Türkiye Vakıflar Bankası T.A.O. (“VakıfBank” or “Bank”) are bound by the Corporate Governance Principles established by the Banking Legislation, the Capital Market Legislation and the Turkish Commercial Code and relevant regulations and pays maximum attention to the implementation of these principles. VakıfBank embraces the principles of equality, transparency, accountability, righteousness, clarity, and responsibility as stipulated in the Corporate Governance Principles (“Principles”) published by the Capital Markets Board (“CMB”).

In 2025, the Bank conducted its Corporate Governance activities in accordance with the Corporate Governance Principles included in the annex of the Corporate Governance Communiqué No. II-17.1 (the Communiqué), which was published in the Official Gazette No. 28871 on January 3, 2014, and with the CMB’s regulations on this matter. The Bank is in full compliance with the principles that are mandatory for banks under this Communiqué. The principles that are mandatory for banks are: (1.3.1.), (1.3.5.), (1.3.6.), (1.3.9.), (4.2.6.), (4.3.1.), (4.3.2.), (4.3.3.), (4.3.4.), (4.3.5.), (4.3.6.), (4.3.7.), (4.3.8.), (4.5.1.), (4.5.2.), (4.5.3.), (4.5.4.), (4.5.9.), (4.5.10.), (4.5.11.), (4.5.12.), (4.5.13.), (4.6.2.), and (4.6.3.).

Although it is aimed to fully comply with the noncompulsory Corporate Governance Principles, the main principles that have not yet been complied with are stated below and detailed information on the subject is included in the relevant sections. Until today, there has not been any conflict of interest between the stakeholders arising from non-compliance with the principles. Necessary studies are being carried out to comply with noncompulsory principles.

• Regarding principle 1.5.2, the Bank’s Articles of Incorporation do not include a provision for shareholders holding less than one-twentieth of the capital. The exercise of minority rights is subject to the Turkish Commercial Code, the Capital Markets Law, relevant legislation, and the communiqués and decisions of the CMB.
• Regarding principle 4.2.8, damages arising from faults by members of the Board of Directors in the performance of their duties are insured under a Directors and Officers (D&O) liability insurance policy with a USD 50,000,000 limit for the period from May 27, 2025 to May 27, 2026.
• Regarding principle 4.3.9, no target ratio or target date has yet been set for female directors of the VakıfBank Board of Directors. Among the nine board members elected at the 71^st Ordinary General Assembly held on June 6, 2024, there are no female directors, and to date no conflict of interest has arisen among stakeholders regarding the failure to meet the ratio recommended in the advisory Corporate Governance Principle. Efforts to comply with non-mandatory principles are ongoing.
• Regarding principle 4.4.7, no restrictions have been placed on members of the board of directors holding positions outside the Bank. Permission was granted to members of the Bank’s Board of Directors for matters falling within the scope of Articles 395 and 396 of the Turkish Commercial Code, and this matter was presented to shareholders for their information and approval as a separate agenda item at the 71^st Ordinary General Assembly held in 2025.
• Regarding principle 4.5.5, committee members are selected in accordance with the Corporate Governance Principles of the Capital Markets Board of Türkiye and the principles specified by the Banking Regulation and Supervision Agency, and some members of the Board of Directors serve on more than one committee. However, members serving on multiple committees ensure inter-committee communication on related issues and enhance opportunities for collaboration.
• Regarding principle 4.6.1, members of the Board of Directors are re-elected each year at the General Assembly. No specific study has been conducted for performance evaluation at the board level; however, a study to evaluate the performance of Board of Directors members is planned for the coming years.
• Regarding principle 4.6.5, in line with general practices in the banking sector, the remuneration and all benefits provided to Board of Directors and executives with administrative responsibility are not disclosed on an individual basis. The total payments made to members of the board of directors are disclosed at the Ordinary General Assembly and in the Integrated Annual Report. The Corporate Governance Committee, which is responsible for investigating the extent to which corporate governance principles are implemented at the Bank within the framework of the Regulation on Corporate Governance Principles of Banks published by the Banking Regulation and Supervision Agency and the Corporate Governance Communiqué published by the Capital Markets Board of Türkiye, identifying the reasons for non-implementation, determining the negative consequences of incomplete implementation, and recommending corrective measures, convened four times in 2025 with the participation of all its members. The Board of Directors deemed the work carried out by the Corporate Governance Committee in 2025 to be effective, appropriate, sufficient, and compliant with regulations.

Sincerely,