PDP

KUZUGRUP GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.

KZGYO

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	None

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
27/06/2025	0	%75,07	%0,07	%75,00	Investor Relations	Investor Relations	0	0	https://www.kap.org.tr/tr/Bildirim/1452703

1.3. General Assembly
Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)	Invitation PDP: https://www.kap.org.tr/tr/Bildirim/1445082 Ruesults of General Assembly PDP: https://www.kap.org.tr/tr/Bildirim/1452703
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	The 2024 ordinary general assembly was held on June 27, 2025, and the documents are presented only in Turkish.
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	No announcement was made because no action was taken under the relevant article.
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/tr/Bildirim/1491896
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)	No announcement was made because no action was taken under the relevant art
The name of the section on the corporate website that demonstrates the donation policy of the company	https://kzgyo.com/yatirimci-iliskileri/politikalar/
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/1328500
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Article 23,24,25
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Out of a total of 200,000,000 shares, each with a nominal value of 1 TL, representing the company's total issued capital of 200,000,000 TL, 140,439 shares with a total par value of 140,439 TL were represented in person at the meeting; and 150,000,000 shares with a total par value of 150,000,000 TL were represented by proxy.

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.	Class A shares have the privilege of nominating candidates for the election of Board of Directors members. Class A shareholders belong to Kuzu Toplu Konut İnşaat A.Ş., the main shareholder of the Company. Their voting rights are 75%.
The percentage of ownership of the largest shareholder	%75

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	https://kzgyo.com/yatirimci-iliskileri/politikalar/
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 ordinary general assembly for the year 2024 was held on June 27, 2025, and the PDP link to the minutes of the general assembly meeting, which specified how the profits would be used, is provided below:https://www.kap.org.tr/tr/Bildirim/1452709
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	The minutes of the 2024 ordinary general assembly, held on June 27, 2025, which state that the board of directors proposed to the general assembly that no dividends be distributed, can be found at the following link on the Public Disclosure Platform (KAP): https://www.kap.org.tr/tr/Bildirim/1452703

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
27/06/2025	0	%75,07	%0,07	%75,00	Investor Relations	Investor Relations	0	0	https://www.kap.org.tr/tr/Bildirim/1452703

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.	Partnership 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	Yönetim Kurulu Üst Düzey Yöneticileri ve Personel Sayısı İle İlgili Bilgiler
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	Yönetim Kurulu Bünyesinde Oluşturulan Komiteler
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	Yönetim Kurulu Üst Düzey Yöneticileri ve Personel Sayısı İle İlgili Bilgiler
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	Finansl Durum
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	Şirket Aleyhine Açılan ve Şirketin Mali Durumunu ve Faaliyetlerini Etkileyebilecek Nitelikteki Davalar ve Olası Sonuçları Hakkında Bilgiler
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	Hizmet Alınan Şirketler
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%	Şirketin Sermaye ve Ortaklık Yapısı ile Bunlara İlişkin Dönem İçindeki Değişiklikler
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	-

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 number of definitive convictions the company was subject to in relation to breach of employee rights	-
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Kurumsal Yönetim Komitesi ,Denetim Komitesi
The contact detail of the company alert mechanism	yatirimciiliskileri@kuzugyo.com info@kzgyo.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	-
Corporate bodies where employees are actually represented	-

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 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.	-
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.	-
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	-
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.	-
Any measures combating any kind of corruption including embezzlement and bribery	-

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	-
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	ÖZEN KUZU, Chairman of the Board; MEHMET EMRE BAŞTOPÇU, Vice Chairman of the Board; CENK CERRAH, Board Member; ALP GÜRES, Board Member; SUAT YAZICI, Board Member; FİGEN YILDIRIM, Independent Board Member; İBRAHİM ÜNALMIŞ, ??Independent Board Member; KADRİ ÖZGÜNEŞ, Independent Board Member
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	-
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	Şirketin İç Kontrol Sistemi ve İç Denetim Faaliyetleri Hakkında Bilgiler ile Yönetim Organının Bu Konudaki Görüşü
Name of the Chairman	Özen Kuzu
Name of the CEO	Cenk Cerrah
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	It is 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	-
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	Number of female members: 1, Female membership rate: 12.50%.

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
ÖZEN KUZU		Male	Chairman of the Board	Businessman / Businesswoman	15/06/2021	Executive	Yönetim Kurulu Başkanı	Kuzu Toplu Konut İnşaat A.Ş Yönetim Kurulu Başkanı	No	-	-	Dependent Member			No
MEHMET EMRE BAŞTOPÇU		Male	Deputy Chairman of the Board	Civil Engineer	14/04/2023	Non-Executive	Yönetim Kurulu Başkan Vekili	-	No	-	-	Dependent Member			No
FİGEN YILDIRIM		Female	Member of the Board	Academician	14/04/2023	Non-Executive	-	İstanbul Ticaret Üniversitesi Öğretim Üyesi	Yes	-	-	Independent Member			No
İBRAHİM ÜNALMIŞ		Male	Member of the Board	Academician	14/04/2023	Non-Executive	-	Bahçeşehir Üniversitesi Öğretim Üyesi	Yes	-	-	Independent Member			No
CENK CERRAH		Male	Member of the Board	Finance Professional	14/04/2023	Executive	Yönetim Kurulu Üyesi ve Genel Müdür	-	Yes	-	-	Dependent Member			No
KADRİ ÖZGÜNEŞ		Male	Member of the Board	Managing Director / Chief Executive	28/08/2024	Non-Executive	-	-	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1315170	Considered	No	Kurumsal Yönetim Komitesi, Denetim Komitesi, Riskin Erken Saptanması Komitesi Üyesi
ALP GÜRES		Male	Member of the Board	Managing Director / Chief Executive	20/06/2025	Non-Executive	-	-	Yes	-	-	Dependent Member			No
SUAT YAZICI		Male	Member of the Board	Accountant	20/06/2025	Non-Executive	-	-	Yes	-	-	Dependent Member			No

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	%100
Whether the board uses an electronic portal to support its work or not	Hayır (No)
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter	No specific timeframe has been defined. Every effort has been made to ensure that information and documents are provided to our members within a reasonable time prior to the meeting.
The name of the section on the corporate website that demonstrates information about the board charter	-
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	Yönetim Kurulu Bünyesinde Oluşturulan Komiteler
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/1252643

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)	-	Figen Yıldırım	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	İbrahim Ünalmış	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Kadri Özgüneş	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Birol Yıldırım	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Figen Yıldırım	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Mehmet Emre Baştopçu	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Kadri Özgüneş	Hayır (No)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	İbrahim Ünalmış	-	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Figen Yıldırım	-	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Kadri Özgüneş	-	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability Committee	Figen Yıldırım	Evet (Yes)	-
Diğer (Other)	Sustainability Committee	Kadri Özgüneş	Hayır (No)	-
Diğer (Other)	Sustainability Committee	Birol Yıldırım	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)	Yönetim Kurulu Bünyesinde Oluşturulan Komiteler
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)	Yönetim Kurulu Bünyesinde Oluşturulan Komiteler
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)	Yönetim Kurulu Bünyesinde Oluşturulan Komiteler
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)	Yönetim Kurulu Bünyesinde Oluşturulan Komiteler
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)	Yönetim Kurulu Bünyesinde Oluşturulan Komiteler

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)	Riskler ve Yönetim Organının Değerlendirmesi
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	https://kzgyo.com/yatirimci-iliskileri/politikalar/
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)	Yönetim Kurulu Üyeleri ile Üst Düzey Yöneticilere Sağlanan Mali Haklar

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
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	67%	6	6
Denetim Komitesi (Audit Committee)	-	100%	100%	5	5
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	100%	75%	1	1
Diğer (Other)	Sustainability Committee	100%	67%	1	1