KAP

AYDEM YENİLENEBİLİR ENERJİ A.Ş.

AYDEM

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	All investor meetings conducted by our company in 2024 were held either in person or online through electronic platforms. A total of 178 meetings were held throughout the year, including investor conferences, analyst meetings, and investor (domestic and foreign) discussions that our company conducted or participated in.

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)	The relevant information is available at:https://www.aydemrenewablesinvestorrelations.com.tr/en/corporate-governance/general-assembly
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	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	None.
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)	https://www.kap.org.tr/en/Bildirim/1265231
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/1265231
The name of the section on the corporate website that demonstrates the donation policy of the company	Corporate Website/Corporate/Policies/Donation and Aid Policy, Investor Relations Website/Corporate Governance/ Policies/Donation and Aid Policy
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved	It was approved by the Extraordinary General Assembly meeting held on 14.08.2020 prior to the public offering. The relevant general assembly meeting minutes is available at:https://www.aydemrenewablesinvestorrelations.com.tr/en/corporate-governance/general-assembly
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	An article has been added to the General Assembly Internal Regulation, and information regarding the matter is provided in the minutes of the General Assembly meeting.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	The attendance list indicating those who attended the Ordinary General Assembly Meeting for 2023, held on 12.06.2024, is available at:https://www.aydemrenewablesinvestorrelations.com.tr/en/corporate-governance/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 shareholders hold preferred shares, and their ownership is 59.57%.
The percentage of ownership of the largest shareholder	%81,56

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	Corporate Website/Corporate/Our Policies/Profit Distribution Policy, Investor Relations Website/Corporate Governance/ Policies/Dividend 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.	The minutes of the Ordinary General Assembly Meeting for 2023, held on 12.06.2024, are available at:https://www.aydemrenewablesinvestorrelations.com.tr/en/corporate-governance/general-assembly
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/1298924

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
12/06/2024	8	%86,87	%0,79	%86,08	Corporate Website/Investor Relations/Corporate Governance/General Assembly	Corporate Website/Investor Relations/Corporate Governance/General Assembly	7	0	https://www.kap.org.tr/en/Bildirim/1298924

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	Available under the Corporate Website/Information Society Services and/or Corporate Website/Investor Relations tab.
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://www.aydemrenewablesinvestorrelations.com.tr/en/corporate-governance/shareholder-structure
List of languages for which the website is available	Turkish - 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	2024 Integrated Annual Report/Appendix/Statement 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	2024 Integrated Annual Report/Corporate Governance/ Committees and Policies
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	2024 Integrated Annual Report/Corporate Governance/ Board of Directors
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	2024 Integrated Annual Report/Other Matters/Regulatory Changes in 2023
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	2024 Integrated Annual Report/Other Matters/Information on Lawsuits Filed Against the Company that May Affect the Financial Position and Activities of the Company and Their Possible Results
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	2024 Integrated Annual Report/Other Matters/Other Issues
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%	2024 Integrated Annual Report/Other Matters/Other Issues
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	2024 Integrated Annual Report/Social Assets/Corporate Social Responsibility

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	Corporate Website/Corporate/Our Policies/Employee Compensation, Policy Investor Relations Website/ 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)	Internal Audit and Control Group Director
The contact detail of the company alert mechanism	https://www.aydemrenewablesinvestorrelations.com.tr/en/corporate-governance/policies/code-of-ethics-and-working-principles

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 Website/Corporate/Our Policies/Human Resources Policy, Investor Relations Website/Corporate Governance/Policies/Human Resources Policy
Corporate bodies where employees are actually represented	In our workplaces with a union, there is a union representative elected from among the workers by the Union Branch Board, and in all other workplaces, there is a worker representative.

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	The development of a succession plan for key executive positions is subject to the approval of the board of directors, and the process is included within the human resources policy
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.	Corporate Website/Corporate/Our Policies/Recruitment Process, Investor Relations Website/Corporate Governance/Policies/Recruitment Process
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.	Corporate Website/Corporate/Our Policies/Human Resources Policy, Investor Relations Website/Corporate Governance/Policies/Human Resources Policy
The number of definitive convictions the company is subject to in relation to health and safety measures	0

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	Corporate Website/Corporate/Our Policies/Ethical Rules and Working Principles, Investor Relations Website/ Corporate Governance/Policies/Ethical Rules and Working 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.	Corporate Website/Corporate/Our Policies/ Environmental Policy, Sustainability, General Environmental Procedure
Any measures combating any kind of corruption including embezzlement and bribery	There is an Anti-Bribery and Anti-Corruption Policy and Disciplinary Regulation in place.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	In the last week of every year, one-on-one meetings are held with the members of the Board of Directors and a general performance assessment is performed.
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 - Serdar MARANGOZ, General Manager - Uğur YÜKSEL
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	2024 Integrated Annual Report/Corporate Governance
Name of the Chairman	Serdar MARANGOZ, representing Aydem Holding A.Ş.
Name of the CEO	Uğur YÜKSEL
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	No
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	There is a director's liability insurance policy, and due to the high capital of the company, the policy amount does not exceed 25% of the capital.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	Corporate Website/Corporate/Our Policies/Board of Directors Diversity Policy Investor Relations Website/ Corporate Governance/Policies/Board of Directors Diversity Policy
The number and ratio of female directors within the Board of Directors	4 people, 50%

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
AYDEM HOLDİNG ANONİM ŞİRKETİ	SERDAR MARANGOZ	Male	Chairman of the Board	Manager	03/04/2020	Executive	Chairman of the Board of Directors	Chairman of the Board: (i) GDZ Enerji Yatırımları A.Ş. (ii) Çates Elektrik Üretim A.Ş. (iii) Parla Solar Panel ve Hücre Üretim A.Ş., (iv) Gediz Elektrik Perakende Satış A.Ş., (v) Aydem Enerji Yatırımları A.Ş. (vi) Aydem Plus Enerji Çözümleri Tic. A.Ş. (vii) YF Operasyonel Kiralama A.Ş., (viii) Aydem Elektrik Perakende Satış A.Ş., (ix) Parla Enerji Yatırımları A.Ş., (x) Bereket Elektrik Tedarik A.Ş. Vice Chairman of the Board: (i) Elsan Elektrik Gereçleri Sanayi ve Ticaret A.Ş. (İİ) Tümaş Mermer San. ve Tic. A.Ş., (iii) Yatağan Termik Enerji Üretim A.Ş. , (iv) Aydem Yapı Gayrimenkul Yatırımları A.Ş.	Yes	81.56	A	Dependent Member				Investment Committee Chairman
UĞUR YÜKSEL		Male	Vice Chairman of the Board	Engineer	02/01/2025	Executive	Vice Chairman of the Board of Directors	-	Yes	-	-	Dependent Member
ASYA VUSLAT SALDANLI		Female	Member of the Board	Engineer	20/12/2021	Non-Executive	Board Member	Aydem Holding A.Ş. Systems Engineer, Executive Chairman: Sürdür Store Tasarım Bilişim ve Ticaret A.Ş.	No	-	A	Dependent Member
MEHMET HAYATİ ÖZTÜRK		Male	Member of the Board	Chemical Engineer	03/04/2020	Non-Executive	Independent Board Member	-	Yes	-	-	Independent Member	https://www.kap.org.tr/en/Bildirim/1007608	Not Considered	No	Investment Committee-Member, Audit Committee-Chairperson, Corporate Governance Committee-Member, Early Risk Detection Committee-Chairperson, Sustainability, Environment, Health and Safety Committee-Member
SERPİL DEMİREL		Female	Member of the Board	Engineer	10/06/2021	Non-Executive	Independent Board Member	-	Yes	-	-	Independent Member	https://www.kap.org.tr/en/Bildirim/1007608	Not Considered	No	Investment Committee-Member, Audit Committee-Member, Corporate Governance Committee-Chairperson, Early Risk Detection Committee-Member, Sustainability, Environment, Health and Safety Committee-Member
FATMA DİLEK BİL		Female	Member of the Board	Manager	10/06/2021	Non-Executive	Independent Board Member	(i) Purpose-Sustainable Ideas Platform-Founder, (ii) Mentoro Platform-Partner, (iii) Akmerkez GYO-Independent Board Member, (iv) WWF Türkiye-DHKV-Board Member, (v) Turkish Clothing Manufacturers' Association (TGSD)-Sustainability Consultant of Board of Directors, (vi) UN Global Compact Turkey-Member, (vii) KAGIDER (Women Entrepreneurs Assoc. of Turkey)- Honorary Board Member, (viii) Accademia Italiana della Cucina Istanbul-President, (ix) Şarap Dostları Derneği-President, (x) FODER (Financial Literacy and Inclusion Assoc. of Turkey)-Founding Member	Yes	-	-	Independent Member	https://www.kap.org.tr/en/Bildirim/1007608	Not Considered	No	Sustainability, Environment, Health and Safety Committee-Chairperson, Investment Committee-Member, Audit Committee-Member, Corporate Governance Committee-Member, Early Risk Detection Committee-Member
ASLI DURMAZ		Female	Member of the Board	Electrical Engineer	19/03/2024	Non-Executive	Board Member	ABB S.p.A.(Job : Global Application Specialist )	No	-	-	Dependent Member
BARAN SALDANLI		Male	Member of the Board	Engineer	17/10/2024	Non-Executive	Board Member	Chairman of the Board: (i) Tümaş Mermer San. Ve Tic. A.Ş., Vice Chairman of the Board: (i) Bereket Havacılık A.Ş.,; Board Member: (i) Aydem Holding A.Ş., (ii) Aydem Enerji Yatırımları A.Ş., (iii) Çates Elektrik Üretim A.Ş., (iv) Gediz Elektrik Perakende Satış A.Ş., (v) Aydem Elektrik Perakende Satış A.Ş.,	Yes	-	-	Dependent Member

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	40
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	3
The name of the section on the corporate website that demonstrates information about the board charter	Corporate Website/Investor Relations/Corporate Governance/Board of Directors/ Principles of Board of Directors? Operations, Investor Relations Website/Corporate Governance/Board of Directors/Principles of Board of Directors? Operations
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	None.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	2024 Integrated Annual Report/Corporate Governance/Committees and Policies/ Committees
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/en/Bildirim/1286764

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)	-	Serpil Demirel	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Mehmet Hayati Öztürk	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Fatma Dilek Bil	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Mehmet Yusuf Güngör (Yatırımcı İlişkileri Grup Müdürü)	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Denetim Komitesi (Audit Committee)	-	Serpil Demirel	Hayır (No)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Mehmet Hayati Öztürk	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Fatma Dilek Bil	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Serpil Demirel	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Mehmet Hayati Öztürk	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Fatma Dilek Bil	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Investment Committee	Serdar Marangoz	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Investment Committee	Serpil Demirel	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Investment Committee	Mehmet Hayati Öztürk	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Investment Committee	Fatma Dilek Bil	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability, Environment, Occupational Health and Safety Committee	Serdar Marangoz	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability, Environment, Occupational Health and Safety Committee	Serpil Demirel	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability, Environment, Occupational Health and Safety Committee	Mehmet Hayati Öztürk	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability, Environment, Occupational Health and Safety Committee	Fatma Dilek Bil	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability, Environment, Occupational Health and Safety Committee	Hüseyin Gürarslan (SEÇ ve Sürdürülebilirlik Müdürü)	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)	2024 Integrated Annual Report/Corporate Governance/Committees and Policies/Audit 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)	2024 Integrated Annual Report/Corporate Governance/Committees and Policies/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)	2024 Integrated Annual Report/Corporate Governance/Committees and Policies/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)	2024 Integrated Annual Report/Corporate Governance/Committees and Policies/Early Detection of Risk 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)	2024 Integrated Annual Report/Corporate Governance/Committees and Policies/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)	2024 Integrated Annual Report/Corporate Governance/Evaluation of Board of Directors
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Corporate Website/Corporate/Our Policies/Remuneration Policy, Investor Relations Website/Corporate Governance/Our 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)	2024 Integrated Annual Report/Corporate Governance/Financial Rights Granted to the Members of the Board of Directors 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)	-	75%	75%	5	2
Denetim Komitesi (Audit Committee)	-	100%	100%	4	2
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	100%	6	2
Diğer (Other)	Investment Committee	75%	75%	1	1
Diğer (Other)	Sustainability, Environment, Occupational Health and Safety Committee	40%	60%	4	1