Dogan Sirketler Grubu : 01 January – 31 December

CONVENIENCE TRANSLATION INTO ENGLISH OF CONSOLIDATED FINANCIAL STATEMENTS

ORIGINALLY ISSUED IN TURKISH

DOĞAN ŞİRKETLER GRUBU HOLDİNG A.Ş.

CONSOLIDATED FINANCIAL STATEMENTS

AT 1 JANUARY - 31 DECEMBER 2023 TOGETHER

WITH INDEPENDENT AUDITOR'S REPORT

CONVENIENCE TRANSLATION INTO ENGLISH OF

INDEPENDENT AUDITOR'S REPORT

ORIGINALLY ISSUED IN TURKISH

INDEPENDENT AUDITOR'S REPORT

To the General Assembly of Doğan Şirketler Grubu Holding A.Ş.

1. Audit of the consolidated financial statements

1. Our opinion

We have audited the accompanying consolidated financial statements of Doğan Şirketler Grubu Holding A.Ş. (the "Company") and its subsidiaries (collectively referred to as the "Group") which comprise the consolidated statement of financial position as at 31 December 2023, the consolidated statement of profit or loss, the consolidated statement of other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended and notes to the consolidated financial statements comprising a summary of significant accounting policies.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as at 31 December 2023, and its financial performance and its cash flows for the year then ended in accordance with Turkish Financial Reporting Standards ("TFRS").

2. Basis for opinion

Our audit was conducted in accordance with the Standards on Independent Auditing (the "SIA") that are part of Turkish Standards on Auditing adopted within the framework of the regulations of the Capital Markets Board and issued by the Public Oversight Accounting and Auditing Standards Authority (the "POA"). Our responsibilities under these standards are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements" section of our report. We hereby declare that we are independent of the Group in accordance with the Ethical Rules for Independent Auditors (including Independence Standards) (the "Ethical Rules") the ethical requirements regarding independent audit in regulations issued by the POA; the regulations of the Capital Markets Board; and other relevant legislation are relevant to our audit of the financial statements. We have also fulfilled our other ethical responsibilities in accordance with the Ethical Rules and regulations. We believe that the audit evidence we have obtained during the independent audit provides a sufficient and appropriate basis for our opinion.

PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.

Kılıçali Paşa Mah. Meclis-i Mebusan Cad. No:8 İç Kapı No:301 Beyoğlu/İstanbul

T: [phone], F: [phone], www.pwc.com.tr

Mersis Numaramız: 0-1460-0224-0500015

3. Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. Key audit matters were addressed in the context of our independent audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matters	How the key audit matter was addressed in
	the audit
Application of TAS 29, "Financial Reporting
in Hyperinflationary Economies"
As explained in Note 2, the TAS 29 "Financial	- We achieved an understanding of the Group's
Reporting in Hyperinflationary Economies"	current processes and policies,
standard is applicable to the Group.
	- We understood and evaluated the controls
TAS 29 requires that financial statements be	designed and applied by management in the
readjusted based on current purchasing power at the	application of TAS 29,
end of the reporting date. Therefore, 2023
transactions and the non-monetary balances at the	- We checked whether management's
end of the period have been readjusted to reflect the	differentiation of monetary and non-monetary
up-to-date price index on the balance date of 31	items is in line with TFRS,
December 2023. Applying TAS 29 changed the
control practices of the Group, especially related to	- We obtained the details of the non-monetary
financial reporting. The impact of TAS 29 depends	items and tested the past costs and purchase
on several important estimations, including the	dates with supporting documents,
readjustment of basic transactions related to
relevant items in the cost of sales and cash flow	- We assessed whether the estimations used by
statement on a quarterly average basis based on the	management are reasonable by comparing them
level of fluctuation and inflation rate. Preparing	against known practices and evaluating based
financial statements using up-to-date purchasing	on our knowledge of the industry and our
power requires a series of complex procedures and	experience. We also checked whether
transactions to ensure accurate results.	estimations were used consistently in all
	periods,
Because of the estimations used, the complexity of
calculation, and the risk of missing or inaccurate	- By checking the methodology and price index
data in the readjustment, the application of TAS 29	rates, we assessed whether non-monetary item
is identified as a key audit matter.	indexes, comprehensive income, equity
	movement, and cash flow statements were
	prepared considering TAS 29.

Key Audit Matters

How the key audit matter was addressed in the audit

Investment properties measured at fair value
As explained in Note 14, as of 31 December 2023,	• Valuation reports prepared by the independent
the Group's investment properties, which have the	property valuers assigned by the Group were
carrying value of TRY5,454,079 thousand and	obtained and the property valuation
represent a significant share of total assets, comprise	accreditations and licences of these institutions
of land and buildings.	granted by the Capital Markets Board are
		checked based on the Independent Audit
The accounting method used by Group management	Standards.
for investment properties is the "fair value method",
as described in Note 2.2. Fair value of these assets	• Deeds and ownership ratios of investment
are determined by independent valuers licensed by	properties were tested on a sample basis.
the Capital Markets Board (the "CMB") and are
recognised in the consolidated financial statements	• We compared the consistency of the inputs
after being assessed by Group management. Fair	which have a significant impact on the property
values of investment properties depend on the	value determined and were stated in the
valuation method used as well as the input and	valuation reports, information of rentable area
assumptions used in the valuation model. Fair	square meter and unit rent values, against
values are directly affected by factors such as market	observable market prices, and then tested
conditions, specific characteristics, physical	whether the appraised values are within an
condition and the geographic location of each	acceptable range.
investment property.
		• Inputs such as rental income, duration of lease
The reason for our focus on this area:	agreements, occupancy rates and expenses,
		which are used in the valuation reports and have
•	The quantitative importance of the investment	a significant impact on the real estate value,
	properties on the consolidated financial	were tested.
	statements,
		• The assumptions used by the appraisers in their
•	When determining the fair values of the	valuations, whether the appraised values such as
	investment properties, methods such as the	inflation and the real discount rate are within an
	benchmarking analysis approach, cost	acceptable range were evaluated together with
	approach and direct capitalisation approach	our experts.
	are used, and these methods include variables
	that affect the fair values.	• Fair values stated in the valuation reports were
		compared with the disclosures in the
		consolidated financial statements to assess if the
		values in the disclosures and accounting records
		are consistent with the valuation report and the
		disclosures are sufficient based on the
		requirements of TFRS.

4. Responsibilities of management and those charged with governance for the consolidated financial statements

The Group management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with TFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

5. Auditor's responsibilities for the audit of the consolidated financial statements

Responsibilities of independent auditors in an independent audit are as follows:

Our aim is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an independent auditor's report that includes our opinion. Reasonable assurance expressed as a result of an independent audit conducted in accordance with SIA is a high level of assurance but does not guarantee that a material misstatement will always be detected. Misstatements can arise from fraud or error. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an independent audit conducted in accordance with SIA, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement in the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Assess the internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our independent auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence. We also communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

1. Other responsibilities arising from regulatory requirements

1. No matter has come to our attention that is significant according to subparagraph 4 of Article 402 of Turkish Commercial Code ("TCC") No. 6102 and that causes us to believe that the Company's bookkeeping activities concerning the period from 1 January to 31 December 2023 period are not in compliance with the TCC and provisions of the Company's articles of association related to financial reporting.
2. In accordance with subparagraph 4 of Article 402 of the TCC, the Board of Directors submitted the necessary explanations to us and provided the documents required within the context of our audit.
3. In accordance with subparagraph 4 of Article 398 of the TCC, the auditor's report on the early risk identification system and committee was submitted to the Company's Board of Directors on
   8 May 2024.

PwC Bağımsız Denetim ve

Serbest Muhasebeci Mali Müşavirlik A.Ş.

Salim Alyanak, SMMM

Independent Auditor

Istanbul, 8 May 2024

DOĞAN ŞİRKETLER GRUBU HOLDİNG A.Ş.
CONTENTS	SAYFA
CONSOLIDATED STATEMENT OF FINANCIAL POSITION	1-2
CONSOLIDATED STATEMENT OF PROFIT OR LOSS	3
CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME	4
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY	5-6
CONSOLIDATED STATEMENT OF CASH FLOW	7-8
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	9-127

DOĞAN ŞİRKETLER GRUBU HOLDİNG A.Ş.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2023

(Amounts expressed in thousands according to purchasing power of Turkish Lira ("TRY") at 31 December 2023 unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)

		Audited	Audited
		Current Period	Prior Period
ASSETS	Notes	31 December 2023	31 December 2022
Current Assets		57,961,088	50,649,588
Cash and cash equivalents	6	12,123,058	11,615,772
Financial investments	7	22,244,844	16,550,082
Trade receivables
- Due from related parties	35	15,624	21,963
- Due from non-related parties	9	5,395,738	8,377,166
Receivables from finance sector operations
- Due from related parties from finance sector operations	10, 35	36,302	1,346
- Due from non-related parties from finance sector operations	10	4,740,319	3,030,976
Balances with the Central Bank of the Republic of Turkey	6	153,736	63,050
Other receivables
- Due from non-related parties	11	562,305	353,301
Inventories	12	8,090,564	7,725,141
Prepaid expenses	22	2,155,847	1,767,499
Derivative instruments	23	204,105	193,898
Assets arising from customer contracts			13,653
Biological assets	13	58,943	44,279
Assets related to current tax	33	93,614	11,725
Other current assets	21	2,086,089	879,737
Non-current assets		35,456,635	33,155,978
Trade receivables
- Due from non-related parties	9	-	21,132
Other recevaibles
- Due from non-related parties		48,129	-
Financial investments	7	1,870,301	1,513,368
Investments accounted for
by the equity method	4	2,259,114	1,378,690
Investment properties	14	5,454,079	4,351,645
Property, plant and equipment	15	11,721,696	11,202,262
Intangible assets
- Other intangible assets	16	9,413,994	9,674,612
- Goodwill	16	1,240,236	1,186,421
Rights of use assets	17	1,146,295	1,879,738
Prepaid expenses	22	1,172,286	647,890
Derivative instruments	23	110,078	116,692
Deferred tax asset	33	943,675	1,044,965
Other non-current assets	21	76,752	138,563
Total Assets		93,417,723	83,805,566

The consolidated financial statements as of and for the period ended 31 December 2023 have been approved by the Board of Directors on 8 May 2024.

The accompanying notes are an integral part of these consolidated financial statements.

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DOĞAN ŞİRKETLER GRUBU HOLDİNG A.Ş.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2023

(Amounts expressed in thousands according to purchasing power of Turkish Lira ("TRY") at 31 December 2023 unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)

		Audited	Audited
		Current Period	Prior Period
LIABILITIES	Notes	31 December 2023	31 December 2022
Short-term liabilities		28,780,309	24,909,607
Short-term borrowings
- Short-term borrowings from non-related part
- Bank borrowings	8	11,159,521	11,224,511
- Issued debt instruments	8	2,756,631	1,995,220
Short-term portion of long- term borrowings
- Short-term portion of long term borrowings from related parties
- Lease borrowings	8, 35	15,701	29,316
- Short-term portion of long- term borrowings from non-related parties
- Bank borrowings	8	1,467,594	1,855,664
- Lease borrowings	8	296,073	222,394
Other financial liabilities		390,492	-
Trade payables
- Due to related parties	35	10,238	9,028
- Due to non-related parties	9	2,908,437	4,907,987
Payables from finance sector operations
- Due to related parties from finance sector operations	35	-	97
- Due to non-related parties from finance sector operations	10	775,061	354,591
Payables related to
Employee benefits	24	546,807	386,566
Deferred income (Except obligations arising from customer contracts)
- Deferred income from related parties		87,107	-
- Deferred income from non-related parties
(Except obligations arising from customer contracts)	22	571,398	814,924
Derivative instruments	23	53,008	16,458
Other payables
- Due to non-related parties	11	618,479	269,842
Current income tax liability	33	105,997	362,879
Short-term provisions
- Short-term provisions for
employment benefits	24	265,395	157,286
- Other short-term provisions	19	6,699,528	2,296,527
Other short term liabilities		52,842	6,317
Long-term liabilities		9,340,821	8,186,092
Long-term borrowings
- Long-term borrowings from related parties
- Lease borrowings	8, 35	3,397	20,669
- Long -term borrowings from non-related parties
- Bank borrowings	8	4,739,455	3,427,353
- Lease borrowings	8	449,715	849,217
Other payables
- Due to non-related parties	11	23,753	157,704
Deferred income (Except obligations arising from customer contracts)
- Deferred income from non-related parties
(Except obligations arising from customer contracts)	22	98,976	56,136
Long-term provisions
- Long-term provisions for
employment benefits	24	514,392	533,057
- Other long term provisions		-	13,132
Derivative instruments	23	3,034	10,035
Deferred tax liability	33	3,508,099	3,118,789
EQUITY		55,296,593	50,709,867
Equity attributable to equity holders of the parent company		48,426,811	41,258,107
Share capital	25	2,616,996	2,616,938
Adjustments to share capital	25	32,850,286	32,850,279
Repurchased share (-)	25	(226,828)	(216,833)
Share premiums (discounts)	25	1,413,415	1,413,415
Other comprehensive income (losses) that
will not be reclassified in profit or loss
- Actuarial gains (losses) on
defined benefit plans	25	(127,137)	(90,854)
Shares not classified as profit or loss
from other comprehensive income of
investments accounted for by equity method		(10,407)	(4,665)
Other comprehensive income (losses) that
will be reclassified in profit or loss
- Change in currency translation reserves	25	13,369,445	6,071,106
- Gain (loss) on revaluation and reclassification
of financial assets held for sale	25	(179,315)	(509,402)
Restricted reserves	25	9,265,539	8,121,309
Retained earnings or accumulated losses		(10,841,777)	(9,225,311)
Net profit or loss for the period		296,594	232,125
Non-controlling interests		6,869,782	9,451,760
Total liabilities		93,417,723	83,805,566

The accompanying notes are an integral part of these consolidated financial statements.

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