KAP

GÖLTAŞ GÖLLER BÖLGESİ ÇİMENTO SANAYİ VE TİCARET A.Ş.

GOLTS

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	None.

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	None.

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/1268908
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Not offered.
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 during the year.
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 are no transactions falling within the scope of Article 9 of the Corporate Governance Communiqué.
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)	There are no transactions falling within the scope of Article 10 of the Corporate Governance Communiqué.
The name of the section on the corporate website that demonstrates the donation policy of the company	Investor Relations/Corporate Governance/Policies/Donation 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/1279930
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	The Articles of Association can be accessed from "Article 15- General Assembly". http://www.goltas.com.tr/files/yatirimci-iliskileri/GOLTAS_A_S__ESAS_SOZLESMES.pdf
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Company employees and representatives, shareholders and the independent auditor attended the General Assembly meeting within the knowledge of our company. Link to the General Assembly list of attendees: https://www.kap.org.tr/tr/Bildirim/1279930

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.	GÖLYATIRIM HOLDI?NG A.Ş. 31,62%
The percentage of ownership of the largest shareholder	%30,72

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/Corporate Governance/Policies/Dividend Distribution/http://www.goltas.com.tr/files/kardagitim/kardagitimpol.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.	-
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
30/04/2024	0	%43,13	%2,57	%40,56	Investor Relations/Corporate Governance/General Assembly Meetings	Investor Relations/Corporate Governance/General Assembly Meetings	None.	-	https://www.kap.org.tr/tr/Bildirim/1279930

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/Corporate Governance/Partnership 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	Annual Report/ K. Other Matters
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	C. General Information/ 3. Information on the Board of Directors and Senior Executives
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	Annual Report/ Corporate Governance Information Form/Board of Directors II/page 59
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	None.
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	F. Significant Developments Regarding Company Operations and Activities/ 9.
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 2024, no such service was received.
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%	F. Company Operations and Significant Developments Regarding Operations/ 6. Direct and Indirect Subsidiaries of the Company and Share Ratios
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	C. General Information /4. Personnel and Labor Movements, Collective Bargaining Practices, Rights and Benefits Provided to Personnel and Workers

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	The Company has no other compensation policy other than the legal indemnities stipulated by laws and regulations.
The number of definitive convictions the company was subject to in relation to breach of employee rights	12
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Investor Relations
The contact detail of the company alert mechanism	goltas@goltas.com.tr

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	The Company does not have any special internal regulations regarding the participation of employees in the management bodies.
Corporate bodies where employees are actually represented	Trade Union

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 authorized to evaluate managers who contribute to the execution of the Company's strategic goals and to appoint them to relevant positions.
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.	Human Resources / Our Human Resources Policy
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.	Investor Relations/Corporate Governance/Policies/Code of Business Ethics
The number of definitive convictions the company is subject to in relation to health and safety measures	3

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	Investor Relations/Corporate Governance/Policies/Code of Business 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.	Corporate / Sustainability
Any measures combating any kind of corruption including embezzlement and bribery	An internal control system has been established and stakeholders are obliged to comply with ethical principles.

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	Şehriban Nihan ATASAGUN - Chairman of the Board of Directors and Executive Director - 1st degree authorized signatory, Ummahan Binhan KESİCİ - Vice Chairman of the Board of Directors, Neslihan DEMİREL - Executive Director - 1st degree authorized signatory
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	F. Company Activities and Important Developments Regarding Activities/ 5. Internal Control System and Internal Audit Activities
Name of the Chairman	Şehriban Nihan ATASAGUN
Name of the CEO	Neslihan DEMİREL
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	The chairman of the board of directors and the chief executive officer are different people.
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	There is no manager liability insurance.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	Although no written policy has been established by the Board of Directors, 3 out of 8 board members are women.
The number and ratio of female directors within the Board of Directors	3 out of 8 board members are women, representing 38% 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
ŞEHRİBAN NİHAN ATASAGUN		Female	Chairman of the Board and Executive Director	Managing Director / Chief Executive	15/05/2009	Executive	YÖNETİM KURULU BAŞKANI	GÖLYATIRIM HOLDİNG A.Ş.'DE YÖNETİM KURULU BAŞKANI, GÖLTAŞ HAZIR BETON YAPI ELEMANLARI SAN. VE TİC.A.Ş. ,GÖLTAŞ ENERJİ ELEKTRİK ÜRETİM A.Ş. ,ORMA A.Ş.,ELMA SU A.Ş.YÖNETİM KURULU BAŞKANI VE MURAHHAS ÜYE , ORKAV A.Ş.'DE YÖNETİM KURULU BAŞKANIDIR.	Yes	-	-	Dependent Member		Not Considered	No
UMMAHAN BİNHAN KESİCİ		Female	Vice Chairman of the Board	Managing Director / Chief Executive	13/05/2016	Non-Executive	-	GÖLYATIRIM HOLDİNG A.Ş.'DE ,GÖLTAŞ HAZIR BETON YAPI ELEMANLARI SAN VE TİC.A.Ş. ,GÖLTAŞ ENERJİ ELEKTRİK ÜRETİM A.Ş. ,ORKAV A.Ş.'DE YÖNETİM KURULU BAŞKAN YARDIMCISI, ORMA A.Ş. YÖNETİM KURULU ÜYESİDİR.	Yes	-	-	Dependent Member		Not Considered	No
NESLİHAN DEMİREL		Female	Executive Director	Managing Director / Chief Executive	15/05/2009	Executive	MURAHHAS ÜYE	GÖLYATIRIM HOLDİNG A.Ş. YÖNETİM KURULU ÜYESİ, GÖLTAŞ HAZIR BETON YAPI ELEMANLARI SAN VE TİC.A.Ş., GÖLTAŞ ENERJİ ELEKTRİK ÜRETİM A.Ş., ORMA A.Ş. 'DE YÖNETİM KURULU ÜYESİ VE MURAHHAS ÜYEDİR.	Yes	-	-	Dependent Member		Not Considered	No
ERTEKİN DURUTÜRK		Male	Member of the Board	Civil Engineer	15/05/2009	Non-Executive	YÖNETİM KURULU ÜYESİ	GÖLTAŞ HAZIR BETON YAPI ELEMANLARI SAN VE TİC.A.Ş. VE GÖLYATIRIM HOLDİNG A.Ş. YÖNETİM KURULU ÜYESİDİR.	Yes	-	-	Dependent Member		Not Considered	No	KURUMSAL YÖNETİM KOMİTESİ ÜYESİ
MUSTAFA FİKRİ ÇOBANER		Male	Member of the Board	Mechanical Engineer	04/05/2018	Non-Executive	-	-	Yes	-	-	Dependent Member		Not Considered	No	RİSKİN ERKEN SAPTANMASI KOMİTE ÜYESİ
AHMET TURGUT KUTLU		Male	Member of the Board	Businessman / Businesswoman	12/06/2020	Non-Executive	-	-	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1268905	Considered	No	DENETİMDEN SORUMLU KOMİTE BAŞKANI
TURGAY KAYLAN		Male	Member of the Board	Engineer	12/06/2020	Non-Executive	-	-	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1268905	Considered	No	RİSKİN ERKEN SAPTANMASI KOMİTESİ BAŞKANI,DENETİMDEN SORUMLU KOMİTE ÜYESİ
MEHMET ERTUĞRUL DOKUZOĞLU		Male	Member of the Board	Businessman / Businesswoman	04/05/2023	Non-Executive	-	-	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1268905	Considered	No	KURUMSAL YÖNETİM KOMİTESİ BAŞKANI

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	41
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	There is no minimum deadline, but information and documents are sent to all members in sufficient time.
The name of the section on the corporate website that demonstrates information about the board charter	None.
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	Members of the Board of Directors are not restricted from assuming other duties or tasks outside the Company, and the provisions of the Turkish Commercial Code regarding the prohibition of competition are complied with.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	C. General Information/ 3. Information on the Board of Directors and Senior Executives
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/409636

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)	-	Ahmet Turgut Kutlu	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Turgay Kaylan	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Turgay Kaylan	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Mustafa Fikri Çobaner	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Mehmet Ertuğrul Dokuzoğlu	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Ertekin Durutürk	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Şengül Akpinar	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)	Investor Relations / Corporate Governance / Board of Directors
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)	Investor Relations / Corporate Governance / Board of Directors
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)	Investor Relations / Corporate Governance / Board of Directors
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)	Investor Relations / Corporate Governance / Board of Directors
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)	Investor Relations / Corporate Governance / Board of Directors

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)	-
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	D. Financial Rights Provided to Board Members and Senior Executives
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)	D. Financial Rights Provided to Board Members 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	4
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	50%	6	6
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	67%	33%	1	2