İŞ GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.

Board/Management Information • Mar 12, 2024

Prof. Oğuz Cem Çelik Independent Board Member Candidate

Having graduated in 1987 from Istanbul Technical University, Faculty of Civil Engineering, Department of Civil Engineering, Prof. Dr. Oğuz Cem Çelik received his MSc degree in 1990 and PhD degree in 1996 from the same university. Between 2001-2003, he was a postdoctoral researcher at the State University of New York (SUNY) at Buffalo, NY on structural earthquake engineering. Having worked as a Research Assistant between 1989-1996, Assistant Professor between 1997-2001, and Associate Professor between 2001-2010 at Istanbul Technical University, Mr. Çelik also worked as a Visiting Professor at Istanbul Bilgi University between 2010-2017 and at Beijing University of Technology between 2019-2021 Mr. Çelik continues teaching full-time as a Lecturer at Istanbul Technical University, Faculty of Architecture, Structural & Earthquake Engineering, and has been serving as a member of the "New Structural Technologies Board" within the scope of the Turkish National Risk Shield Model since March 2023. Mr. Çelik has been serving as a Board Member at İş REIC since March 23, 2022 and is also the Chairman of the Corporate Governance Committee. Mr. Çelik has no other duties within the Group other than his Board Membership at İş REIC.

Mr. İlkay Arıkan Independent Board Member Candidate

Mr. Arıkan graduated from Hacettepe University, Department of Public Administration in 1987 and received his Executive MBA degree from The Wharton School, University of Pennsylvania in 1998. Between 1989 and 2001, he worked in the Supervisory Department of the Capital Markets Board of Turkey and was appointed as a Supervisor in 1992 with a thesis on the establishment of futures exchanges in Turkey. During his tenure, Mr. Arıkan was mainly involved in the supervision and regulation of financial institutions. Between 2001 and 2021, Mr. Arıkan worked at the Turkish Capital Markets Association (TSPB), where he served as the Manager of the Investigation and Legal Affairs Department between 2001 and 2002, as the Assistant Secretary General responsible for the Investigation and Legal Affairs and Administrative and Financial Affairs Departments between 2002 and 2004, and as the Secretary General of TSPB between 2004 and 2021. In 2004, he coordinated the establishment of Vadeli İşlemler ve Opsiyon Borsası A.Ş. in 2004, Gelişen İşletmeler Piyasaları A.Ş. in 2005, Birleşik İpotek Finansmanı A.Ş. in 2019, the establishment of the National Rating Company (Ulusal Derecelendirme Şirketi) in 2019. Mr. Arıkan coordinated the transformation of ISE into Borsa Istanbul A.Ş. in 2013, and the transformation process of TSPAKB into TSPB in 2014. He also took part in the reform of the tax regime of capital market instruments in the Income Tax Law in 2005 and the Istanbul Finance Center since the first preparatory meetings in 2007. Mr. Arıkan was a member of the Board of Directors and Vice Chairman of the Board of Directors of Merkezi Kayıt Kuruluşu A.Ş. between 2004-2006 and Sermaye Piyasası Lisanslama Sicil ve Eğitim Kuruluşu A.Ş. between 2011-2021, and served as a member of the TOBB Capital Markets Sector Council between 2006-2021 and as a member of the Tax Council between 2004-2021. The General Assembly meetings of the International Organization of Securities Commissions (IOSCO), the International Council of Securities Associations (ICSA), and the Asia Securities Forum (ASF), of which TSPB has been a member, were held in Istanbul under the coordination of Mr. Arıkan in 2012, 2010, and 2019, respectively. Mr. Arıkan has still works at Aktio Danışmanlık, where he is a Founding Partner. Mr. Arıkan has been serving as a Board Member at İş REIC since March 23, 2022 and is also the Chairman of the Supervisory Committee and a member of the Corporate Governance Committee. On 27.04.2022, Mr. Arıkan was elected as an Independent Board Member at Global Menkul Değerler A.Ş. and he holds no other titles within the group other than his Board Membership at İş REIC.

Mr. Mehmet Gökpınar Independent Board Member Candidate

Mr. Mehmet Gökpınar graduated from Ankara University, Faculty of Political Sciences, Department of Public Administration in 1985. Mr. Gökpınar served as a member of the Diyarbakır Administrative Court between 1992-1995, Manisa Administrative Court between 1995-1997 and Aydın Administrative Court between 1997-2000, and as President of Muğla Administrative Court between 2000-2005 and Edirne Regional Administrative Court between 2005-2014 and served as an Alternate Member of the High Council of Judges and Prosecutors for 1 year since 2014. Mr. Gökpınar, who has been serving as a Member of the 6th Chamber of the Council of State since 15.12.2014, will retire as of 15.03.2024.

Declaration of Interest By Independent Board Members Candidates

To: Chairman of the Board of Directors of İş Gayrimenkul Yatırım Ortaklığı A.Ş.

Owing to my candidacy for a seat as an Independent Board Member at your Company's ("the Company") General Assembly Meeting, I hereby declare:

a) Neither I, nor my spouse, nor any relative of mine whether by blood or by marriage unto the second degree, have, within the most recent five years, entered into any employment relationship in an executive capacity involving major duties and responsibilities, collectively or individually held more than 5% of the capital or voting rights or privileged shares in, or established any commercial interest of a significant nature, with the Company, or with any companies in which the Company has management control or material influence, and with any shareholders having management control or material influence over the Company, or with any corporate entity which are controlled by these shareholders;

b) Within the most recent five years, I have neither been a shareholder controlling 5% or higher share, or an employee in an executive position involving major duties and responsibilities nor a board member, in any company from/to which the Company purchases/sells significant amount of services or products under the agreements made during such time when services or products were purchased or sold, and particularly in companies involved in the Company's auditing, rating, or consulting;

c) I possess the professional education, knowledge and experience for due performance of the duties I will assume in connection with being an independent board member;

d) If elected, I shall not work on fulltime basis at any public institution or organization during my term of office, apart from serving as a faculty member, provided that the same does not contradict with the legislation governing such institution;

e) I am a resident of Turkey for the purposes of the Income Tax Law;

f) I possess the ethical standards and professional repute and experience sufficient to enable me to make a positive contribution to the Company's affairs, to maintain my impartiality in any conflicts of interest that may arise between the Company and its shareholders, and to come to decisions freely taking into consideration all stakeholders' rights;

g) I am capable of devoting sufficient amount of time to follow-up the conduct of the Company's activities and to fully satisfy the requirements of the duties I will be undertaking;

h) I have not served as a member on the Company's Board of Directors for more than six years within the most recent ten years;

i) I am not serving as an independent board member in more than three of the companies in which the Company, or shareholders having management control over the Company, have management control, or in more than f ive companies, in the aggregate, traded on the stock exchange;

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

Prof. Oğuz Cem Çelik İlkay Arıkan Mehmet Gökpınar