KAP

HACI ÖMER SABANCI HOLDİNG A.Ş.

SAHOL

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	Having participated in 50 roadshows and conferences and met with 769 institutional investors/analysts during the year 2024.

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	There is no such transaction.
The number of special audit requests that were accepted at the General Shareholders' Meeting	There is no such transaction.

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/1399015
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 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)	There is no such transaction.
The name of the section on the corporate website that demonstrates the donation policy of the company	https://yatirimciiliskileri.sabanci.com/en/investor-relations/donation-and-grants-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/en/Bildirim/425952
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Articles of Association: Art. 29-32 Internal Directive for General Assmebly: https://yatirimciiliskileri.sabanci.com/tr/images/pdf/genel-kurul-calisma-usul-ve-esaslari-hakkinda-c-yonerge_2017.pdf
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	The Members of the Board of Directors, The Shareholders and Their Representatives, The Company Auditor, The General Secretary and The Copmany Personnel who were responsible for the preparations of the meeting participated in the General Assembly.

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.	Irrelevant
The percentage of ownership of the largest shareholder	%13,90

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.	Irrelevant

1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy	https://yatirimciiliskileri.sabanci.com/en/investor-relations/investor-relations-and-dividend-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.	Irrelevant
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	Irrelevant

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
27/03/2025	3	%65,53	%8,18	%57,34	https://yatirimciiliskileri.sabanci.com/en/financial-reports-publications/liste-report/General-Assembly/240/0/0	https://yatirimciiliskileri.sabanci.com/en/questions-asked-and-answers-provided-at-the-general-assembly-meetings	-	0	https://www.kap.org.tr/en/Bildirim/1413265

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	"Corporate" and "Investor Relations" sections of www.sabanci.com 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.	https://yatirimciiliskileri.sabanci.com/en/investor-relations/shareholder-structure
List of languages for which the website is available	Turkish & 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	About Sabanci Holding > Board of Directors
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	About Sabanci Holding > Sabanci Holding Management
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	Compliance of Corporate Governance and Sustainability Principles > Operating Principles 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	Compliance of Corporate Governance and Sustainability Principles, "Monitoring the Changes in Legislation and Legal Procedures"
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	Compliance of Corporate Governance and Sustainability Principles, "Monitoring the Changes in Legislation and Legal Procedures"
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	Compliance of Corporate Governance and Sustainability Principles, "Investor Relations Activities"
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 such cross-shareholdings.
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	Corporate Social Responsibility Policy and 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	-
The number of definitive convictions the company was subject to in relation to breach of employee rights	0
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Ethics Board, reporting directly to the Chairperson
The contact detail of the company alert mechanism	etik@sabanci.com

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	-
Corporate bodies where employees are actually represented	-

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 Corporate Governance, Nomination and Remuneration Committee oversees the succession planning efforts for key executive 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.	"Our Responsibilities Towards Our Employees" and "Establishing and Preserving a Fair Working Environment Policy" sections of Sabancı Group Code of Business Ethics
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.	"Our Responsibilities Towards Our Employees" and "Establishing and Preserving a Fair Working Environment Policy" sections of Sabancı Group Code of Business Ethics
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	https://www.sabanci.com/en/management-approach/sabanci-group-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.	https://yatirimciiliskileri.sabanci.com/en/sustainability/default/Sustainability/124/481/0
Any measures combating any kind of corruption including embezzlement and bribery	https://www.sabanci.com/en/management-approach/anti-bribery-and-anti-corruption-policy

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	2025/1Q
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	Hayri ÇULHACI - Chairperson and Executive Director / Cenk ALPER - Member and CEO
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	33
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	Corporate Governance Compliance Report, "Risk Management and Internal Control Mechanism"
Name of the Chairman	Hayri ÇULHACI
Name of the CEO	Cenk ALPER
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	Irrelevant
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	https://www.sabanci.com/en/social-responsibility/our-commitments/womens-empowerment-principles
The number and ratio of female directors within the Board of Directors	3 - 33%

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
HAYRİ ÇULHACI		Male	Chairman of the Board and Executive Director	Managing Director / Chief Executive	30/03/2021	Executive	INDEPENDENT BOARD MEMBER	HACI ÖMER SABANCI FOUNDATION DEPUTY CHAIR	Yes	-	-	Dependent Member			No
EROL SABANCI		Male	Deputy Chairman of the Board	Businessman / Businesswoman	17/04/1967	Non-Executive	VICE CHAIRPERSON OF THE BOARD OF DIRECTORS	AKBANK T.A.Ş. BOARD ADVISOR	Yes	-	-	Dependent Member
SUZAN SABANCI SABANCI		Female	Member of the Board	Businessman / Businesswoman	27/02/1996	Non-Executive	BOARD MEMBER	CHAIRMAN OF THE BOARD OF DIRECTORS OF AKBANK T.A.Ş., MEMBER OF THE BOARD OF TRUSTEES OF SABANCI UNIVERSITY, AND MEMBER OF THE BOARD OF TRUSTEES OF HACI ÖMER SABANCI FOUNDATION	Yes	6.84	-	Dependent Member				CORPORATE GOVERNANCE, NOMINATION, AND REMUNERATION COMMITTEE MEMBER; EARLY DETECTION OF RISK COMMITTEE MEMBER
SERRA SABANCI		Female	Member of the Board	Businessman / Businesswoman	17/05/2004	Non-Executive	BOARD MEMBER	MEMBER OF THE BOARD OF TRUSTEES OF SABANCI UNIVERSITY AND MEMBER OF THE BOARD OF TRUSTEES OF HACI ÖMER SABANCI FOUNDATION	Yes	7.02	-	Dependent Member				MEMBER OF THE CORPORATE GOVERNANCE, NOMINATION, AND REMUNERATION COMMITTEE; MEMBER OF THE EARLY DETECTION OF RISK COMMITTEE
ELÇİN MELİSA SABANCI TAPAN		Female	Member of the Board	Businessman / Businesswoman	30/03/2023	Non-Executive	BOARD MEMBER	CHAIRMAN OF THE BOARD OF DIRECTORS OF GATE-27, MEMBER OF THE BOARD OF DIRECTORS OF VISTA TURIZM VE SEYAHAT A.S.	No	-	-	Dependent Member				MEMBER OF THE CORPORATE GOVERNANCE, NOMINATION, AND REMUNERATION COMMITTEE; MEMBER OF THE EARLY DETECTION OF RISK COMMITTEE
CENK ALPER		Male	Member of the Board	Managing Director / Chief Executive	01/08/2019	Executive	BOARD MEMBER IN SUBSIDIARIES	-	Yes	-	-	Dependent Member
MEHMET KAHYA		Male	Member of the Board	Managing Director / Chief Executive	30/03/2021	Non-Executive	-	FOUNDER OF KRONUS KURUMSAL FİNANS DAN. A.Ş., BOARD MEMBER OF ELECTROSALUS BİYOMEDİKAL SAN. VE TİC. A.Ş.	Yes	-	-	Independent Member	https://www.kap.org.tr/en/Bildirim/1399015	Considered	No	KURUMSAL YÖNETİM, ATAMA VE ÜCRETLENDİRME KOMİTESİ BAŞKANI; SÜRDÜRÜLEBİLİRLİK KOMİTESİ ÜYESİ
HÜSEYİN GELİS		Male	Member of the Board	Managing Director / Chief Executive	30/03/2023	Non-Executive	-	CHAIRMAN OF THE BOARD OF DIRECTORS AND CEO OF SIEMENS TÜRKİYE	Yes	-	-	Independent Member	https://www.kap.org.tr/en/Bildirim/1399015	Considered	No	CHAIRMAN OF THE AUDIT COMMITTEE; CHAIRMAN OF THE SUSTAINABILITY COMMITTEE
TAYFUN BAYAZIT		Male	Member of the Board	Managing Director / Chief Executive	27/03/2025	Non-Executive	-	BOARD MEMBERSHIP AND CHAIRMANSHIP IN POLİSAN HOLDİNG AND ITS AFFILIATES, BOARD MEMBERSHIP IN BOYNER HOLDİNG, CO-FOUNDER OF BAYAZIT YÖNETİM DANIŞMANLIK HİZM. LTD. ŞTİ., INDEPENDENT BOARD MEMBERSHIP IN D-MARKET ELEKTRONİK HİZMETLER VE TİC. A.Ş.; ADEL KALEMCİLİK TİC. VE SAN. A.Ş.; BORUSAN BİRLEŞİK BORU FAB. SAN. VE TİC. A.Ş.	Yes	-	-	Independent Member	https://www.kap.org.tr/en/Bildirim/1399015	Considered	No	MEMBER OF THE AUDIT COMMITTEE, CHAIRMAN OF THE EARLY DETECTION OF RISK COMMITTEE, MEMBER OF THE SUSTAINABILITY COMMITTEE

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	7
Director average attendance rate at board meetings	%89
Whether the board uses an electronic portal to support its work or not	Evet (Yes)
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter	7 days
The name of the section on the corporate website that demonstrates information about the board charter	https://yatirimciiliskileri.sabanci.com/en/investor-relations/articles-of-association
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	-

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Compliance of Corporate Governance and Sustainability Principles, "Number, Structure and Independence of the Committees Established within the Structure of the Board of Directors"
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/en/Bildirim/1413294

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)	-	Hüseyin GELİS	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Tayfun BAYAZIT	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Tayfun BAYAZIT	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Suzan Sabancı SABANCI	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Serra SABANCI	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Elçin Melisa Sabancı TAPAN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability Board Committee	Hüseyin GELİS	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability Board Committee	Mehmet KAHYA	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability Board Committee	Tayfun BAYAZIT	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Corporate Governance, Nomination and Remuneration Committee	Mehmet KAHYA	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Corporate Governance, Nomination and Remuneration Committee	Suzan Sabancı SABANCI	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Corporate Governance, Nomination and Remuneration Committee	Serra SABANCI	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Corporate Governance, Nomination and Remuneration Committee	Elçin Melisa Sabancı TAPAN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Corporate Governance, Nomination and Remuneration Committee	Şerafettin KARAKIŞ	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)	Compliance of Corporate Governance and Sustainability Principles, "Number, Structure and Independence of the Committees Established within the Structure of the 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)	Compliance of Corporate Governance and Sustainability Principles, "Number, Structure and Independence of the Committees Established within the Structure of the 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)	Compliance of Corporate Governance and Sustainability Principles, "Number, Structure and Independence of the Committees Established within the Structure of the 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)	Compliance of Corporate Governance and Sustainability Principles, "Number, Structure and Independence of the Committees Established within the Structure of the 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)	Compliance of Corporate Governance and Sustainability Principles, "Number, Structure and Independence of the Committees Established within the Structure of the 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)	Introduction, "Sabancı Group in Brief", "Letter From the Chair" and "Letter from the CEO"
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	https://yatirimciiliskileri.sabanci.com/en/investor-relations/wages-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)	Consolidated Financial Statements and Independent Audit Report, "Key Management Personnel Compensation"

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
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	25%	-	6
Diğer (Other)	Corporate Governance, Nomination and Remuneration Committee	100%	20%	-	5
Diğer (Other)	Sustainability Board Committee	100%	100%	-	2