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DEVA HOLDİNG A.Ş. Annual Report 2025

Mar 9, 2026

8687_rns_2026-03-09_8afd0154-4085-4d74-b3d7-34680056483e.pdf

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DEVA HOLDING A.S.
ANNUAL REPORT 2025


DEVA

"adding health to life..."

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CONTENTS

DEVA Holding in Brief 05
Financial Indicators 06
Message from the CEO 07
Board of Directors and Senior Executives 8-11
Organizational Chart 12-13
Shareholding Structure and Subsidiaries 14
Mission, Vision and Main Principles 15
Notes from the Pharmaceutical Industry 16-17
DEVA in 2025 18-23
Human Resources and Development 24-25
Manufacturing Facilities 26-38
DEVA Türkiye Regulatory Affairs & Market Access 39
DEVARGE 40
Vetaş 42
Administrative Activities 43-46
Investments 47
DEVA Subsidiaries and Related Companies 48-50
Result for the Period 52
Statement 53
Corporate Governance Practices 54-73
Sustainability Principles Compliance Report 74-79
Information for the Shareholders 80
Profit Distribution Table 81
Independent Auditor's Report 82-83

DEVA HOLDING IN BRIEF

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Founded in 1958, DEVA Holding is one of Türkiye's well-established pharmaceutical manufacturers. Its core business includes the production and marketing of human pharmaceuticals and raw materials, while also manufacturing veterinary medicines, eau de cologne, and medical ampoules. DEVA Holding, which had its majority shares acquired by Eastpharma Ltd. in 2006, is pacing rapidly toward its goal of being the first choice by offering innovative and unique products with a high-quality experience by creating strong 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 a difference by expanding its product diversity every year. Currently, its product portfolio contains more than 675 products in 15 therapeutic areas, ranging from oncology to cardiology, respiratory system and ophthalmology, as well as medical devices.

With expanding regional operations and export activities, DEVA Holding holds 1,863 marketing authorizations in 86 countries, including the United States, Switzerland, and Germany.

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

DEVA Holding develops high-quality and innovative products with its award-winning R&D center, DEVARGE, strong staff of 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 Çerkezköy and Karteşe, DEVA Holding holds an annual output capacity of 620 million units of medicines. While producing for public health, DEVA Holding also adopts the understanding of sustainability for the effective and efficient use of resources, and considers environmental sensitivities in its activities. DEVA Holding manages human rights, occupational health and safety, energy efficiency and waste with great care, and continues its activities with the awareness of leaving a more livable world to future generations with its employees who possess 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) 31.12.2025 31.12.2024
Total assets 37,626,482,000 38,913,399,909
Total liabilities 11,306,560,211 11,673,319,541
Total equity 26,319,921,789 27,240,080,368
01.01.2025-31.12.2025 01.01.2024-31.12.2024
Sales revenue (net) 19,245,645,072 20,233,967,079
Real operating profit 758,145,319 3,664,635,413
Net profit/loss (806,988,481) 90,864,990
Basic ratios (%) 31.12.2025 31.12.2024
Current ratio 1.65 1.61
Liquidity ratio 1.11 0.99
Precision ratio 0.38 0.45
Liabilities/Assets total (Financial leverage rate) 0.30 0.30
Equity/diebt ratio 2.33 2.33
01.01.2025-31.12.2025 01.01.2024-31.12.2024
Gross profit margin 0.33 0.40
Net profit margin (sales profitability) (0.04) 0.00

Total Domestic Pharmaceutical Sales (Million Units)

2025 205.2
2024 200.2
2023 195.4

Total Exports (Million TRY)

2023 1,312.7
2022 2,359.4
2021 3,133.1

Total Domestic Pharmaceutical Sales (Million TRY)

2023 9,575.1
2024 11,209.8
2023 13,660.6

CAPITAL AND SHAREHOLDING STRUCTURE

The Company is
Registered Capital Cap TRY 500,000,000
Issued Capital TRY 200,019,288

DEVA HOLDING A.S. SHAREHOLDING STRUCTURE (31.12.2025)

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

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Dear Stakeholders,

The year 2025 was marked by a period in which the global economic landscape was reshaped, geopolitical risks increased, and financial markets experienced heightened volatility. Ongoing global uncertainties, cost pressures, and changes in the regulatory environment necessitated a more cautious and disciplined management approach within the pharmaceutical industry.

Despite this challenging environment, DEVA Holding maintained its stable position through its broad product portfolio and strong operational capabilities. According to IQVA data, in 2025 we ranked 3rd with a 4.5% market share by units and 7th with a 2.5% market share by value.

For 67 years, DEVA has been working to ensure access to healthcare for all. Guided by our responsibility to help build a healthy and sustainable future, we continue to strengthen our portfolio and expand our presence across therapeutic areas. In 2025, we further enhanced our product portfolio by adding 35 new products across 10 different therapeutic areas, increasing the diversity of our offering. With our reliable, effective, and affordable generic medicines, we continue to create value both in Türkiye and in international markets.

Our manufacturing facilities in Çerkeköy and Kartepe, with a total annual production capacity of 620 million units, once again successfully passed GMP inspections conducted by national and international health authorities during the year. All our facilities, which hold US FDA and EU GMP compliance approvals, we continue to manufacture in accordance with the highest quality standards. As of 2025, we reached 1,363 marketing authorizations across 86 countries. By strengthening our presence in regulated markets—particularly in European countries such as Germany and Switzerland, as well as in the United States—we further reinforced our international position.

At the core of our sustainable success lies the strategic importance we place on R&D. With our strong R&D infrastructure, state-of-the-art laboratories, and expert teams, we continue to develop products that meet the highest quality standards. We view our R&D investments not merely as a means of developing new products, but as a key driver of our long-term competitiveness.

We integrate our sustainability approach across all our processes, from production and supply chain management to human resources and social impact. Guided by the principles of efficient resource utilization, environmental responsibility, quality, and ethics, we adopt a management approach that considers not only today but also future generations.

In 2025, we took our sustainability approach a step further by publishing our first comprehensive sustainability report aligned with national regulatory frameworks. By presenting our environmental, social, and governance performance in a more measurable and comparable framework, we strengthened our corporate governance approach. We continue to treat sustainability as a strategic priority across all areas of our operations.

We are also strengthening our engagement with stakeholders by making our communication channels more accessible and better aligned with our corporate identity. Throughout 2025, we modernized our digital platforms to enhance our global brand visibility and expanded our international presence through new digital initiatives in additional markets. We regard digitalization as one of the fundamental drivers of sustainable value creation and global competitiveness.

Dear Stakeholders,

With our 67 years of experience, strong corporate structure, high production capacity, and growing global presence, we continue to move forward with determination in a rapidly changing world. Looking ahead, we will maintain our focus on operational efficiency and sustainable growth while continuing to contribute to global health and create lasting value for all our stakeholders.

With my deepest regards,

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Philipp Haas

Chairman of the Board of Directors & CEO


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Board of Directors and Senior Executives


BOARD OF DIRECTORS AND SENIOR EXECUTIVES

Philipp Haas

Philipp Haas, Chairman of the Board of Directors and CEO of DEVA Holding, completed his MBA with a specialization in Banking at the University of St. Gallen, Faculty of Economics, Law and Business Administration. He speaks German, English, French, Spanish, Portuguese, Italian and Turkish fluently. Having served as an investment consultant and executive since 1992, Philipp Haas has extensive experience in Eastern European markets, particularly in the Turkish market. He has taken part in numerous restructuring projects in Ukraine and Türkiye and, during the 1990s, served on the boards of directors on behalf of foreign corporate investors, including Rogan Brewery in Ukraine and Net Holding in Türkiye. With extensive experience in the pharmaceutical industry, Philipp Haas has served as a consultant to funds operating in the pharmaceutical sector in developing markets and directed their investments toward Eastern Europe. Among these firms is Slovakopharma, later renamed Zentiva. In addition to serving as Chairman of the Board of Directors of Eastpharma Ltd and DEVA Holding, Haas also serves as Chairman of the Board of Directors of Seba Ilaj, Sasyaj ve Ticaret A.Ş., New Life Yaşam Sigorta A.Ş. and Eastpharma Ilaj, Uretim Pajarlama Salı, ve Tic. A.Ş., and as a member of the Board of Directors of Eastpharma S.a.r.l. He also serves as a 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, Devatis B.V., Devatis LLC, and Devatis UK Ltd., and as a member of the Board of Directors and CEO of Devatis Inc.

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Chairman of the Board of Directors and CEO

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Member of the Board of Directors

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Member of the Board of Directors

Cüneyt Demirgüre

Cüneyt Demirgüre is an independent Member of the Board of Directors of DEVA Holding. After graduating from the Middle East Technical University (METU) with a degree in Electrical and Electronics Engineering, he completed his Master's degree in Business Administration at Boğaziçi University and earned his Ph.D. in Finance at the University of Alabama between 1990 and 1993. Demirgüre has held significant senior executive positions in financial institutions including Eczacbaşı Menkul Değerler, Demir Yatırım, Demirbank, İsviçre Portföy Yönetimi, and Unicredit Menkul Değerler. He is currently a Member of the Board of Directors at Bayraktar Gayrimenkul Geliştirme A.Ş. and Ege Endüstri Holding, and serves as a Senior Lecturer at Koç University.

Ayşecik Haas

Ayşecik Haas, a Non-Executive Member of the Board of Directors of DEVA Holding, completed her undergraduate degree in Electrical and Electronics Engineering at Eastern Mediterranean University after graduating from Ankara Yükseliç College in 1991. She then completed her master's degree in Economics at Tevas Tech University. She began her professional career in engineering-related positions at Arslan Şekilok and Bekut Eskörzivik in Türkiye. After completing her master's degree in Economics, she worked in the finance sector in New York. Upon her return, she worked as an investment specialist at Hattat Holding for a short period and served as the General Manager of NAR Group from 2008 to 2015. Ayşecik Haas currently serves as a Member of the Board of Directors of New Life Yaşam Sigorta A.Ş.

BOARD OF DIRECTORS AND SENIOR EXECUTIVES

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Member of the Board of Directors

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Member of the Board of Directors

Tuncay Cem Akkuş

Tuncay Cem Akkuş, a Non-Executive Member of the Board of Directors of DEVA Holding, completed his undergraduate studies in the Department of Electrical and Electronics Engineering at Eastern Mediterranean University. He began his professional career as a systems engineer at the General Directorate of PTT and shortly thereafter transitioned to the telecommunications sector. Throughout his career in the sector, he has held engineering and managerial positions and served as a consultant on infrastructure projects within the operations units of Siemens A.Ş., Sabanci Telekom, Global Iletişim, Turkcell Superonline and Millenicom. He currently serves as Data & Voice Network Director at Starnova Yazılım.

Prof. Dr. Mehmet Baş

Prof. Dr. Mehmet Baş, an Independent Member of the Board of Directors of DEVA Holding, is an academic specialized in marketing, brand management, and digital marketing. He completed his undergraduate, master's, and doctoral studies in the Department of Business Administration at Gazi University. He currently serves as a Professor in the Department of Business Administration at the Faculty of Economics and Administrative Sciences of Ankara Hacı Bayram Veli University, During his academic career, he has supervised numerous postgraduate theses and has published articles in national and international peer-reviewed journals on the field of engineering, digital marketing, consumer behavior, and sustainability, and has authored books and book chapters. In addition to his academic activities, he has held various administrative positions within his department, university, and the Council of Higher Education (YÖK). He has taken part as a researcher in various national and international projects, particularly European Union projects. He continues to provide training, consultancy, and academic contributions in both the public and private sectors.

Changes in Memberships of the Board of Directors within the year

The Members of the Board of Directors were elected at the Annual General Assembly Meeting held on 14 April 2025 to serve for a term of three years. Due to the passing of independent Member of the Board of Directors Ms. Sengül Soytaş, Prof. Dr. Mehmet Baş was appointed on 20 October 2025 to fill the vacant independent board membership for the remainder of the term.

Senior Executives

Philipp Daniel Haas - Chief Executive Officer (CEO)

Mesut Çetin - Chief Financial Officer (CFO)

Değan Verinboğlu - President of Türkiye and International Markets

Pelin Yurvasoğlu - Vice President of Türkiye Markets

Aljan Acinib - Finance Director

İrfan Çinkaya - Biotechnology Director

Aytaş Ayısına Erden - Legal Affairs Director

Cengiz Metin - Business Unit Director

Emine Seçli Yüksel - Communications Director

Eray Kurt - Facilities Director

Esan Bellur Atici - R&D and Clinical Development Director

Ozlıhan Kaba - Procurement Director

Gülcan Gümüş - Human Resources and Development Director

Hüseyin Budak - Information Technologies Director

Bırahim Levent Öztekin - Business Unit Director

Murat Akınci - Medical Business Unit Director

Murat Aksoy - Production Planning & Logistics Director

Murat Yatırım - Patent Director

Umut Oran - Facilities Director

Rafiye Adıyaman - Quality Operations Director

Sibel Yılmaz - Facilities Director

Semih Durmuş - Business Development and Global Projects Director

Şerihmur Taşkıran - Regulatory Affairs Director

Mert Uz - International Markets Director

Serkan Varlık - International Markets Director


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ORGANIZATIONAL CHART


SHAREHOLDING STRUCTURE AND SUBSIDIARIES

MISSION, VISION AND MAIN PRINCIPLES

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

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DEVA Holding A.S.

DEVATIO 1.0% DEVATIO 200% DEVATIO 30% DEVATIO 4% DEVATIO 5% DEVATIO & 10% DEVATIO DEVATIO 2011% DEVATIO CARBON 5% DEVATIO 4.0% RECOMPATE DEVATIO 6% DEVATIO 11% DEVATIO 10% DEVATIO
100% 100% 100% 100% 99,99% 100% 100% 100% 100% 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.

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NOTES FROM THE PHARMACEUTICAL INDUSTRY

According to IQVIA free market data, in 2025, the Türkiye Pharmaceutical Market recorded total pharmaceutical sales of 2,699 million units and a market value of 418.1 billion TRY (*). Compared to the same period of the previous year, the market grew by 4.2% in unit terms and by 32.8% in TRY terms.

In the Türkiye pharmaceutical market, prescription drugs accounted for 94.9% of total unit sales and 91.2% of the total market value in TRY terms. While pharmaceuticals are imported across many therapeutic groups in Türkiye, imports mainly consist of innovative and high-technology products, oncology medicines, blood factors, central nervous system drugs, insulin, and certain controlled-release formulations.

According to IQVIA data, in 2025, sales of imported products increased by 3.3% in unit terms and by 14.2% in USD terms, reaching 4.3 billion USD. The domestic pharmaceutical market grew by 4.2% in unit terms and by 8.0% in USD terms, reaching 6.3 billion USD. The share of imports in the total market was 10.0% in unit terms and 40.4% in USD terms.

According to IQVIA data, in 2025, the industry grew by 4.2% in unit terms and by 10.4% in USD terms, reaching 10.6 billion USD. The total pharmaceutical market reached 418.1 billion TRY, representing a growth of 32.8%.

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Total Market (Million Units)

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Total Market (Million TRY)

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Total Market (Million USD)

(*) Due to a change in IQVIA's calculation methodology, 'Excess Goods' are included in the unit value but not in the TRY value. Source: IQVIA Free Flexview Data

NOTES FROM THE PHARMACEUTICAL INDUSTRY

In 2025, the market distribution by pharmaceutical segments in Türkiye was realized as follows in unit and TRY/USD terms. The "Nutrition & Metabolism" segment held the largest share in both unit and TRY/USD terms.

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Total Market Sales Distribution (%) (Units)

Source: IQVIA Free Flexview Data


DEVA IN 2025

According to IQVIA Free market data, in 2025, DEVA Holding recorded sales of 121 million units, representing a decrease of 11.9% compared to 2024, and sales of 10,383 million TRY reflecting an increase of 15.2% in TRY terms.

In 2025, DEVA Holding ranked 3rd with a market share of 4.5% in unit terms and 7th with a market share of 2.5% in TRY terms.

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Market Share of Top 15 Companies (Units)

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DEVA IN 2025

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

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DEVA Holding (Million Units)

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DEVA Holding (Million TRY)

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DEVA Holding (Million USD)

Source: IQVIA Free Planview Data

Source: IQVIA Free Planview Data


DEVA IN 2025

In 2025, among the top 100 products in the Türkiye Pharmaceutical Market in unit terms, the products of DEVA Holding that ranked respectively were Devit D3, Amoklavin, Dikloron and Dodex. In TRY terms, Amoklavin and Devit D3 were included among the top 100 products in the Türkiye Pharmaceutical Market.

According to IQVIA data for 2025, a total of 13 products accounted for 51% of the Company's turnover. These products, respectively, were Amoklavin, Devit D3, Rivetime, Pomalem, Dikloron, Candexil Plus, Dodex, Depores Free, Novaqua, Tribeksol, Dilatrend, Cefaks and Azitro.

In 2025, five new products were launched in eight different dosage forms; additionally, two new dosage forms were added to existing products.

In 2025, the largest share of DEVA Holding's pharmaceutical sales in unit and TRY/USD terms consisted of products in the "Nutrition & Metabolism" segment. The segment distribution of sales in unit and TRY/USD terms is as follows:

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DEVA Holding's Distribution of Sales % (Units), 2025

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DEVA Holding's Distribution of Sales % (TRY/USD), 2025

In 2025, DEVA Holding sold 40.2 million units of pharmaceuticals worth TRY 698.4 million to the State Supply Office and 14.4 million units worth TRY 422.9 million to hospitals. These sales are not included in IQVIA data.

DEVA IN 2025

INTERNATIONAL MARKETS

GMP Inspections

In 2025, GMP inspections were conducted at the Çerkezköy-I Manufacturing Facility by the Kosovo Health Authority, the Ministry of Agriculture and Forestry, and the Turkish Medicines and Medical Devices Agency, and the renewal approvals of the GMP certificates were obtained.

Similarly, at the Çerkezköy-II Manufacturing Facility, GMP inspections were carried out by the Ministry of Agriculture and Forestry and the Turkish Medicines and Medical Devices Agency, and the renewal approvals of the GMP certificates were obtained.

Likewise, at the Kartepe Manufacturing Facility, GMP inspections were conducted by the Kosovo Health Authority, and the renewal approval of the GMP certificate was obtained. In addition, a surveillance audit for the EN ISO 13485:2016 Quality Management System Certificate for medical devices was performed, and the continuity of the CE certificate was ensured through the 93/42/EEC surveillance audit. Furthermore, the continuity of the ISO 9001:2015 Quality Certificate was maintained following the renewal audit conducted for the Empty Ampoule and Eau de Cologne Departments at the Kartepe Manufacturing Facility.

Export of Medicinal Products for Human Use and Active Pharmaceutical Ingredients

Agreements with pharmaceutical companies and distributors abroad continued in 2025, and the sale of products to international markets under the DEVA brand and through license agreements remained the main business models.

In 2025, as new agreements and strategies continued to yield results, DEVA's revenues from human pharmaceutical exports, active pharmaceutical ingredient exports and overseas contract manufacturing projects increased by 10% compared to the previous year, reaching approximately USD 79.4 million.

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Distribution of Exports in 2025 by Regions

Source: IQVIA Free Flexview Data


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DEVA IN 2025

DEVA's global growth strategy is implemented through two main approaches: entering new markets and strengthening its position in existing markets through new marketing authorizations.

In 2025, 468 marketing authorizations were obtained in 42 countries, bringing the total number of marketing authorizations to 1,863 across 86 countries.

In the field of ophthalmology, DEVA entered the Malaysian market with its first sale. Marketing activities carried out in Iraq and the Balkans enhanced brand visibility and supported growth.

Within the respiratory portfolio, brand awareness was strengthened through activities conducted in Ethiopia, while market leadership in the Balkans was maintained through ongoing marketing activities.

In oncology and hematology, portfolio strength was enhanced through new marketing authorizations and scientific activities. New marketing authorizations obtained in Kenya, Kosovo and Russia expanded product diversity, while participation in congresses in Pakistan and Venezuela supported scientific visibility.

Commercial growth was strengthened in Lebanon, Qatar, Paraguay, and Panama across oncology, ophthalmology, PAH, and other strategic therapeutic areas.

Market access and geographical expansion were further strengthened through new marketing authorizations and first sales. Product portfolios were expanded with new marketing authorizations obtained in Turkmenistan, Azerbaijan, Georgia, Iraq, Oman, Bahrain, Ethiopia and Tanzania. The first marketing authorization was obtained in China; first sales were realized in Kuwait, South Sudan and Equatorial Guinea, increasing commercial presence.

In line with the international growth strategy, significant progress was also achieved in Devatis operations throughout 2025.

Exports to the United States continued to grow through shipments related to new marketing authorizations, and the Company's market presence was strengthened through agreements related to new business models.

In Mexico, market share in ophthalmology products increased, and brand awareness was supported through major congress sponsorships targeting ophthalmologists.

Strong progress was achieved in regulatory and commercial activities in the European region. Marketing authorization processes were initiated for many new molecules, and numerous marketing authorization applications and approvals were obtained. Five new products were launched in key therapeutic areas, particularly oncology, anti-infectives and the central nervous system.

Initial marketing authorizations were obtained in Croatia and Bulgaria; first shipments were carried out in Ireland, Spain and Portugal. A strong foundation for regional growth was established through new distribution partnerships and the development of market infrastructure in many European countries.

In Germany, in parallel with increasing product diversity and sales volume, the organizational structure was strengthened and initiatives supporting sustainable growth were prioritized.

In Switzerland, scientific and commercial visibility was enhanced through product launches and congress participation across different therapeutic areas; in Austria, reimbursement processes for licensed products continued.

Operations were initiated in the Scandinavian countries with eight marketing authorizations obtained, and a country manager dedicated to the region was appointed.

In the Netherlands, the portfolio was strengthened with new marketing authorizations, and exports of two licensed products were realized.

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DEVA IN 2025

Promotional Activities in International Markets

DEVA continues to strengthen its global presence, emphasizing its commitment to innovation and strategic growth. Through active participation in the world's leading pharmaceutical events and strategic collaborations, DEVA further reinforces its strong position in the global pharmaceutical industry.

International Business Development Projects

In 2025, DEVA intensified its efforts to expand access to high-quality generic medicines in international markets. By prioritizing strategic investments and effectively utilizing its expertise, DEVA identified and introduced critical generic medicines to the market. This approach further strengthened its broad portfolio and made a significant contribution to the global supply chain.

Congresses and Exhibitions Participated in International Markets:

DEVA's active participation in leading industry events demonstrates its commitment to fostering collaborations and exploring innovative opportunities. The following events served as key platforms for networking, strengthening partnerships, and showcasing DEVA's latest developments:

  • ECRM Retail Session, Chicago, February 24–27
  • DCAT Week, New York, March 17–20
  • Health Connect Partners – Spring Conference, New Orleans, April 14–16
  • HDA Conference, Orlando, June 1–4
  • CPHI China, Shanghai, June 24–26
  • Giant Eagle Meeting, August 12–13
  • NACDS Total Store Expo (TSE), San Diego, August 23–25
  • Health Connect Partners – Fall Conference, Chicago, September 29–October 1
  • Optisource Annual Meeting, October 26–30
  • CPHI Frankfurt, Frankfurt, October 28–30
  • Rx-SS Annual Meeting, November 2–5
  • The Premier Group Annual Meeting, November 2–6
  • HDA CEO Roundtable, November 11
  • ASHP Midyear Clinical Meeting, Las Vegas, December 7–11

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HUMAN RESOURCES AND DEVELOPMENT

Recognizing that competitive strength is driven by highly qualified employees, DEVA Holding continued to create employment in 2025, its 67th anniversary year, primarily in R&D, field promotion and manufacturing facilities. Career opportunities offered to employees were maintained, with priority given to internal resources, particularly in promotions. Systems enabling employees to be appointed to appropriate positions through assessment center practices and Promotion Committee evaluations continued to be implemented. As a result of these developments, the Company's demographic structure as of year-end 2025 is as follows:

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Age-based Distribution

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Gender Distribution

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Educational Distribution

  • Elementary
  • High School
  • Associate Degree
  • Undergraduate
  • Master's Degree
  • Doctoral Degree

As in previous years, DEVA continued to recruit interns in 2025 within the scope of its Human Resources policy, with the aim of contributing to the development of vocational high school students and supporting university students in shaping their professional lives during their education. Internship quota agreements were signed with leading universities in Türkiye. During the summer period, university students were offered internship opportunities in various departments within DEVA Holding, while vocational high school students were offered internship opportunities during the winter period. Through these programs, young talents were supported in their development and introduced to professional life during their academic years. In addition, DEVA participated in career day events at universities and organized factory visits, introducing DEVA Holding and the pharmaceutical industry to students of Faculties of Pharmacy and Chemical Technology.

The collaboration with the Faculty of Pharmacy at Istanbul University continued in 2025 within the scope of the "360-Degree Training Program in the Pharmaceutical Industry", through a mentorship project and career planning seminars. As part of this specialized program, fourth-year students of the Faculty of Pharmacy attended face-to-face lectures delivered by DEVA's R&D executives, enabling them to participate in scientific projects and gain hands-on experience in the pharmaceutical industry.

DEVA also participated in the "TÜBİTAK 2244-Industrial PhD Program". PhD students pursuing their doctoral studies in the Departments of Analytical Chemistry at designated universities were employed within the R&D organization as "PhD Scholars". Through this initiative, students were supported in shaping their professional careers during their academic studies.

The orientation process continued to be supported through Digital Onboarding and the Buddy System, ensuring that the integration and adaptation process of newly recruited DEVA employees was managed effectively.

Within the scope of the Career Management System project, calibration studies based on the potential-performance approach continued to be conducted to identify the potential of employees at manufacturing facilities and the headquarters and to prepare them for future roles.

The DEVA Performance Management System continued in 2025 in line with the targets set, through both goal evaluation and competency assessment processes. The system was further implemented in an integrated manner with Training and Development, Recruitment and Placement, Assessment Center practices, and Promotion processes.

In order to enhance employee motivation and strengthen the sense of unity and engagement, various events such as celebrations, holiday gatherings, and happy hour organizations were held throughout the year. Employees' creativity was encouraged, and newly developed ideas and projects were evaluated and rewarded.

The "Refer & Earn" program enabled employees to recommend candidates aligned with DEVA's corporate culture and values for open positions. In cases where the referred candidates were hired, the referring employees were rewarded accordingly.

In order to support achievement and invest in future generations, scholarship opportunities were provided to the successful children of the DEVA employees who are pursuing studies in Medicine, Pharmacy, Chemistry, Chemical Engineering, Biology, Chemical-Biology Engineering, Molecular Biology and Genetics, Genetics and Bioengineering, Biochemistry, Bioengineering, Biomedical Engineering,

HUMAN RESOURCES AND DEVELOPMENT

Biotechnology, Molecular Biotechnology, Veterinary Medicine, and Dentistry.

Training and Development activities in 2025 continued to be carried out with a holistic approach that recognizes human capital as a strategic asset. In alignment with the Company's strategic objectives, initiatives were structured to enhance employees' competencies, strengthen their adaptability to evolving business conditions, and reinforce an organizational culture based on continuous learning and development. Within this framework, participation in training and development programs held both domestically and internationally was supported, enabling employees to gain international exposure, share knowledge, and broaden their professional experience.

Development programs aimed at strengthening the leadership and managerial competencies of the executive team were implemented. Through training sessions, seminars, and speaker events organized with the contributions of subject-matter experts, managers' strategic perspectives were enhanced, and their change management and decision-making capabilities were further developed. Training processes for field promotion teams were restructured in line with business needs and performance objectives and were made more measurable, effective, and accessible through AI-supported learning applications.

Through gamification applications implemented within the Devakademi Training Portal, the learning experience was transformed into a more interactive structure, fostering higher levels of employee engagement and learning motivation and creating a dynamic learning ecosystem. In addition, the Devakademi Development Planning System provided employees with a digital infrastructure enabling them to define their individual development goals and systematically track related action plans. Personalized development journeys were further supported through e-learning programs and AI-driven training recommendations.

Interactive training programs designed in line with professional development needs and current trends were implemented throughout the year. In order to sustain a strong learning culture, regular training bulletins were introduced. Through this communication channel, employees were informed about priority and up-to-date topics, fostering a shared development agenda across the organization.

Foreign language development programs were further enhanced through AI-based learning infrastructures and continued within a multilingual and inclusive framework.

Thanks to a comprehensive digital training infrastructure ranging from virtual classroom applications to mobile learning solutions, employees were provided with location-independent access to learning opportunities. A flexible learning ecosystem addressing diverse learning styles was established, contributing to the strengthening of a sustainable learning culture across DEVA at the corporate level.

In 2025, significant progress was made in digitalization initiatives launched to optimize Human Resources and Development processes and increase operational efficiency.

All Human Resources and Development activities were successfully maintained in alignment with DEVA's mission, vision, and strategic priorities, supporting the achievement of its future objectives.

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MANUFACTURING FACILITIES

DEVA HOLDING ÇERKEZKÖY-I MANUFACTURING FACILITY

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DEVA Holding's Çerkezköy-I Manufacturing Facility is located in the Çerkezköy Organized Industrial Zone, approximately 110 km from Istanbul, and has a total area of 52,000 m², including 43,000 m² of enclosed production space.

The facility consists of modern buildings where liquid/semi-solid and solid dosage forms, cephalosporins, penicillins, hormonal products, inhalation products, sterile liquid ampoules and vials, as well as soft gel capsules are manufactured.

While a total of 196 million units were produced at the manufacturing facility in 2024, production amounted to 183 million units in 2025.

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Total Production in Çerkezköy-I Manufacturing Facility (Units)

MANUFACTURING FACILITIES

Liquids/Semi-Solids and Solids Manufacturing Unit

In the Liquids/Semi-Solids Manufacturing Unit, pharmaceutical products in syrup, drop and spray, cream and gel, and suppository-ovule dosage forms are manufactured using advanced technology.

While a total of 42.2 million units were produced in the unit in 2024, production amounted to 33 million units in 2025, comprising 26.2 million units of syrups, drops, and sprays and 6.8 million units of ointments, creams, gels, and suppositories-ovules.

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Liquids/Semi-Solids Production (Units)

In the Solid Manufacturing Unit, pharmaceutical products in tablet/film tablet, capsule, and powder for suspension dosage forms are manufactured using advanced technology.

While a total of 72.5 million units were produced in the unit in 2024, production reached 76.2 million units in 2025, comprising 73.5 million units of tablets/capsules, including soft gel capsules, and 2.7 million units of suspensions.

In 2025, production in the Solid Manufacturing Unit increased by 3.7 million units compared to 2024, reflecting a 5% increase in unit-based production.

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Solids Production (Units)

Cephalosporin Manufacturing Unit (Beta-Lactam I)

In the Cephalosporin Manufacturing Unit (Beta-Lactam I), while a total of 26.2 million units were produced in 2024, production amounted to 20.2 million units in 2025, comprising 16.9 million units of sterile powder for injection in vials, 0.9 million units of oral suspension, and 2.4 million units of film-coated tablets and capsules.

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Manufacture of Cephalosporin (Units)


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MANUFACTURING FACILITIES

Penicillin Manufacturing Unit (Beta-Lactam II)

In the Penicillin Manufacturing Unit (Beta-Lactam II), while a total of 27 million units were produced in 2024, production reached 30.2 million units in 2025, comprising 9.1 million units of sterile powder for injection in vials, 6.3 million units of oral suspension, and 14.7 million units of film-coated tablets.

In 2025, production in the Penicillin Manufacturing Unit increased by 3.2 million units compared to 2024, representing a 12% increase in unit-based production.

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Penicillin Production (Units)

Hormonal Products Manufacturing Unit

In the Hormonal Products Manufacturing Unit, while a total of 22.9 million units were produced in 2024, production amounted to 19.7 million units in 2025, comprising 2.4 million units of creams/sintments, 3.9 million units of tablets and film-coated tablets, and 13.3 million units of sterile ampoules, vials, and drops.

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Manufacture of Hormone Products (Units)

MANUFACTURING FACILITIES

Inhalation Products Manufacturing Unit

In the Inhalation Products Manufacturing Unit, while a total of 3.5 million units were produced in 2024, production amounted to 3.3 million units in 2025.

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Inhalation Products Production (Units)

Sterile Liquid Ampoule and Vial & Soft Gel Capsule Manufacturing Unit

In the Sterile Liquid Ampoule and Vial Unit, while a total of 1.8 million units were produced in 2024, production amounted to 1.1 million units in 2025.

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Sterile Liquid Vial Production (Units)


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MANUFACTURING FACILITIES

DEVA HOLDING ÇERKEZKÖY-II MANUFACTURING FACILITIES

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DEVA Holding Çerkezköy-II Manufacturing Facility, located approximately 110 km from Istanbul in the Çerkezköy Organized Industrial Zone, has a total area of 67,551 m² and a closed area of 50,270 m². The facility consists of modern production buildings manufacturing high-potency products, sterile liquid oncology products, animal health products, and active pharmaceutical ingredients (API).

The Biotechnology Building, Central Stability Building, and R&D Center Buildings, each operating in their respective fields, are also located within the Çerkezköy-II Manufacturing Facility.

High-Potency Manufacturing Unit

In the High-Potency Manufacturing Unit, oncological products in tablet and capsule forms are manufactured.

The total production volume, which was 1.99 million units in 2024, increased by 4% in 2025 to reach 2.08 million units.

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High-Potency Production (Units)

MANUFACTURING FACILITIES

In 2025, of the total 2.08 million units produced, 1.22 million units were manufactured in tablet form and 0.86 million units in capsule form.

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MANUFACTURING FACILITIES

Sterile Liquid Oncology Manufacturing Unit

In the Sterile Liquid Oncology Manufacturing Unit, products are manufactured in sterile liquid and sterile lyophilized powder dosage forms.

The production volume of the Unit, which was 0.77 million units in 2024, amounted to 0.79 million units in 2025.

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Sterile Liquid Oncology Production (Units)

MANUFACTURING FACILITIES

Solid Animal Health Products Manufacturing Unit

In the Solid Animal Health Products Manufacturing Unit, animal health products are manufactured in tablet, powder, and sachet forms. A total of 10 products are produced in tablet form, while 9 different products are manufactured in large and small powder filling forms.

The production volume of the unit, which was 2.11 million units in 2024, amounted to 1.95 million units in 2025. The distribution of these products consisted of 1.80 million units of tablets and 0.15 million units of powder.

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Solid Animal Health Products (Units)

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Distribution of Sterile Liquid Oncology Products in 2024

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Distribution of Sterile Liquid Oncology Products in 2025

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Distribution of Solid Animal Health Products in 2024

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Distribution of Solid Animal Health Products in 2025


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MANUFACTURING FACILITIES

Active Pharmaceutical Ingredient (API) Manufacturing Units

The API production volume, which was 2,651 kg in 2024, amounted to 3,722 kg in 2025. Of the total 3,722 kg of API produced in 2025, 965 kg consisted of oncologic APIs.

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API Production (kg)

2024 API Production Distribution (kg)

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In summary, the finished product production volume at DEVA Holding's Çerkezköy-II Manufacturing Facility amounted to 4.87 million units in 2024 and 4.83 million units in 2025.

The total capacity utilization rate at the Çerkezköy Manufacturing Facilities was 90.4%.

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2025 API Production Distribution (kg)

Total Production – Çerkezköy-II (Units)

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MANUFACTURING FACILITIES

DEVA HOLDING KARTEPE MANUFACTURING FACILITY

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DEVA Holding Kartepe Manufacturing Facility, located in the Kartepe district of Kocaeli on the İzmit-Ankara highway, has a total area of 32,000 m² and a closed area of 16,500 m². The facility consists of modern production buildings manufacturing sterile liquid pharmaceuticals, empty medical ampoules, and cologne.

Sterile Liquid Pharmaceutical Manufacturing

At the Kartepe Sterile Liquid Pharmaceutical Manufacturing facility, sterile liquid injectable ampoules, sterile liquid injectable vials, sterile liquid lyophilized vials for injection, products manufactured using BPS (Blow-Fill-Seal) technology, as well as ready-to-use sterile liquid eye drops in PE bottles, sterile liquid diluent vials, and vials containing inhalation solutions for nebulization can be manufactured.

While 60.14 million units of sterile liquid pharmaceuticals were produced at the Facility in 2024, total production amounted to 56.54 million units in 2025.

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Sterile Liquid Pharmaceutical Production (Units)


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MANUFACTURING FACILITIES

Sterile Injectable Ampoule Manufacturing

In 2024, a total of 42.1 million units of ampoules and 19.1 million units of diluent ampoules were produced at the Facility. In 2025, total production amounted to 38.3 million units of ampoules and 22 million units of diluent ampoules.

The total number of individual ampoules produced in 2025 was 153.7 million.

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Ampoule Production (Units)

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Diluent Ampoule Production (Units)

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MANUFACTURING FACILITIES

Sterile Liquid Injectable Vial and Sterile Liquid Lyophilized Vial Manufacturing

In the Sterile Liquid Injectable Vial and Sterile Liquid Lyophilized Vial Production Line, a total of 8.03 million units of vials were produced in 2024, while total production amounted to 8.31 million units in 2025. Compared to 2024, production increased by approximately 3.5%.

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Vial Production (Units)

BFS-SVP Manufacturing

In the BFS-SVP production lines, where a total of 7.06 million units were produced in 2024, total production amounted to 6.81 million units in 2025.

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BFS-SVP Production (Units)

Sterile PE Bottle Manufacturing

In the sterile PE bottle eye drop filling line, where approximately 2.9 million units were produced in 2024, total production amounted to approximately 3.1 million units in 2025. Compared to 2024, production increased by approximately 7%.

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Sterile PE Bottle Production (Units)


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MANUFACTURING FACILITIES

Empty Medical Ampoule Manufacturing

The Empty Medical Ampoule Manufacturing Unit is among the leading production units in Türkiye in the field of medical ampoule manufacturing.

The Unit, which holds the ISO 9001:2015 certification, is periodically audited by TÜV Thüringen.

While the number of empty medical ampoules produced was 209.4 million in 2024, production amounted to 175.8 million in 2025.

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Empty Medical Ampoule Production (Number)

Cologne Manufacturing

Boglazici Kolonyaları, one of Türkiye's best-selling brands, are manufactured in accordance with Cosmetic GMP practices under the supervision of the Republic of Türkiye Ministry of Health. The unit, which holds the ISO 9001:2015 certification, is also periodically audited by TÜV Thüringen.

While the number of colognes produced was 1.61 million in 2024, production amounted to approximately 1.64 million in 2025.

The total capacity utilization rate at the Kartepe Manufacturing facilities was 89.3%.

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Cologne Production (Number)

PRODUCTION INDICATORS

The total human and veterinary products manufactured in our manufacturing facilities on a unit basis was 261.7 million units in 2024 and 245 million units in 2025.

The total manufacturing value (pharmaceuticals and other products) amounted to TRY 9,586.2 million in 2024 and TRY 12,142.2 million in 2025.

DEVA TÜRKİYE REGULATORY AFFAIRS & MARKET ACCESS

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DEVA Türkiye Regulatory Affairs & Market Access Department

The DEVA Türkiye Regulatory Affairs Department operates under the Regulatory Affairs Directorate, together with Market Access & Governmental Affairs, Medical Regulatory Affairs, and International Markets Regulatory Affairs.

The Department consists of the following groups:

  • Türkiye Regulatory Affairs
  • Market Access & Governmental Affairs
  • International Markets Regulatory Affairs
  • Medical Regulatory Affairs

In 2025, 35 new products were added to our product portfolio across 10 therapeutic areas.

Currently, we have a total of 693 registered human medicinal products, 2 medical devices, and 20 dietary supplements. Among these, 450 registered products are actively marketed, corresponding to 235 different molecules.


DEVARGE

The objective of DEVARGE is to maintain its leading position in generic drug development; to differentiate through the development of value-added products; to obtain marketing authorizations for products intended for regulated markets and introduce them to these markets; to invest in the future through the adaptation of new technologies; to develop high value-added products through university-industry collaboration; and to protect intellectual property rights through patent registration.

In line with the vision of becoming the largest generic drug manufacturer in Türkiye, efforts are carried out to develop high value-added products that can be exported to international markets. Innovative product development activities are conducted in laboratories and manufacturing sites equipped with advanced technologies by a strong team of more than 400 qualified experts in their respective fields.

R&D activities are carried out in full compliance with ethical and legal regulations, in a manner that meets the expectations of the relevant authorities. The safety, efficacy, and quality of products throughout their shelf life are ensured; increasing product accessibility, developing efficiency-enhancing methods for sustainable growth, and integrating new technologies into production processes are among the key objectives.

The operating principle is based on ensuring that product quality meets current standards; developing new formulations and dosage forms that do not infringe patents for finished products; and identifying alternative synthesis pathways and/or new polymorphic forms that do not infringe patents for raw materials.

Long-term objectives include maintaining leadership in generic drug development; achieving vertical integration in strategic products; strengthening global competitiveness in active ingredient and new polymorphic development; enhancing differentiation through value-added products; continuing product development activities for regulated markets (EMA and FDA); increasing competence through the adaptation of new technologies; reinforcing university-industry collaboration; and protecting innovative intellectual property through patent registration.

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

DEVARGE includes Pre-formulation and Pilot Manufacturing areas, Synthesis and Scale-Up Laboratories, Stability areas, Analytical Development Laboratories, and Biotechnology Laboratories.

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In 2025, within the scope of DEVARGE:

  • 14 patent applications were filed.
  • 15 scientific articles were published in internationally peer-reviewed journals.

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VETAS

Acquired by DEVA Holding in 2016 with no changes in its operational structure, Vetas is a leading brand in the production and marketing of veterinary pharmaceuticals in Türkiye's animal health sector.

Vetas provides high-quality solutions for the prevention and treatment of diseases and offers one of the broadest product portfolios in the industry through its innovative product range. Highly sensitive to economic developments and fluctuations in meat, milk, feed, and livestock prices, Vetas carefully evaluates sectoral developments with timely and strategic approaches. In order to maintain and further strengthen its strong market position, the company continues to prioritize forward-looking projects.

With 52 years of experience in the animal health industry, Vetas continues its long-term partnership efforts in line with its international expansion objectives. Actively pursuing registration processes in international markets, Vetas also continues registration updates and new product approval processes in Türkiye at a rapid pace.

From October 23-26, 2025, the Vetakademi Campus Program held in Sarajevo, Bosnia and Herzegovina, brought together veterinarians from across Türkiye in a comprehensive program featuring technical meetings conducted by distinguished academicians. The event served as a valuable platform for both professional development and the exchange of experience among veterinary professionals.

From October 30-November 2, 2025, Vetas participated as a Silver Sponsor in the 11th National and 5th International Congress of the Turkish Veterinary Gynecology Association, one of the leading congresses in the sector, held in Hethiye.

On November 4-6, 2025, Vetas participated in the first National Veterinary Oncology Congress with a booth activity, where information about new products was provided to participants.

Strengthening its long-standing expertise in line with evolving needs and market dynamics, Vetas continues its activities in animal health through projects developed for the pet sector. Its first congress: participation and booth activity in the pet sector took place at the 7th International Veterinary Emergency and Critical Care (TUVECCA) Congress, held in Antalya from December 3-6, 2025.

In 2025, Vetas continued its operations to support the production of healthy, high-quality, safe, and efficient animal-based food.

Recognizing the importance of animal health for human health, Vetas leverages its technological infrastructure and continues to prioritize new product development while expanding its product portfolio in line with field dynamics.

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

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ADMINISTRATIVE ACTIVITIES

RISK MANAGEMENT AND INTERNAL CONTROL MECHANISM

The Company's risk management activities are conducted under the coordination of the Risk Management Committee. The Committee evaluates information received from the Credit Committee and Internal Audit within the framework of Corporate Risk Management, prepares the results of such evaluations along with action plans aimed at mitigating identified risks, and submits them to the Board of Directors.

The Credit Committee determines the credit limits to be allocated to customers for product purchases and sets the principles regarding the collateral to be obtained. In determining limits and collateral, the Committee considers the customer's ownership structure, real estate assets, financial standing, and intelligence gathered regarding the relevant region. Customers' open accounts are continuously monitored to maintain collateral ratios at desired levels and to minimize the risk of doubtful receivables.

The Internal Audit Department audits the compliance of all Company activities with international auditing principles, generally accepted management standards, the Company's Articles of Association, and its written policies and procedures. Within the scope of the audit plan, all units are evaluated from a risk management perspective, and audit results are regularly reported to the Risk Management Committee and the Audit Committee.

In 2025, internal audit activities covering the Company's operations were carried out; risk notifications received from all units were evaluated, and findings together with improvement recommendations were submitted to the Board of Directors.

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

No amendments were made to the Articles of Association during the reporting period.

THE COMPANY

Changes in Share Capital During the Period

No changes were made to the share capital during the period.

Audits Conducted During the Period

No audits were conducted at the Company during the period between January 1, 2025 and December 31, 2025.

Information on Legislative Changes that May Significantly Affect Company Operations During the Period

None.

Lawsuits Filed

The lawsuits filed consist of various labor disputes and tax penalty cases. Detailed information on this matter is provided in Note 18 to the financial statements.

Information on Conflicts of Interest with Institutions Providing Investment Advisory and Rating Services, and Measures Taken to Prevent Such Conflicts

There are no conflicts of interest between the Company and the institutions from which investment advisory and rating services are received. Provisions preventing conflicts of interest are included in the agreements executed with these institutions.

Collective Bargaining Agreements

There is no collective bargaining agreement in place with employees.


ADMINISTRATIVE ACTIVITIES

Severance Pay Liability

As of the period between January 1, 2025 and December 31, 2025, DEVA Holding's severance pay liability amounted to TRY 191,060,679, and a full provision has been recognized in accordance with the relevant legislation.

Employee Rights and Benefits

In addition to wages, employees are provided with benefits in line with the requirements of their duties, including workplace meals, clothing allowance, personnel transportation services, holiday allowances, child and education support, food and fuel allowances, as well as marriage, family, and birth allowances.

Life insurance and optional group health insurance practices have continued, and Complementary Health Insurance coverage is also provided.

Information on Donations Made During the Period

During the period between January 1, 2025 and December 31, 2025, donations and aid totaling TRY 1,269,792 (TRY 1,397,870 based on the purchasing power as of December 31, 2025) were provided to various institutions and associations.

Guided by the principle, "Human health is our top priority, no matter where in the world", the Company continued its social responsibility activities in 2025 in collaboration with public institutions and non-governmental organizations. Within this scope, support was provided to various educational and healthcare institutions to address their equipment needs.

COMMITTEES AND WORKING PRINCIPLES

Audit Committee

Cüneyt Demirgüres – Chairman (Independent Member of the Board of Directors)

Mehmet Baş – Member (Independent Member of the Board of Directors)

The Audit Committee oversees the Company's accounting system, public disclosure of financial information, independent audit process, and the operation and effectiveness of the internal control system within the framework of Capital Markets legislation. Based on its evaluations, the Committee reports its findings and assessments to the Board of Directors.

Corporate Governance Committee

Cüneyt Demirgüres – Chairman (Independent Member of the Board of Directors)

Mehmet Baş – Member (Independent Member of the Board of Directors)

Gülseren Mahmutoğlu – Investor Relations Manager

The Corporate Governance Committee monitors the Company's compliance with Corporate Governance Principles in accordance with Capital Markets legislation and the Corporate Governance Principles issued by the Capital Markets Board. The Committee carries out improvement activities where necessary and submits its recommendations to the Board of Directors. The Corporate Governance Committee convenes when deemed necessary. Since a Nomination Committee and a Remuneration Committee have not been established within the Company, the duties of these committees are fulfilled by the Corporate Governance Committee.

Early Detection of Risk Committee

Cüneyt Demirgüres – Chairman (Independent Member of the Board of Directors)

Mehmet Baş – Member (Independent Member of the Board of Directors)

Tuncay Cem Akkuş – Member (Member of the Board of Directors)

The Early Detection of Risk Committee carries out activities aimed at the early identification of risks that may jeopardize the Company's existence, development, and sustainability. The Committee evaluates identified risks, ensures that necessary measures are implemented, and oversees risk management processes. The findings and assessments of the Committee are reported to the Board of Directors.

ADMINISTRATIVE ACTIVITIES

Sustainability Subcommittee

Mesut Çetin – Chairman (Chief Financial Officer)

Doğan Varinlioğlu – Vice Chairman (President of Türkiye and International Markets)

Seçil Yüksel – Secretary / Member (Communications)

Alper Acındı – Member (Finance)

Aytac Aysuna Erden – Member (Legal)

Gökhan Kaba – Member (Procurement)

Gülcan Gümüş – Member (Human Resources and Development)

İrfan Çinkaya – Member (Biotechnology)

Mert Uz – Member (International Markets)

Murat Aksoy – Member (Manufacturing, Planning and Logistics)

Serkan Varlık – Member (International Markets)

Şerifenur Taşkıran – Member (Regulatory Affairs)

Fatma Yanbasan Turp – Member (Quality Operations)

Gülseren Mahmutoğlu – Member (Investor Relations)

Sibel Kayaoğlu – Member (Occupational Health, Safety and Environment)

Suat Cingiler – Member (Engineering Projects Coordination)

Emre Günaydın – Member (Strategic Planning and Corporate Communications)

The Sustainability Subcommittee, reporting to the Corporate Governance Committee, has been established to determine the Company's sustainability strategy in the areas of Environmental, Social and Governance (ESG). The Subcommittee is responsible for executing, monitoring, supervising, reviewing, improving, and developing sustainability policies, targets, and practices.

During 2025, the Audit Committee convened 10 times, the Early Detection of Risk Committee convened 6 times, the Corporate Governance Committee convened 8 times, and the Sustainability Subcommittee convened 2 times. The committees continued to perform their duties within the scope of their obligations in accordance with Capital Markets Board (CMB) regulations.

The working principles of the committees are available on the Company's website at www.deva.com.tr

During the year, consultancy services were received from an independent company for the preparation of a sustainability report in compliance with the Türkiye Sustainability Reporting Standards (TSRS) and GRI Standards.

ASSESSMENT OF RISKS AND THE BOARD'S EVALUATION

An Early Detection of Risk Committee has been established to identify at an early stage the risks that may jeopardize the Company's existence, development, and sustainability, to ensure the implementation of necessary measures regarding identified risks, and to oversee the effective management of such risks.

Financial Risks:

The Company's working capital requirements are financed through equity, short- and long-term bank loans denominated in Turkish Lira, and debt instruments. Potential adverse market conditions, particularly increases in exchange rates and interest rates, may lead to higher financing costs. Accordingly, economic and geopolitical developments both globally and domestically may result in fluctuations in exchange and interest rates that could negatively affect profitability. To manage interest rate risk, potential gains and losses arising from possible changes in interest rates are measured through sensitivity analyses based on the credit portfolio and cash flow projections. Efforts are made to maintain a reasonable proportion of floating-rate loans within total borrowings. Derivative instruments may be utilized to hedge foreign exchange risks arising from foreign currency-denominated purchases.


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ADMINISTRATIVE ACTIVITIES

Customer Receivable Risk

The distribution and payment terms of trade receivables are of significant importance for risk management. The Company seeks to mitigate receivable risk by conducting transactions only with creditworthy counterparties and, where possible, obtaining appropriate collateral. While transactions with Group A customers are conducted without collateral, transactions with Group B and Group C customers are secured by instruments such as bank letters of guarantee or mortgages. To minimize credit risk exposure, customers' financial standing, credit limits, and collateral structures are regularly monitored by the Credit Committee.

Strategic Risks

Drug pricing policies determined or to be determined by the Ministry of Health — including increases in institutional discount rates, reductions in reference prices, or non-revision of the reference exchange rate — may have adverse effects on the sector and, consequently, on the Company. Such potential adverse effects are mitigated through diversification into new markets, expansion of the product portfolio, implementation of revised sales strategies, and effective cost management policies.

Operational Risks

Operational risks relate to events that may disrupt activities, such as earthquakes, fires, environmental incidents, and disruptions in business processes. Insurable risks are reviewed annually and transferred outside the Company through appropriate insurance coverage.

Early Detection of Risk Committee

  • Cuneyt Demirgores – Chairman (Independent Member of the Board of Directors)
  • Mehmet Baş – Member (Independent Member of the Board of Directors)
  • Tuncay Cem Akkuş – Member (Member of the Board of Directors)

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

The Company's financing sources consist of equity, funds generated from operations, and short- and long-term borrowings obtained from money and capital markets.

Within the scope of the Issuance Certificate approved by the Capital Markets Board (CMB) with its decision dated August 24, 2023 and numbered 49/1025, the sale of a bond with a nominal value of TRY 350,000,000, offering an additional return of TLREF +1.75%, with a maturity of 728 days and variable coupon payments every three months, was completed on August 9, 2024. The sale of a bond with a nominal value of TRY 200,000,000, offering an additional return of TLREF +1.50%, with a maturity of 728 days and variable coupon payments every three months, was completed on August 21, 2024.

Within the scope of the Issuance Certificate approved by the Capital Markets Board with its decision dated March 6, 2025 and numbered 13/435, with a total issuance limit of TRY 3,000,000,000, the sale of a bond with a nominal value of TRY 500,000,000, offering an additional return of TLREF +1.25%, with a maturity of 728 days and variable coupon payments every three months, was carried out on December 10, 2025.

In addition, within the scope of the Issuance Certificate dated March 6, 2025, the sale of a bond with a nominal value of TRY 400,000,000, offering an additional return of TLREF +1.00%, with a maturity of 728 days and variable coupon payments every three months, was completed on January 16, 2026, and the sale of a bond with a nominal value of TRY 525,000,000, offering an additional return of TLREF +0.90%, with a maturity of 728 days and variable coupon payments every three months, was completed on February 20, 2026.

INVESTMENTS

During the period between January 1, 2025 and December 31, 2025, total investments amounting to TRY 2,744,743,436 were made by DEVA Holding and its Group companies. Of this total, TRY 505,513,666 was invested in Administrative Buildings, Manufacturing Facilities, Machinery and Installations, and Fixtures, and TRY 2,239,229,770 was invested in R&D, Marketing Authorizations and Licensing activities.

As a holder of an R&D Center Certificate, the Company benefits from cash incentives provided for R&D personnel, as well as tax and social security premium incentives for projects carried out within the scope of the R&D Center.

During the relevant period, expenditures were made as follows under the investment incentive certificates: TRY 25,704,451 under Incentive Certificate No. 501317 dated October 30, 2018 obtained for the DEVA Kartepe Facilities; TRY 24,139,449 under Incentive Certificate No. 602024 dated December 17, 2025; and TRY 583,021,182 under Incentive Certificate No. 525422 dated May 26, 2021 obtained for the Çerkezköy facilities.

Expenditures made within the scope of the incentive certificates benefit from various advantages, including VAT and Customs Duty exemptions, Corporate Income Tax exemption, Reduced Corporate Income Tax, and other tax advantages.


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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 MEXÍCIS, S.DE RL. DE C.V.
The company was established to sell and distribute medicinal products for human use and veterinary drugs in Mexico.

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

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

DEVATIS d.u.o. BEOGRADE
The company was established to sell and distribute medicinal products for human use and veterinary drugs in Serbia.

DEVATIS B.V.
The company was established to support the sale and distribution of human and veterinary medicinal products in the Netherlands and other European countries.

DEVATIS LLC.
The company was established to carry out the sales and distribution of human and veterinary medicinal products in the United Kingdom.

INFORMATION ON SUBSIDIARIES AND RELATED COMPANIES

Subsidiaries

DEVA Holding holds a 100% ownership stake in Devatis Ltd. in New Zealand, Devatis GmbH in Germany, Devatis AG in Switzerland, Devatis AG, Inc. in the United States, Devatis Phy Ltd in Australia, Devatis Canada Inc. in Canada, Devatis d.o.o. Beograd in Serbia, Devatis B.V. in the Netherlands, Devatis LLC in Azerbaijan, and Devatis UK Ltd. in the United Kingdom, as established to conduct the international sales and distribution of DEVA's products. In addition, DEVA Holding holds a 99.99% ownership stake in Devatis de Mexico, S. de R.L. de C.V., established in Mexico.

Other Related Companies

EastPharma S.a.r.l., headquartered in Luxembourg and operating in the fields of production and marketing of medicinal products for human use, active pharmaceutical ingredients and veterinary medicinal products, is the principal shareholder of DEVA Holding with an ownership interest of 82.20%. EastPharma S.a.r.l. is also the principal shareholder of Saba Ilac Sanayi ve Ticaret A.Ş., operating in the pharmaceutical industry in Türkiye, with an ownership interest of 99.99%.

Information on Commercial Relations with Subsidiaries and Related Companies

EastPharma S.a.r.l., through agreements concluded with Roche operating in the pharmaceutical industry, has transferred to DEVA Holding, on a time-limited basis, the license and sales rights of 9 products for which it holds the relevant rights. During the period, the sales of these products continued, and EastPharma S.a.r.l. generated royalty income from DEVA Holding based on the sales of these products in Türkiye. Saba Ilac purchases contract manufacturing services from DEVA Holding. In this context, Saba products are manufactured and stored by DEVA Holding on a contract manufacturing basis. DEVA Holding also provides R&D services to Saba through its R&D Center, conducting studies related to Saba products and carrying out pilot production. In addition, Saba purchases financial, administrative, and marketing/promotional services from DEVA Holding. The overseas sales of Saba products are also partially carried out by DEVA Holding.

Affiliation Report on Transactions with the Controlling Shareholder and its Subsidiaries

Pursuant to Article 199 of the Turkish Commercial Code No. 6102, which entered into force on 1 July 2012, the Board of Directors of DEVA Holding A.Ş. is required to prepare, within the first three months of each fiscal year, a report regarding the Company's relations with its controlling shareholder and the subsidiaries of the controlling shareholder during the preceding fiscal year, and to include the conclusion of the report in the annual report. The necessary disclosures regarding the transactions carried out by DEVA Holding A.Ş. with related parties are included in Note 7 to the financial statements. In addition, the Board of Directors of DEVA Holding A.Ş. has prepared this Affiliation Report in accordance with the aforementioned provision of the law.

In the Affiliation Report prepared by the Board of Directors of the Company, it has been concluded that, with respect to all transactions carried out by the Company in 2025 with its controlling shareholder and the subsidiaries of the controlling shareholder, according to the conditions and circumstances known at the time the transaction was executed or the measure was taken or refrained from being taken, an appropriate consideration was obtained in each transaction, and that no measure was taken or omitted which could have caused damage to the Company. Accordingly, it has been determined that there was no transaction or measure requiring equalization.

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RESULT FOR THE PERIOD

Within the framework of the Capital Markets Board Communiqué Serial II-14.1 and in accordance with the Turkish Accounting Standards / Turkish Financial Reporting Standards (TAS/TFRS), the consolidated financial statements prepared for the accounting period between 01.01.2025 – 31.12.2025, audited by DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., resulted in a loss of TRY 806,988,481 after tax.

In accordance with the provisions of the Turkish Commercial Code and the Tax Procedure Law No. 213, the Company's separate financial statements prepared under statutory records resulted in a profit of TRY 1,636,273,367.29.

As the financial statements prepared in accordance with the Capital Markets legislation indicate that the period ended with a loss, no dividend distribution will be made for the 2025 financial year. It is respectfully submitted to the approval of the General Assembly that the profit arising from the statutory financial statements be offset against prior years' losses.

DEVA HOLDING A.Ş.

Board of Directors

STATEMENT

BOARD DECISION DATE AND NUMBER FOR APPROVAL OF FINANCIAL STATEMENTS AND OPERATING REVIEW REPORT

BOARD DECISION DATE : 06.03.2026
BOARD DECISION NUMBER : 2026/09

REPRESENTATION LETTER PREPARED ACCORDING TO ITEM 9, SECTION 2 OF "PRINCIPLES ABOUT FINANCIAL REPORTING IN CAPITAL MARKET" COMMUNIQUÉ OF CMB

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 01.01.2025-31.12.2025, prepared by our Company and independently audited by DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik 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 disclosure date,

c) 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

Respectfully submitted,

Cüneyt DEMİRGÜREŞ
Chairman of the Audit Committee

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Mesut ÇETİN
Chief Financial Officer (CFO)

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Alper ACINDI
Finance Director


CORPORATE GOVERNANCE PRACTICES

DIVIDEND DISTRIBUTION

The Company's "Dividend Distribution Policy" is determined in accordance with the Turkish Commercial Code, Capital Markets Legislation, Tax Legislation and other applicable regulations, as well as the provisions of the Company's Articles of Association, based on the proposal of the Board of Directors and the resolution of the General Assembly.

The Company aims to distribute 5% of its issued capital as the first dividend, in cash and/or in shares. However, this amount may not exceed 30% of the net distributable profit for the period. In the implementation of this policy, the Company's financial position, its medium- and long-term growth and investment strategies and related funding requirements, sector conditions, national and global economic developments, capital requirements of subsidiaries and affiliates, investment and financing policies, profitability and cash position are taken into consideration.

A separate decision regarding dividend distribution is taken by the Board of Directors for each fiscal year. The dividend distribution proposal, or where applicable, the proposal not to distribute dividends together with its justification, is disclosed to the public in accordance with the applicable legislation and published on the Company's website. The General Assembly may approve or reject the proposal.

In dividend distribution, each shareholder is entitled to receive dividends in proportion to their shareholding. Dividends are distributed equally to all shares existing as of the distribution date, regardless of their issue or acquisition dates.

Dividend distribution shall commence on a date to be determined by the General Assembly, or by the Board of Directors if authorized by the General Assembly, provided that such distribution takes place no later than the end of the year in which the General Assembly meeting is held.

As there is no provision in the Company's Articles of Association regarding advance dividend distribution, no dividend advance is paid. The Company may consider paying dividends in equal or different installments in accordance with the applicable legislation. For the fiscal year 2024, although a net profit of TRY 69,419,646 was recorded in the consolidated financial statements prepared in accordance with the Capital Markets Board's Communiqué No. II-14.1, a net loss of TRY 1,854,886,761.62 was recorded in the standalone financial statements prepared pursuant to the relevant provisions of the Turkish Commercial Code and Tax Procedure Law No. 213. Accordingly, no dividend distribution was made.

BOARD OF DIRECTOR

Board Member Title Date of Appointment Executive Position
Philipp Haas Chairman of the Board of Directors 14.07.2006 Chief Executive Officer (CEO)
Cüneyt Demirgüreş Independent Member of the Board of Directors 27.09.2024 -
Mehmet Baş Independent Member of the Board of Directors 20.10.2025 -
Tuncay Cem Akkuş Non-Executive Member of the Board of Directors 14.04.2025 -
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
Cüneyt Demirgüreş

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 duly the tasks I will assume as an independent member of the board of directors,
d) I will not work full-time at public institutions and establishments after being elected as a 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: 05.02.2025

Name, surname: Cüneyt Demirgüreş

Signature:

Cüneyt Demirgüreş

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CORPORATE GOVERNANCE PRACTICES

Independence Statements of Independent Members of the Board of Directors
Mehmet Baş

STATEMENT OF INDEPENDENCE

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

As an Independent Member of the Board of Directors of DEVA Holding A.Ş., within the scope of Articles 4.3.6 and 4.3.8 included in the principles section of the Corporate Governance Communiqué No. II-17.1 of the Capital Markets Board, I hereby declare and undertake that I meet the conditions specified below and that I will act in accordance with these principles.

a) Within the past five years, neither I nor my spouse or relatives by blood or marriage up to the second degree have held a position of responsibility or an executive position in DEVA Holding A.Ş., in the companies over which the Company exercises management control or has significant influence, or in shareholders holding management control or significant influence over the Company; nor have I established a significant employment, capital or trade relationship with such parties, nor held more than 5% of the capital or voting rights or privileged shares, individually or jointly.

b) Within the past five years, except for the independent audit of the Company, I have not worked as an executive with significant duties and responsibilities, or as a member of the board of directors, in companies that provided services or products to the Company, particularly in areas such as tax audit, statutory audit, internal audit, rating and consultancy, within the scope of agreements concluded with the Company, or in companies from which the Company purchased or to which it sold goods or services.

c) I possess the professional education, knowledge and experience required to duly perform the duties I will undertake as an independent member of the board of directors.

d) Provided that the conditions stipulated by the relevant legislation are met, I will not work full-time in public institutions or organizations after being elected as a member, except for academic positions at universities.

e) I am considered to be resident in Türkiye in accordance with the provisions of the Income Tax Law dated 31/12/1960 and numbered 193.

f) I have strong ethical standards, professional reputation and experience enabling me to make positive contributions to the Company's operations, to maintain independence in conflicts of interest between the Company and its shareholders, to protect the rights of stakeholders, and to make decisions freely by taking into account the rights of the shareholders.

g) I will be able to allocate sufficient time to follow the functioning of the Company's activities and to fully perform the requirements of the duties I will undertake.

h) I have not served as a member of the Board of Directors of the Company for more than six years within the last ten years.

i) I do not serve as an independent member of the board of directors in more than three companies where the same person holds management control over the Company or over companies that have management control over the Company, nor in more than five companies in total that are publicly traded.

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

I respectfully submit this statement for the information of the Board of Directors.

Yours sincerely,

Date: 20.10.2025

Name, surname: Mehmet Baş

Signature:

Mehmet Baş

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CORPORATE GOVERNANCE PRACTICES

Duties and Powers of the Members of the Board of Directors

The Chairman and the Members of the Board of Directors have the duties and powers set forth in the relevant provisions of the Turkish Commercial Code and the Company's Articles of Association.

Board of Directors Meetings Held During the Period

During the period, 39 meetings of the Board of Directors were held. All resolutions at these meetings were adopted unanimously by the members present.

External Roles of the Members of the Board of Directors

Board Member Role External Roles
Philipp Haas Chairman of the Board • Eastpharma Ltd., New Life Yaşam Sigorta A.Ş.,
Eastpharma Ilac Üretim Pazarlama San. ve Tic. A.Ş.
(Chairman of the Board of Directors)
• Eastpharma S.a.r.l., Devatis Inc. (Member of the Board of Directors)
• Saba Ilac Sanayi ve Ticaret A.Ş. (Chief Executive Officer)
• Devatis Ltd., Devatis GmbH, Devatis AG, Devatis de Mexico, S. de R.L. de C.V., Devatis Pty Ltd., Devatis Canada Inc., Devatis d.o.o. Belgrade, Devatis B.V., Devatis LLC, Devatis UK Ltd. (Executive)
Cüneyt Demirgüreş Independent Board Member Bayraktar Gayrimenkul Geliştirme A.Ş. and Ege Endüstri Holding (Member of the Board of Directors), Koç University (Senior Lecturer)
Mehmet Baş Independent Board Member Ankara Hacı Bayram Veli University, Faculty of Economics and Administrative Sciences (Lecturer)
Ayşecik Haas Non-Executive Board Member New Life Yaşam Sigorta A.Ş. (Member of the Board of Directors)
Tuncay Cem Akkuş Non-Executive Board Member Starnova Yazılım (Director)

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

During the period, the total amount of financial benefits provided to the Members of the Board of Directors and Senior Executives—including attendance fees, salaries, bonuses, premiums, severance payments and similar benefits—amounted to TRY 8,177,894 for the Members of the Board of Directors and TRY 908,190,324 for Senior Executives. In addition, the total amount of other benefits such as fuel and telephone allowances amounted to TRY 102,925 for the Members of the Board of Directors and TRY 2,719,923 for Senior Executives. Accordingly, the aggregate amount of all financial benefits provided during the period was TRY 919,191,066.


CORPORATE GOVERNANCE PRACTICES

STATEMENT OF COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES

DEVA Holding ("DEVA" or the "Company"), being aware of its responsibilities towards its stakeholders, has adopted the principles of "equality", "transparency", "accountability" and "responsibility", which constitute the foundation of corporate governance in its operations, and exercises utmost care and diligence in complying with the Capital Markets Law ("CML") and the secondary regulations and decisions of the Capital Markets Board ("CMB").

DEVA Holding believes in the importance of full compliance with the Corporate Governance Principles. During the operating period ended December 31, 2025, the Company has adopted and implemented, without deviation, the corporate governance principles set out in the annex to the Corporate Governance Communiqué and mandated by the applicable legislation. The Company also makes its best efforts to comply with voluntary principles that are not mandatory under the relevant legislation. As of the date hereof, non-full compliance with certain voluntary principles has not resulted in any conflict of interest among stakeholders.

Explanations regarding compliance with the corporate governance principles included in the annex to the Corporate Governance Communiqué, as well as the principles with which full compliance has not yet been achieved for the operating period ended December 31, 2025, are provided in the Annual Report, the Corporate Governance Compliance Report ("URF"), the Corporate Governance Information Form ("KYBF"), and other relevant sections of the report.

In the forthcoming periods, efforts will continue to further enhance the effective functioning of corporate governance mechanisms within the framework of these principles and to improve our corporate governance practices, including voluntary principles that have not yet been fully implemented.

In the event of any changes in the URF or the KYBF during the period, a material event disclosure will be made and such changes will also be included in the interim activity reports.

CORPORATE GOVERNANCE PRACTICES

Company Compliance Status Explanation
No Partial No/Exempted Not Applicable
I.1. FACILITATING THE DIDECTOE OF SHAREHOLDER RIGHTS
I.2.2- Up-to-date information and disclosure which may affect the exercise of shareholder rights are available to investors at the corporate website. X
I.2. RIGHT TO OBTAIN AND REVIEW INFORMATION
I.2.1- Management did not enter into any transaction that would complicate the conduct of special audit. X
I.3. GENERAL ASSEMBLY
I.3.2- The company ensures the clarity of the General Assembly agenda, and that an item on the agenda does not cover multiple topics. X
I.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 those transactions to be presented at the General Shareholders' Meeting. X
I.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. X
I.3.10- The agenda of the General Shareholders' Meeting included a separate item detailing the amounts and beneficiaries of all donations and contributions. X The donations and grants made during the period were categorized in the General Assembly and offered as information to the shareholders as they are very diverse in terms of institution and amount
I.3.11- The General Shareholders' Meeting was held open to the public, including the stakeholders, without having the right to speak. X There have been no such demands
I.4. VOTING RIGHTS
I.4.1- There is no restriction preventing shareholders from exercising their shareholder rights. X
I.4.2- The company does not have shares that carry privileged voting rights. X As per the Articles of Association, the Company has 10 times the voting right for group C shares have as compared to group A and group B privileged shares

CORPORATE GOVERNANCE PRACTICES

Company Compliance Status Explanation
No. Partly No.
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.
1.5. MINORITY RIGHTS
1.5.1 - The company pays maximum diligence to the exercise of minority rights. X
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. X
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. X
1.6.3 - The reasons for retaining earnings, and their allocations, are stated in the relevant agenda item. X
1.6.4 - The board reviewed whether the dividend policy balances the benefits of the shareholders and those of the company. X
1.7. TRANSFER OF SHARES
1.7.1 - There are no restrictions preventing shares from being transferred. X
2.1. CORPORATE WEBSITE
2.1.1 - The company website includes all elements listed in Corporate Governance Principle 2.1.3. X
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. X
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. X

CORPORATE GOVERNANCE PRACTICES

Company Compliance Status Explanation
No. Partly No.
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. X
2.2.2 - The annual report includes all elements listed in Corporate Governance Principle 2.2.2. X
3.1. CORPORATION'S POLICY ON STANSHOUSERS
3.1.1 - The rights of the stakeholders are protected pursuant to the relevant regulations, contracts and within the framework of bona fides principles. X
3.1.3 - Policies or procedures addressing stakeholders' rights are published on the company's website. X
3.1.4 - A which following programme is in place for reporting legal and ethical issues. X
3.1.5 - The company addresses conflicts of interest among stakeholders in a balanced manner. X
3.2. SUPPORTING THE PARTICIPATION OF THE STANSHOUSERS IN THE CORPORATION'S MANAGEMENT
3.2.1 - The Articles of Association, or the internal regulations (terms of reference/manuals), regulate the participation of employees in management. X
3.2.2 - Surveys/other research techniques, consultation, interviews, observation method etc. were conducted to obtain opinions from stakeholders on decisions that significantly affect them. X
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. X
3.3.2 - Recruitment criteria are documented. X
3.3.3 - The company has a policy on human resources development, and organism trainings for employees. X

CORPORATE GOVERNANCE PRACTICES

Company Compliance Status Explanation
No. Partial No.
3.3.4 - Meetings have been organised to inform employees on the financial status of the company, remuneration, career planning, education and health. X
3.3.5 - Employees, or their representatives, were notified of decisions impacting them. The opinion of the related trade unions was also taken. X
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. X
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
3.3.8 - 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

CORPORATE GOVERNANCE PRACTICES

Company Compliance Status Explanation
No. Partial No.
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
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

CORPORATE GOVERNANCE PRACTICES

Company Compliance Status Explanation
Yes Partial No
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 minimal target of 25% 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
4.4.5 - The board has a charter/written internal rules defining the meeting procedures of the board. X
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

CORPORATE GOVERNANCE PRACTICES

Company Compliance Status Explanation
Yes Partial No
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
4.5. BOARD COMMITTEES
4.5.1 - Board members serve in only one of the Board's committees. X
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.
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
4.6.4 - The company did not extend any loans to its board directors or executives, nor extended their lending period

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CORPORATE GOVERNANCE PRACTICES

1. SHAREHOLDERS

1.1. Facilitating the Exercise of Shareholders Rights

The number of invasion meetings (conference, seminarists) 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

Line to the PDP announcement that demonstrates the information requested by Principal 1.3.1. (and)

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 of its continuous votes of present three members in the context of Principal 1.3.4

The links to the PDP announcements associated with related party transactions in the context of Article 9 of the Continuingue on Corporate Governance (II-17.1)

The links to the PDP announcements associated with current and continuous transactions in the context of Article 10 of the Continuingue 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 repute of the General Shareholders' Meeting where the donation policy has been approved

The number of the reprints 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

1.5. Minority Rights

Whether the scope of minority rights emerged (in terms of content of the vote) in the articles of the association

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

1.6. Dividend Right

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

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

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

Investor Relations-Profit Distribution Policy
"The resolution of the Board of Directors dated 07 March 2020 and numbered 2020/11, regarding the operating profit for the fiscal year 2024 covering the accounting period between 01 January 2024 and 31 December 2024, was read out, stating that although the Company's consolidated financial statements for the accounting period 01 January 2024 - 31 December 2024, prepared to be made available to the General Code, the capital Markets Law and the Turkish Accounting / Financial Reporting Standards, are audited by SRF Bogunay's Denomin -ve Sarihert Mahesetleri, Mef Müşavrilik A.Ş., resulted in a net profit after tax of TRY 69.419,946 in accordance with the terms of the "Dollars" Act of 1999, and the "Dollars" Act of 2000, and the "Dollars" Act of 2001, and therefore no profit distribution, except for trade, The resolution was put to vote. As a result of the voting, it was resolved unanimously by those present to approve the proposal of the Board of Directors."
Hips://www koip.org.tr/in/Bildirim/1425101

1.7. General Assembly Meetings

General Assembly Meeting The number of institutional corporate governance in the general deaths Demonstrated corporate in the governance of the government deaths Accounting for government deaths of the government government deaths Security by the government deaths of the government government deaths of the government government deaths The number of institutional corporate governance in the government deaths of the government government deaths of the government government deaths
14/04/2020 0 % 83,57 % 1,1 % 62,47 Investor Relations General Accounting 2024

CORPORATE GOVERNANCE PRACTICES

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' (phrases beneficiates) 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 pages in the Annual Report that demonstrate the information on committees formed within the board of directors.

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 significant activities of the corporation and the possible results thereof.

e) 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 related to the resources taken by the corporation in order to avoid from these conflicts of interest.

f) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the costs and benefits of the organization and the public interest.

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

Investor Relations
There is no real person shareholder of more than 5%
Turkish- English
Corporate Governance Practices-Blazements of Independence of Independent Members of the Board of Directors-Duties of the Members of the Board of Directors Outside the Company
---
Administrative Activities-Committees and Working Principles
Corporate Governance Practices-Board of Directors Meetings held within the period
Administrative Activities-Information on Legislative Changes That Can Significantly Affect Company Activities within the Period
---
Administrative Activities-Gases-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
---

3. STANDHOLDERS

3.1. Corporate 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. win/obtaining mechanism).

The contact detail of the company alert mechanism.

3.2. Supporting the Participation of the Stakeholders in the Corporate Management

Name of the section on the corporate website that demonstrates the internal legislation 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 which ownership progresses.

The name of the section on the corporate website that demonstrates the human resource policy covering discrimination and misrepresents 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.

3.4. Ethical Rates 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 entitlement and bribery.

Investor Relations-Policies
49
Board of Directors
https://www.deva.com.tr/tr/bios_clean
Deva Human Resources
---
Pay edindirme plan bulunmuyor (There isn't an employee stock ownership programme)
Our company attaches great importance to creating a working environment which is free from any verbal and physical harassment against race, ethnicity, religion, physical or sexual characteristics, sexual orientation or any other factor prohibited by law. Any behavior of abusive nature that may arise in terms of age, language, race, health, gender and marital status, behaviors arising from sexual harassment acts of justice, physical or behavioral nature are evaluated by the Disciplinary Committee
---
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 interest and mechanisms were established to ensure compliance with related issues.

CORPORATE GOVERNANCE PRACTICES

  1. BOARD OF DIRECTORS-I

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 members) 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 names 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 POP announcement providing the rationale for such combined roles

Link to the POP 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 20% 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

1 2

Corporation of Board of Directors

Office Corporate Corporate Corporate
Personnel Personnel Personnel Personnel
Staff Staff Staff Staff
Hoyt (No)
---
Evet (Yes)

Pittipp Daniel Haas

Pittipp Daniel Haas is authorized to represent and bind the Company with his sole signature.

22

Administrative Activities-Ratio and Evaluation of the Governing Body

Pittipp Daniel Haas

Pittipp Daniel Haas

https://www.kap.org.tr/tr/Bildnint1429019

-

1 person 20%

Corporation of Board of Directors

Office Corporate Corporate Corporate
Personnel Personnel Personnel Personnel
Staff Staff Staff Staff
Hoyt (No)
---
Evet (Yes)

Iapoz (No) 100000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000

1 2

CORPORATE GOVERNANCE PRACTICES

  1. BOARD OF DIRECTORS-II

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

Number of members who have been 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

39

50

Evet (Yes)

1

Name

1

Administrative Activities-Committees and Working Principles

https://www.kap.org.tr/tr/Bildnint686569

http://www.kap.org.tr/tr/Bildnint1474978

Corporation of Board Committees I

Name Of The Board Committees Name Of Committees Defined As Under 18, The Final Session Name (Earnings of Committee Members) Number of members That Do Not Whether Board Member
Donetrin Korelasi (Audit Committee) Cüneyt Derregürey Evet (Yes) Yonetrin kurulu (yes) (Board member)
Donetrin Korelasi (Audit Committee) Mehmet Baş Hayır (No) Yonetrin kurulu (yes) (Board member)
Kurumsal Yönetim Korelasi (Corporate Governance Committee) Cüneyt Derregürey Evet (Yes) Yonetrin kurulu (yes) (Board member)
Kurumsal Yönetim Korelasi (Corporate Governance Committee) Mehmet Baş Hayır (No) Yonetrin kurulu (yes) (Board member)
Kurumsal Yönetim Korelasi (Corporate Governance Committee) Gülsenin Mahmutoglu Hayır (No) Yonetrin kurulu (yes) (Board member)
Rasim Erken Saptanması Korelasi (Committee of Early Detection of Risk) Cüneyt Derregürey Evet (Yes) Yonetrin kurulu (yes) (Board member)
Rasim Erken Saptanması Korelasi (Committee of Early Detection of Risk) Mehmet Baş Hayır (No) Yonetrin kurulu (yes) (Board member)
Rasim Erken Saptanması Korelasi (Committee of Early Detection of Risk) Tuncay Gem Akkuş Hayır (No) Yonetrin kurulu (yes) (Board member)

CORPORATE GOVERNANCE PRACTICES

  1. BOARD OF DIRECTORS (I)

4.5. Board Committees (I)

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 committee-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 remuneration 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)

Administrative Activities-Committees and Working Principles
Administrative Activities-Committees and Working Principles
-
Administrative Activities-Committees and Working Principles
-

Consolidated Financial Statements

Investor Relations-Policies-Board Remuneration Policy

Corporate Governance Practices-Financial Rights provided to the Members of the Board of Directors and Senior Management

Composition of Board Committees (I)

Name(s) of the Board Committee(s) Name of Committee/Service (if any) (if any) (if any) The Recruitment Of The Board (if any) (if any) (if any) The Recruitment Of Individual Directors (if any) (if any) (if any) The Number Of Records Of Records Held in the Board (if any) (if any) (if any) The Number of Records Of Records Held in the Authorities, Authorities, or The Board
Danaim Komiss (Audit Committee) % 100 % 100 10 28
Kurunsul Yonetim Komiss (Corporate Governance Committee) % 67 % 67 8 4
Riskin Erken Saptanmen Komiss (Committee of Early Detection of Risk) % 100 % 67 8 6

img-0.jpeg


SUSTAINABILITY PRINCIPLES

SUSTAINABILITY PRINCIPLES COMPLIANCE REPORT

SUSTAINABILITY PRINCIPLES

As DEVA Holding, we believe that sustainability constitutes a social and even global responsibility that we must collectively embrace towards the world we live in.

Leaving a more livable world for future generations, ensuring energy efficiency, using resources effectively without harming nature, and promoting the widespread adoption of recycling practices are among our primary objectives. Our operations are carried out in compliance with ISO 14001 Environmental Management System standards across all our production facilities and headquarters. In order to achieve sustainable development, our key focus areas include protecting the environment, preserving ecological balance, contributing to the reduction of carbon footprint and emissions — the principal drivers of global warming — and fostering societal awareness through the efficient use of natural resources.

Within the framework of "Compliance with Sustainability Principles" introduced under the Corporate Governance Communiqué of the Capital Markets Board and based on a voluntary compliance approach, a "Sustainability Subcommittee" has been established under the Corporate Governance Committee. The Subcommittee monitors sustainability-related developments in Türkiye and globally, conducts studies to determine corporate policies and procedures, provides opinions and recommendations, and reviews sustainability management, policies, procedures and their effectiveness at least twice a year to ensure that sustainability is guided within the Company in a timely, effective and sound manner, while also contributing to the development of standards.

Within the scope of these efforts, the "2024 Sustainability Report" has been published.

Sustainability Subcommittee

Name Role Position
Mesut Çetin Chairman Chief Financial Officer (CFO)
Doğan Varinloğlu Vice Chairman President, Türkiye and International Markets
Seçil Yüksel Secretary / Member Communication
Aytaç Aysuna Erden Member Legal
Gökhan Kaba Member Procurement
Gülcan Gümüş Member Human Resources and Development
İrfan Çinkaya Member Biotechnology
Mert Uz Member International Markets
Murat Aksoy Member Production Planning & Logistics
Alper Acındı Member Finance
Serkan Varlık Member International Markets
Şerifenur Taşkıran Member Regulatory Affairs
Fatma Yanbasan Turp Member Quality Operations
Gülseren Mahmutoglu Member Investor Relations
Sibel Kayaoğlu Member Occupational Health, Safety and Environment
Suat Cingiler Member Engineering Projects Coordination
Emre Günaydin Member Strategic Planning & Corporate Communications
Sustainability Compliance Report Sustainability
--- --- ---
A. GENENAL PRINCIPLES
A). Strategy, Policy and Goals
A1.1. The prioritized environmental, social and corporate governance (ESG) issues, risks and opportunities have been determined by the Company's Board of Directors. X
A1.2. The ESG policies (Environmental Policy, Energy Policy, Human Rights and Employee Policy etc.) have been created and disclosed to the public by the Company's Board of Directors. X
A2.1. The short and long term targets set within the scope of ESG policies have been disclosed to the public. X
A2. Implementation/Monitoring
A2.1. The responsible committees and/or business units for the implementation of ESG policies and the senior officials related to ESG issues in the Company and their duties have been identified and disclosed to the public. X
A2.2. The activities carried out within the scope of policies by the responsible committee and/or unit have been reported to the Board of Directors at least once a year. X
A2.2. In line with the ESG targets, the implementation and action plans have been formed and disclosed to the public. X
A2.3. The key ESG Performance Indicators (KPI) and the level of reaching these indicators have been disclosed to the public on yearly basis. X
A2.4. The activities for improving the sustainability performance of the business processes or products and services have been disclosed to the public. X
A3. Non-Physical
A3.1. The information about the sustainability performance, targets and actions have been given to annual reports of the Company on understandable, accurate and sufficient manner. X
A3.2. The information about activities which are related to the United Nations (UN) 2000 Sustainable Development Goals have been disclosed to the public. X
A3.3. The lawsuits filed and/or concluded against the Company about ESG issues which are material in terms of ESG policies and/or will significantly affect the Company's activities, have been disclosed to the public. X
A4. Verification
A4.1. The Company's Key ESG Performance metrics have been verified by an independent third party and publicly disclosed. X

SUSTAINABILITY PRINCIPLES COMPLIANCE REPORT

1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1. Explanation Report Information on Publicly Disclosed Information (Page number, many means or interactions)
II. ENVIRONMENTAL PRINCIPLES
III.1. The policies and practices, action plans, environmental management systems (known by the ISO 14001 standard) and programs have been disclosed. X https://www.dnce.com.tr/en/health-safety-and-environmental-policy
III.2. The environmental reports proposed to provide information on environmental management have been disclosed to the public which is travelling the scope, reporting period, reporting date and limitations about the reporting conditions. X It is explained in general terms in the sustainability reports. https://www.dnce.com.tr/en/sustainability-reports
III.3. The environmental targets within the scope of performance incentive systems which included in the rewarding criteria have been disclosed to the public on the basis of stakeholders (such as members of the Board of Directors, managers and employees). X It is explained in general terms in the sustainability reports. https://www.dnce.com.tr/en/sustainability-reports
III.4. How the prioritized environmental issues have been integrated into business objectives and strategies has been disclosed. X It is explained in general terms in the sustainability reports. https://www.dnce.com.tr/en/sustainability-reports
III.5. The way of how environmental issues has been managed and integrated into business objectives and strategies throughout the Company's value chain, including the operational process, suppliers and customers has been disclosed. X https://www.dnce.com.tr/en/sustainability-reports
III.6. Whether the Company have been involved in environmental related organisations and non-governmental organisations' policy making processes and collaborations with these organisations has been disclosed. X We do not have any work regarding to this subject.
III.7. Is the light of environmental indicators (Greenhouse gas emissions (Scope 1 (Direct), Scope 2 (Energy Indirect), Scope 3 (Other Indirect), air quality, energy management, water and wastewater management, waste management, and energy repair) or information on environmental impacts is periodically disclosed to the public in a comparable manner. X It is explained in general terms in the sustainability reports. https://www.dnce.com.tr/en/sustainability-reports
III.8. Details of the standard, protocol, methodology, and baseline year used to collect and calculate data has been disclosed. X https://www.dnce.com.tr/en/sustainability-reports
III.9. The increase or decrease in Company's environmental indicators at all the reporting year has been comparatively disclosed with previous years. X https://www.dnce.com.tr/en/sustainability-reports
III.10. The chart and long-term targets for reducing the environmental impacts have been determined and the progress compared to previous years' targets has been disclosed. X Our work on this issue continues.
III.11. A strategy to combat the climate crisis has been created and the planned actions have been publicly disclosed. X https://www.dnce.com.tr/en/sustainability-reports
III.12. The programs/procedures to prevent or minimize the potential negative impact of products and/or services on the environment have been established and disclosed. X https://www.dnce.com.tr/en/sustainability-reports
III.13. The actions to reduce greenhouse gas emissions of third parties (suppliers, subcontractors, dealers, etc.) have been carried out and disclosed. X We do not have any work regarding to this subject.
III.14. The environmental benefits/gains and cost savings of initiatives/projects that aims reducing environmental impacts have been disclosed. X Our work on this issue continues.

SUSTAINABILITY PRINCIPLES COMPLIANCE REPORT

1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1. Explanation Report Information on Publicly Disclosed Information (Page number, many means or interactions)
III.11. The data related to energy consumption (natural gas, diesel, gasoline, LPE, coal, electricity, heating, cooling, etc.) has been disclosed as Scope 1 and Scope 2. X https://www.dnce.com.tr/en/sustainability-reports
III.12. The information related to production of electricity, heat, steam and cooling as of the reporting year has been disclosed. X We do not have any work regarding to this subject.
III.13. The studies related to increase the use of renewable energy and transition to services carbon electricity have been conducted and disclosed. X We do not have any work regarding to this subject.
III.14. The renewable energy production and usage data has been publicly disclosed. X We do not have any work regarding to this subject.
III.15. The Company conducted projects about energy efficiency and the amount of reduction on energy consumption and emission achieved through those projects have been disclosed. X We do not have any work regarding to this subject.
III.16. The water consumption, the amount, procedures and sources of recycled and discharged water from underground or above ground (if any), have been disclosed. X https://www.dnce.com.tr/en/sustainability-reports
III.17. The information related to whether Company's operations or activities are included in new option pricing system (Emissions Trading System, Cap & Trade or Carbon Tax). X We do not have any work regarding to this subject.
III.18. The information related to accumulated or purchased carbon-coalite within the reporting period has been disclosed. X We do not have any work regarding to this subject.
III.19. A carbon pricing is applied within the Company, the details have been disclosed. X We do not have any work regarding to this subject.
III.10. The platforms where the Company discloses its environmental information have been disclosed. X www.dnce.com.tr
C. SOCIAL PRINCIPLES
C.1. Human Rights and Employee Rights
C1.1. The Institutional Human Rights and Employee Rights Policy has been established in the light of the Universal Declaration of Human Rights, full Conventions caddad by Turkey and other relevant legislation. The policy and the officials that responsible for the implementation of it have been determined and disclosed. X Sustainability Policy - Ethical Principles Procedure https://www.dnce.com.tr/en/policy
C1.2. Considering the effects of supply and value chain, fair conditions, improvement of labor standards, women's employment and inclusion issues (garden, race, religion, language, marital status, ethnic identity, sexual orientation, gender identity, family responsibilities, union activities, political opinion, disability, social and cultural differences, etc., such as non-discrimination) are included in its policy on employee rights. X Ethical Principles Procedure https://www.dnce.com.tr/en/policy
C1.3. The measures taken for the minority rights/equality of opportunity or the area who are sensitive about certain economic, environmental, social factors (law income groups, women, etc.) along the supply chain have been disclosed. X Our work on this issue continues.

SUSTAINABILITY PRINCIPLES COMPLIANCE REPORT

Frequency of Accurate Data Performance Report Information and Fairness Disclosure
CL4. The developments regarding preventive and corrective practices against discrimination, inequality, human rights violations, forced and child labor have been disclosed. X Ethical Principles Procedure https://www.devs.com.tc/en/policy
CL5. Investment in employees' education, development policies, compensation, fringe benefits, right to unionize, work/life balance solutions and talent management are included in the employee rights policy. X Fundamental Rights and Responsibilities Procedure
CL2. The mechanism for employee complaints and resolution of disputes have been established and related solution processes have been determined. X
CL3. The activities carried out within the reporting period which related to ensure employee satisfaction have been disclosed. X Studies on this subject have not been made public.
CL4. The occupational health and safety policies have been established and disclosed. X https://www.devs.com.tc/en/health-safety-and-environmental-policy
CL5. The measures taken for protecting health, preventing occupational accidents and related statistics have been disclosed. X https://www.devs.com.tc/en/sustainability-reports
CL1. The personal data protection and data security policies have been established and disclosed. X https://www.devs.com.tc/tc/bulk
CL4. The ethics policy have been established and disclosed. X https://www.devs.com.tc/en/policy
CL5. The studies related to social investment, social responsibility, financial inclusivity and access to finance have been explained. X We do not have any work regarding to this subject.
CL20. The information meetings and training programs related to ESS policies and practices have been organized for employees. X
CL Subscribers, International Standards and Initiatives
CL1. The customer satisfaction policy regarding the management and resolution of customer complaints has been proposed and disclosed. X Ethical Principles Procedure
CL2. The information about the communication with stakeholders (which stakeholders, subject and frequency) have been disclosed. X https://www.devs.com.tc/en/sustainability-reports
CL3. The international reporting standards that adopted in reporting have been explained. X https://www.devs.com.tc/en/sustainability-reports
CL4. The principles adopted regarding sustainability, the agencies or member international organizations, committees and principles have been disclosed. X https://www.devs.com.tc/en/sustainability-reports
CL5. The improvements have been made and studies have been carried out in order to be included in the Roma Internet sustainability indices and/or international index providers. X Our work on this issue continues.
8. COMPONENTS GOVERNMENT PRINCIPLES
90. The opinions of stakeholders have been sought in the determination of resources and strategies related to sustainability field. X
92. The social responsibility projects, awareness activities and trainings have been carried out to raise awareness about sustainability and its importance. X

img-1.jpeg


INFORMATION FOR THE SHAREHOLDERS

PROFIT DISTRIBUTION TABLE

Contact Details
Address : Haikali Merkez Mah. Basın 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 Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.
Phone : +90 212 366 60 00
Fax : +90 212 366 60 10

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

2025 Performance of DEVA Holding Shares
DEVA Holding's issued capital amounts to TRY 200,019,287.78. The Company's capital is divided into 20,001,928,778 shares, each with a nominal value of 1 kuru.
During the period between January 1, 2025 and December 31, 2025, one lot of DEVA Holding shares traded on Borsa Istanbul (BIST) under the ticker symbol "DEVA" recorded a low of TRY 51.00 and a high of TRY 81.00, and closed the year at TRY 62.70.
The graph below presents the 2025 performance of DEVA Holding shares based on closing prices

img-2.jpeg

PROFIT DISTRIBUTION TABLE

DEVA HOLDING A.Ş.
2025 Profit Distribution Table (TL)
1 Issued Capital 280.019.287.78
2 General Legal Reserve (based on legal records) 40.003.857.56
If privilege exists in profit distribution in accordance with the Articles of Association, information on such privilege 10% of the profit percent to be determined in accordance with the the Articles of Association is distributed to privileged shareholders of A group.
Based on CMB Based on Legal Records (LR)
3 Profit for the Period -02.706.709,00 1.636.273.367,29
4 Taxes (-) -714.281.772,00 0
5 Net Profit for the Period -806.988.481,00 1.636.273.367,29
6 Losses from the Previous Periods (-) 0,00 -1.854.886.761,62
7 General Legal Reserve (-) 0,00 0,00
8 Net Distributable Profit/Loss for the Period -806.988.481,00 -218.613.394,53
9 Donations made within the year (+) 1.397.869,96
10 Net Distributable Profit for the Period with Donations added -805.590.611,04
11 Free Profit to Shareholders 0,00 0,00
-Cash 0,00 0,00
-Without charge
-Total
12 Profit distributed to Privileged Shareholders 0,00 0,00
13 Other Profit Distributed
- To the Members of the Board of Directors 0,00 0,00
- To the Employees
- To persons other than Shareholders
14 Profit distributed to Dividend Shareholders 0,00 0,00
15 Second Profit to Shareholders 0,00 0,00
16 General Legal Reserve 0,00 0,00
17 Statutory Reserves 0,00 0,00
18 Special Reserves 0,00 0,00
19 Extraordinary Reserves 0,00 0,00
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) Free (TL) Rate (%) Amount (TL) Rate (%)
GROSS A 0 0 0 0 0
B 0 9 0 0 0
C 0 9 0 0 0
TOTAL 0 9

Deloitte.

DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. Maslak no1 Plaza Eski Büyükdere Caddesi Maslak Mahallesi No:1 Maslak, Sarıyer 34485 İstanbul, Türkiye

Tel: +90 (212) 366 6000
Fax: +90 (212) 366 6010
www.deloitte.com.tr

Mersis No: 0291001097600016 Ticari Sicil No: 304099

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

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

To the General Assembly of Deva Holding A.Ş.

1) Opinion

As we have audited the full set consolidated financial statements of Deva Holding A.Ş. (“the Company”) and its subsidiaries (“the Group”) for the period between 01/01/2025–31/12/2025, we have also audited the annual report for the same period.

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

2) Basis for Opinion

We conducted our audit in accordance with the Standards on Independent Auditing (“SIA”) which is a part of Turkish Auditing Standards accepted by regulations of the Capital Markets Board and 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 are independent of the Company in accordance with the Code of Ethics for Independent Auditors (including Independence Standards) (“Code of Ethics”) published by the POA, as applicable to audits of financial statements of public interest entities, together with the ethical requirements included in the regulations of the Capital Markets Board and other regulations that are relevant to audits of the financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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

We have presented unqualified opinion for the Group’s full set consolidated financial statements for the period between 01/01/2025–31/12/2025 in our Auditor’s Report dated 9 March 2026.

Deloitte, Deloitte Touche Tohmatsu Limited (“DTTL”), onun küresel üye firma ağı ve ilgili kuruluşlarından bir veya daha fazlasını ifade eder. DTTL üye firmalarının her biri yasal olarak aynı ve bağımsız kuruluşlardır. DTTL müşterilere hizmet sunmamaktadır. Daha fazla bilgi almak için www.deloitte.com/about adresini ziyaret ediniz.

© 2026. Daha fazla bilgi için Deloitte Türkiye (Deloitte Touche Tohmatsu Limited üye şirketi) ile iletişime geçiniz.


Deloitte.

4) Management’s Responsibility for the Annual Report

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

a) Preparing the annual report within the three months following the reporting date and presenting it to the General Assembly,

b) Preparing the annual report with the all respects of the Group’s flow of operations for that year and the Group’s consolidated financial performance accurately, completely, directly and fairly. In this report, the consolidated financial position is assessed in accordance with the consolidated financial statements. The Group’s development and risks that the Group may probably face are also pointed out in this report. The Board of Director’s evaluation on those matters are also stated in this report.

c) The annual report also includes the matters stated below:

  • The significant events occurred in the Group’s activities subsequent to the financial year ends,
  • The Group’s research and development activities,
  • The compensation paid to key management personnel and members of Board of Directors including financial benefits such as salaries, bonuses and premiums, allowances, travelling, accommodation and representation expenses, in cash and kind facilities, insurances 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.


Deloitte.

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

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

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

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Zere Gaye Şentürk
Partner

İstanbul, 6 March 2026

İstanbul, 9 March 2026 (with the amendment on page 6 of the Annual Report)


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

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www.deva.com.tr/en

DEVA Holding