PDP

RAL YATIRIM HOLDİNG A.Ş.

RALYH

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

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	No request for the appointment of a special auditor has been submitted.
The number of special audit requests that were accepted at the General Shareholders' Meeting	No request for the appointment of a special auditor was made at the general assembly.

1.3. General Assembly
Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)	https://kap.org.tr/tr/Bildirim/1417257 https://kap.org.tr/tr/Bildirim/1429853 https://www.kap.org.tr/tr/Bildirim/1437056 https://kap.org.tr/tr/Bildirim/1429854
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Documents relating to the general assembly meeting are not presented in English simultaneously with 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	As there is no action taken within the scope of the relevant article, no announcement has been made.
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)	As there is no action taken within the scope of the relevant article, no announcement has been made.
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)	As there is no action taken within the scope of the relevant article, no announcement has been made.
The name of the section on the corporate website that demonstrates the donation policy of the company	Investor Relations / Corporate Governance / Policies
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved	https://kap.org.tr/tr/Bildirim/1429853
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Article 16 of the Articles of Association regulates the participation of stakeholders in the General Assembly
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Out of the Company?s share capital of TRY 333,000,000.00, corresponding to 333,000,000,000 shares, a total of 215,739,343.012 shares were represented at the meeting, of which 132,904,258.924 shares were represented in person and 76,180,053.088 shares were represented by proxy.

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	%36,23

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.	Not available

1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy	Investor Relations / 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.	Pursuant to the Board of Directors? resolution dated 03.04.2025, although a net profit for the period was reported in the 2024 financial statements prepared in accordance with the Capital Markets Legislation, it was resolved not to distribute dividends due to the net loss for the period reported in the 2024 financial statements prepared in accordance with the provisions of the Tax Procedure Law, and to submit this proposal to the General Assembly for approval. The proposal not to distribute dividends, due to the net loss for the period reported in the 2024 financial statements prepared in accordance with the provisions of the Tax Procedure Law, was unanimously approved by the shareholders attending the General Assembly dated 26.04.2025.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	https://kap.org.tr/tr/Bildirim/1429853

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
26/04/2025	0	%64,79	%39,91	%24,88	Investor Relations / General Assembly Information	Investor Relations / General Assembly Information / Minutes	12	6	https://kap.org.tr/tr/Bildirim/1417257 https://kap.org.tr/tr/Bildirim/1429853 https://kap.org.tr/tr/Bildirim/1429854 https://www.kap.org.tr/tr/Bildirim/1437056

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	Company Corporate Website (www.ralyatirim.com)/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.	Investor Relations/About Us/Briefly Ral Yatırım Holding
List of languages for which the website is available	Turkish

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	The roles undertaken by Board members and Executives outside the Company are included under the Board of Directors section in the 2025 Board of Directors Activity Report. Declarations of independence are also provided in the 2025 Activity Report.
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	Information regarding the committees established within the Board of Directors is provided under the Board Committees section, within the Other Information heading, in the 2025 Board of Directors Activity Report.
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	The Board of Directors held 69 meetings in 2025 with 99% full participation, and this is stated under the ?Operating Principles of the Board of Directors? heading within the Corporate Governance section of the 2025 Board of Directors Activity Report.
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 included under the Other Information heading in the 2025 Board of Directors Activity Report.
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 included under the Other Information heading in the 2025 Board of Directors Activity Report.
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 included under the Other Information heading in the 2025 Board of Directors Activity Report.
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 included under the Policies, Ethical Principles, and Social Responsibility heading in the 2025 Board of Directors Activity Report.

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 company does not have a separate compensation policy. As stated in the company's human resources policy, employees' compensation rights are defined by the Labor Law and relevant legislation, and legal regulations are applied in the implementation of entitlements such as severance and notice pay. The care employees demonstrate in complying with the law and company rules is taken into account in protecting their rights.
The number of definitive convictions the company was subject to in relation to breach of employee rights	13
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Administrative and Financial Affairs Coordination
The contact detail of the company alert mechanism	info@ralyapi.com, Tel: 444 5 725, www.ralyatirim.com

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 applicable
Corporate bodies where employees are actually represented	Human Resources

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
RIZA KANDEMİR		Male	Chairman of the Board	Businessman / Businesswoman	18/05/2017	Executive	Yönetim Kurulu Başkanı	Yönetim Kurulu Başkanı	Yes	39.91	Yoktur	Dependent Member	-		No	Yoktur
AHMET ZORLU		Male	Vice Chairman of the Board	Businessman / Businesswoman	18/05/2017	Executive	Yönetim Kurulu Başkan Yardımcısı	Yönetim Kurulu Başkan Yardımcısı	Yes	22.88	Yoktur	Dependent Member	-		No	Yoktur
ATAHAN YASİN ARAS		Male	Member of the Board	Civil Engineer	18/05/2017	Non-Executive	Yoktur	Yoktur	Yes	0	Yoktur	Dependent Member	-		No	Sürdürülebilirlik Komitesi Üyesi, Kurumsal Yönetim Komitesi Üyesi
İLHAN AKSOY		Male	Member of the Board	Academician	12/04/2023	Non-Executive	Yoktur	Yönetici	Yes	0	Yoktur	Independent Member	https://www.kap.org.tr/tr/Bildirim/1136796	Considered	No	Sürdürülebilirlik Komitesi Başkanı, Denetimden Sorumlu Komite Başkanı,Kurumsal Yönetim Komitesi Başkanı, Riskin Erken Saptanması Komitesi Başkanı
İSMET TURAN		Male	Member of the Board	Engineer	12/04/2023	Non-Executive	Yoktur	Yönetici	Yes	0	Yoktur	Independent Member	https://www.kap.org.tr/tr/Bildirim/1136796	Considered	No	Sürdürülebilirlik Komitesi Üyesi, Denetimden Sorumlu Komite Üyesi, Riskin Erken Saptanması Komitesi Üyesi

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	Investor Relations / Corporate Governance / Policies
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.	Not applicable
Any measures combating any kind of corruption including embezzlement and bribery	All obligations in this regard are fully fulfilled. Within the scope of audit activities, preventive and deterrent audits are conducted, contributing to the strengthening of internal control awareness and measures.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	Not applicable
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	All transactions and acts undertaken on behalf of the company may be executed under the company seal by Rıza KANDEMİR and Ahmet ZORLU jointly, who are authorized to represent the company.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	There is no Internal Control Unit. The Audit Committee is expected to perform duties on behalf of the board of directors, including monitoring the company's internal audit and internal control activities, providing opinions to the board regarding the accuracy and fairness of publicly disclosed financial statements, selecting the independent audit firm, and overseeing its activities.
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	It is included under the Other Information section in the 2025 Board of Directors Activity Report.
Name of the Chairman	Rıza Kandemir
Name of the CEO	Rıza Kandemir
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	Not applicable
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	Not applicable
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	Not applicable
The number and ratio of female directors within the Board of Directors	0

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
RIZA KANDEMİR		Male	Chairman of the Board	Businessman / Businesswoman	18/05/2017	Executive	Yönetim Kurulu Başkanı	Yönetim Kurulu Başkanı	Yes	39.91	Yoktur	Dependent Member	-		No	Yoktur
AHMET ZORLU		Male	Vice Chairman of the Board	Businessman / Businesswoman	18/05/2017	Executive	Yönetim Kurulu Başkan Yardımcısı	Yönetim Kurulu Başkan Yardımcısı	Yes	22.88	Yoktur	Dependent Member	-		No	Yoktur
ATAHAN YASİN ARAS		Male	Member of the Board	Civil Engineer	18/05/2017	Non-Executive	Yoktur	Yoktur	Yes	0	Yoktur	Dependent Member	-		No	Sürdürülebilirlik Komitesi Üyesi, Kurumsal Yönetim Komitesi Üyesi
İLHAN AKSOY		Male	Member of the Board	Academician	12/04/2023	Non-Executive	Yoktur	Yönetici	Yes	0	Yoktur	Independent Member	https://www.kap.org.tr/tr/Bildirim/1136796	Considered	No	Sürdürülebilirlik Komitesi Başkanı, Denetimden Sorumlu Komite Başkanı,Kurumsal Yönetim Komitesi Başkanı, Riskin Erken Saptanması Komitesi Başkanı
İSMET TURAN		Male	Member of the Board	Engineer	12/04/2023	Non-Executive	Yoktur	Yönetici	Yes	0	Yoktur	Independent Member	https://www.kap.org.tr/tr/Bildirim/1136796	Considered	No	Sürdürülebilirlik Komitesi Üyesi, Denetimden Sorumlu Komite Üyesi, 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	69
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	Although there is no written rule, in practice, information and documents related to the items on the Board of Directors meeting agenda are presented to board members well in advance of the meeting to ensure equal access to information.
The name of the section on the corporate website that demonstrates information about the board charter	Company Corporate Website (www.ralyatirim.com) / Investor Relations / Company Information / Articles of Association
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	Not applicable

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Information regarding the committees established within the Board of Directors is included under the Board Committees section in the Other Information chapter of the 2025 Board of Directors Activity Report.
Link(s) to the PDP announcement(s) with the board committee charters	https://kap.org.tr/tr/Bildirim/1507899

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)	-	İlhan Aksoy	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	İsmet Turan	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Atahan Yasin Aras	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	İhan Aksoy	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Özge Aydemir	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	İlhan Aksoy	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	İsmet Turan	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability Committee	İlhan Aksoy	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability Committee	İsmet Turan	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability Committee	Atahan Yasin Aras	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)	Information about the committees established within the Board of Directors is provided under the Board Committees section in the Other Information chapter of the 2025 Board of Directors Activity Report.
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)	Details regarding the committees established within the Board of Directors can be found under the Board Committees section in the Other Information chapter of the 2025 Board of Directors Activity Report.
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)	Information on the committees established within the Board of Directors is included under the Board Committees section in the Other Information chapter of the 2025 Board of Directors Activity Report.
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)	Information regarding the committees formed within the Board of Directors is provided under the Board Committees section in the Other Information chapter of the 2025 Board of Directors Activity Report.
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)	Information about the committees established within the Board of Directors is presented under the Board Committees section in the Other Information chapter of the 2025 Board of Directors Activity Report.

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)	It is included under the Key Indicators section in the 2025 Board of Directors Activity Report.
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor Relations / 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)	It is included under the Other Information section in the 2025 Board of Directors Activity Report.

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%	5	5
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	100%	33%	8	8
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	100%	6	6