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ATAKEY PATATES GIDA SANAYİ VE TİCARET A.Ş.

Board/Management Information Oct 30, 2025

9117_rns_2025-10-30_056211b7-df5f-479e-8763-e1c5624688ce.pdf

Board/Management Information

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ATAKEYPATATES GIDA SANAYİ VE TİCARET ANONİM ŞİRKETİ

BOARD OF DIRECTORS ACTIVITY REPORT as of 30.09.2025

CONTENTS

1- GENERAL INFORMATION2
2- OVERVIEW OF THE COMPANY AND SUMMARY OF OPERATING SECTOR9
3- FINANCIAL RIGHTS GRANTED TO MEMBERS OF THE GOVERNING BODY AND SENIOR
MANAGERS
12
4- RESEARCH AND DEVELOPMENT EXPENSES OF THE COMPANY
12
5- COMPANY ACTIVITIES AND RELATED KEY DEVELOPMENTS12
6- FINANCIAL STATUS
15
7- RISKS AND EVALUATION OF GOVERNING BODY:16
8- DECLARATION OF COMPLIANCE WITH THE CORPORATE GOVERNANCE PRINCIPLES17
9- ADDITIONAL INFORMATION ON THE PARENT COMPANY OF THE GROUP17
10- MISCELLANEOUS18

1- GENERAL INFORMATION

a) Report Accounting Period: January 1, 2025–September 30, 2025

Report Date: 30.10.2025

b) Company Name: ATAKEY PATATES GIDA SANAYİ VE TİCARET ANONİM ŞİRKETİ

Trade Registry No: 834873

Headquarters Address: Emirhan Cad. No: 109 Kat: 11 Balmumcu/Beşiktaş/Istanbul Contact Information: Phone No: +90 (212) 310 66 00 Fax No: +90 (212) 236 56 45

Web Address: www.atakey.com.tr/en/

Email Address: [email protected]

c) Organizational Structure:

Company Capital: 138,768,000 Turkish lira

Shareholding Structure: The company shareholding structure as of September 30, 2025, is as

follows:

30-Sep-2025 30-Sep-2024
Share ( %) TL Share ( %) TL
TFI TAB Gıda Yatırımları A.Ş. 79.7 110,544,000 79.7 110,544,000
Publicy Traded 20.3 28,224,000 20.3 28,224,000
Total Capital 100 138,768,000 100 138,768,000

d) Preferred Share Amount (if applicable):

Group A shares with a nominal value worth 20,000,000 TL, corresponding to 14.4 percent of company capital, are registered and privileged,

The Group A preferred shares grant the privilege of nominating and voting for the board of directors, All Group A registered preferred shares are owned by TFI TAB Gıda Yatırımları A.Ş.

Board of Directors Nomination Privilege

Half of the Board of Directors will consist of candidates nominated by the Group A shareholders in compliance with the requirements set forth in the Turkish Commercial Code (TCC) and the Capital Markets Board of Türkiye (CMB), If half of the number of Board of Directors members is a fractional value, the fraction will be rounded down to the nearest whole number.

Voting Privilege

During General Assembly meetings, shareholders or their proxies will be entitled to five (5) votes for each Group A share and one (1) vote for each Group B share, voting process follows the Capital Market legislation.

e) Board Members and Committees

Operating Principles of the Board of Directors

Board members and their terms are determined during General Assembly meetings, The Board of Directors operate transparently, accountably, fairly, and responsibly. It is essential that the Board of Directors convene as often as necessary to efficiently perform their duties.

At the General Assembly held on December 29, 2023, six members including independents, were appointed to the Board of Directors for a three-year term. There was no loss of independence at the reporting dates between 01.01.2025-30.09.2025. The Board of Directors held 4 meetings during the same period.

The format of meetings, resolutions, meeting requirements, voting process, and the duties and responsibilities of the Board of Directors are governed by the pertinent provisions outlined in the Articles of Association (AoA), the TCC, and CMB regulations.

Organization and Formation of the Board of Directors

The Board Members and their qualifications are listed below.

Name Board Duty The Last General
Assembly Date of
Nomination
The First Date
of Duty
Executive Duty
Status
Independent Member
Status
Erhan KURDOĞLU Chairman 29.12.2023 21.09.2012 Non-Executive -
Korhan KURDOĞLU Vice-Chairman 29.12.2023 21.09.2012 Non-Executive -
Erhan CANSU Board Member 29.12.2023 21.09.2012 Non-Executive -
M. Furkan ÜNAL Board Member 29.12.2023 04.04.2023 Non-Executive -
Ayşe Ayşin IŞIKGECE Board Member 29.12.2023 29.12.2023 Non-Executive Independent Member
Halil Doğan BOLAK Board Member 29.12.2023 29.12.2023 Non-Executive Independent Member

Erhan KURDOĞLU

Chairman

Erhan Kurdoğlu is the Chairman of the Board and is a Founding Member and Chairman of TFI TAB Gıda.

His career began in 1987 as a General Coordinator at Ata İnşaat San. ve Tic. A.Ş. and in 1993, he founded Ekur İnşaat Sanayi ve Ticaret A.Ş. Subsequently, in 1994, Kurdoğlu established TAB Gıda, which later acquired the rights to Burger King in Türkiye in 1995, Kurdoğlu is a graduate of the Faculty of Civil Engineering at the University of Miami.

Other companies where he serves include: TAB Gıda Sanayi ve Ticaret A.Ş., Reklam Üssü Reklam Ajansı Prodüksiyon Danışmanlık Organizasyon Sanayi ve Dış Ticaret A.Ş., Fasdat Gıda Dağıtım Sanayi ve Ticaret A.Ş., Ekur Et Entegre Sanayi ve Ticaret A.Ş., Ekmek Unlu Gıda Sanayi ve Ticaret A.Ş., TFI TAB Gıda – Mes Mutfak Ekip. San. ve Serv. Hizm. Tic. A.Ş., Ata Portföy Yönetimi A.Ş., Işık Ata Turizm ve Tic. A.Ş., Ata GYO A.Ş., Ekur İnşaat San. ve Tic. A.Ş., Ata Holding A.Ş., ATP Ticari Bilgisayar Ağı ve Elektrik Güç Kaynakları Üretim Pazarlama ve Tic. A.Ş., Ata Gayrimenkul Geliştirme Yat. A.Ş., Bedela İnşaat ve Tic. A.Ş., Entegre Harç San. A.Ş., Donna Giyim San. A.Ş., Seri İnşaat ve Tic. A.Ş., Ata Sancak, Kurdoğlu İnşaat Tur. Tic. A.Ş., İzmir Enternasyonel Otelcilik A.Ş., Ata İnşaat San. ve Tic. A.Ş., Ata Express, Fasdat Sebze, Yamata İnşaat Sanayi ve Ticaret A.Ş., TFI Asia Holdings Coöperatief U.A., TFI Asia Holdings B.V.

Korhan KURDOĞLU

Vice-Chairman

Korhan Kurdoğlu is the Vice-Chairman of the Board of Directors, He is also a Founding Member and Founding Partner of TFI TAB Gıda.

Kurdoğlu is the Chairman of the Turkish-Chinese Business Council of the Foreign Economic Relations Board of Türkiye (DEIK) and the President of the Chinese Network of Turkish Industry and Business Association (TUSIAD). Korhan Kurdoğlu graduated from the Faculty of Civil Engineering at the University of Miami in 1987 and obtained his master's degree in international relations from Columbia University.

Other companies where he serves include: Ata Holding A.Ş., ATP Ticari Bilgisayar Ağı ve Elektrik ve Güç Kaynakları Üretim Pazarlama ve Ticaret Anonim Şirketi, Ata Gayrimenkul Geliştirme Yatırım ve İnşaat Anonim Şirketi, Entegre Harç Sanayi ve Ticaret A.Ş., Ata İnşaat San. ve Tic. A.Ş., Ata Express Elektronik İletişim Tanıtım Pazarlama Dağıtım Sanayi ve Ticaret Anonim Şirketi, Arbeta Turizm Organizasyon ve Ticaret A.Ş., Yamata İnşaat Sanayi ve Ticaret Anonim Şirketi, Bedela İnşaat ve Tic A.Ş., Entegre Harç Sanayi ve Ticaret A.Ş., Donna Giyim Sanayi ve Ticaret A.Ş., Seri İnşaat ve Tic. A.Ş., Kurdoğlu İnşaat Turizm Ticaret Anonim Şirketi, İzmir Enternasyonel Otelcilik A.Ş., Ata İnşaat San ve Tic. A.Ş., Işık Ata Turizm ve Ticaret Anonim Şirketi, Ata Gayrimenkul Yatırım Ortaklığı Anonim Şirketi, TAB Gıda Sanayi ve Ticaret A.Ş., Reklam Üssü Reklam Ajansı Prodüksiyon Danışmanlık Organizasyon Sanayi ve Dış Ticaret A.Ş., Fasdat Gıda Dağıtım Sanayi ve Ticaret A.Ş., Ekur Et Entegre Sanayi ve Ticaret A.Ş., Ekmek Unlu Gida Sanayi ve Ticaret A.Ş., TFI TAB Gıda Yatırımları A.Ş., Fasdat Sebze Doğrama Paketleme Sanayi ve Ticaret A.Ş., Ekur İnşaat San. ve Tic. A.Ş., Mes Mutfak Ekip. San. ve Serv. Hizm. Tic. A.Ş., TFI Asia Holdings Coöperatief U.A., TFI Asia Holdings B.V.

Erhan CANSU Board Member

Erhan Cansu has been serving on the Board of Directors of Atakey Patates Gıda San. ve Tic. A.Ş.since 2012.

He has also served on the Board of TFI since 2016 and had seven years of experience in the field of building automation at Alarko Sanayi ve Ticaret A.Ş. prior to joining the Group, Erhan Cansu supervised the establishment of four food production facilities since joining the Group. Cansu holds a degree in Electrical Engineering from Istanbul Technical University, as well as an International Management Program certification (with Honors) from the Istanbul University Institute of Business Economics.

Other companies where he serves include: Ekmek Unlu Gıda Sanayi ve Ticaret A.Ş., Ekur Et Entegre Sanayi ve Ticaret A.Ş., TFI TAB Gıda Yatırımları A.Ş., Ekur İnşaat Sanayi ve Ticaret A.Ş., and MES Mutfak Ekipmanları A.Ş.

M. Furkan ÜNAL Board Member

Furkan Ünal has been serving on the Board of Directors of Atakey Patates since April 2023. He has also served as the Group CFO at TFI TAB Gıda since December 2022.

Prior to his position at TFI TAB Gıda, Furkan Ünal served as the CFO at Kardemir for five years, as the Deputy General Manager for Corporate Funding and Investments and as Executive Board Member at Aktifbank, and as the Chief Advisor to the Board of Directors of TAIB Bank, a Dubai Group company.

Furkan Ünal still acts as an Independent Board Member to two different banks in Bosnia and Herzegovina and Kazakhstan, and as an Advisory Board Member at a NASDAQ-listed company.

Following an undergraduate program in engineering, Ünal obtained an MBA in Finance from Bilgi University, where he is currently pursuing a doctorate.

Ayşe Ayşin IŞIKGECE Independent Board Member

Ayşe Ayşin Işıkgece joined Atakey in December 2023 as an Independent Board Member.

Işıkgece began her career as a Purchasing Assistant at GIMA A.Ş. before becoming the Purchasing Group Manager for Fresh Produce at Metro Cash & Carry. She served as an Executive Board Member and led the Fresh Food + FMCG Product Group Purchasing and Category Management Department at CarrefourSA from 2016 until 2018, at which point she was appointed Chairperson of the Board at the General Directorate of Agricultural Enterprises (TIGEM).

Ayşe Ayşin Işıkgece served as the Deputy Minister of Agriculture and Forestry from January 2021 to April 2022. She currently works as a Freelance Consultant to the Private Sector and NGOs, as a Strategic Consultant to a Board Member and as a Start-Up mentor.

Throughout her career, Işıkgece developed a range of awareness projects to back small-scale producers and sustainable agriculture including "Geographical Indication Products", "If There Are Bees, There Is Life" and "Yerli Tohum, Taze Mahsul (Local Seed, Fresh Produce)".

Halil Doğan BOLAK Independent Board Member

Halil Doğan Bolak joined Atakey in December 2023 as an Independent Board Member.

He graduated from Robert College of Istanbul in 1979 and earned his Bachelor's degree in Optical Engineering in 1983 from The Institute of Optics in the Hajim School of Engineering and Applied Sciences at the University of Rocheste. He completed his MBA in Quantitative Finance and Information Systems for Management, earning the "Beta Gamma Sigma" distinction, at the Simon Business School at the University of Rochester in 1985.

Between 1985 and 1999, Bolak held diverse technical, operational, and general management positions as a third-generation family member at the family-owned Türkpetrol Group, Bolak played a key role in the development and subsequently served as the General Manager of a prominent marketable securities and banking software company in Türkiye. From 2013 to 2023, he acted as the founding partner and Chief Technology Officer (CTO) of Invstr, a London-based fintech offering individual investment services.

Additionally, he served as a Senior M&A Consultant at Italy's leading investment bank, Mediobanca S,p,A,, from 2013 to 2016. Bolak currently holds the position of founding partner at B4YO (www.b4yocapital.com), an early-stage venture capital firm in Türkiye focused on investing in startups where the partners' experience, expertise, and network provide a significant advantage, B4YO manages a Turkish Venture Capital Investment Fund supported by 40 investors and has thus far conducted seven investments.

Bolak serves as a Board of Trustees Member at the Turkish Educational Foundation, an Executive Board of Trustees Member at the Türkpetrol Foundation, and a Member of the Meeting Council of Galatasaray Sports Club.

Board Committees

In compliance with the provisions of the Capital Market Law No, 6362, the TCC No, 6102, the CMB Communiqué on Corporate Governance (II-17,1), and the Corporate Governance Principles therein, and the relevant regulations of the CMB; The Company's Board of Directors resolved on January 24, 2024 to establish an Audit Committee, a Corporate Governance Committee, and an Early Detection of Risk Committee and to approve the working principles of these committees and to assign committee chairman and members.

The status of the committees and committee members reporting to the Board of Directors as of the publication date of the report is as follows:

Corporate Governance Committee

Committee Member Committee Duty Title of Member
Ayşe Ayşin IŞIKGECE Chairman Independet Board Member
Erhan CANSU Member Board Member
M. Furkan ÜNAL Member Board Member
Fulden PEHLİVAN Member Investor Relations Director

Audit Committee

Committee Member Committee Duty Title of Member
Halil Doğan BOLAK Chairman Board Member
Ayşe Ayşin IŞIKGECE Member Board Member

Early Detection of Risk Committee

Committee Member Committee Duty Title of Member
Halil Doğan BOLAK Chairman Independet Board Member
Erhan CANSU Member Board Member
M. Furkan ÜNAL Member Board Member

Corporate Governance Committee

The Corporate Governance Committee is instituted to evaluate the implementation of corporate governance principles within the Company. In cases where adherence is lacking, it investigates the underlying reasons for non-compliance and identifies potential conflicts of interest. It also provides recommendations to the Board of Directors to enhance corporate governance practices and oversee the activities of the Investor Relations Department.

Due to the structure of the Company's Board of Directors, separate Nomination and Remuneration Committees have not been established. Therefore, the Corporate Governance Committee will also assume the responsibilities of the Nomination and Remuneration Committees in accordance with the Corporate Governance Principles.

The Corporate Governance Committee meets at least four times quarterly and the meeting results are reported to the Board of Directors. The Committee's decisions serve as advisory recommendations to the Board of Directors, which retains the ultimate authority in making decisions on relevant matters.

Early Detection of Risk Committee

The Early Detection of Risk Committee is formed to proactively identify any risks that could jeopardize the Company's stability, growth, and advancement. Its mandate includes implementing necessary precautions and effectively managing the risks once identified. The Committee meets at least four times quarterly and the meeting results are reported to the Board of Directors. The Committee's decisions serve as advisory recommendations to the Board of Directors, which retains the ultimate authority in making decisions on relevant matters. The Committee updates the Board of Directors on all developments falling under its authority and responsibility.

Audit Committee

The Audit Committee oversees the Company's accounting system, the disclosure of financial information to the public and their independent audits. Additionally, it supervises the proper functioning and effectiveness of the Company's internal audit and control systems.

Senior management:

The appointment of the Executive Board was made with the decision of the Board of Directors dated 12.03.2023. The names and roles of Company senior management are listed below.

Name Duty at Executive
Board
Title Date of Appointment
Ahmet ÖZGÜL Chairman Assistant General Manager 04.04.2023
Suat AÇIKBAŞ Vice-Chairman Assistant General Manager 16.04.2014
Hakan ÇELLİK Vice-Chairman Plant Manager 06.03.2017

Number of personnel: The average number of employees for the period ending September 30, 2025, was 231, (September 31, 2024: 219)

f) If applicable: information about the transactions made by the members of the governing body with the company on their own behalf or on behalf of others upon permissions granted by the Company General Assembly, and information on the activities that fall under the noncompetition rule, If any, explain:

There is none.

2- OVERVIEW OF THE COMPANY AND SUMMARY OF OPERATING SECTOR

History

2012

• It was founded on September 21, 2012 with a capital of 8 million TL and five partners, three of whom are from the Kurdoğlu Family.

2013

  • A factory was built on an area of 168 thousand m2 in the Susuz Town of Afyonkarahisar.
  • Machinery and equipment installation in the production area were completed.
  • The first season raw potato supply contracts were signed.

2014

  • The shares of Atakey Patates belonging to the Kurdoğlu family were transferred to TFI TAB Food Investments.
  • Finger slice and apple slice frozen potato production activities started.
  • Frozen potato sales to TAB Gıda's Burger King, Sbarro and Usta Dönerci restaurants started.
  • Frozen potato sales to TAB Gıda's Burger King and Usta Dönerci restaurants in Georgia started.
  • Sales to hotels, restaurants and cafes started in the domestic market.
  • BRC Food Certificate was obtained for compliance with the food safety management system standard.

2015

  • Mechanical cutting line investment was made.
  • The production of frozen potatoes with cage design was put into operation.
  • Land was rented from TİGEM and seed potato growth started.
  • Frozen potato sales to Popeyes restaurants, owned by TAB Gıda, started.

2016

  • Exports started for the first time for TFI TAB Food Investments' Burger King restaurants in China.
  • The product range expanded with red-coated cage fries, spicy red-coated apple sliced potatoes and crinkle pre-fried potatoes with transparent coating.

2017

  • Frozen fries started to be sold to Arby's restaurants, which are owned by TAB Gıda.
  • A 15 thousand tonnes capacity seed storage was built in a closed area of 7,500 m2 and the crate system seed storage application was started.
  • Frozen potato sales to TAB Gıda's Burger King, Popeyes and Usta Dönerci restaurants in the TRNC started.
  • Retail sales of frozen finger potatoes started.

2018

  • Spicy red serrated frozen potato production started.
  • Frozen potato sales to TAB Gıda's Burger King, Sbarro and Usta Dönerci restaurants in North Macedonia started.
  • Halal conformity certificate was obtained.

2019

• TFI TAB Food Investments took over all other shares of the Company and became the sole partner of the Company.

2021

  • The 4th packaging line was put into operation.
  • Exports were made to Brazil and South Korea.

2022

  • Zero Waste certificate was obtained regarding waste management.
  • Frozen potato sales to Sbarro restaurants in Georgia, owned by TAB Gıda, started.

2023

  • The Company, which went public on 19-20-21 July 2023, was included in the BIST Star and BIST Participation 100 Index with a free float rate of 20.34%.
  • Frozen potato sales to Subway restaurants owned by TAB Gıda started.
  • Farm Sustainability Assessment certificate was obtained with the aim of adapting sustainable agricultural practices.
  • RSPO Supply Chain MB Certificate was obtained to combat deforestation, support the protection of biodiversity and ensure the traceability of palm oil in line with the sustainable system.
  • ISO 50001 Energy Management System Certificate was obtained.
  • 100% of electricity consumption was documented with an International Renewable Energy Certificate (I-REC), and Scope-2 emissions were reduced to zero.
  • Scope-1, Scope-2 and Scope-3 carbon emission measurements were made for the first time.
  • According to the GHG protocol, Scope-1, Scope-2 and Scope-3 carbon emission measurement verification was performed for the first time.

2024

  • A coated product production line with a capacity of 10,000 tonnes and a raw onion warehouse with a capacity of 3,500 tonnes were established.
  • Production of coated onion rings and coated cheese sticks started.
  • Onion rings and cheese sticks started to be sold at TAB Gıda restaurants.
  • While exports were made to the United Arab Emirates (Dubai) and Iraq for the first time, exports to Brazil also resumed.
  • The Company's sustainability activities were announced to the public for the first time with the Sustainability Report published by TFI TAB Food Investments for 2023.
  • 19.38% of total energy consumption was covered by I-REC Certificate.
  • ISO 14001 Energy Management System Certification was obtained.
  • The construction of the cogeneration project for energy production from natural gas started.
  • The Company, whose shares are traded on BIST Star, was included in the 1st group in accordance with the Corporate Governance Communiqué as of 2024.
  • The first dividend payment was made to the shareholders after the IPO.
  • The share buyback program started as of October 2024.
  • We became a signatory to the United Nations Women's Empowerment Principles (UN WEP's).

General Overview and Operating Sector

The company, with its facility located in Susuz Belediyesi in Afyonkarahisar, ranks among Turkey's highest capacity factories in its field, boasting an annual production capacity of 90,000 tonnes of frozen potatoes and 10,000 tonnes of frozen coated onion rings and cheese sticks. The facility covers 75,000 m² of indoor space and spans a total area of 168,000 m². As a result of its investment in innovative agricultural technologies and its state-of-the-art production line, the company contributes to the Turkish economy as one of the leading high-capacity factories both in its region and nationwide, providing employment to numerous producers integrated into the system and many other individuals.

Atakey Patates operates in the frozen food sector. The company's product portfolio includes various types of frozen potatoes, both coated and uncoated, such as French fries, apple slices, crinkle-cut, lattice fries, and red-coated crinkle fries, as well as frozen coated onion rings and coated cheese sticks.

Atakey Patates has imported high-quality seeds from abroad and started multiplying them for commercial potato production. Since 2015, the company has been conducting its own seed cultivation activities on land leased from TİGEM in Turkey and has established this system. It has a specialized team of agricultural engineers managing the seed planting process, employing the most advanced methods to produce highquality seeds. None of the seeds or potatoes contain genetically modified organisms (GMOs), and they are subjected to critical testing and analyses during the growing season and harvest. Harvesting is carried out across approximately 40,000 decares of agricultural land with 101 farmers in 20 different cities. To ensure consistency and quality at the source of potato products, the company supplies seeds and fertilizers to its contracted farmers.

In addition to its main activity of commercial seed production, Atakey Patates also undertakes the procurement of raw materials and auxiliary supplies, seed selection, agricultural production, manufacturing, export, import, wholesale and retail sales, marketing, and distribution of its products.

The facility in Susuz Belediyesi includes storage areas such as a 7,500 m² Seed Warehouse, a 30,000 m² Raw Material Warehouse, and a 15,000 m² Cold Storage Warehouse. These consist of rooms equipped with storage systems, each having a capacity of 3,500 tons. Temperature and humidity are controlled by a state-of-the-art central computer system through entry and exit vents for cooling air.

As a significant player in the frozen potato production sector in terms of production and sales volume, the company contributes to the growth of the sector and Turkey's agricultural economy through its growth potential, diversification of sales channels, export opportunities, and new investment possibilities with its value-added product portfolio.

The sources of finance and, if any, the quality and amount of issued capital market instruments: In addition to revenue generated from operations, the Company benefits from external sources of financing, including export loans and investment loans.

3- FINANCIAL RIGHTS GRANTED TO MEMBERS OF THE GOVERNING BODY AND SENIOR MANAGERS

Information on the total amounts of financial benefits including attendance fees, wages, premiums, bonuses, and profit shares, and compensations, travel, accommodation, and representation expenses, in-kind and cash amenities, insurance, and similar benefits:

The total of financial and similar benefits granted to senior managers during the period that ended September 30, 2025, is 12,812,046 TL. (September 30, 2024: 10,276,592 TL)

4- RESEARCH AND DEVELOPMENT EXPENSES OF THE COMPANY

The Company has focused on product development activities as part of its strategy, Therefore, the Company conducts research and projects for new product development, as well as diversification, improvement, and enhancement of existing products. The Company draws on from its sector experience and global trends in developing new product ideas.

5- COMPANY ACTIVITIES AND RELATED KEY DEVELOPMENTS

a) Information on investments during the relevant accounting period:

Table of Investment

(TL) 30
September 2025
Investment Type
Ongoing Investments 93,027,630
Property, Plant and Equipment 66,183,756
Vehicles 9,027,846
Buildings 4,268,126
Intangible Assets 858,745
Fixtures 741,126
Land improvements 204,533
Total 174,311,762

In addition, our company has initiated efforts to implement a cogeneration project that will contribute to operational continuity and increase operational efficiency. Through this project, which will generate electricity from natural gas, the company aims not only to produce its own electricity but also to reduce the frequency of interruptions caused by power outages and equipment damage, significantly decrease material waste in the process, and thereby achieve an increase in efficiency.

b) Information on the company's internal control system and internal audit activities, and the governing body's opinion on the matter:

The Internal Control System, developed within the scope of the Corporate Risk Management Policy, ensures that the company's activities are conducted regularly and efficiently in compliance with company policies. It also contributes to the protection of assets, detection and prevention of errors and fraud, completeness and accuracy of accounting records, timely preparation of reliable financial information, and achievement of targets. The company establishes internal control mechanisms for critical processes and periodically tests these mechanisms within the framework of group internal control and audit plans, implementing corrective measures when necessary.

Atakey Patates strives to maintain transparency in its financial processes as in all other areas. Within this scope, the company's Audit Committee holds primary authority. The Audit Committee meets four times a year during the fiscal year as part of internal audit activities. The results of all meetings are documented and reported to the Board of Directors.

The Internal Audit Unit, responsible for regularly evaluating the company's Internal Control System, is tasked with continuously monitoring the system's effectiveness and contributing to its improvement. All internal audit activities carried out throughout the year and their results are periodically presented by the unit to the Audit Committee.

c) Information on direct and indirect affiliates and share ratios:

There is none.

d) Statements on the private and public audits in the related accounting period:

The company was not subject to special audit or public audit within the period 01.01.2025 – 30.09.2025.

e) Details regarding legal proceedings initiated against the company that could impact on its financial standing and operations, including potential outcomes:

As of September 30, 2025, there is a litigation provision amounting to 2,589,694 TL.

f) Information regarding related party transactions:

The Company engages in various transactions with related parties within the course of its ordinary business operations. As a result of operational activities, receivables and payables from related parties generally arise from ordinary commercial activities. Related party transactions are explained in detail in footnote 27 of the Interim Financial Statements dated 30.09.2025, and no provision for doubtful receivables has been allocated in the current year for receivables from related parties.

g) Explanations of administrative or judicial sanctions imposed on the Company and members of the governing body for non-compliance with legislative provisions:

There are none.

h) Information and evaluations regarding whether the past period's targets were achieved, whether the resolutions of the general assembly were implemented, reasons for any unmet objectives or unimplemented resolutions, and evaluations:

Targets for the period ending September 30, 2025, have been achieved.

i) Details regarding any extraordinary general assembly meetings held during the year, including the dates of the meetings and the resolutions adopted along with subsequent actions taken:

No extraordinary general assembly meeting was held in 2025.

j) Information on donations and grants, as well as expenditures related to corporate social responsibility projects within the related accounting period:

A donation of 4,062,630 TL was made during the reporting period between 01.01.2025 and 30.09.2025.

k) If it is a subsidiary; any legal transactions executed with the controlling company or with a subsidiary of the controlling company, for the benefit of the controlling company or any of its subsidiary companies as prompted by the controlling company and all other measures taken or otherwise avoided in the previous year of activity for the benefit of the controlling company or any of its subsidiary companies:

There is none.

l) If it is a subsidiary: according to the situations and conditions known at the moment when the legal transactions aforementioned in article (j) are carried out or measures are taken or avoided to be taken, whether an appropriate counter-action was taken in any of the legal transactions and

whether the measure taken or avoided to be taken caused a loss for the company, and if the company has incurred a loss, whether this loss was offset:

There is none.

6- FINANCIAL STATUS

a) Information and projections on the company regarding its sales performance, productivity, revenue generation capacity, profitability, and debt-to-equity ratio as well as the operating results in the current period in comparison to the previous periods: (IFRS)

Summary of Financial Indicators

(TL) 30 September 2025 31 December 2024
Total Assets 6,707,158,089 7,132,372,397
Total Equity 5,759,499,747 5,826,772,495
(TL) 30 September 2025 31 December 2024
Revenues 2,919,668,527 3,206,002,795
Gross Profit 294,693,792 504,619,683
Operational Profit 268,109,023 659,388,373
Profit/Loss Before Tax 30,336,304 190,327,394
Taxes 7,170,863 (178,446,098)
Net Period Profit/Loss 37,507,167 11,881,296
Adjusted EBITDA 308,169,019 548,063,290
Operating Profitability (%) %3.46 %10.83
Net Period Profitability (%) %1.28 %0.37
Adjusted EBITDA Profitability (%) %10.55 %17.09

*Operational profit is the profit generated from core business operations and investments, before accounting for financial expenses.

  • b) Factual observations and the government body's assessment concerning whether the company's capital has become inadequate, or the company has been heavily indebted: The capital is 100 percent maintained within the equity.
  • c) Information on the profit distribution policy and, if no profit distribution is to be made, a proposal on how the undistributed profit will be utilized:

The distributable net profit will be calculated in accordance with the AoA, the TCC, the CMB regulations, the Dividend Distribution Communiqué, and tax regulations. It is aimed at being

distributed to shareholders and other eligible individuals participating in the profit, in the proportion determined by the Board of Directors for each period and presented to the general assembly.

According to the financial statements prepared in accordance with CMB accounting standards, the net profit for the fiscal year 2024 was realized as TL 182,951,797. The proposal made by the Board of Directors to distribute a total gross amount of TL 76,322,400 to the shareholders as of June 25, 2025, after deducting the legal obligations, all of which will be covered from the net profit for the year 2024, and to leave the remaining portion of the net profit for the year 2024 within our Company as extraordinary reserves was approved at the General Assembly Meeting dated on April 18, 2025.

7- RISKS AND EVALUATION OF GOVERNING BODY:

a) Information on the corporate risk management policy, if one exists, against anticipated risks: The Company, within the framework of TFI Group Companies' Corporate Risk Management methodology, conducts activities including identification and description of risks; evaluation of control effectiveness and adequacy of designs; ensuring management of risks through identification of process owners and action plans; and efforts to reduce risks to acceptable levels or within the risk appetite accepted by management. The risk management strategy entails the oversight and accountability of risk management at the Executive Board and Board of Directors ("Board of Directors" or "BoD") levels. Management is responsible for making prudent risk/reward decisions and for actively identifying, assessing, rating, managing, and monitoring ongoing risks.

b) Information on the employees and reports of the Risk Committee, if any:

The Risk Committee was established on January 24, 2024. The Executive Committee is responsible for effective management of enterprise risks through implementation of a risk management framework, policies, and processes, including compliance with established risk limits and invited to all Risk Committees, The Group Risk Director directly reports to Early Detection of Risk Committee and presents top tier risks on an enterprisewide basis to the Committee six times per year or as circumstances require.

c) Forward-looking risks related to sales, efficiency, innovation capacity, profitability, debt-toequity ratio, and similar matters:

The Company's primary risks are monitored across five categories. These encompass strategic, operational, compliance, financial (FX, liquidity, loan, interest, and commodity price risks), and technological risks.

Agricultural risks, production disruptions, and natural disasters could impede short-, medium-, and long-term strategies, The Company designs and effectively implements identification and preventive measures to eliminate such risks, Insurable risks are frequently assessed and transferred to third parties, While the Board of Directors, through strategic decisions, manages and represents the Company by keeping the risk, growth and income balance of the Company at the most appropriate level with a rational and cautious risk management approach, primarily considering the Company's long-term interests, it is also responsible for ensuring that the Company achieves its determined and publicly disclosed operational and financial performance targets.

The financial risks encompass loan, interest, liquidity, and counterparty risks, plus closely monitoring national and international economic developments, the Company considers the potential impact of developments on assets and liabilities and takes due precautions.

After the reporting period, the Corporate Governance Rating Report was published by Kobirate Uluslararası Kredi Derecelendirme ve Kurumsal Yönetim Hizmetleri A.Ş (Kobirate) on 29.07.2025 and the Corporate Governance Rating Score was confirmed as 9.05.

8- DECLARATION OF COMPLIANCE WITH THE CORPORATE GOVERNANCE PRINCIPLES

Prepared in accordance with the Capital Markets Board's (CMB) Decision dated 10.01.2019 and numbered 2/49, and approved by the Atakey Board of Directors on 03.03.2025, have been disclosed to the public on the Public Disclosure Platform (KAP) within the period deemed appropriate by the CMB. As of the date the report was published, compliance with the relevant principles has been maintained, and the existing declaration remains valid.

9- ADDITIONAL INFORMATION ON THE PARENT COMPANY OF THE GROUP

If an equity company's shares are held up to legislative limits and, if shares are dropped below these percentages, the grounds thereof:

In 2025, Atakey Patates Gıda Sanayi ve Ticaret A.Ş. did not hold any shares of a stock corporation. The company had previously not owned any shares of an equity company.

Information on Group companies' shares in the capital of the parent company:

Atakey Patates Gıda Sanayi ve Ticaret A.Ş. does not hold a controlling stake in the Group. TFI TAB Gıda Yatırımları A.Ş., the controlling shareholder of the Group to which Atakey Patates Gıda Sanayi is a subsidiary, holds 79,7 percent of the Company's capital.

10- MISCELLANEOUS

a) Information on any material events that have taken place in the company after the end of the reporting period, which may impact on the rights of shareholders, creditors, and other related parties and organizations:

At the Company's Ordinary General Assembly Meeting on 14 June 2024, the Share Buyback Program ("Program"), prepared within the framework of relevant legislation, was approved, and the Board of Directors was authorized to carry out share buybacks.

Subsequently, on 7 October 2024, the Board of Directors decided to commence buyback operations, and the share repurchase began on 9 October 2024. In 2025, a total of 230,000 nominal shares, corresponding to 0.17% of the company's capital, were repurchased using a fund of TL 10,206,363 after inflation accounting.

b) Information on service procurement such as investment consultancy and rating:

The Company follows the relevant capital market regulations when choosing service providers and takes due precautions to prevent potential conflicts of interest. No conflict of interest exists between the company and service providers during or after the duration of service procurement. In December 2024, JCR Avrasya Derecelendirme A.Ş., the credit rating firm, upgraded Atakey Patates Gıda Sanayi ve Ticaret A.Ş.'s Long-Term National Credit Rating from A- (tr) to AA- (tr), the Short-Term National Credit Rating from J2 (tr) to J1+ (tr), with a Stable outlook. The Long-Term International Foreign Currency and Long-Term International Local Currency Credit Ratings have been reaffirmed at 'BB' with a revision to Stable outlook.

c) Presentation of Interim Activity Report

The company's financial reports for the operating period of 01.01.2025-30.09.2025 were signed and approved by the Board of Directors on October 30, 2025. No member of the management body had a different opinion regarding the information contained in the interim activity report.

Among the information to be disclosed in the annual reports, those that are trade secrets may not be included in the annual reports, as long as they retain their trade secret nature; The information in question is disclosed in the first activity reports after the date on which it ceases to be a trade secret.

d) Additional information not included in financial statements approved by the governing body: There is none.

This report; Financial information for the period 1 January 2025 – 30 September 2025 is in accordance with the Turkish Commercial Code. It has been prepared based on the prepared financial statements and has been signed and approved by the Members of the Company's Board of Directors.

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