/1298958

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	%64,00	%63,30	%0,07	Investor Relations/ Corporate Governance/ General Assembly Meetings	Investor Relations/ Corporate Governance/ General Assembly Meetings	Article 7	26	https://www.kap.org.tr/en/Bildirim/1298958

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	Information Society Services, Investor Relations / Corporate Governance / Trade Registry Information, Company Profile / Board of Directors, Investor Relations / Corporate Governance / Articles of Association, Investor Relations / Material Disclosures, Investor Relations / Financial Data and Presentations / Financial Reports, Investor Relations / Financial Data and Presentations / Annual Reports, Investor Relations / Public Offering / Public Offering Documents, Investor Relations / Capital Increases, Investor Relations / Corporate Governance / General Assembly, Investor Relations / Corporate Governance / Policies / Dividend Distribution Policy, Investor Relations / Corporate Governance / Policies / Information Policy
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.	Company Profile / Shareholding Structure
List of languages for which the website is available	Turkish, English, French

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	Corporate Governance/ Board Committees and Evaluation of the Board of Directors, Corporate Governance / Declarations of Independence
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	Corporate Governance/Board Committees and Evaluation of the Board of Directors/Committee Working Principles
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	Corporate Governance/Board Committees and Evaluation of the Board of Directors/Board of Directors Operating Principles
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	Corporate Governance/Other Matters/Legislative Amendments in 2024
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	Corporate Governance/Other Matters/Information on Lawsuits Filed Against the Company that may Affect the Financial Position and Activities of the Company and Their Possible Outcomes
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	Corporate Governance/Other Matters/Information on Conflicts of Interest between the Company and Institutions Providing Investment Consultancy and Rating Services and Measures Taken to Prevent the Same
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%	None
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	Human Resources/Social Rights/Training and Information, Sustainability/Corporate 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	Investor Relations/Corporate Governance/Policies/Employee Compensation Policy
The number of definitive convictions the company was subject to in relation to breach of employee rights	2
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Legal Department
The contact detail of the company alert mechanism	etik@biotrendenerji.com.tr, Investor Relations/Corporate Governance/Policies/Ethic Notification Procedure, Annual Report/Corporate Governance/ Information on Risk Management Practices/ Biotrend Enerji Ethics Management

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	Occupational Health and Safety Board

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 plan is available.
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/Corporate Governance/Policies/Diversity and Equal Opportunity Policy, Investor Relations/Corporate Governance/Policies/Human Rights 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/Corporate Governance/Policies/Diversity and Equal Opportunity Policy, Investor Relations/Corporate Governance/Policies/Human Rights Policy, Investor Relations/Corporate Governance/Policies/Anti-Retaliation Policy, Investor Relations/Corporate Governance/Policies/Compliance Policy
The number of definitive convictions the company is subject to in relation to health and safety measures	-

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/Policies/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.	www.biotrendenerji.com.tr/en/Sustainability/2023 Sustainability Report
Any measures combating any kind of corruption including embezzlement and bribery	Investor Relations/Corporate Governance/Policies/Anti-Bribery and Anti-Corruption Policy, Investor Relations/Corporate Governance/Policies/Anti-Money Laundering and Prevention of the Financing of Terrorism Policy, Investor Relations/Corporate Governance/Policies/Code of Business Ethics, Investor Relations/Corporate Governance/Policies/Compliance Policy

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	Once a year.
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	İlhan Doğan- Chairman of the Board of Directors, Murat Doğan- Deputy Chairman of the Board of Directors, Adnan Doğan- Board Member, Ogün Doğan- Board Member, Doruk Doğan- Board Member, Osman Nuri Vardı- Board Member, Hanife Öztürk Akkartal- Independent Board Member, Mevhibe Canan Özsoy- Independent Board Member, Bilgün Gürkan- Independent Board Member
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	15
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	Corporate Governance/Other Matters/Internal Audit and Internal Control Activities
Name of the Chairman	İlhan Doğan
Name of the CEO	Özgür Umut Eroğlu
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	There has been no such situation.
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	https://www.kap.org.tr/en/Bildirim/1295185
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	3, %33

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
İLHAN DOĞAN		Male	Chairman of the Board	Businessman / Businesswoman	21/04/2020	Executive	Yönetim Kurulu Başkanı	Yönetim Kurulu Üyelikleri	No	-	-	Dependent Member	-	Not Considered	No	-
MURAT DOĞAN		Male	Deputy Chairman of the Board	Businessman / Businesswoman	21/04/2020	Executive	Yönetim Kurulu Başkan Vekili	Yönetim Kurulu Üyelikleri	Yes	-	-	Dependent Member	-	Not Considered	No	-
OGÜN DOĞAN		Male	Member of the Board	Managing Director / Chief Executive	21/04/2020	Non-Executive	Yönetim Kurulu Üyesi	Yoktur	Yes	-	-	Dependent Member	-	Not Considered	No	-
DORUK DOĞAN		Male	Member of the Board	Managing Director / Chief Executive	21/04/2020	Executive	İş Geliştirme Yöneticisi	Yoktur	Yes	-	-	Dependent Member	-	Not Considered	No	-
HANİFE ÖZTÜRK AKKARTAL		Female	Member of the Board	Academician	25/02/2021	Non-Executive	Yoktur	Öğretim Üyesi	No	-	-	Independent Member	https://www.kap.org.tr/tr/api/file/download/4028328c950ba8c801956cded674356f	Considered	No	Riskin Erken Saptanması Komitesi Başkanı / Kurumsal Yönetim Komitesi Üyesi / Denetim Komitesi Üyesi
BİLGÜN GÜRKAN		Female	Member of the Board	Managing Director / Chief Executive	05/04/2024	Non-Executive	Yoktur	Yönetim Kurulu Üyelikleri/ Üst Düzey Yöneticilik	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/api/file/download/4028328c950ba8c801956cded674356f	Considered	No	Denetim Komitesi Başkanı,Kurumsal Yönetim Komitesi Başkanı, Sürdürülebilirlik Komitesi Üyesi
MEVHİBE CANAN ÖZSOY		Female	Member of the Board	Managing Director / Chief Executive	05/04/2024	Non-Executive	Yoktur	Yönetim Kurulu Üyelikleri / Üst Düzey Yöneticilik	No	-	-	Independent Member	https://www.kap.org.tr/tr/api/file/download/4028328c950ba8c801956cded674356f	Considered	No	Sürdürülebilirlik Komitesi Başkanı, Denetim Komitesi Üyesi, Riskin Erken Saptanması Komitesi Üyesi

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	13
Director average attendance rate at board meetings	%92
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	In the meetings held periodically, the agenda, information and documents related to the agenda are sent to the members of the Board of Directors via e-mail three (3) days prior to the Board of Directors Meeting.
The name of the section on the corporate website that demonstrates information about the board charter	Related matters are included in Article 8 of the Articles of Association, Board of Directors Meetings Section, in the Investor Relations/Corporate Governance section of the corporate website.
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	Corporate Governance/Board Committees and Evaluation of the Board of Directors/Board Committees
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/960843

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)	-	Bilgün Gürkan	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Hanife Öztürk Akkartal	Hayır (No)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Mevhibe Canan Özsoy	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Bilgün Gürkan	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Hanife Öztürk Akkartal	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Gözde Çivici	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Hanife Öztürk Akkartal	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Mevhibe Canan Özsoy	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sürdürülebilirlik Komitesi	Mevhibe Canan Özsoy	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sürdürülebilirlik Komitesi	Bilgün Gürkan	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sürdürülebilirlik Komitesi	Mehmet Ali Nalçacıoğlu	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Sürdürülebilirlik Komitesi	Burak Yurtsever	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Sürdürülebilirlik Komitesi	Gözde Çivici	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Sürdürülebilirlik Komitesi	Akif Emre Demir	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)	Corporate Governance/Board Committees and Evaluation of the Board of Directors/Committee Working Principles
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)	Corporate Governance/Board Committees and Evaluation of the Board of Directors/Committee Working Principles
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)	Corporate Governance/Board Committees and Evaluation of the Board of Directors/Committee Working 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)	Corporate Governance/Board Committees and Evaluation of the Board of Directors/Committee Working Principles
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)	Corporate Governance/Board Committees and Evaluation of the Board of Directors/Committee Working 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)	Key Financial and Operational Indicators
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Corporate Governance/Policies/Compensation 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)	Other Matters/Financial Benefits Provided to 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
Denetim Komitesi (Audit Committee)	-	100%	100%	6	6
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	67%	67%	9	9
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	100%	6	6
Diğer (Other)	Sustainability Committee	33%	33%	4	4