KAP

ALARKO CARRIER SANAYİ VE TİCARET A.Ş.

ALCAR

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	80 physical, 56 virtual meetings

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/tr/Bildirim/1274155
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Yes
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	-
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)	-
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)	-
The name of the section on the corporate website that demonstrates the donation policy of the company	-
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved	-
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Article no: 22-23-24-25-26-27-28-29-30
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	-

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	%42,03

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://www.alarko-carrier.com.tr/ en/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.	There will be no distributable profit for the fiscal period in accordance with the financial statements since the net loss of the Company amounts to TRY 411,416,305.- as provided in the financial statements of the year 2023 prepared in accordance with the "Communiqué on Principles of Financial Reporting in the Capital Markets" numbered II-14.1 of the Capital Markets Board and the net loss amounts to TRY 70,377,104.77 as for the official records kept according to the Tax Procedure Law. Therefore, no dividend distribution shall be made and the loss incurred will be transferred to the previous years' loss account.
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/1286696

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
15/05/2024	0	%84,06	%0,00	%84,06	https://www.alarko-carrier.com.tr/ en/investor-relations/ corporate-governance/ General Assembly	https://www.alarko-carrier.com.tr/ en/investor-relations/ corporate-governance/ General Assembly	-	0	https://www.kap.org. tr/tr/Bildirim/1286696

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	https://www.alarko-carrier.com.tr/ en/investor-relations/ corporate-governance
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://www.alarko-carrier.com.tr/ en/investor-relations/ corporate-governance / partnership and management 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	Informations about Board of Directors- Pages no 7, 8 and 9 / Board of Directors- page no 23, 24 and 25
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	Assessment of the Working Principles and Effectiveness of the Board Committees - Pages 26 and 27
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' Operating Principles - Page 25
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	There has been no significant legislative change affecting company operations.
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	There are no significant lawsuits filed against the company that could affect its financial position and 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	-
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%	-
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	Personnel Information - Page 20 / Human Resources Policy - Page 28 / Code of Ethics and Social Responsibility - Page 29

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	2
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Investor Relations Department Manager
The contact detail of the company alert mechanism	Çağrı Efe 0262 648 61 20 - cagri.efe@alarko-carrier.com.tr

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	Succession plan is being conducted by the Board of Directors
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.	https://www.alarko-carrier.com.tr/en/ investor relations/ Investor presentation-Annual Reports/ 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.	https://www.alarko-carrier.com.tr/en/ investor relations/Investor presentation-Annual Reports/ Human Resources 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	https://www.alarko-carrier.com.tr/en/investor relations/Investor presentation-Annual Reports/ Code of Ethics and Standards of Professional Conduct
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.	https://www.alarko-carrier.com.tr/en/investor relations/Investor presentation-Annual Reports/ Code of Ethics and Standards of Professional Conduct
Any measures combating any kind of corruption including embezzlement and bribery	https://www.alarko-carrier.com.tr/en/investor relations/Investor presentation-Annual Reports /Risk Management and Internal Control Mechanism

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	15.05.2024
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	-
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	7
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	Risk Management and Internal Control Mechanism-page 18
Name of the Chairman	Niv GARİH
Name of the CEO	General Manager - Cem AKAN
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	-
The number and ratio of female directors within the Board of Directors	3, 50,00%

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
ÜMİT NURİ YILDIZ		Male	Member of the Board	Economist	17/04/2008	Non-Executive	YÖNETİM KURULU ÜYESİ	ALARKO HOLDİNG A.Ş. TOPLULUK İCRA KURULU BAŞKANI		0	ALARKO HOLDİNG A.Ş.	Dependent Member				RİSKİN ERKEN SAPTANMASI KOMİTESİ ÜYESİ
SATHYA MOORTHI DEVARAJAN		Male	Member of the Board	Sworn-in Certified Public Accountant	29/03/2023	Non-Executive	-	Carrier Corporation bünyesinde HVAC Orta Doğu ve Türkiye Genel Müdürü		0	CARRIER HVACR INVESTMENTS B.V.	Dependent Member
NİV GARİH		Male	Chairman of the Board	Business and administration professionals	24/03/2017	Non-Executive	YÖNETİM KURULU BAŞKANI	ALARKO HOLDİNG YÖNETİM KURULU ÜYESİ		0	ALARKO HOLDİNG A.Ş.	Dependent Member
MARINE VALERIE SYLVIA MADELEINE CASIN		Female	Deputy Chairman of the Board	Lawyer	04/07/2024	Non-Executive	-	Commercial HVAC ve Transicold EMEA iş birimlerinden sorumlu Kıdemli Hukuk Müşaviri		0	CARRIER HVACR INVESTMENTS B.V.	Dependent Member
SILA BAŞARAN		Female	Member of the Board	Lawyer	15/05/2024	Non-Executive	-	Avukat	No	-	-	Independent Member		Considered	No	Riskin Erken Saptanması Komitesi Başkanı,Denetimden Sorumlu Komite Üyesi,Kurumsal Yönetim Komitesi Üyesi
BEDRİYE BANU KÖKER		Female	Member of the Board	Manager	15/05/2024	Non-Executive	-	Alarko Gayrimenkul Yatırım Ortaklığı A.Ş. Bağımsız Yönetim Kurulu Üyesi	Yes	-	-	Independent Member		Considered	No	Denetimden Sorumlu Komite Başkanı, Kurumsal Yönetim Komite Başkanı, 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	22 - Foreign board members participated via correspondence
Director average attendance rate at board meetings	%97
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	3
The name of the section on the corporate website that demonstrates information about the board charter	https://www.alarko-carrier.com.tr/en/investor relations/investor presentations/Annual Reports/Annual Report-Principals of Conduct of the Board of Directors
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	Assessment of the Working Principles and Effectiveness of the Board Committees - Pages 26 and 27
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/198153 https://www.kap.org.tr/tr/Bildirim/229345

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)	-	Bedriye Banu Köker	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Sıla Başaran	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Çağrı Efe	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Denetim Komitesi (Audit Committee)	-	Bedriye Banu Köker	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Sıla Başaran	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Sıla Başaran	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Bedriye Banu Köker	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Ümit Nuri Yıldız	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/Assessment on the Operating Principles and Effectiveness of the Committees of the Board of Directors-pages 26-27
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/Assessment on the Operating Principles and Effectiveness of the Committees of the Board of Directors-pages 26-27
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)	Corporate Governance Committee carries out the duties of the Nomination 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)	Assessment on the Operating Principles and Effectiveness of the Committees of the Board of Directors-pages 26-27
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)	Corporate Governance Committee carries out the duties of the 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)	Board of Directors Annual Report-page 14/ Information Regarding Our Activities-page 15
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	https:// www.alarko-carrier.com.tr/en/ investor-relations/ corporate- governance/ 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)	Remuneration of Board Members and Top Executives- page 19

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%	6	6
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	66%	66%	3	3
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	66%	1	6