KAP

İZMİR DEMİR ÇELİK SANAYİ A.Ş.

IZMDC

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	The company did not hold any investor conferences or meetings during the year.

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	There was no request for a special auditor.
The number of special audit requests that were accepted at the General Shareholders' Meeting	There was no request for a special auditor at the general assembly 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/tr/Bildirim/1284228
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	The documents related to the General Assembly meeting held in 2024 are presented in Turkish.
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 action without the approval of a majority of the independent members or the unanimous vote of those present.
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.
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.
The name of the section on the corporate website that demonstrates the donation policy of the company	Investor Relations/Corporate/Corporate Governance Policies
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/1298116
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Article 13
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	The Ordinary General Assembly Meeting for 2023 was held physically and electronically on 11.06.2024 with the participation of % 69 of the shareholders.

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	%58,13

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.	Minority rights have not been expanded in terms of content and proportion by 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/Corporate Governance Policies
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.	As a result of the examination of the financial statements of our company for the accounting period of January 1 - December 31, 2023, prepared in accordance with the provisions of the Capital Markets Board's "Communiqué on Principles Regarding Financial Reporting in Capital Markets" numbered II-14.1 and in accordance with Turkish Accounting Standards and Turkish Financial Reporting Standards (TMS/TFRS) and audited by Güney Independent Auditing and Certified Public Accountants Inc., and the financial statements kept in accordance with the provisions of the Tax Procedure Law (VUK) and formed according to legal records before the application of inflation accounting; According to the financial reports prepared in accordance with TFRS for the accounting period of January 1 - December 31, 2023, a net profit of TL 1.409.056.301; It has been determined that there is a net period loss of TL 440.622.753 in the legal records kept in accordance with the Tax Procedure Law and that there is no distributable period profit in the legal records kept in accordance with the Tax Procedure Law. For this reason, the proposal of the Board of Directors regarding not distributing dividends within the scope of the Capital Markets Legislation's profit distribution regulations and transferring the net period profit of TL 1.409.056.301 in the financial statements prepared in accordance with TFRS to the retained earnings account was submitted to the General Assembly for voting. In addition, the general assembly was informed that no TMS/TFRS or VUK-based offsetting transaction was made regarding the index differences of the retained losses resulting from the inflation adjustment made in the TMS/TFRS and VUK-based financial statements in accordance with the decision of the Capital Markets Board dated 07.03.2024 and numbered 14/382. The profit distribution proposal made by the Board of Directors with the decision numbered 10 and dated 07.05.2024 was accepted unanimously, with 1.040.699.926,06 TL in favor.
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/1298116

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
11/06/2024	0	%69,00	%1,00	%68,00	Investor Relations/Disclosures and Notifications/General Assembly/2023/Meeting Minutes	Investor Relations/Disclosures and Notifications/General Assembly/2023/Questions and Answers Asked at the General Assembly	There is no.	16	https://www.kap.org.tr/tr/Bildirim/1298844

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/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	1.1.Board Members
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	1.3. Number, Structure and Independence of Committees Established in the 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	1.2. Working 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	There are no changes in legislation that could significantly affect the company's 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	There are no significant lawsuits filed against the Company.
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 all services received by the company, such as auditing, rating, consultancy, etc., utmost care is taken to comply with the relevant legislation and professional ethical rules.
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%	4.6.Information on Group Companies
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	Ethical Rules and Social Responsibility

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	Sustainability/Environmental, Social, Governance (ESG) Policies/Employee Compensation Policy
The number of definitive convictions the company was subject to in relation to breach of employee rights	There is no.
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Audit and Corporate Governance Committee
The contact detail of the company alert mechanism	https://www.izdemir.com.tr/iletisim/etik-ihbar-hatti

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 section on the corporate website that includes internal regulations regarding employee participation in management bodies.
Corporate bodies where employees are actually represented	Our employees, affiliates and other stakeholders are informed by holding meetings. The information and opinions of stakeholders are always taken into consideration by the company management in terms of participation in important decisions that may lead to rights and consequences.

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	Board approval is required for the development of a succession plan for key management 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.	It is available in the Career/HR Policy section of the company's website. The principles of our company's human resources policy can be listed as; - Providing an educated workforce with qualifications suitable for our current jobs, - Increasing the knowledge and motivation of the personnel with various trainings, - Career planning, - Developing the corporate behavior by determining the limits of the practices with regulations since the company's establishment, - Basing employee-employer relations on dialogue and mutual trust, - Continuity of the work environment created in business peace and tranquility.
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.	The company website includes the Career/HR Policy section and the Sustainability/ESG Policies/Human Rights Policy. Job descriptions and distributions are announced to employees from a common area accessible to all employees, and performance and reward criteria are announced to employees through written announcements and employee representatives.
The number of definitive convictions the company is subject to in relation to health and safety measures	There is no.

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	Sustainability/Environmental, Social, Governance (ESG) Policies/Ethical Principles and Code of Conduct Procedure
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.	Our Corporate Social Responsibility Policy is available on the company website. Within the scope of Corporate Social Responsibility Management, we aim to act within the framework of financial discipline and accountability, manage our company's resources and assets with efficiency and economy, provide timely, accurate, complete and understandable information to our shareholders, the public and relevant parties regarding our financial statements, strategies, investments and risks, take responsibility for social development, establish good relations with the immediate environment and the people in the region affected by our activities, take into account the needs and demands of the people in the areas where we operate, make complaint channels functional where all our stakeholders can convey their feedback, implement the best production and environmental solutions beyond legal obligations, provide support to all kinds of initiatives that will increase environmental awareness, and fulfill our social and environmental responsibilities towards the society in all geographies where we operate in a harmonious cooperation with our stakeholders, public and non-governmental organizations.
Any measures combating any kind of corruption including embezzlement and bribery	All kinds of corruption, including bribery and extortion, are constantly monitored by the Company's electronic systems, Managers and Internal Audit unit.In addition, complaints received through the Ethics Reporting Line are monitored within the scope of the Ethical Principles and Code of Conduct Procedure.

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	At the 22nd meeting of the Board of Directors dated 11.06.2024, Halil ŞAHİN was elected as the Chairman of the Board of Directors and Nuri ŞAHİN was elected as the Vice Chairman of the Board of Directors.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	-
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	4.5.Internal Control Mechanism
Name of the Chairman	Halil ŞAHİN
Name of the CEO	Nuri ŞAHİN
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 and the chief executive officer/general manager 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	Damages to the company caused by the faults of board members during the performance of their duties are not 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	The company does not have a diversity policy aimed at increasing the proportion of female board members.
The number and ratio of female directors within the Board of Directors	The company has no female Board Members.

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
HALİL ŞAHİN		Male	Chairman of the Board	Businessman / Businesswoman	17/10/2005	Executive	Yönetim Kurulu Başkanı	Şahin Şirketler Grubu Holding A.Ş. YK Başkanı, Akdemir Çelik Sanayi ve Tic. A.Ş. YK Başkanı, İDÇ Denizcilik Sanayi ve Ticaret A.Ş. YK Başkanı, Şahin Koç Çelik Sanayi A.Ş. YK Başkanı, Türkiye Çelik Üreticileri Derneği YK Üyesi, Ege Bölgesi Sanayi Odası Yüksek İstişare Kurulu Üyesi.	Yes	3.76	Yoktur.	Dependent Member	Yoktur.	Not Considered	No	Yoktur.
NURİ ŞAHİN		Male	Vice Chairman of the Board	Businessman / Businesswoman	17/10/2005	Executive	Yönetim Kurulu Başkan Yardımcılığı ve İcra Kurulu Başkanlığı	İzdemir Enerji Elektrik Üretim A.Ş. YK Başkanı, Şahin Şirketler Grubu Holding A.Ş. YK Başkan Yrd. ve İcra Kurulu Başkanı, Akdemir Çelik Sanayi ve Tic. A.Ş YK Başkan Yrd., İDÇ Liman İşletmeleri A.Ş. YK Başkan Yrd., İDÇ Denizcilik Sanayi ve Tic. A.Ş. YK Başkan Yrd., Şahin-Koç Çelik Sanayi A.Ş. YK Üyesi.	Yes	3.11	Yoktur.	Dependent Member	Yoktur.	Not Considered	No	Yoktur.
AHMET BAŞTUĞ		Male	Member of the Board	Businessman / Businesswoman	17/10/2005	Non-Executive	Yönetim Kurulu Üyeliği,Kurumsal Yönetim Komitesi Üyesi ve Riskin Erken Saptanması Komitesi Üyeliği	İDÇ Liman İşletmeleri A.Ş. YK Başkanı, Karbeyaz Çimento Madencilik Sanayi ve Ticaret A.Ş. YK Başkanı, Agora Sigorta Aracılık Hizmetleri A.Ş. Yönetim Kurulu Başkanı, İzdemir Enerji Elektrik Üretim A.Ş. Yönetim Kurulu Üyesi, Şahin Koç Çelik Sanayi A.Ş. YK Başkan Yrd., Şahin Şirketler Grubu Holding A.Ş. YK Üyesi, Akdemir Çelik Sanayi ve Tic. A.Ş. YK Üyesi, İDÇ Denizcilik Sanayi ve Ticaret A.Ş. YK Üyesi.	Yes	1.35	Yoktur.	Dependent Member	Yoktur.	Not Considered	No	Kurumsal Yönetim Komitesi Üyesi ve Riskin Erken Saptanması Komitesi Üyesi
MAHMUT NEDİM KOÇ		Male	Member of the Board	Businessman / Businesswoman	31/03/2015	Non-Executive	Yönetim Kurulu Üyeliği	Dagi Giyim Sanayi ve Ticaret A.Ş., Eros Tekstil İnşaat Sanayi ve Ticaret A.Ş. ve Hacı Eyyüp KOÇ Vakfı, ve MNK Girişim Holding A.Ş. Yönetim Kurulu Başkanı, Akdemir Çelik Sanayi ve Ticaret A.Ş., İDÇ Liman İşletmeleri A.Ş., İzdemir Enerji Elektrik Üretim A.Ş. ve İDÇ Denizcilik Sanayi ve Tic. A.Ş. de Yönetim Kurulu üyesi.	Yes	3.03	Yoktur.	Dependent Member	Yoktur.	Not Considered	No	Yoktur.
CANER BAYAZIT EMİROĞLU		Male	Member of the Board	Engineer	17/05/2022	Non-Executive	Bağımsız Yönetim Kurulu Üyeliği, Denetimden Sorumlu Komite Üyeliği, Kurumsal Yönetim Komitesi Başkanı	Yoktur.	Yes	0	Yoktur.	Independent Member	https://www.kap.org.tr/tr/Bildirim/1284217	Considered	No	Denetimden Sorumlu Komite Üyesi, Sürdürülebilirlik Komitesi Üyesi ve Kurumsal Yönetim Komitesi Başkanı
DENİZ TAMER MÜLAYİM		Male	Member of the Board	Businessman / Businesswoman	11/06/2024	Non-Executive	Yoktur.	İzdemir Enerji Elektrik Üretim A.Ş. Bağımsız Yönetim Kurulu Üyesi	Yes	0	Yoktur.	Independent Member	https://www.kap.org.tr/tr/Bildirim/1284217	Considered	No	Denetimden Sorumlu Komite Başkanı,Sürdürülebilirlik Komitesi Başkanı, Riskin Erken Saptanması Komite Başkanı

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	39
Director average attendance rate at board meetings	%80
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	7
The name of the section on the corporate website that demonstrates information about the board charter	The manner in which the board of directors meetings will be held is determined in Article 9.3 of the Articles of Association. The relevant Articles of Association can be found in the / Investor Relations / Corporate section of the 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 policy restricting members from taking on other positions outside the company. The member with the most positions outside the company has 8 positions, and the average number of positions held by all board members outside the company is 6.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	1.3. Number, Structure and Independence of Committees Established in the Board of Directors
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/1325767 https://www.kap.org.tr/tr/Bildirim/203670

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)	-	Deniz Tamer MÜLAYİM	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Caner Bayazıt EMİROĞLU	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Caner Bayazıt EMİROĞLU	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Ahmet BAŞTUĞ	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Remzi Okan GÖKDEMİR	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Deniz Tamer MÜLAYİM	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Ahmet BAŞTUĞ	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sürdürülebilirlik Komitesi (Sustainability Board Committee)	Deniz Tamer MÜLAYİM	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sürdürülebilirlik Komitesi (Sustainability Board Committee)	Caner Bayazıt EMİROĞLU	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sürdürülebilirlik Komitesi (Sustainability Board Committee)	Feyyaz YAZAR	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)	1.3. Number, Structure and Independence of Committees Established in 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)	1.3. Number, Structure and Independence of Committees Established in 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)	1.3. Number, Structure and Independence of Committees Established in 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)	1.3. Number, Structure and Independence of Committees Established in 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)	There is no Board of Directors Remuneration 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)	4. COMPANY ACTIVITIES AND DEVELOPMENTS, 5. FINANCIAL STATUS, 6. RISKS AND MANAGEMENT BODY'S EVALUATION
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor Relations/Corporate/Corporate Governance Policies
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)	2. FINANCIAL RIGHTS PROVIDED TO MANAGERIAL BODY 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%	5	5
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	66.67%	33.34%	5	5
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	50%	6	6
Diğer (Other)	Sürdürülebilirlik Komitesi (Sustainability Board Committee)	66.67%	66.67%	2	2