VAKIF GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.

Governance Information • Apr 29, 2025

AUDIT COMMITTEE TASKS AND WORKING PRINCIPLES

1. Audit Committee

1.1 Formation of the Audit Committee

a) An "Audit Committee" is formed, consisting of at least two members, who are to be appointed among the members of the Board of Directors.

b) The Board of Directors appoints a Chairperson and a Deputy Chairperson among the committee members.

c) All of the members of the Audit Committee are appointed among the independent members of the Board of Directors.

d) A person who is not a member of the Board of Directors is not allowed to be a member of the Audit Committee.

e) It is preferable if possible that at least one member of the audit Committee has an experience of at least 5 years in the field of audit/accounting and finance.

f) A member of the Audit Committee may not hold this position after he or she is no longer a member of the Board of Directors.

1.2 Tasks and Responsibilities of the Audit Committee

• a) The Audit Committee supervises the company's accounting system, the public disclosure of the financial information, the independent audit thereon, and the operation and efficiency of the internal control and internal audit system.
• b) The procedures to choose the independent audit firm, prepare the independent audit agreement, initiate the independent audit process, and, the operations of the independent audit firm at all and every stages are carried out under the supervision of the Audit Committee.
• c) The Audit Committee identifies the independent audit form, from which the company receives services, and the services that are to be received therefrom, and submits the same to the Board of Directors for approval.
• d) The Audit Committee identifies the methods and criteria that are to be implemented to review the complaints received by the company concerning the accounting, internal control and internal audit system as well as the independent audit of the company, close them properly, and ensure that the notices submitted by the employees concerning the accounting and independent audit of the company are assessed confidentially.
• e) The Audit Committee provides the Board of Directors with a written report on its assessment about the accuracy and conformity of the annual and interim period financial statements that are to be publicly disclosed with the applicable accounting principles of the company, taking the opinions of the respective executives and independent auditors of the company.
• f) The Audit Committee immediately notifies the Board of Directors in writing of its findings and assessments in connection with its own tasks and area of responsibility.
• g) The Audit Committee performs and carries out such other tasks and responsibilities as may be conferred by the Board of Directors.

1.3 Working Procedures and Principles of the Audit Committee

• a) The Audit Committee meets at least four times a year and at least once every three months.
• b) The members of the Audit Committee carries out their tasks in line with the principles of independence and impartiality.
• c) The resolutions adopted by the Audit Committee are kept on the Book of Resolutions of the Board of Directors, and these resolutions are assigned a sequence number on this book.
• d) A resolution of the Audit Committee enters into force upon the approval thereof by the Board of Directors.
• e) The Audit Committee immediately notifies the Board of Directors of its findings and assessments as well as suggestions in the field of its tasks and area of responsibility.
• f) An explanation is provided on the annual report about the activities and meeting results of the Audit Committee. The annual report also specifies the number of written notices of the Audit Committee submitted to the Board of Directors within an accountancy period.
• g) The Audit Committee may invite any person to its meetings and obtain their opinions.
• h) The Investors Relations Unit carries out the procedures concerning the identification of the agenda items of the meetings of the Audit Committee, the calls for the meetings, the establishment of contact with the members of the Audit Committee, and the performance of the secretarial procedures.
• i) The Board of Directors provides any type of sources and supports during the performance by the Audit Committee of its tasks.
• j) The Audit Committee may make use of the expert opinions of independent professionals in respect of such subjects as may require expert in connection with the operations of the Audit Committee upon the approval thereof by the Board of Directors.
• k) An explanation is provided on the annual report about the activities and meeting results of the Audit Committee. The annual report also specifies the number of written notices of the Audit Committee submitted to the Board of Directors within an accountancy period.

EARLY DETECTION OF RISK COMMITTEE TASKS AND WORKING PRINCIPLES

1. Early Detection of Risk Committee

1.1 Formation of the Early Detection of Risk Committee

• a) An "Early Detection of Risk Committee" is formed, consisting of at least two members, who are to be appointed among the members of the Board of Directors.
• b) The Early Detection of Risk Committee appoints a Chairperson among the committee members. A person who is not a member of the Board of Directors may be a member of the Early Detection of Risk Committee, who is an expert in this respect.
• c) It is mandatory that both members in case of two members in the Early Detection of Risk Committee, and the majority of the members, in case of more than two members the Early Detection of Risk Committee, are the non-executive members of the Board of Directors.
• d) A member of the Early Detection of Risk Committee may not hold this position after he or she is no longer a member of the Board of Directors.

1.2 Tasks and Responsibilities of the Early Detection of Risk Committee

• a) The Early Detection of Risk Committee makes efforts in order to early detect the risks that may endanger the existence, development and continuance of the Company, and take measures concerning such risks identified in this manner, and manage them accordingly.
• b) The Early Detection of Risk Committee provides the Board of Directors a written report on its suggestions and opinions intended to minimize the impacts of such risks that may affect all the stakeholders, and create and develop a risk management system for the Company accordingly.
• c) The Early Detection of Risk Committee reviews the risk management system of the Company at least once a year.
• d) The Early Detection of Risk Committee supervises the practices concerning the risk management, and the conformity thereof with the respective resolutions of the Early Detection of Risk Committee and Board of Directors.
• e) The Early Detection of Risk Committee reviews the findings and assessments concerning the risk management, which are to be included on the annual report of the Company.
• f) The Early Detection of Risk Committee performs and carries out such other tasks and responsibilities as may be conferred by the Board of Directors.

1.3 Working Procedures and Principles of the Early Detection of Risk Committee

• a) The Early Detection of Risk Committee meets at least four times a year and at least once every three months.
• b) The Early Detection of Risk Committee meets with the participation of all the members and a resolution is adopted with the majority of the attending members.
• c) The resolutions adopted by the Early Detection of Risk Committee are kept on the Book of Resolutions of the Board of Directors, and these resolutions are assigned a sequence number on this book.
• d) A resolution of the Early Detection of Risk Committee enters into force upon the approval thereof by the Board of Directors.
• e) The Early Detection of Risk Committee immediately notifies the Board of Directors of its findings and assessments as well as suggestions in the field of its tasks and area of responsibility.
• f) The Early Detection of Risk Committee may invite any person to its meetings and obtain their opinions.
• g) The Investors Relations Unit carries out the procedures concerning the identification of the agenda items of the meetings of the Early Detection of Risk Committee, the calls for the meetings, the establishment of contact with the members of the Early Detection of Risk Committee, and the performance of the secretarial procedures.
• h) The Board of Directors provides any type of sources and supports during the performance by the Early Detection of Risk Committee of its tasks.
• i) The Early Detection of Risk Committee may make use of the expert opinions of independent professionals in respect of such subjects as may require expert in connection with the operations of the Early Detection of Risk Committee upon the approval thereof by the Board of Directors. The cost of such consultancy services the Early Detection of Risk Committee may need is borne by the Company.
• j) The members of the Early Detection of Risk Committee carries out their tasks in line with the principles of independence and impartiality

CORPORATE GOVERNANCE COMMITTEE TASKS AND WORKING PRINCIPLES

1. Corporate Governance Committee

1.1 Formation of the Corporate Governance Committee

• a) A "Corporate Governance Committee" consisting of at least two members, who are to be appointed among the members of the Board of Directors, and the executive of the Investors Relations Unit, is formed.
• b) The Corporate Governance Committee appoints a Chairperson among the committee members. The Committee Chairperson is appointed among the independent members of the Board of Directors. A person who is not a member of the Board of Directors may be a member of the Corporate Governance Committee, who is an expert in this respect.
• c) It is mandatory that both members in case of two members in the Corporate Governance Committee, and the majority of the members, in case of more than two members the Corporate Governance Committee, are the non-executive members of the Board of Directors. The General Manager is not allowed to be in the Corporate Governance Committee.
• d) It is mandatory that the senior executive in charge of the Investor Relations Unit is full time employed at the Company, and appointed to the position of member of the Corporate Governance Committee.
• e) A member of the Corporate Governance Committee may not hold this position after he or she is no longer a member of the Board of Directors.

1.2 Tasks and Responsibilities of the Corporate Governance Committee

• a) The Corporate Governance Committee identifies whether the corporate governance principles are applied in the Company, the reason if not, and the possible conflicts of interests due to the failure to fully comply with these principles, and provides the Board of Directors with suggestions intended to improve the corporate governance practices.
• b) The Corporate Governance Committee supervises the efforts of the Investors Relations Unit. The Corporate Governance Committee identifies the basic principles concerning the communication of the company with the investors and, reviews the same on a regular basis.
• c) Acting in corporation with the Investors Relations Unit, the Corporate Governance Committee provides the Board of Directors with suggestions intended to improve the procedures to ensure that an efficient communication is available between the Company and the shareholders, solve the possible disagreements accordingly.
• d) The Corporate Governance Committee reviews the Corporate Governance Principles Compliance Report before the publication thereof on the annual report of the Company, and provides the Board of Directors with its opinions thereon.
• e) The Corporate Governance Committee provides suggestions and assessments as to identify or amend the Information Policy, and submits them to the Board of Directors. The Corporate Governance Committee procures that the Information Policy has the minimum contents as required under the applicable legislation for the communication of the Company with the stakeholders, and the scope, content, amount and accuracy of the documents, presentations and explanations prepared by the Company for information purposes are reviewed and prepared in accordance with the Information Policy.
• f) The Corporate Governance Committee makes efforts to ensure that the corporate governance culture is adopted in the Company, and complied with by the executives and employees at any level. The Corporate Governance Committee monitors the local and international developments in the field of corporate governance, and make research on the possible consequences thereof on the Company.
• g) The Corporate Governance Committee performs and carries out such other tasks and responsibilities as may be conferred by the Board of Directors.
• h) The Corporate Governance Committee also carries out the tasks of the Nomination Committee and the Remuneration Committee.

1.3 Working Procedures and Principles of the Corporate Governance Committee

• a) The Corporate Governance Committee meets at least four times a year and at least once every three months.
• b) The Corporate Governance Committee meets with the participation of all the members and a resolution is adopted with the majority of the attending members.
• c) The resolutions adopted by the Corporate Governance Committee are kept on the Book of Resolutions of the Board of Directors, and these resolutions are assigned a sequence number on this book.
• d) A resolution of the Corporate Governance Committee enters into force upon the approval thereof by the Board of Directors.
• e) The Corporate Governance Committee immediately notifies the Board of Directors of its findings and assessments as well as suggestions in the field of its tasks and area of responsibility.
• f) The Corporate Governance Committee may invite any person to its meetings and obtain their opinions.
• g) The Investors Relations Unit carries out the procedures concerning the identification of the agenda items of the meetings of the Corporate Governance Committee, the calls for the meetings, the establishment of contact with the members of the Corporate Governance Committee, and the performance of the secretarial procedures.
• h) The Board of Directors provides any type of sources and supports during the performance by the Corporate Governance Committee of its tasks.
• i) The Corporate Governance Committee may make use of the expert opinions of independent professionals in respect of such subjects as may require expert in connection with the operations of the Corporate Governance Committee upon the approval thereof by the Board of Directors. The cost of such consultancy services the Corporate Governance Committee may need is borne by the Company.
• j) The members of the Corporate Governance Committee carries out their tasks in line with the principles of independence and impartiality

NOMINATION COMMITTEE TASKS AND WORKING PRINCIPLES

1. Nomination Committee

1.1 Formation of the Nomination Committee

The tasks of the Nomination Committee are carried out by the Corporate Governance Committee.

1.2 Tasks and Responsibilities of the Nomination Committee

• a) The Nomination Committee makes efforts to create a transparent system to identify, assess and train suitable candidates for the Board of Directors, and for the executive positions with administrative responsibility, and develop policies and strategies in connection therewith.
• b) It is the responsibility of the Nomination Committee to make assessments on the structure and efficiency of the Board of Directors on a regular basis, and provide the Board of Directors with its suggestions on possible changes in this respect.

REMUNERATION COMMITTEE TASKS AND WORKING PRINCIPLES

1. Remuneration Committee

1.1 Formation of the Remuneration Committee

The tasks of the Remuneration Committee are carried out by the Corporate Governance Committee.

1.2 Tasks and Responsibilities of the Remuneration Committee

• a) The Remuneration Committee identifies the principles, criteria and practices for the remuneration of the members of the Board of Directors and the executives with administrative responsibilities, considering the long term targets of the Company, and supervises the processes in connection therewith.
• b) The Remuneration Committee provides the Board of Directors with its suggestions on the remunerations to members of the Board of Directors and the executives with administrative responsibilities, considering the criteria applying to the remuneration.