Mr. M. Turgut Yılmaz is the founder and controlling shareholder of GSD Holding, acompany established in 1986 and listed in 1999.  He serves as the Chairmanand Managing Director of GSD Holding since its inception. Under his leadershipthe Group was set up as the first sectoral foreign trade services company in Turkey and rapidly grew to a diversified holding company operating in banking, factoring,leasing, energy and shipping sectors.

Mr. Yılmaz sought to steer the Group into new ventures by successfully divesting itssubsidiary, Tekstilbank to the world’s largest banking group, Industrial and Commercial Bank of China in 2015.   

Mr. Yılmaz began his business career as a young entrepreneur after completing his education in Istanbul High School in german language and the Faculty of Law in Istanbul University. Since early 70s he was engaged in manufacturing of leather, knitted or woven apparels and soon became one of the first large scale Turkish exporters to Europe.  Later on he developed his own transportation andlogistics business aiming at vertical integration in his growing export operations. Over the years he made substantial investments in several other sectors including banking, financial services, hotel management, real estate and shipping. Currently, along with his positions in the board of GSD Holding and its subsidiaries, Mr. Yılmaz is also the Chairman of MTY Delta Denizcilik, his family owned company holding various real estate and equity investment assets.  

He also took an active role in social life and politics and served as the Chairman of Apparel Manufacturers Association of Turkey, Chairman of Rize Sports Club, Director of Turkish Football Association and Director of Motherland Party.

He is interested in modern and classical arts and also a registered collectioner of Seldjuki antiquities. He is a dedicated philanthropist who has constructed school buildings countrywide and donated to the Ministry of Education of Turkey. 

Married with 3 children, M. Turgut Yılmaz is also a Member of the Board of Trustees of GSD Education Foundation and a member of Turkish Industry and Business Association.

After completing his primary, secondary, and high school education in Istanbul, Engin Kam graduated from the English Economics department of Istanbul University in 1997.

Upon his graduation, he began his career as an Assistant Inspector at the Inspection Directorate of Yaşarbank A.Ş in 1997.

As of March 2000, he held various managerial positions in the Inspection Directorate and later on in different branches of Tekstilbank A.Ş.

Since June 2015, Engin Kam has been serving as the General Manager and Board Member of GSD Yatırım Bankası A.Ş., and as of January 2, 2024, he has also been fulfilling the role of Chief Executive Officer and Vice Chairman at GSD Holding A.Ş.

Mr. Yılmaz graduated from Sankt George Austria Lycee in 2010, and then he holds a BSc degree in Shipbuilding and Engineering from the University of Michigan in 2015 and he began his career in GSD Marin. He also holds a master degree from University of London City from Bayes Business School in Maritime, Trade and Finance in the UK. 

Mr. Hakan Yılmaz serves as the Board Member of GSD Marin since 2021 and was also appointed Director in GSD Shipping B.V. in 2018. He is also the Board Member in Dodo Maritime Limited,Cano Maritime Limited, Hako Maritime Limited, Zeyno Maritime Limited, NecoMaritime Limited, Mila Maritime Limited, Lena Maritime Limited, Nehir MaritimeLimited and Nejat Maritime Limited.

He has been also working as the Vice Chairman of the Board at MTY Delta Denizcilik İç ve Dış Ticaret A.Ş.since 2021. He is also a Member of the Board of Trustees of GSD Education Foundation.

İsmail Sühan Özkan graduated from Istanbul University Faculty of Law in 1974. He served as a Director in Anadolu Ajansı (1985-1987) and Turkish Airlines (1996-1999).

Between 1999-2002, he served as a representative in TBMM and as the Vice President at Tekstil Bankası until May 2015. He has been serving in GSD Group as GSD Holding’s Member of the Board of Directors, Member of Corporate Governance Committee, Member of Nomination Committee and Remuneration Committee and also a Member of the Board of Directors and Board of Trustees at GSD Education Foundation. He continues his consultancy career at GSD Faktoring.

Canan Sümer graduated from the Department of Business Administration at the University of Virginia, USA in 2007 and started working in Yapı Kredi Yatırım Menkul Değerler A.Ş. as an analyst in the Research Department. She undertook the same role in UniCredit Menkul Değerler A.Ş. between 2008-2009. Between 2009-2012, she served in Corporate Marketing division of Tekstil Bankası A.Ş. Levent Branch as specialist and assistant director respectively; and moved on to serving as a director in Corporate Marketing division of Tekstil Bankası A.Ş. Head Office. She has been serving as the Deputy General Manager of Marketing Department at GSD Faktoring A.Ş. since June 1st, 2015, and has been appointed as a Member of the Board of Directors of GSD Holding as of August 2018.

He graduated from Istanbul University, Faculty of Business Administration in 1980. Since 1982, Cezmi Öztürk serves as the General Manager and Director at Delta Group companies.

Within GSD Group, he has been a Director at GSD Dış Ticaret (2008-2014) and served as a Director at Tekstil Bankası (2007-2012) and later as a Member of the Audit Committee (2012-2013).

He still serves as a Director at GSD Holding, GSD Yatırım Bankası, GSD Denizcilik Gayrimenkul İnşaat San. ve Tic. and GSD Faktoring. From April 2013 to May 2017, he served as a Director in Cano Maritime Limited, Dodo Maritime Limited, Hako Maritime Limited, Zeyno Maritime Limited and since May 2016, he serves as a Director at Neco Maritime Limited. He has been serving as a Member of the Board of Trustees of GSD Education Foundation and a Member of the Audit Committee since May 2017.

Hegraduated from Ankara University, Faculty of Political Sciences, Department ofFinance and Economics in 1983. He started his career as an Assistant Inspectorat Pamukbank T.A.Ş. in 1985. Between 1991 and 1995, he worked as Deputy CreditMarketing Manager at Izmir Branch of Tekstil Bank A.Ş. He served as BranchManager at Izmir Branch of Koçbank A.Ş. in 1996, Regional Manager at EgebankA.Ş. in 1998, Regional Manager at EGS Bank A.Ş. in 2000, and Branch Manager atTEB Izmir Branch in 2001. Later, he served as Izmir Branch Manager at TekstilBank A.Ş. between 2005 and 2010, and as Deputy General Manager of Credits withinthe General Directorate between 2010 and 2015. He served as Deputy GeneralManager at ICBC Turkey Bank A.Ş. from 2015 to 2020. As of May 2020, he is apartner at the Dorafarma Sağlık Ürünleri Kozmetik Gıda İnşaat Turizm San. veTic Ltd.Şti. As of June 2024, he is an Independent Board Member at GSDDenizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş.

He graduated from Kocaeli University, Faculty of Economics and Administrative Sciences, Department of International Relations in 2006. Aydos, who completed his master's degree in Banking and Finance at Marmara University in 2011, is continuing his doctorate in the same field. He started his career as a Corporate Banking Specialist at Tekstilbank A.Ş. in2007 and later continued as a Credit Allocation Specialist. In 2011, he worked as Credit Risk Management Officer at Bosch Termoteknik A.Ş. for a short time then he continued his career as Country Credit Risk and Treasury Manager at Legrand Elektrik San. A.Ş. In 2016, he served as Country Credit Risk Manager and Finance Manager respectively at ABB Elektrik San.A.Ş. He has been working as Treasury Manager at ABB Elektrik San. A.Ş. since 2022.

Oğuzcanİren was born in Istanbul in 1991. He graduated from St. Georg Austrian High School in 2010 and Istanbul University Faculty of Law in 2015. He wrote his thesis in the field of International Road Transport (CMR) and completed his Master of Laws program at Mef University in 2020. After graduating from Istanbul University Faculty of Law, he completed his legal internship at Erçin Bilgin Bektaşoğlu Law Firm. Then, he started working as a lawyer in the same office in 2016 and currently continues to work as a senior lawyer at Erçin Bilgin Bektaşoğlu Law Firm. His fields of study are mainly, Maritime Law(Dry/Wet Shipping), Ship Financing, Ship Buying and Selling, P&I (Club) Insurance, Cargo Damages, Road Transportation Law, Transportation Insurance, Reinsurance Insurances, Bank Insurance (BBB), Banking Crimes Insurance, Product Liability and Insurances, Loan Financing, International Sale and Purchase of Goods Agreements and Law of Contracts. His native language is Turkish and he speaks English and German at a professional proficiency level. As of June 2024, he is an Independent Board Member at GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş.

Our Company’s Grants and Charity Policy is determined as “Grants and charity assistance are to be provided to GSD Education Foundation and other foundations and charitable associations granted tax exemptions by the Council of Ministers, and wreaths to be sent on various occasions are to be included in the grant procedure."  The upper limit for grants and charities which can be made by the Company in a financial year determine at General Assembly.

Remuneration Policy of the Members of the Board of Directors and Executives

The motion of the Board of Directors of Our Company, on 24 April 2024, within the scope of the Capital Market Board’s Corporate Governance Principles, to be submitted to the information of the shareholders in Our Company’s Ordinary General Assembly Meeting for the year 2023 that “A remuneration policy is to be adopted based on the principles that the practices in connection with the remuneration of the members of the board of directors and the senior executives shall be compatible with our Company’s ethical values, internal balances, personal performances and positions within the scope of the Capital Markets Law and other related legislation and the provisions of the articles of association of our Company by considering the scope and structure of the activities and the targets of our Company and the market conditions and this remuneration policy will be re-evaluated every year by taking into account the regulations of the Capital Markets Board and other related legislation and our Company’s operations and the market conditions.” has been resolved.

According to 2023 Ordinary General Assembly of the Company has resolved on 3 June 2024 that the profit distribution policy of Company for the year 2024 and the subsequent years pursuant to the Corporate Governance Principles is the distribution of profits as bonus shares by means of share capital increases from internal resources through the capitalization of profits, to the extent that the criteria stipulated by the regulatory framework of CMB in relation to share capital increases through bonus issue are met, in order to finance the growth by way of retention of earnings in equity through the accumulation of profits in extraordinary reserves by considering the growth plans, investing activities and existing financial structures of the associated companies and subsidiaries and this policy is to be re-evaluated every year by taking into account the regulations of the Capital Markets Board regarding profit distribution and the liquidity position of the Company.

GSD Holding A.Ş.'s profit distribution policy is based on ''the capital plans of the Capital Markets Board for the purpose of financing the to the extent that it can be met, distribution of bonus shares from internal sources as bonus shares''. Pursuant to Article 16, Paragraph 8 of the Communiqué Serial VII-128.1 of the Capital Markets Board, without prejudice to the legal requirements for capital increase; from the applications for capital increase to be made to the Board with the request of adding the internal resources of the partnerships except for the period profit of the companies whose shares are traded on the stock exchange, to the stock market price below 2 TL as a result of the calculation to be made considering the average of the weighted average prices that occur in the stock market within thirty days before the publicization of the capital increase decision. The applications that will be caused by the Board are not processed.

The registered capital system allows increasing the capitalup to the registered capital ceiling with the decision of the board ofdirectors without the need for a general assembly decision. The registeredcapital ceiling can be exceeded only for once by adding all the internalresources except cash increase to the capital. Though the registered capitalceiling cannot be exceeded by cash increase.

Issued capital is the capital representing sold shares ofpartnering companies with registered capital. The issued capital of GSD Holding A.Ş. is 1 billion TL.

Since the 5-year permit period of the registered capitalceiling of GSD Holding A.Ş. has expired at the end of 2017, the permission fromthe CMB has to be renewed in 2017 and the main contract has been amended tocomply with the Turkish Commercial Code. The registered capital ceiling of thecompany is 1.000.000.000 TL. The registered capital ceiling permit issued bythe CMB is valid for the years 2017-2021 (5 years).

Pursuant to Turkish Commercial Code and CMB legislation, annual report, financial statements, dividend distribution proposal, general assembly agenda, power of attorney form and other documents related to general assembly, general assembly minutes, attendance list, profit distribution table and general assembly meeting material disclosures related to the decisions of the Bank, inin Public Disclosure Platform ”(www.kap.gov.tr), the“ e-GOVERNANCE: Corporate Governance and Investor Relations Portal un of the Central Registry information.