KAP

ADRA GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.

ADGYO

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	The company did not organize investor conferences or meetings throughout the year.

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	No special auditor request was made.
The number of special audit requests that were accepted at the General Shareholders' Meeting	No request for a special auditor was made 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://adragyo.com.tr/?page_id=95
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Not offered
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 action within the scope of Principle 1.3.9, no announcement was 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 no transaction was carried out within the scope of the relevant article, no announcement was 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 no transaction was carried out within the scope of the relevant article, no announcement was made.
The name of the section on the corporate website that demonstrates the donation policy of the company	Not available
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved	Not available
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	There is no article in the articles of association regulating the participation of stakeholders in the general assembly.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Shareholders and their representatives who were on the shareholder list received from MKK and applied to the Company, Independent Board Members, Independent Audit Firm Official and the Investor Relations Department of the Company, which made the preparations for the General Assembly, attended the General Assembly meeting.

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.	-
The percentage of ownership of the largest shareholder	%68,10

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.	The 7th item of the agenda was moved on. Prepared in accordance with the provisions of the Communiqué on Principles of Financial Reporting in the Capital Markets numbered (II-14.1) of the Capital Markets Board and published by experienced independent audit and consultancy company. A net period profit of 870,070,352 TL was generated in our solo financial statements for the accounting period 01.01.2023 - 31.12.2023, audited by. Our Company's investment and financing policies, taking into account our long-term Company strategy and market expectations, require the approval of the ordinary general assembly that no distribution will be made from the 2023 profit in order to strengthen the financial structure of the Company, the profit will be kept within the Company, and the remaining amount will be transferred to extraordinary reserves after the allocation of general legal reserves. The proposal of the Board of Directors regarding the presentation was accepted unanimously.
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/sirket-bilgileri/ozet/8acae2c586d22c53018a737800f804ae

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
03/07/2024	0	%74,92	%0,00	%74,91	https://adragyo.com.tr/?page_id=95#1717664613733-d374c0a0-4a23	-	-	-	https://www.kap.org.tr/tr/Bildirim/1305136

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	https://adragyo.com.tr/?page_id=95#1689168870278-764ca0b3-1f80
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.	https://adragyo.com.tr/?page_id=95#1689168841617-5b8799cc-65f4
List of languages for which the website is available	It was prepared in Turkish and English (Some of the information on the company's corporate website is also prepared in 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 / BOARD OF DIRECTORS / Structure and Formation of the Board of Directors. Additionally, the Duties of our Independent Board Members Outside the Company are presented in their resumes attached to our Annual Report. Declarations of Independence are also included in the annex to our Annual Report.
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	Published under the title General Assembly Information
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	34
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	It is located under the heading Legal Disclosures.
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	It is located under the heading Legal Disclosures.
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	It is not available.
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%	It is located under the Capital and Partnership Structure 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	It is not available.

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	Not available
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	General manager
The contact detail of the company alert mechanism	https://adragyo.com.tr/?page_id=48

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	Human Resources has been authorized.
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.	Not available
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.	Not available
The number of definitive convictions the company is subject to in relation to health and safety measures	Not available

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	Not available
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.	There is no Corporate Social Responsibility report. All necessary precautions have been taken within the framework of the regulations of the Ministry of Environment and Urbanization.
Any measures combating any kind of corruption including embezzlement and bribery	All necessary obligations in this regard are fulfilled. 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	All necessary obligations in this regard are fulfilled. Within the scope of audit activities, preventive and deterrent audits are carried out, helping to strengthen internal control awareness and measures.
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	There was no transfer of authority.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	Not available
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	Not available
Name of the Chairman	Cem Okullu
Name of the CEO	Bülent Bircan
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	-
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	Not available
The number and ratio of female directors within the Board of Directors	3 people - 60%

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
CEM OKULLU		Male	Chairman of the Board	Industrialist	29/12/2022	Executive	YÖNETİM KURULU BAŞKANI	Tukaş Gıda Sanayi ve Ticaret A.Ş Yönetim Kurulu Başkanı-Cem Zeytin A.Ş. Yönetim Kurulu Başkanı-Anadolu Gayrimenkul Yatırım A.Ş. Yönetim Kurulu Başkanı- Batı Ege İnşaat A.Ş Yönetim Kurulu Başkan - Bilen Bilen İnşaat A.Ş Yönetim Kurulu Başkanı - Yahya Gıda A.Ş Yönetim Kurulu Başkanı		-	A-B	Dependent Member
CENGİZ OKULLU		Male	Deputy Chairman of the Board		29/12/2022	Executive	YÖNETİM KURULU BAŞKAN VEKİLİ	Tukaş Gıda Sanayi ve Ticaret A.Ş Yönetim Kurulu Başkan Vekili - Cem Zeytin A.Ş. Yönetim Kurulu Başkan Vekili - Anadolu Gayrimenkul Yatırım A.Ş. Yönetim Kurulu Başkan Vekili		-	A-B	Dependent Member
IŞIL DİNÇER		Female	Member of the Board	Architect	29/12/2022	Non-Executive	-	ID Consultancy Gayrimenkul Geliştirme ve Pazarlama Kurucusu ve Yöneticisi	Yes	0	-	Independent Member		Considered	No	Kurumsal Yönetim Komitesi, Üye; Riskin Erken Saptanması Komitesi, Başkan; Denetimden Sorumlu Komite,Başkan
GÜL SAĞIR AYDIN		Female	Member of the Board	Managing Director / Chief Executive	03/07/2024	Non-Executive	-	-	No	-	-	Independent Member		Considered	No	Kurumsal Yönetim Komitesi, Başkan; Riskin Erken Saptanması Komitesi, Üye; Denetimden Sorumlu Komite, Üye.
NURHAN EBREN		Female	Member of the Board	Architect	23/10/2024	Non-Executive	-	-		-	-	Dependent Member

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	34
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	Although there is no written rule, in practice, information and documents regarding the issues on the Board of Directors meeting agenda are submitted for review by the members of the Board of Directors sufficient time before 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	Investor Relations / 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 are no limitations.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Not available
Link(s) to the PDP announcement(s) with the board committee charters	Not available

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)	-	IŞIL DİNÇER	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	GÜL SAĞIR AYDIN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	GÜL SAĞIR AYDIN	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	IŞIL DİNÇER	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	IŞIL DİNÇER	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	GÜL SAĞIR AYDIN	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)	https://adragyo.com.tr/?page_id=95#1689169793727-3992edbc-23d6
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)	https://adragyo.com.tr/?page_id=95#1689169793727-3992edbc-23d6
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)	https://adragyo.com.tr/?page_id=95#1689169793727-3992edbc-23d6
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)	https://adragyo.com.tr/?page_id=95#1689169793727-3992edbc-23d6
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)	https://adragyo.com.tr/?page_id=95#1689169793727-3992edbc-23d6

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)	https://adragyo.com.tr/?page_id=95#1689169807595-3b335bc2-8471
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	https://adragyo.com.tr/?page_id=95#1689169807595-3b335bc2-8471
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)	https://adragyo.com.tr/?page_id=95#1689169807595-3b335bc2-8471

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)	-	0%	100%	2	2