Ziraat Participation acknowledges that successful corporate governance is the essential foundation for generating sustainable added value.

In addition to establishing the foundation for sustainable economic performance, corporate governance additionally defines the framework for ethical and fair competition, and it balances and safeguards the interests of stakeholders. Ziraat Participation establishes its corporate governance model and practices on this foundation, ensuring that all of its activities are conducted in strict adherence to ethical values, honesty, fairness, and professionalism.

The Bank considers these principles as integral components of its corporate governance, which enables it to fulfill its responsibilities to its stakeholders, respect their rights, optimize resource utilization, and ensure the sustainability of its efficient operations and the value it provides to its stakeholders.

Ziraat Participation has developed and implemented corporate governance policies, principles, and practices as part of its commitment to generate long-term value for its shareholders and other stakeholders. The Bank's corporate governance practices stipulate the following:

• Cultivation of risk, compliance, and ethical cultures,
• Development and approval of strategy and target sets, and ensuring their implementation,
• Identification, elimination, and systematic monitoring of potential risks that could impact the business.

The corporate governance framework of Ziraat Participation is structured in accordance with provisions of Banking Law No. 5411 and the regulations set forth by the BRSA. The Bank is committed to consistently upholding these principles and continually improving its relevant practices.

The corporate governance practices at Ziraat Participation are overseen under the guidance and management of the Board of Directors.

The Bank's Board of Directors regularly reviews and updates governance practices to align with the changing legal framework and continuously evolving global and national market conditions, and protects, observes, and represents the interests of shareholders and stakeholders in the best way possible by focusing on transparency. For detailed information about the Board of Directors, please refer to pages 54-55 of the 2023 Annual Report.

Highlights from 2023 Corporate Governance Performance

Number of members in Board of Directors	7
Chairman of the Board of Directors and CEO	Different individuals
Number of Board of Directors meetings	37
Rate of Board of Directors meetings with full attendance	100%
Number of the Committees under the Board of Directors	5 (Credit Committee, Audit Committee, Corporate Governance Committee, Remuneration Committee and Advisory Committee)
Total number of Board of Directors resolutions	296

Committees

The Ziraat Participation Board of Directors established the Credit Committee, Audit Committee, Corporate Governance Committee, and Remuneration Committee to effectively perform their roles and responsibilities. For detailed information regarding the Committee's activities, please refer to page 59 of the 2023 Annual Report.

Internal audit, internal control, compliance and risk management

The activities of internal audit, internal control, compliance, and risk management in Ziraat Participation are conducted under the Audit Committee by the Inspection Board, the Directorate of Internal Control, the Directorate of Compliance, and the Directorate of Risk Management, which operate within the Internal Systems Group.

For detailed information on internal audit, internal control, compliance, and risk management, please refer to pages 66-70 and 73-75 of the 2023 Annual Report.

Commitment to Full Compliance with the Principles of Participation Banking

Ziraat Participation, which operates with the goal of fully complying with the principles of participation banking, conducts its operations adopting a "participation" approach based on sharing in both providing financing to its customers and collecting funds. Participation accounts, which are developed to collect funds, serve as the most fundamental element that distinguishes participation banks from traditional banks. Participation banks collect funds through special current and participation accounts and utilize these funds in compliance with the principles of interest-free finance.

For detailed information about participation banking, please refer to the Get to Know Participation Banking tab on the Ziraat Participation website.

Advisory Committee

In order to ensure effective coordination of compliance with interest-free banking principles and standards at Ziraat Participation, the Advisory Committee and Advisory Committee Coordination Service Management were established. During the reporting period, the Advisory Committee convened 25 meetings and made 75 decisions. For detailed information about the Advisory Committee's activities, please refer to pages 60-61 of the 2023 Annual Report.

Within its governance cycle, Ziraat Participation places emphasis on the perspectives of employees and managers at all levels.

In 2023, the Bank has organized events that have become traditionalized, contributing to the governance power to operate more effectively and in accordance with precisely defined targets.

Strategy Workshop 2023

Mr. Metin Özdemir, the CEO, delivered the opening remarks at the Strategy Workshop 2023 in March. Mr. Özdemir provided his assessments and perspectives on the key focus areas outlined in Ziraat Participation's 2022-2025 Strategy Plan, as well as transformation projects and endeavors to further develop and strengthen the Bank in line with the Ziraat Participation culture.

At the meeting, presentations were also delivered by Group Heads and Deputy General Managers. In the second session of the meeting, working groups were organized with the participation of all participants, and assessments were conducted on the ideas proposed for solution searches based on the specified topics.

During the preparation of this report for publication, the 2nd Strategy Workshop and Assessment Meeting of Ziraat Participation took place in February 2024.

Ziraat Finance Group Vision 2023 Meeting

The traditional ZFG Vision 2023 meeting, which aims to bring together the senior management of the companies operating under the Ziraat Finance Group and foster a synergistic and productive environment for sharing ideas, was held in Antalya on 20-22 November 2023.

The 4th of this traditional organization of the Group was attended by Mr. Alpaslan Çakar, Chairman of the Board of Directors of Ziraat Participation and CEO of Ziraat Bank, Mr. Metin Özdemir, CEO of Ziraat Participation, Board Members, Senior Managers of Ziraat Finance Group, Deputy General Managers, Group Presidents, Department Heads, Headquarters Service Managers, and Branch Managers.

During the meeting, discussions were made regarding ZFG's future objectives and strategies. Mr. Özdemir, who came together with Ziraat Participation managers, also conducted a meeting regarding the Bank's goals and policies.