KARSAN OTOMOTİV SANAYİİ VE TİCARET A.Ş
CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORTa. Corporate Governance Compliance Statement
In accordance with the decision of the Capital Markets Board (CMB) dated January 10, 2019,
numbered 2/49, and the Corporate Governance Communiqué numbered CMB II-17.1, theformat for companies obligated to prepare the Corporate Governance Compliance Report has
been established. Our company has prepared the Corporate Governance Compliance Report(URF) and the Corporate Governance Information Form (KYBF) for the period of January 1,
2022, to December 31, 2022, following the specified format. These reports have been publishedon the Public Disclosure Platform. These notifications can be accessed via the
https://www.kap.org.tr/tr/Bildirim/1121405 and https://www.kap.org.tr/tr/Bildirim/1121404
links.
According to the Capital Markets Board's decision dated June 23, 2022, numbered 34/977, andthe Corporate Governance Communiqué No. II-17.1, partnerships whose shares are traded in
the Main Market, Star Market, and Sub-Market of the Stock Exchange are required to makedisclosures within the framework of sustainability principles compliance. These disclosures
should follow the format specified in the Public Disclosure Platform (KAP) and the CMB
Principle Decision.

For the reporting year 2022, to be submitted in 2023, companies are obligated to announce theirsustainability reports using the "Sustainability Report" template under the "Material Situation
Disclosure Submission" menu in the KAP-BIY application. The notification can be accessed
via the https://www.kap.org.tr/tr/Bildirim/1121406 link.

b. Relations with Shareholders
i. Activities of the Investor Relations Department
In our company, the Investor Relations Department continues to work directly under the Deputy
General Manager of Financial Affairs and Finance. The report prepared on the activities carriedout was submitted to the Board of Directors on 20 January 2023.
Investor
RelationsAppellation
Department

License Type

Investor
RelationsManager,
Evren Uçak Corporate
GovernanceCommittee
MemberCapital Markets Activities Level 3 License(License
No:208176),
Corporate
Governance Rating License (License No:
702477), Credit Rating License (License
No: 603366), Derivative Instruments
License (License No: 308811), Housing
Appraisal License (License No: 917036)

Seda
Uludağ

Investor
Relations
Specialist-

The Investor Relations Department is committed to delivering precise, up-to-date, andconsistent information to both current and prospective investors, aiming to enhance theCompany's visibility and reputation. Its primary objective is to minimize the Company's capital
expenses by adhering to Corporate Governance Principles while fostering effective
communication between the Board of Directors and participants in the capital market. The
Department responds promptly to shareholders' questions and information requests, except for
confidential and trade secret information, and by coordinating with the relevant units within thecompany.
The Company's Disclosure Policy provides that all capital market participants should be treatedequally in the exercise of the right to information and review; It is based on the principles thatthe explanations are made simultaneously and with the same content. The Company

immediately makes public statements through the Public Disclosure Platform in case ofdevelopments that will affect the exercise of shareholders' rights; and information sharing
within the scope of publicly disclosed content. Information and disclosures are currently
available for investors on the Company's website.
Investor Relations Unit Contact Information:
Phone No.: 224 484 21 80
Fax No: 224 484 21 69
Email: yatirimciiliskileri@karsan.com.tr
ii. General Assembly Meetings
During the specified period, the Ordinary General Meeting of the Company for the year 2021
was conducted in compliance with legal requirements. The meeting notice, including the date,venue, and agenda, was published in the Turkish Trade Registry Gazette, the Electronic General
Assembly System (EGKS) of the Capital Markets Board (CMB), the Public Disclosure
Platform (KAP), and the official website of the Company (www.karsan.com.tr). The
notification was made at least three weeks before the meeting date.

In accordance with the mandatory provisions of the Corporate Governance Principles, theGeneral Assembly Information Document was prepared as required by Article 1.3.1.
Additionally, the Company fulfilled its obligations by publishing the necessary notifications,explanations, and the General Assembly meeting announcement in compliance with relevant
legislation. These documents were made available to the public through the Public Disclosure
Platform (KAP), the Company's official website, and the Electronic General Assembly Systemof the Capital Markets Board (CMB).
The Ordinary General Assembly of the Company took place on April 21, 2022, at theCompany's headquarters situated in Hasanağa Organized Industrial Zone, Sanayi Caddesi
16225 Nilüfer / BURSA. The meeting was conducted in compliance with the applicablelegislation, the Company's articles of association, and other internal regulations. The General
Assembly was open for both physical attendance and electronic participation through theElectronic General Assembly System (EGKS). The meeting achieved a quorum of 65.6%,
ensuring the validity of the decisions made during the session.

c. Structure and Activities of the Board of Directors
Members of the Board of Position - Executive / Non-Executive /Directors
Independent Member
Inan Kirac

Chairman of the Board of Directors - NonExecutive

Giancarlo Boschetti

Vice Chairman of the Board of Directors Non-Executive

Okan BasManaging Director Aza - Executive

Member of the Board of Directors - NonFatma Fusun Akkal Bozok Executive
Mehmet Altan Sungar

Member of the Board of Directors - NonExecutive

Muhsin Mengütürk

Member of the Board of Directors - NonExecutive

Nevzat Tufekcioglu

Board Member - Independent

Müfit Ataseven

Board Member - Independent

Ahmet Nezih Olcay

Board Member - Independent

The CVs of the Board Members and the CEO and the duties taken by the Board Members
outside the Company are explained in Annex / 1 with the distinction between within the groupand outside the group. In addition, the declarations of independence of our Independent Board
Members are included in Annex / 2.
In accordance with the provisions of the Corporate Governance Communiqué, the duties of theNomination Committee are carried out by the Corporate Governance Committee. Nevzat
Tüfekçioğlu, Müfit Ataseven and Ahmet Nezih Olcay were nominated as independent

candidates for the Board of Directors and the report on whether the candidates prepared in thisdirection meet the independence criteria was submitted to the Board of Directors on 20 January
2022. In accordance with the Board of Directors' decision dated January 20, 2022 and numbered
2022/1, Nevzat Tüfekçioğlu, Müfit Ataseven and Ahmet Nezih Olcay were notified to theCapital Markets Board (CMB) on February 14, 2022 to be considered as Independent Board of
Directors candidates and a positive opinion letter was sent by the CMB on February 25, 2022.
After the CMB eligibility, the independent member candidate list was announced in the KAP
on 23 March 2022 together with the announcement of the general assembly meeting to bepresented to the General Assembly, and the CVs of the member candidates were publishedthrough the General Assembly Information document. At the Ordinary General Assembly of
our Company held on 21 April 2022, Nevzat Tüfekçioğlu, Müfit Ataseven and Ahmet Nezih
Olcay were elected as Independent Board Members.
The Board of Directors convened 11 times in 2022 and a total of 27 decisions were taken atthese meetings. Members largely attended the meetings. Attendance and the call to the meetingare organized primarily to address the matters concerning the Company's affairs. The Board of
Directors takes responsibility for convening the meeting and ensuring the necessary
arrangements are made.
d. Number, Structure and Independence of the Committees Formed in the Board of
Directors
Position on the Committee - Qualifications
Audit Committee Members (Executive/Non-Executive/Independent
Member)Nevzat Tufekcioglu

Chairman of the Committee - Independent
MemberAhmet Nezih Olcay

Committee Member - Independent MemberPosition on the Committee - Qualifications
Corporate
Governance(Executive/Non-Executive/Independent
Committee Members
Member)Müfit Ataseven

Chairman of the Committee - Independent
MemberMuhsin Mengütürk

Committee Member - Non-Executive

Evren Uçak (*)

Committee Member - Executive Member

Within the framework of Article 11 of the Corporate Governance Communiqué No. II-17.1of the Capital Markets Board of Turkey, the Investor Relations Department Manager was
appointed to the Corporate Governance Committee.
(*)

Members of the Early Position on the Committee - Qualifications
Detectionof
Risk (Executive/Non-Executive/Independent
Committee
Member)Nevzat Tufekcioglu

Chairman of the Committee - Independent
MemberFatma Fusun Akkal Bozok Committee Member - Non-Executive
Mehmet Altan Sungar

Committee Member - Non-Executive

The duties and working principles of the Board of Directors Committees have been publishedon the Public Disclosure Platform and on the "Investor Relations" page of thewww.karsan.com.tr address and disclosed to the public.
During the period, the Audit Committee conducted its activities in accordance with theregulations of the Capital Markets Board (CMB) legislation, including the appointment of the
independent auditor and the disclosure of financial statements to the public. The committee also
followed its duties and working principles as outlined by the regulations and prepared six
reports. During the period, the Corporate Governance Committee continued its activities within
the framework of CMB legislation regulations and Duties and Working Principles such as the
preparation of the Corporate Governance Compliance Report, the supervision of the Activitiesof the Investor Relations Department, the election of the Independent Board of Directors
Candidate Members within the framework of the Nomination Committee function, the activities

of the Remuneration Committee within the framework of the Remuneration Committee
function and prepared 6 reports. During the period, the Early Detection of Risk Committee
continued its activities within the framework of the regulations of the CMB legislation and theDuties and Working Principles and prepared 6 reports.
Since our Company is a Company in the First Group in accordance with the list published by
the Capital Markets Board within the scope of the Corporate Governance Communiqué, it issufficient for the number of Independent Board members to be 3. For this reason, there are 3
Independent Board Members in our Company. Due to the requirement that the chairmen of thecommittees must be independent board members,. Nevzat Tüfekçioğlu is the chairman of the
Audit Committee and the Early Detection of Risk Committee while Müfit Ataseven is thechairman of the Corporate Governance Committee
Annex/1 - Biographies of the Members of the Board of Directors and the General Managerİnan Kıraç - Chairman of the Boardİnan Kıraç started his career in 1961 as a sales clerk at Ormak A.Ş., a subsidiary of the Koç
Group. In 1966, he was appointed general manager of Otoyol, a manufacturer of Fiat trucks andmidi-buses. In 1970, he became the general manager of Tofaş Oto Ticaret A.Ş., the marketingand distribution company of Fiat brand cars produced in Turkey. He was first appointed as Koç
Holding's vice president in charge of Tofaş and then as the president of the automotive groupof Koç Holding A.Ş. Kıraç, who served as the chief executive officer (CEO) of Koç Holding
A.Ş. until his retirement in 1998, witnessed every moment of the development of the Turkish
automotive industry, worked as a professional manager in every detail and put his signature
under many giant factories.
Giancarlo Boschetti - Vice Chairman
Giancarlo Boschetti, who studied Mechanical Engineering and Economics, started his career in1964 at the Fiat Group. After nearly 40 years of various roles within the Fiat Group, Boschetti
served as global CEO of Iveco S.p.A. from 1991 to 2001 and as global CEO of Fiat Auto S.p.A.
from 2002 to 2003. Giancarlo Boschetti continues to work as a board member in many
international companies.

Okan Baş - Executive Board Member / CEO
Mr. Baş, who completed his undergraduate education in Mechanical Engineering Department
at Boğaziçi University (USA) and his master's degree in Mechanical Engineering Department
at Clemson University (USA), started his career as a Mechanical Engineer in the Engineering
Support Department of TOFAŞ Bursa Factory in 1987 and assumed different duties at TOFAŞ
until June 2016.
Between 1991 and 2002, he worked as Workshop Production Chief, Engine Production UnitManager, Body Production Unit Manager, Assembly Production Unit Manager and Doblò
Product Responsible at Tofaş Bursa Factory, and between 2002 and 2016, he worked as AfterSales Director, Mini Cargo Project Responsible, After-Sales Spare Parts Director, Fiat Business
Unit Director, Egea Project and Business Development Director at Tofaş Head Office Istanbul.
Okan Baş was appointed CEO of Karsan Otomotiv Sanayii ve Ticaret A.Ş. on July 1, 2016.
Mehmet Altan Sungar - Board Member
Mehmet Altan Sungar started to work as an intern at Royal Lastik Tevzi A.Ş., one of the Koç
Holding companies, while he was a student at the Academy of Economic and Commercial
Sciences in 1963. In addition to his role in the accounting department, he also held positions
within the marketing department, specifically as an assistant regional manager during theestablishment of the dealer organization. Subsequently, he advanced to the role of regional
manager, overseeing operations in various regions of Turkey. Sungar, who took part in theestablishment phase of Otoyol Marketing in 1975, served as Marketing Manager, Deputy
General Manager and Deputy General Manager in the same company. From 1985 to 2001, heworked as General Manager and Board Member at İstanbul Oto A.Ş., one of the Tofaş Group
companies. In the same period, he served as a member of the automotive professional
committee of the Istanbul Chamber of Commerce and as an expert witness before the courts.
Sungar, between 2001 and 2004, served as the General Manager and Board Member at Karsat
A.Ş. After his tenure at Karsat, he worked as a partner and consultant at TURAVEL (Tourism,
Education, and Consultancy) company from 2004 to 2012.

Fatma Füsun Akkal Bozok - Board Member
Fatma Füsun Akkal Bozok completed her academic education with a master's degree fromBoğaziçi University Faculty of Administrative Sciences and a PhD degree from Istanbul
University Faculty of Business Administration. After graduation, she started her career in 1980
at the Arthur Andersen Auditing Company. She joined the Koç Group in 1983 and worked asan Audit Specialist and Assistant Coordinator in the Audit and Financial Group department
within the Holding. She was appointed Audit and Financial Group Coordinator in 1992 andcontinued to work for 11 years. Between 2003 and 2006, he was the Finance Group Director.
Akkal is also an Independent Board Member at Bizim Toptan Mağazaları A.Ş., Independent
Board Member of Ford Otomotiv Sanayi and Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş.
He is an Independent Member of the Board of Directors and I. ndependent Member of the Boardof Directors of Tat Gıda Sanayi A.Ş
Muhsin Mengütürk - Board Member
Prof. Dr. Muhsin Mengütürk completed his academic education at Duke University Faculty ofEngineering (Durham, North Carolina) in the USA with his M.S. and Ph.D. degrees. After
graduation, he began his career in 1974 at the Westinghouse Research Center (Pittsburgh,
Pennsylvania) as the Leader of the Turbine Erosion Division of the U.S. Government's
Renewable Energy Project. Mengütürk returned to Turkey in 1976 and was appointed as
Assistant Professor and Associate Professor at Boğaziçi University Faculty of Engineeringrespectively, and in 1984 he was promoted to Professor and appointed as Deputy Dean of theFaculty of Aeronautics and Astronautics Departments of Istanbul Technical University.
Between 1988 and 1992, Prof. Dr. Erdem was appointed as the Founding Deputy General
Manager of Türk Eximbank. Dr. Mengütürk; was the Founding General Manager of Bayındır
Hayat Sigorta between 1992 and 1995 and the Chairman of the Capital Markets Board between
1997 and 2000. After completing his term of office at CMB, he worked as the Chairman of theBoard of Directors of Güneş Hayat Sigorta, Vakıf Emeklilik, Ankara Sigorta and Ankara
Emeklilik between 2001 and 2006, and as a Member of the Board of Directors of Ata Holding.
Dr. Mengütürk served as a Board Member at Doğuş Holding between 2006 and 2018.

Mengütürk is also a member of the Board of Directors of the Global Relations Forum (GRF).
Nevzat Tüfekçioğlu - Independent Board Member
After graduating from Ankara University, Faculty of Political Sciences, Department of
Economics and Finance, Nevzat Tüfekçioğlu was appointed as Deputy Account Specialist of
the Ministry of Finance in 1963 and as Account Specialist of the Ministry of Finance in 1966.
He left public service in 1974 and served as Deputy Coordinator, Coordinator, Vice President
and Head of the Audit and Financial Group in the Koç Holding Financial Group, respectively,
and retired in 2001. Tüfekçioğlu served as the Auditor of Koç Holding A.Ş. between 20012006, as a Member of the Board of Directors of Evyap A.Ş. between 2005-2006 and as a
Member of the Board of Directors of Kıraça Holding A.Ş. between 2013-2017. Tüfekçioğlu iscurrently a member of the Board of Directors of Entek Elektrik Üretimi A.Ş., a member of theBoard of Directors of the Suna-İnan Kıraç Foundation, a member of the Board of Directors of
the Family Health and Planning Foundation of Turkey, and also serves as a Consultant at the
Vehbi Koç Foundation.
Müfit Ataseven - Independent Board Member
After completing his undergraduate studies at Ankara University, Faculty of Political Sciences,
Department of Business Administration, Müfit Ataseven pursued further education andprofessional development. He first obtained a DEA-Doctoral Qualification diploma at
Université Paris IX Dauphine University. Following that, he conducted State Doctorate
research focused on the automotive industry in Turkey. Additionally, he participated in thespecialized program at Fontainebleau INSEAD, further enhancing his expertise in the field.
Between 1982 and 1988, Mr. Ataseven served as Second Manager in the Investments andSubsidiaries Department of OYAK General Directorate and as a member of the Board of
Directors and Supervisory Board of Oyak-Renault, Mais, Omsan, Tukaş, Entaş, Adana Çimento
and Oyak Menkul Değerler. Later, between 1988 and 1997, Atasaven held the positions ofFrench Commercial Director (DCF), project manager of the Dealership Organization "Dealer
Profile", Central Marketing Director - Marketing Pricing Director, Le Havre Branch Manager,

Head of International Operations (DOI) special representative at Renault SA in France.
Ataseven, who served as Renault Mais Commercial Deputy General Manager between 19972003 and as TOFAŞ Commercial General Manager between 2003-2007, also served as OYDERGeneral Coordinator, Citroën Baylas General Manager, Board Member in Baylas and Baytur,
Member of the Executive Board of DEIK Turkish-French Business Council, Member of theBoard of Directors of ODD and Chairman of the Council. Ataseven taught as a lecturer at
Galatasaray University and as a part-time lecturer at Bilkent University, and is currently aStrategic Partner in the Executive Development Unit of Sabancı University and a Manager at
MEFA Consulting and Interactifs Turkey, which he founded in 2009.
Ahmet Nezih Olcay - Independent Board Member
Born in 1947, Nezih Olcay graduated from the Italian High School and then from the Istanbul
Academy of Economic and Commercial Sciences with a Bachelor of Business Administration.
Olcay started to work at Tofaş Türk Otomobil Fabrikası A.Ş. in 1971 and worked as Accounting
Manager, Financial Manager, External Relations Group Manager, Accounting, Finance andControl Group Deputy Director and Financial Director respectively and retired at the end of
2007. During his years at Tofaş Türk Otomobil Fabrikası A.Ş., he served as a member of theboard of directors of various companies affiliated with the Koç Group. Between 2008 and 2012,
he served as General Coordinator, Vice Chairman and Chairman of the Board of Directors of
Plastiform Sanayi ve Ticaret A.Ş. and as an independent member of the Board of Directors of
Otokar Otomotiv ve Savunma Sanayi A.Ş. between 2014 and 2019.

Duties of the Members of the Board of Directors Outside the Company
Members of the Duties Taken Outside the Partnership as of the Final
Board of Directors Status
Karsan Otomotiv Sanayi Mamulleri Pazarlama A.S.
Chairman of the Board of Directors
Kök Ziraat Turizm Sanayi Ticaret A.Ş. Chairman of theBoard of Directors (*)

Kıraça Holding. A.Ş. Chairman of the Board of
Directors

Inan KIRAC(Chairman of the
Karland Otomotiv Ürünleri San. ve Tic. A.Ş. Chairman
Board)of the Board of Directors
Chairman of the Board of Directors of Kök Ulaşım Taşımacılık A.Ş
(*)

Kök Teknoloji A.Ş. Chairman of the Board of Directors (*)
President of Suna and İnan Kıraç Foundation (*)
Giancarlo
Member of the Board of Directors of Diasorin S.p.A (*)
BOSCHETTI(Deputy Chairman Finde S.p.A. Member of the Board of Directors (*)
of the Board)
Chairman of the Board of Directors of Karsan Europe
BAŞ Srl

Okan(Executive Board Karsan İç ve Dış Ticaret A.Ş. Chairman of the Board of
Director)
Directors
Karsan USA LLC Managing Director
MehmetSUNGAR

Altan-(Board Member)
Bizim Toptan Mağazaları A.Ş. Independent Board
Fatma
Fusun Member (*)
AKKAL BOZOK Ford Automotive Industry Independent Board Member(Board Member)(*)

Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş.

Independent Board Member (*)
Tat Gida Sanayi A.S. Independent Board Member (*)
MuhsinMENGÜTÜRK

Global Relations Forum (GRF) Board Member (*)(Board Member)
Entek Elektrik Üretimi A.Ş Member of the Board of
Directors

NevzatTufekcioglu

Suna-İnan Kıraç Foundation Board Member(Independent
Board Member)

Member of the Board of Directors of the Family Healthand Planning Foundation of Turkey
Vehbi Koç Foundation Consultant

Müfit
ATASEVEN(Independent
Board Member)
Ahmet
OLCAY

Sabancı University Executive Development Unit
Strategic Partner,
MEFA Consulting and Interactifs Turkey Manager

Nezih(Independent
Board Member)-(*) Duties taken in companies other than the Kıraça GroupAnnex/2 - Independent Board Members Declarations of Independence
KARSAN OTOMOTİV SANAYİİ VE TİCARET A.S.
BOARD MEMBER CANDIDATE DECLARATION OF INDEPENDENCE- I hereby accept and declare that I have not been a member of the Board of Directors of Karsan
Otomotiv Sanayii ve Ticaret A.Ş. (the Company) for more than six years within the last ten
years- I have not established any direct or indirect employment, capital or commercial relations of asignificant nature within the last five years between the Company, one of the related partiesof the Company or the legal entities with which the shareholders who have a direct or indirect
5% or more share in the Company's capital are related in terms of management or capital andmyself, my spouse and my blood and blood relatives up to the third degree,- I have not worked or served as a member of the board of directors in the last five years, inparticular in the companies that carry out the audit, rating and consultancy of the Company,
which carry out all or a certain part of the Company's activities and organizations within theframework of the agreements made,- I have not been a partner, employee or board member of any of the companies that haveprovided significant services and products to the Company within the last five years,- Due to my duty on the Board of Directors, the share I have in the capital is not more than 1%
and these shares are not privileged,- Since I am an independent board member, I have the professional training, knowledge andexperience to fulfil the duties I will undertake properly,- I have not worked full-time in public institutions and organizations as of the date of mynomination and during my term of office if I am elected,- I am considered to be a resident of Turkey according to the Income Tax Law,
- I have strong ethical standards, professional reputation and experience, I can make positivecontributions to the activities of the Company, I can maintain my impartiality in conflicts ofinterest between the Company and its shareholders, I can make decisions freely by taking
into account the rights of stakeholders,- I will devote time to the Company's affairs to the extent that I can follow the operation of theCompany's activities and fully fulfil the requirements of the duties I undertake,- I will immediately inform the Board of Directors of the Company and resign from my positionin the event that a situation arises that annuls my independence.
Nevzat TÜFEKÇİOĞLU
Annex/2 - Independent Board Members Declarations of Independence
KARSAN OTOMOTİV SANAYİİ VE TİCARET A.S.
BOARD MEMBER CANDIDATE DECLARATION OF INDEPENDENCE- I hereby accept and declare that I have not been a member of the Board of Directors of Karsan
Otomotiv Sanayii ve Ticaret A.Ş. (the Company) for more than six years within the last ten
years- I have not established any direct or indirect employment, capital or commercial relations of asignificant nature within the last five years between the Company, one of the related partiesof the Company or the legal entities with which the shareholders who have a direct or indirect
5% or more share in the Company's capital are related in terms of management or capital andmyself, my spouse and my blood and blood relatives up to the third degree,- I have not worked or served as a member of the board of directors in the last five years, inparticular in the companies that carry out the audit, rating and consultancy of the Company,
which carry out all or a certain part of the Company's activities and organizations within theframework of the agreements made,- I have not been a partner, employee or board member of any of the companies that haveprovided significant services and products to the Company within the last five years,

- Due to my duty on the Board of Directors, the share I have in the capital is not more than 1%
and these shares are not privileged,- Since I am an independent board member, I have the professional training, knowledge andexperience to fulfil the duties I will undertake properly,- I have not worked full-time in public institutions and organizations as of the date of mynomination and during my term of office if I am elected,- I am considered to be a resident of Turkey according to the Income Tax Law,
- I have strong ethical standards, professional reputation and experience, I can make positive
contributions to the activities of the Company, I can maintain my impartiality in conflicts ofinterest between the Company and its shareholders, I can make decisions freely by taking
into account the rights of stakeholders,- I will devote time to the Company's affairs to the extent that I can follow the operation of theCompany's activities and fully fulfil the requirements of the duties I undertake,- I will immediately inform the Board of Directors of the Company and resign from my positionin the event that a situation arises that annuls my independence.
Müfit ATASEVEN

Annex/2 - Independent Board Members Declarations of Independence
KARSAN OTOMOTİV SANAYİİ VE TİCARET A.S.
BOARD MEMBER CANDIDATE DECLARATION OF INDEPENDENCE- I hereby accept and declare that I have not been a member of the Board of Directors of Karsan
Otomotiv Sanayii ve Ticaret A.Ş. (the Company) for more than six years within the last ten
years,- I have not established any direct or indirect employment, capital or commercial relations of asignificant nature within the last five years between the Company, one of the related parties

of the Company or the legal entities with which the shareholders who have a direct or indirect
5% or more share in the Company's capital are related in terms of management or capital andmyself, my spouse and my blood and blood relatives up to the third degree,- I have not worked or served as a member of the board of directors in the last five years, inparticular in the companies that carry out the audit, rating and consultancy of the Company,
which carry out all or a certain part of the Company's activities and organizations within theframework of the agreements made,- I have not been a partner, employee or board member of any of the companies that haveprovided significant services and products to the Company within the last five years,- Due to my duty on the Board of Directors, the share I have in the capital is not more than 1%
and these shares are not privileged,- Since I am an independent board member, I have the professional training, knowledge andexperience to fulfil the duties I will undertake properly,- I have not worked full-time in public institutions and organizations as of the date of mynomination and during my term of office if I am elected,- I am considered to be a resident of Turkey according to the Income Tax Law,
- I have strong ethical standards, professional reputation and experience, I can make positive
contributions to the activities of the Company, I can maintain my impartiality in conflicts ofinterest between the Company and its shareholders, I can make decisions freely by taking into
account the rights of stakeholders,- I will devote time to the Company's affairs to the extent that I can follow the operation of theCompany's activities and fully fulfil the requirements of the duties I undertake,- I will immediately inform the Board of Directors of the Company and resign from my positionin the event that a situation arises that annuls my independence.
Ahmet Nezih OLCAY