KAP

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	60 meetings were held with domestic and foreign institutional investors during 2023.
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/1117803
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	The invitation, agenda, dividend proposal and other documents written in Principle 1.3.1. (a-d) simultaneously presented to the AGM both in Turkish and English.
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 were no transactions in the context of Principle 1.3.9.
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 were no transactions in the context of Article 9 of the Communique on Corporate Governance.
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 were no common and continuous transactions in the context of Article 10 of the Communique on Corporate Governance.
The name of the section on the corporate website that demonstrates the donation policy of the company	Donation Policy, which is written and approved by the Board of Directors, is not disclosed through the website of the Company.
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved	Donation Policy has not been presented to the General Shareholders' Meeting.
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	There is no clause regarding the participation of stakeholders to the General Shareholders' Meeting in the Articles of Association.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Some of the stakeholders such as rating analysts, legal coensuls, auditers and employees attended the General Shareholders' Meeting as observers by the approval of the Head Office.
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.	Voting rights do not incorporate any privileges. However, holders of Class A shares enjoy privileges solely to nominate six members of the Board of Directors.
The percentage of ownership of the largest shareholder	%65,74
1.5. Minority Rights
Whether the scope of minority rights enlarged (in terms of content or the ratio) in the articles of the association	Hayır (No)
If yes, specify the relevant provision of the articles of association.	-
1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy	Investor Relations / Corporate Governance / Corporate Policies / 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.	There has been no Board resolution to purpose to the General Shareholders' Meeting not to distribute dividend since the Company went public.
PDP link to the related general shareholder meeting minutes in case the board of directors proposed to the general assembly not to distribute dividends	-

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
23/03/2023	0	%79,09	%0,1956	%78,85	Investor Relations / Corporate Governance / General Meeting	Investor Relations / Corporate Governance / General Meeting	No item in relation to the related part transactions	167	https://www.kap.org.tr/tr/Bildirim/1117803

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 is no ultimate non-corporate controlling shareholder.
List of languages for which the website is available	Turkish and English.
2.2. Annual Report
The page numbers and/or name of the sections in the Annual Report that demonstrate the information requested by principle 2.2.2.
a) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the duties of the members of the board of directors and executives conducted out of the company and declarations on independence of board members	Annual Report / Sustainability Principles Compliance Framework / 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	Annual Report / Sustainability Principles Compliance Framework / Number, Structure and Independence of Committees
c) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the number of board meetings in a year and the attendance of the members to these meetings	Annual Report / Sustainability Principles Compliance Framework / 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	Annual Report / Sustainability Principles Compliance Framework / Management's Discussion and Analysis of Financial Condition and Results of Operations Overview for the Year
d) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on significant lawsuits filed against the corporation and the possible results thereof	Annual Report / Sustainability Principles Compliance Framework / Risk Management and Internal Control Mechanism
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	Annual Report / Sustainability Principles Compliance Framework / Risk Management and Internal Control Mechanism
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%	Annual Report / Sustainability Principles Compliance Framework / Shareholders
g) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on social rights and professional training of the employees and activities of corporate social responsibility in respect of the corporate activities that arises social and environmental results	Annual Report / Sustainability Principles Compliance Framework / Social 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	Investor Relations / Corporate Governance / Corporate Policies / Compensation Policy
The number of definitive convictions the company was subject to in relation to breach of employee rights	2
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Audit Committee
The contact detail of the company alert mechanism	-
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	Investor Relations / Corporate Governance / Corporate Profile / Articles of Association
Corporate bodies where employees are actually represented	Employees are not 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	A succession plan has been developed to prevent any interruption possibility for the key management positions. The Board of Directors have the authority to determine the key management candidates, to set the trainning programmes and to assign them to the key positions in accordance with the strategic goals of the Company.
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.	Investor Relations / Corporate Governance / Sustainability Policies / Human Rights and Human Resources Policy
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.	Investor Relations / Corporate Governance / Sustainability Policies / Human Rights and Human Resources Policy
The number of definitive convictions the company is subject to in relation to health and safety measures	None.
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 / Corporate Policies / Code of Ethics
The name of the section on the company website that demonstrates the corporate social responsibility report. If such a report does not exist, provide the information about any measures taken on environmental, social and corporate governance issues.	Investor Relations / Financial Reports / Annual Report
Any measures combating any kind of corruption including embezzlement and bribery	All related principles and procedures are monitored for the purposes of orderly, efficient and effective execution of all acts and transactions of the company, including those of its peripheral organization, in line with the management strategy and policies within the framework of existing legislation and rules, ensuring the integrity and reliability of bookkeeping and record keeping systems, assuring timely and accurate availability of information in the data system, and preventing and identifying errors, fraud and irregularities. In addition, inspectors audit compliance with the legislation and corporate policies based on the needs of the management, independently of company's day to day operations. Within this context, an audit system has been established which encompasses all activities and units of the company, with a particular focus on the operation of the internal control system, which allows evaluation of these fields, and covers the systematic audit process resulting from the reporting and examination of evidence and findings used in evaluations. Moreover, the process is strengthening by trainning programmes. Finally, our Policy to Fight Against Bribery and Corruption has been approved by the Board of Directors, presented to the information of employees and disclosed to public through website.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	21.12.2023
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	There is no Board Member with specific delegated duties and authorities, and descriptions of such duties.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	11
Specify the name of the section or page number of the annual report that provides the summary of the review of the effectiveness of internal controls	Annual Report / Sustainability Principles Compliance Framework / Opinion of the Audit Committee on the Internal Control System
Name of the Chairman	Ebru Özşuca
Name of the CEO	Kenan Ayvacı
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	The Chairperson and CEO functions are not combined.
Link to the PDP notification stating that any damage that may be caused by the members of the board of directors during the discharge of their duties is insured for an amount exceeding 25% of the company's capital	A group liability insurance covering more than 25% of the capital has been subscribed but not disclosed to public.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	No policy regarding the gender diversification targeting women directors at the website.
The number and ratio of female directors within the Board of Directors	3 members of the Board of Directors, which consists of 9 members, are women by 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

EBRU ÖZŞUCA

Female

Chairman of the Board

Banker

15/04/2024

Non-Executive

Yönetim Kurulu Başkanı

Türkiye İş Bankası A.Ş. Genel Müdür Yardımcısı, Türkiye İş Bankası A.Ş. Mensupları Emekli Sandığı Vakfı A.Ş. Yönetim Kurulu Başkanı, Milli Reasürans T.A.Ş. Yönetim Kurulu Başkanı, Türkiye Şişe ve Cam Fabrikaları A.Ş. Yönetim Kurulu Üyesi

Yes

0

-

Dependent Member

-

ERTUĞRUL BOZGEDİK

Male

Deputy Chairman of the Board

Banker

29/06/2020

Non-Executive

Yönetim Kurulu Üyesi

-

Yes

0

-

Dependent Member

-

KENAN AYVACI

Male

Member of the Board

Finance Professional

01/02/2024

Executive

Genel Müdür Yardımcısı, Genel Müdür

Maxis Girişim Sermayesi Portföy Yönetimi A.Ş. Yönetim Kurulu Başkanı, Maxis Investments Ltd. Yönetim Kurulu Başkanı

Yes

0

-

Dependent Member

-

TUBA TEPRET

Female

Member of the Board

Banker

03/07/2019

Non-Executive

Yönetim Kurulu Üyesi

Türkiye İş Bankası A.Ş. Özel Bankacılık Pazarlama ve Satış Bölüm Müdürü

Yes

0

-

Dependent Member

-

CANSEL NURAY AKSOY

Female

Member of the Board

Banker

02/09/2022

Non-Executive

Yönetim Kurulu Üyesi

Türkiye İş Bankası A.Ş. İştirakler Bölümü Birim Müdürü, İş Yatırım Ortaklığı A.Ş. Yönetim Kurulu Üyesi, İş Girişim Sermayesi Yatırım Ortaklığı A.Ş. Yönetim Kurulu Üyesi, Efes Varlık Yönetim A.Ş. Yönetim Kurulu Üyesi, Yatırım Finansman Menkul Değerler A.Ş. Yönetim Kurulu Üyesi, Batı Karadeniz Elektrik Dağıtım ve Ticaret A.Ş. Yönetim Kurulu Üyesi, Maxis Girişim Sermayesi Portföy Yönetimi A.Ş. Yönetim Kurulu Üyesi, Yüzüncü Yıl Teknoloji Girişimleri A.Ş. Yönetim Kurulu Üyesi, Levent Varlık Kiralama A.Ş. Yönetim Kurulu Üyesi, TIBAS Ventures BV Yönetim Kurulu Başkanı

Yes

0

-

Dependent Member

-

Kurumsal Yönetim Komitesi Üyesi, Riskin Erken Saptanması Komitesi Üyesi

AYDIN ÖZCAN

Male

Member of the Board

Banker

25/11/2024

Non-Executive

Yönetim Kurulu Üyesi

Türkiye İş Bankası A.Ş. Sermaye Piyasaları Bölüm Müdürü

Yes

0

-

Dependent Member

-

HASAN EMRE AYDIN

Male

Member of the Board

Banker

20/03/2020

Non-Executive

Yönetim Kurulu Bağımsız Üyesi

Elsan Elektrik ve Ticaret A.Ş. Yönetim Kurulu Üyesi, Elsan Yatırım Elektrik ve Ticaret A.Ş. Yönetim Kurulu Üyesi, Faturalab Elektronik Ticaret ve Bilişim Hizmetleri A.Ş. Yönetim Kurulu Başkan Yardımcısı, Levent Varlık Kiralama A.Ş. Yönetim Kurulu Üyesi

Yes

0

-

Independent Member

-

Considered

No

Riskin Erken Saptanması Komitesi Başkanı, Denetimden Sorumlu Komite Üyesi

ALİ HAKAN KARA

Male

Member of the Board

Economist

20/03/2020

Non-Executive

Yönetim Kurulu Bağımsız Üyesi

Bilkent Üniversitesi İktisat Bölümü Öğretim Üyesi

Yes

0

-

Independent Member

-

Considered

No

Denetimden Sorumlu Komite Başkanı

İZZET SELİM YENEL

Male

Member of the Board

Other

20/03/2020

Non-Executive

Yönetim Kurulu Bağımsız Üyesi

Global İlişkiler Forumu İcra Kurulu Başkanı

No

0

-

Independent Member

-

Considered

No

Kurumsal Yönetim Komitesi Başkanı, 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	%95
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	3
The name of the section on the corporate website that demonstrates information about the board charter	Investor Relations / Corporate Governance / Corporate Policies / Operating Principles of Board of Directors
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	It is stipulated in the Articles of Association that the external commitments of the Board of Directors are subject to the general provisions but may not seek authorizIation from the General Shareholders' Meeting to be exempted from prohibiton on conducting business or competing with the company.
4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Integrated Annual Report / Board of Directors / Numbers, Structures and Independence of the Committees
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/365669

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 Hakan Kara	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Hasan Emre Aydın	Hayır (No)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	İzzet Selim Yenel	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	İzzet Selim Yenel	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Cansel Nuray Aksoy	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Fatih Mehmet Yılmaz	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Hasan Emre Aydın	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Cansel Nuray Aksoy	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)	Website; Investor Relations / Corporate Governance / Corporate Policies / Operating Principles 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)	Website (www.isinvestment.com); Investor Relations / Corporate Governance / Corporate Policies / Operating Principles 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)	The Corporate Governance Committee has also taken the function of the responsibilities of Nomination Committee.
Specify where the activities of the early detection of risk committee are presented in your annual report or website (Page number or section name in the annual report/website)	Website; Investor Relations / Corporate Governance / Corporate Policies / Operating Principles 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)	The Corporate Governance Committee has also taken the function of the responsibilities of 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)	Annual Report / Sustainability Principles Compliance Framework / Management's Discussion and Analysis of Financial Condition and Results of Operations Overview for the Year
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Not presented.
Specify where the individual remuneration for board members and senior executives are presented in your annual report (Page number or section name in the annual report)	Annual Report / Sustainability Principles Compliance Framework / Financial Rights Extended to the Board of Directors

Composition of Board Committees-II

Names Of The Board Committees	Name of committees defined as "Other" in the first column	The Percentage Of Non-executive Directors	The Percentage Of Independent Directors In The Committee	The Number Of Meetings Held In Person	The Number Of Reports On Its Activities Submitted To The Board
Denetim Komitesi (Audit Committee)	-	%100	%100	11	11
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	%67	%33	7	7
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	%100	%50	11	11

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