2024 Annual Report

Together, we've shaped 65 years of sustained success.

Reaching such a milestone is no small feat. Behind this figure lies a journey defined by immense dedication and resilience.

Over the decades, navigating the countless challenges, overcoming obstacles, and rising above fierce competition has required more than effort.

It has demanded focused collaboration around shared values.

This success has been made possible through strategic foresight, a clear and consistent vision, and operational excellence.

It meant listening attentively, not only to our customers, but also to our employees, stakeholders, and investors.

Financial performance was a must; but it was never our sole compass; our actions have always been guided by a broader sense of responsibility toward society and the environment.

Regardless of the circumstances, we have always worked side by side to achieve all this.

And year after year, we will continue to strive together with purpose, passion and perseverance.

Contents

Highlights of 2024 ............................................ 6

Doğan Holding in Brief ................................... 8

Our History ......................................................... 9

Summary of Financial Indicators &

Developments ..................................................... 10

Doğan Holding at a Glance ........................... 11

Shareholding Structure ................................... 12

Organisational Structaure .............................. 13

Message from the Honorary Chairman .... 14

Message from the Chairwoman .................. 16

Board of Directors ............................................. 20

Message from the Chief .................................. 22 Executive Officer

Executive Committee ...................................... 26

Senior Management ........................................ 27

Electricity Generation ..................................... 30

Industry and Trade ........................................... 32

Mining .................................................................. 40

Automotive ......................................................... 42

Finance and Investment ................................ 44

Real Estate Investments .................................. 48

Internet & Entertainment ............................... 52

Sustainability Approach ................................. 58

Responsible Investment Perspective ......... 59

Sustainability Principles ................................. 59

Doğan Group's Environmental Policy ....... 66

Doğan Şirketler Grubu Holding A.Ş . ........... 67 Sustainability Principles Compliance Framework and Declaration of Compliance

Group Company Sustainability Projects... 68 and Operations

Our Human Resources Strategy ................. 94

The Doğan Employer Brand ......................... 95

Value Oriented Culture Change Project ... 97

Employee Satisfaction ..................................... 97

Careers at Doğan ............................................... 98

Talent at Doğan ................................................. 99

Development at Doğan ................................... 100

Life at Doğan ...................................................... 103

Doğan Holding's Human ............................... 103 Resources Profile

Our Management Structure .......................... 106

Board of Directors Committees ................... 108

Additional Explanations on the Board ...... 109 of Directors and The Committees

Corporate Governance Principles ............... 111 Compliance Report

Risk Management ............................................. 112

Internal Audit and Control ............................ 114

Investor Relations ............................................. 114

Other Obligatory Disclosures ....................... 116

Audit Committee Resolution ........................ 122

Corporate Governance Committee ............ 123 Resolution

Board of Directors' Statement ....................... 124 of Responsibility for the Approval of the Financial Statements

Board of Directors' Statement ....................... 125 of Responsibility Regarding the Approval of the Annual Report and Corporate Governance Principles Compliance Reports

Independent Audıtor's Report on the ....... 126 Management's Annual Report

Financial Tables ................................................. 128

Galata Wind, a leading Turkish company in the renewable energy sector, is committed to its investment strategy, aiming to achieve an installed capacity of over 1,000 MW by 2030. While the Company's total installed capacity was 269 MW at the beginning of 2022, it increased to 297.2 MW in the reporting period, due to the capacity increase projects of the Taşpınar Hybrid Solar Power Plant and Wind Power Plant.

Galata Wind is successfully achieving its growth strategy, with an 410 MW storage generation pre-licence, strategic domestic investments and global market initiatives. The Company is at the forefront of the renewable energy transformation, and is well on its way to achieving its target of over 1,000 MW capacity by 2030.

As part of the transaction, shares in Doğan Music Company were transferred for EUR 38.3 million and shares in Doğan Burda for USD 4.8 million, resulting in a significant simplification of the portfolio. At the same time, this strategic step was taken to strengthen the financial position and to create the opportunity to focus more strongly on future growth and investment opportunities.

In line with our 2024 strategic growth targets, we have made a significant investment in the mining sector and diversified our portfolio further. In this context, we have made ambitious moves into the sector by acquiring 75% of Gümüştaş Mining for USD 123 million and 75% of Doku Mining for USD 13.5 million.

Operating across a wide geography from Niğde to Bitlis, these companies focus on the production of critical raw materials for green transformation, such as zinc, lead and copper. With these investments, we secure access to strategic resources and make a strong contribution to local economies by increasing employment outside industrial-intensive regions. At the same time, we aim to make a difference in the industry with sustainable mining practices that put environmental and social responsibility at the centre.

Launched in the second half of 2022, Hepiyi Insurance has achieved significant operational and financial success in a relatively short period, largely due to its customer-focused approach and innovative solutions.

By the end of 2024, the Company achieved 3.1% market share in the motor insurance segment, expanded the size of the assets under management to USD 484 million, and strengthened its continuous growth with a net profit of TRY 1,420 million. With a focus on customer satisfaction and the transformation in the sector, Hepiyi Insurance will continue to make a difference with its dynamic structure and innovative services in the coming period.

Doğan Holding operates in a wide range of sectors, including energy, mining, finance, industry, internet & entertainment and automotive; known for its pioneering and innovative identity in every field of activity.

Doğan Holding conducts its operations with a value-oriented approach in line with its long-term growth strategy, closely monitoring emerging technologies and sectoral dynamics.

Doğan Şirketler Grubu Holding A.Ş. was established in 1959 when our Honorary Chairman, Mr. Aydın Doğan, began his business career. The Company laid its foundations in 1961 with the establishment of its first automotive company. Today, Doğan Holding has a strong position in strategically important sectors such as electricity generation, industry and trade, mining, automotive trade and marketing, finance, internet and entertainment, and real estate investments.

Doğan Holding implements long-term and value-oriented investments across all its business sectors, continuously enhancing its existing portfolio and generating innovative solutions. The Group's industrial and commercial activities are not solely focused on achieving commercial success, but also reflect a commitment to supporting economic development and contributing to the benefit of society.

Doğan Holding considers its corporate culture to be as important as its strategic goals, and acts with an innovative and entrepreneurial spirit based on the principles of courage, quality and customer orientation. Doğan Holding demonstrates a sustainable and responsible corporate stance with the strength it derives from its deep-rooted values, as well as a flexible management structure that is open to change, enabling it to rapidly adapt to sectoral needs.

Doğan Holding, a company that has been recognised for its strong and competent human resources, has a significant presence in the Turkish economy. As of 2024, it directly employs 7,498 people, making a substantial contribution to the national economy. Doğan Holding's extensive workforce has a broad impact on individuals across the country, not only through employment opportunities but also by fostering a corporate culture that promotes the professional growth and development of its employees.

Since its foundation 65 years ago, Doğan Holding has evolved beyond its original status as an investment holding company, assuming an active role in Türkiye's economic and social advancement. With its innovative vision and responsible investment approach, Doğan Holding continues to enhance the future value of Türkiye, while maintaining a steady growth trajectory.

The Group continued to grow with investments in the energy sector such as Galata Wind and Aytemiz.

Important steps were taken, such as the establishment of Kanal D and the acquisition of Hürriyet newspaper.

With the establishment of Doğan Investment Bank and Hepiyi Insurance, the Company strengthened its presence in finance and industry with the acquisition of SESA Packaging and Karel.

Summary of Financial Indicators and Developments

In 2024, Doğan Holding generated TRY 84,5 billion revenues, achieving a growth rate of 12% year-over-year. The total asset size of the Company reached TRY 140 billion.

84,493 75,706

2023

2024

Solo Net Cash Position

695

10,740

2023

Net Asset Value

671

2,354

2023

2024

2023

*Excluding Finance and Investments segment

Net Profit / Loss

4,317

3,012

-210

2024

2023

2024

NAV Discount

2,598 59

58

• 2024 2023 2024

Doğan Holding at a Glance

Shareholding Structure

Doğan Holding's shares are held by Doğan Family with 64.1% stake. The remaining 35.9% is publicly traded.

DOHOL Ditaş Doğan Yedek Parça İmalat ve Teknik A.Ş. DITAS Galata Wind Enerji A.Ş.

Karel Elektronik A.Ş.

14.49

37,920.3

15.90

GWIND

1,351.5

33.82 10.20

18,262.8

KAREL

8,220.0

Shares of Doğan Holding and the companies listed, which are subsidiaries and affiliates of Doğan Holding, are traded on Borsa Istanbul (BIST).

Doğan Holding's share price, traded under the ticker 'DOHOL', gained 31% in 2024, in line with the BIST-100 index, which increased by 32%.

Doğan Holding is listed in the BIST Sustainability Index, where it has maintained its position, and in the BIST Dividend Index due to its consistent dividend performance.

Message from the Honorary Chairman

Aydın Doğan Honorary Chairman

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

2024 was a year marked by significant developments, both domestically and on the global stage, in the political and economic landscapes.

The long-term economic programme implemented by Türkiye began to generate positive outcomes in 2024. Our country's current account deficit saw a significant reduction, from USD 40 billion to USD 10 billion.

In response to the high inflation, the Central Bank increased the policy rate to 50% in 2024, maintaining this level until the end of the year. To ensure stability, the Central Bank regularly adjusted market interest rates through additional tightening measures. The tight monetary policy resulted in annual inflation dropping from a peak of 75 percent in May to 44 percent in December and stabilized exchange rates.

As a Holding, we entered the mining sector, in which I have been actively involved for many years. We have also expanded into the insurance sector, where we have successfully operated for several years. This latest venture is being approached with a fresh perspective that aligns with the evolving dynamics of the industry.

As part of the ongoing simplification process in our portfolio, we have decided to exit our Magazine Group and Music Group activities. These have been a long-standing part of our business, and we have enjoyed a successful working relationship with them over many years.

These measures have contributed to the enhancement of our Group's long-term viability.

Local elections in Türkiye and the regime change in neighbouring Syria have introduced a new dimension to the Middle East equation. 2024 was also marked by the election of Donald Trump as President of the United States for a second term.

These developments are of great importance to our country, both politically and strategically, and also have significant economic implications.

The Central Bank's tight monetary policy, the decline in inflation, the real appreciation of the exchange rate and the strengthening of the Central Bank's foreign exchange reserves have led to the rating levels of our country being raised by international credit rating agencies, bringing us closer to the investment grade.

In this context, Doğan Group proceeded with the restructuring of its portfolio in 2024.

As the Doğan Family and Group, we are committed to working diligently towards the development of Türkiye and the prosperity of our nation.

We are dedicated to our mission of adding value to our country, and we are confident that our Group will achieve its goal of steady growth in the period ahead.

On this occasion, I would like to congratulate all my fellow managers and employees and wish them well.

Message from the Chairwoman

Y. Begümhan DOĞAN FARALYALI Chairwoman

Dear Shareholders, Business Partners and Colleagues,

It was a year in which we entered the second century of our Republic. The year we left behind was particularly significant as it marked the 65th anniversary of our Group. We entered 2024 with great motivation to contribute to the future of our country and to prepare our Group for its 70th year, drawing strength from our republican values.

Conflicts between Israel and Palestine continued to escalate. Israel's attacks on Gaza, Lebanon and Syria continued. We sincerely hope that wars, conflicts and tensions around the world will soon be replaced by lasting peace. What our planet and all humanity really needs is to work together to build a better future. We should all devote our strength and energy to the goodness, beauty, comfort and well-being of all living beings.

We maintained our simplified portfolio target

2024 was also a year of intense political elections around the world. Elections took place in more than 50 countries. Presidential and parliamentary elections were held in the US, Russia, Taiwan, the UK, Pakistan and India, which are important countries in terms of population, economic size and influence on the global trade axis. We have started to see the impact of the elections with the re-election of Donald Trump as President in the US, and we will soon be able to see the potential impact of changes in government in other countries on a global scale.

In 2024, global research and forecasts indicate that regional conflicts and geopolitical tensions will increase. In 2024, the continued rise of tensions around the world, particularly in the Middle East, unfortunately confirmed these predictions.

Disinformation, the impact of which we saw in 2024, has moved from a risk to a problem with the potential to increase national and international divisions by weakening social cohesion and trust in governance. While these developments were taking place in our geographical neighbourhood and on the global stage, the economy was on our country's agenda. 2024 was a year of challenges and opportunities for the Turkish economy. While Türkiye excelled in terms of increasing exports and infrastructure projects, it was negatively affected by exchange rates and high inflation. While all this was happening, we also received good news in 2024 thanks to the development of our country's economy. In the first quarter of the year, Fitch Ratings and Standard & Poors raised Türkiye's credit rating from B to B+. Fitch Ratings also raised the rating outlook from stable to positive. The Turkish economy, which grew by 5.3% in the first quarter of the year, was removed from the FATF grey list. These important assessments by global authorities have been very important in reassuring investors.

From the perspective of our Group, we have concluded an eventful year. We have continued to invest in strategic mines and completed the acquisition of a 75% stake in Gümüştaş and Doku Mining. In addition, we have exited some business areas in line with our goal of a simplified portfolio. By completing the sale and transfer of our shares in Doğan Burda and DMC, we have taken another important step in the transformation process of our portfolio structure. This strategic realignment was underpinned by our commitment to digitalisation, streamlining and simplification. We have organised our portfolio into 7 core sectors: electricity generation, industry & trade, mining, automotive, finance & investment, internet & entertainment, and real estate investments.

At Doğan Holding, we are committed to transforming our portfolio structure via simplification, digitalisation and focused approach. We aim to be a value-oriented, pioneering and sustainable investment holding.

Doğan Holding became the first signatory to the Youth Business Compact endorsed by UNICEF

At Doğan Holding, we are committed to the Sustainable Development Goals set by the United Nations for 2030 and UNICEF's vision to support the participation of young people in decision-making processes. In this context, we are proud to be first signatory to the Youth Business Compact endorsed by UNICEF which was prepared by the Youth Leadership Council to represent the voice of all young people and supported by UNICEF, and to pioneer this issue in the business world. We hereby extend an invitation to the private sector to sign the "Youth Principles for Business", which comprises 4 key pillars: meaningful youth engagement, green skills, promotion of sustainability and being responsible to our communities and society. This initiative aims to establish a youth-oriented movement where solutions are co-created and young people are active partners rather than passive observers. At Doğan Group, we firmly believe that the voices of young people are crucial for creating a better world.

In addition to the commitments made with this signature, we will also collaborate with UNICEF by establishing a 'Doğan Holding Youth Advisory Board'. We believe that it is crucial to shift from thinking for young people, to thinking with young people. How can we forge a better future? How can we better serve children, youth and our planet? These are conversations we wish to initiate, design and actualize together. As heirs to the legacy of our Great Leader who famously said, "All my hope is in youth", it is our duty to uphold this sentiment. World Youth Day is an opportunity to celebrate the importance of young people in shaping the future of our world. Hearing the voices of young people, supporting them, and providing them with opportunities are important steps towards creating a better world. transition from thinking for young people to thinking with young people is of the utmost importance. 'How can we build a better future? How can we be more beneficial for children, youth and our world?' We aim to address these questions collaboratively, working to design and realise a better future. This initiative aligns with the values of our ancestors, who placed their trust in the youth of today. World Youth Day is a moment to recognise the pivotal role young people play in shaping our societies and our world. Hearing their voices, supporting their initiatives and providing opportunities is essential for creating a better future.

Dear Stakeholders and dear Colleagues,

Despite the challenges faced in the previous year, we have successfully mitigated the impact of these difficulties through the diversification and balance of our portfolio structure, as well as the substantial financial and human resources of our Group. Our founder, Aydın Doğan, once said, "He who stops falls." This statement has always guided our actions, and with our unwavering belief in the future of our nation, we have continuously worked towards a better tomorrow, drawing strength from our supporters. The success of our projects, which have a tangible impact on society and the future, is a testament to our commitment and the strength of our efforts.

At Doğan Holding, we consider our values of 'Appreciating, acting responsibly and transparently, innovating, embracing with passion and achieving together' to be our guiding principles. We apply these values in our management and investment decisions, and we are deeply committed to these principles. For 65 years, we have continued to work and grow with our understanding of 'Knowing Value, Adding Value.' We are a Group that values collaboration and has a deep understanding of these principles. We recognise the impact of our values and work culture on our achievements, and we are committed to continuing to build on them. We believe that, in addition to financial strength, unshakable values and employee loyalty play a very important role in the success of large Groups like ours. We are pleased with the progress we have made in enhancing our employee loyalty and our culture of achieving together. This commitment is further reinforced by the recognition we have received from prominent authorities, including the Great Place to Work award in 2024 from Great Place to Work Türkiye, and our inclusion in the Best Employers List, thanks to the votes of our employees. This recognition stands as the most significant award for us, as it is a testament to the dedication and loyalty of our workforce.

I firmly believe that, with the support of our employees, we will take our Group to even greater heights and together we will pass on our culture of achievement to new generations.

As you are aware, I will be transitioning out of my role in February 2025, and my sister Hanzade Doğan, the Deputy Chairperson of the Board of Directors of Doğan Holding, will be taking the lead. This is not a farewell, but rather a change in responsibilities. I will remain an active member of the Board of Directors at Doğan Holding, where I will continue to contribute to the development of our nation and our Group. It has been a privilege to lead Doğan Holding for 13 years, and I would like to thank our investors, shareholders, employees and all our stakeholders for their unwavering support during this period. Doğan Group will continue to work in line with our mission to contribute to the planet, the future and society.

Stay with love.