KAP

AZTEK TEKNOLOJİ ÜRÜNLERİ TİCARET A.Ş.

AZTEK

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 special auditor was requested.
The number of special audit requests that were accepted at the General Shareholders' Meeting	Genel kurulda özel denetçi talebinde bulunulmamıştır.

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/1261283 https://www.kap.org.tr/tr/Bildirim/1273479 https://www.kap.org.tr/tr/Bildirim/1279813
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 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)	Since there is no transaction 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)	Since there is no transaction 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	It is available under the heading "POLICIES" in the "INVESTOR" section of our Company's corporate website.
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved	The Company's policy on donations and grants was established with the Board of Directors' resolution dated April 19, 2021 and numbered 2021/12 and approved by the shareholders at the ordinary general shareholders' meeting for the year 2020 held on April 19, 2021 before the public offering of the Company.
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Article 10 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 a total of 100,000,000 shares with a nominal value of TL 100,000,000 each representing the Company's total issued capital of TL 100,000,000 (corresponds to 118,000,000 voting rights); 74,135,002 shares with a total nominal value of TL 74,135,002 (corresponds to about 94.135.002 votes ) were represented in person and 867,238 shares with a total nominal value of TL 867,238 (corresponds to 867,238 voting rights) were represented by proxy.

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.	Hasan Hüseyin Ütebay and Mazlum Hüseyin Ütebay have 2,250,000 and 2,250,000 Group A privileged shares, respectively, and Group A shareholders also have voting privileges pursuant to Article 10 of the Articles of Association. At the General Assembly meetings, Group A registered shares have 5 voting rights and Group B bearer shares have 1 voting right.
The percentage of ownership of the largest shareholder	%36,85

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	It is available under the heading "POLICIES" in the "INVESTOR" section of our Company's corporate website.
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.	As stated in the PDP announcement dated 21.03.2024, the Board of Directors of our Company has made a profit distribution proposal. In this context, the Ordinary General Assembly for the fiscal year 2023 was held on 17.04.2024 and pursuant to the 7th agenda item of the minutes of the general assembly meeting, it was approved to distribute a net dividend of TL 250,368,568.56 which is the First Dividend amount allocated to be distributed to the shareholders of the Company from the net profit for the period, as gross TL 2.5036856 Net TL 2.2533171 in cash/accounts against the dividend coupons for the year 2023.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	At the Ordinary General Assembly Meeting for the fiscal year 2023 held on 17.04.2024, the proposal for dividend distribution made by the Board of Directors at its meeting dated 21.03.2024 was approved, and accordingly, a cash dividend payment of gross TL 2.5036856 and net TL 2.2533171 per share with a nominal value of TL 1 was made to the shareholders of our Company on 07.05.2024.

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
17/04/2024	0	%75,00	%74,14	%0,87	It is available under the heading "GENERAL ASSEMBLY" in the "INVESTOR" section of our Company's corporate website.	It is available under the heading "GENERAL ASSEMBLY" in the "INVESTOR" section of our Company's corporate website.	None	20	https://www.kap.org.tr/tr/Bildirim/1261283 https://www.kap.org.tr/tr/Bildirim/1273479 https://www.kap.org.tr/tr/Bildirim/1279813

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	"INVESTOR" section of our Company's corporate website.
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.	It is given under the heading "SHAREHOLDERSHIP STRUCTURE" in the "INVESTORS" section of our Company's corporate website.
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 duties of the members of the Board of Directors and executives outside the Company are included in the Annual Report of the Board of Directors for the year 2024 under the heading Board of Directors. Declarations of independence are included in the 2024 Annual 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 on the committees established within the Board of Directors is provided in the Annual Report of the Board of Directors for the year 2024 under the Corporate Governance heading in the article Number, Structure and Independence of the Committees Established within 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	The Board of Directors held 13 meetings with 100% full attendance in 2024 and it is stated in the Corporate Governance article of the Annual Report of the Board of Directors for the year 2024 under the heading Principles of Activities 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	2024 Annual Report of the Board of Directors under the heading Important Developments Regarding 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	2024 Annual Report of the Board of Directors under the heading Important Developments Regarding 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	The Company receives credit rating services from JCR Avrasya Derecelendirme A.Ş. and there is no conflict of interest between the Company and the said institution.
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 in which the direct participation rate 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	None.

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	None.
The number of definitive convictions the company was subject to in relation to breach of employee rights	None.
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	None.
The contact detail of the company alert mechanism	None.

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	None.
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	None.
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.	None.
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.	None.
The number of definitive convictions the company is subject to in relation to health and safety measures	None.

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	None.
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.	All necessary obligations are fulfilled in this regard. Within the scope of audit activities, preventive and deterrent audits are carried out, helping to strengthen internal control awareness and measures.
Any measures combating any kind of corruption including embezzlement and bribery	All necessary obligations are fulfilled in this regard. Within the scope of audit activities, preventive and deterrent audits are carried out, helping to strengthen internal control awareness and measures.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	None.
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 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	None.
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	In the 2024 Annual Report of the Board of Directors, Risk Management and Internal Control Mechanism is included under the Corporate Governance heading.
Name of the Chairman	Hasan Hüseyin Ütebay
Name of the CEO	Hasan Hüseyin Ütebay
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	https://www.kap.org.tr/tr/Bildirim/1117403
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	None.
The number and ratio of female directors within the Board of Directors	There is 1 (one) female member on the Board of Directors, representing 16.67% of the total.

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
HASAN HÜSEYİN ÜTEBAY		Male	Chairman of the Board	Businessman / Businesswoman	07/09/2009	Executive	Yönetim Kurulu Başkanlığı-Genel Müdür	Azt Teknoloji Ürünleri Ticaret A.Ş.-Yönetim Kurulu Başkanı, ZNZ Yiyecek ve İçecek Hizmetleri Anonim Şirketi-Genel Müdür	Yes	36.85	A ve B	Dependent Member	-	Not Considered	No	-
MAZLUM HÜSEYİN ÜTEBAY		Male	Deputy Chairman of the Board	Businessman / Businesswoman	07/09/2009	Executive	Yönetim kurulu Başkan Yardımcısı	Azt Teknoloji Ürünleri Ticaret A.Ş Yönetim Kurulu Başkan Yardımcısı-Navita İlaç ve Sağlık Ürünleri Sanayi ve Ticaret A.Ş.Yönetim Kurulu Başkanı-Solgar Vitamin ve Sağlık Ürünleri Sanayi ve Ticaret A.Ş.Yönetim Kurulu Başkanı	Yes	36.85	A ve B	Dependent Member	-	Not Considered	No	-
NURAY GÖKŞEN		Female	Member of the Board	Businessman / Businesswoman	07/09/2009	Non-Executive	Yönetim Kurulu Üyesi	-	Yes	0.43	B	Dependent Member	-	Not Considered	No	-
MUSA GÜMÜŞTAŞ		Male	Member of the Board	Managing Director / Chief Executive	19/04/2021	Non-Executive	Bağımsız Yönetim Kurulu Üyesi	İMC Dağıtım ve Danışmanlık - Müdür	Yes	-	-	Independent Member	-	Not Considered	No	Denetim Komitesi Başkanı,Kurumsal Yönetim Komitesi Başkanı,Riskin Erken Saptlanması Komitesi Üyesi
AZİZ SÜZER		Male	Member of the Board	Managing Director / Chief Executive	19/04/2021	Non-Executive	Bağımsız Yönetim Kurulu Üyesi	-	Yes	-	-	Independent Member	-	Not Considered	No	Denetim Komitesi Üyesi,Kurumsal Yönetim Komitesi Üyesi,Riskin Erken Saptlanması Komitesi Başkanı
BARIŞ BÜYÜKDEMİR		Male	Member of the Board	Economist	10/03/2023	Non-Executive	-	-	Yes	-	B	Dependent Member	-	Not Considered	No	Kurumsal Yönetim Komitesi Üyesi

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	In 2024, the number of physical meetings held was 13.
Director average attendance rate at board meetings	%100
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 issues on the agenda of the Board of Directors meeting are made available to the members of the Board of Directors for review sufficiently in advance of the meeting in order to ensure equal flow of information.
The name of the section on the corporate website that demonstrates information about the board charter	It is available under the heading "ARTICLES OF ASSOCIATION" in the "INVESTORS" section of our Company's corporate website.
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	None.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	In the 2024 Annual Report of the Board of Directors, under the Corporate Governance heading, the Number, Structure and Independence of the Committees Established within the Board of Directors is included in the article.
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/1117421

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)	-	Musa GÜMÜŞTAŞ	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Aziz SÜZER	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Aziz SÜZER	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Musa GÜMÜŞTAŞ	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Musa GÜMÜŞTAŞ	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Aziz SÜZER	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Barış BÜYÜKDEMİR	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)	In the 2024 Annual Report of the Board of Directors, under the heading of Corporate Governance, the Number, Structure and Independence of the Committees Established within the Board of Directors is included.
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)	In the 2024 Annual Report of the Board of Directors, under the heading of Corporate Governance, the Number, Structure and Independence of the Committees Established within the Board of Directors is included.
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)	In the 2024 Annual Report of the Board of Directors, under the heading of Corporate Governance, the Number, Structure and Independence of the Committees Established within the Board of Directors is included.
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)	In the 2024 Annual Report of the Board of Directors, under the heading of Corporate Governance, the Number, Structure and Independence of the Committees Established within the Board of Directors is included.
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)	In the 2024 Annual Report of the Board of Directors, under the heading of Corporate Governance, the Number, Structure and Independence of the Committees Established within the Board of Directors is included.

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)	2024 Annual Report of the Board of Directors under the heading "Financial Overview".
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	It is available under the heading "POLICIES" in the "INVESTOR" section of our Company's corporate website.
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)	2024 Annual Report of the Board of Directors under the heading "Top Management & Personnel".

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%	The Committee held 5 meetings in 2024.	The Committee submitted 5 reports to the Board of Directors in 2024.
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	100%	The Committee held 6 meetings in 2024.	The Committee submitted 6 reports to the Board of Directors in 2024.
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	100%	67%	The Committee held 5 meetings in 2024.	The Committee submitted 5 reports to the Board of Directors in 2024.