KAP

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	Number of investor conferences and meetings held by the company throughout the year In addition to the phone calls with investors throughout the year, 6 online meetings were held.
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/tr/Bildirim/1123568
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Yes, they were The General Assembly Meeting Call, the General Assembly Agenda, the General Assembly Information Document and the Power of Attorney sample were announced simultaneously in Turkish and in English on the Public Disclosure Platform (PDP), and the General Assembly Meeting Minutes in English were uploaded to the corporate website as soon as possible after the announcement made on PDP.
The links to the PDP announcements associated with the transactions that are not approved by the majority of independent directors or by unanimous votes of present board members in the context of Principle 1.3.9	There is no such transaction.
The links to the PDP announcements associated with related party transactions in the context of Article 9 of the Communique on Corporate Governance (II-17.1)	There is no such transaction.
The links to the PDP announcements associated with common and continuous transactions in the context of Article 10 of the Communique on Corporate Governance (II-17.1)	https://www.kap.org.tr/tr/Bildirim/1173970
The name of the section on the corporate website that demonstrates the donation policy of the company	Investor Relations / Eczacıbaşı Pharmaceutical and Industrial Investment Co. / Corporate Governance / Company Policies / Donation and Aid Policy
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved	https://www.kap.org.tr/tr/Bildirim/1021617
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	There is no such article in the Articles of Association. It is possible for stakeholders to attend the General Assembly Meetings without the right to speak.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Some of the employees of Eczacıbaşı Group and our Company attended the Ordinary General Assembly Meeting, where the activities of the year 2022 were discussed.
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	%50,62
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 / Eczacıbaşı Pharmaceutical and Industrial Investment Co. / Corporate Governance / Company Policies / Dividend Distribution 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.	A decision has been taken to distribute dividends.
PDP link to the related general shareholder meeting minutes in case the board of directors proposed to the general assembly not to distribute dividends	A decision has been taken 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
11/04/2023	0	%83,45	%1	%82,89	Investor Relations / Eczacıbaşı Pharmaceutical and Industrial Investment Co. / General Assembly / Minutes of General Assembly	Investor Relations / Eczacıbaşı Pharmaceutical and Industrial Investment Co. / General Assembly / Minutes of General Assembly-After the General Assembly Questions Answered in Writing	None.	0	https://www.kap.org.tr/tr/Bildirim/1123568 ; https://www.kap.org.tr/tr/Bildirim/1136575 ; https://www.kap.org.tr/tr/Bildirim/1140067

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 / Eczacıbaşı Pharmaceutical and Industrial Investment Co. / Financial Information / Special Case Disclosures and Presentations - Corporate Governance - General Assembly - Contact Us
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 / Eczacıbaşı Pharmaceutical and Industrial Investment Co. / About Us / Shareholder 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	Corporate Governance / Board of Directors and Corporate Governance / Statements of Independence
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	Corporate Governance / 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	Corporate Governance / 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 legislative changes that may significantly affect the company's activities. Explanation is provided in the ?Other Legal Matters? section of the Annual Report.
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 is no lawsuit filed against the company that may affect its financial situation. Explanation is provided in the ?Other Legal Matters? section of the Annual Report.
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	Explanation is provided in the ?Other Legal Matters? section of the Annual Report.
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%	Explanation is provided in the ?Other Legal Matters? section of the Annual Report.
g) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on social rights and professional training of the employees and activities of corporate social responsibility in respect of the corporate activities that arises social and environmental results	Corporate Governance section

3.1. Corporation’s Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	Although there is no written compensation policy in the internal regulations, the compensation rights of the stakeholders are governed in accordance with the norms of the Turkish law and international law.
The number of definitive convictions the company was subject to in relation to breach of employee rights	None.
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Eczacıbaşı Group Compliance Board
The contact detail of the company alert mechanism	E-mail: uyum@eczacibasi.com.tr Phone: (0 212) 371 72 72 Fax: (0 212) 371 72 66
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	Eczacıbaşı Group's internal regulations are not publicly available.
Corporate bodies where employees are actually represented	Eczacıbaşı Group's employees participate in Occupational Health and Safety Committee, Sustainability Commissions, and Equal Opportunity Committees.
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	Succession plans for key executive positions are developed by the Company's Human Resources Planning Committee. They are followed by Talent and Remuneration Committees across the organization and the Group.
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.	The Gender Equality and Equal Opportunities Policy is available at www.eczacibasi.com.tr under Investor Relations / Eczacıbaşı Pharmaceutical and Industrial Investment Co. / Corporate Governance / Company Policies / Gender Equality and Equal Opportunities Policy, while the summary of human resources policy which contains the personnel recruitment criteria is available at www.eczacibasi.com.tr under Come Alive at Eczacıbaşı / Come Alive for Your Career.
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.	Eczacıbaşı Group's human resources policy, which describes measures to prevent discrimination and ill-treatment, is available at www.eczacibasi.com.tr under Code of Conduct.
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 / Eczacıbaşı Pharmaceutical and Industrial Investment Co. / Corporate Governance / Code of Conduct
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.	Information on the corporate responsibility activities carried out across the Eczacıbaşı Group is available at www.eczacibasi.com.tr under For Our Future / Social Responsibility. Additionally, the Environmental, Social, Corporate Governance Policy is published at www.eczacibasi.com.tr under Investor Relations / Eczacıbaşı Pharmaceutical and Industrial Investment Co. / Corporate Governance / Company Policies / Environmental, Social, Corporate Governance Policy.
Any measures combating any kind of corruption including embezzlement and bribery	The measures taken by the Eczacıbaşı Group to fight corruption are described in the Code of Conduct booklet, which is available at www.eczacibasi.com.tr under Code of Conduct.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	01/03/2024
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 of authority took place among the Board Members.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	0
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	Risk Management and Internal Audit Activities
Name of the Chairman	Ferit Bülent Eczacıbaşı
Name of the CEO	Emin Fadıllıoğlu (CEO)
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	These roles are not occupied by 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	Insurance coverage has been provided under the Group's umbrella insurance, and the insurance amount exceeds 25% of the Company's capital. No PDP announcement was made as the insurance is under the Group's umbrella insurance.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	Investor Relations / Eczacıbaşı Pharmaceutical and Industrial Investment Co. / Corporate Governance / Company Policies / Gender and Equal Opportunity Policy
The number and ratio of female directors within the Board of Directors	Number: 1. Percentage: 16.67%

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

FERİT BÜLENT ECZACIBAŞI

Male

Chairman of the Board

Businessman / Businesswoman

03/04/1981

Non-Executive

Chairman of the Board of Directors

Eczacıbaşı Holding A.Ş. - Chairman of the Board of Directors Chairman of the Board of Presidents (Executive Board) of Eczacıbaşı Group Chairman of the Boards of Directors at companies of Eczacıbaşı Group

Yes

0

---

Dependent Member

---

None

RAHMİ FARUK ECZACIBAŞI

Male

Vice Chairman of the Board

Businessman / Businesswoman

31/03/1993

Non-Executive

Vice Chairman of the Board of Directors

Eczacıbaşı Holding A.Ş. - Vice Chairman of the Board of Directors Vice Chairman of the Board of Presidents (Executive Board) of Eczacıbaşı Group Chairman and Vice-Chairman of the Boards of Directors at companies of Eczacıbaşı Group

Yes

0

---

Dependent Member

---

None.

ATALAY MUHARREM GÜMRAH

Male

Member of the Board

Managing Director / Chief Executive

12/04/2018

Non-Executive

Member of the Board of Directors

Eczacıbaşı Group - CEO Eczacıbaşı Holding A.Ş. - General Manager Member of the Boards of Directors at companies of Eczacıbaşı Group

Yes

0

---

Dependent Member

---

Committee of Early Detection of Risk - Member

SEYFETTİN SARIÇAM

Male

Member of the Board

Managing Director / Chief Executive

09/04/2020

Non-Executive

-

Eczacıbaşı Holding A.Ş Head of Financial Affairs and Financing Group Member of the Boards of Directors at companies of Eczacıbaşı Group

Yes

0

---

Dependent Member

---

Corporate Governance Committee - Member

HASAN TOKER ALBAN

Male

Member of the Board

Economist

12/04/2018

Non-Executive

Independent Member of the Board of Directors

İntema İnşaat ve Tesisat Malzemeleri Yatırım ve Pazarlama A.Ş. - Independent Member of the Board of Directors

Yes

0

---

Independent Member

https://www.kap.org.tr/tr/Bildirim/669953

Considered

No

Audit Committee - President Corporate Governance Committee - President

ZÜHAL ATANAN

Female

Member of the Board

Economist

12/04/2018

Non-Executive

Independent Member of the Board of Directors

İntema İnşaat ve Tesisat Malzemeleri Yatırım ve Pazarlama A.Ş. - Independent Member of the Board of Directors

Yes

0

---

Independent Member

https://www.kap.org.tr/tr/Bildirim/669953

Considered

No

Committee of Early Detection of Risk - President Audit Committee - Member

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period.	4 physical meetings (the other 20 meeting decisions were taken by circulating the related documents.)
Director average attendance rate at board meetings	%96,3
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	The documents on the agenda items are submitted by the secretariat to the Board Members at least three (3) business days prior to the meeting date.
The name of the section on the corporate website that demonstrates information about the board charter	Investor Relations / Eczacıbaşı Pharmaceutical and Industrial Investment Co. / Corporate Governance / Working Procedures and Principles of the Board of Directors
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	There is no such policy in place. However, as a principle, Board Members can take on roles in Eczacıbaşı Group's affiliates, while they cannot take on roles in other companies outside the Group.
4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Corporate Governance / Board of Directors
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/817970 ; https://www.kap.org.tr/tr/Bildirim/820231

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)	-	Hasan Toker Alban	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Zühal Atanan	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Hasan Toker Alban	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Seyfettin Sarıçam	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Simay Ağaçdiken Ünal	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Zühal Atanan	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Atalay Muharrem Gümrah	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)	Annual Report / Corporate Governance / Board of Directors / Audit Committee
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)	Annual Report / Corporate Governance / Board of Directors / Corporate Governance Committee
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)	No separate Nomination Committee was formed pursuant to article 4.5.1 of the Communiqué no. II.171; the duties of the Nomination Committee are fulfilled by the Corporate Governance Committee. Annual Report / Corporate Governance / Board of Directors / Corporate Governance 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)	Annual Report / Corporate Governance / Board of Directors / Early Detection of Risk Committee
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)	No separate Remuneration Committee was formed pursuant to article 4.5.1 of the Communiqué no. II.1711; the duties of the Remuneration Committee are fulfilled by the Corporate Governance Committee. Annual Report / Corporate Governance / Board of Directors / Corporate Governance 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, Page 17
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor Relations / Eczacıbaşı Pharmaceutical and Industrial Investment Co. / Corporate Governance / Remuneration Policy
Specify where the individual remuneration for board members and senior executives are presented in your annual report (Page number or section name in the annual report)	Corporate Governance / Benefits Granted to the Members of the Board of Directors and Senior Managers

Composition of Board Committees-II

Names Of The Board Committees	Name of committees defined as "Other" in the first column	The Percentage Of Non-executive Directors	The Percentage Of Independent Directors In The Committee	The Number Of Meetings Held In Person	The Number Of Reports On Its Activities Submitted To The Board
Denetim Komitesi (Audit Committee)	-	%100	%100	4	8
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	%67	%33	3	6
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	%100	%50	6	7

EİS ECZACIBAŞI İLAÇ SINAİ VE FİNANSAL YATIRIMLAR SANAYİ VE TİCARET A.Ş.

ECILC

EİS ECZACIBAŞI İLAÇ SINAİ VE FİNANSAL YATIRIMLAR SANAYİ VE TİCARET A.Ş.