Independent Board Policy

Türkiye Sigorta A.Ş Independent Board Member Candidate Evaluation and Determination Policy

PURPOSE

This policy has been established to set out the principles and criteria for evaluating the independence of Türkiye Sigorta A.Ş. Independent Board Member candidates and determining the independent board members. With this policy, Türkiye Sigorta A.Ş. (“Company”) supports an independent decision-making process in compliance with the highest corporate governance standards and for the benefit of the Company and its stakeholders.

1. INDEPENDENT BOARD MEMBER CRITERIA

The Nomination Committee considers the following criteria when evaluating the independence of the independent board member candidate:

Whether the member has close personal or business relations with senior executives or major shareholders of Türkiye Sigorta.

Whether the member's independence is affected if the member has served on the Board of Directors for a long period of time.

Whether the member is involved in material transcations with Türkiye Sigorta.

The criteria for independent members have been determined within the scope of Article 4.3.6 in the annex of the Corporate Governance Communiqué.

2. PREPERATION AND APPPOINTMENT OF INDEPENDENT MEMBER CANDIDATE LIST

The Nomination Committee evaluates the independent member candidate proposals by taking into consideration whether the candidates fulfill the above-mentioned criteria or not and submits a report to the Board of Directors for approval.

The Board of Directors prepares the list of independent member candidates within the scope of the report prepared by the Nomination Committee and sends it to the Capital Markets Board together with the Nomination Committee report and the Board of Directors' resolution at least 60 days before the general assembly meeting.

If the Capital Markets Board has a negative opinion about the list as a result of its evaluation, it notifies the company within 30 days. The person about whom a negative opinion is expressed cannot be presented to the general assembly as an independent member candidate.

The appointment of an independent member of the board of directors is made by a resolution of the general assembly.

3. DESCRIPTION

The Board of Directors will disclose the independence status of each member in the annual report of Türkiye Sigorta and specify the criteria used in the assesment. Any relationship that may affect a member’s independence will be clearly stated and if a member has a reason to remain independent, this reason will be explained.

4. ADDITIONAL CONSIDERATIONS

Independent board members shall not accept consultancy or advisory fees from Türkiye Sigorta or its subsidiaries. They shall only receive remuneration if approved by the General Assembly in accordance with the Company’s Remuneration Policy. Additionally, independent members must not have any financial interest that could influence their decisions or lead to a conflict of interest.

5. REVIEW AND REASSESSMENT

The independence status of the Board members is reviewed annually in accordance with the criteria set forth in this policy.

If a situation arises that eliminates a member’s independence, the independent member must immediately notify the Board of Directors with a written explanation. Additionally, the independent member must simultaneously submit a written notification, including the rationale, to the Capital Markets Board.

A Board member who loses independence is required to resign. To restore the minimum number of independent board members, the Nomination Committee evaluates potential candidates for the vacant independent board position and submits its assessment in writing to the Board of Directors until the next General Assembly meeting. The Board of Directors selects an independent member from the candidates identified in the Nomination Committee's report.

Within 30 days of the independent board member's resignation, the Board of Directors submits the candidate list, prepared in accordance with the Nomination Committee’s report, to the Capital Markets Board. If the Capital Markets Board expresses a negative opinion regarding any candidate, it must notify the company within 20 days. Any candidate for whom a negative opinion is issued cannot be appointed as an independent board member.

The appointed independent board members serve until the next General Assembly meeting. In cases where an independent board member resigns or becomes unable to fulfill their duties, the provisions of this section shall apply.

6. ENFORCEMENT

This policy was approved by the Board of Directors of Türkiye Sigorta A.Ş. on 03.03.2025 with decision number 18 and entered into force. When necessary, the policy may be amended by the decision of the Board of Directors.