DEVA HOLDING A.Ş.
ANNUAL REPORT 2022

"adding health to life."

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 2022 18-23
Human Resources and Development 24
Manufacturing Facilities 25-38
DEVA Türkiye Regulatory Affairs & Market Access 39
DEVARGE 40
Vetaş 42
Administrative Activities 43-46
Investments 47
DEVA Subsidiaries and Related Companies 48-50
Conclusion 52
Statement 53
Corporate Governance Practices 54-74
Sustainability Principles Compliance Report 75-80
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 and use and raw materials, DEVA Holding also manufactures veterinary medicines, eau de Cologne, and medical ampoules.

The majority of shares in DEVA Holding was acquired in 2006 by funds managed by GEM Global Equities Management S.A., an international fund management company, and EastPharma Ltd. was established to assume management.

DEVA Holding 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 1,029 marketing authorizations in 69 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 50 countries.

DEVA Holding develops high-quality and innovative products with its award-winning R&D center, DEVARGE, strong staff of well-trained 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 Çerkesköy and Karaspe, DEVA Holding holds an annual output capacity of 578 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)	31.12.2022	31.12.2021
Total assets	8,624,300,680	5,079,931,877
Total liabilities	4,687,476,700	2,352,155,032
Total equity capital	3,936,823,980	2,727,776,845
	01.01.2022-31.12.2022	01.01.2021-31.12.2021
Sales revenue (net)	4,477,917,313	2,330,367,791
Real operating profit	1,690,685,072	1,353,282,819
Net profit	1,360,224,221	1,170,087,476
Basic rations (%)	31.12.2022	31.12.2021
Current ratio	1.36	2.06
Liquidity ratio	0.86	1.47
Precision ratio	0.44	0.80
Liabilities/Assets total (Financial leverage rate)	0.54	0.46
Equity/debt ratio	0.84	1.16
	01.01.2022-31.12.2022	01.01.2021-31.12.2021
Gross profit margin	0.32	0.38
Net profit margin (sales profitability)	0.30	0.30
Equity profit margin (equity profitability)	0.35	0.43

Total Domestic Pharmaceutical Sales (Million Units)

2019	159.7
2009	156.8
2007	150.5
2022	190.7

Total Exports (Million TRY)

2019	158.5
2018	265.0
2021	370.4

Total Domestic Pharmaceutical Sales (Million TRY)

2018	1,236.4
2017	1,546.8
2021	1,944.0
2022	3,654.7

759.8 2022 3,654.7

CAPITAL AND SHAREHOLDING STRUCTURE

The Company's:

Registered Capital Cap : TRY 500,000,000

Issued Capital : TRY 200,019,288

DEBIT HOLDING A $ SHAREHOLDING STRUCTURE (31.12.2022)

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,

The year 2022 was a challenging one in which economies, as well as societies, businesses and individuals all around the world were greatly affected. Rising inflation across the world and significant increases in costs of inputs such as raw materials and energy have substantially affected the pharmaceutical industry as well. Despite these challenges, according to IQVIA figures, IQVIA Holding had a successful year in 2022, ranking 3rd with a 5.0% market share in the number of units, and 6th with a 2.6% market share in terms of values, TRY.

At IQVIA, we have been working for 64 years to make healthy living accessible to all. In light of our responsibility to build a healthy and sustainable future, we have been expanding our treatment offerings by adding new products to our portfolio every year. In 2022, we added new products to our portfolio in all 14 therapeutic areas we operate in, and made them available to the medical community. As a domestic pharmaceutical company that meets private and non-profit contract our efforts to contribute to health globally and especially in our country with our value-adding generic products that we offer at cost-effective treatments in many therapy areas.

In 2022, our three major manufacturing facilities in Çerkezköy and Korkepe, with an annual output capacity of 578 million units, successfully passed various audits conducted by national and international health authorities. We aim to make access to effective treatment available to everyone by offering to patients all over the world our products manufactured at high standards at our facilities that meet European GMP and US FDA compliance requirements. In this direction, we are continuously strengthening our presence in the Turkish market, as well as in international markets. As of the end of 2022, we now hold 1,029 product licenses in 64 countries in international markets. We introduced new products to the market in many countries in Europe, North and South America, the Balkans, the Middle East and New Zealand.

The value we attach to R&D plays an important role in our sustainable success. Last year, we invested approximately 10% of our turnover into R&D. According to the R&D 250 Survey by Turkishtime, we were named the pharmaceutical company that spends the most on R&D in Turkey. Just like every year, our R&D teams achieved major successes this year. We were awarded the Golden Mocha and 11th Chemistry R&D Project Market prizes with the invaluable projects developed by our teams. Our extensive R&D team comprised of 409 highly qualified and specialist management continues to work diligently to contribute to public health in our laboratories and production sites equipped with the state-of-the-art technology.

At IQVIA, we believe that sustainability is a social and even global responsibility that we should all embrace for the world we live in. We regard sustainability as a determining factor in all our processes, from production to distribution and supplier selection. We focus on the all dimensions of sustainability, such as using our resources in the most efficient way, drawing attention to environmental issues, as well as leaving a livable world for future generations and making medicine accessible to all; and we are furthering our efforts in these areas.

Dear Stakeholders,

2022 was a year in which high inflation affected the world in general and our country in particular. Still, it was also a successful year for IQVIA, thanks to the appropriate and correct policies we implemented. With our 64 years of experience, highly experienced management team, 2,895 competent employees, strong product portfolios, not to mention our cost-benefit, quality and flexibility capabilities, we continue to make a difference in today's world of rapid change. In the coming years, as a global pharmaceutical company we will continue to work with dedication and offer solutions on a global scale so as to create a sustainable world, given our corporate values and awareness of our responsibilities. These values and responsibilities include resilience against challenges, responsibility, innovation and development, trustworthiness, people-orientation and teamwork.

Yours Sincerely,

Philipp Hall

Chairman of the Board of Directors & CEO

Board of Directors and Senior Executives

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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 remittances 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 İlaç Üretim Pazarlama Sarı ve Tic. A.Ş., and member of Board of Directors in Eastpharma Sarı. 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. Belgrade, and as member of Board of Directors and CEO in Devatis Inc.

Mesut Çetin

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. Ltd and Saba İlaç 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 Koç University.

Chairman of the Board of Directors and CEO

Deputy Chairman of the Board of Directors and CFO

BOARD OF DIRECTORS AND SENIOR EXECUTIVES

Member of the Board of Directors

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 former Gulf & Country Club, Superonline and YES which is also a Cukurova Group company. After completing his professional career as the General Manager at former Gulf & Country Club, Ufuk stopped this company and worked as a Manager and Consultant for more than 6 years, and in 2010, established the consulting firm 62 and started to offer Management Consulting, Training and Spokesmen services in development and management topics in a variety of companies in Türkiye.

Ufuk continues his training and consultancy activities at K2C Consulting company, which he founded in 2013 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 Yükseki 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 in the Ticaret sector in New York and in the Ufuk Division Board of Finance for the year 2001, and has been the principal partner of her return, she worked as investment specialist at Hattak Holding for a short period of time and performed as the General Manager of NAR Group, from 2008 to 2015. Ayşecik Haas is currently 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 negotiating to Türkiye, she worked at Emek Elektrik A.Ş. as an Expert Specialist in Business Administration in Turkey, MSA, and Ticaret A.Ş. 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.

Changes in Memberships of the Board of Directors within the year

Members of the Board of Directors were elected at the Annual Ordinary General Assembly Meeting held on April 01, 2022 to hold office for a period of 3 years.

Senior Executives

Philipp Cornet Haas - (CEO)
Mesut Çetin - (CFO)
Doğan Varinboğlu - Deputy General Manager of Türkiye and International Markets
Rola Yıldız - Financial Reporting and Accounting Director
Hartwig Andreas Steckel - R&D and International Markets Technical Licensing Director
Tijen Kavlak - Business Unit Director

Ifan Çınkaya - Biotechnology Director

Aytaz Aysuna Erder - Legal Affairs Director
Elçin Güner - Business Unit Director
Enay Kurt - Çerkedekyir Facility Director
Gökhan Kabar - Procurement Director
Gülcan Gümüş - Human Resources & Development Director
Melin Ercan - Çerkedekyir Facility Director
Murat Akınci - Medical Business Unit Director
Murat Aksoy - Manufacturing Planning & Logistics Director
Refiye Adiyaman - Quality Operations Director
Sibel Yılmaz - Kartepe Facility Director

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ORGANIZATION CHART

Name	Street	City	State	Phone Number	Phone Number	Phone Number	Phone Number	Phone Number	Phone Number	Phone Number	Phone Number	Phone Number	Phone Number
United and International
Boulevard	Froyning	Quality Operations	UK1 Manufacturing Site	UK 5 Manufacturing Site	UK 6 Manufacturing Site	Kansas Manufacturing Site	Kansas Manufacturing Site	Kansas Manufacturing Site	Kansas Manufacturing Site	Kansas Manufacturing Site	Kansas Manufacturing Site	Kansas Manufacturing Site	Kansas Manufacturing Site
Business Unit I	Financial Planning and Accounting	Quality Operations UK 1	Firmware and Technical Manufacturing	Korea Local Finances & Stock Division		Sachs Local Manufacturing	AWS	Meyallabang Planning					Meyallabang Planning
Business Unit II	General Accounting	Quality Control UK 1	New Manufacturing Zone	New Industrial Development & Planning		Sachs Local Manufacturing - Phoenix	Financial Development	Logistics					Sachs Engineering, Affairs
Business Unit III	Finance	Quality Operations UK 1	New Manufacturing Trade & Stock	AM & April Manufacturing		Sachs Industrial & Finance Company - Puducherry	Pharmaceutical Development						Sach Management
Business Unit IV	Budget Reporting	Microbiology UK 1	Sach Management & Manufacturing and Global Fund Planning	Technical Engineering		Estate, Arkansas and Cologne Quality Control	Insights						Food & Pharmaceuticals
Business Unit V	Hardware	Sach Management & Specification UK 1	Technical Engineering	Project Support		Technical Engineering	P&D Technical Support
Marketing	Software	Quality Operations UK 2					Project
Business Unit VI	Purchasing	Quality Operations UK 2					Manufacturing & Production
Business Unit VII	Business Management	Quality Approval UK 2					API
Business Unit VIII	Project Management and Production	Microbiology UK 2					Communication
Business Unit IX	Legal Affairs	Management & Operations UK 2					Communication
Marketing	Legal Affairs	Management & Operations UK 2					Management & Operations
Commercial		Quality Operations UK 2					Management & Operations
Commercial		Quality Operations UK 2					Management & Operations
Communication		Quality Operations UK 2					Management & Operations
Market Business Unit		Quality Operations UK 2					Marketing & Marketing
Business Excellence		Microbiology Europe					Marketing & Marketing
Commercial Research		Business and Development & Development Europe					Marketing & Marketing
		Health, Energy & Technology Europe					Marketing & Marketing
		Staff Operations					Staff Operations
		E-Commerce					E-Commerce

SHAREHOLDING STRUCTURE AND SUBSIDIARIES

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

Group A
Direct Control 74.00%

Group B
Direct Control 72.00%

Group C
Direct Control 82.20%

SHAREHOLDING STRUCTURE (Shares of Group C)

DEVA Holding A.S.

EastPharma Ltd.	EastPharma Group	DEVA Holding	DEVA Group B	DEVA Group C	DEVA Group D	DEVA Group E
100%	100%	100%	100%	99.99%	100%	100%

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:

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

Resilience
Responsibility
Innovation and development
Trustworthiness
People oriented approach
Teamwork

NOTES FROM THE PHARMACEUTICAL INDUSTRY

According to the total IQVIA data of free market and hospitals, 2,824 million units and TRY 121.6 billion (*) worth of medicines were sold in the Turkish pharmaceutical market in 2022. The market grew by 8.5% in number of units and by 78.1% 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 92.3% in TRY.

Although drugs from various treatment groups are imported in Türkiye, the mainly imported drugs are novel and high-tech preparations, anti-cancer drugs, blood factors, nervous system drugs, insulin and certain controlled-release drugs.

According to IQVIA data, the sales of imported products increased by 0.8% on a unit basis; however, they decreased by 10.3% in USD, totaling 3.4 billion USD in 2022. The domestic pharmaceutical market, on the other hand, grew by 9.9% in units but shrank by 4.0% in USD, totaling 3.8 billion USD. The ratio of imports in the total market is 14.2% in units while it is 47.1% in USD.

According to IQVIA data, the industry grew by 8.5% in terms of units sold; however, it shrank by 7.1% in terms of USD, corresponding to 7.3 billion USD in 2022. The pharmaceutical market grew by 78.1% in total, and reached TRY 121.6 billion.

Total Market (Million Units)

Total Market (Million TRY)

(*) "Future" are included in the value in units but not included in the value in %, based on the IQVIA calculation method change
Source: IQVIA Free + Hospital Data View

Total Market (Million USD)

NOTES FROM THE PHARMACEUTICAL INDUSTRY

In Türkiye, the market distribution by pharmaceutical segments was as follows in 2022 in units and in TRY/USD. The "Nutrition & Metabolism" segment had the largest share, both in units and TRY/USD.

Total Market Sales Distribution (%) (Units)

Total Market Sales Distribution (%) (TRY/USD)

Source: IQVIA Free + Hospital Data View

DEVA IN 2022

According to IQVIA data (Free Market + Hospital), DEVA Holding sold 141 million units worth TRY 3,157 million in 2022, growing by 8.9% in terms of units and by 72.6% in terms of TRY compared to 2021.

In 2022, DEVA Holding ranked third with a market share of 5.0% in units and sixth with a market share of 2.6% in TRY.

Market Share of Top 15 Companies (Units)

Market Share of Top 15 Companies (TRY)

DEVA Holding sold 34.8 million units of products worth TRY 242.3 million to the State Supply Office in 2022, and these sales are not included in the IQVIA data.

Source: IQVIA Free + Hospital Data View

DEVA IN 2022

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

DEVA Holding (Million Units)

DEVA Holding (Million TRY)

DEVA Holding (Million USD)

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DEVA IN 2022

In 2022, DEVA Holding's products named Devit D3, Amoklavin, Dikloron, Tricotil and Dodex ranked among the top 100 products of the Turkish pharmaceutical market in terms of units sold. Amoklavin and Rivetime ranked among the top 100 products of the Turkish pharmaceutical market, respectively, in terms of TRY.

According to IQVIA data for 2022, a total of 13 products accounted for 50% of the company's revenue. These products are Amoklavin, Rivetime, Devit D3, Dikloron, Candexil Plus, Dodex, Tribeksol, Madopar, Dilatrend, Cefaks, Azitro, Deserin and Biteral, respectively.

DEVA Holding's Distribution of Sales % (Units), 2022

DEVA Holding's Distribution of Sales % (TRY/USD), 2022

Thirteen new products were launched in 19 different forms, and eight different forms were added to existing products in 2022.

"Nutrition & Metabolism" group of drugs make up the largest portion of DEVA Holding's drug sales in 2022 in units, and "Systemic Anti-infective" group of drugs make up the largest portion in TRY/USD. The distribution of sales by segments in terms of units and TRY/USD is as follows:

DEVA IN 2022

INTERNATIONAL MARKETS

GMP Inspections

In 2022, remote or on-site GMP inspections were carried out at Çerkezköy-i Manufacturing Site by the health authorities of Kosovo, Belarus, Ethiopia, Uganda, Germany and Türkiye, as well as US FDA (US Food and Drug Administration), and approvals were obtained for the renewal of the GMP certificate.

GMP inspections were carried by US FDA and the health authorities of Kosovo and Türkiye at Çerkezköy-i Manufacturing Site, and approvals were obtained for the renewal of GMP certificate.

Additionally, remote or on-site GMP inspections were carried out by the health authorities of Kosovo, New Zealand, and Türkiye at Kartepe Manufacturing Site, and approvals were obtained for the renewal of the GMP certificate.

Also, the validity of the CE certificate was maintained through the recertification audit for ISO 13485 Quality Management System Certificate, and the 93/42/EEC surveillance audit for medical devices at the Kartepe Manufacturing Site. In addition, the validity of the ISO 9001:2015 Quality Certificate was maintained through the renewal audit carried out for the Empty Ampoule and Cologne Departments at the Kartepe Manufacturing Site.

Export of Medicinal Products for Human Use and Raw Materials

Agreements with pharmaceutical companies and distributors abroad were maintained in 2022, and products sales to foreign markets with the DEVA brand and license agreements continued as the main business model.

In 2022, 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 manufacturing projects increased by 16% compared to the previous year, reaching approximately 45.2 million USD.

Source: IQVIA Free + Hospital Data View

DEVA IN 2022

The global growth strategy is executed using a dual-pronged approach, involving entering new markets and expanding footprint in existing markets with new launches.

In 2022, total of 88 approvals were received, bringing the grand total to 1029 approvals in 69 countries.

With DEVATIS GmbH in Germany, we launched our new oncology products and the market share of some of our products in the field of oncology has increased.

We continued our business development activities in Europe and sold our CNS products in Sweden and Finland, and our oncology products in England and the Netherlands. We sold our products for the first time to Canada, a country of strategic importance. Our current product range was expanded with the new tenders we won through DEVATIS Ltd. in New Zealand. Furthermore, we continued to work on potentially strategic products in the USA, Australia and Mexico through DEVATIS.

In the Balkans, we maintained our market leadership in the respiratory field in Bosnia and Herzegovina and Kosovo, and having won tenders in the fields of hematology and oncology, we began to market our products in Macedonia.

Having won important government tenders in Azerbaijan, Kazakhstan and Belarus, we placed our new products in the fields of oncology, CNS and cardiology upon the market. We introduced our first ophthalmology and respiratory products in Kyrgyzstan and continued to grow as DEVA in these markets.

Our product portfolio in the respiratory, ophthalmology, anti-infective market in Iraq was strengthened, and new partners were added to our business model. We won new government tenders in major fields such as CNS and oncology.

We signed our first distributorship agreements in Chile, Colombia and Paraguay, and sold our first registered product to Ghana.

Promotional Activities in the International Arena

While commercial activities grew rapidly on a global scale, new collaborations were evaluated with exhibitions. Through participation in international organizations during 2022, DEVA Holding's communication network in this area was grown and a ground was established for agreements with new business partners.

In 2022, online product and sales training courses were provided to the sales and field teams of our existing partners in international markets, and physicians and pharmacists working abroad were hosted for visits to the manufacturing sites in Türkiye. Sponsorship agreements were made for various activities in order to communicate DEVA's corporate philosophy to the target audience as a common ground in all markets where the DEVA brand is present.

International Business Development Projects

In international markets, two new license and supply agreements covering three countries in Europe were signed in 2022 in antineoplastics - immunomodulators, central nervous system and anti-infective therapeutic areas.

Many therapeutic areas were examined in 2022 to strengthen the portfolio, and as a result of feasibility studies conducted, many new products were added to the future product portfolio in 12 different therapeutic areas, predominantly respiratory, cardiovascular, antineoplastic and ophthalmic products groups. Opportunities of cooperation for joint development were used.

Congresses and Exhibitions Participated in International Markets:

Pharmasynergy Online, February 2022
DCAT- New York, USA, March 2022
EuroPLX 78- Lisbon, Portugal, April 2022
Bio International, San Diego, CA, USA, June 2022
EuroPLX 79- Vienne, Austria, June 2022
CPHI, Frankfurt, Germany, November 2022

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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 2022, to both anniversary, as well. Career opportunities offered to employees were kept in place, and internal resources were prioritized, especially in promotions. DEVA continues 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 2022, the demographic structure of the company is as follows:

Age-based Distribution

Gender Distribution

Educational Distribution

As in previous years, in 2022 DEVA continued to recruit, interns as part of its Human Resources and/or Center to contribute to the development of vocational high school students and to support university students in shaping their careers during their education. Internship placement agreements were signed with DEVA to other universities in Turkey. 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 2022 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 involved in the opportunity to take part in various special projects and gain experience in the pharmaceutical industry through their participation in online courses given by our R&D Institute. Within the scope of the "FURDAR 222F/C Paper Researcher Scholarship Program (FDSR)". As part of our 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 "FURDAR 224A - Industrial Doctorate Program" and students pursuing their doctoral degrees in the Pharmacy and analytical chemistry as designated universities were employed in "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.

Within the scope of digital transformation, the "Digital Orthopedics" project was implemented, moving the recruitment process to an online platform. The new employees were supported in the process of adaptation to the workplace and corporate culture.

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 of the Red Crescent Society. This is the responsibility project set, an example for DEVA employees to act ethically and responsibly towards the society, once again emphasising 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, and happy hours were organized to boost employee motivation, only and solidarity. The creativity of employees was supported, with new ideas and projects they develop being evaluated and rewarded.

The "Hominate-Him" program enables employees to suggest candidates who are well in tune with DEVAs corporate culture and values, for open positions. In turn,

the employees who recommended the candidates are rewarded in the event that the recommended candidates are hired.

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.

Within the framework of "DEVA/Performance Management System", competency-based performance evaluations were conducted for all employees, in line with the targets set for year 2022. The "DEVA Competency Assessment" process, in turn, continues to be integrated with DEVA Performance Management System, Training and Development, Selection, Placement and Promotion processes.

In line with DEVAs targets and strategies for 2022, a variety of training programs were organized to address various development needs of employees. In addition, DEVA continued to support employees' participation in training activities in Türkiye and abroad in order to expand their technical knowledge and skills and to improve their level of personal development.

Values-based leadership training courses were conducted for executives, Online and In-class training programs were organized to improve the leadership skills of medieval managers at the Head Office and production facilities, and the communication and relationship management skills of employees in other positions. Field promotion teams and managers were supported with trainings on basic approaches to coaching and training programs to support promotional practices in the field, tailored to current needs.

In 2022, with the integration of the development catalog into the Devakaderit training portal, training content on approximately 5,000 distinct topics ranging from professional development to leadership, from new world skills to private life was made accessible to those who embarked on the development journey.

The Personal Development Planning System (GPS) was implemented and integrated into the e-learning system. As such, the employees are now supported with a new generation development planning system that enables them to make their own development plans based on their competencies.

The foreign language education process, which supports the employees' ability to keep up with the changing world and their personal development, continued in 2022 with online training entailing up to date education courses, and was expanded further with different language alternatives to address business needs.

By using up-to-date training technologies such as virtual classrooms, videos, e-mails, podcasts, e-learning and mobile learning in training and development planning, webcues and effective surprise solutions, and a different level of employees at all locations, while In-class Training planning was integrated into Devakaderit training portal, enabling planning and management through a single system.

In 2022, all Human Resources and Development activities were supported with technological developments and continued successfully.

MANUFACTURING FACILITIES

DEVA HOLDING CERKEZKÖY-I MANUFACTURING FACILITIES

DEVA Holding Çerkezköy-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 buildings where liquids/semi-solids and solids, cephalosporin, penicillin, hormone products, inhaled products, sterile liquid ampoules and wax and soft gel capsules are manufactured.

While a total of 137 million units were manufactured in the manufacturing facility in 2021, 183 million units were manufactured in 2022. The number of units manufactured in 2022 increased by 48 million units compared to 2021, which corresponds to an increase of 34%.

Total Quantity of Products Manufactured in Çerkezköy-I Manufacturing Facility (Units)

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 state-of-the-art technology.

In this unit, where a total of 22 million units of products were manufactured in 2021, a total of 37.5 million units, including 30 million units of syrups, drops and sprays and 7.5 million units of pomades, gels, suppositories and ovules, were manufactured in 2022.

The quantity manufactured in the Liquids Manufacturing Unit in 2022 on a unit basis increased by 70% compared to 2021, with 15.5 million more units manufactured.

Manufacture of Liquids/Semi-Solids (Units)

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MANUFACTURING FACILITIES

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 57.9 million units of products were manufactured in 2021, a total of 65.9 million units of products were manufactured in 2022, including 62.7 million units of tablets/capsules and soft gel capsules, and 3.2 million units of suspensions.

The quantity manufactured in the Solids Manufacturing Unit in 2022 on a unit basis increased by 14% compared to 2021, with 8 million more units manufactured.

Manufacture of Solids (Units)

MANUFACTURING FACILITIES

Penicillin Manufacturing Unit (Beta-lactam II)

While 17.6 million units were manufactured in the Penicillin Manufacturing Unit in 2021, 4.7 million units of sterile powder vials for injection, 7 million units of oral suspension, 10.9 million units of film coated tablets, totaling 22.6 million units, were manufactured in 2022.

The quantity manufactured in the Penicillin Manufacturing Unit in 2022 on a unit basis increased by 28% compared to 2021, with 5 million more units manufactured.

Manufacture of Penicillin (Units)

Cephalosporin Manufacturing Unit (Beta-lactam I)

While 15.8 million units were manufactured in the Cephalosporin Manufacturing Unit in 2021, 21.3 million units of sterile powder vials for injection, 1.6 million units of oral suspension, 3.4 million units of film coated tablets and capsules, totaling 26.3 million units, were manufactured in 2022.

The quantity manufactured in the Cephalosporin Manufacturing Unit in 2022 in terms of units increased by 66% compared to 2021, with 10.5 million more units manufactured.

Manufacture of Cephalosporin (Units)

Hormone Products Manufacturing Unit

While 18.2 million units were manufactured in the Hormone Products Manufacturing Unit in 2021, 4 million units of cream/pomade, 4 million units of solid tablets and film tablets, and 17.9 million units of sterile ampoules, vials and drops, totaling 25.9 million units, were manufactured in 2022.

The quantity manufactured in the Hormone Products Manufacturing Unit in 2022 on a unit basis increased by 42% compared to 2021, with 7.7 million more units manufactured.

Manufacture of Hormone Products (Units)

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MANUFACTURING FACILITIES

Inhaled Products Manufacturing Unit

While 3.5 million units of MDIs and DPIs were manufactured in the Inhaled Products Manufacturing Unit in 2021, 3.3 million units were manufactured in 2022.

Total Quantity of Inhalers Manufactured (Units)

Sterile Liquid Ampoules, Vials and Soft Gel Capsules Manufacturing Unit

While 1.9 million units of sterile vials were manufactured in the Sterile Liquid Ampoules, Vials and Soft Gel Capsules Manufacturing Unit in 2021, 1.7 million units of sterile vials and 3.1 million solvent ampoules were manufactured in 2022.

Total Quantity of Sterile Liquid Vials Manufactured (Units)

MANUFACTURING FACILITIES

DEVA HOLDING CERKEZKÖY-II MANUFACTURING FACILITIES

DEVA Holding Cerkezköy-II Manufacturing Facility, which has enclosed facilities of 50,270 m² established on an area of 67,551 m² in Çerkezköy Organized Industrial Zone, at a distance of approximately 110 km from Istanbul, is made up of modern buildings manufacturing solid oncology products, sterile liquid oncology products, animal health products and APIs. There are also R&D, Biotechnology and Central Stability Buildings at the facility.

In 2022, the new Biotechnology Building at the Çerkezköy-II Manufacturing Facility and the Central Stability Building, which will serve all the facilities, commenced its activities after successfully passing the inspections of the Ministry of Health. With the putting in the use of the Biotechnology Building, the Biotechnology R&D team continues its activities in this building. The High Potent Manufacturing Building, whose construction and equipment installations are ongoing, is projected to start its activities in the first quarter of 2023.

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 1.2 million units in 2021, increased by 9% to 1.3 million units in 2022.

Manufacture of Solid Oncology (Units)

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MANUFACTURING FACILITIES

Of a total of 1.3 million units manufactured in 2022, 0.42 million units were manufactured in the form of capsules and 0.87 million units in the form of tablets.

In addition, 0.12 million of 0.87 million units of products manufactured in tablet form and 0.30 million of 0.42 million capsules were manufactured for the European market.

Distribution of Solid Oncology Products in 2021

Distribution of Solid Oncology Products in 2022

MANUFACTURING FACILITIES

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 1.13 million units in 2021, was realized as 1 million units in 2022.

Of 1 million units of products, 0.81 million units were liquid products and 0.19 million units were lyophilized products.

Manufacture of Sterile Liquid Oncology (Units)

Distribution of Sterile Liquid Oncology Products in 2021

Distribution of Sterile Liquid Oncology Products in 2022

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MANUFACTURING FACILITIES

Non-Sterile (Solid) Animal Health Products Manufacturing Unit

Animal health products are manufactured in the Non-Sterile (Solid) Animal Health Products Manufacturing Unit, 7 of which are in tablet form, 16 in powder form filled in small and large sachets and 1 in powder form filled in bags.

The total quantity manufactured in the unit, which was 3.17 million units in 2021, increased to 1.47 million units in 2022. 1.28 million units of these products are in tablet form while 0.19 million units are in powder form.

Solid Animal Health Products (Units)

Distribution of Solid Animal Health Products in 2021

Distribution of Solid Animal Health Products in 2022

MANUFACTURING FACILITIES

API (Active Pharmaceutical Ingredient) Manufacturing Units

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

The quantity of the API manufactured was 4,019 kg in 2021, while it was 2,749 kg in 2022.

Of the total API quantity of 2,749 kg manufactured in 2022, 1,828 kg was non-beta-lactam API while 921 kg was oncolytic API.

Manufacture of API Products (kg)

Distribution of API Products Manufactured in 2021

Distribution of API Products Manufactured in 2022

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 Çerkezköy-II Facility of DEVA Holding was 5.5 million units in 2021, while it was 3.8 million units in 2022.

The total capacity utilization rate of the Çerkezköy Manufacturing Facilities is 89.6%.

Total Quantity of Products Manufactured in Çerkezköy-II Manufacturing Facilities (Units)

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MANUFACTURING FACILITIES

DEVA HOLDING KARTEPE MANUFACTURING FACILITIES

DEVA Holding Kartepe Manufacturing Facilities, located by the Izmit-Arkara 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.

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 51.6 million units of sterile liquid drugs were manufactured in 2021, a total of 60.6 million units were manufactured in 2022, with an increase of approximately 17.5% compared to 2021.

Manufacture of Sterile Liquid Drugs (Units)

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MANUFACTURING FACILITIES

Manufacture of Sterile Ampoules for Injection

At the facility, where a total of 33.8 million units of ampoules and 19.6 million solvent ampoules were manufactured in 2021, a total of 41.4 million units of ampoules and 21.2 million units of solvents were manufactured in 2022. An increase of approximately 23% was seen in manufacture on a unit basis compared to 2021.

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 10.27 million units of vials were manufactured in 2021, a total of 13.84 million units of vials were manufactured in 2022. An increase of approximately 35% was seen in manufacture compared to 2021.

Manufacture of Vials (Units)

Manufacture of BFS-SVP

At our BFS-SVP production lines, where a total of 7.02 million units were manufactured in 2021, a total of 4.35 million units were manufactured in 2022.

Manufacture on BFS - SVP Lines (Units)

Manufacture of Sterile PE Bottles

In our filling line of eye drops in sterile PE bottles, where 0.47 million units were manufactured in 2021, a total of 0.97 million units were manufactured in 2022.

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MANUFACTURING FACILITIES

Manufacture of Empty Medical Ampoules

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 2021 was 145.75 million, it was 209.80 million in 2022, seeing an increase of approximately 44% compared to 2021.

Manufacture of Empty Medical Ampoules (Units)

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 manufactured in 2021 was 3.06 million, it was 2.23 million in 2022.

The total capacity utilization rate of the Kartepe Manufacturing Facilities is 87.6%.

Manufacture of Colognes (Units)

PRODUCTION INDICATORS

The total human and veterinary products manufactured in our manufacturing facilities on a unit basis was 200.7 million units in 2019, 205.8 million units in 2020, 194.5 million units in 2021 and 247.8 million units in 2022.

The total manufacturing value (drugs and other products) was realized as TRY 687.6 million in 2019, TRY 868.8 million in 2020, TRY 1,073.7 million in 2021 and TRY 2,199.3 million in 2022.

DEVA TÜRKİYE REGULATORY AFFAIRS & MARKET ACCESS

DEVA Türkiye Regulatory Affairs & Market Access Department consists of

Regulatory Affairs
Price & Reimbursement
Official Relations
Medical Regulatory Affairs and Pharmacovigilance
Packaging

groups.

In 2022, 45 new approvals were received in all 14 therapeutic fields, thus adding new products to our portfolio.

We have a total of 654 registered pharmaceutical products for human use, 2 medical devices and 15 food supplements, and of these, 389 registered products are active and equal to 203 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 409 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 2022;

Approvals were received for 17 products in regulated markets.
71 marketing authorizations were obtained in international markets.
Alternative sources of active substance were investigated to cut the costs of 36 commercial products.
For the purpose of reducing the cost of 37 commercial products, an alternative source study was performed for excipients.
Improvement activities were carried out to reduce the cost of 7 commercial products.
1 project is still ongoing within the scope of TÜBİTAK TEYDEB 1501 Industry R&D projects.

Furthermore, in 2022, DEVARGE was granted the Golden Mortar Award and 11th Chemistry R&D Project Market Award.

VETAS

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, Vetas 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 49 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 Türkiye, both as updates or new products.

Vetas, having participated in the congresses held in the field of animal health, acted as the Veterinarian Participant Sponsor of the 9th National & 3rd International Congress organized by the Turkish Veterinary Gynecology Association in Antalya on 24-27 March 2022.

A stand event was held at the International Veteran Veterinary Sciences Congress organized by the Istanbul Chamber of Veterinarians and Cerrafopaja School of Veterinary Medicine of Istanbul University on 12-15 May 2022 in Istanbul, of which Vetas acted as the Veterinarian Participation Sponsor.

In addition, it acted as the Veterinarian Participant Sponsor of the 5th International Farm Animals Fertility and Udder Health Congress organized by the School of Veterinary Medicine of Near East University on 26-29 May 2022 in the Turkish Republic of Northern Cyprus.

It also promoted new products by participating in the 7th National & 3rd International Herd Health and Management Congress organized by the Farm Animal Veterinary Medicine Association in Antalya between 20-23 October 2022 as a Platinum Sponsor.

Vetas, which continued to meet the needs of the industry in 2022 by making it possible to manufacture high-quality, healthy, safe and efficient foods of animal origin with its outstanding technological infrastructure, focuses on new product studies to expand its product range in line with the field's 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 desired levels and 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 well as written policies and practices. Internal Audit Management evaluates all units in terms of management within the framework of the audit plan, and presents audit results to the Risk Management Committee and the Committee Responsible for Audits on a regular basis.

In 2022, internal audit activities were carried out for the company's operations, 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

No changes were made to the Company's Articles of Association during the period.

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 01.01.2022 - 31.12.2022

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

None

Cases filed against the company

The cases filed against our company include various labour cases and cases regarding tax penalties. Detailed information on the subject is provided in the footnote 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 our company, 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.

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ADMINISTRATIVE ACTIVITIES

Severance pay liability

The severance pay liability of DEVA Holding A.Ş. and Group Companies for 01.01.2022 - 31.12.2022 period was TRY 96,363,234, 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, fuel, marriage aid, 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

Donations and aid amounting to TRY 1,824,606 were provided to various organizations and associations during the period between 01.01.2022 and 31.12.2022.

Recognizing our responsibility to improve society's quality of life and support economic, environmental, cultural and social development, based on the principle "human health is our first priority no matter where in the world", our company continued the social responsibility activities it performed with non-profit organizations in 2022, and for that purpose, support was provided to meet equipment needs of several education and health institutions.

COMMITTEES AND WORKING PRINCIPLES

Supervisory Committee

Eşref Güneş Ufuk
Sengül Soytaş
Chairman (Independent Member of the Board of Directors)
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 Market Legislation. The Committee also evaluates the issues identified in the framework of their evaluations and reports to the Board of Directors.

Corporate Governance Committee

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

The Corporate Governance Committee monitors the Company's compliance with the Corporate Governance Principles in accordance with the Capital Market Legislation and the Capital Markets Board Corporate Governance Principles, and carries out improvement activities and presents recommendations to the Board of Directors. 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

Eşref Güneş Ufuk
Sengül Soytaş
Chairman (Independent Member of the Board of Directors)
Mesut Çetin
Member (Independent Member of the Board of Directors)
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 necessary measures for the identified risks and the management of the risk.

ADMINISTRATIVE ACTIVITIES

The Sustainability Subcommittee

Mesut Çetin
Doğan Varinlioğlu
Emre Günaydın
Gülseren Mahmutoglu
Gülsın Gümüş
Atya Yıldız
Sibel Kayaoglu
Fatma Yanbasan Turp
Sanye Yarar
Gökhan Kaba
Murat Aksoy
Serkan Varlık-Mert Uz
İrfan Çinkaya
Suat Cingiler

Chairman (Member of the Board of Directors/CFO)
Vice Chairman (Deputy General Manager of Türkiye and International Markets)
Secretary / Member (Strategic Planning & Corporate Communication)
Member (Treasury & Investor Relations)
Member (Human Resources and Development)
Member (Legal)
Member (Finance)
Member (World Health, Safety and Environment)
Member (Productivity Operations)
Member (Purchasing)
Member (Production Planning & Logistics)
Member (International Markets)
Member (Biotechology)
Member (Biotechnology)

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 2022, the Supervisory Committee convened 12 times, the Committee for Early Detection of Risks convened 6 times, the Corporate Governance Committee convened 12 times, and the Sustainability Subcommittee convened 1 time, and continued their activities within the framework of their obligations within the scope of CMB Legislation regulations.

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 shareholders' equity, short- 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 geopolitical developments both in the world and in our country, it is expected that the fluctuations in exchange rates and interest 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 among the total 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 and purchases in foreign currencies.

Moreover, the developments regarding Kahramanmaras centered natural disaster occurred on 6 February 2023 which affected Adana, Abyaman, Diyarbakır, Gaziantep, Hatay, Kahramanmaraş, Kilis, Malatya, Osmaniye ve Şanlıurfa are being closely monitored and their possible effects on our Company are being evaluated.

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ADMINISTRATIVE ACTIVITIES

Credit Risk of Customers:

The distribution and payment terms of trade receivables are of great importance in terms 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 B and Group C customers such as bank letters of guarantee or collaterals. To minimize the credit risks 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/to be 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

Eyref Gores Uluk	Chairman (Independent Member of the Board of Directors)
Sengül Soytaş	Member (Independent Member of the Board of Directors)
Mesut Çetin	Member (Executive Member of the Board of Directors)

THE NATURE AND AMOUNT OF THE FINANCING SOURCES AND ISSUED CAPITAL MARKET INSTRUMENTS 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.

Within the scope of the Issuance Certificate approved by the Capital Markets Board's decision dated 16.04.2020 and numbered 25/520, a floating-rate bond with a nominal value of 100 million TL with 729 days maturity and coupon payment every 3 months, was issued and the sale of the bonds was completed as of April 13, 2021. The interest on the bond is calculated by adding 200 basis points to the BEST TURIF index yield.

Moreover, pursuant to the issuance Certificate approved by Capital Markets Board's decision dated 15.09.2022 with number 50/134, sale of financial bonds with nominal value of TRY 150,000,000, 32% annual interest, 364 days maturity period and coupon and principal payment to be paid at the end of the maturity period has been completed on 06.10.2022 and financial bonds with nominal value of TRY 270,000,000, 34% annual interest, 364 days maturity period, coupon and principal payment to be paid at the end of the maturity period has been completed on 28.02.2023.

INVESTMENTS

In the 01.01.2022-31.12.2022 period, TRY 755,342,210 was invested in DEVA Holding A.S. and Group Companies, for Management Building, Plant, Machinery and Equipment, and Fixtures, TRY 473,159,275 for R&D, Registration and Licenses, amounting to a total of TRY 1,228,501,485.

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 60% of the total amount of expenses that are evaluated and approved by TÜBITAK are paid as monetary support.

As of 31.12.2022, the company has 1 TÜBITAK-approved ongoing projects and incentivized expenses of TRY 352,610,600 with the support of TÜBITAK or within the scope of R&D center have been made in this period.

In the same period, TRY 147,168,652 was spent for DEVA Kartepe facilities within the scope of the incentive certificate number 501317 received on 30.10.2018; TRY 5,631 was spent within the scope of the incentive certificate numbered 136611 received for Çerkezköy facilities on 17.04.2018; and TRY 700,150,937 was spent with the scope of the incentive certificate numbered 525422 received for Çerkezköy facilities on 26.05.2021.

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

Subsidiaries and Related Companies

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 Zealand and Australia.

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 R.L. 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.
(*) Establishment procedures were completed on 30.01.2023.

INFORMATION ON THE SUBSIDIARIES AND RELATED COMPANIES

Subsidiaries

DEVA Holding holds 100% stake in Devatis Ltd, which was established in New Zealand in order to sell and distribute its products abroad, Devatis GmbH, established in Germany, Devatis AG, established in Switzerland, Devatis Inc. established in America, Devatis de Mexico S. De Rl. De.Cv established in Mexico, Devatis Pty Ltd established in Australia, Devatis Canada Inc. established in Canada, and Devatis d.o.o. Beograde established in Serbia.

Other Related Companies

Operating in field of production and marketing of medicinal products for human use, active pharmaceutical ingredients and veterinary drugs and having its registered office in Luxembourg, Eastpharma S.a.r.l. is the major shareholder of DEVA Holding with a share of 82.20%. Eastpharma S.a.r.l. is also the major shareholder of Saba IIac San. ve Tic. A.Ş. operating in pharmaceutical industry 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 in 9 products in which 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.l. gained royalty revenue from DEVA Holding through the sales of these products in Türkiye.

Saba IIac purchases contract manufacturing services from DEVA Holding. In this context, Saba products are 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/promotional services 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. 6162 effective as of 1 July 2012, the Board of Directors of DEVA Holding A.Ş. is obliged to prepare a report regarding its relationship with the holding company and subsidiaries affiliated with holding company in the previous operating year within the first three months of the operating year and include the conclusion of this report in the annual report. The necessary explanations regarding the transactions made by DEVA Holding A.Ş. 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 subsidiaries of the holding company within 2022, 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 framework, there is not any transaction or action, or non-action to require compensation according to circumstances and conditions known to us at the time of the transaction.

CONCLUSION

Operating Period

Operating Period has resulted in:

profit after tax in the amount of TL 1.360.224.221 according to consolidated financial statements drawn up in accordance with the provisions of the communiqué Number II-14.1 of the Capital Markets Board,
and profit after tax in the amount of TL 1.341.706.226,46 according to the individual financial statements of DEVA Holding, drawn up within the framework of the relevant provisions of Tax Procedure Law Number 213 and Turkish Commercial Code.

We hereby respectfully submit to the approval of General Assembly the evaluation and decision by shareholders on authorisation of the Board of Directors to determine, considering the cash projections of the Company, the date for distribution of the profit for the 2022 accounting period, namely the first and second dividend total gross profit amounting to TL 30.002.893,17 (Thirty million two thousand eight hundred ninety three %17 Turkish Liras) corresponding to the gross cash dividend of TL 0.15 (net TL 0.1350) per share with a nominal value of TL 1, corresponding to approximately 2.21% (15% of issued capital) of the total distributable net period calculated in accordance with the Capital Market Legislation, 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 and the profit to be delivered to other right holders as per the profit distribution table prepared within the framework of the relevant legal regulations.

We respectfully submit the approval of the General Assembly.

DEVA HOLDING A.S.
Board of Directors

STATEMENT

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

RESOLUTION DATE: 10.03.2023
RESOLUTION NO : 2023/13

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 COMMUNIQUÉ 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 01.01.2022 - 31.12.2022, prepared by our Company and independently audited by DRT Bağmsız Denetim ve Serbest Muhasebeci Mali Moğavirlik A.Ş., and based on the CMB regulations, the consolidated financial statements prepared in line with the formats specified by Turkish Accounting Standards / 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 deficiency which may result in the explanation being misleading as of the date on which it is made,

c) And are within the framework of information we have in field of duty and responsibility in our company, consolidated financial statements prepared according to financial reporting 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

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

Rıza YILDIZ
Director, Financial Reporting and
Accounting

CORPORATE GOVERNANCE PRACTICES

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, fund requirement due to mid- and long-term growth and investment strategies, conditions of the sector, the country and global economic conjunctures, capital requirements of its subsidiaries and affiliates, investment and financing policies, profitability and cash position are 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 public in accordance with 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 their date 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 year in which the General Assembly meeting is held at the latest.

Since the Company's articles of association do not contain any provision for advance dividend distribution, no advance dividend is distributed. If the Company may consider paying dividends in equal installments or in different installments in accordance with applicable legislation.

According to our consolidated financial statements, a post-tax profit of TRY 1,170,087.476.52 was earned, and, according to the solo financial statements developed in line with the relevant provisions of the Turkish Commercial Code and the Tax Procedures Law no. 213, a profit of TRY 1,175,529,699.37 was earned in the 2021 operating period, and, in accordance with the Capital Market Legislation, all relevant legal regulations, 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 regulations, first and second dividend total gross profit of TRY 30,002,893.17 equating to approximately 2.56% of the total distributable net profit for the 2021 accounting period (15% of the issued capital), and corresponding to a gross cash dividend of TRY 0.15 (net TRY 0.1350) for each share with a nominal value of 1 TL, profit to be given to other beneficiaries has been distributed

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
Eyref Güneş Ufuk	Independent Member of the Board of Directors	27.09.2018
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

STATEMENT OF INDEPENDENCE

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

Since I have been nominated as an independent member of the Board 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 4.5.6 in the principles part of the Capital Markets Board's Corporate Governance Communiqué No. II.17.1 and I comply with these principles. I confirm, declare and undertake that I will act accordingly.

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.Ş. within the past five years.

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

d) I am not sure of the work full-time at public institutions and establishments after being elected as a member, except for academic 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 positive contributions to the operations of DEVA Holding A.Ş., to protect my independence in conflicts of interest between shareholders and to take decision freely taking into consideration benefit rights.

g) I will allocate sufficient time to follow-up the functioning of the activities of DEVA Holding A.Ş. 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 or management 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 the Board 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:

CORPORATE GOVERNANCE PRACTICES

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

STATEMENT OF INDEPENDENCE

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

Since I have been nominated as an independent member of the Board 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 Governance 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 or indirectly, within the past five years between myself, my spouse and blood relatives up to second degree, or relatives by marriage and DEVA Holding, A.Ş., 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.Ş. 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.Ş. within the past five years,
c) I have the sufficient professional education, knowledge and experience to perform duty 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 member, except for academic 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 positive contributions to the operations of DEVA Holding A.Ş., to protect my independence in conflicts of interest between shareholders and to take decision freely taking into consideration benefit rights,
g) I will allocate sufficient time to follow-up the functioning of the activities of DEVA Holding A.Ş. 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 or management 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 the Board 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: Eyref Güneş Ufuk

Signature:

Eyref Güneş Ufuk

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 duties and authorities 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

36 Board of Directors meetings were held during the period. The meetings were held with the participation of all members and all decisions were taken unanimously, with the exception of the decision about them, in which no votes were cast in the negotiation, within the framework of article 393 of the TCC.

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 İlaç Sanayi ve Ticaret A.Ş. /New Life Yaşam Sigorta A.Ş./ Eastpharma İlaç Üretim 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 and Devatis d.o.o. Besograde (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)
Eyref Güneş Ufuk	Independent Member of the Board of Directors	KZC Danışmanlık (Founding Member)
Sengül Soytaş	Independent Member of the Board of Directors	Consultant
Ayşecik Haas	Non-Executive Member of the Board of Directors	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, remuneration, premium, bonus, severance pay etc. provided to Members of the Board of Directors and Senior Executives within the period is as follows: TRY 1,105,939 for the Members of the Board of Directors and TRY 143,673,026 for Senior Executives, and the total amount of benefits such as fuel, telephone, etc. is TRY 92,275 for the Members of the Board of Directors and TRY 660,138 for Senior Executives, amounting to TRY 145,531,378.

CORPORATE GOVERNANCE PRACTICES

STATEMENT OF COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES

DEVA Holding ("DEVA" or "the Company"), with the awareness of the responsibilities it carries towards its stakeholders, has adopted the notions of "equality", "transparency", "accountability" and "responsibility", which form the basis of its corporate management during the activities, and makes maximal effort and shows utmost 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 of full compliance with Corporate Governance Principles. In the operating period that ended on December 31, 2022, the Company has adopted and put into practice the corporate governance principles which were set forth in the annex to 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 and non-compliance with the corporate governance principles included in the annex to the Corporate Governance Communiqué in the operating period that ended on December 31, 2022 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 mechanisms within 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 PRACTICES

Corporate Governance Compliance Report

1.1. FACILITATING THE EXERCISE OF SHAREHOLDER RIGHTS

1.1.3. Up-to-date information and disclosures which may affect the exercise of shareholder rights are available to investors at the corporate website.

1.2. RIGHT TO OBTAIN AND REVIEW INFORMATION

1.2.1 - Management did not enter into any transaction that would complicate the conduct of special audit.

1.3. GENERAL ASSEMBLY

1.3.2 - The company ensures the clarity of the General Assembly agenda, and that an item on the agenda does not cover multiple topics.

1.3.7- Insiders with privileged information have informed the board of directors about transactions conducted on their behalf within the scope of the company's activities in order for these transactions to be presented at the General Shareholders' Meeting.

1.3.8 - Members of the board of directors who are concerned with specific agenda items, auditors, and other related persons, as well as the officers who are responsible for the preparation of the financial statements were present at the General Shareholders' Meeting.

1.3.10 - The agenda of the General Shareholders' Meeting included a separate item detailing the amounts and beneficiaries of all donations and contributions.

1.3.11 - The General Shareholders' Meeting was held open to the public, including the stakeholders, without having the right to speak.

1.4. VOTING RIGHTS

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

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

1.4.3-The company withholds from exercising its voting rights at the General Shareholders' Meeting of any company with which it has cross-ownership, in case such cross-ownership provides management control.

Company Compliance Status				Explanation
No	Partial	Accepted	Not Applicable













X
---	---	---	---	---
				As per the Articles of Association, the Company has 10 times the voting right for group C shares have as competent to group A and group B privileged shares.
	X
			X	Our Company has no partnerships in which it is in a mutual shareholding relationship.

CORPORATE GOVERNANCE PRACTICES

Company Compliance Status				Explanation
Yes	Partial	No	Exempted
			X	Our Company has no partnerships in which it is in a mutual shareholding relationship.

1.5. MINORITY RIGHTS

1.5.1 - The company pays maximum diligence to the exercise of minority rights.
1.5.2 - The Articles of Association extend the use of minority rights to those who own less than one twentieth of the outstanding shares, and expand the scope of the minority rights.

1.6. DIVIDEND RIGHT

1.6.1 - The dividend policy approved by the General Shareholders' Meeting is posted on the company website.
1.6.2 - The dividend distribution policy comprises the minimum information to ensure that the shareholders can have an opinion on the procedure and principles of dividend distributions in the future.
1.6.3 - The reasons for retaining earnings, and their allocations, are stated in the relevant agenda form.
1.6.4 - The board reviewed whether the dividend policy balances the benefits of the shareholders and those of the company.

1.7. TRANSFER OF SHARES

1.7.1 - There are no restrictions preventing shares from being transferred.

2.1. CORPORATE WEBSITE

2.1.1 - The company website includes all elements listed in Corporate Governance Principle 2.1.1.
2.1.2 - The shareholding structure (names, privileges, number and ratio of shares, and beneficial owners of more than 5% of the issued share capital) is updated on the website at least every 6 months.
2.1.4 - The company website is prepared in other selected foreign languages, in a way to present exactly the same information with the Turkish content.

2.2. ANNUAL REPORT

2.2.1 - The board of directors ensures that the annual report represents a true and complete view of the company's activities.
2.2.2 - The annual report includes all elements listed in Corporate Governance Principle 2.2.2.

Company Compliance Status
Yes	Partial	No	Exempted

3.1. CORPORATION'S POLICY ON STANDHOLDERS

3.1.1 - The rights of the stakeholders are protected pursuant to the relevant regulations, contracts and within the framework of bona fides principles.
3.1.3 - Policies or procedures addressing stakeholders' rights are published on the company's website.
3.1.4 - A who/whose programme is in place for reporting legal and ethical issues.
3.1.5 - The company addresses conflicts of interest among stakeholders in a balanced manner.

3.2. SUPPORTING THE PARTICIPATION OF THE STANDHOLDERS IN THE CORPORATION'S MANAGEMENT

3.2.1 - The Articles of Association, or the internal regulations (terms of reference/manuscripts), regulate the participation of employees in management.
3.2.2 - Survey/other research techniques, consultation, interviews, observation method etc. were conducted to obtain opinions from stakeholders on decisions that significantly affect them.

3.3. HUMAN RESOURCES POLICY

3.3.1 - The company has adopted an employment policy ensuring equal opportunities, and a succession plan for all key managerial positions.
3.3.2 - Recruitment criteria are documented.
3.3.3 - The company has a policy on human resources development, and organises trainings for employees.
3.3.4 - Meetings have been organised to inform employees on the financial status of the company, remuneration, career planning, education and health.
3.3.5 - Employees, or their representatives, were notified of decisions impacting them. The opinion of the related trade unions was also taken.
3.3.6 - Job descriptions and performance criteria have been prepared for all employees, announced to them and taken into account to determine employee remuneration.

Company Compliance Status				Explanation
Yes	Partial	No	Exempted






Company Compliance Status				Explanation
---	---	---	---	---
Yes	Partial	No	Exempted

62
63

CORPORATE GOVERNANCE PRACTICES

	Company Compliance Status	Explanation
Yes	Partial	No
3.3.7 - Measures (procedures, trainings, raising awareness, goals, monitoring, complaint mechanisms) have been taken to prevent discrimination, and to protect employees against any physical, mental, and emotional mistreatment.	X
3.3.9 - The company ensures freedom of association and supports the right for collective bargaining.		X
3.3.9 - A safe working environment for employees is maintained.	X
3.4. RELATIONS WITH CUSTOMERS AND SUPPLIERS
3.4.1-The company measured its customer satisfaction, and operated to ensure full customer satisfaction.
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.	X
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.	X

CORPORATE GOVERNANCE PRACTICES

	Company Compliance Status	Explanation
Yes	Partial	No
4.2.2 - Duties and authorities of the members of the board of directors are disclosed in the annual report.		X
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.
4.2.7-The board of directors ensures that the Investor Relations department and the corporate governance committee work effectively. The board works closely with them when communicating and settling disputes with shareholders.	X
4.2.8 - The company has subscribed to a Directors and Officers liability insurance covering more than 25% of the capital.		X
4.3. STRUCTURE OF THE BOARD OF DIRECTORS
4.3.9 - The board of directors has approved the policy on its own composition, setting a nominal target of 20% for female directors. The board annually evaluates its composition and nominates directors so as to be compliant with the policy.		X
4.3.10 - At least one member of the audit committee has 5 years of experience in audit/accounting and finance.	X
4.4. BOARD MEETING PROCEDURES
4.4.1-Each board member attend the majority of the board meetings in person or via an electronic board meeting system.	X
4.4.2 - The board has formally approved a minimum time by which information and documents relevant to the agenda items should be supplied to all board members.		X
4.4.3 - The opinions of board members that could not attend the meeting, but did submit their opinion in written format, were presented to other members.
4.4.4 - Each member of the board has one vote.	X

64
65

CORPORATE GOVERNANCE PRACTICES

	Company Compliance Status			Explanation
	Corporate	No Company	Not Applicable
4.4.5 - The board has a charter/written internal rules defining the meeting procedures of the board.		X		Although the Board of Directors meetings are held under certain rules, these rules are not documented in writing.
4.4.6 - Board minutes document that all items on the agenda are discussed, and board resolutions include director's dissenting opinions if any.	X
4.4.7 There are limits to external commitments of board members. Shareholders are informed of board members' external commitments at the General Shareholders' Meeting.		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.
4.5. BOARD COMMITTEES
4.5.5 - Board members serve in only one of the Board's committees.		X		Since the board of directors of our company consists of 5 people, the same members take charge in different committees.
4.5.6 - Committees have invited persons to the meetings as deemed necessary to obtain their views.	X
4.5.7 - If external consultancy services are used, the independence of the provider is stated in the annual report.			X
4.5.8 - Minutes of all committee meetings are kept and reported to board members.	X
4.6. FINANCIAL RIGHTS
4.6.1 The board of directors has conducted a board performance evaluation to review whether it has discharged all its responsibilities effectively.		X		Board of directors performance evaluation was not carried out.
4.6.4 The company did not extend any loans to its board directors or executives, nor extended their lending period or enhanced the amount of those loans, or improve conditions thereon, and did not extend loans under a personal credit title by third parties or provided guarantees such as surety in favour of them.	X
4.6.5 - The individual remuneration of board members and executives is disclosed in the annual report.		X		In parallel with the general practice, wages are disclosed on a individual basis and are given in the breakdown of the Board of Directors and the Senior Executives

CORPORATE GOVERNANCE PRACTICES

SHAREHOLDERS

1.1. Facilitating the Exercise of Shareholders Rights

The number of investor meetings (conference, seminaries) I organized by the company during the year

1.2. Right to Obtain and Examine Information

The number of special audit request(s)

The number of special audit requests that were accepted at the General Shareholders' Meeting

1.3. General Assembly

Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)

Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time

The links to the PDP announcements associated with the transactions that are not approved by the majority of independent directors or by unanimous votes of present board members in the context of Principle 1.3.9

The links to the PDP announcements associated with related party transactions in the context of Article 6 of the Contrainique on Corporate Governance (II-17.1)

The links to the PDP announcements associated with common and continuous transactions in the context of Article 16 of the Contrainique on Corporate Governance (II-17.1)

The name of the section on the corporate website that demonstrates the donation policy of the company

The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved.

The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting

Identified stakeholder groups that participated in the General Shareholders' Meeting, if any

1.4. Voting Rights

Whether the shares of the company have differential voting rights

In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares

The percentage of ownership of the largest shareholder

	Exel (Yes)
	Group A and B privileged shares have a voting right ten times the voting right of Group C shares in terms of right of voting.

66
67

CORPORATE GOVERNANCE PRACTICES

1.3. Minority Rights

Whether the scope of minority rights emerged (in terms of content or the ratio) in the articles of the association.

If yes, specify the relevant provision of the articles of association.

1.5. Dividend Right

The name of the section on the corporate website that describes the dividend distribution policy.

Minutes of the relevant agenda item in case the board of directors proposed to the general assembly not to distribute dividends, the reason for such proposal and information as to use of the dividend.

PDF link to the related general shareholder meeting minutes in case the board of directors proposed to the general assembly not to distribute dividends.

Report (No)
-
-

Investor Relations-Profil Distribution Policy

Investor Relations
-
-

General Assembly Meetings

General Assembly	The number of information required to be covered by the corporate website that is conducted by the General Assembly.	Shareholder participation rate in the General Assembly meeting	Percentage of shares directly connected to the GSM	Percentage of shares represented by proxy	Specify the name of the page of the corporate website that contains the General Assembly's information. Meeting minutes, and the indicators for each resolution that rating events for or against.	Specify the name of the page of the corporate website that contains all questions or questions asked in the general assembly meeting and all resolutions.	The number of declarations to be covered by the General Assembly meeting	The number of declarations to be covered by the Board of Directors	The link to the related PDF gene of shareholder meeting notification
01/04/2022	3	% 82.7	% 0.2	% 82.8	Investor Relations-General Assembly 2021	Investor Relations-	187 https://www.kap.org.tr/tr/8k6nkw100875
---	---	---	---	---	---	---	---

CORPORATE GOVERNANCE PRACTICES

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.

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.

List of languages for which the website is available

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.

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.

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.

d) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on amendments in the legislation which may significantly affect the activities of the corporation.

e) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on significant lawsuits filed against the corporation and the possible results thereof.

f) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the conflicts of interest of the corporation among the institutions that it purchases services on matters such as investment consulting and rating and the measures taken by the corporation to enter to avoid their these conflicts of interest.

g) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the costs ownership subsidiaries that the direct contribution to the capital exceeds 5%.

h) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on social rights and professional training of the employees and activities of corporate social responsibility in respect of the corporate activities that arises social and environmental results.

Investor Relations
There is no real person shareholder of more than 5%.
Turkish- English
Corporate Governance Practices-Board of Directors Meetings held within the period
Administrative Activities-Consolidated Financial Statements-Litigation Provisions
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
There is no cross shareholding relationship in our Company's capital.
Human Resources and Development-Administrative Activities-Rights and Interests Provided to the Personnel and Employees-Information on donations made in the period

CORPORATE GOVERNANCE PRACTICES

3. STAKEHOLDERS

3.1. Corporation's Policy on Stakeholders

The name of the section on the corporate website that demonstrates the employee remedy or severance policy

The number of definitive convictions the company was subject to in relation to breach of employee rights

The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)

The contact detail of the company alert mechanism

3.2. Supporting the Participation of the Stakeholders in the Corporation's Management

Name of the section on the corporate website that demonstrates the internal regulation addressing the participation of employees on management bodies

Corporate bodies where employees are actually represented

3.3. Human Resources Policy

The role of the board on developing and ensuring that the company has a succession plan for the key management positions

The name of the section on the corporate website that demonstrates the human resource policy covering equal opportunities and hiring principles. Also provide a summary of relevant parts of the human resource policy.

Whether the company provides an employee stock ownership programme

The name of the section on the corporate website that demonstrates the human resource policy covering discrimination and mistreatments and the measures to prevent them. Also provide a summary of relevant parts of the human resource policy.

The number of definitive convictions the company is subject to in relation to health and safety measures

3.5. Ethical Rules and Social Responsibility

The name of the section on the corporate website that demonstrates the code of ethics

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.

Any measures combating any kind of corruption including embezzlement and bribery

4. BOARD OF DIRECTORS

4.2. Activity of the Board of Directors

Date of the last board evaluation conducted

Whether the board evaluation was externally facilitated

Whether all board members released from their duties at the GSM

Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties

Number of reports presented by internal auditors to the audit committee or any relevant committee to the board

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

Name of the Chairman

Name of the CEO

If the CEO and Chair functions are combined, provide the link to the relevant PDP announcement providing the 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

Investor Relations-Policies-Ethical Principles Procedure
Get to Know Us Our - Understanding of Sustainability - Sustainability Reports
Our company meticulously avoids unethical behaviors such as bribery, corruption and misconduct. The "Ethical Principles" procedure of our company was shared with all of our employees via intranet and mechanisms were established to ensure compliance with related issues.

CORPORATE GOVERNANCE PRACTICES

4. BOARD OF DIRECTORS

4.2. Activity of the Board of Directors

Date of the last board evaluation conducted

Whether the board evaluation was externally facilitated

Whether all board members released from their duties at the GSM

Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties

Number of reports presented by internal auditors to the audit committee or any relevant committee to the board

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

Name of the Chairman

Name of the CEO

If the CEO and Chair functions are combined, provide the link to the relevant PDP announcement providing the rationale for such combined roles

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

Investor Relations-Policies-Ethical Principles Procedure
Get to Know Us Our - Understanding of Sustainability - Sustainability Reports
Our company meticulously avoids unethical behaviors such as bribery, corruption and misconduct. The "Ethical Principles" procedure of our company was shared with all of our employees via intranet and mechanisms were established to ensure compliance with related issues.

70
71

CORPORATE GOVERNANCE PRACTICES

Composition of Board of Directors

Name, Location or Board Member	Whether Executive Director Or Not	Whether Independent Director Or Not	The First Election Item To Board	Link To POP Notification That Includes The Independency Declaration	Whether the Independent Director Considered By The Nomination Committee	Whether Electric or the Director Who Covered or Activity The Independence of Not	Whether The Director Has At Least 6 Years' Experience On Audit, Accounting And On Finance Or Not
Philpa Daniel Haas	Iorada (present Executive)	Baghmad (Iorada)	14/07/2008		Iqsa (Not applicable)	Iqsa (Not applicable)	Evet (Yes)
Mesut Çetin	Iorada (present Executive)	Baghmad (Iorada)	14/03/2008		Iqsa (Not applicable)	Iqsa (Not applicable)	Evet (Yes)
Egraf Güneş Uluç	Iorada (present Deǧil (Nom. executive))	Baghmad (Iorada)	01/09/2018	https://www.kap.org.tr/tr/Bildirim/1008750	Deǧerlendirild (Considered)	Hayır (No)	Evet (Yes)
Sangül Soytaş	Iorada (present Deǧil (Nom. executive))	Baghmad (Iorada)	01/04/2021	https://www.kap.org.tr/tr/Bildirim/1008750	Deǧerlendirild (Considered)	Hayır (No)	Evet (Yes)
Sangül Soytaş	Iorada (present Deǧil (Nom. executive))	Baghmad (Iorada)	22/05/2013		Iqsa (Not applicable)	Iqsa (Not applicable)	Evet (Yes)

CORPORATE GOVERNANCE PRACTICES

4. BOARD OF DIRECTORS-6

4.4. Meeting Procedures of the Board of Directors

Number of physical or electronic board meetings in the reporting period

Director average attendance rate at board meetings

Whether the board uses an electronic portal to support its work or not

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

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

Link(s) to the POP announcement(s) with the board committee charters

56	% 100
Evet (Yes)	-
None	-

Administrative Activities-Committees and Working Principles

https://www.kap.org.tr/tr/Bildirim/688595

Composition of Board Committees-1

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)		Egraf Güneş Uluç	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)		Sangül Soytaş	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)		Egraf Güneş Uluç	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)		Sangül 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)		Egraf Güneş Uluç	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)		Sangül 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

4. BOARD OF DIRECTORS-III

4.5. Board Committees-II

Specify where the activities of the audit committee are presented in your annual report or website (Page number or section name in the annual report/website)

Specify where the activities of the corporate governance committee are presented in your annual report or website (Page number or section name in the annual report/website)

Specify where the activities of the nomination committee are presented in your annual report or website (Page number or section name in the annual report/website)

Specify where the activities of the early detection of risk committee are presented in your annual report or website (Page number or section name in the annual report/website)

Specify where the activities of the study of the reexamination committee are presented in your annual report or website (Page number or section name in the annual report/website)

4.6. Financial Rights

Specify where the operational and financial targets and their achievement are presented in your annual report (Page number or section name in the annual report)

Specify the section of website where remuneration policy for executive and non-executive directors are presented.

Specify where the individual remuneration for board members and senior executives are presented in your annual report (Page number or section name in the annual report)

4.7. Financial Statements

Committee	Name of committee	The Percentage Of Committees	The Number Of Directors
Administrative Activities-Committees and Working Principles	Robert D. Oster	100%	100%
Administrative Activities-Committees and Working Principles	Robert D. Oster	100%	100%
-	Robert D. Oster	100%	100%
Administrative Activities-Committees and Working Principles	Robert D. Oster	100%	100%

4.8. Financial Rights

Specify where the operational and financial targets and their achievement are presented in your annual report (Page number or section name in the annual report)

Specify the section of website where remuneration policy for executive and non-executive directors are presented.

Specify where the individual remuneration for board members and senior executives are presented in your annual report (Page number or section name in the annual report)

4.9. Financial Statements

Committee	Name of committee	The Percentage Of Committees	The Number Of Directors
Executive Officers	Robert D. Oster	100%	100%

4.10. Other Committees

Committee	Name of committee	The Percentage of Committees	The Number Of Directors
Executive Directors	Robert D. Oster	100%	100%

4.11. Other Committees

Committee	Name of committee	The Percentage of Committees	The Number Of Directors
Executive Directors	Robert D. Oster	100%	100%

4.12. Other Statements

Committee	Name of committee	The Percentage of Committees	The Number Of Directors

74
75

CORPORATE GOVERNANCE PRACTICES

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 environment, not harming 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 Sustainability Principles" introduced by the Corporate Governance Communiqué of the Capital Markets Board and whose implementation is based on a voluntary basis; by following the developments related to sustainability in Türkiye and in the world, to carry out studies determining the policies and procedures within the Company and to present their opinions and suggestions, to review the sustainability management, policies and procedures 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 Governance Committee in order to ensure and contribute to the development of standards, and the "2021 Sustainability Report" was published within the framework of related studies.

Sustainability Subcommittee

Mesut Çetin
Diağan Varinloğlu
Emre Günaydin
Gülseren Mahmutuğlu
Gülcan Gümüş
Aytaç Aysuna Erden
Rola Yıldız
Sibel Kayaoğlu
Fatma Yanbasan Turp
Saniye Yarar
Gökhan Kaba
Murat Aksoy
Serkan Varlık-Mert Uz
İrfan Çinkaya
Suat Cingiler

Chairman (Member of the Board of Directors/CFO)
Vice Chairman (Deputy General Manager of Türkiye and International Markets)
Member (Treasury & Investor Relations)
Member (Manpower & Corporate Communication)
Member (Stressury & Investor Relations)
Member (Legal)
Member (Human Resources and Development)
Member (Ideal)
Member (Ithaca)
Member (Iowa)
Member (Iowa)
Member (Iowa)
Member (Iowa)
Member (Iowa)
(1)

SUSTAINABILITY PRINCIPLES COMPLIANCE REPORT

		COMPLIANCE REPORT			REPORT - LINK REGARDING THE PUBLICLY DISCLOSED INFORMATION
		YES	NO	PARTIAL
A. General Principles
B. Strategy, Policy and Goals
A1.1	The political environment, social and corporate governance (ENG) issues, risks and opportunities have been determined by the Board of Directors.	X			https://www.deva.com.tr/en/policy
	The ENG policies (e.g. Environmental Policy, Energy Policy, Human Rights and Labour Rights Policy) have been set out by the Board of Directors and disclosed to public.	X			https://www.deva.com.tr/en/policy
A1.2	The short-term and long-term ENG goals have been disclosed to public.		X		https://www.deva.com.tr/ngloads/pdf_Slov/TVrSvYRhK2KMehK1eQf2.pdf
A2.1	The commitment and/or benefit responsible for the supervision of ENG policies and the action directed to concern the ENG issues have been disclosed to public including their duties.	X			https://www.deva.com.tr/en/committees
	The activities started out within the scope of the policies by the responsible committee and/or department have been reported to the Board of Directors at least once a year.	X
A2.2	The action plan in accordance with the ENG goals have been formed and disclosed to public.		X
A2.3	The key performance indicators (KPI) regarding the ENG and the achievement rates per years have been disclosed to public.		X		https://www.deva.com.tr/ngloads/pdf_Slov/TVrSvYRhK2KMehK1eQf2.pdf
A2.4	The improvement activities for sustainability performance regarding business processes or product and services have been disclosed to public.		X
A3. Reporting
A3.1	Information regarding the sustainability performance, targets and actions of the partnership is given in an understandable, accurate and sufficient manner in the annual reports.	X			Annual Report, Sustainability Principles Compliance Report
A3.2	The information on the activities implemented in line with the United Nations (UN) 2010 Sustainable.		X

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SUSTAINABILITY PRINCIPLES COMPLIANCE REPORT

		COMPLIANCE STATUS			EXPLANATION	REPORT / LINK REGARDING THE PUBLICLY DISCLOSED INFORMATION
		YES	NO	PARTIAL
A3.1	Development Goals have been disclosed to public.
A3.2	The lawsuits which have been filed and/or concluded against the Company regarding the ESG issues that are important in terms of ESG policies and/or will significantly affect business activities, have been disclosed to public.				X	There is no lawsuits in this matter.
A4.1	44 Verification
A4.2	The KPI assessments of the ESG partnership have been verified by an independent third parties and disclosed to public.			X		https://www.desa.com.tr/uploads/pdf_Sice/75/49/TRIK2KMaQCaQZ.pdf
B1	B1.1
B1	The company has disclosed its policies and practices on environmental management: action plans, environmental management systems (known as ISO 14001 standard) and programmes.					https://www.desa.com.tr/en/policy
B2	B2
B2	The scope, period, date and the constraints of conditions of the environmental reporting regarding environmental management have been disclosed to public.			X		https://www.desa.com.tr/uploads/pdf_Sice/75/49/TRIK2KMaQCaQZ.pdf
B3	B3
B4	Environmental targets included in the monitoring criteria within the scope of performance incentive systems on the basis of beneficiaries (such as members of the Board of Directors, managers and employees) have been disclosed to the public.					No incentives were offered for the management for environmental issues.
B5	B5
B5	The integration of the environmental difficulties, which are preferably determined, with the business goals and strategy have been disclosed to public.			X		https://www.desa.com.tr/uploads/pdf_Sice/75/49/TRIK2KMaQCaQZ.pdf
B7	B7

SUSTAINABILITY PRINCIPLES COMPLIANCE REPORT

		COMPLIANCE STATUS			EXPLANATION	REPORT / LINK REGARDING THE PUBLICLY DISCLOSED INFORMATION
		YES	NO	PARTIAL
	model and strategy have been disclosed to public.
B8	The cooperation with the new governmental organizations and the environmental institutions and taking on unit a part of the policy-making processes with these institutions have been disclosed to public.		X
B9	The environmental figures (Greenhouse gas maintenance (Scope-1 (Direct), Scope-2 (Energy indirect), Scope-3 (Other indirect), air quality, energy management, water and waste water management, waste management, biodiversity impacts) and the environmental impacts have been disclosed to public with periodic comparison.	X				https://www.desa.com.tr/uploads/pdf_Sice/75/49/TRIK2KMaQCaQZ.pdf
B10	The standard, protocol, methodology and the base year details for collection and calculation of the data have been disclosed to public.	X				https://www.desa.com.tr/uploads/pdf_Sice/75/49/TRIK2KMaQCaQZ.pdf
B11	The comparable increases or decreases rates with the previous years have been disclosed to public in the current period's report.	X				https://www.desa.com.tr/uploads/pdf_Sice/75/49/TRIK2KMaQCaQZ.pdf
B12	The short-term and long-term targets are mentioned to decrease the environmental impacts; the called targets and the progress states in comparison to the previous years' targets have been disclosed to public.			X
B13	The strategy to fight against climate crises is set out and the action plan has been disclosed to public.	X				https://www.desa.com.tr/uploads/pdf_Sice/75/49/TRIK2KMaQCaQZ.pdf
B14	The programmes or procedures to prevent or to decrease in the minimum levels of the negative environmental effects of the products and/or services have been disclosed to public.	X				https://www.desa.com.tr/uploads/pdf_Sice/75/49/TRIK2KMaQCaQZ.pdf
	Actiones have taken to make the third parties (e.g. supplier, subcontractor, dealer, etc.) decrease their procedures; gas emissions figures have been disclosed to public.		X		We do not have any work regarding to this subject.
B15	The environmental benefits/gatings and cost savings provided by this			X		https://www.desa.com.tr/uploads/pdf_Sice/75/49/TRIK2KMaQCaQZ.pdf

78
79

SUSTAINABILITY PRINCIPLES COMPLIANCE REPORT

		COMPLIANCE STATUS			REPORT / LP/6: REGARDING THE PUBLICLY DISCLOSSED INFORMATION
		YES	NO	PARTIAL
	inclusive/project-to-increase the environmental impacts have been disclosed to public.
R04	Energy consumption (natural gas, diesel, gas, LPG, coal, electricity, heating, cooling, etc.) figures as the pay-1 and by-day's have been disclosed to public.	X			https://www.deva.com.tr/uploads/pdf_Elec/TVs04/TRIK2E04aQC04QZ.pdf
R07	The information about the produced electricity, heat, steam and cooling during the reporting period have been disclosed to public.		X
R08	Actions have been taken in order to increase renewable energy consumption, transit to zero or low carbon electricity and have been disclosed to public.		X
R09	The renewable energy production and consumption figures have been disclosed to public.		X
R09	Energy productivity projects have been carried out and the decrease rates on energy consumption and emission based on the project have been disclosed to public.		X
R21	Water consumption, underground or electric ground shares water, recycled or discharged water figures, sources and procedures have been disclosed to public.			X	https://www.deva.com.tr/uploads/pdf_Elec/TVs04/TRIK2E04aQC04QZ.pdf
R22	If has been disclosed to public whether the emissions or activities were included to any carbon pricing system (Exposure Testing System, Cap & Trade or Carbon Tax) or not		X
R23	The information on accumulated or purchased carbon credit during the reporting period has been disclosed to public.		X
R24	The details have been disclosed to public if a carbon pricing mechanism at the company is applied for the partnership.		X
R25	The platforms, which the environmental figures of the company are announced, have been disclosed to public.	X			www.deva.com.tr

SUSTAINABILITY PRINCIPLES COMPLIANCE REPORT

		COMPLIANCE STATUS			EXPLANATION	REPORT / LP/6: REGARDING THE PUBLICLY DISCLOSSED INFORMATION
		YES	NO	PARTIAL
1. Social Principles
C1. Human Rights and Labor Rights
C1.1	The Congress, Human Rights and Labour Rights Policy, has been set out and the responsible directors for execution of the policy are assigned to alignment with the scope of the United Nations Universal Declaration of Human Rights, the International Labour Organization principles and other related routine which Turkey have been approved (1 and disclosed to public.	X			Immunability Policy - Ethical Principles Procedure	https://www.deva.com.tr/en/policy
C1.2	The labour rights policy covers the fair workforce, improving work conditions, women's employment and inclusion (an discrimination on gender, race, religion, language, marital status, ethnicity, sexual orientation, gender identity, family responsibilities, trade status activities, political view, disability, social and cultural differences, etc.) considering the supply and value chain impacts.	X			Ethical Principles Procedure	https://www.deva.com.tr/en/policy
C1.3	The measures taken throughout the value chain to watch over the susceptible segments to certain economic, environmental, social factors (e.g. low income group, women, etc.) or minority rights opportunity equality.			X
C1.4	The prevention and improved practices on discrimination, inequality, human rights isolation, forced labour, and child labour have been disclosed to public.	X			Ethical Principles Procedure	https://www.deva.com.tr/en/policy
C1.5	The labour rights policy covers investment in employees financing, improvement policies, remuneration, sale rights, right to estimates, work/life balance and skill management duties.	X			Ethical Principles Procedure	https://www.deva.com.tr/en/policy
	The mechanism regarding the employee complaints and the dispute resolution process, is determined.	X
C1.6	The reported employee satisfaction activities in the period have been disclosed to public.		X
	Occupational Health and Safety Policy has been set out and disclosed to public.	X				https://www.deva.com.tr/en/health-safety-and-environmental-policy
C1.6	The measures taken to prevent the work accidents, health protection and accident statistics have been disclosed to public.	X				https://www.deva.com.tr/uploads/pdf_Elec/TVs04/TRIK2E04aQC04QZ.pdf
C1.7	Prosection of the personal data and information security policy has been disclosed to public.	X				https://www.deva.com.tr/telefon
C1.8		X				https://www.deva.com.tr/en/policy

SUSTAINABILITY PRINCIPLES COMPLIANCE REPORT

		COMPLIANCE STATUS			REPORT: LINK REGARDING THE PUBLICLY DISCLOSSED INFORMATION
		YES	NO	PARTIAL
C1.9	Code of Ethics has been set out and disclosed to public.
C1.10	The informative meetings and training programmes on ENG practices organized for the employees have been organized.	X
	C2. Stakeholders, International Standards and Initiatives
C2.1	Customer satisfaction policy covering the management and solution of the customer complaints has been set out and disclosed to public.			X
C2.2	The information on communication with the stakeholders (whom, topic or frequency) has been disclosed to public.	X			https://www.dena.com.tr/uploads/pdf_files/5YnN5TRK28DAQCoQZ.pdf
C2.3	The international reporting standards (e.g., how) have been disclosed to public.	X			https://www.dena.com.tr/uploads/pdf_files/5YnN5TRK28DAQCoQZ.pdf
C2.4	The adopted principles, being a repository or a member of an international institution, committee on sustainability have been disclosed to public.	X			https://www.dena.com.tr/uploads/pdf_files/5YnN5TRK28DAQCoQZ.pdf
C2.5	Improvement activities have been reduced to be included from finished formandability. Index and/or international index providers' sustainability indices.			X
	B: Corporate Governance Principles
D1	It has been consulted with the stakeholders regarding the determination of the sustainability measures and strategy.	X
D2	CMI projects, awareness activities and training programmes have been realized to increase the awareness of on sustainability.	X

INFORMATION FOR THE SHAREHOLDERS

Contact Details

Address : Halkali-Merkez Mah. Basin Ekspres Cad. No.1 Küçükçekmece-İstanbul, Türkiye
Phone : +90 212-692 92 92
Fax : +90 212-697 02 08
Website : www.deva.com.tr
E-Mail address : [email protected]

Trade Registry Information of the Company

Trade Register : Istanbul Commerce Registry Office
Register No. : 70061

Independent Auditor

DELOITTE TOUCHE TOHMATSU LIMITED
Drt B@imuz Denetim ve Serbest Muhaseberi Mali Müşavirlik A.Ş.
Phone : +90 212 366 60 00
Fax : +90 212 366 60 10

Tax Attestation

PwC YMM A.Ş.
Phone : +90 212 326 60 60
Fax : +90 212 326 60 50

2022 Performance of DEVA Holding Shares

The issued capital of DEVA Holding is 200,019,287,78 TL. The capital of the company is divided into 20,001,928,778 shares, each with a value of 1 kurus.

In 01.01.2022 - 31.12.2022 period, 1 lot of shares of DEVA Holding traded at Borsa Istanbul (BIST) was traded at TRY 26.00 as the lowest value and at TRY 69.90 as the highest value and closed the year at TRY 69.20.

The graph showing the performance of DEVA Holding shares in 2022 by closing prices is presented below:

PROFIT DISTRIBUTION TABLE

DEVA HOLDING A.Ş.
2022 Profit Distribution Table (TL)
1	Issued Capital	200,019,287,78
2	General Legal Reserve (based on legal records)	40,003,897,56
If privilege exists in profit distribution in accordance with the Articles of Association, information on such privilege		95% of the profit amounts to the determined in accordance with the fact increase of Association is distributed to privileged shareholders of A group.
		Based on CMB	Based on Legal Records (LR)
3	Profit for the Period	1,299,551,031,00	1,345,205,321,45
4	Taxes (-)	60,673,190,00	3,499,104,97
5	Net Profit for the Period	1,368,224,221,00	1,341,786,226,46
6	Losses from the Previous Periods (-)	0	0
7	General Legal Reserve (-)	0	0
8	Net Distributable Profit/Loss for the Period	1,368,224,221,00	1,341,786,226,46
9	Dedatives made within the year (-)	1,824,606,21
10	Net Distributable Profit for the Period with Dedatives added	1,362,048,827,21
11	First Profit to Shareholders -Cash -With-At charge -Total	10,000,964,39
10,000,964,39
12	Profit distributed to Privileged Shareholders	134,022,306,37
13	Other Profit Distributed -To the Members of the Board of Directors -To the Employees -To persons other than Shareholders	64,977,551,55
14	Profit distributed to Dividend Shareholders	0
15	Second Profit to Shareholders	20,001,928,78
16	General Legal Reserve	21,980,178,67
17	Statutory Reserves	0
18	Special Reserves	0
19	Extraordinary Reserves	1,108,441,291,24
20	Other Resources Foreseen to be Distributed -Previous Years Profit -Extraordinary Reserves -Other Distributed in accordance with Law and Articles of Association

TABLE OF PROFIT RATES

DETAILS OF PROFIT PER SHARE

	GROUP	TOTAL PROFIT DISTRIBUTED		TOTAL PROFIT DISTRIBUTED/NET DISTRIBUTABLE PROFIT FOR THE PERIOD	PROFIT CORRESPONDING TO SHARE WITH NOMINAL VALUE OF TL 1
		Cash (TL)	Fees (TL)	Rate (%)	Amount (TL)	Rate (%)
NET	A (*)	121,340,075,73	0	8,92	24,268,015,15	2426801515
	B	0,00675	0	0,00	0,135	13,50
	C	27,002,603,85	0	1,99	0,135	13,50
	TOTAL	148,342,679,59	0

(*) Although the "Profit Share Rates" table requires that the cash dividend to be paid in the share with a nominal value of 1 TL be shown, the A group, the amount and rate corresponding to the 1 kurus preferred share are shown in the relevant part of the table, since the nominal value of the privileged shares belonging to our company is 1 kurus.

INDEPENDENT AUDITOR'S REPORT

Deloitte.

DST Subjects: Deloitte on
Terrace Discountions
New Wayamie 4-2
Mango City Place
The Elizabeth Capone
Mansel Markets, 1611
Mansel, Japan 34308
Telefon: 13036
Tel: +96-2112-364-0300
Fax: +96-2112-364-0328
www.dstoite.com
044-52-96/2017070707015
TICK OUT NO.: 204909

(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 fall set consolidated financial statements of Deva Holding A.Ş. ("the Company") and its subsidiaries ("the Group") for the period between 01/01/2022-31/12/2022, 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 fall 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 Fall Set Consolidated Financial Statements

We have presented unqualified opinion for the Group's fall set consolidated financial statements for the period between 01/01/2022-31/12/2022 in our Auditor's Report dated 18 March 2023.

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 ("TEC") and "Commercialization of 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,

INDEPENDENT AUDITOR'S REPORT

Deloitte.

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, completely, directly and fairly. In this report, the consolidated financial position is assumed in accordance with the consolidated financial statements. The Group's development and risks that the Group may probably face are also pointed out in this report. The Board of Director's evaluation on these 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 including financial benefits such as salaries, bonuses and premiums, allowances, travelling, accommodations and representation expenses, or cash and kind facilities, treatments and other 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) Responsibilities of the Independent Auditor on the Independent Audit of the Annual Report

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 provisions 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. These standards require that we comply with ethical requirements and plan and perform his 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 fall 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 Şentink.

DST BAĞINISIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş.
Member of DELOITTE TOUCHIR TOHMATSU LIMITED

Zere Gaye Şentink
Partner

İstanbul, 18 March 2023

DEVA HOLDING A.S. Halkali Merkez Mah. Basin Ekspres Cad. No: 1 34303 Kucukcekmece - ISTANBUL / TÜRKİYE Phone: +90 212 692 92 92 • [email protected]

DEVA

www.deva.com.tr/en

DEVA Holding

DEVA HOLDING

AI assistant

DEVA HOLDİNG A.Ş. — Annual Report 2022

8687_rns_2023-03-10_5466ce02-e9fc-4af5-91b6-954bc9853bf5.pdf

CONTENTS

DEVA HOLDING IN BRIEF

FINANCIAL INDICATORS

CAPITAL AND SHAREHOLDING STRUCTURE

MESSAGE FROM THE CEO

Board of Directors and Senior Executives

BOARD OF DIRECTORS AND SENIOR EXECUTIVES

Philipp Haas

Mesut Çetin

BOARD OF DIRECTORS AND SENIOR EXECUTIVES

Eşref Güneş Ufuk

Ayşecik Haas

Sengül Soytaş

Changes in Memberships of the Board of Directors within the year

Senior Executives

Ifan Çınkaya - Biotechnology Director

SHAREHOLDING STRUCTURE AND SUBSIDIARIES

INFORMATION ON PREFERRED SHARES

MISSION, VISION AND MAIN PRINCIPLES

Our Mission

Our Vision

Our Values

NOTES FROM THE PHARMACEUTICAL INDUSTRY

NOTES FROM THE PHARMACEUTICAL INDUSTRY

DEVA IN 2022

DEVA IN 2022

DEVA IN 2022

DEVA IN 2022

INTERNATIONAL MARKETS

GMP Inspections

Export of Medicinal Products for Human Use and Raw Materials

DEVA IN 2022

Promotional Activities in the International Arena

International Business Development Projects

Congresses and Exhibitions Participated in International Markets:

HUMAN RESOURCES AND DEVELOPMENT

MANUFACTURING FACILITIES

DEVA HOLDING CERKEZKÖY-I MANUFACTURING FACILITIES

Liquids/Semi-Solids and Solids Manufacturing Unit

MANUFACTURING FACILITIES

MANUFACTURING FACILITIES

Penicillin Manufacturing Unit (Beta-lactam II)

Cephalosporin Manufacturing Unit (Beta-lactam I)

Hormone Products Manufacturing Unit

MANUFACTURING FACILITIES

Inhaled Products Manufacturing Unit

Sterile Liquid Ampoules, Vials and Soft Gel Capsules Manufacturing Unit

MANUFACTURING FACILITIES

DEVA HOLDING CERKEZKÖY-II MANUFACTURING FACILITIES

Solid Oncology Manufacturing Unit

MANUFACTURING FACILITIES

MANUFACTURING FACILITIES

Sterile Liquid Oncology Manufacturing Unit

MANUFACTURING FACILITIES

Non-Sterile (Solid) Animal Health Products Manufacturing Unit

MANUFACTURING FACILITIES

API (Active Pharmaceutical Ingredient) Manufacturing Units

MANUFACTURING FACILITIES

DEVA HOLDING KARTEPE MANUFACTURING FACILITIES

Manufacture of Sterile Liquid Drugs

MANUFACTURING FACILITIES

Manufacture of Sterile Ampoules for Injection

MANUFACTURING FACILITIES

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

Manufacture of Vials (Units)

Manufacture of BFS-SVP

Manufacture on BFS - SVP Lines (Units)

Manufacture of Sterile PE Bottles

MANUFACTURING FACILITIES

Manufacture of Empty Medical Ampoules

Manufacture of Empty Medical Ampoules (Units)

Manufacture of Cologne

Manufacture of Colognes (Units)

PRODUCTION INDICATORS

DEVA TÜRKİYE REGULATORY AFFAIRS & MARKET ACCESS

DEVARGE

VETAS

DEVA HOLDİNG A.Ş. Annual Report 2022