KAP

ATP YAZILIM VE TEKNOLOJİ A.Ş.

ATATP

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	12

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/en/Bildirim/1353892
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 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)	https://www.kap.org.tr/en/Bildirim/1336076
The name of the section on the corporate website that demonstrates the donation policy of the company	Company Corporate Website (www.atptech.com) > Investor Relations > Corporate Governance > Company 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	https://www.kap.org.tr/tr/Bildirim/981025
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Participation in General Assembly meetings is regulated under Article 17 of the Articles of Association. There is no specific provision in the Articles of Association regarding the participation of stakeholders.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Participation in General Assembly meetings is regulated under Article 17 of the Articles of Association. There is no specific provision in the Articles of Association regarding the participation of stakeholders.

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.	Ata Holding A.Ş. holds 10,000,000 Class A privileged shares. The voting percentage of Ata Holding A.Ş. related to the privileged shares is 37.38%.
The percentage of ownership of the largest shareholder	%78,35

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	Company Corporate Website (www.atptech.com) > Investor Relations > Corporate Governance > Company 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.	A decision has been made to distribute dividends.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	-

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
02/12/2024	0	%83,00	%4,00	%79,00	Corporate Website > Investor Relations > General Assembly	13	0	0	https://www.kap.org.tr/en/Bildirim/1366485

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
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.	Investor Relations > Shareholding 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	The 2024 Annual Report > Corporate Governance > Board of Directors Activities and Qualifications of Board Membership Section, as well as the Declarations of Independence Section.
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	The 2024 Annual Report > Corporate Governance > Committees Established Within the Board of Directors Section.
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	The 2024 Annual Report > Corporate Governance > Board of Directors Activities and Qualifications of Board Membership Section.
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	There are no legislative changes that could significantly affect the company's 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	The 2024 Annual Report > Corporate Governance > Other Legal Disclosures Section.
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	The 2024 Annual Report > Corporate Governance > Other Legal Disclosures Section.
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%	The 2024 Annual Report > Corporate Governance > Other Legal Disclosures 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	The 2024 Annual Report > Human Resources and 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	Investor Relations > Corporate Governance > Company Policies > Employee Compensation Policy
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)	ATP Ethics Committee
The contact detail of the company alert mechanism	Web: ataetikhat.com.tr Phone: 0850 822 38 45 E-mail: atagrubu@etikhat.com

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	These details are primarily available in our internal channel, the ATP Documentation System. Some internal regulations are also included on our corporate website. Under the Investor Relations section, information regarding Senior Management Details, Occupational Health and Safety Policy, and Ethical Principles includes details on employee participation. Additionally, the organizational structure related to this area is outlined under the Sustainability section.
Corporate bodies where employees are actually represented	Occupational Health and Safety Committee, Ethics Committee, ATP Sustainability Priority Goals Working Groups

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	Employees who entered the promotion process in May 2024 were included in the succession plan based on the recommendations made by their managers through the online system.
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.	ATP Career > Frequently Asked Questions > Recruitment Process and Being an ATP Employee Investor Relations > Corporate Governance > Company Policies > Human Rights, Diversity, and Inclusion Policy
Whether the company provides an employee stock ownership programme	Pay edindirme planı bulunuyor (There is an employee stock ownersip 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 > Human Rights, Diversity, and Inclusion 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	Investor Relations > Corporate Governance > Company Policies > Ethical 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.	Under the Sustainability section, the Sustainability Reports and Sustainability Policy are displayed.
Any measures combating any kind of corruption including embezzlement and bribery	It is defined within the ATP Code of Business Conduct.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	No
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	No delegation of authority has been made among the members of the Board of Directors.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	0
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	The 2024 Annual Report > Corporate Governance > Other Legal Disclosures Section.
Name of the Chairman	Korhan Kurdoğlu
Name of the CEO	Ümit Cinali
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 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	https://www.kap.org.tr/tr/Bildirim/1231011
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	None.
The number and ratio of female directors within the Board of Directors	There are no female members on the Board of Directors.

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
KORHAN KURDOĞLU		Male	Chairman of the Board	Businessman / Businesswoman	24/02/1997	Executive	Yönetim Kurulu Başkanı	Ata Gayrimenkul Yatırım Ortaklığı A.Ş. - Arbeta Turizm A.Ş. - Ata Gayrimenkul Geliştirme Yat. Ve Tic. A.Ş. - Ata Holding A.Ş. - Ata İnşaat San. Ve Tic. A.Ş. - İzmir Enternasyonel Otelcilik A.Ş. - Atasancak Acıpayam Tarım İşletmesi San. Tic. A.Ş. - Ata Yatırım Menkul Kıymetler A.Ş. - Entegre Harç San. Ve Tic. A.Ş. Yönetim Kurulu Başkanı, Bedela İnşaat ve Tic. A.Ş. - Işık Ata Turizm ve Tic. A.Ş. - Kurdoğlu İnşaat A.Ş. - Seri İnşaat ve Tic. A.Ş. - Donna Giyim San. A.Ş. Yönetim Kurulu Üyesi	Yes	0.252	B	Dependent Member				-
ERHAN KURDOĞLU		Male	Deputy Chairman of the Board	Businessman / Businesswoman	24/02/1997	Non-Executive	Yönetim Kurulu Başkan Vekili	Ata Portföy Yönetimi A.Ş. - Işık Ata Turizm ve Tic. A.Ş. Yönetim Kurulu Başkanı, Ata Gayrimenkul Yatırım Ortaklığı A.Ş. - Ata Gayrimenkul Geliştirme Yat. Ve Tic. A.Ş. - Ata Holding A.Ş. - Ata İnşaat San. Ve Tic. A.Ş. - İzmir Enternasyonel Otelcilik A.Ş. - Entegre Harç San. Ve Tic. A.Ş. - Bedela İnşaat ve Tic. A.Ş. - Kurdoğlu İnşaat A.Ş.- Seri İnşaat ve Tic.A.Ş. - Donna Giyim San. A.Ş. Yönetim Kurulu Başkan Vekili, Atasancak Acıpayam Tarım İşletmesi San. Tic. A.Ş. Yönetim Kurulu Üyesi	Yes	0.252	B	Dependent Member				-
TUNCER KÖKLÜ		Male	Member of the Board	Managing Director / Chief Executive	29/05/2017	Non-Executive	Yönetim Kurulu Üyesi	Seraş Servis Organizasyonları ve Tic. A.Ş. Yönetim Kurulu Başkanı, Ata Gayrimenkul Yatırım Ortaklığı A.Ş. - Entegre Harç San. Ve Tic. A.Ş. - Ata Portföy Yönetimi A.Ş. Yönetim Kurulu Üyesi, Ata Holding A.Ş. Koordinatör, Odine Solution Teknoloji Ticaret ve Sanayi A.Ş.	Yes	-	-	Dependent Member				Kurumsal Yönetim Komite Üyesi, Riskin Erken Saptanması Komite Üyesi
CEMİL MÜJDAT ALTAY		Male	Member of the Board	Managing Director / Chief Executive	03/12/2021	Non-Executive	-	Aydem Enerji Yatırımları A.Ş. Yönetim Kurulu Üyesi	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/972817		No	Denetimden Sorumlu Komite Başkanı, Riskin Erken Saptanması Komitesi Başkanı
NAFİZ ARICA		Male	Member of the Board	Academician	03/12/2021	Non-Executive	-	Piri Reis Üniversitesi Rektörü, Bilgi Sistemleri Mühendisliği Öğretim Üyesi	No	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/972817		No	Kurumsal Yönetim Komitesi Başkanı, Denetimden Sorumlu Komite Üyesi

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	18
Director average attendance rate at board meetings	%93
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	There is no written regulation; however, attention is paid to ensuring that members are provided with sufficient time to conduct the necessary reviews and evaluations.
The name of the section on the corporate website that demonstrates information about the board charter	There is no written regulation other than the Articles of Association. Information regarding the Board of Directors meetings is specified in Article 12 of our Articles of Association. Corporate Website > 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	There is no policy restricting members from taking on 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	The 2024 Annual Report > Corporate Governance > Committees Established Within the Board of Directors Section.
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/987451

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)	-	C. Müjdat ALTAY	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Nafiz ARICA	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Nafiz ARICA	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Tuncer KÖKLÜ	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	B. Burcu NERGİZ	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	C. Müjdat ALTAY	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Tuncer KÖKLÜ	Hayır (No)	Yönetim kurulu üyesi (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)	Company Corporate Website (www.atptech.com) > Investor Relations > Corporate Governance > Committees > Audit 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)	Company Corporate Website (www.atptech.com) > Investor Relations > Corporate Governance > Committees > Corporate Governance 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)	Company Corporate Website (www.atptech.com) > Investor Relations > Corporate Governance > Committees > Corporate Governance 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)	Company Corporate Website (www.atptech.com) > Investor Relations > Corporate Governance > Committees > Early Detection of Risk 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)	Company Corporate Website (www.atptech.com) > Investor Relations > Corporate Governance > Committees > Corporate Governance 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)	The 2024 Annual Report > Corporate Governance > Legal Disclosures Section.
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Company Corporate Website (www.atptech.com) > Investor Relations > Corporate Governance > Company Policies
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)	The 2024 Annual Report > Corporate Governance > Legal Disclosures Section.

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%	5	5
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	100%	33%	5	5
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	50%	6	1