KAP

GRAINTURK HOLDİNG A.Ş.

GRTHO

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)	No special auditor was 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/tr/Bildirim/1288861 https://www.kap.org.tr/tr/Bildirim/1299097 https://www.kap.org.tr/tr/Bildirim/1301862"
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	Since there is no transaction within the scope of the relevant article, no announcement has been made.
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)	Since there is no transaction within the scope of the relevant article, no announcement has been made.
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)	Since there is no transaction within the scope of the relevant article, no announcement has been made.
The name of the section on the corporate website that demonstrates the donation policy of the company	It is included in the ?Policies? subheading of the ?Corporate Governance? section under the ?Investor Relations? title of our Company's corporate website.
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/1180754
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Article 10 of the articles of association regulates the participation of stakeholders in the general assembly.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	101,246,214 shares with a total nominal value of TL 101,246,214 were represented in person and 140,258 shares with a total nominal value of TL 140,258 were represented by proxy, totaling 101,386,492 shares with a total nominal value of TL 101,386,492.

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.	The Company's shares are divided into two groups: Group A and Group B shares. Group A shares have voting and nomination privileges in the election of board members and each Group A shareholder is entitled to 5 (five) votes. Murat İÇCAN, one of the Company's shareholders, holds 15,000,000 Group A privileged shares.
The percentage of ownership of the largest shareholder	%64,20

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	It is included in the ?Policies? subheading of the ?Corporate Governance? section under the ?Investor Relations? title of our Company's corporate website.
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.	None
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	None

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	%81,11	%81,00	%0,11	It is included in the ?Policies? subheading of the ?General Assemby Meeting? section under the ?Investor Relations? title of our Company's corporate website.	It is included in the ?Policies? subheading of the ?General Assemby Meeting? section under the ?Investor Relations? title of our Company's corporate website.	None	0	"https://www.kap.org.tr/tr/Bildirim/1288861 https://www.kap.org.tr/tr/Bildirim/1299097 https://www.kap.org.tr/tr/Bildirim/1301862"

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	It is included in the ?Corporate Governance? section under the ?Investor Relations? title of our Company's corporate 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.	It is included in the ?Shareholder Structure? subheading of the ?Corporate Governance? section under the ?Investor Relations? title of our Company's corporate website.
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 duties of the members of the Board of Directors and executives outside the Company are included in the Annual Report of the Board of Directors for the year 2024 under the heading Board of Directors and Organization. Declarations of independence are included in the annual report for 2024.
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 duties of the members of the Board of Directors and executives outside the Company are included in the Annual Report of the Board of Directors for the year 2024 under the heading Board of Directors and Organization. Declarations of independence are included in the annual report for 2024.
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 Board of Directors held 26 meetings in 2024, 50% of which were fully attended, and is included under the title of Board of Directors and Organization in the Annual Report of the Board of Directors for 2024.
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	Included in the 2024 Board of Directors Annual Report under the title Other Information.
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	Included in the 2024 Board of Directors Annual Report under the title Other Information.
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	Investment consultancy and rating services are not received.
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%	There is no cross shareholding in which the direct participation rate exceeds 5%.
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	None

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	The Company does not have a separate compensation policy. As stated in the Company's human resources policy, the compensation rights of employees are defined in the Labor Law and related legislation, and legal regulations are taken as basis in the application of rights such as seniority and notice. In protecting the rights of employees, their diligence to comply with the law and Company rules is taken into consideration.
The number of definitive convictions the company was subject to in relation to breach of employee rights	None
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Administrative Affairs Officer
The contact detail of the company alert mechanism	info@grainturk.com 444 1 478 www.grainturk.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	None
Corporate bodies where employees are actually represented	Human Resources Department

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	None
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.	None
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.	Company's Corporate Website www.grainturk.com Human Resources Human Resources Policy
The number of definitive convictions the company is subject to in relation to health and safety measures	None

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	Company's Corporate Website www.grainturk.com Human Resources Human Resources Policy
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.	The Company does not have a Corporate Social Responsibility Report. The Company's views and measures on the subject are disclosed on the corporate website homepage under the headings of Our Vision & Mission.
Any measures combating any kind of corruption including embezzlement and bribery	All necessary obligations are fulfilled in this regard. Within the scope of audit activities, preventive and deterrent audits are carried out, helping to strengthen internal control awareness and measures.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	None
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	Murat İÇCAN alone and Mevlüt Emre İÇCAN and Onur İÇCAN are authorized to represent the Company in all transactions and affairs on behalf of the Company with their signatures under the Company seal.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	There is no Internal Control Unit. The Audit Committee is envisaged to fulfill duties such as monitoring the internal audit and internal control activities of the company on behalf of the board of directors, giving an opinion to the board of directors on the accuracy and truthfulness of the financial statements to be disclosed to the public, selecting the independent audit company and monitoring its activities.
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	None
Name of the Chairman	Murat İçcan
Name of the CEO	Onur İçcan
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	None
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	None
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 is 1 (one) female member on the Board of Directors, representing 17% of the total.

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
MURAT İÇCAN		Male	Chairman of the Board	Businessman / Businesswoman	23/12/2021	Executive	Yönetim Kurulu Başkanı	Özova Hububat Tarım Ürünleri Ticaret Ltd. Şti./ Graınturk Tarım A.Ş.'yi temsilen Şirket Müdürü, Grain Tarım Ürünleri Lisanslı Depoculuk A.Ş./ Graınturk Tarım A.Ş.'yi temsilen Yönetim Kurulu Üyesi, Platinyum Tarım Ürünleri Sanayi ve Ticaret A.Ş. / Graınturk Tarım A.Ş.'yi temsilen Yönetim Kurulu Üyesi, Öz-Ova Tarım Ürünleri Çırçır Prese Tekstil Kömür Otomotiv Nakliye Biodisel Akaryakıt Turizm Gıda İnşaat İthalat ve İhracat Sanayi ve Ticaret Ltd. Şti./Yönetim Kurulu Üyesi-Pay Sahibi, Dünya Fahri Konsoloslar Derneği/Yönetim Kurulu Üyesi	No	67.2	A+B	Dependent Member
HÜMA İÇCAN		Female	Vice Chairman of the Board	Banker	05/01/2023	Executive	Yönetim Kurulu Başkan Yardımcısı	Öz-Ova Tarım Ürünleri Çırçır Prese Tekstil Kömür Otomotiv Nakliye Biodisel Akaryakıt Turizm Gıda İnşaat İthalat ve İhracat Sanayi ve Ticaret Ltd. Şti./Pay Sahibi	Yes	-	-	Dependent Member
MEVLÜT EMRE İÇCAN		Male	Vice Chairman of the Board	Businessman / Businesswoman	22/08/2019	Executive	Yönetim Kurulu Başkan Yardımcısı	Medical Tour Sağlık Turizmi A.Ş./Yönetim Kurulu Başkan Vekili-Pay Sahibi, New Group İnşaat A.Ş./Yönetim Kurulu Üyesi-Pay Sahibi, Ova Fresh Tarım Ürünleri Sanayi ve Ticaret Ltd. Şti./Şirket Müdürü-Pay Sahibi	No	6.4	B	Dependent Member
ONUR İÇCAN		Male	Vice Chairman of the Board	Businessman / Businesswoman	22/08/2019	Executive	Yönetim Kurulu Başkan Yardımcısı/CEO	Grainturk İç ve Dış Ticaret A.Ş./Yönetim Kurulu Üyesi-Pay Sahibi, Al Farabi Kazakh Eğitim Ltd. Şti./Şirket Müdürü-Pay Sahibi	Yes	6.4	B	Dependent Member				Riskin Erken Saptanması Komitesi Üyesi
MURAT ÜLKÜ KARAKUŞ		Male	Member of the Board	Agricultural Engineer	25/10/2022	Non-Executive	Bağımsız Yönetim Kurulu Üyesi	Karakuş Tarım Ürünleri Hayvancılık Gıda Otomotiv Sanayi ve Ticaret Ltd. Şti./Şirket Müdürü-Pay Sahibi, Bilgi Gıda Hayvancılık Turizm Nakliye Akaryakıt Sanayi ve Ticaret A.Ş./Yönetim Kurulu Başkanı-Pay Sahibi, Mira Grup İç Dış Ticaret Ltd. Şti./Pay Sahibi, Türkiye Yem Sanayicileri Birliği Derneği/Yönetim Kurulu Başkanı, Günalan Besi Çiftliği Sanayi ve Ticaret Ltd. Şti./Şirket Müdürü-Pay Sahibi	Yes	-	-	Independent Member			No	Denetim Komitesi Üyesi, Kurumsal Yönetim Komistesi Başkanı, Riskin Erken Saptanması Komitesi Üyesi
AHMET EMİR AKBEN		Male	Member of the Board	Lawyer	25/10/2022	Non-Executive	Bağımsız Yönetim Kurulu Üyesi	Ahmet Emir AKBEN Şahıs Şirketi/Şirket Sahibi	Yes	-	-	Independent Member			No	Denetim Komitesi Başkanı, Kurumsal Yönetim Komistesi Üyesi, Riskin Erken Saptanması Komitesi Başkanı

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	26
Director average attendance rate at board meetings	%80
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	Although there is no written rule, in practice, information and documents related to the issues on the agenda of the Board of Directors meeting are made available to the members 5 days prior to the meeting in order to ensure equal flow of information.
The name of the section on the corporate website that demonstrates information about the board charter	None
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	Included in the 2024 Board of Directors Annual Report under the title Board of Directors and Organization.
Link(s) to the PDP announcement(s) with the board committee charters	None

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)	-	AHMET EMİR AKBEN	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	MURAT ÜLKÜ KARAKUŞ	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	AHMET EMİR AKBEN	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	MURAT ÜLKÜ KARAKUŞ	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	ONUR İÇCAN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	MURAT ÜLKÜ KARAKUŞ	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	AHMET EMİR AKBEN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	MUSTAFA KARACA	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)	Included in the 2024 Board of Directors Annual Report under the title Board of Directors and Organization.
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)	Included in the 2024 Board of Directors Annual Report under the title Board of Directors and Organization.
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)	Included in the 2024 Board of Directors Annual Report under the title Board of Directors and Organization.
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)	Included in the 2024 Board of Directors Annual Report under the title Board of Directors and Organization.
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)	Included in the 2024 Board of Directors Annual Report under the title Board of Directors and Organization.

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)	Included in the 2024 Board of Directors Annual Report under the title Other Information.
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	It is included in the ?Policies? subheading of the ?Corporate Governance? section under the ?Investor Relations? title of our Company's corporate website.
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)	Included in the 2024 Board of Directors Annual Report under the title Board of Directors and Organization.

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%	The Committee held 4 meetings in 2024.	The Committee submitted 4 reports to the Board of Directors in 2024.
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	67%	67%	The Committee held 6 meetings in 2024.	The Committee submitted 6 reports to the Board of Directors in 2024.
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	100%	67%	The Committee held 4 meetings in 2024.	The Committee submitted 4 reports to the Board of Directors in 2024.