1Q Interim Activity Report

01.01.2025 - 31.03.2025

Interim Period Activity Report

8 May 2025

Prepared in accordance with the Capital Markets Board's Communiqué on Principles of Financial Reporting in Capital Markets No. II‐14.1

Contents

1. GENERAL INFORMATION 3

2. MANAGEMENT AND PERSONNEL INFORMATION 4

3. FINANCIAL INDICATORS AND ASSESSMENT 7

4. OPERATIONAL HIGHLIGHTS FOR THE PERIOD 8

5. RISKS AND CONTROL MECHANISMS 19

6. CORPORATE GOVERNANCE AND RELATED PARTY TRANSACTIONS 20

7. LEGAL MATTERS AND OTHER ISSUES 21

8. STATEMENT OF RESPONSIBILITY 24

9. FINANCIAL REPORT 25

1. ‌GENERAL INFORMATION

   Trade Name	Doğan Şirketler Grubu Holding A.Ş.
   Date of Incorporation	22 September 1980
   Trade Registry Number	175444
   MERSIS Number	0306005092400010
   Tax Office	Büyük Mükellefler Tax Office
   Tax Number	3060050924
   Paid-in/Issued Capital	2,616,996,091 Turkish Lira
   Authorized Capital	4,000,000,000 Turkish Lira
   Stock Exchange Listed	Borsa İstanbul A.Ş.
   Trading Symbol	DOHOL
   Initial Public Offering Date	21 June 1993
   Address	Burhaniye Mahallesi, Kısıklı Caddesi, No: 65, 34676 Üsküdar/İstanbul
   Corporate Website	https://www.doganholding.com.tr
   E-Mail Address	ir@doganholding.com.tr
   Telephone	0216 556 90 00
   Fax	0216 556 92 00

   1. Significant Developments During the Period
      • Change in the Chairwoman of the Board - 06.01.2025

        Ms. Begümhan Doğan Faralyalı, Chairperson of the Board of Directors of our Company, handed over her position to Ms. Hanzade V. Doğan, Vice Chairperson of the Board, effective as of 1 February 2025. Ms. Begümhan Doğan Faralyalı continues to serve as a Member of the Board of Directors.

      • Our Company's Participation in the Capital Increase of D Investment Bank -25.03.2025

        Our subsidiary D Investment Bank, in which we hold a 90.99909% stake, resolved through its Board of Directors on 25.03.2025 to increase its capital from TL 200 million to TL 1.4 billion.

        While TL 750 million of the increase will be in cash, TL 450 million will be covered through internal resources.

        Our Company will fully exercise its pre‐emptive rights and will participate in the cash capital increase with a contribution of TL 682.5 million.

      • Acquisition of Daiichi Elektronik Shares by Our Subsidiary Öncü Girişim - 02.04.2025 Our subsidiary Öncü Venture Capital Investment Trust Inc. acquired shares representing 25% of the paid‐in capital of Daiichi Elektronik Industry and Trade Inc. for a total consideration of USD 15,000,000. Of these shares, 21% were purchased from Karel Elektronik Industry and Trade Inc., and 4% from Mr. Ömer Tunç Akdeniz.

        The share purchase price was determined based on the Valuation Report dated 18 February 2025, prepared by KPMG Advisory Inc. The share transfer transaction was completed on 2 April 2025.

   2. Shareholding Structure and Capital Information

      Shareholder	Ratio in Capital %	Share in Capital (thousand TL)
      Y. Begümhan Doğan Faralyalı	11.58	303,001
      Arzuhan Yalçındağ	11.52	301,428
      Hanzade V. Doğan Boyner	11.48	300,526
      Vuslat Sabancı	11.48	300,526
      Işıl Doğan	9.51	248,746
      Aydın Doğan	8.57	224,240
      Borsa İstanbul'da İşlem Gören Kısım	35.86	938,528

      1. Subsidiaries and Affiliates

         Doğan Şirketler Grubu Holding A.Ş. ("Doğan Holding," the "Holding" or the "Group") was incorporated and registered in Türkiye on 22 September 1980. The principal activity of the Holding is to invest in various sectors through its affiliates, to support the development of the operations of its subsidiaries and joint ventures, and to provide all types of assistance. Disclosures regarding the subsidiaries and joint ventures are presented in Note 1 -Organization and Nature of Activities of the notes to the consolidated financial statements for the interim period 01.01.2025 - 31.03.2025.

      2. Issued Capital Market Instruments

      Not applicable.

2. ‌MANAGEMENT AND PERSONNEL INFORMATION
   1. Board of Directors

      The Board of Directors table below is valid for the period between January 1 and March 31, 2025.

      Name - Surname	Title	Initial Board Appointment
      Hanzade V. Doğan	Chairperson of the Board	02.08.2004
      Agah Uğur	Vice Chairperson of the Board	20.03.2019
      Y. Begümhan Doğan Faralyalı	Member of the Board	19.07.2011
      Arzuhan Doğan Yalçındağ	Member of the Board	11.08.1997
      Vuslat Doğan Sabancı	Member of the Board	02.08.2004
      Çağlar Göğüş	Executive Member of the Board	12.12.2018
      Ahmet Toksoy	Member of the Board	20.03.2019
      Mehmet Murat Emirdağ	Member of the Board	07.06.2024
      Ali Aydın Pandır	Independent Member of the Board	06.01.2021
      Ali Fuat Erbil	Independent Member of the Board	08.04.2021
      Ayşegül İldeniz	Independent Member of the Board	08.04.2021
      Hüseyin Faik Açıkalın	Independent Member of the Board	30.03.2018

      The members of the Board of Directors elected at the 2024 Ordinary General Assembly Meeting held on April 11, 2025, carried out the distribution of duties based on the resolution adopted on the same date. The current structure of the Board of Directors is provided below:

      Name - Surname	Title	Initial Board Appointment
      Hanzade V. Doğan	Chairperson of the Board	02.08.2004
      Vuslat Doğan Sabancı	Vice Chairperson of the Board	02.08.2004
      Arzuhan Doğan Yalçındağ	Member of the Board	11.08.1997
      Y. Begümhan Doğan Faralyalı	Member of the Board	19.07.2011
      Ahmet Toksoy	Member of the Board	20.03.2019
      Çağlar Göğüş	Executive Member of the Board	12.12.2018
      Mehmet Murat Emirdağ	Member of the Board	07.06.2024
      Tolga Babalı	Member of the Board	11.04.2025
      Ali Aydın Pandır	Independent Member of the Board	06.01.2021
      Ali Fuat Erbil	Independent Member of the Board	08.04.2021
      Ayşegül İldeniz	Independent Member of the Board	08.04.2021
      Murat Talayhan	Independent Member of the Board	11.04.2025

   2. Changes During the Period

      Following the Ordinary General Assembly Meeting of our Company, it was resolved that Ms.

      Hanzade V. Doğan Boyner, who was elected as a Member of the Board of Directors, be

      appointed as the Chairperson of the Board, and Ms. Vuslat Sabancı be appointed as the Vice Chairperson of the Board.

      Board of Directors Committees' Duties Allocation

      The table below represents the allocation of duties among the Board of Directors' Committees and valid for the period between January 1 and March 31, 2025.

      Names of Board Committees

      Full Name of Committee Members

      Committee Chairperson

      Status as a Member of the Board of Directors

      Audit Committee Hüseyin Faik AÇIKALIN Ali Fuat ERBİL	Yes No	Yes Yes
      Ali Fuat ERBİL	Yes	Yes
      Early Detection of Risk Hüseyin Faik AÇIKALIN	No	Yes
      Committee Ahmet TOKSOY	No	Yes
      Bora YALINAY	No	No
      Ayşegül İLDENİZ	Yes	Yes
      Kurumsal Yönetim Komitesi Ali Aydın PANDIR	No	Yes
      Agah UĞUR	No	Yes
      Melda ÖZTOPRAK	No	No

      New Allocation of Duties for the Board of Directors' Committees

      The current structure of the Committees is provided below, based on the resolution adopted by the Board of Directors on April 11, 2025.

      Names of Board Committees

      Full Name of Committee Members

      Committee Chairperson

      Status as a Member of the Board of Directors

      Audit Committee Ali Fuat ERBİL Murat TALAYHAN	Yes No	Yes Yes
      Ali Aydın PANDIR	Yes	Yes
      Early Detection of Risk Committee Ahmet TOKSOY	No	Yes
      Tolga BABALI	No	Yes
      Bora YALINAY	No	No
      Ayşegül İLDENİZ	Yes	Yes
      Corporate Governance Committee Mehmet Murat EMİRDAĞ	No	Yes
      Tolga BABALI	No	Yes
      Melda ÖZTOPRAK	No	No

      Our related material disclosure is available on KAP and our website.

   3. Senior Management

      Name-Surname	Title
      Çağlar Göğüş	Chairman of the Executive Committee, CEO
      Vedat Mungan	Member of the Executive Committee, Head of Strategic Planning and Business Management
      Eren Sarıçoğlu	Member of the Executive Committee, Head of Business Development and Operations
      A. Doğan Yalçındağ	Member of the Executive Committee
      Bora Yalınay	Member of the Executive Committee, CFO
      Şebnem Bezmen	Head of Human Resources
      Tahir Ersoy	Head of Financial Affairs and Tax Management
      Ebru Gül	Head of Financial Reporting, Budgeting, and General Secretariat
      Cengiz Musaoğlu	Head of Risk Management and Internal Audit
      Neslihan Sadıkoğlu	Head of Corporate Communications and Sustainability
      Gündüz Tezmen	Head of Health and Safety
      İrtek Uraz	Head of Business Development and Operations
      Mehmet Yörük	Head of Business Development and Fund Management
      Eda Yüksel*	Chief Legal Counsel

      *Assumed office as of April 14, 2025

   4. Number of Employees and Remuneration Policy Total Number of Employees: As of 31 March 2025, the total number of personnel employed by the subsidiaries and joint ventures included in the Group's consolidated financial statements is 7,352 (of which 7,006 are domestic employees). As of December 31, 2024, the total number of employees was 7,498, of which 7,135 were employed domestically. The number of employees within the Holding itself is 53 (December 31, 2024: 51 employees). Summary of Remuneration Policy: Doğan Holding applies a remuneration system based on market conditions and performance, in line with the principle of "equal pay for equal work." The remuneration and performance criteria are determined and monitored by the Corporate Governance Committee. Board Members and senior executives may receive payments such as attendance fees and bonuses, while the

      remuneration of independent members is determined in a manner that preserves their independence. The remuneration policy is presented to the shareholders at the General Assembly for the sake of transparency and is published on the Company's website.

3. ‌FINANCIAL INDICATORS AND ASSESSMENT
   1. Key Financial Indicators Income Statement Summary:

      Reported (mn TL)	1Q24	1Q25	y/y
      Revenue	24,349	19,039	-22%
      EBITDA	2,220	1,790	-19%
      EBITDA margin	9.1%	9.4%	+0.3pp
      Net Profit/Loss	1,312	-520	n.m
      Holding-only net cash (mn USD)	696	646	-7%

      Balance Sheet Summary:

      Summary Balance Sheet (mn TL)	Independent Audit (Unaudited)	Independent Audit (Unaudited)	Change
      	31.12.2024	31.03.2025
      Current Assets	91,592	92,609	1%
      Non‐Current Assets	62,129	60,978	‐2%
      Total Assets	153,722	153,588	0%
      Current Liabilites	53,750	54,912	2%
      Non‐Current Liabilities	18,483	18,229	‐1%
      Non‐Controlling Interests	11,682	11,565	‐1%
      SH Equity, Parent	69,808	68,882	‐1%
      Total Liabilities	153,722	153,588	0%
      Cash & Marketable Securities*	58,203	56,249	‐3%
      S/T Debt	22,133	21,509	‐3%
      L/T Debt	11,444	10,927	‐5%
      Holding Solo Net Cash	26,043	24,396	‐6%

      *Includes Financials Investments

   2. Financial Analysis

      • Doğan Holding reported 2.5 bn USD NAV, 19.0 bn TL Revenue, 1.8 bn TL EBITDA and 520 mn TL Net Loss as of 1Q 2025.

      • Our NAV is a tad lower vs 2024 year‐end, as majority of our publicly listed assets were negatively impacted from the market volatility throughout the quarter

      • Holding-only cash position almost remained stable at 646 million USD as of 1Q 2025, reflecting our continued strength in liquidity and financial discipline.

      • As per our 2025 guidance, we are progressing in line with expectations across our strategic focus areas:

        • Renewable energy: performance continues to be solid with the kick off of European projects (Germany & Italy) and with the ongoing project development efforts in Turkiye.
        • Mining: Gümüştaş posted a 48% y/y growth in mineral production and 55% EBITDA margin in 1Q25-well above guidance-driven by rising commodity prices.
        • Digital financial services: growth trajectory remains consistent with our targets, Hepiyi Insurance notably outperforming expectations.
      • Dogan Holding reported 19 billion TL revenue, down by 22% vs same period last year. The main reason behind the 5.3 billion TL y/y consolidated revenue decline is Dogan Trend Automotive with 72% y/y drop (c. ‐8.1 billion TL) in revenues due to heavy regulatory environment. The second reason is Karel's 24% y/y decline in revenues (c. ‐1.0 billion TL) due to demand challenges that our key customers experience and limited passthru of the surge in COGS to topline.

      • While prudent opex and cost controls enabled the protection of EBITDA margin, bottom line negatively impacted from inflationary‐accounting repercussions. Compared to 164mn TL net monetary gain recorded in 1Q24, Dogan Holding suffered from 755mn TL net monetary loss, mostly attributable to finance and investments segment for having a robust equity positioning, which resulted in 520 million TL consolidated net loss in 1Q25

      • Doğan Holding outperformed the BIST‐100 Index in 1Q25, delivering 10% return compared to BIST‐100's 2% decline. Foreign institutional investor share rose by 4 pp y/y, reaching 20% in 1Q25.

      • In line with our strategy to expand into high‐value, high‐growth technology‐enabled sectors that are aligned with new trends, we acquired a 25% stake in Daiichi for 15 mn USD in 1Q25 ‐ including 21% from Karel for 12.6 mn USD and 4% from founders-to take a larger share in the fast‐growing automotive cockpit electronics and infotainment technology market and support Karel during a challenging period. Daiichi is a leading provider of touchscreen infotainment systems for vehicles.

      • We made advance payment for the the paid‐in capital increase of D Investment Bank at the amount of c. 20 million USD in 1Q25 to fuel its growth and enhance its position in the financial services sector.

4. ‌OPERATIONAL HIGHLIGHTS FOR THE PERIOD

   Renewable Energy - Galata Wind

   • Galata Wind production capacity unchanged at 297 MW as of March, while European expansion started, with projects in Italy and Germany. In addition, as of early May, we have increased capacity to 348 MW thanks to the addition of 2 sites. Our project development in Turkiye continues uninterrupted.

   • Electricity generation slightly decreased by 4% y/y due to limited wind availability.

   • Market Clearing Price improved by 18% y/y in 1Q25.

   • As majority of COGS fixed, limited electricity production in 1Q25 pressured margins.

     Key Financials Reported (mn TL)	1Q24	1Q25	y/y
     Revenue	670	556	‐17%
     EBITDA	508	395	‐22%
     EBITDA margin	76%	71%	-5pp
     Net Profit	288	134	‐54%

     Mining - Gümüştaş Mining

   • Gümüştaş posted a 48% y/y growth in mineral production and 55% EBITDA margin in 1Q25-well above guidance-driven by rising commodity prices.

   • 7 mn USD of the 90 mn USD CAPEX guidance for 2025-2027 was executed in 1Q25, with a strong focus on underground development to ensure long-term production continuity. These investments will be utilized for both mineral processing facility capacity upgrades and exploration of research licenses.

   • Ongoing resource verification, expected to be completed during the summer, will guide future mine planning and support the company's long‐term growth strategy.

     Key Financials Proforma* (mn TL)	1Q25
     Revenue	749
     EBITDA	409
     EBITDA margin	55%
     Net Profit	201

     *Gumustas Mining started to be consolidated as of 4Q24, hence y/y comparison of financials cannot be presented

     Digital Financial Services - Hepiyi Insurance

   • AUM increased from 238 mn USD in 1Q24 to 533 mn USD in 1Q25, fueled by the company's advanced pricing algorithms and effective AI integration-solidifying Hepiyi's position as a tech-driven leader in the insurance sector. During the same period, Hepiyi's share in the motor own damage market rose from 1.9% in 1Q24 to 4.3% in 1Q25.

   • New regulations introduced in early 2025 reduced the cap on traffic insurance premiums from five to four times the company's equity, limiting the issuance capacity in the segment. Nevertheless, revenues increased by 96%, driven by strong momentum in all segments.

   • Exceptional cost/revenue performance-well below sector levels-continued to be a key driver of strong net profitability (cost to revenue: 2.5% vs 6.7% of sector average)

     Key Financials Reported (mn TL)	1Q24	1Q25	y/y
     Revenue	3,341	6,537	96%
     Net Profit	198	504	155%

     Electronics, Technology & Industry - Karel

   • 1Q25 revenues amounted to 3,275 mn TL, while EBITDA 139 mn TL; net loss was at 352 mn TL.

   • Renewed long-term contracts with major telecommunication companies-featuring price increases- will be effective as of April 1st and expected to improve profitability in the corporate projects segment.

   • Organizational streamlining and efficiency programs are expected to ease working capital pressure and improve cost efficiency for electronic card manufacturing.

   • 12.6 mn USD cash injection from the Daiichi stake sale is expected to support liquidity.

     Key Financials Reported (mn TL)	1Q24	1Q25	y/y
     Revenue	4,306	3,275	‐24%
     EBITDA	348	139	‐60%
     EBITDA margin	8%	4%	-4pp
     Net Loss	‐154	‐352	n.m

     Electronics, Technology & Industry- Sesa Packaging

   • Share of exports rose to 56% in 1Q25, reflecting the company's strategic shift towards international markets amid intensified domestic competition.
   • Premium product sales continued to grow, now accounting for 31% of total revenues in 1Q25 vs 27% in the same period last year. On the other hand, the mis‐match between TL inflation and EUR‐TL developments impacted the operational profitability negatively, as TL denominated operational expenses increased in line with TL inflation, while pricing of exported goods remained flattish.

   • With no major capex needs beyond ongoing efficiency projects, given majority of capex finalized in the previos years. Focus remains on profitable growth and export‐led performance.

     Key Financials Reported (mn TL)	1Q24	1Q25	y/y
     Revenue	1,162	970	‐17%
     EBITDA	181	81	‐55%
     EBITDA margin	16%	8%	-8pp
     Net Loss	‐3.6	‐0.3	n.m

     Electronics, Technology & Industry - Ditaş

   • Despite a sharp decline in vehicle production at key OEM customers, Ditaş generated positive EBITDA in 1Q25, supported by high‐margin semi‐finished exports and operational efficiency measures.

   • Aftermarket recovery gained traction with the introduction of fixed pricing and

     margin-focused cost control, leading to strong order intake across key markets.

   • Profitability improved through pricing revisions in previously underperforming products, reflecting stronger aftermarket positioning and disciplined commercial strategy.

     Key Financials Reported (mn TL)	1Q24	1Q25	y/y
     Revenue	516	413	‐20%
     EBITDA	‐7	2	n.m
     EBITDA margin	n.m	0.5%	n.m
     Net Loss	‐47	‐96	n.m

     Automotive & Mobility - Doğan Trend

   • Additional 10% tax on Chinese imports introduced at the end of 2024 and the increased localization requirements limited Special Consumption Tax benefits, impacting passenger car sales in 1Q25 negatively. As a reminder, since December 2024, the minimum local production rate required for vehicles to qualify for the SCT exemption has been increased from 20% to 40%.

   • Cash flow was supported by momentum in second‐hand vehicle sales, thanks to trade-in campaigns. Acceleration in rental fleet sales expected to contribute in the second half.

   • Motorcycle production started in İzmir.

   Key Financials Reported (mn TL)	1Q24	1Q25	y/y
   Revenue	11,197	3,083	‐72%
   EBITDA	174	‐322	n.m
   EBITDA margin	2%	n.m	n.m
   Net Loss	‐317	‐388	22%

   1. Management Assessment

      We started 2025 with solid operational progress across our strategic focus areas, despite persistent macroeconomic headwinds and regulatory shifts. As Doğan Holding, we continued to stay agile and focused, creating long‐term value through disciplined capital allocation and a clear growth roadmap.

      In the first quarter, Galata Wind took further step toward international expansion by progressing with its renewable energy investments in Europe, particularly in Italy and Germany. These strategic moves strengthen our green energy footprint and position us for long‐term sustainable and profitable growth in the region.

      We also made notable headway in the mining sector with Gümüştaş delivering a strong margin performance and initiating the investment cycle under our USD 90 million CAPEX plan for three years. We are proud and optimistic in Gumustas' investments to unlock further value from its research licenses.

      In digital financial services, Hepiyi Insurance outperformed expectations, expanding its market share and maintaining sector‐leading cost efficiency. Currently, Hepiyi's market share in Motor Own Damage sector reached 4.3% in 1Q25 vs 1.9% same period last year.

      We also reinforced our presence in next‐generation automotive technologies through the acquisition of a 25% stake in Daiichi, a leading provider of touch‐screen infotainment systems. This move not only strengthens our position in a high‐margin, fast‐growing segment but also supports the financial restructuring efforts of our industrial subsidiary, Karel.

      Additionally, we have increased D Investment Bank's paid‐in capital to accelerate its growth trajectory and deepen our presence in the financial services sector.

      Our NAV remained resilient in the face of market volatility, while our NAV discount was reduced from 59% to 55% in the first quarter. In addition, thanks to continuous focus on value‐generation and relentless dedication to corporate governance practices, the share of institutional investors in our free float increased by 10pp y/y, and the share of foreign institutional investors has gone up by 4pp y/y, reaching 20%. Furthermore, with a newly approved share buyback program and dividend payout, we reaffirm our commitment to delivering sustainable shareholder returns.

      We remain focused on growing our core businesses, scaling capital‐efficient platforms, smart‐utilization of our strong net cash position and simplifying our portfolio-always with the goal of building value for all stakeholders and for NAV development.

      Çağlar Göğüş CEO
   2. Field of Activity and Sectoral Position

      Doğan Holding operates in various sectors including electricity generation, mining, financing and investment, industry and trade, automotive trade and marketing, internet and entertainment, and real estate investments.

   3. Investments and Projects

      As our Company operates under a holding structure, it does not engage in direct investment activities. However, certain investment activities are carried out by some of our subsidiaries and affiliates.

   4. Sales and Marketing Activities

      As our Company operates under a holding structure, it does not engage in direct sales and marketing activities. Nevertheless, some of our subsidiaries and affiliates carry out sales and marketing activities within the scope of their respective fields of operation.

   5. Significant Developments and Announcements

      Developments during the period 01.01.2025 - 31.03.2025:

      • 02.01.2025: The Company's General Information Form was updated, and a material event disclosure was made regarding Directors and Officers (D&O) Liability Insurance.
      • 06.01.2025: The role distribution of the Board of Directors was publicly announced.
      • 29.01.2025: A shareholding notification was published by the Central Securities Depository (MKK) due to a trading ban imposed by the Capital Markets Board (CMB).
      • 03.02.2025: The Company's General Information Form was updated.
      • 10.02.2025:

        • Changes in the members of the Corporate Governance Committee were disclosed.

        • A change in the Investor Relations Director was announced.

        • The Company's General Information Form was published.

      • 28.02.2025: The release date of the 2024 year‐end results was announced.
      • 05.03.2025:

        • The 2024 Consolidated Financial Statements and the Statement of Responsibility were published.

        • The Investor Information Note regarding the 2024 Financial Results was released.

        • Forward‐looking expectations for 2025 were published.

        • The Participation Finance Principles Information Form was released.

      • 10.03.2025:

        • The 2024 Annual Report and the Statement of Responsibility were disclosed.

        • The 2024 Sustainability Principles Compliance Report was published.

        • The Corporate Governance Information Form and Corporate Governance Compliance Report (2024) were released.

        • A material event disclosure was made regarding Galata Wind's solar power investment in Germany.

      • 20.03.2025:

        • An invitation to the Ordinary General Assembly Meeting was issued.

        • The Board of Directors' Dividend Distribution Proposal to be submitted for General Assembly approval was published.

        • The Disclosure Policy, Share Buyback Program, and Donation & Aid Policy, all to be submitted for General Assembly approval, were published.

      • 21.03.2025: A Share Trading Notification was published on the Public Disclosure Platform (KAP).
      • 24.03.2025:

        • Independent Board Member candidates were publicly announced.

        • The Company's General Information Form was updated.

      • 25.03.2025: It was announced that the Company participated in the capital increase of its subsidiary D Investment Bank.
   6. Material Events and Announcements After the Interim Activity Period
      • Regarding the Termination of the Share Buy-Back Program - 02.04.2025

        The "Share Buy-Back Program", which was approved by our shareholders at the Ordinary General Assembly Meeting of our Company dated 30.03.2022 and entered into force for 3 (three) years, has expired as of 30.03.2025.

        During the period when the "Share Buy-Back Program" was in effect; 14,377,000 shares of our Company, representing 0.5494% of our Company's capital, were bought back for a total of 190,909,492 TL, and these purchases were made at a minimum price of 10.48 TL, a maximum price of 15.89 TL and an average price of 13.2788 TL. Our Company's resources were used to finance the shares bought back. Information regarding the transactions carried out within the scope of the "Share Buy-Back Program" was presented to our shareholders at the first general assembly of our Company.

        Additionally; the total number of shares bought back, including the shares bought back in previous periods, is 41,279,838 (share in the paid‐in capital: 1.5774%).

      • Regarding the Launch of the New "Share Buy-back Program"- 02.04.2025

        Our Company's Board of Directors has decided;

        ‐ To initiate a new "Share Buy-back Program" in order to contribute to the formation of healthy and stable prices in our Company's stock market within the framework of the Capital Markets Board's Decision numbered i‐SPK.22.9 (dated 19.03.2025 and numbered 16/531);

        ‐ To determine the maximum number of shares that can be bought back within the scope of the "Share Buy-back Program" as 50,000,000 and the maximum amount of funds that can be used to cover from our Company's resources as 1,000,000,000 TL,

        ‐ To terminate the "Share Buy-back Program" after the maximum number of shares that can be bought back or the maximum amount of funds that can be used is reached; in any case, until the general assembly meeting where the results of the 2025 activity period will be discussed,

        ‐ To present the "Share Buy-back Program" and the purchases made within the scope of this program to our shareholders at the general assembly meeting of our Company.

      • Regarding the Acquisition of Daiichi Elektronik Shares by our Subsidiary Öncü Girişim - 02.04.2025

        Our company's subsidiary, Öncü Girişim Sermayesi Yatırım Ortaklığı A.Ş. (Öncü Private Equity), has entered into a Share Transfer Agreement with Karel Elektronik Sanayi ve Ticaret Anonim Şirketi (Karel Elektronik) and Ömer Tunç AKDENİZ regarding the acquisition and transfer of shares in Daiichi Elektronik Sanayi ve Ticaret Anonim Şirketi (Daiichi Elektronik). The details of the transaction are as follows:

        ‐ Shares representing 21% of Daiichi Elektronik's paid‐in capital were acquired from Karel Elektronik for 12,600,000 USD (at a price of 15 USD per share).

        ‐ Shares representing 4% of Daiichi Elektronik's paid‐in capital were acquired from Ömer Tunç AKDENİZ for 2,400,000 USD (at a price of 15 USD per share).

        In total, shares representing 25% of Daiichi Elektronik's paid‐in capital were acquired for a total of 15,000,000 million USD (at a price of 15 USD per share).

        As of 02.04.2025, the transfer of Daiichi Elektronik shares has been completed. The purchase price of the shares was determined based on the Valuation Report dated 18.02.2025, prepared by KPMG Yönetim Danışmanlığı A.Ş.

      • The Appointment of the Independent Audit Firm - 03.04.2025

        It has been decided to assign DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. and to submit this assignment for the approval of the General Assembly with the positive opinion of our Company's Audit Committee;

        ‐ To audit our Company's financial reports for the 2025 accounting period in accordance with the principles determined based on the Turkish Commercial Code No. 6102, the Capital Markets Law No. 6362 and the Decree Law No. 660 and the secondary legislation provisions in force in this context and

        ‐ To perform the assurance audit activities of other selected information related to sustainability, including the assurance audit for the sustainability reports for the years 2024 and 2025 to be prepared in accordance with the Turkish Sustainability Reporting Standards published by the Public Oversight, Accounting and Auditing Standards Authority.

      • Ordinary General Assembly Meeting Results Notification - 12.04.2025

        Our Company's Ordinary General Assembly for the fiscal period January 1, 2024 -December 31, 2024 was held on April 11, 2025 at 10:00 at the company's headquarter located at the address of Burhaniye Mahallesi, Kısıklı Caddesi, No:65, 34676, Üsküdar, İstanbul.

        The Ordinary General Assembly Meeting Minutes containing the decisions taken and the List of Attendees can be accessed on our Corporate Website.

        In addition, information and documents regarding the Ordinary General Assembly Meeting Results Notification can be accessed on our Corporate Website at https://www.doganholding.com.tr.

      • 2024 Ordinary General Assembly Profit Distribution Result - 12.04.2025

        1. According to the Legal Accounting Records (Statutory Records) kept for the fiscal period 01.01.2024 ‐ 31.12.2024 in accordance with the Tax Legislation, as a result of the inflation adjustment of the balance sheet dated 31.12.2024, a Net Period Loss of 1,516,792,180.90 Turkish Lira has been recorded.

        2. According to the accounting records of the consolidated financial statements kept in accordance with the Capital Markets Legislation for the fiscal period 01.01.2024 ‐31.12.2024, a Net Distributable Period Profit Including Donations of 4,200,292,101.49 Turkish Lira has been recorded.

           In this regard; these issues were approved by our shareholders at the General Assembly.

           1. To base the profit distribution on the Statutory Records for the fiscal period 01.01.2024 ‐ 31.12.2024,,

           2. To distribute a 'cash dividend' of gross 800,000,000 Turkish Lira (net 680,000,000 Turkish Lira), corresponding to 30.57% gross and 25.98% net of the Issued Capital,

           3. To commence the profit distribution no later than September 30, 2025,

           4. To cover the proposed distribution amount from the "Net Profit for the Period" account in the records kept in accordance with the Capital Markets Legislation and from the "Extraordinary Reserves" account in the Statutory Records.

      • Update of "Donation and Aid Policy" - 12.04.2025

        'Donation and Aid Policy', accepted by our Company's Board of Directors, was approved by our shareholders at our Company's Ordinary General Assembly Meeting dated April 11, 2025 and entered into force. The details of the relevant policy are accessible through the Public Disclosure Platform (PDP) and our website.

      • Update of "Disclosure Policy" - 12.04.2025

        'Disclosure Policy', which was accepted and put into effect by our Company's Board of Directors, was presented to the shareholders at our Company's Ordinary General Assembly Meeting held on April 11, 2025. The details of the relevant policy are accessible through the Public Disclosure Platform (PDP) and our website.

      • Regarding the Distribution of Duties of the Board of Directors - 14.04.2025

        At the Ordinary General Assembly Meeting of our company, it was decided to appoint;

        ‐ Ms. Hanzade V. DOĞAN BOYNER as the Chairwoman of the Board of Directors and

        ‐ Ms. Vuslat SABANCI as the Deputy Chairwoman of the Board of Directors.

        Furthermore; the CVs of Mr. Tolga BABALI and Mr. Murat TALAYHAN, who were elected to the board of directors for the first time at the Ordinary General Assembly Meeting of our Company held on 11.04.2025 will be presented at https://www.doganholding.com.tr/.

      • Regarding the Board of Directors Committees - 21.04.2025

        It has been decided that the chairman/chairwoman and members of the Committees established within the Board of Directors will be determined as follows:

        Audit Committee

        Ali Fuat ERBİL (Chairman) Murat TALAYHAN (Member)

        Early Detection of Risk Committee

        Ali Aydın PANDIR (Chairman) Ahmet TOKSOY (Member) Tolga BABALI (Member)

        Bora YALINAY (Member)

        Corporate Governance Committee Ayşegül İLDENİZ (Chairwoman) Mehmet Murat EMİRDAĞ (Member) Tolga BABALI (Member)

        Melda ÖZTOPRAK (Member)

        The Corporate Governance Committee shall also undertake the responsibilities of 'Nomination Committee' and 'Compensation Committee'.

      • Incorporation of a New Company - 22.04.2025

        The establishment of Değer Finansal Danışmanlık A.Ş., in which our company has a 100% share in the capital, with an initial capital of 1,200,000 Turkish Liras, was registered by the Istanbul Trade Registry Office on 22.04.2025.

      • Participation in the Capital Increase of Ditaş A.Ş. - 25.04.2025

        In relation to the Board of Directors decision on 25/04/2025 regarding the cash capital increase of our Company's subsidiary Ditaş Doğan Yedek Parça İmalat ve Teknik A.Ş.

        (Ditaş A.Ş.) from TRY 85,000,000 to TRY 255,000,000, the following resolutions have been made:

        ‐Our Company shall exercise its pre‐emptive rights in full.

        ‐Our Company shall ensure that any remaining shares, after the sale of shares through the utilization of existing shareholders' pre‐emptive rights, are purchased in accordance with the methods specified in the regulations.

        ‐The advance capital payment of TRY 114,343,440 which was made by our Company, in cash, to be netted off with the capital injection debt that should result from the abovementioned capital increase and to be utilized in Ditaş A.Ş.'s operations.

      • JCR - Credit Rating - 30.04.2025

        JCR Eurasia Rating has reviewed our company's credit ratings and has maintained the Long‐Term National Rating as "AAA (tr)/Stable Outlook", which represents the highest level of investment grade.

        The Long‐Term International Foreign Currency and Long‐Term International Local Currency Ratings have been kept unchanged as "BB/Stable Outlook".

      • Galata Wind's capacity expansion through addition of Mersin WPP and Taşpınar Hybrid SPP - 05.05.2025

        Our 70% subsidiary Galata Wind Enerji A.Ş. has completed all procedures and construction works related to the additional capacity investments at 2 different sites: in Mersin and Taşpınar.

        Accordingly, following the Ministry approvals, Mersin Wind Power Plant became operational as of May 3rd, 2025, and Phase 2 of the Taşpınar Hybrid Solar Power Plant as of May 1st, 2025.

        With these two strategic additions, Galata Wind's total installed electricity generation capacity has increased to 347.9 MW vs 297.2 MW at the end of 2024 - on track with the company's mid‐term target of exceeding 1.000MW capacity.

      • Announcement Regarding Karel's Contract Renewal with Key Customer - 07.05.2025 Our 40% subsidiary Karel Elektronik has renewed its Regional Solution Partnership Service Agreement with Turkcell İletişim Hizmetleri A.Ş., Superonline İletişim Hizmetleri A.Ş., and Kule Hizmet ve İşletmecilik A.Ş. The agreement covers malfunction response, maintenance‐repair, and installation services across a total of 57 provinces and is effective as of April 1, 2025. The agreement is based on semi‐annual price adjustments and our revenue expectation over the 3‐year‐term‐contract will be approximately 20 billion TL.
5. ‌RISKS AND CONTROL MECHANISMS

   Our company manages the risks it may encounter while conducting its activities in line with the principles of sustainability and efficiency through a proactive approach. In this context, we address our risk management processes under four main categories: financial, operational, compliance, and strategic risks.

   1. Strategic Risks

      Strategic risks encompass structural risks that could hinder our company's achievement of its long‐term objectives. Changes in market conditions, competitive environment, technological developments, and economic factors are among these risks. The management of strategic risks is carried out in an integrated manner with our company's strategic planning processes and is reviewed regularly.

   2. Financial Risks

      Financial risks include factors that could affect our company's financial performance and liquidity. Exchange rate fluctuations, changes in interest rates, volatility in commodity prices, and counterparty risks are evaluated within this scope. These risks are monitored regularly and managed using appropriate financial instruments when necessary. Moreover, to ensure that financial risks remain within defined limits, monitoring and management activities are conducted both at the company level and on a consolidated basis through various financial indicators.

   3. Operational Risks

      Operational risks cover risks arising from internal processes, people, systems, or external events that the company may encounter during its daily operations. These risks include information technology risks, human resource management risks, and disruptions in processes. Standard approaches are implemented to identify, measure, and manage operational risks, and actual and potential loss data related to operational risks are collected.

   4. Compliance Risks

      Compliance risks involve the risks our company may face if it fails to comply with legal regulations and internal policies and procedures. The management of these risks is ensured through close monitoring of regulatory changes, the effectiveness of internal control systems, and regular audits. Effective management of compliance risks is of great importance for protecting our company's reputation and fulfilling its legal obligations.

      Our company continuously improves its risk management processes and ensures alignment with international standards. In doing so, the effective management of risks and the achievement of our company's sustainable growth objectives are secured.

      5.3 Internal Control and Risk Management

      In the first quarter of 2025, the Internal Audit unit operating under the Internal Audit, Risk Management, and Compliance Vice Presidency of Doğan Holding continued to evaluate the effectiveness of the risk management, control, and governance processes of the group companies. In line with the annual audit plan approved by the Board of Directors, an audit was conducted and the relevant reports were prepared. The Audit Committee held two meetings during the period to oversee the effectiveness of the audit processes. The Committee for Early Risk Detection held a meeting during the relevant period.

6. ‌CORPORATE GOVERNANCE AND RELATED PARTY TRANSACTIONS
   1. Statement of Compliance with Corporate Governance Principles

      The Corporate Governance Compliance Report for the 2024 fiscal year, prepared in accordance with the Capital Markets Board's Decision dated 10 January 2019 and numbered 2/49, and approved by the Board of Directors of Doğan Holding, was published on the Public Disclosure Platform (PDP) on 10 March 2025. In addition, developments regarding corporate governance practices during the period were disclosed to the public via update notifications made through the relevant section on PDP.

      There were no changes in compliance with corporate governance principles during the first quarter of 2025.

   2. Related Party Transactions

      Transactions with related parties are disclosed in Note 20 - Related Party Disclosures of the notes to the consolidated financial statements for the interim accounting period between 01.01.2025 and 31.03.2025."

   3. Summary of the Affiliation Report (If Applicable)

      Not applicable.

   4. Corporate Governance Activities During the Period

      The Corporate Governance Committee held three meetings during the period within the scope of its duties and responsibilities, aiming to enhance compliance with corporate governance principles, improve management processes, and ensure the effective management of stakeholder relations. In addition, the Committee closely monitored processes related to shareholder relations, public disclosure activities, and the management of stakeholder expectations.

7. ‌LEGAL MATTERS AND OTHER ISSUES
   1. Legal Proceedings and Lawsuits

      The provisions set aside for lawsuits filed against the Group and related compensations are disclosed in the notes to the consolidated financial statements for the interim period ended 31 March 2025, under Note 12 - Provisions, Contingent Assets and Liabilities / (a) Lawsuits.

   2. Dividend Distribution Policy and Expectations

      1. According to the Legal Accounting Records (Statutory Records) kept for the fiscal period 01.01.2024 ‐ 31.12.2024 in accordance with the Tax Legislation, as a result of the inflation adjustment of the balance sheet dated 31.12.2024, a Net Period Loss of 1,516,792,180.90 Turkish Lira has been recorded.

      2. According to the accounting records of the consolidated financial statements kept in accordance with the Capital Markets Legislation for the fiscal period 01.01.2024 ‐ 31.12.2024, a Net Distributable Period Profit Including Donations of 4,200,292,101.49 Turkish Lira has been recorded.

         In this regard; these issues were approved by our shareholders at the General Assembly.

         1. To base the profit distribution on the Statutory Records for the fiscal period 01.01.2024 ‐31.12.2024,,

         2. To distribute a 'cash dividend' of gross 800,000,000 Turkish Lira (net 680,000,000 Turkish Lira), corresponding to 30.57% gross and 25.98% net of the Issued Capital,

         3. To commence the profit distribution no later than September 30, 2025,

         4. To cover the proposed distribution amount from the "Net Profit for the Period" account in the records kept in accordance with the Capital Markets Legislation and from the "Extraordinary Reserves" account in the Statutory Records.

      
      
      
   3. Share Buy-Back Program

      The "Share Buyback Program" adopted by our Company's Board of Directors was approved by our shareholders at the Ordinary General Assembly Meeting held on April 11, 2025. The details of the program are available on the Public Disclosure Platform (KAP) and our corporate website. In summary, a new share buyback program was approved with a maximum allocation of TRY 1.5 billion and a buyback limit of 100 million shares, valid for a maximum period of three years from the date of the General Assembly. The purpose of the program is to support the stable formation of the share price.

      A summary of the share buybacks conducted in 2025 is provided below, and the details of each transaction were disclosed on the Public Disclosure Platform (PDP) on the respective transaction dates:

      Date	Amount Bought (Lot)	Average Price (TL)	Average Price (USD)	Amount Bought (TL)	Amount Bought (USD)	Share in Capital
      21.03.2025	275,000	13.62	0.36	3,746,188	98,974	0.01%
      26.03.2025	760,000	14.91	0.39	11,330,232	298,725	0.03%
      28.03.2025	240,000	15.72	0.42	3,772,560	99,894	0.01%
      02.04.2025	235,000	15.72	0.42	3,804,204	100,492	0.01%
      03.04.2025	602,000	16.19	0.43	9,645,605	254,745	0.02%
      04.04.2025	695,500	16.40	0.43	11,404,330	301,331	0.03%
      07.04.2025	1,155,000	16.46	0.43	19,012,455	501,211	0.04%
      11.04.2025	355,615	16.51	0.44	5,870,421	154,863	0.01%
      2025 Ytd Total	4,318,115	15.88	0.42	68,585,995	1,810,235	0.17%

      Total since

      initiation

      44,322,953

      1.69%

1. ‌STATEMENT OF RESPONSIBILITY

   DOĞAN ŞİRKETLER GRUBU HOLDİNG A.Ş.

   BOARD OF DIRECTORS' RESOLUTION REGARDING THE APPROVAL OF THE FINANCIAL STATEMENTS AND THE ACTIVITY REPORT

   RESOLUTION DATE: 08.05.2025 RESOLUTION NUMBER: 2025/21

   STATEMENT OF RESPONSIBILITY PURSUANT TO ARTICLE 9 OF SECTION TWO OF THE COMMUNIQUÉ II-14.1 OF THE CAPITAL MARKETS BOARD

   The unaudited Consolidated Financial Statements of Doğan Şirketler Grubu Holding A.Ş. for the interim accounting period between 01.01.2025 and 31.03.2025, prepared in accordance with the presentation principles set forth in the Capital Markets Board's Communiqué No. II‐14.1 "Principles Regarding Financial Reporting in Capital Markets," and in compliance with the Turkish Accounting Standards and Turkish Financial Reporting Standards ("TFRS") issued by the Public Oversight, Accounting and Auditing Standards Authority (KGK), based on Article 9(b) of Decree Law No. 660, and the 2024 TFRS Taxonomy as determined and publicly announced by KGK's decision dated 03.07.2024, as well as the unaudited Activity Report for the same period, have been reviewed by us. Within the scope of the information we possess in line with our duties and responsibilities:

   • To the best of our knowledge, the Consolidated Financial Statements and the Activity Report do not contain any material misstatement or omission that could cause them to be misleading as of the date the disclosure was made,

   • The Consolidated Financial Statements, prepared in accordance with the prevailing Financial Reporting Standards, fairly reflect the Company's assets, liabilities, profit and loss, and financial position, and the Activity Report fairly reflects the Company's business development, performance, and financial position, along with the material risks and uncertainties it faces,

   have been determined.

   Ali Fuat ERBİL Murat TALAYHAN

   Chairman of the Audit Committee Member of the Audit Committee

   Bora YALINAY Ebru GÜL

   CFO and Executive Committee Vice President of Financial Reporting and

   Member Responsible for Financial Affairs Budget Analysis

2. ‌FINANCIAL REPORT

CONVENIENCE TRANSLATION INTO ENGLISH OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ORIGINALLY ISSUED IN TURKISH

DOĞAN ŞİRKETLER GRUBU HOLDİNG A.Ş.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AT 1 JANUARY - 31 MARCH 2025

The condensed consolidated financial statements as of and for the period ended 31 March 2025 have been approved by the Board of Directors on 8 May 2025.

Attributable to Equity Holders of the Parent Company

Gain/(Loss) Per Share Attributable

to Equity Holders of the Parent Company

(519,766) 1,312,372

18 (0.2017) 0.5081