Dogan Sirketler Grubu Holding A.s.BIST: DOHOL

2023 Annual Report

· Issued by Dogan Sirketler Grubu Holding A.s.

OUR SHARED DREAM OUR SHARED LEGACY THE REPUBLIC

Doğan Holding

2023 Annual Report

Happy Centenary of our Republic!

At the Doğan Group of Companies, we celebrate with pride

and joy the 100th anniversary of our Republic.

Empowered by our 64-year legacy and our commitment to responsible investment, we continue to create value for our nation, our employees, and our stakeholders. Our evolving portfolio is a reflection of our dedication, investing in ventures that benefit both our planet, our country and our group.

As we have done for 64 years, we will continue to work

and innovate in the Republic's second century to add value to our country and society, by upholding the shared Republic values in our hearts and minds.

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HIGHLIGHTS

OF 2023

Galata Wind's capacity reaches 291 MW

Galata Wind, one of the leading renewable energy producers in Türkiye, continued its investments towards achieving its goal of reaching an installed capacity of 550 MW by 2025. Galata Wind's capacity increased from 269 MW at the beginning of 2022 to 291 MW, resulting from projects at the Taşpınar Hybrid Solar Power Plant and the Taşpınar Wind Power Plant. Galata Wind

is taking firm steps towards achieving its goal of reaching a capacity of 550 MW by the end of 2025 with its pre-license for 350 MW warehoused power generation, initiatives abroad, and ongoing investments in Türkiye.

Aytemiz Fuel Oil shares sold for USD 168 million

As part of our efforts to simplify our portfolio, the sale of our Aytemiz shares to Tatneft for USD 168 million was completed on April 26, 2023. This sale significantly simplified our portfolio and further strengthened our cash position.

82.3% of Milpa sold for USD 55 million

As with the sale of Aytemiz, 82.3% of Milpa Ticari ve Sınai Ürünler Pazarlama Sanayi ve Ticaret A.Ş. was sold to the Re-Pie Portföy Yönetimi A.Ş. Secondary Venture Capital Investment Fund, founded by Re-Pie Portfolio Management Inc, for USD 55 million as part of our ongoing efforts to simplify our portfolio.

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Doğan Holding distributed a dividend of

TL 675 million in 2023

Regarding the 2022 profit, in addition to the advance dividend payment of TL 291 million at the end of 2022, another dividend payment of TL 190 million from the profit of the same year was completed in May 2023, and an additional dividend payment of TL 485 million was made in June to share the amount raised from the sale of Aytemiz with investors, bringing the total dividend payments made to shareholders in 2023 to TL 675 million.

Hepiyi Insurance performed excellently in its first year

Commencing operations in the second half of 2022 and completing its first year in 2023, Hepiyi Insurance achieved strong operational and financial performances thanks to the innovative, customer-focused approach it brought to the sector. Hepiyi Insurance had a 1.9% market share in the automobile insurance segment in 2023, managing TL 6 billion in funds and making TL 515 million net profit.

Doğan Trend Automotive revenues reached TL 20.1 billion, recording 212% growth

With its diversified business model and solid brand range, Doğan Trend Automotive revenues reached TL 20.1 billion, with growth of 212% in 2023 thanks to increased interest in the MG brand in particular, while reaching a pre-tax profit of TL 807 million for the same period, making a significant contribution to Doğan Holding's financials.

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CONTENTS

About Us

  • Message from the Honorary Chairman
    12 Doğan Holding in Brief
    14 Financial Indicators
    15 Structure of Doğan Holding
    16 Message from the Chairwoman
    20 Message from the Chief Executive Officer
    26 Board of Directors
    28 Doğan Holding Executive Committee
    29 Doğan Holding Management Team
    30 Shareholding Structure
    31 Stock Performance

Sustainability

104 Sustainability

108 Sustainability Priorities

  1. Sustainability Principles Compliance Framework
  2. Sustainability Projects and Activities of Group Companies

Corporate Social Responsibility

  1. Corporate Social Responsibility
  1. Social Responsibility Activities of Group Companies
  1. Activities After Earthquake

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Corporate Governance

Dividend Distribution

162

Management Structure

196

Dividend Distribution Policy

168

Working Principles of the Board of

198

Dividend Distribution Proposal and

174

Directors Committees

200

Dividend Distribution Statement

Internal Audit and Control

175

Risk Management

178

Corporate Governance Principles

179

Compliance Report

Other Obligatory Disclosures

189

Audit Committee Resolution

190

Corporate Governance Committee Resolution

191

Board of Directors' Statement of Responsibility

192

for the Approval of the Reports

Board of Directors' Resolution on the Approval

of the Reports

Management's Review

34

Highlights of 2023

Occupational Health and Safety

142

Occupational Health and Safety

Operations

Human Resources

54

Electricity Generation

60

Industry and Trade

146

Human Resources

76

Automotive Trade and Marketing

159

Doğan Holding Organizational Chart

  1. Finance and Investment
  1. Real Estate Investments
  1. Internet & Entertainment

Financial Information

202 Convenience Translation of the Consolidated Financial Statements at 1 January - 31 December 2023

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MESSAGE FROM THE HONORARY CHAIRMAN

Doğan Family and Group will continue to work hard for Türkiye's development, and for our nation to attain the level of prosperity it deserves.

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2023 was a turning point in the history of our country. We celebrated the 100th year of our Republic and took the first step into a new century, commemorating the Great Leader Mustafa Kemal Atatürk and his comrades who fought our War of Independence and founded our Republic with mercy, gratitude, and blessings.

2023 was also a challenging year for our country and the world in economic terms. For our country, the most challenging test was undoubtedly the earthquake that deeply shook 10 million residents in 11 of our cities, causing loss of lives and irreparable material damages. As a nation, we mobilized and rushed to support the earthquake victims with one heart. With contributions from our government, local administrations, NGOs, and individuals, Doğan Group took an active role and worked hard to heal the wounds. In Hatay, which suffered the greatest damage, we established a large aid and residential area for earthquake victims to respond to their needs for food, water, and clothing in cooperation with AFAD (Disaster and Emergency Management Directorate). Our Foundation presented the 2023 Aydın Doğan Award to the Antakya Civilizations Choir for their efforts in the earthquake region. May God never let our country suffer such pain again. We continue to work in cooperation to erase all traces of the earthquake.

Our region continues to burn in a circle of fire, posing a serious threat to the world's political and economic stability. The war starting with Russia's invasion of Ukraine has been going on for a long time and there is no sign of peace on the horizon yet.

Meanwhile, in response to the Hamas Organization's terrorist attack, Israel responded in the extreme by invading the whole of Gaza, killing tens of thousands of Palestinian civilians, especially women and children. Many countries, especially Türkiye, are working to stop the war, but these efforts are not yielding positive results due to Israel's rigid stance.

Dear Friends,

As you know, starting in 2019, our Group has been restructuring, changing, and transforming. I am very pleased to see that this transformation has been successful and has obtained the first positive results.

We've made moves to meet the new needs of our country and the world in the fields of technology and renewable energy, both with our existing companies and through new partnerships. Despite our country's economic difficulties, Doğan Holding has achieved a solid growth trend. As a matter of fact, the growth potential of the companies we have acquired through partnerships and acquisitions, as well as those we have

reactivated, gives us great hope for the future. I believe that our growth will accelerate further in the coming period.

The Doğan Family and Group will continue to work hard for Türkiye's development and for our nation to attain the level of prosperity it deserves. We are determined to fulfil our mission to add value to our country.

With these feelings and thoughts, I embrace you all, and wish you health and well-being.

Aydın Doğan

Honorary Chairman

Doğan Holding

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ABOUT US

ABOUT

US

DOĞAN HOLDİNG

// ANNUAL REPORT // 2023

1

Section 1

ABOUT US

Message from the Honorary Chairman

Doğan Holding in Brief

Financial Indicators

Structure of Doğan Holding

Message from the Chairwoman

Message from the Chief Executive Officer

Board of Directors

Doğan Holding Executive Committee

Doğan Holding Management Team

Shareholding Structure

Stock Performance

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ABOUT US

DOĞAN HOLDING

IN BRIEF

Playing an innovative and pioneering role in the energy, industry, financial services, and internet & entertainment sectors, Doğan Holding closely follows all domestic and international developments in these fields.

ABOUT US

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Doğan Group has been adding significant value to the Turkish economy for 64 years. The foundation of Doğan Holding was laid when Honorary Chairman Aydın Doğan registered with the Mecidiyeköy Tax Office in 1959 and established his first company in the automotive sector in 1961.

Today Doğan Group companies, with their innovative approach, play a pioneering role across a wide range of sectors such as electricity generation, industry and trade, automotive trade and marketing, finance and investment, internet & entertainment, and real estate investment.

In the wide region where Doğan Holding operates, it manages its operations efficiently thanks to strategic collaborations with international groups. It is a responsible investment holding that has adopted the principle of value-focused investment and aims to create a positive impact on the world. Aiming for global success with its production and commercial activities, the Group works to be a leader in creating a better future in the regions where it operates by producing long-term solutions, and it is transforming its existing investments with this understanding.

For Doğan Group, its corporate culture is as important as its strategy. With its innovative and entrepreneurial spirit, it has a flexible management structure based on courage and a culture of working together to achieve success. It is open to innovation and adopts the understanding of management focused on customer satisfaction and high quality. Inspired by its values, Doğan Holding continues its sustainable and stable journey by consolidating its characteristics as a value oriented organization

The well-qualified and highly competent workforce of Doğan Group has been the key factor underlying this success. The Group and its subsidiaries directly employed 7,935 people at the end of 2023, and it continues to be an important contributor to national employment.

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ABOUT US

ABOUT US

DOĞAN HOLDİNG // ANNUAL REPORT // 2023

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FINANCIAL

INDICATORS

In 2023, Doğan Holding achieved a real growth of 78%, generating revenue of 52.2 billion TL and reaching a total asset size of 93.4 billion TL.

Summary Statement of Financial Position (TL Million)

2022

2023

Change

STRUCTURE OF

DOĞAN HOLDİNG

Many institutions under the umbrella of Doğan Holding, which have become important brands in Türkiye, provide services in many fields including electricity generation, real estate, investment banking and internet&entertainment sectors.

Current Assets

Fixed Assets

Total Assets

Short-term Liabilities

Long-term Liabilities

Non-controlling Interests

Shareholders' Equity

Total Liabilities

50.650

57.961

14%

33.156

35.457

7%

83.806

93.418

11%

24.910

28.780

16%

8.186

9.341

14%

9.452

6.870

-27%

41.258

48.427

17%

83.806

93.418

11%

Electricity

Generation

Automotive Trade and Marketing

  • GALATA WIND
  • BOYABAT HES
  • ASLANCIK HES
  • DOĞAN TREND OTOMOTİV

Summary Profit or Loss Statement (TL Million)

2022

2023

Change

Revenue

29,606

52,565

78%

Gross Profit

4,913

9,584

95%

Operating Profit

5,458

11,505

111%

Net Profit Attributable to Equity Holders of the Parent Company

232

297

28%

Profitability

2022

2023

Change

Gross Margin

16.6%

18.2%

1.6 yp

EBITDA Margin

18.4%

21.9%

3.5 yp

Net Income Margin

0.8%

0.6%

-0.2 yp

Real Estate Investments

Finance and Investment

Industry and Trade

Internet & Entertainment

• D GAYRİMENKUL

• MARLİN OTELCİLİK

  • MİLTA TURİZM • KANDİLLİ GAYRİMENKUL
    İŞLETMELERİ • M-INVESTMENT 1 LLC

• DOĞAN INVESTMENT BANK

• HEPIYI INSURANCE

• DORUK FAKTORING

• ÖNCÜ VCIT

• KAREL

• DOĞAN DIŞ TİCARET

• DİTAŞ

• KELKİT DOĞAN BESİ

• SESA AMBALAJ

• HEPSİEMLAK

• DOĞAN BURDA

• KANAL D ROMANIA

• DOĞAN YAYINLARI

• DMC & NETD

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MESSAGE FROM THE CHAIRWOMAN

Dear Shareholders, Business Partners and Colleagues,

We are proud to be part of an historical turning point - the 100th year of our Republic, but we also understand our common responsibility. The 100th year of the Republic of Türkiye presents us with the opportunity to reshape our hopes and goals for the future. A century ago, our Great Leader Mustafa Kemal Atatürk built the Republic based on the ideals of democracy, equality, and freedom. Today, we are working to lead our country into a more prosperous, fairer, and livable future by uniting around these values. In the second century of our Republic, it is essential that we unite around these fundamental principles and march into the future, inspired by our history. We will continue to fulfil our responsibilities to promote peace, stability, and prosperity in our region and in the world, and to endeavor to achieve our sustainable development goals.

The year 2023 will be remembered not only for the 100th anniversary of our Republic, but also for the challenges and the obstacles, we overcame. The earthquakes, centered in Kahramanmaraş in February, caused great pain throughout our country. Faced with a disaster that directly affected 15 million people, the whole of Türkiye acted with one heart, joining forces to heal the wounds.

Doğan Holding employees assumed responsibility in the earthquake zone starting from day one, mobilizing to heal the wounds and contribute to the recovery of the region. We allocated 150 million TL in resources, some of which we quickly provided to AFAD to meet urgent needs in the region, and another portion went to projects to improve living conditions.

In addition, we built a container city for the Hatay Metropolitan Municipality. As part of the Aydın Doğan Foundation's project "Powerful Girls, Powerful Future" we launched an Education Mobilization campaign, providing scholarships to 1,000 students in the first

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At Doğan Holding, we see the start of a

new century for our Republic as a renewed commitment to a greener, fairer, and more inclusive future.

phase, which will continue throughout their education. We will continue our efforts to heal the wounds and develop the region, and I believe that together we will build a powerful future there.

Another development marking the year 2023 were the high tensions in Gaza. The war between Hamas and Israel resulted in the death of tens of thousands of people, mostly civilians and even children.

This situation is unacceptable for humanity, and we hope that it will end with lasting peace as soon as possible, along with all the other conflicts in different parts of the world. In fact, we should all realize that what we really need to fight is the global climate crisis that threatens all of humanity, and we should all unite and focus on this struggle.

Despite global developments, the Turkish economy grew 5.9% in the third quarter of 2023, exceeding expectations, and the OECD raised its expectations for 2023 to 4.5% at the end of November, which was one of the positive results of the changed economic management approach following the elections.

At a time when the global system is growing at 3% and the Germany economy, which has a driving role in Europe, is in recession, Türkiye's financial performance has become even more meaningful. To summarize, the

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economic approach adopted in the second half of 2023 helped close the year with cautious optimism. The OECD's projections for Türkiye, anticipating a growth rate of 2.9% in 2024 and 3.2% in 2025, constitute a global sign of cautious optimism for our economy.

Our investments in sustainable business models continued to increase

At Doğan Holding, we see the start of the 100th year of our Republic as a renewed commitment to a greener, fairer, and more inclusive future. On this meaningful anniversary, we are reaffirming our commitment to our founding values and increasing our investments in sustainable business models, innovative technologies, and social benefits.Inspired by our vision to leave a better world for future generations, we are taking firm steps towards a carbon neutral future so as not to exceed the critical threshold for our planet.

We are known as a responsible investment holding that creates sustainable value, and we made significant breakthroughs in 2023, acting by the knowledge that every decision and every step we take has a wide sphere of influence. This understanding always guided us as we exited some sectors in 2023, but also as we made new moves to grow and enter new sectors.

Our transformation according to our "Value Creation Plan" continued even stronger in 2023. After leaving Çelik Halat in 2022, we sold Aytemiz in 2023. On the other hand, we invested in renewable energy and high- tech sectors like Galata Wind, Karel Electronics, and Doğan Trend Automotive that serve sustainability. In addition, Hepiyi Insurance commenced its operations in 2022 and made a difference in its sector in a short period. Doğan Investment Bank and Doğan Factoring increased their regional activities last year. They all contributed significantly to our transformation. In 2023, a reliable property expert in Türkiye, Hepsiemlak, acquired Zingat, the most innovative property website. In addition, we set up our company, 360 Health, to operate in the field of digital health care.

Doğan Holding's goals go beyond protecting our planet and its natural resources. We also seek to further improve them through our "value-focused" investments.

To achieve this goal, we are transforming our range of products, but we are also moving forward to obtain our energy exclusively from renewable sources.

By investing in innovative technologies, we are already shaping a sustainable future. 2030 will be a milestone for us. In the next few years until 2030, Doğan Holding will become carbon neutral to fulfil our responsibility and ensure that we do not exceed the critical threshold for our planet. In addition, we will recover 100% of our water consumption by 2030. Also, we will continue

to increase our sustainability investments and our turnover from sustainable products every year.

We established our Responsible Investment Policy

In 2023, we gave our sustainability practices a corporate identity by creating Doğan Holding Responsible Investment Policy. Covering Doğan Holding and all group companies, this document defines the environmental, social, and governance (ESG) standards that play a determining role in our investment decisions. As part of our Responsible Investment Policy, we transparently share core principles that we are committed to when making such decisions. Our priority is to comply with our Sustainability Policy, which is based on standards that go beyond universal norms, and the principles set out in Doğan Impact Plan.

Our efforts towards responsible investment at Doğan Holding is not limited to preparing and applying this policy. We were among the first holdings in Türkiye to sign the United Nations Principles for Responsible Investment (UNPRI), as drafted by the UN Global Compact and UNEP- Finance Initiative partnership. By signing this initiative, we documented ESG factors that are already integrated into our investment strategies and procedures, and ensured compliance with international standards.

Together with UNICEF, we will deliver the Value Wheel to 5 million children

Another critical step we took in 2023 was our Common Values Movement, which we have been working on for a long time and developing various projects. We started this in 2016 to eliminate society's tendencies towards segregation and polarization by exploring the connection between individual values and universal values, and now our cooperation with UNICEF has brought a new dimension to it. We designed an interactive group game, the "Value Wheel" for two age groups (7-10 and 11-14year-olds). It can be played with friends or family members at school, or in youth or community centers. We signed a protocol to deliver this game to 5 million children over three years. Together with UNICEF, we will work to teach children in Türkiye and abroad the importance of universal values such as love, peace, kindness, freedom, equality, and solidarity, social benefits, and respect. We will contribute to the strengthening of value-oriented societies by helping raise value-oriented individuals.

Dear Shareholders, Business Partners and Colleagues,

We will do all this to be a "good company" rather than "be the best." After all, we know very well that being a "good company" also brings financial success. We move forward with this understanding based on the results we have achieved over the years, which concretely demonstrate this. At the end of 2023, our turnover was TL 52.6 billion. Our operating profit increased 111% compared to 2022, reaching TL 11.5 billion. We will continue our value-oriented investments without slowing down, while prioritizing sustainability.

Everyone at Doğan Holding is working to make our company a good company that benefits the world rather than polluting it, one that creates opportunities and solves problems rather than creating them, that supports kindness, does good, repairs, and heals. All our group companies together will continue to take firm steps on this journey.

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2030 will be a milestone for us. In

the next few years until 2030, Doğan Holding will become carbon neutral to fulfil our responsibility and ensure that we do not exceed the critical threshold for our planet.

Our founder, Aydın Doğan, guides us all with his sayings known to all Doğan Holding employees. I would like to end my words by reminding everyone of two of them: "Success requires determination" and "One must embrace his job to the core". We welcome the new century of our Republic with great hopes and higher goals. We will succeed by always embracing our job to the core and working with determination. We will continue to create sustainable values for our country, and our investors, partners, and employees.

Y. Begümhan DOĞAN FARALYALI

Chairwoman