BİM BİRLEŞİK MAĞAZALAR A.Ş.

Governance Information • Sep 21, 2025

BİM BİRLEŞİK MAĞAZALAR A.Ş.

CORPORATE GOVERNANCE COMMITTEE WORKING PRINCIPLES

PURPOSE AND SCOPE

The Corporate Governance Committee ("Committee") of BİM Birleşik Mağazalar A.Ş. ("Company") has been established by the resolution of the Board of Directors dated 31 May 2012 in line with the provisions of the Capital Markets Board Communiqué on Corporate Governance (II-17.1) ("Communiqué") of the Capital Markets Board and directly reports to the Board of Directors.

The Committee has been established in an effort to improve the degree of compliance with the corporate governance principles and provides proposal to the Board of Directors on such matters.

The Committee also performs the duties of the Nomination Committee and Wage Committee pursuant to the Corporate Governance Communiqué of the Capital Markets Board.

BASIS

This document has been prepared on the basis of the Capital Markets Law No. 6362, the Communiqué, and the relevant provisions of the Company's Articles of Association.

STRUCTURE AND MEETINGS OF COMMITTEE

Committee is formed by at least two members. In case of the Committee consisting of two members, both, or in case of more than two members, the majority of the members are selected among the members of the Board of Directors that do not have executive duties.

The Chairman of the Committee is selected from among the Independent Board Members.

CEO may not take part in the committee.

The Committee is reappointed annually at the first Board of Directors meeting following the Company's Annual General Assembly. If no new appointment is made, the existing members shall continue in office until their successors are elected.

Where required, independent specialists may be consulted during the activities of the Corporate Governance Committee and such specialists can be delegated at the Committee.

Meetings of the Corporate Governance Committee are held at least once a year.

All resources and support necessary for the Committee to fulfill its duties shall be

provided by the Board of Directors

Committee reports all its activities in writing and keeps the record of the documents. Secretary of the Board of Directors keeps and files the minutes of the Corporate Governance Committee and efficiently informs the members of the Committee.

DUTIES AND RESPONSIBILITIES

Oversees the Company's degree of compliance with Corporate Governance Principles. Reviews the reasons for any principles not being implemented and any conflicts of interests related thereto and provides the Board of Directors with improving proposals. Ensures that the corporate governance principles compliance statement and report are issued in accordance with the legislation.

Oversees the activities of the Investor Relations Department and where required, presents improving proposals to the Board of Directors.

Specifies the proposals regarding the remuneration principles applicable to the members of the Board of Directors and executives with administrative responsibilities with the account taken of the long-term targets of the Company and provides it to the Board of Directors.

It oversees the principles, criteria, and practices to be used in determining the remuneration of the members of the Board of Directors and executives with administrative responsibility.

Evaluates the candidacy offers for the independent memberships of the Board of Directors including the management and shareholders in terms of meeting the independence criteria and makes its evaluation into a report to the Board of Directors' approval.

Works on setting out policies and strategies regarding determination, evaluation and training of the candidates to the Board of Directors.

The resolutions of the Committee are of an advisory nature to the Board of Directors, and the ultimate decision-making authority on the relevant matters rests with the Board of Directors.

ENFORCEMENT

This document on the duties and working principles of the Committee, as well as any amendments thereto, shall enter into force upon the resolution of the Board of Directors.

Working principles of the Corporate Governance Committee has been approved and put into force at the Board of Directors meeting dated 31 May 2012 and revised at the Board of Directors meeting held on 19 September 2025 and republished.