Copyright © 2025 KAP
Central Securities Depository & Trade Repository of Türkiye
| 1.1. Facilitating the Exercise of Shareholders Rights | ||
|---|---|---|
| The number of investor meetings (conference, seminar/etc.) organised by the company during the year | After the announcement of each quarter's financial results, two analyst meetings were held, one for corporate investors and one for individual investors, and a total of 8 meetings were organized in 2024. These meetings were held online. Apart from the quarterly financial results sharing meetings, 11 meetings were held upon requests from corporate investors. These meetings were held online or physically. |
| 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/1401041 | |
| Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time | no | |
| 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) | There is no such transaction. | |
| The name of the section on the corporate website that demonstrates the donation policy of the company | Investor Relations / Corporate Governance / Company Policies | |
| 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/en/Bildirim/1413088 | |
| The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting | The participation of shareholders in the general assembly is regulated in Article 10 of our articles of association, and there is no provision regarding the holding of general assemblies open to the public, including stakeholders and the media, without the right to speak. | |
| Identified stakeholder groups that participated in the General Shareholders' Meeting, if any | There was no participation request other than officers and shareholders at the ordinary general assembly meeting held on 27.03.2025. |
| 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. | Company shares are represented by two separate share groups, Group A and B, each equal and with a nominal value of 1 TL, and Group A shares provide the shareholder with the privilege of voting rights and the privilege of nominating candidates to the Board of Directors. Group A shareholders or their proxies present at all ordinary and extraordinary General Assembly meetings of the Company have 5 (five) voting rights for each share, and Group B shareholders or their proxies have 1 (one) vote right for each share. Additionally, in the formation of the Board of Directors, half of the members of the Board of Directors will be elected from among Group A shareholders or the candidates they nominate. If the number corresponding to half of the number of Board of Directors members does not correspond to a whole number, this number will be rounded down to the next lower number and the resulting number of members will be selected among Group A shareholders or the candidates they nominate. The Chairman of the Board of Directors is elected among the members of the Board of Directors nominated by Group A shareholders. Group B shares have no privileges. | |
| The percentage of ownership of the largest shareholder | %16,51 |
| 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. | Not available |
| 1.6. Dividend Right | ||
|---|---|---|
| The name of the section on the corporate website that describes the dividend distribution policy | Investor Relations / Corporate Governance / Company Policies | |
| 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. | Dividends were distributed in 2024. | |
| PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends | Dividends were distributed in 2024. |
| 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 |
|---|---|---|---|---|---|---|---|---|---|
| 27/03/2025 | 0 | %61,86 | %27,01 | %34,85 | Investor Relations / Corporate Governance / General Assembly | Investor Relations / Corporate Governance / General Assembly | 14 | 0 | https://www.kap.org.tr/en/Bildirim/1413088 |
| 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 and Contact sections | |
| 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 / Company / Partnership and Management Structure / Direct or Indirect Shareholders Owning More Than 5% of the Shares | |
| 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 Governance / Declarations on Independence and Corporate Profile / Board of Directors | |
| 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 Profile / Committees Formed within the Board Structure, Corporate Governance / Corporate Governance Information Form and Corporate Governance / Evaluation of the Board of Directors on the Working Principles and Effectiveness of the Board Committees | |
| 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 Governance / Evaluation of the Board of Directors on the Working Principles and Effectiveness of the Board Committees | |
| 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 | Corporate Governance / Other Legal Explanations | |
| 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 | Corporate Governance / Other Legal Explanations | |
| 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 | Corporate Governance / Other Legal Explanations | |
| 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% | Corporate Governance / Other Legal Explanations | |
| 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 | Activities in 2024 / Human Resources, Activities in 2024 / Sustainability and Activities in 2024 / Corporate Social Responsibility Projects | |
| 3.1. Corporation's Policy on Stakeholders | ||
|---|---|---|
| The name of the section on the corporate website that demonstrates the employee remedy or severance policy | Not available | |
| The number of definitive convictions the company was subject to in relation to breach of employee rights | 18 | |
| The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism) | Internal Control, Risk Management and Internal Audit Director | |
| The contact detail of the company alert mechanism | etik@ebebek.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 | Not available | |
| Corporate bodies where employees are actually represented | Not available |
| 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 Board of Directors gives instructions regarding the backup of key positions, and based on the instruction, the process is carried out by Human Resources in the name of General Manager. Backup results are handled and carried out every year within the framework of Talent Management Principles. At the same time, ebebek emphasizes the importance of the succession plan, referring to the 5th article of the "Solution Oriented Leadership Principles", publicly on its website, https://kurumsal.ebebek.com/en/solution-oriented-leadership-principles. (He/she is always both student and teacher, training the person to replace him/her) | |
| 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. | Information containing the Company's Human Resources Policies is shared with the public at the internet address https://kurumsal.ebebek.com/en/our-working-principles-and-code-of-ethics. The site in question includes open positions, data on some HR metrics and information about our Everest Journey young talent program. As written in our ethical codes, for equality of opportunity and personnel recruitment process we act with the principle, "We objectively evaluate the performance of our employees, taking into account their efforts, dedication and success. We take competence into account in recruitment, promotion and appointments, and ensure equal opportunities among employees." | |
| 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 information in question is shared with the public at the internet address https://kurumsal.ebebek.com/en/our-working-principles-and-code-of-ethics. "Everyone in our organization is valuable to us. We respect and love all individuals in our organization, regardless of title or seniority, and we act within the framework of the rules of courtesy and elegance." Acting on the principle, we do not allow discrimination and mistreatment among our employees. | |
| 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 | |
| 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. | Sustainability / Our Reports | |
| Any measures combating any kind of corruption including embezzlement and bribery | Within the scope of Internal Control, Risk Management and Internal Audit Directorate activities, internal investigations are carried out on issues such as internal corruption, abuse and ethical violations, with the aim of determining the damages and losses that have occurred or are likely to occur or of investigating the truth of the allegations. Regulations regarding bribery and corruption are included in the ebebek working principles and code of ethics, which are also available on our website. Our procedure for giving, accepting gifts and hosting determine and the rules regarding giving, receiving gifts and hosting. |
| 4.2. Activity of the Board of Directors | ||
|---|---|---|
| Date of the last board evaluation conducted | 5 Feb 2025 | |
| 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 | not available | |
| Number of reports presented by internal auditors to the audit committee or any relevant committee to the board | 10 | |
| 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 / Internal Audit and Internal Control | |
| Name of the Chairman | Musa Topbaş | |
| Name of the CEO | Halil Erdoğmuş / Can Karadeniz | |
| If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles | They 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 | not available | |
| The name of the section on the corporate website that demonstrates current diversity policy targeting women directors | not available | |
| The number and ratio of female directors within the Board of Directors | 1/6 |
| 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| MUSA TOPBAŞ | Male | Chairman of the Board | Managing Director / Chief Executive | 02/12/2011 | Non-Executive | Tuna Çocuk Gereçleri A.Ş Yönetim Kurulu Başkanı | Çeşitli şirketlerde yönetim kurulu üyesidir | 15.6 | - | Dependent Member | Kurumsal Yönetim Komitesi üyesi, Riskin Erken Saptanması Komitesi üyesi | |||||
| EBUBEKİR TOPBAŞ | Male | Deputy Chairman of the Board | Managing Director / Chief Executive | 18/11/2025 | Non-Executive | - | Evidea Mağazacılık A.Ş.Yönetim Kurulu Başkan Vekili ve Yedi İklim Peyzaj Mimarlık A.Ş. Yönetim Kurulu Başkan Vekili | - | - | Dependent Member | ||||||
| HALİL ERDOĞMUŞ | Male | Member of the Board | Managing Director / Chief Executive | 12/09/2000 | Executive | Genel Müdür, Yönetim Kurulu Başkanı, Grup CEO, Tuna Çocuk Gereçleri A.Ş'de Ebebek Mağazacılık A.Ş'yi temsilen Yönetim Kurulu üyesi | Evidea Mağazacılık A.Ş.Yönetim Kurulu Üyesi , Bebek Araç Gereçleri Üretici, İthalatçı ve Perakendecileri Derneğinin kurucu üye, GYIAD ve TÜSİAD üyesidir | 10.74 | - | Dependent Member | ||||||
| MAHMUD MUHAMMED TOPBAŞ | Male | Member of the Board | Managing Director / Chief Executive | 02/12/2011 | Non-Executive | Yönetim Kurulu Başkan Yardımcısı | BİM Birleşik Mağazalar A.Ş.'nde Yönetim Kurulu Başkanı ve çeşitli şirketlerde yönetim kurulu üyesidir | 15.6 | - | Dependent Member | ||||||
| AYNUR ÇOLPAN | Female | Member of the Board | Managing Director / Chief Executive | 25/04/2024 | Non-Executive | - | BİM Yönetim Kurulu Danışmanı | No | - | - | Independent Member | https://www.kap.org.tr/tr/Bildirim/1265337 | Considered | No | Denetim Komitesi üyesi, Kurumsal Yönetim Komitesi üyesi, Riskin Erken Saptanması Komitesi Başkanı | |
| SONER CANKO | Male | Member of the Board | Managing Director / Chief Executive | 25/04/2024 | Non-Executive | - | SC Yönetim Danışmanlık kurucusu, Hayat Finans yönetim kurulu üyesi | Yes | - | - | Independent Member | https://www.kap.org.tr/tr/Bildirim/1265337 | Considered | No | Denetim Komitesi, Riskin Erken Saptaması Komitesi, Kurumsal Yönetim Komitesi (Başkan) |
| 4.4. Meeting Procedures of the Board of Directors | ||
|---|---|---|
| Number of physical or electronic board meetings in the reporting period | 45 | |
| Director average attendance rate at board meetings | %94 | |
| 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 | none | |
| The name of the section on the corporate website that demonstrates information about the board charter | There are no internal regulations regarding board meetings other than the articles of association. | |
| Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors | Not available |
| 4.5. Board Committees | ||
|---|---|---|
| Page numbers or section names of the annual report where information about the board committees are presented | "Corporate Profile / Committees Formed within the Board Structure, Corporate Governance / Corporate Governance Information Form and Corporate Governance / Evaluation of the Board of Directors on the Working Principles and Effectiveness of the Board Committees | |
| Link(s) to the PDP announcement(s) with the board committee charters | https://www.kap.org.tr/en/Bildirim/1292188 |
| 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) | - | Dr. Soner Canko | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
| Denetim Komitesi (Audit Committee) | - | Aynur Çolpan | Hayır (No) | Yönetim kurulu üyesi (Board member) |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Dr. Soner Canko | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Aynur Çolpan | Hayır (No) | Yönetim kurulu üyesi (Board member) |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Musa Topbaş | Hayır (No) | Yönetim kurulu üyesi (Board member) |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | Pınar Topsakal Eşici | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Aynur Çolpan | Evet (Yes) | Yönetim kurulu üyesi (Board member) |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Dr. Soner Canko | Hayır (No) | Yönetim kurulu üyesi (Board member) |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Musa Topbaş | Hayır (No) | Yönetim kurulu üyesi (Board member) |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | Tolga Koyuncu | 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) | Corporate Profile / Committees Formed within the Board Structure, Corporate Governance / Corporate Governance Information Form and Corporate Governance / Evaluation of the Board of Directors on the Working Principles and Effectiveness of the Board Committees | |
| 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) | Corporate Profile / Committees Formed within the Board Structure, Corporate Governance / Corporate Governance Information Form and Corporate Governance / Evaluation of the Board of Directors on the Working Principles and Effectiveness of the Board Committees | |
| 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) | The Corporate Governance Committee also fulfills the duties of the Nomination Committee and Remuneration 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) | Corporate Profile / Committees Formed within the Board Structure, Corporate Governance / Corporate Governance Information Form and Corporate Governance / Evaluation of the Board of Directors on the Working Principles and Effectiveness of the Board Committees | |
| 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) | The Corporate Governance Committee also fulfills the duties of the Nomination Committee and Remuneration 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) | Financial Status and Risk Management | |
| Specify the section of website where remuneration policy for executive and non-executive directors are presented. | Investor Relations / Corporate Governance / Company 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) | Corporate Governance / Other Legal Explanations |
| 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% | 4 | 4 |
| Kurumsal Yönetim Komitesi (Corporate Governance Committee) | - | 75% | 50% | 4 | 4 |
| Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk) | - | 75% | 50% | 4 | 4 |
