KAP

GÜBRE FABRİKALARI T.A.Ş.

GUBRF

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	1

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/1269150
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Yes
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 are no transactions.
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 non-unanimous transactions.
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/1394186
The name of the section on the corporate website that demonstrates the donation policy of the company	Investor Relations / Corporate Governance / 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/353068
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	There is none.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	In addition to shareholders, our company employees, legal advisors, related party managers, and the representative of the independent audit firm attended the Ordinary General Assembly Meeting.

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	%78,73

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 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.	The Board of Directors' decision dated 06/04/2024 regarding the use of the profit for the year 2023 is as follows;Due to increased cash requirements and the necessity of preserving the financial structure as a result of investments; No dividend distribution, Transferring all net period profits obtained according to legal records to extraordinary reserves, It has been decided to submit these matters to the approval of shareholders at the Ordinary General Assembly Meeting." "The Board of Directors' decision regarding dividend distribution was submitted to the approval of the General Assembly. As a result of the voting conducted physically and electronically, the decision regarding the use of the profit for the year 2023 was approved by a majority with 259,576,848.384 ? nominal value against 2,804 ? nominal value of negative votes. The accepted dividend distribution proposal is presented in Annex-1.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	https://www.kap.org.tr/tr/Bildirim/1280825

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
25/11/2024	0	%78,46	%0,38	%78,08	Investor Relations / General Assembly Documents	Investor Relations / General Assembly Documents	-	134	https://www.kap.org.tr/tr/Bildirim/1360148

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 / Information Society Services, Ownership Structure, Corporate Governance (Articles of Association, Code of Ethics, Policies), Material Event Disclosures, Financial Statements and Notes, Board of Directors' Activity Reports, General Assembly Documents, Frequently Asked Questions
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 / Ownership 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 Activity Report / 1. General Information / I. Top Management/Annual Activity Report / 8. Board of Directors / D. Number, Structure, and Independence of the Board Committees
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	Annual Activity Report / 8. Board of Directors / D. Number, Structure, and Independence of the Board 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	Annual Activity Report / 8. Board of Directors / C. Form of Board of Directors Meetings
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	Annual Activity Report / 4. Other Developments Related to Company Activities / G. Legislative Changes That May Affect Company Activities
d) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on significant lawsuits filed against the corporation and the possible results thereof	Annual Activity Report / 4. Other Developments Related to Company Activities / F. Lawsuits Filed Against the Company and Other Matters
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	-
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 are none.
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	Annual Activity Report / 10. Social Responsibility Projects/Annual Activity Report / 12. Human Resources Policy and Ethical Principles

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	Corporate Policies / Compensation Policy
The number of definitive convictions the company was subject to in relation to breach of employee rights	19
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Disciplinary Committee
The contact detail of the company alert mechanism	etik.bildirim@gubretas.com.tr / 0216 468 50 55 "Ethics Violation Reporting Line" / Corporate Website Ethics Violation Reporting Form

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	Home Page / Career
Corporate bodies where employees are actually represented	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 places importance on the development of our employees and the enhancement of their managerial skills within the scope of our company's Education and Development Procedure.
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.	Home Page / 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.	Home Page / Career
The number of definitive convictions the company is subject to in relation to health and safety measures	1

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 / 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.	Investor Relations / Corporate Governance / Corporate Social Responsibility
Any measures combating any kind of corruption including embezzlement and bribery	The fight against all forms of corruption, including bribery and graft, is included in our company's Code of Ethics and Work Policy, and our employees are responsible for showing the necessary diligence on this issue. Furthermore, the necessary reporting mechanisms have been established by our company for complaints that may arise within this scope. Notifications received via email, phone, and our corporate website are evaluated by the Disciplinary Committee, and the process is progressed and concluded accordingly.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	-
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	-
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	6
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	Annual Activity Report / 4. Other Developments Related to Company Activities / C. Internal Audit Activities Annual Activity Report / 11. Risk Management
Name of the Chairman	Hüseyin Aydın
Name of the CEO	Aytaç Onkun
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	Not combined.
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	https://www.kap.org.tr/tr/Bildirim/1266062
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	-
The number and ratio of female directors within the Board of Directors	0

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
HÜSEYİN AYDIN		Male	Chairman of the Board	Manager	22/04/2022	Non-Executive	-	General Manager of the Central Union of Turkish Agricultural Credit Cooperatives, Tarım Kredi Holding A.Ş. Chairman of the Board and Chief Executive Officer	Yes	-	-	Dependent Member
AYTAÇ ONKUN		Male	Member of the Board	Manager	10/06/2022	Executive	General Manager	-	No	-	-	Dependent Member
YASİN AYAZ		Male	Deputy Chairman of the Board	Manager	03/08/2022	Non-Executive	-	Tarım Kredi Holding A.Ş. Head of Finance Group	Yes	-	-	Dependent Member
HASAN DURSUN		Male	Member of the Board	Manager	19/08/2022	Non-Executive	-	-	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1251217	Considered	No	Chairman of the Audit Committee and Corporate Governance Committee, Member of Committee on Early Detection of Risk
VAHİT FERHAN BENLİ		Male	Member of the Board	Manager	10/04/2023	Non-Executive	-	-	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1251217	Considered	No	Chairman of Committee on Early Detection of Risk, Member of the Audit Committee and Corporate Governance Committee

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	5
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	5
The name of the section on the corporate website that demonstrates information about the board charter	Investor Relations / Corporate Governance / Articles of Association / Gübre Fabrikaları Türk Anonim Şirketi Articles of Association / III. Board of Directors
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	While there is no established policy or set limit in this regard, the upper limit specified in subparagraph (ğ) of Article 4.3.6 of the CMB Corporate Governance Principles has been adopted for our Independent Board Members.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Annual Activity Report / 8. Board of Directors / D. Number, Structure, and Independence of the Board Committees
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/698446

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)	-	HASAN DURSUN	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	VAHİT FERHAN BENLİ	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	HASAN DURSUN	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	VAHİT FERHAN BENLİ	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	ÖZGÜR FIRAT CERTEL	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	VAHİT FERHAN BENLİ	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	HASAN DURSUN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	HASAN CEYHAN	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)	Annual Activity Report / 8. Board of Directors / D. Number, Structure, and Independence of the Board Committees / 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 Activity Report / 8. Board of Directors / D. Number, Structure, and Independence of the Board Committees / Audit 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)	The Corporate Governance Committee carries out the duties of the Nomination 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 Activity Report / 8. Board of Directors / D. Number, Structure, and Independence of the Board Committees / Audit Committee
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)	The Corporate Governance Committee carries out the duties of the Compensation 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)	Annual Activity Report / Yearly Turkey and Global Fertilizer Markets, Annual Activity Report / Expectations Regarding the Turkish Fertilizer Industry, Annual Activity Report / Financial Status and Stock Performance
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor Relations / Corporate Governance / Policies / Compensation Policy
Specify where the individual remuneration for board members and senior executives are presented in your annual report (Page number or section name in the annual report)	Annual Activity Report / 8. Board of Directors / E. Financial Rights Granted to the Board of Directors

Composition of Board Committees-II

Names Of The Board Committees	Name Of Committees Defined As "Other" In The First Column	The Percentage Of Non-executive Directors	The Percentage Of Independent Directors In The Committee	The Number Of Meetings Held In Person	The Number Of Reports On Its Activities Submitted To The Board
Denetim Komitesi (Audit Committee)	-	100%	100%	5	5
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	67%	67%	3	3
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	67%	67%	6	6