KAP

KARSAN OTOMOTİV SANAYİİ VE TİCARET A.Ş.

KARSN

General Assembly Meetings

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/en/Bildirim/1285785
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	No. Documents related to the general assembly meeting are not presented in English simultaneously with 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	Since the transactions in the relevant article did not occur, no announcement was made.
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)	Since the transactions in the relevant article did not occur, no announcement was made.
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/1370257
The name of the section on the corporate website that demonstrates the donation policy of the company	investor-relations/corporate-governance/policies-and-rules-about-corporate-governance
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/1294298
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	There is no article in the articles of association regulating the participation of stakeholders in the general assembly.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	In the Ordinary General Assembly for 2023 held on June 4, 2024, our Company's Board of Directors Member, one of the Independent Board Members, Company Executive Director and CEO, Assistant General Manager of Financial Affairs and Finance, persons responsible for the preparation of financial statements, Company auditor and Company employees who wanted to participate in 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.	There is no privilege for voting.
The percentage of ownership of the largest shareholder	%58,51

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.	It is regulated that five percent of the capital will be sufficient to represent the minority rights stipulated in the company's 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-and-rules-about-corporate-governance
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.	"Text of the minutes of the 6th item of the agenda of the Ordinary General Assembly for the year 2023 held on June 04, 2024: According to the consolidated financial statements of our Company for the accounting period 01.01.2023-31.12.2023, prepared in accordance with the Turkish Accounting Standards / Turkish Financial Reporting Standards (?TAS/TFRS?) published by the Public Oversight Accounting and Auditing Standards Authority (?POA?), a profit for the period of 619,840,134.-TL and according to the (legal) financial statements prepared in accordance with the Tax Procedure Law, a loss for the period of 89,000,402. -TL loss for the period and after offsetting the previous year's losses in both financial statements, it was decided not to distribute dividend since there was no distributable profit and to submit this proposal to the Ordinary General Assembly for the year 2023; After discussing the agenda item, it was decided not to distribute dividend since there was no distributable profit by majority vote as a result of the acceptance vote with a nominal value of 562.322.775,036 .-TL.? "
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/1294298

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
04/06/2024	0	%65,60	%0,13	%65,47	investor-relations/general-assembly/general-assembly-documents	investor-relations/general-assembly/general-assembly-documents	There is no article or paragraph regarding the course of the General Assembly meeting.	0	https://www.kap.org.tr/tr/Bildirim/1012448

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.	There are no real person shareholders holding more than 5% of the company's shares: https://www.karsan.com/en/corporate/about-karsan/shareholding-structure
List of languages for which the website is available	Turkish, English, French, German, Italian, Portuguese, Polish, Lithuanian, Bulgarian, Romanian, Greek, Slovak, Spanish, Danish, Hebrew, Norwegian, Swedish, Dutch and Ukrainian

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	It is included in the General Information / Information on the Board of Directors, Senior Executives and Number of Personnel / Senior Executives and Annex/1 and Annex/2 sections of the Inntegrrated Activitiy Report published on the Public Disclosure Platform.
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	General Information / Information on the Number of Board of Directors, Senior Executives and Personnel / Evaluation of the Committees of the Board of Directorssection of the Integrated Activitiy Report published on the Public Disclosure Platform.
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	General Information / Information on the Number of Board of Directors, Senior Executives and Personnel / Members of the Board of Directors section of the Integrated Activity Report published on the Public Disclosure Platform.
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	Company Activities and Important Developments Related to the Activities / Information on Changes in Legislation that May Significantly Affect the Company's Activities section of the Integrated Activity Report published on the Public Disclosure Platform.
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	The Company's Activities and Important Developments Related to the Activities / Lawsuits filed against the Company that may affect the Company's Financial Status and Activities and Information on Their Possible Consequences of the Integrated Activity Report published on the Public Disclosure Platform.
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	The Company's Activities and Important Developments Related to the Activities / Information on the Conflicts of Interest between the Company and the Institutions It Provides Services on Issues such as Investment Advisory and Rating, and the Measures Taken by the Company to Avoid These Conflicts of Interest of the Integrated Activity Report published on the Public Disclosure Platform.
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%	Company Activities and Important Developments Related to the Activities / Information on the Company's Direct or Indirect Subsidiaries and Share Ratios of the Integrated Activity Report published on the Public Disclosure Platform.
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	The Company's Activities and Important Developments Related to the Activities / Information on Corporate Social Responsibility Activities Regarding the Social Rights, Vocational Training and Other Social and Environmental Results of the Company's Activities section of the Integrated Activity Report published on the Public Disclosure Platform.

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	investor-relations/corporate-governance/policies-and-rules-about-corporate-governance
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)	Head of Ethics Committee and/or Head of Human Resources
The contact detail of the company alert mechanism	Application by e-mail: etik@karsan.com.tr or by letter: Karsan Otomotiv Sanayii ve Ticaret A.Ş. Hasanaga OSB Mah. Hosab Sanayi Caddesi No:53 16280 Nilüfer - Bursa

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 internal regulation regarding the participation of employees in management bodies.
Corporate bodies where employees are actually represented	The Company's Union Representatives are included in the Occupational Health and Safety Board, the Leave Board, the Disciplinary Board and social rights meetings.

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 has no role in developing a succession plan 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.	corporate/about-karsan/policies
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.	corporate/about-karsan/policies
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	investor-relations/corporate-governance/policies-and-rules-about-corporate-governance
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.	The corporate social responsibility page has been arranged in the Company's Integrated Activity Report for 2024, and the Company manages the Environmental Management System it has established to protect the environment and ensure continuity.
Any measures combating any kind of corruption including embezzlement and bribery	The measures taken to combat all kinds of corruption, including extortion and bribery, are regulated by the "Karsan Anti-Bribery and Anti-Corruption Policy".

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	In the Integrated Activity Report of the Company, explanations about whether the targets set in the previous periods have been achieved or not are included. Apart from this, there is no separate performance evaluation.
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	As a result of the distribution of duties made by the Board of Directors among the members of the Board of Directors elected at the Ordinary General Assembly meeting of our company dated 04.06.2024; It has been decided to elect İnan KIRAÇ as the Chairman of the Board of Directors, Giancarlo BOSCHETTI as the Deputy Chairman of the Board of Directors, and Okan BAŞ as the Executive Board Member.
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	It is included in the Risks and Evaluation of the Board of Directors section of the Integrated Activity Report published on the Public Disclosure Platform.
Name of the Chairman	İnan Kıraç
Name of the CEO	Okan Baş
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	Since the chairmSince the chairman of the board of directors and chief executive officer/general manager is not the same person, there is no connection to the PDP announcement.an of the board of directors and chief executive officer/general manager is not the same person, there is no connection to the PDP announcement.
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 damage caused by the faults of the members of the Board of Directors during their duties in the company is insured, and there is no connection with the PDP announcement since the insurance amount is less than 25% of the company's capital.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	There is no diversity policy on the company website to increase the ratio of female board members.
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
GIANCARLO BOSCHETTI		Male	Chairman of the Board	Mechanical Engineer	29/04/2008	Non-Executive	Yönetim Kurulu Başkan Vekili	Diasorin S.p.A Yönetim Kurulu Üyesi, Finde S.p.A. Yönetim Kurulu Üyesi	Yes	-	A Grubu	Dependent Member	-			-
MEHMET ALTAN SUNGAR		Male	Deputy Chairman of the Board	Economist	14/08/2015	Non-Executive	Yönetim Kurulu Üyesi	Karsan Europe Srl Yönetim Kurulu Başkanı, Karsan İç ve Dış Ticaret A.Ş. Yönetim Kurulu Başkanı, MaaS Global OY Yönetim Kurulu Üyesi, Karsan USA LLC Şirket Müdürü	Yes	-	B Grubu	Dependent Member				Riskin Erken Saptanması Komitesi Üyesi,Kurumsal Yönetim Komite Üyesi
OKAN BAŞ		Male	Executive Director	Mechanical Engineer	14/07/2016	Executive	Bağımsız Yönetim Kurulu Üyesi	Karsan Europe Srl Yönetim Kurulu Başkanı, Karsan İç ve Dış Ticaret A.Ş. Yönetim Kurulu Başkanı, Kıraça Holding Yönetim Kurulu Üyesi	Yes	-	A Grubu	Dependent Member	https://www.kap.org.tr/tr/Bildirim/931460			Riskin Erken Saptanması Komite Başkanı, Denetimden Sorumlu Komite Başkanı
NEVZAT TÜFEKÇİOĞLU		Male	Member of the Board	Managing Director / Chief Executive	05/04/2019	Non-Executive	Yönetim Kurulu Üyesi	Entek Elektrik Üretimi A.Ş Yönetim Kurulu Üyesi	Yes	-	B Grubu	Dependent Member	-		Yes	-
MÜFİT ATASEVEN		Male	Member of the Board	Managing Director / Chief Executive	27/05/2021	Non-Executive	Bağımsız Yönetim Kurulu Üyesi	Sabancı Üniversitesi Yönetici Geliştirme Birimi Stratejik Ortağı,MEFA Danışmanlık ve Interactifs Türkiye Yöneticisi	Yes	-	A Grubu	Independent Member	https://www.kap.org.tr/tr/Bildirim/1476889	Considered	No	Kurumsal Yönetim Komitesi Başkanı
AHMET NEZİH OLCAY		Male	Member of the Board	Managing Director / Chief Executive	21/04/2022	Non-Executive	Bağımsız Yönetim Kurulu Üyesi	-	Yes	-	B Grubu	Independent Member	https://www.kap.org.tr/tr/Bildirim/1476889	Considered	No	Riskin Erken Saptanması Komite Başkanı,Denetimden Sorumlu Komite Başkanı
HÜSEYİN KAAN ÖZKAN		Male	Member of the Board	Industrial Engineer	12/08/2025	Non-Executive	Bağımsız Yönetim Kurulu Üyesi	-	Yes	-	A Grubu	Independent Member	https://www.kap.org.tr/tr/Bildirim/1476889	Considered	No	Riskin Erken Saptanması Komite Üyesi,Denetimden Sorumlu Komite Üyesi

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	11
Director average attendance rate at board meetings	%98
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 are no working principles of the Board of Directors.
The name of the section on the corporate website that demonstrates information about the board charter	The manner in which the Company's Board of Directors meetings will be held is determined in Article 10 of the Company's articles of association. Apart from the company's articles of association, there is no other in-company regulation on the subject. The company's articles of association are available in the Investor Relations / Corporate Governance / Articles of Association 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 that restricts members from taking on other duties outside the company.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	General Information / Information on the Number of Board of Directors, Senior Executives and Personnel / Evaluation of the Committees of the Board of Directors section of the Integrated Annual Report of the published on the Public Disclosure Platform.
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/292862 https://www.kap.org.tr/tr/Bildirim/367856 https://www.kap.org.tr/tr/Bildirim/220029 https://www.kap.org.tr/tr/Bildirim/912937

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)	-	Nevzat Tüfekçioğlu	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Ahmet Nezih Olcay	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Müfit Ataseven	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Mehmet Altan Sungar	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	İbrahim Onur Baysal	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Nevzat Tüfekçioğlu	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Ahmet Nezih Olcay	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Mehmet Altan Sungar	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 included in the Risk Management and Internal Audit section of the Corporate Governance section of the Integrated Activity Report published on the Public Disclosure Platform.
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 included in the Risk Management and Internal Audit section of the Corporate Governance section of the Integrated Activity Report published on the Public Disclosure Platform.
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)	It is included in the Risk Management and Internal Audit section of the Corporate Governance section of the Integrated Activity Report published on the Public Disclosure Platform.
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 included in the Risk Management and Internal Audit section of the Corporate Governance section of the Integrated Activity Report published on the Public Disclosure Platform.
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 included in the Risk Management and Internal Audit section of the Corporate Governance section of the Integrated Activity Report published on the Public Disclosure Platform.

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)	In the section of the Integrated Activity Report of the Board of Directors published on the Public Disclosure Platform, the Company's Activities and Important Developments Related to the Activities / Whether the Goals Set in Previous Periods Have Been Achieved, whether the General Assembly Decisions Have Been Fulfilled, If the Goals Have Not Been Achieved or the Decisions Have Not Been Fulfilled.
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	investor-relations/corporate-governance/policies-and-rules-about-corporate-governance
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)	Financial Rights Provided to Members of the Board of Directors and Senior Executives section of the Integrated Activity Report of the Board of Directors published on the Public Disclosure Platform.

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%	6	6
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	67%	33%	6	6
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	67%	6	6