KAP

SUN TEKSTİL SANAYİ VE TİCARET A.Ş.

SUNTK

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	Our Company organized 3 online meetings with investor/analyst groups and 1 physical investor presentation in 2024.

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	No special auditor was requested.
The number of special audit requests that were accepted at the General Shareholders' Meeting	No special auditor was requested at the general assembly 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/tr/Bildirim/1292928
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Not presented.
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	Since there is no transaction within the scope of Principle 1.3.9, 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)	No announcement was made as the transaction was not realized within the scope of the relevant article.
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)	None.
The name of the section on the corporate website that demonstrates the donation policy of the company	Investor Relations/Policies/Donation and Aid 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/1040279
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	There is no article in the articles of association regulating the participation of stakeholders in the general shareholders' meeting.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	The General Assembly meeting was attended by the shareholders who were included in the list of shareholders obtained from the MKK and who applied to the Company, the members of the Board of Directors, the representative of the Independent Audit Firm and the Investor Relations Department, which organizes the Company's General Assembly preparations.

1.4. Voting Rights
Whether the shares of the company have differential voting rights	Evet (Yes)
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.	Pursuant to Article 12.3.2 of the Articles of Association, Group A shareholders present at the ordinary and extraordinary general assembly meetings have 5 (Five) voting rights for each share, and Group B shareholders have 1 (One) voting right for each share.
The percentage of ownership of the largest shareholder	%34,12

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	Investor Relations/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.	At the Ordinary General Assembly Meeting of our Company for the year 2023, it was decided to distribute 204.650.000 TL from the the net distributable profit amount of in line with the Dividend Distribution Policy, and the dividend payment date was determined as 7 October 2024 by the Board of Directors pursuant to the authorisation given in the general meeting , and the payment was made in the amount specified in the list received from MKK.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	-

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
27/06/2024	-	%79,83	%79,29	%0,54	Investor Relations/General Assembly Information and Documents	Investor Relations/General Assembly Information and Documents	Item 14	-	https://www.kap.org.tr/tr/Bildirim/1302551

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
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/Capital and Shareholder Structure
List of languages for which the website is available	Turkish-English (Who We Are, Our Activities, How We Do Business: Sustainability, Investor Relations - Corporate Governance, Trade Registry Information, Articles of Association, Policies, Capital and Shareholder Structure, Capital Increases, Investor Calendar- are prepared in 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	Information on the members of the Board of Directors and the declarations of independence of the independent members of the Board of Directors are included on our corporate website in the Who we are/Board of Directors and in the Structure of the Board of Directors section and Annex 1 of the Board of Directors Annual Report for 2024, respectively, and the duties carried out by the members of the Board of Directors outside the company are included in the Information on Management section of KAP.
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 on the committees established within the Board of Directors is included in the Committees and Working Principles section under the Corporate Governance heading in the Annual Report of the Board of Directors for 2024.
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	During the year, the Board of Directors held 12 physical meetings and it is stated in the article Principles of Activities of the Board of Directors under the Corporate Governance heading of the 2024 Annual Report 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	In the 2024 Annual Report of the Board of Directors, the title Significant Developments Regarding Company Activities and Operations is included under the section titled Information on Legislative Changes that may Significantly Affect Company Activities.
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	In the 2024 Annual Report of the Board of Directors, the title Significant Developments Regarding Company Activities and Operations is included under the section Lawsuits that may Affect the Company's Financial Status and Activities.
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	In the 2024 Annual Report of the Board of Directors, it is included under the title of Company Activities and Significant Developments Regarding Activities, under the section titled Conflicts of Interest between the Company and the Institutions from which the Company receives services such as Investment Consultancy and Rating, and Information on the Measures Taken by the Company to Prevent 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%	There is no cross shareholding.
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	In the 2024 Annual Report of the Board of Directors, it is included under the title of 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/Policies/Compensation Policy
The number of definitive convictions the company was subject to in relation to breach of employee rights	1
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Ethical Committee
The contact detail of the company alert mechanism	etik@sunsirketlergrubu.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	Who we are/Company/Working principles
Corporate bodies where employees are actually represented	None.

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	By the 9-box system (performance-potential matrix), which is one of the career architecture implemetation, a succession plan and performance and potential evaluation system are applied to workers.
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.	Who we are/Company/Working principles/Recruitment
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.	Who we are/Company/Working principles/Mistreatment
The number of definitive convictions the company is subject to in relation to health and safety measures	0

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	Who we are/Company/Working principles
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.	How we work: Sustainability/Sustainability Report
Any measures combating any kind of corruption including embezzlement and bribery	Who we are/Company/Working principles

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	Assessed in January 2025.
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	There is no delegation/transfer of authority among the members of the Board of Directors.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	Reportings to the Audit Committee by the Internal Audit departmant every quarter.
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	2024 Annual Report of the Board of Directors under the title of Internal Control System and Internal Audit Activities.
Name of the Chairman	Elvan Ünlütürk
Name of the CEO	Melis Vekiloğlu
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	None.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	Our Board of Directors consists of 6 members includes 3 women. The Women Member Policy is on the website under the Investor Relations - Policies section.
The number and ratio of female directors within the Board of Directors	%50

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
ELVAN ÜNLÜTÜRK		Female	Chairman of the Board	Businessman / Businesswoman	09/03/2022	Non-Executive	Chairperson of the Board	JK Mağazacılık Tekstil San. ve Tic. A.Ş. Chairperson of the Board, Real person representative acting on behalf of Sun Tekstil Sanayi ve Tic A.Ş. at Ekoten Tekstil Board of Directors	No	-	Group A and B	Dependent Member		Not Considered	No
MUSTAFA SABRİ ÜNLÜTÜRK		Male	Deputy Chairman of the Board	Businessman / Businesswoman	09/03/2022	Executive	Deputy Chairperson of the Board	TDU Savunma Sistemleri Teknik Tekstil San. ve Tic. A.Ş. Deputy Chairperson of the Board, Ames Europe Tekstil San. ve Tic. A.Ş., Deputy Chairperson of the Board, Tor Demir Metal Ürünleri ve Makine Pazarlama San. Tic. A.Ş., Board Member, Ekoten Tekstil San. ve Tic. A.Ş., Deputy Chairperson of the Board, İzmir Bilim ve Teknoloji Park A.Ş., Chairperson of the Board, JK Mağazacılık Tekstil San. ve Tic. A.Ş., Deputy Chairperson of the Board	No	-	-	Dependent Member		Not Considered	No
MELİS VEKİLOĞLU		Female	Member of the Board	Managing Director / Chief Executive	09/03/2022	Executive	Sun Tekstil General Manager	-	No	-	-	Dependent Member		Not Considered	No
İSHAK AYDIN ÖZTÜRK		Male	Member of the Board	Managing Director / Chief Executive	27/06/2024	Non-Executive	Ekoten Tekstil General Manager	Ames Europe Tekstil San. ve Tic. A.Ş. Board Member, Ames Disto Tekstil San. ve Tic. A.Ş., Board Member, TDU Savunma Sistemleri Teknik Tekstil San. ve Tic. A.Ş., Chairperson of the Board, Ekoten Tekstil San. ve Tic. A.Ş. Board Member	No	-	-	Dependent Member		Not Considered	No
ELİF İDİL TÜRKMENOĞLU		Female	Member of the Board	Businessman / Businesswoman	09/03/2022	Non-Executive	Independent Board Member	-	No	-	-	Independent Member		Not Considered	No	Corporate Governance Committee (Committee Chairperson), Audit Committee (Committee Member), Early Detectiom Committee (Committee Member)
MARC MURAT SAĞMAN		Male	Member of the Board	Businessman / Businesswoman	29/09/2023	Non-Executive	-	Sagam Strateji Danışmanlık Board Member, Yep Teknoloji Independent Board Member, Osmanlı Yatırım Menkul Değerler Board Advisor	Yes	-	-	Independent Member		Considered	No	Corporate Governance Committee (Committee Member), Audit Committee (Committee Chairperson), Early Detectiom Committee (Committee Chairperson)

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	12
Director average attendance rate at board meetings	%90
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 order to ensure equal flow of information, information and documents related to the issues on the agenda of the Board of Directors meeting are made available for review by the members of the Board of Directors 3 days prior to the meeting.
The name of the section on the corporate website that demonstrates information about the board charter	Investor Relations / Articles of Association
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	There are no restrictions.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Information on the committees of the Board of Directors is included in the Committees and Working Principles section under the Corporate Governance heading at the Annual Report of the Board of Directors for 2024.
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/1290728

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)	-	MARC MURAT SAĞMAN	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	ELİF İDİL TÜRKMENOĞLU	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	MARC MURAT SAĞMAN	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	ELİF İDİL TÜRKMENOĞLU	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	ELİF İDİL TÜRKMENOĞLU	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	MARC MURAT SAĞMAN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	SELMA ÇUBUKLU	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)	Information is included on our corporate website under the Investor Relations/Corporate Governance/Audit Committee Working Principles heading. Besides, it is included in the Committees and Working Principles section under the Corporate Governance heading at the Annual Report of the Board of Directors for 2024.
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)	Information is included on our corporate website under the heading Investor Relations/Corporate Governance/Corporate Governance Committee Working Principles. Besides, it is included in the Committees and Working Principles section under the Corporate Governance heading at the Annual Report of the Board of Directors for 2024.
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)	There is no separate nomination committee. This task is fulfilled by the Corporate Governance Committee. This information is available on our corporate website under the section of Investor Relations/Board of Directors Committees/Corporate Governance Committee Working Principles. Besides, it is included in the Committees and Working Principles section under the Corporate Governance heading at the Annual Report of the Board of Directors for 2024.
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 is provided on our corporate website under the section of Investor Relations/Board of Directors Committees/Working Principles of the Early Detection of Risk Committee. Besides, it is included in the Committees and Working Principles section under the Corporate Governance heading at the Annual Report of the Board of Directors for 2024.
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)	There is no separate compensation/remuneration committee. This duty is fulfilled by the Corporate Governance Committee. This information is available on our corporate website under the section of Investor Relations / Board of Directors Committees / Working Principles of the Corporate Governance Committee. Besides, it is included in the Committees and Working Principles section under the Corporate Governance heading at the Annual Report of the Board of Directors for 2024.

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)	Included in the section of Board of Director's Evaluations in the 2024 Annual Report of the Board of Directors.
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor Relations/Policies/Compensation 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)	Included in the section of Compensation to Key Management in the 2024 Annual Report of the Board of Directors.

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%	10	10
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	100%	6	6
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	100%	100%	10	10