KAP

ALARKO HOLDİNG A.Ş.

ALARK

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)	Request for appointment of special auditor is not governed by our Articles of Association separately, and pursuant to Article 438 of the Turkish Commercial Code, even if it is not included in the agenda, any shareholder may request the general assembly to clarify certain events with a special audit, if it is necessary for the exercise of shareholder rights and the right to receive information or review has already been exercised. No such request has been received in 2024.
The number of special audit requests that were accepted at the General Shareholders' Meeting	Shareholders have not had a request to this effect

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/1280103
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	https://www.alarko.com.tr/en/investor-relations/corporate-governance/policies/donations-and-aids-policy/
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/1291421
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Articles No: 48 - 49 - 50 - 51 - 52 - 53 ve 54
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	%17,68

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.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.	Dividend distribution was made
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	Dividend distribution was made

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
27/05/2024	0	%69,39	%63,30	%6,09	https://www.alarko.com.tr/en/investorrelations/corporategovernance/general-assembly-participation-and-minutes	https://www.alarko.com.tr/en/investor-relations/corporate-governance/general-assembly-participation-and-minutes	-	0	https://www.kap.org.tr/tr/Bildirim/1291421

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.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.com.tr/en/investor-relations/corporate-governance/shareholder-structure/
List of languages for which the website is available	Turkish, English

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.com.tr/en/investor-relations/corporate-governance/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.com.tr/en/sustainability/
Any measures combating any kind of corruption including embezzlement and bribery	Annual Report /Corporate Governance / Code of Ethics and Standards of Professional Conduct

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	https://www.alarko.com.tr/en/investor-relations/corporate-governance/policies/compensation-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)	Investor Relations Director
The contact detail of the company alert mechanism	Özgür Kalyoncu - 0212 310 33 00 - ozgur.kalyoncu@alarko.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.	Annual Report/Additional Information Regarding Our Activities/ 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.	Annual Report/Additional Information Regarding Our Activities/ 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.com.tr/en/investor-relations/corporate-governance/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.com.tr/en/sustainability/
Any measures combating any kind of corruption including embezzlement and bribery	Annual Report /Corporate Governance / Code of Ethics and Standards of Professional Conduct

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	01.04.2024
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	2
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	Additional Information Regarding Our Activities / Risk Management and Internal Control Mechanism
Name of the Chairman	İzzet GARİH
Name of the CEO	President of the Executive Board - Ümit Nuri YILDIZ
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	https://www.alarko.com.tr/en/investor-relations/corporate-governance/policies/policy-on-female-members-of-the-board-of-directors/
The number and ratio of female directors within the Board of Directors	3 - %33,3

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
İZZET GARİH		Male	Chairman of the Board	Industrial Engineer	07/04/2000	Non-Executive	Yönetim Kurulu Başkanı	Alarko Topluluğu Bünyesindeki Çeşitli Şirketlerde Yönetim Kurulu Üyesi		17.68	-	Dependent Member				Kurumsal Yönetim Komitesi Üyesi - Riskin Erken Saptanması Komitesi Üyesi
VEDAT AKSEL ALATON		Male	Deputy Chairman of the Board	Industrial Engineer	07/04/2000	Non-Executive	Yönetim Kurulu Başkan Vekili	Alarko Topluluğu Bünyesindeki Çeşitli Şirketlerde Yönetim Kurulu Üyesi		14.27	-	Dependent Member				Kurumsal Yönetim Komitesi Üyesi - Riskin Erken Saptanması Komitesi Üyesi
AYHAN YAVRUCU		Male	Member of the Board	Economist	31/03/1986	Non-Executive	Yönetim Kurulu Üyesi, Topluluk İcra Kurulu Başkanı	Alhan Holding A.Ş. Yönetim Kurulu Başkanı ve Alarko Topluluğu Bünyesindeki Çeşitli Şirketlerde Yönetim Kurulu Üyesi		-	-	Dependent Member
NİV GARİH		Male	Member of the Board	Business and administration professionals	30/04/2014	Non-Executive	Yönetim Kurulu Üyesi	Alarko Carrier Sanayi ve Ticaret A.Ş. Yönetim Kurulu Başkanı		-	-	Dependent Member
LEYLA ALATON		Female	Member of the Board	Manager	29/03/2002	Non-Executive	Yönetim Kurulu Üyesi	Attaş Alarko Turistik Tesisler A.Ş. Yönetim Kurulu Üyesi		14.77	-	Dependent Member
ÜMİT NURİ YILDIZ		Male	Member of the Board	Economist	14/07/2020	Executive	Yönetim Kurulu Üyesi, Genel Müdür, Topluluk İcra Kurulu Başkanı	Alarko Topluluğu Bünyesindeki Çeşitli Şirketlerde Yönetim Kurulu Üyesi		-	-	Dependent Member
İZZET CEMAL KİŞMİR		Male	Member of the Board	Economist	27/05/2024	Non-Executive	-	BNP PARİBAS CARDİF GENEL MÜDÜRÜ	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1251201	Considered	No	Denetimden Sorumlu Komite Başkanı
NİHAL MASHAKİ SEÇKİN		Female	Member of the Board	Lawyer	09/01/2023	Non-Executive	Yönetim Kurulu Üyesi	Turkiye Kurumsal Yonetim Derneği Yönetim Kurulu Üyesi		-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1251201	Considered	No	Kurumsal Yönetim Komitesi Başkanı-Denetimden Sorumlu Komite Üyesi
LALE ERGİN		Female	Member of the Board	Business and administration professionals	16/05/2023	Non-Executive	Yönetim Kurulu Üyesi	Çeşitli Şirketlerde Yönetim Kurulu Üyeliği		-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1251201	Considered	No	Riskin Erken Saptanması Komitesi Başkanı

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	37
Director average attendance rate at board meetings	%99
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	Annual Report/Additional Information Regarding Our Activities/ Board of Directors/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	Additional Information Regarding Our Activities/ Assessment on the Operating Principles and Effectiveness of the Committees of the Board of Directors
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/198410 , https://www.kap.org.tr/tr/Bildirim/229346 , https://www.kap.org.tr/tr/Bildirim/890305

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)	-	Nihal Mashaki Seçkin	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	İzzet Garih	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Vedat Aksel Alaton	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Özgür Kalyoncu	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Denetim Komitesi (Audit Committee)	-	İzzet Cemal Kişmir	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Nihal Mashaki Seçkin	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Lale Ergin	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	İzzet Garih	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Vedat Aksel Alaton	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)	Additional Information Regarding Our Activities/ Assessment on the Operating Principles and Effectiveness of the Committees of the Board of Directors
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)	Additional Information Regarding Our Activities/ Assessment on the Operating Principles and Effectiveness of the Committees of the Board of Directors
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)	Additional Information Regarding Our Activities/ Assessment on the Operating Principles and Effectiveness of the Committees of the Board of Directors
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)	Annual Report / Board of Directors? Annual Report
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	https://www.alarko.com.tr/en/investor-relations/corporate-governance/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)	Additional Information Regarding Our Activities / Remuneration of Board Members and Top Executives

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)	-	75%	25%	2	2
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	33%	1	6