KAP

ARÇELİK A.Ş.

ARCLK

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	In 2024, participation was made in 10 investor events both domestically and internationally, and 256 investor and analyst meetings were held. Additionally, 4 conference calls regarding financial results were organized throughout the year.

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	-
The number of special audit requests that were accepted at the General Shareholders' Meeting	-

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/en/Bildirim/1257187
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Yes, English and Turkish materials are provided at the same time
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	There are no such transactions
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)	There are no such transactions
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/en/Bildirim/1255075
The name of the section on the corporate website that demonstrates the donation policy of the company	The upper limit for donations and grants is determined at the general assembly each year, and the related donation policy can be found at the following link: https://www.arcelikglobal.com/en/company/investor-relations/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/en/Bildirim/920058
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	14-a
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	General assembly meetings have been held publicly, including stakeholders and the media, without the right to speak.

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	%41,43

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	Company / Investor Relations / Policies / Profit 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.	At the meeting of our Board of Directors on March 8, 2024, taking into account the current economic conditions as well as the Company's investment and financing policies, it was proposed not to distribute dividends in order to increase the Company's free cash, strengthen the liquidity position, optimize financing expenses, and further strengthen the balance sheet structure. The minutes regarding the relevant general assembly agenda item are presented below. "The proposal of the Board of Directors regarding the profit distribution for the year 2023 was discussed, stating that it was announced at least 3 weeks before the General Assembly meeting on the Public Disclosure Platform, the Electronic General Assembly System of the Central Securities Depository Inc., the Company's corporate website at www.arcelikglobal.com, and in the printed 2023 Annual Report. According to the financial statements for the period from January 1 to December 31, 2023, prepared based on the Turkish Financial Reporting Standards (TFRS) by Arçelik A.Ş. management and audited by PwC Independent Audit and Certified Public Accountant and presented in the activity report; in accordance with the Capital Markets Board regulations and Article 18 of the Company's Articles of Association and the Profit Distribution Policy approved at the General Assembly on March 27, 2014, and considering the current economic conditions along with the Company's investment and financing policies, it was proposed not to distribute dividends this year in order to increase the Company's free cash, strengthen the liquidity position, optimize financing expenses, and further strengthen the balance sheet structure. The current year profit of 9,283,212,750.33 TRY, calculated according to the VUK records, will be left in the Retained Earnings account as a result of inflation adjustment. The net period profit of 7,667,335,809.37 TRY, based on the TMS/TFRS financial statements, will be transferred to retained earnings. It was informed to the general assembly that, according to the CMB?s decision dated March 7, 2024, there is no accumulated past years? loss based on the financial statements prepared according to VUK records due to inflation adjustment; therefore, no offsetting operation is required."
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/en/Bildirim/1267666

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
04/04/2024	0	%74,87	%0,06	%74,81	Company / Investor Relations / General Assembly / Ordinary General Assembly Meeting on 04.04.2024	o questions have been submitted under Corporate Governance Principle 1.3.5.	-	0	https://www.kap.org.tr/en/Bildirim/1267666

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	Company / Investor Relations / Company Information, Financial Summary, Financial Reports & Presentations, Stock Information, Corporate Governance, Investor Event Calendar, Policies, Merger& Partial Demerger and Debt Securities Issuance
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 / Company Information / Detailed shareholding structure of Arçelik A.Ş.
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	It is included under the section of "Explanations on Corporate Governance" and "Other Informations".
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	Explanations on Corporate Governance / Number, Structure and Independence of the Committees Established by the Board of Directors
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	Explanations on Corporate Governance / Working Principles and Procedures 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	Explanations on Corporate Governance / Other 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	Explanations on Corporate Governance / Other 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	Explanations on Corporate Governance / Other Disclosures
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%	Explanations on Corporate Governance / Other Disclosures
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	Explanations on Corporate Governance / 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	Company/Policies/Compensation Policy
The number of definitive convictions the company was subject to in relation to breach of employee rights	0
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Global Compliance Manager and relevant compliance officer. According to Arçelik Global Business Ethics Principles Operations Policy, after a claim is reported, it should be reviewed immediately and the first analysis of the claims should be made by the relevant Compliance Officer. Where appropriate, the Compliance Officer should consult with the Global Compliance Manager to determine if an investigation is necessary and, if so, be part of the investigation team.
The contact detail of the company alert mechanism	https://www.arcelikglobal.com/en/company/about-us/global-code-of-conduct/ and www.ethicsline.net

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	Company / Investor Relations / Corporate Governance / Corporate Governance Reports
Corporate bodies where employees are actually represented	In our company, both unionized and non-unionized colleagues participate in the management with different methods and share their views. With the Employee Engagement Survey conducted every year, the opinion of each colleague is taken as an anonymous questionnaire in the form of open-ended responses. With various communication meetings, information about the company is shared with employees, dealers and other stakeholders and questions and comments of these stakeholders are taken.

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	A succession plan is created for all key management positions. This Succession Plan is finalized by submitting the approval of the Chairman of the Board of Directors following the approval of the CEO.
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.	It is available on our corporate website with the title of Company/ Policies/ Declaration on Equality at Work. In addition, the issue of equal opportunity in recruitment is emphasized in the Global Code of Business Ethics.
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.	It is available on our corporate website with the title of Sustainability / InTouch / Areas / Diversity and Inclusion
The number of definitive convictions the company is subject to in relation to health and safety measures	8

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	It is available on our corporate website with the title of Company/ Policies/ Global Code of Business Ethics. https://www.arcelikglobal.com/media/5510/1_global-code-of-conduct_.pdf
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.	Sustainability /Reports and Presentations / Sustainability Report
Any measures combating any kind of corruption including embezzlement and bribery	Principles related to the subject are included in the Global Code of Business Ethics.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	27.12.2024
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	No delegation was delegated among the board members.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	4
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	Explanations on Corporate Governance/ Risk Management and Internal Control Mechanism
Name of the Chairman	Rahmi M. Koç
Name of the CEO	Hakan Bulgurlu
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	https://www.kap.org.tr/en/Bildirim/1311148
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	Company / Policies / Board Diversity Policy
The number and ratio of female directors within the Board of Directors	3 (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
MUSTAFA RAHMİ KOÇ		Male	Chairman of the Board	Businessman / Businesswoman	16/03/1967	Non-Executive	Chairman of the Board	Board Membership for Koç Group and non-Group Companies	Yes	2.44	-	Dependent Member			No	Chairman of the Executive Committee
MEHMET ÖMER KOÇ		Male	Deputy Chairman of the Board	Businessman / Businesswoman	12/04/2005	Non-Executive	Vice Chairman of Board of Directors	Board Membership for Koç Group Companies	Yes	-	-	Dependent Member			No	Executive Committee Member
SEMAHAT SEVİM ARSEL		Female	Member of the Board	Businessman / Businesswoman	05/04/2006	Non-Executive	Board Member	Board Membership for Koç Group Companies	Yes	2.72	-	Dependent Member			No	Executive Committee Member
YILDIRIM ALİ KOÇ		Male	Member of the Board	Businessman / Businesswoman	25/03/2009	Non-Executive	Board Member	Board Membership for Koç Group Companies	Yes	-	-	Dependent Member			No	Executive Committee Member
LEVENT ÇAKIROĞLU		Male	Member of the Board	Managing Director / Chief Executive	25/03/2009	Non-Executive	Board Member	Koç Holding A.Ş. CEO - Board Membership for Koç Group Companies	Yes	-	-	Dependent Member			No	Member of Corporate Governance Committee
ROBERT SONMAN		Male	Member of the Board	Businessman / Businesswoman	15/04/1994	Non-Executive	Board Member	Burla Group Chairman	Yes	-	-	Dependent Member			No
FATİH KEMAL EBİÇLİOĞLU		Male	Member of the Board	Managing Director / Chief Executive	23/03/2015	Non-Executive	Board Member	Koç Holding A.Ş. Consumer Durables Group President	Yes	-	-	Dependent Member			No	Risk Management Committee Member
HAKAN HAMDİ BULGURLU		Male	Member of the Board	Managing Director / Chief Executive	25/03/2016	Executive	General Manager	Board Membership	Yes	-	-	Dependent Member			No
TUĞRUL FADILLIOĞLU		Male	Member of the Board	Managing Director / Chief Executive	25/03/2020	Non-Executive	-	Board Memberships	Yes	-	-	Independent Member	https://www.kap.org.tr/en/Bildirim/1257187	Considered	No
GALYA FANİ MOLİNAS		Female	Member of the Board	Managing Director / Chief Executive	04/04/2024	Non-Executive	-	Board Memberships	Yes	-	-	Independent Member	https://www.kap.org.tr/en/Bildirim/1257187	Considered	No	Risk Management Committee Chair
AYŞE CANAN EDİBOĞLU		Female	Member of the Board	Managing Director / Chief Executive	04/04/2024	Non-Executive	-	Board Memberships	Yes	-	-	Independent Member	https://www.kap.org.tr/en/Bildirim/1257187	Considered	No	Audit Committee Member
AHMET KIRMAN		Male	Member of the Board	Businessman / Businesswoman	28/03/2025	Non-Executive	-	Chairman and Members of the Board of Directors		-	-	Independent Member	https://www.kap.org.tr/en/Bildirim/1399067	Considered	No	Chairman of the Audit Committee, Chairman of the Corporate Governance Committee

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	11
Director average attendance rate at board meetings	%93
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	In 7 days
The name of the section on the corporate website that demonstrates information about the board charter	Company / Reports & Presentations / 2024 Annual Reports
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	There is no determination in this direction.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Explanations on Corporate Governance / Number, Structure and Independence of the Committees Established by the Board of Directors
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/en/Bildirim/1022772

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 Kırman	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Ayşe Canan Ediboğlu	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Galya F. Molinas	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Fatih Kemal Ebiçlioğlu	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Ahmet Kırman	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Levent Çakıroğlu	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Barış Alparslan	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Executive Committee	Mustafa Rahmi Koç	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Executive Committee	Mehmet Ömer Koç	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Executive Committee	Semahat Sevim Arsel	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Executive Committee	Yıldırım Ali Koç	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Executive Committee	Caroline Nicole Koç	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Executive Committee	Aykut Ümit Taftalı	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)	Explanations on Corporate Governance/ 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)	Explanations on Corporate Governance/ 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)	The activities of the Nomination Committee are carried out by the Corporate Governance 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)	Explanations on Corporate Governance/ 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)	The activities of the Remuneration Committee are carried out by the Corporate Governance 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)	Report of the Board of Directors and the Chairman's Message & Message from the General Manager
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Company / Investor Relations / Policies / Wage 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)	Explanations on Corporate Governance/ Financial Rights

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)	-	67%	33%	6	6
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	50%	6	6
Diğer (Other)	Executive Committee	100%	0%	12	12