KAP

ÜLKER BİSKÜVİ SANAYİ A.Ş.

ULKER

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	214

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	none
The number of special audit requests that were accepted at the General Shareholders' Meeting	none

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/1265281
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	no 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)	https://www.kap.org.tr/tr/Bildirim/1257637
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)	https://www.kap.org.tr/tr/Bildirim/1279116
The name of the section on the corporate website that demonstrates the donation policy of the company	Corporate Governance /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/tr/ Bildirim/425780
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	25
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	%47,23

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	Corporate Governance/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.	It has been decided to propose to the General Assembly that no dividends be distributed in order to generate resources for our company, which is the market leader in its field, to more effectively implement its strong medium- and long-term strategies.
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/1280533

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
02/05/2024	0	%100,00	%1,00	%99,00	Investor Relations/General Assembly	Investor Relations/General Assembly	5	140	https://www.kap.org.tr/tr/Bildirim/1280533

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 AND FINANCIAL OPERATIONAL INFO
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/ ABOUT ULKER/ Shareholder Structure
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	INVESTOR RELATIONS/ FINANCIAL OPERATIONAL DATA/ANNUAL REPORTS
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	INVESTOR RELATIONS/ CORPORATE GOVERNANCE/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	INVESTOR RELATIONS/ FINANCIAL OPERATIONAL DATA/ANNUAL REPORTS/ RULES OF CONDUCT OF THE BOARD OF DIRECTORS
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	INVESTOR RELATIONS/ FINANCIAL OPERATIONAL DATA/ANNUAL REPORTS/ OTHER ISSUES
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	INVESTOR RELATIONS/ FINANCIAL OPERATIONAL DATA/ANNUAL REPORTS/ OTHER ISSUES
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	INVESTOR RELATIONS/ FINANCIAL OPERATIONAL DATA/ANNUAL REPORTS/ OTHER ISSUES
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%	INVESTOR RELATIONS/ CORPORATE GOVERNANCE/RELATED PARTY TRANSACTIONS
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	INVESTOR RELATIONS/ SUSTAINABILITY

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	Investor Relations/ Corporate Governance Policies
The number of definitive convictions the company was subject to in relation to breach of employee rights	47
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Global Discipline and Ethics Committee
The contact detail of the company alert mechanism	etikbildirim@ulker.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	Investor Relations/ sustainability/2023 Sustainabilty report
Corporate bodies where employees are actually represented	Human Resources

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 role of the board on developing and ensuring that the company has a succession plan for the key management positions has defined by internal company policies
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.	Corporate Governance/ Policies and Sustainability/Human Rights Policy and Guiding Principles
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.	Corporate Governance/ Policies and Sustainability/Human Rights Policy and Guiding Principles
The number of definitive convictions the company is subject to in relation to health and safety measures	4

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	Corporate Governance/ Policies/Code of Ethics
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.	Investor Relations/ Sustainabilty/2023Sustainability Report
Any measures combating any kind of corruption including embezzlement and bribery	Corporate Governance/ Policies/Code of Ethics

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	2023
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	NONE
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	X
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	INTERNAL AUDIT AND RISK
Name of the Chairman	AHMET BAL
Name of the CEO	METE BUYURGAN
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	DIVERSITY POLICY
The number and ratio of female directors within the Board of Directors	25%

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
ALİ ÜLKER		Male	Deputy Chairman of the Board	Managing Director / Chief Executive	05/12/2005	Executive	Deputy Chairman of the Board	Member of the Board of Directors in Group Companies	Yes	1	-	Dependent Member	-	Not Considered	No	-
İBRAHİM TAŞKIN		Male	Member of the Board	Managing Director / Chief Executive	14/06/2016	Executive	Grup şirketlerinde yönetim kurulu üyeliği	Legal Affairs President - Member of the Board of Directors in Group Company	No	-	-	Dependent Member		Not Considered	No
FATMA PINAR ILGAZ		Female	Member of the Board	Managing Director / Chief Executive	21/07/2020	Non-Executive	Bağımsız Yönetim Kurulu üyeliği	1.Argüden Yönetişim Akademisi- Yönetim Kurulu Başkan Yardımcısı 2.Özel Sektör Gönüllüleri Derneği- Yönetim Kurulu Başkan Yardımcısı 3.Yönetim Kurulunda Kadın Derneği? İşbirlikleri Komitesi Üyesi 4.TÜSİAD - Toplumsal Cinsiyet Eşitliği Çalışma Grubu Üyesi 5.WEPS (WOMEN EMPOWERMENT PRINCIPLES UN WOMEN) Çalışma Grubu Üyesi 6. Sok Marketler- Bağımsız Yönetim Kurulu Üyesi 7.AR-GE Danısmanlık-Yönetici Ortak	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/852149	Considered	No	Kurumsal Yönetim Komitesi-Başkan
AHMET BAL		Male	Chairman of the Board	Managing Director / Chief Executive	21/07/2020	Non-Executive	Bağımsız Yönetim Kurulu üyeliği	Sok Marketler Bağımsız Yönetim Kurulu Üyesi	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/852149	Considered	No	Denetim Komitesi Baskanı, Risk Komitesi (üye)
FÜSUN KURAN		Female	Member of the Board	Manager	02/03/2022	Non-Executive	-	İyi ki Vakfı Kurucu, ABC Deterjan Sanayi ? Bağımsız Yönetim Kurulu Üyesi	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1123005	Considered	No	Denetim Komitesi - Risk Komitesi
SRIDHAR RAMAMURTHY		Male	Member of the Board	Managing Director / Chief Executive	02/05/2024	Executive	pladis CFO	pladis CFO	Yes	0	-	Dependent Member	-	Not Considered	No	-
İBRAHİM ÖZGÜR KÖLÜKFAKI		Male	Member of the Board	Managing Director / Chief Executive	25/02/2025	Executive	-	UNILEVER DE UST DUZEY YONETICILIK	Yes	0	-	Dependent Member	-	Not Considered	No	-
YAHYA ÜLKER		Male	Member of the Board	Manager	19/03/2025	Non-Executive	-	Grup Şirketlerinde Yönetim Kurulu Üyeliğ	Yes	-	-	Dependent Member		Not Considered	No

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	5
Director average attendance rate at board meetings	%100
Whether the board uses an electronic portal to support its work or not	Evet (Yes)
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter	7
The name of the section on the corporate website that demonstrates information about the board charter	CORPORATE GOVERNANCE /ARTICLES OF ASSOCIATION
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	INVESTOR RELATIONS>BOARD OF DIRECTORS>COMMITTEES
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr /Bildirim/805221 ve https ://www.kap.org.tr/tr/ Bildirim/538368

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)	-	AHMET BAL	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	FUSUN KURAN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	FUSUN KURAN	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	AHMET BAL	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	VERDA BESTE TAŞAR	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	FATMA PİNAR ILGAZ	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	AHMET BAL	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)	CORPORATE GOVERNANCE/BOARD COMMITTEES/AUDIT COMMITTEE
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 GOVERNANCE/BOARD COMMITTEES/AUDIT COMMITTEE
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/BOARD COMMITTEES/AUDIT 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 GOVERNANCE/BOARD COMMITTEES/AUDIT COMMITTEE
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/BOARD COMMITTEES/AUDIT 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)	CHAIRMAN/CEO MESSAGE
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	CORPORATE GOVERNANCE/POLICIES
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)	INVESTOR RELATIONS/ FINANCIAL AND OPERATIONAL DATA/ FINANCIAL AND OPERATIONAL INFORMATION/FINANCIAL REPORT AND FOOTNOTES

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
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	100%	4	4
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	100%	66.7%	6	6