KAP

FORD OTOMOTİV SANAYİ A.Ş.

FROTO

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	38 Roadshow&Conference / 840 Investor Meetings including financial results webcast.

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

1.3. General Assembly
Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)	https://www.kap.org.tr/en/Bildirim/1256108
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	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	There is no such transaction.
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 such transaction.
The links to the PDP announcements associated with common and continuous transactions in the context of Article 10 of the Communique on Corporate Governance (II-17.1)	https://www.kap.org.tr/en/Bildirim/1397832
The name of the section on the corporate website that demonstrates the donation policy of the company	It is available on our corporate website with the title of Corporate - About Ford Otosan - Compliance Policies : https://www.fordotosan.com.tr/documents/Kurumsal_Politikalar/fo_donation_and_sponsorship_policy.pdf The PDP link: https://www.kap.org.tr/en/Bildirim/918522
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved	The PDP link related to the General Shareholder's Meeting where the upper limit for donations and grants is determined: https://www.kap.org.tr/en/Bildirim/1266510
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Article 15
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	The General Assembly was held publicly, including stakeholders and media, without the right to speak.

1.4. Voting Rights
Whether the shares of the company have differential voting rights	Hayır (No)
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.	In accordance with our articles of association, there is no privilege in the voting rights; however, the shares of our joint venture company consist of groups with the privilege of nominating candidates.
The percentage of ownership of the largest shareholder	%41,04

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 on our corporate website with the title of Corporate - About Ford Otosan - Compliance Policies. https://www.fordotosan.com.tr/documents/Politikalar/kar-dagitim-politikasi_divedend-distribution-policy.pdf
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.	Dividend is distributed.
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
20/11/2024	0	%87,00	%0,01	%87,00	It is available on our corporate website with the title of Investors - Announcements - General Assembly. https://www.fordotosan.com.tr/en/investors/announcements/general-assembly	It is available on our corporate website with the title of Investors - Announcements - General Assembly. https://www.fordotosan.com.tr/en/investors/announcements/general-assembly	-	0	https://www.kap.org.tr/en/Bildirim/1359213

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	Corporate Governance - Board of Directors, Executive Team, Policies, Shareholder Structure, Code of Conduct, Articles of Incorporation, Corporate Governance Reports, Trade Registry; Announcements - Material Disclosures, General Assembly, Financial Announcements
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 available on our corporate website with the title of Investors -Corporate Governance - Shareholder Structure https://www.fordotosan.com.tr/en/investors/corporate-governance/shareholder-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	"Board of Directors and Committees" and "Declaration 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	"Board of Directors and Committees"
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	"Board of Directors and Committees"
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	"Material Developments Regarding Company Operations"
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	"Material Developments Regarding Company Operations"
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	"Material Developments Regarding Company Operations"
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%	"Material Developments Regarding Company Operations"
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	"Future.Now. For People", "Talent and Career Management" and "Future.Now. For Community"

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	https://www.fordotosan.com.tr/documents/Politikalar/compensation-policy-decision-paper_2023_06_09_exec_web.pdf
The number of definitive convictions the company was subject to in relation to breach of employee rights	44
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Internal Audit Leader, HR and Transformation Leader, Legal Leader, Company Ethics Coordinator
The contact detail of the company alert mechanism	https://www.fordotosan.com.tr/en/corporate/about-ford-otosan/ethics https://secure.ethicspoint.eu/domain/media/tr/gui/109880/index.html

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	There is no public link to internal regulations.
Corporate bodies where employees are actually represented	Both unionized and non-unionized colleagues participate in the management with different methods and share their views. With the Employee Engagement Survey conducted every year, the opinion of each of our colleagues is taken anonymously in the form of questionnaires and open-ended responses. Information about the company is shared with employees, dealers and other stakeholders through various communication meetings and questions and comments of these stakeholders are also taken.

3.3. Human Resources Policy
The role of the board on developing and ensuring that the company has a succession plan for the key management positions	The Board of Directors is monitoring the effective implementation of this function. Information regarding the Succession Plan is included in the Career Management section of the Integrated Annual Report.
The name of the section on the corporate website that demonstrates the human resource policy covering equal opportunities and hiring principles. Also provide a summary of relevant parts of the human resource policy.	It is available on our corporate website with the title of Corporate - About Ford Otosan - Compliance Policies - Declaration on Equality at Work. https://www.fordotosan.com.tr/documents/Documents/Surd_Raporlari/FO_DECLARATION_ON_EQUALITY_AT_WORK.pdf
Whether the company provides an employee stock ownership programme	Pay edindirme planı bulunmuyor (There isn't an employee stock ownership programme)
The name of the section on the corporate website that demonstrates the human resource policy covering discrimination and mistreatments and the measures to prevent them. Also provide a summary of relevant parts of the human resource policy.	It is available on our corporate website with the title of Corporate - About Ford Otosan - Compliance Policies - Code of Conduct and Ethical Rules. https://www.fordotosan.com.tr/documents/Kurumsal_Politikalar/calisma-lkeleri-ve-etik-kurallari.pdf
The number of definitive convictions the company is subject to in relation to health and safety measures	4

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	It is available on our corporate website with the title of Corporate - About Ford Otosan - Compliance Policies - Code of Ethics. https://www.fordotosan.com.tr/documents/Kurumsal_Politikalar/Code_of_Ethics_EN.pdf
The name of the section on the company website that demonstrates the corporate social responsibility report. If such a report does not exist, provide the information about any measures taken on environmental, social and corporate governance issues.	It is available on our corporate website with the titles of "Compliance Policies" and "Sustainability". The company has been publishing an integrated report since 2023. https://www.fordotosan.com.tr/documents/Documents/Surd_Raporlari/ford-otosan-cevre-ve-enerji-politikasi-EN.pdf https://www.fordotosan.com.tr/en/sustainability/sustainability-reports
Any measures combating any kind of corruption including embezzlement and bribery	It is available on our corporate website with the titles of Corporate - About Ford Otosan - Compliance Policies - "Anti-Bribery and Corruption Policy" and "Gifts and Entertainment Policy". https://www.fordotosan.com.tr/documents/Kurumsal_Politikalar/anti-bribery-and-corruption-policy.pdf https://www.fordotosan.com.tr/documents/Kurumsal_Politikalar/gifts-and-entertainment-policy.pdf

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	27.12.2024
Whether the board evaluation was externally facilitated	Hayır (No)
Whether all board members released from their duties at the GSM	Evet (Yes)
Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties	No delegation has been made 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	8
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	Internal Control System and Internal Audit
Name of the Chairman	Ali Y. KOÇ
Name of the CEO	Güven ÖZYURT
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	-
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	In Article 10 of the Diversity Policy, it is stated that "We consider only the knowledge and expertise of the board members in the nomination process. We attach importance to the diversity of experiences and talents of the board members. We aim for a minimum of 25% female membership on the Ford Otosan Board of Directors.https://www.fordotosan.com.tr/en/investors/corporate-governance/policies?page=2
The number and ratio of female directors within the Board of Directors	3 (25%)

Board Members

Name-Surname	Real Person Acting on Behalf of Legal Person Member	Gender	Title	Profession	The First Election Date To Board	Whether Executive Director or Not	Positions Held in the Company in the Last 5 Years	Current Positions Held Outside the Company	Whether the Director has at Least 5 Years’ Experience on Audit, Accounting and/or Finance or not	Share in Capital (%)	The Share Group that the Board Member Representing	Independent Board Member or not	Link To PDP Notification That Includes The Independency Declaration	Whether the Independent Director Considered By The Nomination Committee	Whether She/He is the Director Who Ceased to Satisfy The Independence or Not	Committees Charged and Task
YILDIRIM ALİ KOÇ		Male	Chairman of the Board	Businessman / Businesswoman	24/07/1997	Non-Executive	Board Member	Koç Holding A.Ş. Board Member	Yes	-	Group B	Dependent Member
JAMES KIERAN VINCENT CAHILL		Male	Deputy Chairman of the Board	Managing Director / Chief Executive	21/03/2022	Non-Executive	-	Vice President (Ford Blue Industrial Operations Europe and IMG)	No	-	Group C	Dependent Member				Remuneration Committee Member
MUSTAFA RAHMİ KOÇ		Male	Member of the Board	Businessman / Businesswoman	11/02/1961	Non-Executive	Board Member	Honorary Chairman of Koç Holding A.Ş.	Yes	-	Group B	Dependent Member
DAVID JOSEPH CUTHBERT JOHNSTON		Male	Member of the Board	Managing Director / Chief Executive	01/10/2024	Non-Executive	Board Member - Deputy General Manager	VP of Transformation and Partnerships	Yes	-	Group C	Dependent Member				Corporate Governance Committee Member, Early Determination and Management of Risk Committee Member
HAYDAR YENİGÜN		Male	Member of the Board	Managing Director / Chief Executive	15/02/2012	Non-Executive	Board Member	President, Automotive Group	No	-	Group B	Dependent Member				Corporate Governance Committee Member, Early Determination and Management of Risk Committee Member, Remuneration Committee Member
LEVENT ÇAKIROĞLU		Male	Member of the Board	Managing Director / Chief Executive	21/03/2022	Non-Executive	-	Koç Holding A.Ş. Board Member-CEO	Yes	-	Group B	Dependent Member
GÜVEN ÖZYURT		Male	Member of the Board	Managing Director / Chief Executive	21/03/2022	Executive	General Manager, Assistant General Manager (Operations)	-	No	-	Group B	Dependent Member
JOSEPHİNE MARY PAYNE		Female	Member of the Board	Managing Director / Chief Executive	07/07/2023	Executive	-	-	No	-	C Grubu	Dependent Member
KATJA WINDT		Female	Member of the Board	Managing Director / Chief Executive	01/06/2022	Non-Executive	-	-	No	-	-	Independent Member	https://www.kap.org.tr/en/Bildirim/1397830	Considered	No	Audit Committee Member, Corporate Governance Committee Member
JOHAN EGBERT SCHEP		Male	Member of the Board	Managing Director / Chief Executive	15/11/2019	Non-Executive	Member of the Board	General Manager, Ford PRO Europa	Yes	-	Group C	Dependent Member			No
JOHN MICHAEL DAVIS		Male	Member of the Board	Managing Director / Chief Executive	03/04/2024	Non-Executive	-	Director, Ford Pro Electric Vehicle Van and Bus Programs	No	-	Group C	Dependent Member			No
UMRAN SAVAŞ İNAN		Male	Member of the Board	Academician	26/03/2025	Non-Executive	-	-	Yes	-	-	Independent Member	https://www.kap.org.tr/en/Bildirim/1397830	Considered	No	Audit Committee Member, Corporate Governance Committee Chair, Early Determination and Management of Risk Committee Chair, Remuneration Committee Chair

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	8
Director average attendance rate at board meetings	%78
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	The agenda and related briefing note for periodic meetings are communicated to all Board members one week before the Board meeting.
The name of the section on the corporate website that demonstrates information about the board charter	The working principles of the Board of Directors are an internal regulation of the company and are not published on the Corporate Website.
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	There is no upper limit set on this matter, but it is expected that the Board of Directors allocate sufficient time for company affairs, attend Ford Otosan's Board of Directors meetings regularly, ask questions and make suggestions at these types of meetings, and make dissenting opinions when they believe the decisions taken are not in the best interests of Ford Otosan.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Board of Directors and Committees
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/en/Bildirim/1427728. The working principles are also available on our website's Board Committees page. https://www.fordotosan.com.tr/en/investors/corporate-governance/board-committees

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)	-	Umran Savaş İnan	Hayır (No)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Katja Windt	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Umran Savaş İnan	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Katja Windt	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Haydar Yenigün	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	David Joseph Cuthbert Johnston	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Saibe Gül Ertuğ	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Umran Savaş İnan	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Haydar Yenigün	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	David Joseph Cuthbert Johnston	Hayır (No)	Yönetim kurulu üyesi (Board member)
Ücret Komitesi (Remuneration Committee)	-	Umran Savaş İnan	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Ücret Komitesi (Remuneration Committee)	-	Haydar Yenigün	Hayır (No)	Yönetim kurulu üyesi (Board member)
Ücret Komitesi (Remuneration Committee)	-	James Kieran Vincent Cahill	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)	It is available on our corporate website with the title of Investors - Corporate Governance - Board Committees. https://www.fordotosan.com.tr/documents/komite/audit_committee_working_principles_2020.pdf . In our integrated annual report the respective information is under Board of Directors and Committees section.
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)	It is available on our corporate website with the title of Investors - Corporate Governance - Board Committees. https://www.fordotosan.com.tr/documents/komite/corporate_governance_committee_working_principles_2020(1).pdf The relevant section is included in Our Integrated Annual Report under the section "Board of Directors and Committees".
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)	Its duties are fullfilled by the Corporate Governance Committee.
Specify where the activities of the early detection of risk committee are presented in your annual report or website (Page number or section name in the annual report/website)	It is available on our corporate website with the title of Investors - Corporate Governance - Board Committees. https://www.fordotosan.com.tr/documents/komite/risk_committee_working_principles_2020.pdf The relevant section is included in Our Integrated Annual Report under the section "Board of Directors and Committees".
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)	It is available on our corporate website with the title of Investors - Corporate Governance - Board Committees. https://www.fordotosan.com.tr/documents/komite/remuneration_committee_working_principles_2020.pdf. The relevant section is included in Our Integrated Annual Report under the section "Board of Directors and Committees".

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)	Board of Directors' Report, Chairman's Message, Ford Otosan Leader's Message
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	It is available on our corporate website with the title of Corporate - About Ford Otosan - Compliance Policies. https://www.fordotosan.com.tr/documents/Documents/yatirimci_iliskileri/RemunertionPolicy.pdf
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)	Remunaration Policy for the Board of directors and Senior Executives Notes to the Financial Statements - Note 27 (n)

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%	8	5
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	80%	40%	1	4
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	33%	4	6
Ücret Komitesi (Remuneration Committee)	-	100%	33%	1	1