DEVA HOLDİNG A.Ş.

Annual Report • May 17, 2024

DEVA HOLDİNG A. Ş . ANNUAL REPORT 2023

"adding health to life…"

CONTENTS

DEVA Holding in Brief	05
Financial Indicators	06
Message by the CEO	07
Board of Directors and Senior Executives	8-11
Organization Chart	12-13
Shareholding Structure and Subsidiaries	14
Mission, Vision and Main Principles	15
Notes from the Pharmaceutical Industry	16-17
DEVA in 2023	18-23
Human Resources and Development	24-25
Manufacturing Facilities	26-38
DEVA Türkiye Regulatory Affairs & Market Access	39
DEVARGE	4.0
Vetaş	42
Administrative Activities	43-46
Investments	47
DEVA Subsidiaries and Related Companies	48-50
Conclusion	52
Statement	53
Corporate Governance Practices	54-76
Sustainability Principles Compliance Report	77-81
Information for the Shareholders	82
Profit Distribution Table	83
Independent Auditor's Report	84-85

DEVA HOLDING IN BRIEF

Established in 1958, DEVA Holding is among the well-established pharmaceutical manufacturers in Türkiye. With the main area of operations including manufacturing and marketing medicinal products for human use and raw materials, DEVA Holding also manufactures veterinary medicines, eau de Cologne, and medical ampoules.

DEVA Holding, which had its majority shares acquired by Eastpharma Ltd. in 2006, is pacing rapidly toward its goal of being the first choice by offering innovative and unique products with a high-quality experience by creating giant pharmaceutical brands in areas where it competes, in order to make healthy living accessible to everyone around the world. With the new therapies it offers, DEVA Holding makes difference by expanding its product diversity every year.

Currently, its product portfolio contains more than 650 products in 14 therapeutic areas, ranging from oncology to cardiology, respiratory system and ophthalmology, as well as medical devices.

With progressively expanding regional growth and export operations, DEVA Holding is the holder of 1,119 marketing authorizations in 65 countries, including the USA, Switzerland and Germany. Founded under the brand name of Devatis in Germany and then in Switzerland, the company received registration approval in 2018 and having been established in the USA under the same name, accelerated its activities.

DEVA Holding focuses on research and development to improve access to medicines for patients who need them, and all of its manufacturing facilities are certified compliant with the European GMP (Good Manufacturing Practice) and US FDA (Food and Drug Administration). DEVA Holding currently exports pharmaceuticals and pharmaceutical raw materials to more than 60 countries.

DEVA Holding develops high-quality and innovative products with its award-winning R&D center, DEVARGE, strong staff of welltrained employees who are experts in their respective fields, and full-fledged laboratories and manufacturing sites equipped with cutting-edge technology.

With its manufacturing capabilities, DEVA Holding has become the domestic corporation with the most comprehensive production capabilities in Türkiye. Undertaking manufacturing operations at facilities in Çerkezköy and Kartepe, DEVA Holding holds an annual output capacity of 620 million units of medicines. While producing for public health, DEVA Holding also adopts the understanding of sustainability for the effective and efficient use of resources, and considers environmental sensitivities in its activities. DEVA Holding manages human rights, occupational health and safety, energy efficiency and waste with great care, and continues its activities with the awareness of leaving a more livable world to future generations with its employees who possesses environmental awareness and sustainability approach.

Continuing to work for a healthy and sustainable future, DEVA Holding also supports social responsibility projects, especially in the fields of education, public health and the environment.

FINANCIAL INDICATORS

FINANCIAL INDICATORS
Primary financial and operational indicators (TRY)	31.12.2023	31.12.2022
Total assets	22,443,973,425	20,535,798,937
Total liabilities	7,660,885,690	9,005,622,782
Total equity capital	14,783,087,735	11,530,176,155
	01.01.2023-31.12.2023	01.01.2022-31.12.2022
Sales revenue (net)	11,330,314,021	8,712,735,438
Real operating profit	2,009,484,024	998,376,729
Net profit	3,385,418,491	851,061,391
Basic rations (%)	31.12.2023	31.12.2022
Current ratio	1.66	1.46
Liquidity ratio	1.07	0.86
Precision ratio	0.51	0.44
Liabilities/Assets total (Financial leverage rate)	0.34	0.44
Equity/debt ratio	1.93	1.28

	01.01.2023-31.12.2023	01.01.2022-31.12.2022
Gross profit marqin	0.42	0.33
Net profit margin (sales profitability)	0.30	0.10
Equity profit margin (equity profitability)	0.23	0.07

Total Domestic Pharmaceutical Sales (Million TRY)

Total Domestic Pharmaceutical Sales (Million Units)

2021	150.5
2022	190.7
2023	205.2

Total Exports (Million TRY)

CAPITAL AND SHAREHOLDING STRUCTURE

The Company's: Registered Capital Cap : TRY 500,000,000 Issued Capital : TRY 200,019,288

DEVA HOLDING A.Ş. SHAREHOLDING STRUCTURE (31.12.2023)
Corporate Name	Holdings (TRY)	Rate of Share %
EastPharma S.a.r.l	164,424,760	82.20
Other Shareholders	35,594,528	17.80
TOTAL	200,019,288	100.00

MESSAGE FROM THE CEO

Dear Stakeholders,

We began the year 2023 with one of the most devastating natural disasters in February that deeply struck our country and affected many provinces. From day one of the disaster, we worked hard to heal our wounds, and stayed in touch with the government and NGOs to respond to the needs. In coordination with the Turkish Medical Devices Agency, we managed to deliver 48,000 boxes of medicines to the region during that process. Aware of our responsibilities as a pharmaceutical company with a deep rooted history and growing strength, we will continue to serve the needs of the people in the region. I would like to take this opportunity to respectfully commemorate those who lost their lives in the earthquake and to wish patience to their loved ones.

The year 2023 was also significant in that it marked the 100th anniversary of the Republic of Turkey and the 65th anniversary of DEVA Holding, and we once again paid tribute to our great leader Mustafa Kemal Atatürk with fondness, respect and love. With years of experience and strong foundation, we will work further to contribute to the progress of our nation. We are aware that the best way to celebrate our Republic is through hard work, and we will continue to pave the way for our country's global and economic growth.

The global economic downturn and significant rise in input costs in 2023 have had a negative impact on the pharmaceutical industry, where production inputs are purchased in foreign currency. Despite the challenges in the industry, DEVA Holding successfully closed the year ranking 3rd with 5.2% market share in terms of boxes and 6th with 2.9% market share in TL, based on IQVIA data.

At DEVA, our mission for the past 65 years has been to make healthy living more accessible to everyone. Each year, we add new products to our portfolio and expand our therapeutic areas, always mindful of our responsibility to build a healthy and sustainable future. In addition to expanding our portfolio in oncology, hematology and immunology in 2023, we also launched numerous products in the areas of metabolic diseases, dermatology and nutritional supplements. As a local pharmaceutical company with global standards, we continue to strive to improve health around the world, and in our country in particular, through our value-added generic products, made available at treatment effective costs in a multitude of settings.

With an annual production capacity of 620 million boxes, our 3 major manufacturing plants in Çerkezköy and Kartepe have successfully passed numerous audits carried out by national and international health authorities in 2023. It is our goal to make efficacious treatment available to everyone by delivering products manufactured to high standards in our EU GMP and US FDA approved manufacturing plants to patients worldwide. For this purpose, we are strengthening our position not only in Turkish but also in international markets. As of year-end 2023, we hold 1,119 product authorizations in 65 countries worldwide. We have notably strengthened our presence in many European countries, the Americas, the Balkans, the Middle East and New Zealand.

The importance we place on R&D plays an important role in our sustainable success. As in previous years, last year we were also ranked as the top pharmaceutical company in Turkey with the highest R&D expenditure according to the R&D 250 survey by Turkishtime. Our extensive R&D team of 416 highly qualified experts continue their diligent efforts to serve public health at our laboratories and manufacturing sites equipped with latest technology.

At DEVA, we strongly believe that sustainability is a social and even a global responsibility that all of us should embrace for the world in which we live. We view sustainability as a determining factor in all of our processes, from manufacturing to distribution to the selection of our suppliers. We focus on sustainability in all its dimensions to attain our goals such as using our resources in the most efficient manner possible, drawing attention to environmental issues, ensuring that future generations inherit a livable world and making drugs available for everyone.

Dear Stakeholders,

We keep on creating a difference in today's rapidly changing world with our 65 years of experience, extremely experienced management team, 2,886 competent and qualified employees, strong product portfolio as well as our capabilities in terms of collaboration, agility and flexibility. Empowered by our past achievements, we will carry on endeavoring selflessly and offering solutions on a global scale to create a sustainable world as a global pharmaceutical company that is aware of its responsibilities.

Yours Sincerely,

Chairman of the Board of Directors & CEO

Board of Directors and Senior Executives

BOARD OF DIRECTORS AND SENIOR EXECUTIVES

BOARD OF DIRECTORS AND SENIOR EXECUTIVES

Philipp Haas

Chairman of the Board of Directors and CEO of DEVA Holding, Philipp Haas took MBA degree in the specialty of banking at St. Gallen Economy, Law and Business Administration University. He speaks German, English, French, Spanish, Portuguese, Italian and Turkish fluently. Having served as investment consultant and director since 1992, Philipp Haas has a broad experience in markets of Eastern European Countries and particularly Turkish market. Having taken part in many restructuring projects in Ukraine and Türkiye, Philipp Haas performed membership of many boards of directors on behalf of foreign corporate investors in 90s, among which are Rogan Brewery in Ukraine and Net Holding in Türkiye. Having a broad experience in pharmaceutical industry, Philipp Haas served as consultant to funds in pharmaceutical industry in developing markets and oriented their investments to Eastern Europe. Among such firms is Slovakopharma named afterwards as Zentiva. Being the Chairman of the Board of Directors of Eastpharma Ltd and DEVA Holding, Haas also serves as the Chairman of Board of Directors in Saba İlaç Sanayi ve Ticaret A.Ş., New Life Yaşam Sigorta A.Ş., Eastpharma Ilaç Uretim Pazarlama San. ve Tic. A.Ş., and member of Board of Directors in Eastpharma Sarl. He also serves as manager in Devatis Ltd, Devatis Gmbh, Devatis AG, Devatis de Mexico S.DE RL. DE C.V, Devatis Pty Ltd, Devatis Canada Inc, Devatis d.o.o. Beograde, Devatis B.V. and as member of Board of Directors and CEO in Devatis Inc.

Chairman of the Board of Directors and CEO

Member of the Board of Directors

Member of the Board of Directors

The Deputy Chairman of the Board of Directors and CFO of DEVA Holding, Mesut Çetin started his professional career within GEM Global Equities Management S.A., a fund management company, in 1999, and has served in various positions as clearing, research assistant, trader and management. Within the same group, he served actively in several private equity projects, and assumed the duty of project supervision in some projects. Mesut Çetin is the member of the BOD in Eastpharma Ltd. and Saba Ilaç Sanayi ve Ticaret A.Ş. He also performs the duty of CFO in various companies within the group. Mesut Çetin is the graduate of Mathematics Teaching at Boğaziçi University and completed his EMBA program at Koc University.

Deputy Chairman of the Board of Directors and CFO

Member of the Board of Directors

Changes in Memberships of the Board of Directors within the Members of the Board of Directors were elected at the Annual Or Assembly Meeting held on April 01, 2022 to hold office for a period

Senior Executives Philipp Daniel Haas – (CEO)

Mesut Cetin - (CFO) Doğan Varinlioğlu – Deputy General Manager of Türkiye and Interna Rıza Yıldız – Financial Reporting and Accounting Director Hartwig Andreas Steckel - R&D, Clinical Development and Patent Dir Tijen Kavlak – Business Unit Director İrfan Çinkaya – Biotechnology Director Aytaç Aysuna Erden - Legal Affairs Director

Eşref Güneş Ufuk

Independent Member of the Board of Directors of DEVA Holding, Güneş Ufuk received his bachelor's degree in Business Administration from St. Gallen University, Switzerland, and then worked in sales and marketing departments of several companies there, and in Türkiye, he held various senior management functions in Kemer Golf & Country Club, Superonline and YKS which is also a Cukurova Group company. After completing his professional career as the General Manager at Kemer Golf & Country Club, Ufuk stepped into consulting business, and worked as a Manager and Consultant for more than 6 years, and in 2010, established the consulting firm K2 and started to offer Management Consulting, Training and Spokesmen services in development and management topics in a variety of companies in Türkiye.

Uruk continues his training and consultancy activities at K2C Consulting company, which he founded in 2015 and focuses on digitalization, distance learning and blended learning, by providing services to more than 100 companies functioning in various sectors both in and out of Türkiye. Güneş Ufuk specializes in "Sales & Marketing", "Leadership", "Strategy" and "Corporate Culture and Change".

Ayşecik Haas

The Non-Executive Member of the Board of Directors of DEVA Holding, Ayşecik Haas completed her license degree in Electrical-Electronic Engineering in Doğu Akdeniz University after graduating Ankara Private Yükseliş College in 1991, then took her master degree in Economics branch in Texas Tech University. Having commenced her work life at various positions relating to engineering at Emek Elektrik and Beko Elektronik in Türkiye, Ayşecik Haas worked the finance sector in New York after taking Economy Master degree and upon her return, she worked as investment specialist at Hattat Holding for a short period of time and performed as the General Manager of NAR Group, from 2008 to 2015. Ayşecik Haas is curretly a Member of the Board of Directors at New Life Yaşam Sigorta A.Ş.

Sengül Soytaş

Independent Member of the Board of Directors of DEVA Holding, Sengül Soytaş, received her Bachelor's Degree in Business Administration at Middle East Technical University, and afterward completed a Master's Program in Business Administration with honors, at Indiana State University. She embarked on a professional career at Small Business Development Center, Indiana State University as a research fellow, and after repatriating to Türkiye, she worked at Emek Elektrik A.S. as an Export Specialist for a brief period. Later she joined Vestel Ticaret A.S. and worked as a Marketing Specialist, Marketing Supervisor, and International Marketing Manager, overseeing several major marketing projects and project groups. Since June 2015, she has been working as a consultant on international marketing and business development, advising clients across industries on optimal ways of operating in international markets.

ie year dinary General	Elçin Güner – Business Unit Director Eray Kurt - Facility Director
od of 3 years	Gökhan Kaba - Procurement Director
	Gülcan Gümüş - Human Resources & Development Director
	Metin Ercan - Facility Director (*)
	Murat Akıncı - Medical Business Unit Director
ational Markets	Murat Aksoy - Manufacturing Planning & Logistics Director
	Refiye Adıyaman - Quality Operations Director
irector	Sibel Yılmaz — Facility Director
	Mert Uz - International Markets Director
	Serkan Varlık - International Markets Director
	Serifenur Taskıran - Renulatory Afrairs Director

SHAREHOLDING STRUCTURE AND SUBSIDIARIES

EastPharma Ltd. incorporates DEVA Holding and it holds A, B and C group shares.

INFORMATION ON PREFERRED SHARES

Our company's capital contains 10 preferred shares in total of TRY 0.10, consisting of 5 Group A Shares and 5 Group B Shares, each with a value of TL 0.01. The preferences for these shares are as follows:

(*) The establishment procedures have been completed on February 12, 2024.

Preference in terms of Dividends

Group A Preferential Shares are entitled to receive 10% of the profit set aside from distributable profit according to the orders and principles referred to in the Articles of Association.

Preference in terms of Right of Voting

Group A and B preferred shares have a voting right ten times the voting right of Group C shares in terms of right of voting.

Preference in terms of Managerial Entitlement

Two members of the board of directors are elected by Group A and B preferential shareholders from amongst Group A preferential shareholders.

MISSION, VISION AND MAIN PRINCIPLES

Our Mission

We exist to offer innovative and diversified products with high quality experience with a view to everybody being able to reach healthy life at global scale.

Our Vision

To be the first choice in fields in which we compete by creating giant pharmaceutical brands.

Our Values

• We can do it together
• We build relationships based on trust
• We are people oriented
• We act responsibly
• · We are innovative

NOTES FROM THE PHARMACEUTICAL INDUSTRY

According to the total IQVIA data of free market, 2,719 million - According to IQVIA data, the sales of imported products decreased units and TRY 206.8 billion (*) worth of medicines were sold in the Turkish pharmaceutical market in 2023. The market grew by 4.2% in number of units and by 90.7% in TRY compared to the same period of the previous year.

The ratio of prescription drugs to the total pharmaceutical market in Türkiye is 95.3% in number of units, and 92.7% in TRY.

Although drugs from various treatment groups are imported - USD in 2023. The pharmaceutical market grew by 90.7% in total, in Türkiye, the mainly imported drugs are novel and high-tech and reached TRY 206.8 billion. preparations, anti-cancer drugs, blood factors, nervous system drugs, insulin and certain controlled-release drugs.

by 7.1% on a unit basis; however, they increased by 24.6% in USD, totaling 3.5 billion USD in 2023. The domestic pharmaceutical market, on the other hand, grew by 5.9% in units and 43.0% in USD, totaling 5.2 billion USD. The ratio of imports in the total market is 11.8% in units while it is 40% in USD.

According to IQVIA data, the industry grew by 4.2% in terms of units sold, and 35% in terms of USD, corresponding to 8.7 billion

NOTES FROM THE PHARMACEUTICAL INDUSTRY

In Türkiye, the market distribution by pharmaceutical segments was as follows in 2023 in units and in TRY/USD. The "Nutrition & Metabolism" segment had the largest share, both in units and TRY/USD.

Total Market (Million Units)

Total Market (Million USD)

(*) "Extras" are included in the value in the value in TL based on the IQVIA calculation method change

Source: IQVIA Free Flexview Data

DEVA IN 2023

DEVA IN 2023

million units worth TRY 6,088 million in 2023, growing by 12.1% in in units and sixth with a market share of 2.9% in TRY. terms of units and by 105.3% in terms of TRY compared to 2022.

According to IQVIA data (Free Market), DEVA Holding sold 141 In 2023, DEVA Holding ranked third with a market share of 5.2%

The unit/TRY/USD values realized by DEVA Holding in the last three years are as follows:

DEVA Holding (Million Units)

In 2023, DEVA Holding sold 25,5 million TL to the State Supply Office and 18,6 million boxes worth 25,4 million TL to hospital, and these sales are not included in IQVIA data.

Source: IQVIA Free Flexview Data

DEVA Holding (Million TRY)

DEVA Holding (Million USD)

DEVA IN 2023

In 2023, DEVA Holding's products named Amoklavin, Devit Four new products were launched in 6 different forms, and D3, Dikloron and Dodex ranked among the top 100 products - seven different forms were added to existing products in 2023. of the Turkish pharmaceutical market in terms of units sold. Amoklavin ranked among the top 100 products of the Turkish pharmaceutical market, respectively, in terms of TRY.

According to IQVIA data for 2023, a total of 12 products accounted for 50.9% of the company's revenue. These products are Amoklavin, Devit D3, Rivelime, Dikloron, Dodex, Candexil Plus, Cefaks, Tribeksol, Azitro, Novaqua, Desefin and Dilatrend, respectively.

"Systemic Anti-Infective" group of drugs make up the largest portion of DEVA Holding's drug sales in 2023 in units and in TRY/ USD. The distribution of sales by segments in terms of units and TRY/USD is as follows:

DEVA Holding's Distribution of Sales % (TRY/USD), 2023

DEVA Holding's Distribution of Sales % (Units), 2023

genitourinary system & sex HORMONS 3.0% systemic hormonal PREPARATIONS DERMATOLOGICA BLOOD & BLOOD DRUGS Forming Organs 4.3% 0.6% NERVOLIS SYSTEM SYSTEMIC 4.4% ANTI-INFECTIVE 25.5% SENSORY organs 6.8% musculoskeletal system 7 4% NUTRITION & metabolism 17.9% RESPIRATORY SYSTEM 7.5% cardiovascui ar SYSTEM ANTINEOPLASTICS 9.7% Immunomodulator 11 4%

DEVA IN 2023

INTERNATIONAL MARKETS

GMP Inspections

In 2023, GMP inspections were carried out at Çerkezköy- medicaldevices at the Kartepe Manufacturing Site. In addition, the Manufacturing Site by the heath authorities of Ukraine, validity of the ISO 9001:2015 Quality Certificate was maintained Kyrgyzstan, Germany and Türkiye, as well as US FDA (US Food through the renewal audit carried out for the Empty Ampoule and and Drug Administration), and approvals were obtained for the Cologne Departments at the Kartepe Manufacturing Site. renewal of the GMP certificate.

GMP inspections were carried by USFDA and the health authorities of Germany and Türkiye at Çerkezköy-II Manufacturing Site, and approvals were obtained for the renewal of GMP certificate.

Additionally, GMP inspections were carried out by US FDA and the health authorities of Kyrgyzstan at Kartepe Manufacturing Site, and approvals were obtained for the renewal of the GMP certificate.

Also, a Supplementary Food inspection has been conducted at have been provided.

Source: IQVIA Free Flexview Data

The validity of the CE certificate was maintained through the recertification audit for EN ISO 13485:2016 Quality Management System Certificate, and the 93/42/EEC surveillance audit for

Export of Medicinal Products for Human Use and Raw

Agreements with pharmaceutical companies and distributors abroad were maintained in 2023, and products sales to foreign markets with the DEVA brand and license agreements continued as the main business model.

In 2023, while new agreements and strategies continued to produce results, DEVA's share in medicinal products for human use and raw material exports, as well as foreign contract the Cerkezköy Facilities, and GMP & HACCP inspection documents manufacturing projects increased by 19% compared to the previous year, reaching approximately 53.7 million USD.

Distribution of Exports in 2023 by Regions

DEVA IN 2023

The global growth strategy is executed using a dual-pronged - The first sale has been conducted in the field of oncology approach, involving entering new markets and expanding footprint in existing markets with new launches.

In 2023, total of 100 approvals were received, bringing the grand total to 1,119 approvals in 65 countries.

In Germany, as DEVATIS GmbH, we have achieved significant opportunities.

With new launches in oncology and neurology areas through DEVATIS AG in Switzerland, the product range offered to patients has been expanded. Participation in congresses annually as DEVATIS AG has been continued.

In the European region, product diversity has been enhanced through strategic launches in key therapeutic areas in the Netherlands and Slovakia, while initial country sales have been made to Romania, Malta, and Iceland, strengthening our presence in Europe.

In New Zealand, the product range in the market has been expanded by DEVATIS Ltd.

In Mexico, we have introduced ophthalmology products to patients for the first time and continue to work on new products.

As DEVATIS, we have continued our efforts on strategically important products with potential in the United States, Australia, and Canada.

In the Balkans, while maintaining market leadership in the respiratory field in Bosnia, our market share in the field of ophthalmology has also increased with new launches in this field.

In Azerbaijan, new launches have been conducted in the therapeutic areas of oncology, CNS, and ophthalmology. DEVA participated for the first time in the "3rd Azerbaijan Hematology Specialists Congress," held in the field of hematology.

In Kazakhstan and Belarus, the product portfolio in strategic therapeutic areas has been expanded with the addition of new molecules. Partnerships have been extended in Turkmenistan and Russia through different business models.

Market access has been achieved in the Philippines and Hong Kong with the first regulatory approvals obtained.

in Paraguay. Successful launches have been completed in cardiology in Ghana, hematology in Jordan, and ophthalmology in Qatar.

In Iraq, numerous new products in the respiratory and ophthalmology fields have been introduced to the market with new partners, thereby expanding the existing portfolio. growth compared to the previous year by capitalizing on market Additionally, the acquisition of new government tenders in the fields of oncology and hematology has further strengthened the position in the market.

Promotional Activities in the International Arena

DEVA has demonstrated a strong commitment to enhancing its presence and visibility on a global scale by actively participating in some of the most significant pharmaceutical events worldwide, opening up to more partnerships, while simultaneously strengthening its relationships with existing partners.

International Business Development Projects

In 2023, the mission to provide new generic drugs to reference markets and patients continued, with investments made into company resources to identify the most crucial generic drugs for the global supply chain. As a result of these efforts, DEVA has added numerous new pharmaceutical products to its robust portfolio.

Congresses and Exhibitions Participated in International Markets:

• PharmaSynergy Barcelona, February 2023

• EuroPLX Lisbon, March 2023
• DCAT New York, March 2023
• BePharma Mexico City, April 2023
• EuroPLX Netherlands, June 2023
• CPHI Barcelona, October 2023

HUMAN RESOURCES AND DEVELOPMENT

DEVA Holding, in view of the fact that it will gain more competitive power with high-profile employees, continues to generate employment, primarily in R&D, field promotion and manufacturing facilities, in 2023, its 65th anniversary, as well. Career opportunities offered to employees were kept in place, and internal resources were prioritized, especially in promotions. DEVA continued to utilize systems that enable the appointment of employees to appropriate positions through assessment center practices and Promotion Committee evaluations. As a result, as of the end of 2023, the demographic structure of the company is as follows:

As in previous years, in 2023 DEVA continued to recruit interns of DEVA employees from the perspective as part of its Human Resources policy in order to contribute to of employee experience and to implement the Buddy application the development of vocational high school students and to as an effective mechanism in the onboarding process. It has been support university students in shaping their careers, during their education. Internship placement agreements were signed with leading universities in Türkiye. Internship opportunities in various departments of DEVA Holding were offered to university students during the summer and to vocational high school students during the winter, contributing to the development of young talent and introducing them to business life while they were still students. In addition, DEVA Holding and the wider pharmaceutical industry were introduced to the students enrolled in Faculties of Pharmacy and Chemical Technologies Programs through career days at universities and by organizing factory tours.

Our collaboration with Istanbul University Faculty of Pharmacy continued in 2023 with a mentoring project and career planning seminars within the scope of the "360 Degrees Education Program in the Pharmaceutical Industry". The 4th year students of the Faculty of Pharmacy who took part in this special training program were provided the opportunity to take part in various scientific projects and gain experience in the pharmaceutical industry through their participation in face to face courses given by our R&D managers. Within the scope of the "TUBITAK 2247-C Intern Researcher Scholarship Program (STAR)", 3rd and 4th year students from Faculties of Pharmacy, and Departments of Chemistry and Chemical Engineering were provided with internship opportunities in various departments. The Company participated in the "TÜBİTAK 2244 - Industrial Doctorate Program" and students pursuing their doctoral degrees in the Pharmacy and Analytical Chemistry at designated universities were employed as "Doctoral Scholars" in the framework of R&D. Thus, the students were supported in shaping their careers during their studies.

In order to engage with young talents in the increasingly digitalized world and to raise awareness about our brand as an employer, by offering them internship and job opportunities, we continued our cooperation with the Youthall platform and reached out to young talents through the platform.

In 2023, the Orientation Process Enhancement and Buddy System Project was completed. This project aimed to enhance the recommended candidates are hired.

integrated with the Digital Onboarding process.

As part of the Career Management System project, the DEVA Career System has been restructured with the Potential -Performance approach, and the project design processes have been completed. The project aims to design a planning process for employee development to identify their potentials and prepare them for future roles. Additionally, the 'Our Values' and 'DEVA Competency Matrix' have been revised as part of this project.

The DEVA Performance Management System has been restructured with target-based performance evaluation and competency assessment as part of the Career Management System project; both performance and competency assessments were conducted in 2023. It has been continued to be integrated with Training and Development, Recruitment and Selection, and Promotion processes.

The DEVA Family organized a blood donation campaign at the Head Office and all our production facilities. The blood donated by our employees was delivered to patients in need, by the Red Crescent Society. This social responsibility project set an example for DEVA employees to act ethically and responsibly towards the society, once again emphasizing the importance of human health and the necessity for major companies to lead the way in challenging times, providing ongoing assistance in line with their corporate responsibility.

Many events such as celebrations, holidays, happy hours and award ceremonies were organized to boost employee motivation, unity and solidarity. The creativity of employees was supported, with new ideas and projects they develop being evaluated and rewarded.

The "Nominate-Win" program enables employees to suggest candidates who are well in tune with DEVA's corporate culture and values, for open positions. In turn, the employees who recommended the candidates are rewarded in the event that the

HUMAN RESOURCES AND DEVELOPMENT

In order to support success, scholarships are offered to successful children of DEVA Family members who are studying Medicine, Pharmacy, Chemistry, Chemical Engineering, Biology, Chemical-Biological Engineering, Molecular Biology and Genetics, Genetics and Bioengineering, Biochemistry, Bioengineering, Biotechnology, Molecular Biotechnology, Veterinary Medicine and Dentistry.

In line with our strategic objectives, specialized training programs have been implemented in 2023 to focus on the personal and professional development of our employees, while also providing opportunities for each individual to discover and maximize their potential. Additionally, we have supported their participation in both domestic and international training events, enabling our employees to gain global knowledge and experience.

To support our managers' leadership vision and foster diverse perspectives, various seminars and speaker events have been organized. Within this framework, efforts have continued with online and classroom interactive programs aimed at enhancing the leadership skills of our mid-level managers and improving the communication and relationship management competencies of employees in other positions. Additionally, new training programs tailored to the current needs of the period have been designed and implemented.

The trainings organized for our field promotion staff have been developed with a pioneering approach inspired by coaching perspectives, aiming to maintain their leadership positions in shaping the future.

The Devakademi training portal's development catalog continued to support our employees' personal growth in 2023 with thousands of resources ranging from professional development to leadership skills, from personal life to new world skills. The Individual Development Planning System (GPS) was continued in 2023, guiding employees to define their own learning journeys and focus on career goals.

In order to further enhance our emplovees' rapid adaptation to the changing world and international business dynamics, the foreign language training process was strengthened in 2023 and enriched with various language alternatives.

Continuing to utilize technological solutions tailored to the demands of the digital age, such as virtual classrooms, videos, e-exams, podcasts, e-learning, webinars, and mobile learning, we have provided impactful learning solutions accessible to all employees across all locations. This approach enables us to cater to our employees' diverse learning styles, fostering a more interactive and personalized learning culture that encourages continuous development and curiosity.

All Human Resources and Development activities have been successfully conducted to support DEVA's mission, vision, strategies, and to ensure its achievement of future goals.

DEVA HOLDING ÇERKEZKÖY-I MANUFACTURING FACILITIES

DEVA Holding Cerkezköy-I Manufacturing Facility has an enclosed area of 43,000 m² established on an area of 52,000 m² in the Çerkezköy Organized Industrial Zone, at a distance of approximately 110 km from Istanbul.

The facility is made up of modern builds/semi-solids, cephalosporin, penicillin, homone products, inhaled products, sterile liquid ampoules and vials and soft gel capsules are manufactured.

While a total of 183 million units were manufactured in the manufacturing facility in 2022, 201.7 million units were manufactured in 2023.

The number of units manufactured in 2023 increased by 18.7 million units compared to an increase of 10%.

Total Quantity of Products Manufactured in Cerkezköy-1 Manufacturing Facility (Units)

MANUFACTURING FACILITIES

Liquids/Semi-Solids and Solids Manufacturing Unit

In the Liquids/Semi-Solids Manufacturing Unit, medicines in the form of syrup, drops and spray, cream and gel, suppositories and ovules are manufactured with stateofthe-art technology.

In this unit, where a total of 37.5 million units of products were manufactured in 2022, a total of 40.9 million units, including 31.6 million units of syrups-drops and sprays and 9.3 million units of pomades, gels, suppositories and ovules, were manufactured in 2023.

The quantity manufactured in the Liquids Manufacturing Unit in 2023 on a unit basis increased by 9% compared to 2022, with 3.4 million more units manufactured.

In the Solids Manufacturing Unit, medicines in the form of tablets/film tablets, capsules, and powders for suspension are manufactured with state-of-the-art technology.

In this unit, where 65.9 million units of products were manufactured in 2022, a total of 72.8 million units of products were manufactured in 2023, including 69.2 million units of tablets/capsules and soft gel capsules, and 3.6 million units of suspensions.

The quantity manufactured in the Solids Manufacturing Unit in 2023 on a unit basis increased by 10% compared to 2022, with 6.9 million more units manufactured.

Cephalosporin Manufacturing Unit (Beta-lactam I)

While 26.3 million units were manufactured in the Cephalosporin Manufacturing Unit in 2022, 22.8 million units of sterile powder vials for injection, 1.9 million units of oral suspension, 5 million units of film coated tablets and capsules, totaling 29.7 million units, were manufactured in 2023.

The quantity manufactured in the Cephalosporin Manufacturing Unit in 2023 in terms of units increased by 13% compared to 2022, with 3.4 million more units manufactured.

Manufacture of Liquids/Semi-Solids (Units)

Manufacture of Solids (Units)

Manufacture of Cephalosporin (Units)

MANUFACTURING FACILITIES

Penicillin Manufacturing Unit (Beta-lactam II)

While 22.6 million units were manufactured in the Penicillin Manufacturing Unit in 2022, 7.1 million units of sterile powder vials for injection, 8.8 million units of oral suspension, 13.7 million units of film coated tablets, totaling 29.7 million units, were manufactured in 2023.

The quantity manufactured in the Penicillin Manufacturing Unit in 2023 on a unit basis increased by 31% compared to 2022, with 7.1 million more units manufactured.

Manufacture of Penicillin (Units)

Inhaled Products Manufacturing Unit

While 3.3 million units were manufactured in the Inhaled Products Manufacturing Unit in 2022, 2.6 million units were manufactured in 2023.

Hormone Products Manufacturing Unit

While 25.9 million units were manufactured in the Hormone Products Manufacturing Unit in 2022, 4.7 million units of cream/pomade, 4.6 million units of solid tablets and film tablets, and 15.2 million units of sterile ampoules, vials and drops, totaling 24.5 million units, were manufactured in 2023.

Manufacture of Hormone Products (Units)

Sterile Liquid Ampoules, Vials and Soft Gel Capsules Manufacturing Unit

While 1.7 million units were manufactured in the Sterile Liquid Ampoules and Vials Manufacturing Unit in 2022, 1.5 million units were manufactured in 2023.

Total Quantity of Inhalers Manufactured (Units)

DEVA HOLDING ÇERKEZKÖY-II MANUFACTURING FACILITIES

DEVA Holding Çerkezköy-11 Manufacturing Facility, which has enclosed facilities of 50,270 m² established on an area of 67,51 m² in Çerkezköy Organized Industrial Zone, at a distance of approximately 110 km from Istanbul, is madern buildings manufacturing solid oncology products, sterile liquid oncology products, animal health products and APIs.

Çerkezköy-II Manufacturing Facility also houses the Biotechnology Building, and the R&D Center Buildings, each dedicated to their respective fields of operation.

The production site approval for the High Potent Production and equipment installations have been completed, was obtained in the first quarter of 2023, initiating operations.

MANUFACTURING FACILITIES

Of a total of 1.84 million units manufactured in 2023, 0.57 million units were manufactured in the form of capsules and 1.27 million units in the form of tablets.

In addition, 0.2 million of 1.27 million units of products manufactured in tablet form and 0.2 million of 0.57 million capsules were manufactured for the European market.

Distribution of Solid Oncology Products in 2022

Solid Oncology Manufacturing Unit

Products in the form of tablets and capsules are manufactured in the Solid Oncology Manufacturing Unit.

The total quantity manufactured, which was 1.3 million units in 2022, increased by 42% to 1.8 million units in 2023.

Distribution of Solid Oncology Products in 2023

Sterile Liquid Oncology Manufacturing Unit

Products in the form of sterile liquid and sterile lyophilized powder are manufactured in the Sterile Liquid Oncology Manufacturing Unit.

The total quantity manufactured in the unit, which was 1 million units in 2022, was realized as 0.58 million units in 2023.

Of 0.58 million units of products, 0.41 million units were liquid products and 0.17 million units were lyophilized products.

MANUFACTURING FACILITIES

Non-Sterile (Solid) Animal Health Products Manufacturing Unit

Animal health products are manufactured in the NonSterile (Solid) Animal Health Products Manufacturing Unit, 7 of which are in tablet form, 11 in powder form filled in small and large sachets.

The total quantity manufactured in the unit, which was 1.47 million units in 2022, realized as 0.32 million units in 2023. 0.27 million units of these products are in tablet form while 0.05 million units are in powder form.

Solid Animal Health Products (Units)

█ Powder Products

API (Active Pharmaceutical Ingredient) Manufacturing Units

The facility has two physically separate and independent API Manufacturing Units for manufacture of non-betalactam API and oncolytic API.

The quantity of the API manufactured was 2,749 kg in 2022, while it was 3,142 kg in 2023.

Of the total API quantity of 3,142 kg manufactured in 2023, 2,261 kg was non-beta-lactam API while 881 kg was oncolytic API.

Manufacture of API Products (kg)

MANUFACTURING FACILITIES

DEVA HOLDING KARTEPE MANUFACTURING FACILITIES

DEVA Holding Kartepe Manufacturing Facilities, located by the Izmit - Ankara highway, in Kartepe, Kocaeli, established on an area of 32,000 m² with an enclosed area of 16,500 m² is made up of modern buildings that manufacture sterile liquid drugs, empty medical ampoules and colognes.

Distribution of API Products Manufactured in 2023

In API manufacturing, the toxic gases arising from reaction are neutralized before being released to the atmosphere to minimize the environmental effects resulting from manufacturing activities.

To sum up, the total quantity of finished products manufactured in the Cerkezköy-II Facility of DEVA Holding was 3.76 million units in 2022, while it was 2.74 million units in 2023.

The total capacity utilization rate of the Çerkezköy Manufacturing Facilities is 89%.

Manufacture of Sterile Liquid Drugs

At Kartepe Sterile Liquid Drug Manufacturing Unit, sterile liquid ampoules for injection, sterile liquid vials for injection, sterile lyophilized liquid vials for injection, sterile liquid eye drops in ready-to-use PE bottles manufactured with the BFS (Blow-Fill-Seal) technology, sterile liquid solvent vials and vials containing inhalation solution for sterile nebulization are manufactured.

At the facility, where a total of 60.6 million units of sterile liquid drugs were manufactured in 2022, a total of 52.9 million units were manufactured in 2023.

Manufacture of Sterile Liquid Drugs (Units)

Manufacture of Sterile Ampoules for Injection

At the facility, where a total of 41.4 million units of ampoules and 21.2 million solvent ampoules were manufactured in 2022, a total of 36.3 million units of ampoules and 28.37 million units of solvents were manufactured in 2023.

The total number of single ampoules produced in 2023 is 185 million.

Number of Ampoules in Units

Number of Solvent Ampoules

MANUFACTURING FACILITIES

Manufacture of Sterile Liquid Vials for Injection and Sterile Liquid Lyophilized Vials for Injection

At our production line of Sterile Liquid Vials for Injection and Sterile Lyophilized Liquid Vials for Injection, where a total of 13.84 million units of vials were manufactured in 2022, a total of 9.36 million units of vials were manufactured in 2023.

Furthermore, within the year 2023, our vial filling line, integrated with two lyophilizers, has been enhanced with the installation and integration of a third lyophilizer, enabling the line to lyophilize a greater number of products in accordance with its current capacity.

Manufacture of BFS-SVP

At our BFS-SVP production lines, where a total of 4.35 million units were manufactured in 2022, a total of 5.42 million units were manufactured in 2023. An increase of approximately 25% was seen in manufacture compared to 2022.

Manufacture of Sterile PE Bottles

In our filling line of eye drops in sterile PE bottles, where 0.97 million units were manufactured in 2022, a total of 1.82 million units were manufactured in 2023. An increase of approximately 87.6% was seen in manufacture compared to 2022.

Manufacture on BFS - SVP Lines (Units)

2022

2023

Manufacture of Sterile PE Bottles

Our empty medical ampoule manufacturing unit meets a substantial part of the market's need as one of the three leading medical ampoule manufacturing companies in our country.

Our unit, which also has an ISO 9001:2015 certificate, is inspected periodically by TUV Thuringen.

While the number of empty ampoules we manufactured in 2022 was 209.8 million, it was 269.6 million in 2023, seeing an increase of approximately 28.5% compared to 2022.

Additionally, in 2023, the installation of another production line has been completed, enabling the production of empty medical ampoules and vials in various sizes and volumes.

Manufacture of Empty Medical Ampoules (Units)

DEVA TÜRKİYE REGULATORY AFFAIRS & MARKET ACCESS

Manufacture of Cologne

Boğaziçi Kolonyaları, one of Türkiye's best-selling brand, is produced in line with the Turkish Ministry of Health, Cosmetic GMP practices.

Our unit, which holds an ISO 9001:2015 certificate, is also inspected periodically by TUV Thuringen. While the number of colognes we manu

factured in 2022 was 2.23 million, it was approximately 2 million in 2023.

The total capacity utilization rate of the Kartepe Manufacturing Facilities is 84%.

Manufacture of Colognes (Units)

PRODUCTION INDICATORS

The total human and veterinary products manufacturing facilities on a unit basis was 247.8 million units in 2022 and 257.7 million units in 2023.

The total manufacturing value (drugs and other products) was realized as TRY 5,896,3 million in 2023.

DEVA Türkiye Regulatory Affairs & Market Access Department

The DEVA Türkiye Requlatory Affairs & Market Access Department operates under the Regulatory Affairs Directorate, alongside Medical Regulatory Affairs and International Markets Regulatory Affairs.

The department consists of

• Regulatory Affairs
• Market Access
• · Government Relations

groups.

In 2023, our product portfolio expanded with the addition of 34 new products, including 29 new approvals in 9 therapeutic areas and 5 dietary supplements.

In total, we currently have 641 registered pharmaceutical products for human use, 2 medical devices, and 20 dietary supplements, with 399 registered products actively marketed, corresponding to 208 molecules.

DEVARGE

As DEVARGE,

Our objectives are to be the pioneer in generic drug development, to make difference by developing value-added products, to develop products for regulated markets and have these products authorized and launched in these markets, to invest into future by adapting new technologies to our company, to develop products with high added value through university - industry cooperation and to make sure that the rights of our company are protected via patent registration.

We work to be the top generic drug manufacturer of Türkiye and to develop high added value products exportable to international markets.

With our strong staff consisting of 416 trained personnel who are experts in their fields as well as laboratories and manufacturing sites equipped with cutting-edge technology, we work to develop innovative products.

We strive to perform R&D activities in compliance with all ethical and legal principles in a manner to meet the expectations of the concerned authorities; prove that the safety, efficacy and quality of the products do not change throughout the shelf life, increase product accessibility, develop sustainable methods to increase efficiency and adapt production to new technologies.

The operating principle requires product quality meeting current standards, and finding new formulations, new dosage forms, and different routes of synthesis and/or new polymorph methods that do not infringe patents for raw materials.

Our long-term goal is to continue being a pioneer in developing generic drugs, ensure vertical integration in strategic products, compete with the world in developing active ingredients and new polymorphs, create a difference by developing products with added value, to continue to develop products for regulated markets (EMA and FDA), increase our competence by adapting new technologies, develop products with high added value by means of cooperation between universities and the industry, and to protect our innovative intellectual property with patent registration.

DEVARGE comprises of Pharmaceutical Development, Analytical Development, Manufacturing Excellence, API Development, CMC Documentation, Patent and Biotechnology units.

DEVARGE contains Pre-formulation and pilot manufacturing area, synthesis and scale-up laboratories, stability area, analytical development laboratories and biotechnology laboratories.

In 2023:

· Alternative sourcing studies have been conducted for active substance of 33 commercial products to reduce costs and overcome potential supply issues.

• Alternative sourcing studies have been conducted for excipients of 25 commercial products to reduce costs and overcome potential supply issues.

· Process improvements have been made for 22 commercial products to enhance efficiency.

• Initial productions of 5 Dietary Supplement products have been completed.

• 3 patent applications have been filed.

VETAŞ

Merged with DEVA Holding in 2016 with no changes in its former structure, Vetas, operating in the field of manufacturing and marketing veterinary drugs, is among the leading animal health brands in Türkiye.

Offering high-quality solutions in the prevention, diagnosis and treatment of diseases, Vetas has the widest range of products in the industry with its innovative products.

Evaluating all developments in the industry, which is extremely sensitive to economic developments, and meat, milk and livestock prices, in a timely manner with the right strategies, Vetaş puts weight on future projects with a view to maintain and improve its strong position.

The long-term business partnership activities in line with the goal of increasing our experience of 50 years in the field of animal health products in international markets are continuing. Actively sustaining its licensing activities abroad, Vetas also and continues its licensing works in Turkiye, both as updates or new products.

Continuing its participation in congresses in the field of animal health, Vetaş participated as a Veterinarian Participant Sponsor in the 6th International Farm Animals Fertility and Udder Health Congress, organized by the Faculty of Veterinary Medicine at Near East University in Belgrade, held on April 27-30, 2023.

On October 26-29, 2023, participation was ensured as the Gold Sponsor at the 10th National & 4th International Congress on Obstetrics and Gynecology organized by the Turkish Veterinary Gynecology Association in Fethiye, where the introduction of our new products was carried out.

The seventh edition of our Vetakademi Campus Training program, initiated to monitor, research, and generate solutions for the issues and needs of the country's livestock, was held in Cyprus from November 2nd to 5th, 2023.

Additionally, participation was ensured as a Supporting Sponsor at the 14th National & 3rd International Veterinary Internal Medicine Congress organized by the Veterinary Internal Medicine Association in Marmaris on November 30 - December 1, 2023.

Vetas has continued to meet the needs for ensuring healthy, highquality, safe, and efficient animal food production in 2023, just as it always has. Utilizing its superior technological infrastructure with an awareness of the importance of animal health for human health, Vetaş has emphasized new product development and ongoing projects to expand its product range in line with field dynamics.

Contact Details: Halkalı Merkez Mahallesi Basın Ekspres Cad. No:1 K.Çekmece - Istanbul Phone: +90 (212) 692 92 92 Fax: +90 (212) 697 02 08 Website: www.vetas.com.tr

ADMINISTRATIVE ACTIVITIES

RISK MANAGEMENT AND INTERNAL CONTROL MECHANISM

The risk management activities of our company are performed under the coordination of Risk Management Committee. Risk Management Committee evaluates the information from the Credit Committee and Internal Audit within the framework of Corporate Risk Management, and prepares and the results of the evaluation and any action plans to mitigate risks and presents them to the Board of Directors.

The credit committee sets the credit limits to be allocated to customers in product purchases and the bases for the securities to be received. It uses the partnership structure, immovable properties, financial status, and intelligence activities about the region in setting limits and securities. It is aimed to keep the security rates on minimize doubtful receivable risks by continuous management of customers' open accounts.

Internal Audit Management audits the compliance of the activities carried out by the company with international auditing principles and generally accepted management standards, company's articles of association as written policies. Internal Audit Manaqement evaluates all units in terms of management within the framework of the audit results to the Risk Management Committee and the Committee Responsible for Audits on a regular basis.

In 2023, internal audit activities were carried out for the risk reports from all units were evaluated, and the findings and recommendations for improvement were presented to the Board of Directors.

THE AMENDMENTS MADE IN THE ARTICLES OF ASSOCIATION WITHIN THE PERIOD AND THEIR RATIONALE

During the period, in accordance with Article 18 of the Capital Markets Board's Communiqué 11.18-1 on the Registered Capital System, the Company's Articles of Association, under the title 'Company Capital', have been amended to obtain authorization for a new 5-year (2023 – 2027) registered capital ceiling.

REGARDING PARTNERSHIP:

Changes in the Capital Status of the Partnership within the Period No changes were made within the period.

Audits Carried Out within the Period No audit was conducted in our company during the period of 01.01.2023 - 31.12.2023.

None.

Cases filed against the company The lawsuits filed consist of cases pertaining to law, and commercial law. Detailed information on the matter is provided in footnote number 18.

Information on Conflicts of Interest Between the Institutions from Which the Company's Receives Services for Investment Consulting and Rating, and Information on Measures Taken by the Company to Prevent These Conflicts of Interest There are no conflicts of interest between the relevant institutions and provisions that prevent conflicts of interest are included in the contracts made with the institutions.

Collective Agreement Practices No Collective Agreement with employees exists.

Personnel and Labor Movements No personnel or labor movements occurred.

Information on legislative changes that may significantly affect company operations during the period

ADMINISTRATIVE ACTIVITIES

Severance pay liability

The severance pay liability of DEVA Holding A.Ş. and Group Companies for 01.01.2023 period was TRY 100,362,710 and provisions were made for the entire amount in accordance with the related legislation.

Right and benefits provided to the personnel and laborers

In addition to their wages, according to the requirements and necessities of their duties, lunch, clothing, personnel transportation service, holiday allowance, child and education support, food, family allowance were provided to our employees and health insurance practices continued by making optional group health insurance or Complementary Health Insurance fully covered by the Company.

Information on the donations made within the period

In the period from January 1, 2023, to December 31, 2023, donations and aid totaling 2,793,785 TL (4,023,942 TL based on the purchasing power as of December 31, 2023) were made to various institutions and associations.

Recognizing our responsibility to improve society's quality of life and support economic, cultural and social development, based on the principle "human heath is our first priority no matter where in the world", our company continued the social responsibility activities it performed with non-profit organizations in 2023, and for that provided to meet equipment needs of several education and health institutions.

COMMITTEES AND WORKING PRINCIPLES Supervisory Committee

Eşref Güneş Ufuk	Chairman (Independent Member of the Board of Directors)
Sengül Soytaş	Member (Independent Member of the Board of Directors)

The Supervisory Committee supervises the accounting system, disclosure of financial information, independent auditing and operation and effectiveness of the company's internal control system within the framework of the Capital in. The Committee also evaluates the issues identified in the framework of their evaluations and reports to the Board of Directors.

Corporate Governance Committee

Esref Günes Ufuk	Chairman (Independent Member of the Board of Directors)
Sengül Soytas	Member (Independent Member of the Board of Directors)
Mesut Cetin	Member (Executive Member of the Board of Directors)

The Corporate Governance Committee monitors the Corporate Governance Principles in accordance with the Capital Market Legital Markets Board Corporate Governance Principles, and carries out improvement activities and presents recommendations to the Corporate Governance Committee convenes when deemed necessary. Since "Nomination Committee" or "Wage Committee" has not been established in our Company, the duties of these committees are also fulfilled by the Corporate Governance Committee.

Committee for Early Detection of Risks

Esref Günes Ufuk	Chairman (Independent Member of the Board of Directors)
Sengül Soytas	Member (Independent Member of the Board of Directors)
Mesut Çetin	Member (Executive Member of the Board of Directors)

The Early Risk Detection Committee reports to the Board of Directors by conducting studies for early detection of risks that may endanger the company's existence, development and continuity, the implementation of the identified risks and the management of the risk.

ADMINISTRATIVE ACTIVITIES

The Sustainability Subcommittee

Mesut Çetin	Chairman (Men
Doğan Varinlioğlu	Vice Chairman
Emre Günaydın	Secretary / Mer
Gülseren Mahmutoğlu	Member (Treas
Gülcan Gümüş	Member (Huma
Aytaç Aysuna Erden	Member (Legal
Rıza Yıldız	Member (Finan
Sibel Kayaoğlu	Member (Work
Fatma Yanbasan Turp	Member (Quali
Saniye Yarar	Member (R&D
Gökhan Kaba	Member (Purch
Murat Aksoy	Member (Produ
Serkan Varlık-Mert Uz	Member (Interr
Irfan Çinkaya	Member (Biote
Suat Cingiler	Member (Engir

The Sustainability Subcommittee, reporting to the Corporate Governance Committee, is established to determine the company's sustainability strategy for environmental, social and corporate governance (ESC), and execute, oversee, supervise, review, improve and develop the company's sustainability policies, goals and practices.

In 2023, the Supervisory Committee convened 11 times, the Committee for Early Detection of Risks convened 6 times, the Corporate Governance Committee convened 6 times, and the Sustainability Subcommittee convened 2 time, and continued their activities within the framework of their obligations within the scope of CMB Legislations.

The working principles of the committees are available at www.deva.com.tr.

No external consultancy services were received by the committees during the year.

ASSESSMENT OF RISKS AND ADMINISTRATIVE BODY

Early Risk Detection Committee was formed to detect the risks that may compromise the existence early, growth and continuation of our company, to implement the necessary measures against the risks detected, and to perform studies to manage risks.

Financial Risks:

The operating capital need of our company is met by its share-and long-term bank loans in Turkish Lira and foreign currencies, and debt instruments. The increases in exchange rates and interests as a result of possibility of negative market conditions increase the financing costs of the company. Thus, due to economic and qeopolitical developments both in the world and in our country, it is expected that the fluctuations in exchange rates will adversely affect our profitability. For the purpose of managing the interest risks the company is exposed to, the gains and losses to occur in case of potential changes in interests are measured using sensitivity analyses on the basis of credit portfolio and cash flow projections. In addition, efforts are made to keep the floating rate loans at a reasonable rate. Derivative products may be used for protection against exchange risks that may result from both bank loans in foreign currencies.

nber of the Board of Directors / CFO) (Deputy General Manager of Türkiye and International Markets) mber (Strategic Planning & Corporate Communication) sury & Investor Relations) an Resources and Development) ce) < Health, Safety and Environment) ity Operations) and International Technical Authorization) hasing) uction Planning & Logistics) national Markets) echnology)

neering Projects Coordination)

ADMINISTRATIVE ACTIVITIES

Credit Risk of Customers:

The distribution and payment terms of trade receivables are of risk management. The company tries to decrease receivable risk by performing its transactions only with credible parties, and wherever possible, obtaining securities. While transactions are carried out without any security with Group A customers, securities are requested from Group C customers such as bank letters of guarantee or collaterals. To minimize the company is exposed to, the financial statuses, credit limits and securities of customers are monitored on a regular basis by the Credit Committee.

Strategic Risks:

The drug pricing policy set by the Ministry of Health (increase in institution discount rates and/or reduction in reference prices, non-revision of the reference exchange rate) may have negative effects on the industry, and consequently on our company. We try to overcome these negative effects by means of new markets, increasing product range, new sales policies, and effectively managed cost-limiting policies.

Operational Risks:

Operational risks are related with events affecting activities such as earthquakes, fire, and environmental accidents and smooth functioning of business processes. Insurable risks are revised on an annual basis and excluded by being insured.

Committee for Early Detection of Risks

Esref Günes Ufuk	Chairman (Independent Member of the Board of Directors)
Sengül Soytaş	Member (Independent Member of the Board of Directors)
Mesut Cetin	Member (Executive Member of the Board of Directors)

THENATURE AND AMOUNT OF THE FINANCINGS OURCES AND ISSUED CAPITAL MARKETINSTRUMENTS OF THE ORGANIZATION

The financing sources of our company consist of equity capital, the funds arising from its operations and short- and long-term debts from money and capital markets.

Under the Issuance Document approved by the Capital Markets Board on 15.09.2022 with decision number 50/1354, financial bonds with a nominal value of 150,000,000 TL, maturing in 364 days with coupon and principal repayment at maturity, were issued on 06.10.2023. Additionally, financial bonds with a nominal value of 80,000,000 TL, maturing in 273 days with coupon and principal repayment at maturity, were redeemed on 26.12.2023.

Under the same Issuance Document, financial bonds with a nominal value of 270,000,000 TL, sold on 28.02.2023, with an annual interest rate of 34%, maturing in 364 days with coupon and principal repayment at maturity, were also redeemed on 28.02.2024.

Furthermore, under the Issuance Document approved by the Capital Markets Board on 24.08.2023, the sale of financial bonds with a nominal value of 250,000,000 TL, bearing an annual interest rate of 46%, maturing in 364 days with coupon and principal repayment at maturity, was completed on 14.09.2023. Additionally, the sale of financial bonds with a nominal value of 200,000 TL, bearing an annual interest rate of 47%, maturing in 364 days with coupon and principal repayment at maturity, was completed on 05.10.2023, and the sale of financial bonds with a nominal value of 200,000,000 TL, bearing an annual interest rate of 47%, maturing in 364 days with coupon and principal repayment at maturity, was completed on 15.11.2023.

INVESTMENTS

In the 01.01.2023-31.12.2023 period, TRY 493,637,784 was invested in DEVA Holding A.Ş. and Group Companies, for Management Building, Plant, Machinery and Equipment, and Fixtures, TRY 1,366,738,191 for R&D, Registration and Licenses amounting to a total of TRY 1,860,375,975.

Our company, which holds a R&D center certificate, benefits from monetary support provided for Tübitak-approved R&D projects as well as tax and social security institution discounts for all projects under the R&D center. Maximum of expenses that are evaluated and approved by TUBITAK are paid as monetary support.

In 2023, incentivized expenditures anounting to TRY 628,822,475 TL were made under Tübitak-supported projects or within the scope of the R&D center.

In the same period, TRY 54,474,839 was spent for DEVA Kartepe facilities within the scope of the incentive certificate number 5013 7 received on 30.10.2018; TRY 427,005,337 was spent withing the scope of the incentive certificate numbered 525422 received for Çerkezköy facilities on 26.05.2021, and no expenditure has been realized within the scope of incentive certificate numbered 136611 dated 17.04.2018 for Çerkezköy facilities.

Incentivized expenses have various advantages in terms of VAT and Customs Tax exemption, Reduced Corporate Tax and other taxes.

INFORMATION ON THE SUBSIDIARIES AND RELATED COMPANIES

DEVA Subsidiaries

DEVATIS LTD

The company was established to sell and distribute medicinal products for human use and veterinary drugs in New Zeala

DEVATIS Gmbh

The company was established to sell and distribute medicinal products for human use and veterinary drugs in Germany.

DEVATIS AG

The company was established to sell and distribute medicinal products for human use and veterinary drugs in Switzerland.

DEVATIS INC.

The company was established to sell and distribute medicinal products for human use and veterinary drugs in the USA.

DEVATIS DE MEXICO, S.DE RL. DE C.V.

The company was established to sell and distribute medicinal products for human use and veterinary drugs in Mexico.

DEVATIS PTY.LTD

The company was established to sell and distribute medicinal products for human use and veterinary drugs in Australia.

DEVATIS CANADA INC

The company was established to sell and distribute medicinal products for human use and veterinary drugs in Canada.

DEVATIS d.o.o. BEOGRADE

The company was established to sell and distribute medicinal products for human use and veterinary drugs in Serbia.

DEVATIS B.V. (*)

The company was established to sell and distribute medicinal products for human use and veterinary drugs in the Netherlands. (*) Establishment procedures were completed on 12.02.2024.

INFORMATION ON THE SUBSIDIARIES AND RELATED COMPANIES

Subsidiaries

DEVA Holding holds 100% stake in Devals Ltd, which was established in order to sell and distribute its products abroad, Devatis GmbH, established in Germany, Devatis AG, established in Switzerland, Devatis de Mexico, Devatis de Mexico S. De R. De.Cv established in Mexico, Devatis Pty Ltd established in Australia, Devatis Canada Inc. established in Canada, Devatis d.o.o. Beograde established in Serbia, and Devatis B.V. in the Netherlands.

Other Related Companies

Operating in field of production of medicinal products for human use, active pharmaceutical ingredients and veterinary drugs and having its registered office in Luxembourg, Eastpharma S.a.f.l. is the major share of 82.20% Eastpharma S.a.r.l. is aso the major shareholder of Saba lac San. ve Tic. A.S. operating in Türkiye with a share of 99.99%.

Information on Commercial Relations with Subsidiaries and Related Companies

EastPharma S.a.r.l. has transferred, on a time-limited basis, the rights it holds the license and right to sale, to DEVA Holding through agreements with the Roche company operating in the pharmaceutical industry, Also in this period, the marketing of the products in question continued, and Eastpharma S.a.r. gained royalty revenue from DEVA Holding through the sales of these products in Türkiye.

Saba llaç purchases contract manufacturing services from DEVA Holding, In this context, Saba produced and stored by DEVA Holding as subcontractors. DEVA Holding provides R&D service to Saba at its R&D Center, whereby it carries out studies on Saba products and performs pilot production. In addition, Saba company purchases financial, administrative and marketing from DEVA Holding. The overseas sales of Saba drugs are also partially made by DEVA Holding.

Affiliation Report of Transactions made with the Holding Company and Subsidiaries

In accordance with Article 199 of Turkish Commercial Code No. 6102 effective as of 1 July 2012, the Board of Directors of DEVA Holding A.Ş. is obliged to prepare a report regarding its relations company and subsidiaries affiliated with holding company in the previous operating year within the first three months of the conclusion of this report in the annual report. The necessary explanations regarding the transactions made by DEVA Holding A. S. with the related parties are included in the footnote of the financial table no.7. Besides, the Board of Directors of DEVA Holding has prepared this Affiliation Report in accordance with related provision of the said law.

In this report issued by the board of directors of our Company, it has been concluded that, in all transactions made by our company with the holding company and subsidians of the holding company within 2023, a suitable counter performance was obtained in every transaction and there is not action taken or failed to be taken, resulting in a harm to the company, and within this framsaction on action, or non-action to require compensation according to circumstances and conditions known to us at the transaction.

CONCLUSION

Operating Period

Operating Period has resulted in a net profit of as follows:

• An amount of TL 3,385,418,491 TL after tax according to consolidated financial statements related to the period between 01.01.2023 31.12.2023 audited within the freamework of the communiqué Number II-14.1 of the Capital Markets Board in compliance with to the Turkish Accounting Standards (TMS/TFRS) by the independant auditor DRT Bağmsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş

• and net profit in the amount of TL 2,647,406,478.68 after tax according to the individual financial statements of DEVA Holding, drawn up within the framework of the relevant provisions of Tax Procedure Code No. 213 and Turkish Commercial Code.

Previous years losses arising from the inflation adjustments dated 31.12.2023 in accordance with the provisions of the Tax Procedure Law, inflation occuring in the accounts of legal reserves, extraordinary reserve funds and capital adjustment positive differences in accordance with the 5th and 7th paragraphs of the Tax Procedure Law. adjustment differences are offset.

We respectfully submit for the approval of the General Assembly that, in accordance with the Capital on all relevant legal regulations, Article 20 of the Company's Articles of Association and our Company's profit distribution policy as approved by the General Assembly Meeting dated 15.04.2019, the profit distribution as of 25 June 2024 related to the first and second dividend total gross profit amounting to TL 50,004,821.95 corresponding to the gross cash dividend of TL 0.250 per share with a nominal value of TL 1, corresponding to approximately 1.48% (25% of issued capital) of the total distributable net profit for the 2023 accounting period, to right holders as per the prepared within the framework of the relevant legal requations.

We respectfully submit to the approval of the General Assembly.

DEVA HOLDİNG A.S. Board of Directors

STATEMENT

RESOLUTION DATE : 17.05.2024 RESOLUTION NO : 2024/15

STATEMENT OF RESPONSIBILITY OF THE BOARD OF DIRECTORS REGARDING ACCEPTANCE OF FINANCIAL STATEMENTS AND ANNUAL REPORTS IN ACCORDANCE WITH ARTICLE 9 OF THE SECTION TWO OF "THE COMMUNIQUE ON PRINCIPLES OF FINANCIAL REPORTING IN CAPITAL MARKET" OF CAPITAL MARKETS BOARD

We hereby state that:

In accordance with "Communiqué on Principles in Relation to Financial Reporting in Capital Market (II-14.1)" (the Communiqué) of the Capital Markets Board ("CMB") for the accounting period of 01.01.2023 - 31.12.2023, prepared by our Company and independently audited by DRT Bağmsız Denetim ve Serbest Mali Müşavirlik A.Ş., and based on the CMB regulations, the consolidated financial statements prepared in line with the formats specified by Turkish Financial Reporting Standards ("TAS/TFRS") and the annual report prepared in line with the Turkish Code of Commerce and CMB Communiqué;

a) Have been reviewed by us,

b) Are within the framework of information we have in our field of duty and responsibility in our company, and do not contain explanations contrary to facts on significant subjects or do not contain any result in the explanation being misleading as of the date on which it is made,

c) And are within the framework of infield of duty and responsibility in our company, consolidated financial statements prepared according standards in force reflect the real situation relating to assets, liabilities, financial position and profit and loss of our company fairly and the annual report reflects the development and performance of the business, financial position of our Company fairly, including the significant risks and uncertainties faced by our company.

Best Regards,

Eşref Güneş UFUK Chairman of the Audit Committee

DECISION OF THE BOARD OF DIRECTORS ON THE ACCEPTANCE OF FINANCIAL STATEMENTS AND ANNUAL REPORTS

1

Mesut ÇETIN Vice-Chairman of the Board of Directors/CFO

Rıza YILDIZ Director, Financial Reporting and Accounting

DIVIDEND DISTRIBUTION

The "Profit Distribution Policy" of our company is determined in accordance with the Turkish Commercial Code, Capital Markets Legislation, Tax Legislation and other relevant legislation and in line with the proposal of the Board of Directors and the resolution of the General Assembly in accordance with the provisions of the articles of association.

The Company intends to distribute 5% of the issued capital as cash and / or share. However, this amount shall not exceed 30% of the net distributable profit for the period. In the implementation of this policy, the financial position of the Company, rund requirement due to mid- and long-term growth and investment strategies, conditions of the sector, the country and groundures, capital requirements of its subsidiaries and affiliates, investment and financing policies, profitability and taken into consideration.

The Board of Directors decides on dividend distribution for each accounting period, the proposal for distribution of the profit or the proposal for not distributing of the profit together with its rationale is disclosed to the legislation and announced on the website of the Company. The General Assembly may accept or reject the proposal.

In the profit distribution, each of our stakeholders has the right to receive dividends in proportion to its share. Dividends are distributed equally to all existing shares as of the date of distribution, regardless of issue and acquisition.

Dividend distribution commences on the date to be determined by the Board of Directors, provided that it is authorized by the General Assembly or the General Assembly by the end of the General Assembly meeting is held at the latest.

Since the Company's articles of association any provision for advance dividend distribution, no advance dividend is distributed. The Company may consider sin equal installments or in different installments in accordance with applicable legislation.

According to our consolidated financial statements, a post-tax profit of TRY 1,360,224,221 was earned, and solo financial statements developed in line relevant provisions of the Turkish Commercial Code and the Tax Procedures Law no. 213, a profit of TRY 1,341,706,26.46 was earned in the 2022 operating period, and, in accordance with the Capital Market Legislation, all relevant leqal requiring Article 20 of the Company's Articles of Association and our Company's profit distribution policy and as per the dividend distribution table prepared in accordance with the Company's Articles of Association and related legal requlations, first and second dividend total gross profit of TRY 30,002,893.17 equating to approximately 2.21% of the total distributable net profit for the 2022 accounting period (15% of the issued capital), and corresponding to a gross cash dividend of TRY 0.1350) for each share with a nominal value of 1 TL, profit to be qiven to other beneficiaries has been distributed as of 08.05.2023.

BOARD OF DIRECTORS

Board of Directors	Role	Beginning Date of Tenure	Roles in the Company
Philipp Haas	Chairman of the Board of Directors	14.07.2006	CEO
Mesut Çetin	Vice-Chairman of the Board of Directors	14.03.2008	CFO
Eşref Güneş Ufuk	Independent Member of the Board of Directors
Sengül Soytaş	Independent Member of the Board of Directors 01.04.2021
Ayşecik Haas	Non-Executive Member of the Board of Directors	22.05.2013

CORPORATE GOVERNANCE PRACTICES

Independence Statements of Independent Members of the Board of Directors Sengül Soytaş

DEVA Holding A.S. To the Corporate Governance Committee,

Since I have been nominated as an independent member of Directors candidate to be discussed at DEVA's ordinary general assembly meeting for the 2021 accounting period, I have fulfilled the conditions stated in the principles below within the scope of article 4.3.6 in the principles part of the Capital Markets Board's Corporate Communiqué No. II.17.1 and I comply with these principles. I confirm, declare and undertake that I will act accordingly.

a) No employment, capital or trade relation was established of a significant nature either directly, within the past five years between myself, my spouse and blood relatives up to second degree, or relatives by marriage and DEVA Holding, A.S., any of the related parties of DEVA Holding A.Ş., or legal persons with which shareholders holding a share of 5% or more in the capital of DEVA Holding, A.S. have relationship

b) I have not worked nor performed duty as the member of the board of directors in companies carrying on the operation and organization of the company wholly or partially within the framework of agreements made, mainly in companies carrying out auditing, rating and consultancy of DEVA Holding, A.S. within the past five years, c) I have the sufficient professional education, knowledge and experience to perform duly the tasks I will assume as an independent member of the board of directors,

d) I will not work full-time at public institutions and establishments after being elected as a membership of university in accordance with the legislation.

e) I am resident of Türkiye in accordance with the Income Tax Law dated 31.12.1960 no. 193. f) I have the strong ethical standards, professional reputation and experience to be able to make possitive contributions to the operations of DEVA Holding A.S., to protect my independence in conflicts of interest between shareholders and to taking into consideration benefit rights,

g) I will allocate sufficient ime to follow-up the functioning of the activities of DEVA Holding A.S. and to fully meet the requirements of my duties.

h) I have not served as a member of the Board of Directors for more than 6 years within the last 10 years, i) I do not serve as an independent member of the Board of Directors of more than three companies the management control of which is held by the shareholders who have the control of the Company, or of more than a total of five companies that are publicly traded.

i) I have not been registered and announced on behalf of the legal person elected as a member of Directors.

I kindly submit to the knowledge of our board of directors, partners and all related parties.

Yours truly

Date: 19.01.2022 Name, surname: Sengül Soytaş Signature:

STATEMENT OF INDEPENDENCE

Independence Statements of Independent Members of the Board of Directors Eşref Güneş Ufuk

STATEMENT OF INDEPENDENCE

DEVA Holding A.S. To the Corporate Governance Committee,

Since I have been nominated as an independent member of Directors candidate to be discussed at DEVA's ordinary general assembly meeting for the 2021 accounting period, I have fulfilled the conditions stated in the principles below within the scope of article 4.3.6 in the principles part of the Capital Markets Board's Corporate Communiqué No. II.17.1 and I comply with these principles. I confirm, declare and undertake that I will act accordingly.

a) No employment, capital or trade relation was established of a significant nature either directly, within the past five years between myself, my spouse and blood relatives up to second degree, or relatives by marriage and DEVA Holding, A.S., any of the related parties of DEVA Holding A.S., or legal persons with which shareholders holding a share of 5% or more in the capital of DEVA Holding, A.Ş. have relationship

b) I have not worked nor performed duty as the member of directors in companies carrying on the operation and organization of the company wholly within the framework of agreements made, mainly in companies carrying out auditing, rating and consultancy of DEVA Holding, A.Ş. within the past five years,

c) I have the sufficient professional education, knowledge and experience to perform duly the tasks I will assume as an independent member of the board of directors,

d) I will not work full-time at public institutions and establishments after being elected as a membership of university in accordance with the legislation.

e) I am resident of Türkiye in accordance with the Income Tax Law dated 31.12.1960 no. 193.

f J I have the strong ethical standards, professional reputation and experience to be able to make positive contributions to the operations of DEVA Holding A.S., to protect my independence in conflicts of interest between shareholders and to taking into consideration benefit rights,

g ) I will allocate sufficient time to follow-up the activities of DEVA Holding A.S. and to fully meet the requirements of my duties,

h) I have not served as a member of the Board of Directors for more than 6 years within the last 10 years,

i) I do not serve as an independent member of the Board of Directors of more than three companies the management control of which is held by the shareholders who have the control of the Company, or of more than a total of five companies that are publicly traded.

j) I have not been registered and announced on behalf of the legal person elected as a member of Directors

I kindly submit to the knowledge of our board of directors, partners and all related parties.

Yours truly

Date: 19.01.2022 Name, surname: Esref Günes Ufuk Signature:

Esref Günes Uf

CORPORATE GOVERNANCE PRACTICES

Duties and Authorizations of the Members of the Board of Directors The chairman and members of the Board of Directors possess the duthorities specified in the relevant articles of the Turkish Code of Commerce and the Company's Articles of Association.

Board of Directors Meetings During the Period and all decisions were made unanimously.

External Roles of the Members of the Board of Directors

Board of Directors	Role	External Roles
Philipp Haas	Chairman of the Board of Directors	- Eastpharma Ltd./Saba Ilaç Sanayi ve Ticaret A.Ş. /New Life Yaşam Sigorta A.Ş/ Eastpharma Ilaç Uretim Pazarlama San. ve Tic. A.Ş (Chairman of the Board of Directors) - Eastpharma Sarl/Devatis Inc (Member of the Board of Directors) - Devatis Ltd/Devatis Gmbh/Devatis A.G/ Devatis de Mexico, S.DE RL. DE C.V/Devatis Pty Ltd, Devatis Canada Inc, Devatis d.o.o. Beograde and Devatis B.V. (Manager)
Mesut Çetin	Vice Chairman of the Board of Directors	- EastPharma Ltd (Member of the Board of Directors) -Saba İlaç Sanayi ve Ticaret A.Ş. (Member of the Board of Directors-CFO)
Eşref Güneş Ufuk	Independent Member of the Board of Directors	K2C Danışmanlık (Founding Member)
Sengül Soytaş	Independent Member of the Board of Directors	Consultant
Ayşecik Haas	of Directors	Non-Executive Member of the Board New Life Yaşam Sigorta A.Ş (Member of the Board of Directors)

Financial Benefits Provided to the Members of the Board of Directors and Senior Managers

The total amount of financial benefits such as attendance fee, remum, bonus, severance pay etc. provided to Members of the Board of Directors and Senior Executives within the period is as follows: TRY 2,478,691 for the Members of the Board of Directors and TRY 435,035,782 for Senior Executives, and the total as fuel, telephone, etc. is TRY 114,726 for the Members of the Board of Directors and TRY 1,133,258 for Senior Executives, amounting to TRY 438,762,457.

During the period, 32 Board of Directors Meetings were conducted with the participation of all members,

CORPORATE GOVERNANCE PRACTICES

STATEMENT OF COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES

DEVA Holding ("DEVA" of "the Company"), with the awareness of the responsibilities it carries to stakeholders, has adopted the notions of "equality", "transparency", "accountability", which form the basis of its corporate management during the activities, and makes maximal effort and shows vigilance to comply with Capital Market Law (CML) and secondary rules and decisions of the Capital Market Board (CMB). DEVA Holding believes in the importance with Corporate Governance Principles. In the operating period that ended on December 31, 2023, the Company has adopted and put into practice the corporate governance principles which the annexto the Corporate Governance Communiqué and are required by the relevant regulations. Maximal effort is also being made to comply with the voluntary principles that are not required by the relevant regulations, and there has been no conflicts of interest up until now between the stakeholders regarding those principles that have not been fully complied for the time being.

Statements regarding compliance with the corporate governance principles included in the anex to the Corporate Governance Communiqué in the operating period that ended on December 31, 2023 are provided in the Corporate Governance Compliance Report ("URF") and Corporate Governance Information Form ("KYBF") and in other relevant parts of the report.

In the future, efforts will continue to be made for better operating the framework of the said principles of corporate governance practices of the partnership, and to improve our corporate governance practices, including the voluntary principles that are mandatory and a limited number of those that could not be implemented.

Should any changes occur in URF or KYBF during the period, a special case announcement will be made and such changes will also be included in the interim activity reports.

Corporate Governance Compliance Report

1.1. FACILITATING THE EXERCISE OF SHAREHOLDE

1.1.2- Up-to-date information and disclosur affect the exercise of shareholder rights are investors at the corporate website.

1.2. RIGHT TO OBTAIN AND REVIEW INFORMATION

1.2.1 - Management did not enter into any th would complicate the conduct of special au

1.3. GENERAL ASSEMBLY

1.3.2 - The company ensures the clarity of the Assembly agenda, and that an item on the a cover multiple topics.

1.3.7- Insiders with privileged information h the board of directors about transactions co their behalf within the scope of the company order for these transactions to be presented Shareholders' Meeting.

1.3.8 - Members of the board of directors w concerned with specific agenda items, audi related persons, as well as the officers who for the preparation of the financial stateme present at the General Shareholders' Meetin

1.3.10 - The agenda of the General Sharehold included a separate item detailing the amou beneficiaries of all donations and contribut

1.3.11 - The General Shareholders' Meeting to the public, including the stakeholders, wi the right to speak.

1.4. voting rights

1.4.1 - There is no restriction preventing share exercising their shareholder rights.

1.4.2 - The company does not have shares the privileged voting rights.

1.4.3-The company withholds from exercisi rights at the General Shareholders' Meeting with which it has cross-ownership, in case s cross-ownership provides management con

1.5. MINORITY RIGHTS

				Company Compliance Status		Explanation
					Yes Partial No Exempted Not Applicable
RIGHTS
res which may available to	×
ransaction that udit.	x
he General agenda does not	X
ave informed onducted on y's activities in d at the General					X
ho are itors, and other are responsible nts were ng.	×
lders' Meeting unts and ions.		X				The donations and grants made during the period were categorized in the General Assembly and offered as information to the shareholders as they are very diverse in terms of institution and amount
was held open ithout having					x	There have been no such demands
areholders from	×
hat carry			X			As per the Articles of Association, the Company has 10 times the voting right for group C shares have as compared to group A and group B privileged shares.
ng its voting g of any company such ntrol.					X	Our Company has no partnerships in which it is in a mutual shareholding relationship.

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				Company Compliance Status
					Yes Partial No Exempted Not Applicable	Explanation
3.3.9 - A safe working environment for employees is maintained.	×
3.4. RELATIONS WITH CUSTOMERS AND SUPPLIERS
3.4.1-The company measured its customer satisfaction, and operated to ensure full customer satisfaction.					x
3.4.2 - Customers are notified of any delays in handling their requests.					×
3.4.3 - The company complied with the quality standards with respect to its products and services.	X
3.4.4 - The company has in place adequate controls to protect the confidentiality of sensitive information and business secrets of its customers and suppliers.	X
3.5. ETHICAL RULES AND SOCIAL RESPONSIBILITY
3.5.1 - The board of the corporation has adopted a code of ethics, disclosed on the corporate website.	×
3.5.2-The company has been mindful of its social responsibility and has adopted measures to prevent corruption and bribery.	X
4.1. ROLE OF THE BOARD OF DIRECTORS
4.1.1 - The board of directors has ensured strategy and risks do not threaten the long-term interests of the company, and that effective risk management is in place.	X
4.1.2 - The agenda and minutes of board meetings indicate that the board of directors discussed and approved strategy, ensured resources were adequately allocated, and monitored company and management performance.	X
4.2. ACTIVITIES OF THE BOARD OF DIRECTORS
4.2.1-The board of directors documented its meetings and reported its activities to the shareholders.	×
4.2.2 - Duties and authorities of the members of the board of directors are disclosed in the annual report.		X				It is stated in the annual report, that the Turkish Commercial Code was complied with regarding the duties and authorities of the members of the board of directors and that a counting method was not adopted
4.2.3-The board has ensured the company has an internal control framework adequate for its activities, size and complexity.	X
4.2.4 - Information on the functioning and effectiveness of the internal control system is provided in the annual report.	X
4.2.5 - The roles of the Chairman and Chief Executive Officer are separated and defined.			X			The Chairman of the Board of Directors also serves as the CEO because he is the Chairman of the Board of Directors of the main shareholder Eastpharma Ltd and because of his knowledge of the sector from his prior experience.

4.2.7-The board of directors ensures that the
Relations department and the corporate gov
committee work effectively. The board work
them when communicating and settling dis
shareholders.

4.2.8 - The company has subscribed to a Dire Officers liability insurance covering more tha capital.

4.3. STRUCTURE OF THE BOARD OF DIRECTORS

4.3.9 - The board of directors has approved f own composition, setting a minimal target o female directors. The board annually evalual composition and nominates directors so as f with the policy.

4.3.10 - At least one member of the audit com years of experience in audit/accounting and

4.4. BOARD MEETING PROCEDURES

4.4.1-Each board member attend the majori meetings in person or via an electronic boar system

4.4.2 - The board has formally approved a m which information and documents relevant items should be supplied to all board memb

4.4.3 - The opinions of board members that c attend the meeting, but did submit their opi format, were presented to other members. 4.4.4 - Each member of the board has one vo

4.4.5 - The board has a charter/written inter defining the meeting procedures of the boar

4.4.6 - Board minutes document that all item agenda are discussed, and board resolutions director's dissenting opinions if any.

4.4.7-There are limits to external commitme members. Shareholders are informed of boa external commitments at the General Share Meeting.

CE PRACTICES

		Company Compliance Status
					Yes Partial No Exempted Not Applicable	Explanation
e Investor vernance ks closely with putes with	X
ectors and an 25% of the		×				Our director's liability insurance has been fulfilled by our main shareholder
the policy on its of 25% for ates its to be compliant		X				Although a target rate of at least 25% and target time regarding the female member percentage in the Board of Directors was not set by our Company, there are two female member in our board of directors.
mmittee has 5 d finance.	X
ity of the board rd meeting	×
ninimum time by to the agenda bers.		X				Although there is no minimum period based on a documented rule, it was ensured that all members of the Board of Directors were informed before the meeting.
could not inion in written					x
ote.	X
rnal rules rd.			×			Although the Board of Directors meetings are held under certain rules, these rules are not documented in writing.
ms on the s include	X
ents of board ard members' eholders'		x				The members of the Board of Directors outside the company are not restricted with respect to external commitments. On the other hand, the duties taken by the members outside the company are presented to the shareholders with the annual report.

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CORPORATE GOVERNANCE PRACTICES

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.
PDP link to the related general shareholder meeting

K to the related general Sharenolder meet minutes in case the board of directors proposed to the general assembly not to distribute dividends

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 epresente 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
28/04/ 2023		% 83.13	% 0,83	% 82,3		Investor Relations-General Assembly-2022 Investor Relations-General Assembly-2022			https: 154 www.kap.org.tr/t Bildirim/113109

-

2. DISCLOSURE AND TRANSPARENCY

	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 real person shareholder of more than 5%.
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	Corporate Governance Practices-Statements of Independence of Independent Members of the Board of Directors-Duties of the Members of the Board of Directors Outside the Company
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	Administrative Activities-Committees and Working Principles
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 Practices-Board of Directors Meetings held within the period

ç) The page numbers and/ Annual Report that demon amendments in the legisla affect the activities of the c

d) The page numbers and/ Annual Report that demor significant lawsuits filed a possible results thereof

e) The page numbers and/ Annual Report that demon

conflicts of interest of the c institutions that it purchas investment consulting and taken by the corporation in conflicts of interest

f) The page numbers and/o Annual Report that demon cross ownership subsidiari to the capital exceeds 5%

g) The page numbers and/ Annual Report that demon social rights and professio and activities of corporate of the corporate activities environmental results

3. STAKEHOLDERS

3.1. Corporation's Policy on Stakeho

The name of the section on the demonstrates the employee re

The number of definitive conv subject to in relation to breach The position of the person resp mechanism (i.e. whistleblowin The contact detail of the comp

3.2. Supporting the Participation of Corporation's Management

Name of the section on the con demonstrates the internal reg participation of employees on

/or name of the sections in the nstrate the information on ation which may significantly corporation	Administrative Activities-Information on Legislative Changes That Can Significantly Affect Company Activities within the Period
/or name of the sections in the nstrate the information on gainst the corporation and the	Administrative Activities-Cases-Consolidated Financial Statements-Litigation Provisions
/or name of the sections in the nstrate the information on the corporation among the ses services on matters such as d rating and the measures in order to avoid from these	Administrative Activities-Conflicts of Interest Between the Institutions that the Company Receives Services on Matters such as Investment Consultancy and Rating and Information about the Measures Taken by the Company to Prevent these Conflicts of Interest
or name of the sections in the nstrate the information on the ies that the direct contribution	There is no cross shareholding relationship in our Company's capital.
/or name of the sections in the nstrate the information on nal training of the employees e social responsibility in respect that arises social and	Human Resources and Development-Administrative Activities-Rights and Interests Provided to the Personnel and Employees-Information on donations made in the period
olders
e corporate website that emedy or severance policy	Investor Relations-Policies-Compensation Policy
ictions the company was h of employee rights	57
ponsible for the alert ng mechanism)	Vice Chairman of the Board-CFO
pany alert mechanism	mcetin@deva.com.tr
the Stakeholders in the
rporate website that gulation addressing the management bodies

CORPORATE GOVERNANCE PRACTICES

			Our company meticulously
Corporate bodies where employees are actually represented 3.3. Human Resources Policy	Occupational Health and Safety Board, Discipline Committee		avoids unethical behaviors such as bribery, corruption and misconduct. The "Ethical
The role of the board on developing and ensuring that the company has a succession plan for the key management positions		Any measures combating any kind of corruption including embezzlement and bribery	Principles" procedure of our company was shared with all of our employees via intranet and mechanisms were established to
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	Deva Human Resources		ensure compliance with related issues.
of relevant parts of the human resource policy.	Pay edindirme planı bulunmuyor	4. BOARD OF DIRECTORS-
Whether the company provides an employee stock ownership programme	(There isn't an employee stock	4.2. Activity of the Board of Directors
	ownership programme)	Date of the last board evaluation conducted
	Our company attaches great importance to creating a	Whether the board evaluation was externally facilitated	Hayır (No)
	working environment which is free from any verbal and physical	Whether all board members released from their duties at the GSM	Evet (Yes)
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.	harassment against race, ethnicity, religion, physical or sexual characteristics, sexual orientation or any other factor prohibited by law. Any behavior of abusive nature that may arise in terms of age, language, race, health, gender and marital	Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties	Philipp Daniel Haas-CEO, Mesut Çetin-CFO. They are authorized to represent and bind the company with their joint signature in the broadest sense in all aspects.
	status, behaviors arising from sexual harassment acts of verbal, physical or behavioral nature are evaluated by the Disciplinary Committee	Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	20
The number of definitive convictions the company is		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	Administrative Activities-Risks and Evaluation of the
subject to in relation to health and safety measures			Governing Body
3.5. Ethical Rules and Social Responsibility		Name of the Chairman	Philipp Daniel Haas
The name of the section on the corporate website that demonstrates the code of ethics	Investor Relations-Policies-Ethical Principles Procedure	Name of the CEO If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the	Philipp Daniel Haas https://www.kap.org.tr/tr /Bildirim/1016647
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.	Get to Know Us Our - Understanding of Sustainability - Sustainability Reports	rationale for such combined roles 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 name of the section on the corporate website that demonstrates current diversity policy targeting women directors
		The number and ratio of female directors within the Board of Directors	2person 40%

Composition of Board of Directors

Name, Surname of Board Member	Whether Executive Director Or Not	Whether Independent Date To Director Or Not	The First Election Board	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	Whether The Director Has At Least 5 Years' Experience On Audit, Accounting And/Or Finance Or Not
Philipp Daniel Haas	İcrada görevli (Executive)	Bağımsız üye değil (Not independent director)	14/07/ 2006		İlgisiz (Not applicable)	İlgisiz (Not applicable)	Evet (Yes)
Çetin	Mesut Icrada görevli (Executive)	Bağımsız üye değil (Not independent director)	14/03/ 2008		Ilgisiz (Not applicable)	Ilgisiz (Not applicable)	Evet (Yes)
Eşref Güneş Ufuk	İcrada Görevli Değil (Non-executive)(Independent	Bağımsız üye director)	2018	https:// 27/09/ www.kap.org.tr/ tr/Bildirim/ 1008750	Değerlendirildi (Considered)	Hayır (No)	Evet (Yes)
Sengül	lcrada Görevli Değil Soytas (Non-executive)(Independent	Bağımsız üye director)	2021	https:// 01/04/ www.kap.org.tr/ tr/Bildirim/ 1008750	Değerlendirildi (Considered)	Hayır (No)	Evet (Yes)
Ayşecik	İcrada Görevli Değil Haas (Non-executive)	Bağımsız üye değil (Not independent director)	22/05/ 2013		llgisiz (Not applicable)	Ilgisiz (Not applicable)	Evet (Yes)

CORPORATE GOVERNANCE PRACTICES

4. BOARD OF DIRECTORS-II
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	% 100
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
The name of the section on the corporate website that demonstrates information about the board charter	None
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Administrative Activities-Committees and Working Principles
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr /Bildirim/688585

Composition of Board Committees-l

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)		Eşref Güneş Ufuk	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)		Sengül Soytaş	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)		Eşref Güneş Ufuk	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)		Sengül Soytaş	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)		Mesut Çetin	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)		Eşref Güneş Ufuk	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)		Sengül Soytaş	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)		Mesut Çetin	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Sustainability Subcommittee	Mesut Çetin	Evet (Yes)	Yönetim kurulu üyesi (Board member)

CORPORATE GOVERNANCE PRACTICES

1. BOARD OF DIRECTORS-III

4.5. Board Committees-II

Specify where the activitie presented in your annual or section name in the ann Specify where the activities committee are presented i (Page number or section nam

Specify where the activities are presented in your annu number or section name in Specify where the activities committee are presented i (Page number or section nam

Specify where the activities are presented in your annu number or section name in

4.6. Financial Rights

Specify where the operatio their achievement are pres (Page number or section nam

Specify the section of webs for executive and non-exec

Specify where the individu members and senior execu annual report (Page numb report)

s of the audit committee are report or website (Page number nual report/website)	Administrative Activities-Committees and Working Principles
es of the corporate governance in your annual report or website me in the annual report/website)	Administrative Activities - Committees and Working Principles
s of the nomination committee ual report or website (Page n the annual report/website)
es of the early detection of risk in your annual report or website me in the annual report/website )	Administrative Activities - Committees and Working Principles
s of the remuneration committee ual report or website (Page n the annual report/website)
onal and financial targets and sented in your annual report me in the annual report)	Consolidated Financial Statements
site where remuneration policy cutive directors are presented.	Investor Relations-Policies-Board Remuneration Policy
ual remuneration for board utives are presented in your er or section name in the annual	Corporate Governance Practices-Financial Rights provided to the Members of the Board of Directors and Senior Management

Names Of The Board Committees	Name of committees first column	The Percentage Directors	The Percentage Of The Committee	Person	The Number Of The Number Of Reports On defined as "Other" in the Of Non-executive Independent Directors In Meetings Held In Its Activities Submitted To The Board
Denetim Komitesi (Audit Committee)		% 100	% 100	11	4
Kurumsal Yönetim Komitesi (Corporate Governance Committee)		% 67	% 67	6
Riskin Frken Saptanması Komitesi (Committee of Early Detection of Risk)		% 67	% 67	6	6

SUSTAINABILITY PRINCIPLES COMPLIANCE REPORT

SUSTAINABILITY PRINCIPLES

As DEVA Holding, we believe that sustainability is a social and even a global responsibility that we should all adopt towards the world we live in.

Our primary goals are to leave a more livable world to future generations, energy efficiency and to use resources effectively without harming the nature, and to ensure the widespread use of recycling practices, and our activities are carried out in accordance with ISO 14001 Environmental Management System standards in all our production facilities and headquarters.

In order to ensure sustainable development, protecting the ecological balance, contributing to the reduction of carbon footprint and emissions, which are the main responsible factors for global warming, and raising awareness in the society by promoting the effective use of natural resources are our main focus areas.

Within the framework of "Compliance with Sustainbility Principles" introduced by the Corporate Governance Communiqué of the Capital Markets Board and whose implementation is basis; by following the developments related to sustainability in Türkiye and in the world, to carry out studies and procedures within the Company and to present their opinions and suggestions, to review the sustainability management, policies and effectiveness at least twice a year, to ensure that sustainability can be steered quickly, effectively and healthily within the Company.

A "Sustainability Subcommittee" was established to work under the Corporate Committee in order to ensure and contribute to the development of standards, and the "2022 Sustainability Report" was published within the framework of related studies.

Sustainability Subcommittee

Mesut Çetin	Chairman (Member of the Board of Directors/CFO)
Doğan Varinlioğlu	Vice Chairman (Deputy General Manager of Türkiye and International Markets)
Emre Günaydın	Secretary / Member (Strategic Planning & Corporate Communication)
Gülseren Mahmutoğlu	Member (Treasury & Investor Relations)
Gülcan Gümüş	Member (Human Resources and Development)
Aytaç Aysuna Erden	Member (Legal)
Rıza Yıldız	Member (Finance)
Sibel Kayaoğlu	Member (Work Health, Safety and Environment)
Fatma Yanbasan Turp	Member (Quality Operations)
Saniye Yarar	Member (R&D and International Technical Authorization)
Gökhan Kaba	Member (Purchasing)
Murat Aksoy	Member (Production Planning & Logistics)
Serkan Varlık-Mert Uz	Member (International Markets)
Irfan Çinkaya	Member (Biotechnology)
Suat Cingiler	Member (Engineering Projects Coordination)

Sustainability Compliance Report

A. GENERAL PRINCIPLES

A1. Strategy, Policy and Goals

A1.1. The prioritised environmental, social and corporate governance (ESG) issues, risks and opportunities have been determined by the Company's Board of Directors.

A1.1. The ESG policies (Environmental Policy, Energy Policy, Human Rights and Employee Policy etc.) have been created and disclosed to the public by the Company's Board of Directors.

A1.2. The short and long-term targets set within the scope of ESG policies have been disclosed to the public.

A2. Implementation/Monitoring

A2.1. The responsible committees and/or business units for the implementation of ESG policies and the senior officials related to ESG issues in the Company and their duties have been identified and disclosed to the public. A2.1. The activities carried out within the scope of policies by the responsible committee and/or unit have been reported to the Board of Directors at least once a vear.

A2.2. In line with the ESG targets, the implementation and action plans have been formed and disclosed to the public.

A2.3. The Key ESG Performance Indicators (KPI) and the level of reaching these indicators have been disclosed to the public on yearly basis.

A2.4. The activities for improving the sustainability performance of the business processes or products and services have been disclosed to the public.

A3. Reporting

A3.1. The information about the sustainability performance, targets and actions have been given in annual reports of the Company an understandable, accurate and sufficient manner.

A3.2. The information about activities which are related to the United Nations (UN) 2030 Sustainable Development Goals have been disclosed to the public.

A3.3. The lawsuits filed and/or concluded against the Company about ESG issues which are material in terms of ESG policies and/or will significantly affect the Company's activities, have been disclosed to the public.

Company Compliance Status			Report Information on Publicly Disclosed Information (Page
			Yes Partial No Applicable	Explanation	number, menu name on the website)
×					https://www.deva.com.tr/en/policy
×					https://www.deva.com.tr/en/policy
	X			Our work on this issue continues.	https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ DEVAHolding-A.S .- 2022-Sustainability-Report.pdf
×					https://www.deva.com.tr/en/committees
×
		×		Action plans on the issue have been created but have not been disclosed to the public.
	X			Our work on this issue continues.	https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ DEVAHolding-A.S.-2022-Sustainability-Report.pdf
×					https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ DEVAHolding-A.S .- 2022-Sustainability-Report.pdf
×					Annual Report, Sustainability Principles Compliance Report
		X		We do not have any work regarding to this subject.
			X	There is no lawsuits in this matter.

SUSTAINABILITY PRINCIPLES COMPLIANCE REPORT

SUSTAINABILITY PRINCIPLES COMPLIANCE REPORT

		Company Compliance Status Not Yes Partial No Applicable			Explanation	Report Information on Publicly Disclosed Information (Page number, menu name on the website)
A4. Verification
A4.1. The Company's Key ESG Performance metrics have been verified by an independent third party and publicly disclosed.		X			It is explained in general terms in the sustainability reports.	https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ DEVAHolding-A.S .- 2022-Sustainability-Report.pdf
B. ENVIRONMENTAL PRINCIPLES
B1. The policies and practices, action plans, environmental management systems (known by the ISO 14001 standard) and programs have been disclosed.	x					https://www.deva.com.tr/en/policy
B2. The environmental reports prepared to provide information on environmental management have been disclosed to the public which is inculiding the scope, reporting period, reporting date and limitations about the reporting conditions.		X			It is explained in general terms in the sustainability reports.	https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ DEVAHolding-A.S .- 2022-Sustainability-Report.pdf
B4. The environmental targets within the scope of performance incentive systems which included in the rewarding criteria have been disclosed to the public on the basis of stakeholders (such as members of the Board of Directors, managers and employees).			X		No incentives were offered for the management tor environmental issues.
B5. How the prioritised environmental issues have been integrated into business objectives and strategies has been disclosed.		X			It is explained in general terms in the sustainability reports.	https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ DEVAHolding-A.S.-2022-Sustainability-Report.pdf
B7. The way of how environmental issues has been managed and integrated into business objectives and strategies throughout the Company's value chain, including the operational process, suppliers and customers has been disclosed.	X					https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ DEVAHolding-A.S.-2022-Sustainability-Report.pdf
B8. Whether the Company have been involved to environmental related organizations and non-governmental organizations' policy making processes and collabrations with these organizations has been disclosed.			X		We do not have any work regarding to this subject.
B9. In the light of environmental indicators (Greenhouse gas emissions (Scope-1 (Direct), Scope-2 (Energy indirect), Scope-3 (Other indirect), air quality, energy management, water and wastewater management, waste management, biodiversity impacts)), information on environmental impacts is periodically disclosed to the public in a comparable manner.	x					https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ DEVAHolding-A.S.-2022-Sustainability-Report.pdf
B10. Details of the standard, protocol, methodology, and baseline year used to collect and calculate data has been disclosed.	X					https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ DEVAHolding-A.S.-2022-Sustainability-Report.pdf
B11. The increase or decrease in Company's environmental indicators as of the reporting year has been comparatively disclosed with previous years.	X					https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ DEVAHolding-A.S .- 2022-Sustainability-Report.pdf

B12. The short and long-term targets for reducing the environmental impacts have been determined and the progress compared to previous years' targets has been disclosed.
B13. A strategy to combat the climate crisis has been created and the planned actions have been publicly disclosed.
B14. The programs/procedures to prevent or minimize the potential negative impact of products and/or services on the environment have been established and disclosed.
B14. The actions to reduce greenhouse gas emissions of third parties (suppliers, subcontractors, dealers, etc.) have been carried out and disclosed.
B15. The environmental benefits/gains and cost savings of initiatives/projects that aims reducing environmental impacts have been disclosed.
B16. The data related to energy consumption (natural gas, diesel, gasoline, LPG, coal, electricity, heating, cooling, etc.) has been disclosed as Scope-1 and Scope-2.
B17. The information related to production of electricity, heat, steam and cooling as of the reporting year has been disclosed.
B18. The studies related to increase the use of renewable energy and transition to zero/low carbon electricity have been conducted and disclosed.
B19. The renewable energy production and usage data has been publicly disclosed.
B20. The Company conducted projects about energy efficiency and the amount of reduction on energy consumption and emission achieved through these projects have been disclosed.
B21. The water consumption, the amount, procedures and sources of recycled and discharged water from underground or above ground (if any), have been disclosed.
B22. The information related to whether Company's operations or activities are included in any carbon pricing system (Emissions Trading System, Cap & Trade or Carbon Tax).
B23. The information related to accumulated or purchased carbon credits within the reporting period has been

B24. If carbon pricing is applied within the Company, the details have been disclosed.

B25. The platforms where the Company discloses its environmental information have been disclosed.

Company Compliance Status Not				Explanation	Report Information on Publicly Disclosed Information (Page number, menu name on the website)
	/es Partial No		Applicable
	X			Our work on this issue continues.
X					https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ DEVAHolding-A.S .- 2022-Sustainability-Report.pdf
X					https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ DEVAHolding-A.S .- 2022-Sustainability-Report.pdf
		×		We do not have any work regarding to this subject.
	X			Our work on this issue continues.	https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ DEVAHolding-A.S.-2022-Sustainability-Report.pdf
X					https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ DEVAHolding-A.S .- 2022-Sustainability-Report.pdf
		X		We do not have any work regarding to this subject.
		×		We do not have any work regarding to this subject.
		X		We do not have any work regarding to this subject.
		X		We do not have any work regarding to this subject.
X					https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ DEVAHolding-A.S.-2022-Sustainability-Report.pdf
		×		We do not have any work regarding to this subject.
		X		We do not have any work regarding to this subject.
		×		We do not have any work regarding to this subject.
X					www.deva.com.tr

79

SUSTAINABILITY PRINCIPLES COMPLIANCE REPORT

SUSTAINABILITY PRINCIPLES COMPLIANCE REPORT

	Company Compliance Status			Explanation	Report Information on Publicly Disclosed Information (Page
		es Partial No	Not Applicable		number, menu name on the website)
C. SOCIAL PRINCIPLES C1. Human Rights and Employee Rights
C1.1. The Institutional Human Rights and Employee Rights Policy has been established in the ligh of the Universal Declaration of Human Rights, ILO Conventions ratified by Turkey and other relevant legislation. The policy and the officals that responsible for the implementation of it have been determined and disclosed.	X			Sustainability Policy - Ethical Principles Procedure	https://www.deva.com.tr/en/policy
C1.2. Considering the effects of supply and value chain, fair workforce, improvement of labor standards, women's employment and inclusion issues (gender, race, religion, language, marital status, ethnic identity, sexual orientation, gender identity, family responsibilities, union activities, political opinion, disability, social and cultural differences, etc., such as non-discrimination) are included in its policy on employee rights.	X			Ethical Principles Procedure	https://www.deva.com.tr/en/policy
C1.3. The measures taken for the minority rights/equality of opportunity or the ones who are sensitive about certain economic, environmental, social factors (low income groups, women, etc.) along the supply chain have been disclosed.		X		Our work on this issue continues.
C1.4. The developments regarding preventive and corrective practices against discrimination, inequality, human rights violations, forced and child labor have been disclosed.	X			Ethical Principles Procedure	https://www.deva.com.tr/en/policy
C1.5. Investments in employees (education, development policies), compensation, fringe benefits, right to unionize, work/life balance solutions and talent management are included in the employee rights policy.	X			Fundamental Rights and Responsibilities Procedure
C1.5. The mechanism for employee complaints and resolution of disputes have been established and related solution processes have been determined.	X
C1.5. The activities carried out within the reporting period which related to ensure employee satisfaction have been disclosed.			x	Studies on this subject have not been made public.
C1.6. The occupational health and safety policies have been established and disclosed.	X				https://www.deva.com.tr/en/ health-safety-and-environmental-policy
C1.6. The measures taken for protecting health, preventing occupational accidents and related statistics have been disclosed.	x				https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ DEVAHolding-A.S .- 2022-Sustainability-Report.pdf
C1.7. The personal data protection and data security policies have been established and disclosed.	X				https://www.deva.com.tr/tr/kvkk
C1.8. The ethics policy have been established and disclosed.	X				https://www.deva.com.tr/en/policy
C1.9. The studies related to social investment, social responsibility, finansal inclusivity and access to finance have been explained.			X	We do not have any work regarding to this subject.

C1.10. The informative meetings and training programs
related to ESG policies and practices have been
organized for employees.

C2. Stakeholders, International Standards and Initiatives

C2.1. The customer satisfaction policy regarding the management and resolution of customer complaints has been prepared and disclosed.

C2.2. The information about the communication with stakeholders (which stakeholder, subject and frequency) have been disclosed.

C2.3. The international reporting standards that adopted in reporting have been explained.

C2.4. The principles adopted regarding sustainability,the signatory or member international organizations, committees and principles have been disclosed.

C2.5. The improvements have been made and studies have been carried out in order to be included in the Borsa Istanbul sustainability indices and/or international index providers.

D. CORPORATE GOVERNANCE PRINCIPLES

D1. The opinions of stakeholders have been sought in the determination of measures and strategies related to sustainability field.

D2. The social responsibility projects, awareness activities and trainings have been carried out to raise awareness about sustainability and its importance.

Company Compliance Status					Report Information on Publicly Disclosed Information (Page
	Yes Partial No		Not Applicable	Explanation	number, menu name on the website)
x
	x			Ethical Principles Procedure
x					https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ DEVAHolding-A.S .- 2022-Sustainability-Report.pdf
X					https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ DEVAHolding-A.S .- 2022-Sustainability-Report.pdf
x					https://www.deva.com.tr/uploads/pdf_files/faaliyet_raporlari/ DEVAHolding-A.S.-2022-Sustainability-Report.pdf
	x			Our work on this issue continues.
X
×

INFORMATION FOR THE SHAREHOLDERS

Contact Details

: Halkalı Merkez Mah. Basın Ekspres Cad. No.1 Küçükçekmece-İstanbul, Türkiye Address Phone : +90 212-692 92 92 : +90 212-697 02 08 Fax Website : www.deva.com.tr E-Mail address : deva@deva.com.tr

Trade Registry Information of the Company

Trade Register Register No. : 70061

Independent Auditor

	DELOITTE TOUCHE TOHMATSU LIMITED
	Drt Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş
Phone	: +90 212 366 60 00
Fax	: +90 212 366 60 10

Tax Attestation

PWC YMM A.S.
Phone	: +90 212 326 60 60
-ax	: +90 212 326 60 50

2023 Performance of DEVA Holding Shares

The issued capital of DEVA Holding is 200,019,287.78 TL. The company is divided into 20,001,928,778 shares, each with a value of 1 kurus.

In 01.01.2023 - 31.12.2023 period, 1 lot of shares of DEVA Holding traded at Borsa Istanbul (BIST) was traded at TRY 36.46 as the lowest value and at TRY 101.00 as the highest value and closed the year at TRY 75.55.

The graph showing the performance of DEVA Holding shares in 2023 by closing prices is presented below:

PROFIT DISTRIBUTION TABLE

PROFIT DISTRIBUTION TABLE

					DEVA HOLDING A.Ş.
					2023 Profit Distribution Table (TL)
1	Issued Capital						200.019.287,78
2		General Legal Reserve (based on legal records)					40.003.857,56
If privilege exists in profit distribution in accordance				10% of the profit amount to be determined in accordance with the the Articles of Association is distributed to privileged shareholders of A
		with the Articles of Association, information on such			group.
privilege
					Based on CMB		Based on Legal Records	(LR)
3	Profit for the Period				1.975.558.207,00		2.721.467.485,05
4	Taxes (-)				1.409.860.284,00		-74.061.006,37
5	Net Profit for the Period				3.385.418.491,00		2.647.406.478,68
6		Losses from the Previous Periods (-)				0		0
7	General Legal Reserve (-)					0		0
8		Net Distributable Profit/Loss for the Period			3.385.418.491,00		2.647.406.478,68
9		Donations made within the year (+)			4.023.941,77
10		Net Distributable Profit for the Period with			3.389.442.432,77
	Donations added
11	First Profit to Shareholders				10.000.964,39			10.000.964,39
	-Cash				10.000.964,39			10.000.964,39
	-Without charge -Total
12					337.341.733,37
13	Other Profit Distributed	Profit distributed to Privileged Shareholders					337.341.733,37
	- To the Employees	- To the Members of the Board of Directors			98.777.910,35			98.777.910,35
		- To persons other than Shareholders
14		Profit distributed to Dividend Shareholders			0		0
ો ર		Second Profit to Shareholders
16					40.003.857,56		40.003.857,56
17	General Legal Reserve Statutory Reserves				47.612.350,13 0		47.612.350,13 0
18	Special Reserves				0		0
19	Extraordinary Reserves
20		Other Resources Foreseen to be Distributed			2.851.681.675,20		2.113.669.662,88
	-Previous Years Profit
	-Extraordinary Reserves
	-Other Distributed in accordance with Law
	and Articles of Association
	ABLE OF PROFIT RATES
		DETAILS OF PROFIT PER SHARE
					TOTAL PROFIT
	TOTAL PROFIT			DISTRIBUTED/NET	PROFIT CORRESPONDING TO
				DISTRIBUTABLE
			PROFIT FOR THE SHARE WITH NOMINAL VALUE
	GROUP	DISTRIBUTED			PERIOD		OF TL 1
		Cash (TL)	Free		Rate (%)		Amount (TL)	Rate (%)
			(TL)
GROSS	A (*)	303.607.560,03	0		8.97		60.721.512,01	6072151201
	B	0,01	0		0,00		0,225	22,50
	C	45.004.339.75	0		1.33		0.225	22.50
	TOTAL	348.611.899.80	0

A group, the amount and rate corresponding to the 1 kurus preferred share are shown in the table, since the nominal value of the privileged shares belonging to our company is 1 kuruş.

INDEPENDENT AUDITOR'S REPORT

De oitte.

DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. Maslak no1 Plaza Eski Büvükdere Caddes Maslak Mahallesi No:1 Maslak, Sarıyer 34398 İstanbul, Türkiye

Tel : +90 (212) 366 6000 Fax : +90 (212) 366 6020 www.deloitte.com.tr

Mersis No: 0291001097600016 Ticari Sicil No : 304099

(CONVENIENCE TRANSLATION OF INDEPENDENT AUDITOR'S REPORT ON THE MANAGEMENT'S ANNUAL REPORT ORIGINALLY ISSUED IN TURKISH)

INDEPENDENT AUDITOR'S REPORT ON THE MANAGEMENT'S ANNUAL REPORT

To the General Assembly of Deva Holding A.Ş.

1) Opinion

As we have audited the full set consolidated financial statements of Deva Holding A.S. ("the Company") and its subsidiaries ("the Group") for the period between 01/01/2023-31/12/2023, we have also audited the annual report for the same period.

In our opinion, the consolidated financial information provided in the Management's annual report and the Management's discussions on the Group's financial performance, are fairly presented in all material respects, and are consistent with the full set audited consolidated financial statements and the information obtained from our audit.

2) Basis for Opinion

We conducted our audit in accordance with the standards on auditing issued by Capital Markets Board and the Standards on Independent Auditing ("SIA") which is a part of Turkish Auditing Standards published by the Public Oversight Accounting and Auditing Standards Authority ("POA"). Our responsibility is disclosed under Responsibilities of the Independent Auditor on the Independent Audit of the Annual Report in detail. We declare that we are independent from the Group in accordance with the Code of Ethics for Independent Auditors ("Code of Ethics") issued by POA and ethical provisions stated in the regulation of audit. We have fulfilled other responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

3) Auditor's Opinion for the Full Set Consolidated Financial Statements

We have presented unqualified opinion for the Group's full set consolidated financial statements for the period between 01/01/2023-31/12/2023 in our Auditor's Report dated 17 May 2024.

Deloite refers to one or more of Deloite Touche Limited, a UK private company imited by guaranee (DTTL), in networl inns, and their services to clients. Please see www.deloitte.com/about to learn more about our global network of member firms.

© 2024. For information, contact Deloitte Touche Tohmatsu Limited,

INDEPENDENT AUDITOR'S REPORT

De oitte.

4) Management's Responsibility for the Annual Report

The Group's Management is responsible for the following in accordance with Article 514 and 516 of the Turkish Commercial Code No. 6102 ("TCC") and "Communiqué on Principles of Financial Reporting in Capital Markets" with No.14.1 of the Capital Markets Board ("the Communiqué"):

• a) Preparing the annual report within the three months following the reporting date and presenting it to the General Assembly,
• b) Preparing the annual report with the all respects of the Group's flow of operations for that year and the Group's consolidated financial performance accurately, directly and fairly. In this out in this report. The Board of Director's evaluation on those matters are also stated in this report.
• c) The annual report also includes the matters stated below:
• The significant events occurred in the Group's activities subsequent to the financial year ends,
• The Group's research and development activities,
• The compensation paid to key management personnel and members of Board of Directors similar guarantees.

The Board of Directors also considers the secondary regulations prepared by the Ministry of Trade and related institutions while preparing the annual report.

5)

Our aim is to express an opinion and prepare a report about whether the Management's discussions and consolidated financial information in the annual report within the scope of the TCC and the Communiqué are fairly presented and consistent with the information obtained from our audit.

We conducted our audit in accordance with the standards on auditing issued by Capital Markets Board and the SIA. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Management's discussions on the Group's financial performance, are fairly presented in all material respects, and are consistent with the full set audited consolidated financial statements and the information obtained from our audit

The engagement partner on the audit resulting in this independent auditor's report is Zere Gaye Sentürk.

DRT BAĞIMSIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞA VİRLİK A.Ş. Member of DELOITTE TOUCHE TOHMATSU LIMITED

Zere Gaye Sentürk Partner

İstanbul, 17 May 2024

report, the consolidated financial position is assessed in accordance with the consolidated financial statements. The Group's development and risks that the Group may probably face are also pointed

including financial benefits such as salaries, bonuses and premiums, allowances, travelling, accommodation and representation expenses, in cash and kind facilities, insurances and other

DEVA HOLDING A.S. Halkali Merkez Mah. Basin Ekspres Cad. No 1 34303 Kucukcekmede - ISTANBUL / TÜRKİYE Phone: +90 212 692 92 • info@deva.com.tr