KAP

AKFEN YENİLENEBİLİR ENERJİ A.Ş.

AKFYE

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	A total of 43 meetings were held during the year.

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

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/1282745
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	It has been 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	An announcement has not been made because the procedures mentioned in the relevant article did not occur.
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)	None
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)	None
The name of the section on the corporate website that demonstrates the donation policy of the company	Investor Relations / 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	https://www.kap.org.tr/tr/Bildirim/1223548
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	11
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	The company grants its stakeholders the right to participate equally in the general assembly. Accordingly, the ordinary general assembly meeting for the year 2023, held on June 5, 2024, was attended by the company's shareholders, top management, and relevant company personnel.

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.	Class A shares have the privilege to nominate board members and carry special voting rights at the general assembly. All Class A shares, which constitute 16,98% of the company's capital, are owned by Akfen Holding, and these Class A shares have a voting right of 50.55%.
The percentage of ownership of the largest shareholder	%56,45

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.	You can access the minutes of the ordinary general assembly meeting for the year 2023, held on June 5, 2024, at the following link: https://www.kap.org.tr/tr/Bildirim/1294887
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/tr/Bildirim/1294887

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
05/06/2024	0	%69,90	%0,00	%100,00	Investor Relations / Company Information / General Assembly Meetings	Investor Relations / Company Information / General Assembly Meetings	14	60	https://www.kap.org.tr/tr/Bildirim/1282745

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 / Company Information / General Assembly Meetings; Corporate Governance, Financial&Annual Reports, Material Disclosures
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.	Corporate / About Us
List of languages for which the website is available	Turkish and English

2.2. Annual Report
The page numbers and/or name of the sections in the Annual Report that demonstrate the information requested by principle 2.2.2.
a) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the duties of the members of the board of directors and executives conducted out of the company and declarations on independence of board members	Corporate Structure / Board of Directors, Appendix
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 Structure / Board Commitees
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 Structure
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	Other Issues
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	Information about Company's Operations
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	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%	Equity and Shareholding Structure
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	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	HR / Human Resources Policy
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)	Corporate Governance Committee and Audit Committee
The contact detail of the company alert mechanism	Ethics Hotline contact information: You can call 444 Etik (3845), send an email to akfenyenilenebilirenerji@etikhat.com.tr, send a message through the website www.etikhat.com.tr, send a message via WhatsApp to 0 552 Etik (3845) 000, or send a text message to 0 552 Etik (3845) 000.

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	Does not exist
Corporate bodies where employees are actually represented	Does not exist

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	Does not exist
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.	HR / Human Resources 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.	HR / Human Resources Policy
The number of definitive convictions the company is subject to in relation to health and safety measures	Does not exist

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	HR / Human Resources Policy / Codes of 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.	We do not have a Corporate Social Responsibility Report. Information in this context is provided in the Sustainability/Social Responsibility Projects section on our website.
Any measures combating any kind of corruption including embezzlement and bribery	The company has internal written and published ethical codes, and compliance with them is ensured through an internal control system and an ethics hotline.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	Does not exist
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 Hamdi AKIN, Pelin AKIN ÖZALP Board Member, Selim AKIN Vice Chairman, Yusuf Tülek Independent Board Member, Hasan Köktaş Independent Board Member
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	In 2024, one internal audit report was submitted to the Board of Directors.
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 / Audit Committee
Name of the Chairman	Hamdi AKIN
Name of the CEO	Mustafa Kemal GÜNGÖR
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	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	Announced in the 2024 annual report (https://www.kap.org.tr/tr/Bildirim/1404953)
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	Does not exist
The number and ratio of female directors within the Board of Directors	Number of female members 1, Rate of female members 20%

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
HAMDİ AKIN		Male	Chairman of the Board	Businessman / Businesswoman	12/01/2007	Non-Executive	Yönetim Kurulu Başkanı	Akfen Yenilenebilir Enerji A.Ş.'nin ana ortağı olan Akfen Holding A.Ş.'de Yönetim Kurulu Başkanı ve Akfen Holding iştirak ve bağlı ortaklıklarında Yönetim Kurulu Üyelikleri bulunmaktadır.	Yes	0	-	Dependent Member				-
SELİM AKIN		Male	Deputy Chairman of the Board	Manager	05/05/2009	Executive	Yönetim Kurulu Üyesi	Akfen Yenilenebilir Enerji A.Ş.'nin ana ortağı olan ana ortağı olan Akfen Holding A.Ş.'de Yönetim Kurulu Başkan Vekili / Genel Müdür ve Akfen Holding iştirak ve bağlı ortaklıklarında Yönetim Kurulu Üyelikleri bulunmaktadır.	Yes	0	A	Dependent Member				Riskin Erken Saptanması Komitesi Üyesi
PELİN AKIN		Female	Member of the Board	Manager	11/07/2016	Executive	Yönetim Kurulu Üyesi	Akfen Yenilenebilir Enerji A.Ş.'nin ana ortağı olan ana ortağı olan Akfen Holding A.Ş.'de Yönetim Kurulu Üyesi ve Akfen Holding iştirak ve bağlı ortaklıklarında Yönetim Kurulu Üyelikleri bulunmaktadır.	Yes	0	A	Dependent Member				Kurumsal Yönetim Komitesi Üyesi
HASAN KÖKTAŞ		Male	Member of the Board	Manager	07/06/2021	Non-Executive	-	Türkiye Enerji Vakfı (TENVA) - Yönetim Kurulu Başkanı ve Mütevelli Heyeti Başkanı, Aydem Enerji Holding - Yönetim Kurulu Üyesi, ACC Enerji Yatırım Danışmanlık A.Ş. - Yönetim Kurulu Başkanı, Orta Doğu Teknik Üniversitesi Mezunlar Birliği Vakfı (ODTÜ MEBİVA) Kurucular Kurulu Üyesi, İncek Agro Gıda AŞ Yönetim Kurulu Başkanı	Yes	0	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1215805	Considered	No	Riskin Erken Saptanması Komitesi Başkanı, Denetim Komitesi Başkanı, Kurumsal Yönetim Komitesi Üyesi
YUSUF TÜLEK		Male	Member of the Board	Manager	07/06/2021	Non-Executive	-	TB Enerji Yatırım Danışmanlık Ltd. Şti. Kurucu ortak, İON Çevre Teknolojileri Enerji Müh. A.Ş. ? Kurucu ortak, Yönetim Kurulu Başkanı, TG Denizli İnşaat San. Ve Tic. A.Ş. - Kurucu ortak, Yönetim Kurulu Başkan Vekili, Lokman Hekim Engürüsağ A.Ş. - Bağımsız Yönetim Kurulu Üyesi, Türkiye Enerji Vakfı (TENVA) - Yönetim Kurulu Üyesi	Yes	0	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1215805	Considered	No	Kurumsal Yönetim 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	3 (total number of decisions 18)
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	No specific duration is defined. We make every effort to ensure that information and documents are provided to our members within a reasonable timeframe before the meeting
The name of the section on the corporate website that demonstrates information about the board charter	Investor Relations / Corporate Governance / Internal Guidelines
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	Does not exist

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Corporate Structure / Board Commitees
Link(s) to the PDP announcement(s) with the board committee charters	The 2024 annual report has also been published on the Public Disclosure Platform (https://www.kap.org.tr/tr/Bildirim/1404953)

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)	-	Hasan Köktaş	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Yusuf Tülek	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Yusuf Tülek	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Hasan Köktaş	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Pelin Akın Özalp	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Aylin Çorman	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Hasan Köktaş	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Yusuf Tülek	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Selim Akın	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)	Annual Report: Corporate Structure, Web Site: Investor Relations/Corporate Governance
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)	Annual Report: Corporate Structure, Web Site: Investor Relations/Corporate Governance
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)	Annual Report: Corporate Structure, Web Site: Investor Relations/Corporate Governance
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)	Annual Report: Corporate Structure, Web Site: Investor Relations/Corporate Governance
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)	Annual Report: Corporate Structure, Web Site: Investor Relations/Corporate Governance

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)	Management Message, Financial Results
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor Relations / Corporate Governance / 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)	Information on the Field of Activity / 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%	5	3
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	67%	67%	1	1
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	50%	50%	2	1