PDP

CEM ZEYTİN A.Ş.

CEMZY

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 has not organized any investor conferences or meetings throughout the year.

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
14/03/2025	0	%75,12	%0,00	%99,99	Investor Relations / General Assembly Information	Investor Relations / General Assembly Information	-	11	https://www.kap.org.tr/tr/Bildirim/1393436

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/1393436
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	The documents related to the General Assembly meeting are not presented in English alongside 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 has been made as there were no transactions falling under Principle 1.3.9.
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/1476064
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 disclosure has been made as no transaction occurred within the scope of the relevant article
The name of the section on the corporate website that demonstrates the donation policy of the company	There is no policy in place
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved	There is no policy in place
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Article 10 ? General Assembly
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Shareholders and their representatives, whose names appear on the list of shareholders obtained from the Central Securities Depository (MKK) and who applied to the Company, as well as Independent Board Members, representatives of the Independent Audit Firm, and the Investor Relations Department responsible for preparing the General Assembly, attended the General Assembly meeting

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) registered shares carry the privilege of nominating candidates to the Board of Directors and voting at the General Assembly.Each Class (A) share carries 5 (five) voting rights, while each Class (B) share carries 1 (one) voting right
The percentage of ownership of the largest shareholder	%40

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
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.	According to the financial statements of the Company for the fiscal year 01.01.2024 ? 31.12.2024, prepared in accordance with the Capital Markets Board Communiqué No. II-14.1 on Principles of Financial Reporting in Capital Markets and audited by Deneyim Independent Audit and Consulting Inc., a Net Profit for the Period of TRY 91,085,651 has been realized. Considering the Company's investment and financing policies, long-term corporate strategy, and market expectations, the Board of Directors proposed that no distribution be made from the 2024 profit, that the profit be retained within the Company, and that the remaining amount, after setting aside the general legal reserves, be transferred to extraordinary reserves. This proposal was approved by the General Assembly with a majority vote of 302,000,101 in favor and 10,101 against
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/1407065

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
14/03/2025	0	%75,12	%0,00	%99,99	Investor Relations / General Assembly Information	Investor Relations / General Assembly Information	-	11	https://www.kap.org.tr/tr/Bildirim/1393436

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 / Corporate Governance ? Corporate Governance Compliance Report ? Annual Reports ? Financial Statements and Notes ? General Assembly Information ? Material Event Disclosures ? Announcements ? Frequently Asked Questions
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 / Shareholding Structure and Privileged Shares
List of languages for which the website is available	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	BOARD OF DIRECTORS AND COMMITTEES / Under the headings ?Resumes of Independent Board Members? and ?Independence Declarations.
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	BOARD OF DIRECTORS AND COMMITTEES / Under the heading ?Company Board of Directors 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	BOARD OF DIRECTORS AND COMMITTEES / Under the heading ?Company Board of Directors 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	It is presented under the heading ?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	It is presented under the heading ?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	It is presented under the heading ?OTHER INFORMATION
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 are no cross-shareholdings where the direct participation in the capital 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	It is presented under the heading ?STAKEHOLDERS

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)	Members of the Audit Committee
The contact detail of the company alert mechanism	https://www.cemzeytin.com.tr/tr/sayfa/iletisim

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	Not available
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 measures have been taken in accordance with the regulations of the Ministry of Environment and Urbanization
Any measures combating any kind of corruption including embezzlement and bribery	All obligations regarding this matter are being fulfilled. Within the scope of audit activities, preventive and deterrent inspections 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	Not available
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	-
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	-
Name of the Chairman	CEM OKULLU
Name of the CEO	VOLKAN OKULLU
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	1 person ? 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
CEM OKULLU		Male	Chairman of the Board	Industrialist	14/11/1994	Executive	Yönetim Kurulu Başkanı	Adra GYO A.Ş Yönetim Kurulu Başkanı - Cem Zeytin A.Ş Yönetim Kurulu Başkanı - Bilen Bilen İnşaat A.Ş Yönetim Kurulu Başkanı - Yahya Gıda A.Ş Yönetim Kurulu Başkanı - Bts Kağıtçılık Ambalaj İnşaat Dış Ticaret Sanayi Ticaret Limited Şirketi Genel Müdür - BatıEge İnşaat A.Ş Yönetim Kurulu Başkanı - Anadolu Gayrimenkul Yatırım A.Ş Yönetim Kurulu Başkanı - Natürel Frozen Gıda A.Ş Yönetim Kurulu Başkanı - Adra Holding A.Ş Yönetim Kurulu Başkan	No	37.56	A VE B	Dependent Member			No
CENGİZ OKULLU		Male	Deputy Chairman of the Board	Industrialist	14/11/1994	Executive	Yönetim Kurulu Başkan Vekili	Adra GYO A.Ş Yönetim Kurulu Başkan Vekili - Cem Zeytin A.Ş Yönetim Kurulu Başkan Vekili - Anadolu Gayrimenkul Yatırım A.Ş Yönetim Kurulu Başkan Vekili - Natürel Frozen Gıda A.Ş Yönetim Kurulu Başkan Vekili - Adra Holding A.Ş Yönetim Kurulu Başkan Vekili	No	37.56	A VE B	Dependent Member
SERDAR MUHARREM BAYRAKTUTAN		Male	Member of the Board	Banker	31/10/2024	Non-Executive	-	Tukaş Gıda Sanayi ve Ticaret A.Ş. Yönetim Kurulu Üyesi - Bağımsız	Yes	-	-	Independent Member			No
GÜL SAĞIR AYDIN		Female	Member of the Board	Economist	31/10/2024	Non-Executive	-	BNR Teknoloji A.Ş.(Hopi) - Genel Müdür Yrd., Tukaş Gıda Sanayi ve Ticaret A.Ş. Bağımsız Yönetim Kurulu Üyesi	Yes	-	-	Independent Member
VOLKAN OKULLU		Male	Member of the Board	Managing Director / Chief Executive	31/10/2024	Executive	-	-		-	-	Dependent Member

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	Although there is no written rule, in practice, information and documents related to the items on the Board of Directors meeting agenda are provided to the Board members well in advance of the meeting to ensure equal flow of information
The name of the section on the corporate website that demonstrates information about the board charter	Not available
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	BOARD OF DIRECTORS AND COMMITTEES
Link(s) to the PDP announcement(s) with the board committee charters	-

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)	-	Serdar Muharrem BAYRAKTUTAN	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)	-	Serdar Muharrem BAYRAKTUTAN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Funda BAŞLAMA	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Serdar Muharrem BAYRAKTUTAN	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)
Diğer (Other)	Sustainability Committee	Gül SAĞIR AYDIN	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability Committee	Volkan OKULLU	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability Committee	Mehmet OKULLU	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Sustainability Committee	Gamze Emel KENDİGELEN	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Sustainability Committee	Merve UZUN	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Sustainability Committee	Funda BAŞLAMA	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Sustainability Committee	Hande YÜCE	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)	ANNUAL REPORT / BOARD OF DIRECTORS AND 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)	ANNUAL REPORT / BOARD OF DIRECTORS AND 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)	ANNUAL REPORT / BOARD OF DIRECTORS AND COMMITTEES
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 / BOARD OF DIRECTORS AND 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)	ANNUAL REPORT / BOARD OF DIRECTORS AND COMMITTEES

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)	-
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	ANNUAL REPORT / BOARD OF DIRECTORS AND COMMITTEES
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)	ANNUAL REPORT / BOARD OF DIRECTORS AND COMMITTEES

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)	-	100%	100%	2	2
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	100%	6	6
Diğer (Other)	Sustainability Committee	14.28%	14.28%	1	1