KAP

KARTONSAN KARTON SANAYİ VE TİCARET A.Ş.

KARTN

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

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	None.
The number of special audit requests that were accepted at the General Shareholders' Meeting	None.

1.3. General Assembly
Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)	https://www.kap.org.tr/tr/Bildirim/1120262 ve https://www.kap.org.tr/tr/Bildirim/1120263
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	No.
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	None.
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)	None.
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)	In accordance with the Corporate Governance Communique (II-17.1) article 10, there exists no continous transactions with subsidiaries, associates and related parties above the rates specified in article 10.
The name of the section on the corporate website that demonstrates the donation policy of the company	None.
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/1129707
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Article 16
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Shareholders are the only attendants of the General Assembly Meeting. However, there has been no restriction regarding the participation of stakeholders in the General Assembly Meeting. Managers, employees, guests, audio and video technicians, press members and other individuals can also attend and participate in General Assembly Meeting in case of necessary permission has been granted.

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.	None.
The percentage of ownership of the largest shareholder	%34,39

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.	None.

1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy	The investor relations/profit distribution policy is disclosed on the website address of the Company which is presented at the address below:https://www.kartonsan.com.tr/tr/page.php?id=48
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.	None.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	None.

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
09/07/2024	0	%79,13	%0,00	%79,13	Investor Relations	Investor Relations	None.	43	https://www.kap.org.tr/tr/Bildirim/1007629

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	It is available in the Investor Relations section in the Company's website. http://www.kartonsan.com.tr/tr/#
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.	It is available in the Investor Relations/General Assembly section in the Company's website. http://www.kartonsan.com.tr/tr/page.php?id=37
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	Other Information And Matters That Must Be Explained Pursuant To The Legislation
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	Other Information And Matters That Must Be Explained Pursuant To The Legislation
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	Other Information And Matters That Must Be Explained Pursuant To The Legislation
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	Other Information And Matters That Must Be Explained Pursuant To The Legislation
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	Notes to the consolidated financial statements/Note 14
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	None.
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%	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	Kartonsan And Human Resources Page Number and Corporate Socıal 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	It has not been presented under Kartonsan corporate website.
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)	Chief Manager of Human Resources and Quality Systems
The contact detail of the company alert mechanism	insankaynaklari@kartonsan.com.tr

3.2. Supporting the Participation of the Stakeholders in the Corporation's Management
Name of the section on the corporate website that demonstrates the internal regulation addressing the participation of employees on management bodies	Necessary disclosures have not been made on the website even though employees participate in the wide variety of committees. The Company has not adopted such policy accordingly.
Corporate bodies where employees are actually represented	Occupational Health and Safety Committee, Disciplinary Board, Broadcasting Board, Social and Cultural Activities Board, Board of Investment Comittee, Corrective and Preventive Actions Board

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 Company has no succession planning regarding key management personnel.
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.	https://www.kartonsan.com.tr/tr/page.php?id=65; http://www.kartonsan.com.tr/tr/page.php?id=12 ve http://www.kartonsan.com.tr/tr/page.php?id=11
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.	https://www.kartonsan.com.tr/tr/page.php?id=65
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.kartonsan.com.tr/tr/page.php?id=65
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.	Kartonsan complies with the all rules, regulations and ethical rules regarding the environment, consumers and public health. In addition, Kartonsan has been audited by Bureau Veritas and has ISO 14001 Environmental Management System, ISO 45001 Occupational Health and Safety Management System and ISO 50001 Energy Management System certificates. The Company has been implemented all necessary activities and operations to fulfill the requirements with pursuing maximum care policy for both the safety of the employees and sensivity to the environment. Direct discharge of process water is prevented by the waste water treatment facility. Accordingly, the waste water treatment facility output values ??are controlled constantly. Kartonsan is fighting with environmental pollution by giving other wastes to licensed companies and recycling and disposal these wastes with the direct treatment. The Company contributes to the economy with the forest protection by using 91% waste paper in cardboard production. Every year, the ambient noise level is measured 24 hours in and around the factory production site and noise level is tried to within the legal limits in accordance with the rules and legislation. Kartonsan's primary aim is minimizing environmental pollution and achieve this through using natural gas, generating its own electrical energy and making necessary emission measurements on time. In addition, Kartonsan has adopted social welfare policies and provides social aid to sports clubs, municipalities, public institutions, associations and foundations in the region where production facilities are located.
Any measures combating any kind of corruption including embezzlement and bribery	Kartonsan has been established an efficient internal control mechanism and fights against all kinds of corruption including extortion and bribery. Each employee has its own job description and knows its authorisation limit determined by the Company. Kartonsan is represented with at least double signature authority.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	None.
Whether the board evaluation was externally facilitated	Hayır (No)
Whether all board members released from their duties at the GSM	Evet (Yes)
Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties	No delegation was made among the board members.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	There isn't unit of Internal Control Systems and Audit
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	There isn't unit of Internal Control Systems and Audit
Name of the Chairman	İlker Cengiz
Name of the CEO	Ümit Özkan
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	None.
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	None.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	None.
The number and ratio of female directors within the Board of Directors	The number of female members in the board of directors is 3, and the rate of female members among the total members of the board of directors is 25%.

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
İLKER CENGİZ		Male	Chairman of the Board	Lawyer	05/05/2020	Non-Executive	-	YÖNETİM KURULU ÜYELİĞİ	No	-	-	Dependent Member		Not Considered	No
ASLI BALKIR		Female	Vice Chairman of the Board	Electronics Engineer	02/08/2001	Non-Executive	YÖNETİM KURULU ÜYELİĞİ VE BAŞKAN YARDIMCILIĞI	YÖNETİM KURULU ÜYESİ	No	-	-	Dependent Member		Not Considered	No
SÜLEYMAN KAYA		Male	Vice Chairman of the Board	Mechanical Engineer	06/02/2006	Non-Executive	YÖNETİM KURULU ÜYELİĞİ	YÖNETİM KURULU ÜYESİ	No	-	-	Dependent Member		Not Considered	No	Riskin Erken Saptanması Komitesi-Üye
ÜNAL BOZKURT		Male	Member of the Board	Academician	05/10/2010	Non-Executive	YÖNETİM KURULU ÜYELİĞİ VE BAŞKAN YARDIMCILIĞI	YÖNETİM KURULU ÜYESİ	Yes	-	-	Dependent Member		Not Considered	No	Kurumsal Yönetim Komitesi-Üye, Riskin Erken Saptanması Komitesi-Üye
MEHMET İMREGÜN		Male	Member of the Board	Mechanical Engineer	21/03/2011	Non-Executive	YÖNETİM KURULU ÜYELİĞİ	YÖNETİM KURULU ÜYESİ	No	-	-	Dependent Member		Not Considered	No
HATİCE CANAN PAK İMREGÜN		Female	Member of the Board	Business and administration professionals	01/10/2012	Non-Executive	YÖNETİM KURULU ÜYELİĞİ	YÖNETİM KURULU ÜYESİ	Yes	-	-	Dependent Member		Not Considered	No
ÜMİT ÖZKAN		Male	Member of the Board	Industrial Engineer	15/08/2024	Executive	YÖNETİM KURULU ÜYELİĞİ VE GENEL MÜDÜR	YÖNETİM KURULU ÜYESİ	No	-	-	Dependent Member		Not Considered	No
RECEP BİLDİK		Male	Member of the Board	Academician	31/03/2022	Non-Executive	-	ÖĞRETİM ÜYESİ	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1007629	Considered	No	Denetim Komitesi-Üye, Kurumsal Yönetim Komitesi-Üye
RÜYA ESER		Female	Member of the Board	Academician	31/03/2022	Non-Executive	-	ÖĞRETİM ÜYESİ	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1007629	Considered	No	Denetim Komitesi-Üye, Riskin Erken Saptanması Komitesi-Başkanı
ALİ ERSİN GÜREDİN		Male	Member of the Board	Academician	09/07/2024	Non-Executive	-	Öğretim Görevlisi	No	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1297360	Considered	No	Denetim Komitesi-Başkan,
AHMET SERA ÖZBAŞAR		Male	Member of the Board	Academician	09/07/2024	Non-Executive	-	ÖĞRETİM GÖREVLİSİ	No	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1297360	Considered	No	Kurumsal Yönetim Komitesi-Başkan

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	32
Director average attendance rate at board meetings	%95
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	1 week
The name of the section on the corporate website that demonstrates information about the board charter	Investor Relations/Presented under Articles of Association section (Articles of Association, article 11).
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	None.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Other Information And Matters That Must Be Explained Pursuant To The Legislation
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/204784 ve https://www.kap.org.tr/tr/Bildirim/339032

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)	-	Ali Ersin Güredin	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Recep Bildik	Hayır (No)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Rüya Eser	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Ahmet Sera Özbaşar	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Recep Bildik	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Ünal Bozkurt	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Bülent Yılmaz	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Rüya Eser	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Süleyman Kaya	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Ünal Bozkurt	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)	Other Information And Matters That Must Be Explained Pursuant To The Legislation
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)	Other Information And Matters That Must Be Explained Pursuant To The Legislation
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)	Other Information And Matters That Must Be Explained Pursuant To The Legislation
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)	Other Information And Matters That Must Be Explained Pursuant To The Legislation
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)	None.

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)	General Manager?s Assessment
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	None.
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)	Other Information And Matters That Must Be Explained Pursuant To The Legislation

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)	-	75%	50%	6	6
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	66.67%	6	6