KAP

EİS ECZACIBAŞI İLAÇ SINAİ VE FİNANSAL YATIRIMLAR SANAYİ VE TİCARET A.Ş.

ECILC

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	In addition to telephone meetings with investors throughout the year, an Online Investor Presentation Webinar was organized once and online meetings were held with 6 brokerage houses and PMCs

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	0
The number of special audit requests that were accepted at the General Shareholders' Meeting	0

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/1278150
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	The call for General Assembly Meeting, Agenda of General Assembly, General Assembly Information Document and sample Letter of Proxy have been announced at Public Disclosure Platform (PDP) in English at the same time as the Turkish version, whereas the Minutes of the General Assembly Meeting has been uploaded to the corporate website as an English text as soon as possible after the announcement made in PDP.
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 is no transaction in this regard.
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 is no transaction in such nature.
The links to the PDP announcements associated with common and continuous transactions in the context of Article 10 of the Communique on Corporate Governance (II-17.1)	https://www.kap.org.tr/tr/Bildirim/1285088
The name of the section on the corporate website that demonstrates the donation policy of the company	Investor Relations / Eczacıbaşı İlaç, Sınai ve Finansal Yatırımlar / Corporate Governance / Company 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/1021617
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	There is no such article of such nature in the Articles of Association. It is possible for those stakeholders who wish to do so to attend general assembly meetings with no right of taking the floor.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Certain employees from Eczacıbaşı Group and our Company attended the Ordinary General Assembly Meeting where the 2023 activities were discussed.

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	%50,62

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 / Eczacıbaşı İlaç, Sınai ve Finansal Yatırımlar / Corporate Governance / Company 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.	It was decided to distribute dividends.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	It was decided 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
22/05/2024	0	%82,98	%0,13	%82,85	Investor Relations / Eczacıbaşı İlaç, Sınai ve Finansal Yatırımlar / General Assembly / General Assembly Minutes	Investor Relations / Eczacıbaşı İlaç, Sınai ve Finansal Yatırımlar / General Assembly / General Assembly Minutes and Questions Replied in Writing Following the General Assembly	None.	0	https://www.kap.org.tr/tr/Bildirim/1278150 ; https://www.kap.org.tr/tr/Bildirim/1289877 ; https://www.kap.org.tr/tr/Bildirim/1293782

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 / Eczacıbaşı İlaç, Sınai ve Finansal Yatırımlar / Financial Information - Material Disclosures and Presentations - Corporate Governance - General Assembly - Contact
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 / Eczacıbaşı İlaç, Sınai ve Finansal Yatırımlar / About Us / Shareholding Structure
List of languages for which the website is available	Turkish and English

2.2. Annual Report
The page numbers and/or name of the sections in the Annual Report that demonstrate the information requested by principle 2.2.2.
a) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the duties of the members of the board of directors and executives conducted out of the company and declarations on independence of board members	Corporate Governance / Board of Directors and Corporate Governance / Declarations of Independence
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	Corporate Governance / 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	Corporate Governance / 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	There is no legislative change that may significantly affect the Company's activities - This is explained in the "Other Legal Matters" part of the Annual 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	There is no lawsuit brought against the company that may affect its financial position. This is explained in the "Other Legal Matters" part of the Annual 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	This is explained in the "Other Legal Matters" part of the Annual 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%	This is explained in the "Subsidiaries and Affiliates" part of the Annual Report.
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	Sustainability Part

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	Although intra-company regulations do not a written compensation policy, compensation rights of beneficiaries are managed according to national and international legal norm.
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)	Eczacıbaşı Group Ethics Committee
The contact detail of the company alert mechanism	E-mail address: etik@eczacibasi.com.tr Telephone number: (0 212) 371 72 72 Fax number: (0 212) 371 72 66

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	Eczacıbaşı Group's internal regulations are not publicly available.
Corporate bodies where employees are actually represented	Eczacıbaşı Group Employees take part in the Occupational Health and Safety Board, Sustainability Commissions and Equal Opportunity Committees.

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	Developing a succession plan for the key management positions is determined by the Company's Human Resources Planning Board. Followed by Organization-wide and Group-wide Talent and Salary Committees.
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.	Gender and Equal Opportunity Policy is published at www.eczacibasi.com.tr Investor Relations / Eczacıbaşı İlaç, Sınai ve Finansal Yatırımlar / Corporate Governance / Company Policies / Gender and Equal Opportunity Policy, and the summary of the human resources policy covering hiring principles is published at www.eczacibasi.com.tr / Come Alive at Eczacıbaşı / Come Alive For Your Career.
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.	Eczacıbaşı Group's policy covering discrimination and mistreatments and the measures to prevent them is published at www.eczacibasi.com.tr / Code of Conduct
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	Investor Relations / Eczacıbaşı İlaç, Sınai ve Finansal Yatırımlar / Corporate Governance / Code of Ethics
The name of the section on the company website that demonstrates the corporate social responsibility report. If such a report does not exist, provide the information about any measures taken on environmental, social and corporate governance issues.	The activities carried out for corporate social responsibility issues in Eczacıbaşı Group are published at www.eczacibasi.com.tr /For Our Future / Social Responsibility. In addition, Environmental, Social, Corporate Governance Policy is published on www.eczacibasi.com.tr Investor Relations / Eczacıbaşı İlaç, Sınai ve Finansal Yatırımlar / Corporate Governance / Company Policies / Environmental, Social, Corporate Governance Policy.
Any measures combating any kind of corruption including embezzlement and bribery	The measures taken by Eczacıbaşı Group for combating corruption are included in the Code of Conduct booklet and published at www.eczacibasi.com.tr / Code of Conduct.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	26/02/2025
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	No delegation took place among members of the Board of Directors.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	0
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	Risk Management and Internal Audit Activities
Name of the Chairman	Ferit Bülent Eczacıbaşı
Name of the CEO	Emin Fadıllıoğlu (General Manager)
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	They are not the same person.
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	Insurance was subscribed under the umbrella insurance of the Group and the sum insured is in excess of 25% of the Company's capital. Since the Group is covered by an umbrella insurance, no PDP disclosure was made.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	Investor Relations / Eczacıbaşı İlaç, Sınai ve Finansal Yatırımlar / Corporate Governance and Sustainability / Societal Gender and Opportunity Equality Policy
The number and ratio of female directors within the Board of Directors	Number: 1; ratio: 16.67%

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
FERİT BÜLENT ECZACIBAŞI		Male	Chairman of the Board	Businessman / Businesswoman	03/04/1981	Non-Executive	Chairman of the Board of Directors	Eczacıbaşı Holding A.Ş. - Chairman of the Board of Directors / Chairman of the Board of Presidents (Executive Board) of Eczacıbaşı Group / Chairman of the Boards of Directors at companies of Eczacıbaşı Group	Yes	0	---	Dependent Member	---			None
RAHMİ FARUK ECZACIBAŞI		Male	Vice Chairman of the Board	Businessman / Businesswoman	31/03/1993	Non-Executive	Vice Chairman of the Board of Directors	Eczacıbaşı Holding A.Ş. - Vice Chairman of the Board of Directors / Vice Chairman of the Board of Presidents (Executive Board) of Eczacıbaşı Group / Chairman and Vice-Chairman of the Boards of Directors at companies of Eczacıbaşı Group	Yes	0	---	Dependent Member	---			None.
EMİN FADILLIOĞLU		Male	Member of the Board	Managing Director / Chief Executive	31/12/2024	Executive	General Manager	Eczacıbaşı Monrol Nükleer Ürünler Sanayi ve Ticaret A.Ş. - Member of the Board of Directors, EİP Eczacıbaşı İlaç Pazarlama A.Ş. - Member of the Board of Directors , Eczacıbaşı İlaç Ticaret A.Ş. - Member of the Board of Directors, Eczacıbaşı E-Vital Sağlık Hizmetleri ve Ticaret A.Ş. - Chairman of the Board of Directors, Gensenta İlaç Sanayi ve Ticaret A.Ş. - Member of the Board of Directors	No	0	---	Dependent Member	---			None.
İPEK GÜLEÇ		Female	Member of the Board	Managing Director / Chief Executive	22/05/2024	Non-Executive	-	Eczacıbaşı Group / Head of Investment Office / Member of the Boards of Directors at companies of Eczacıbaşı Group	Yes	0	---	Dependent Member	---			Corporate Governance Committee - Memeber / Committee of Early Detection of Risk - Member
EROL ULUKUTLU		Male	Member of the Board	Adviser	22/05/2024	Non-Executive	-	Adviser	Yes	0	---	Independent Member	https://www.kap.org.tr/tr/Bildirim/1278150	Considered	No	Audit Committee - President, Corporate Governance Committee - President
İHSAN RİFAT ÖKTEM		Male	Member of the Board	Pharmacist	22/05/2024	Non-Executive	-	-	No	0	---	Independent Member	https://www.kap.org.tr/tr/Bildirim/1278150	Considered	No	Committee of Early Detection of Risk - President, Audit Committee - Member

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	4 physical meetings were held and the other 23 meeting resolutions have been passed by circulating among the attendees.
Director average attendance rate at board meetings	%97,50
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	Documents prepared in connection with agenda items are sent by the secretariat to members of the Board of Directors minimum three (3) business days before meeting date.
The name of the section on the corporate website that demonstrates information about the board charter	Investor Relations / Eczacıbaşı İlaç, Sınai ve Finansal Yatırımlar / Corporate Governance / Working Principles of the Board of Directors
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	Although there is no such policy, members of the Board of Directors, except Independent Board Members, can take office at companies affiliated with Eczacıbaşı Group as a principle, however, they may not take office at companies outside the Group.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Corporate Governance / Board of Directors
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/817970 ; https://www.kap.org.tr/tr/Bildirim/820231

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)	-	Erol Ulukutlu	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	İhsan Rifat Öktem	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Erol Ulukutlu	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	İpek Güleç	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Tuğçe Fetvacı	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	İhsan Rifat Öktem	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Aday Gösterme Komitesi (Nomination Committee)	-	İpek Güleç	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)	Annual Report / Corporate Governance / Board of Directors / Audit Committee
Specify where the activities of the corporate governance committee are presented in your annual report or website (Page number or section name in the annual report/website)	Annual Report / Corporate Governance / Board of Directors / Corporate Governance Committee
Specify where the activities of the nomination committee are presented in your annual report or website (Page number or section name in the annual report/website)	No separate nomination committee was established in accordance with article 4.5.1 of the Communiqué numbered II.171, duties of the Nomination Committee are fulfilled by the Corporate Governance Committee. Described under the titles of the Annual Report / Corporate Governance/ Board of Directors/ 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)	Annual Report / Corporate Governance / Board of Directors / Committee of Early Detection of Risk
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)	No separate Salary Committee was established in accordance with article 4.5.1 of the Communiqué numbered II.171; duties of the Salary Committee are fulfilled by the Corporate Governance Committee. Described under the titles of the Annual Report / Corporate Governance/ Board of Directors/ 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)	Activity Report / Other Legal Issues / Management's Analysis and Evaluation of the Financial Situation and Operating Results, the Realization Level of Planned Activities, and the Company's Position Against the Defined Strategic Goals
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor Relations / Eczacıbaşı İlaç, Sınai ve Finansal Yatırımlar / Corporate Governance / Remuneration 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)	Corporate Governance / Benefits Provided to Members of the Board of Directors and Senior Executives

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	8
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	67%	33%	3	6
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	50%	7	7