Gozde Girisim Sermayesi Yatirim Ortakligi : 31.12.2022 Interim Report

GÖZDE GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş.

01.01.2022 - 31.12.2022 Annual Report

CONVENIENCE TRANSLATION INTO ENGLISH OF

INDEPENDENT AUDITOR'S REPORT

ON THE BOARD OF DIRECTORS' ANNUAL REPORT

ORIGINALLY ISSUED IN TURKISH

To the General Assembly of Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş.

1. Opinion

We have audited the annual report of Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş. (the "Company") for the 1 January - 31 December 2022 period.

In our opinion, the financial information and the analysis made by the Board of Directors by using the information included in the audited financial statements regarding the Company's position in the Board of Directors' Annual Report are consistent and presented fairly, in all material respects, with the audited full set financial statements and with the information obtained in the course of independent audit.

2. Basis for Opinion

Our independent audit was conducted in accordance with the Independent Standards on Auditing that are part of the Turkish Standards on Auditing (the "TSA") issued by the Public Oversight Accounting and Auditing Standards Authority ("POA"). Our responsibilities under those standards are further described in the Auditor's Responsibilities in the Audit of the Board of Directors' Annual Report section of our report. We hereby declare that we are independent of the Company in accordance with the Ethical Rules for Independent Auditors (including Independence Standards) (the "Ethical Rules") and the ethical requirements regarding independent audit in regulations issued by POA that 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.

3. Our Audit Opinion on the Full Set Financial Statements

We expressed an unqualified opinion in the auditor's report dated 1 March 2023 on the full set financial statements for the 1 January - 31 December 2022 period.

4. Board of Director's Responsibility for the Annual Report

Company management's responsibilities related to the annual report according to Articles 514 and 516 of Turkish Commercial Code ("TCC") No. 6102 and Capital Markets Board's ("CMB") Communiqué Serial II, No:14.1, "Principles of Financial Reporting in Capital Markets" (the "Communiqué") are as follows:

1. to prepare the annual report within the first three months following the balance sheet date and present it to the general assembly;

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

BJK Plaza, Süleyman Seba Caddesi No:48 B Blok Kat:9 Akaretler Beşiktaş 34357 İstanbul-Turkey

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

Mersis Numaramız: 0-1460-0224-0500015

1. to prepare the annual report to reflect the Company's operations in that year and the financial position in a true, complete, straightforward, fair and proper manner in all respects. In this report financial position is assessed in accordance with the financial statements. Also in the report, developments and possible risks which the Company may encounter are clearly indicated. The assessments of the Board of Directors in regards to these matters are also included in the report.
2. to include the matters below in the annual report:
3. • events of particular importance that occurred in the Company after the operating year,
   • the Company's research and development activities,
   • financial benefits such as salaries, bonuses, premiums and allowances, travel, accommodation and representation expenses, benefits in cash and in kind, insurance and similar guarantees paid to members of the Board of Directors and senior management.

When preparing the annual report, the Board of Directors considers secondary legislation arrangements enacted by the Ministry of Trade and other relevant institutions.

5. Independent Auditor's Responsibility in the Audit of the Annual Report

Our aim is to express an opinion and issue a report comprising our opinion within the framework of TCC and Communiqué provisions regarding whether or not the financial information and the analysis made by the Board of Directors by using the information included in the audited financial statements in the annual report are consistent and presented fairly with the audited financial statements of the Company and with the information we obtained in the course of independent audit.

Our audit was conducted in accordance with the TSAs.These standards require that ethical requirements are complied with and that the independent audit is planned and performed in a way to obtain reasonable assurance of whether or not the financial information and the analysis made by the Board of Directors by using the information included in the audited financial statements in the annual report are consistent and presented fairly with the audited[consolidated] financial statements and with the information obtained in the course of audit.

PwC Bağımsız Denetim ve

Serbest Muhasebeci Mali Müşavirlik A.Ş.

Mert Tüten, SMMM

Partner

Istanbul, 1 March 2023

TABLE OF CONTENTS

1. GENERAL INFORMATION

1. INFORMATION ON THE COMPANY PORTFOLIO

1. SUMMARIZED FINANCIAL INDICATORS

IV. SIGNIFICANT DEVELOPMENTS WITHIN THE PERIOD

1. SIGNIFICANT DEVELOPMENTS IN THE AFTERMATH OF THE PERIOD
   VI. ADMINISTRATIVE ACTIVITIES

VII. OTHER REMARKS

VIII. CORPORATE MANAGEMENT PRINCIPLES COMPLIANCE REPORT

1. GENERAL INFORMATION

	Report Period		01.01.2022 - 31.12.2022
	Trade Name		Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş.
	Foundation Headquarters /		Istanbul / 22.01.2010
	Foundation Date
	Paid-in Capital		TRY 385,000,000
	Authorized Capital Ceiling		TRY 2,000,000,000
	Trade Registry Center / Registry No		Istanbul / 722576
	BIST Trading Code		GOZDE
	Web Address		www.gozdegirisim.com.tr

Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş. (Gözde Girişim Sermayesi/Company/Partnership) is a public joint stock company established to operate a portfolio consisting of venture capital investments, capital market instruments and other assets and rights to be determined by the Board within the procedures and principles set out in the Capital Markets Board's (CMB/Board) Communiqué on Venture Capital Investment Trusts (VCIT) (Communiqué III - 48.3).

Gözde Girişim Sermayesi has been founded by the shareholders of the FFK Fon Finansal Kiralama A.Ş. (FFK) on 22 January 2010 under the trade name Gözde Finansal Hizmetler A.Ş (Gözde Finansal) through the partial spin-off of Türkiye Finans Katılım Bankası A.Ş (TFKB) shares that are presented as assets held for sale in the financial statements of FFK Fon Finansal Kiralama A.Ş. and Kaynak Finansal Kiralama A.Ş. (Kaynak Finansal) shares that are among the subsidiaries of FFK and as capital in kind. With the aforementioned partial spin-off, the Company became publicly traded and disclosed its financial statements to the CMB and Istanbul Stock Exchange (BIST) for the first time on 31 March 2010.

With the resolution of the Board of Directors dated 13.12.2010, Gözde Finansal applied to the CMB for transformation into Venture Capital Investment Trust (VCIT), transition to the registered capital system, capital increase, and obtaining a portfolio management license. In the CMB's weekly bulletin dated 25.03.2011 and numbered 2011/12, Gözde Finansal's application for transformation into a VCIT with the title 'Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş.' and issuance of a portfolio management activity authorization certificate were announced to the public. On 28 July 2011, following the capital increase realized between 11-25 July 2011, the transformation of Gözde Finansal into a VCIT was completed with the registration of the amendment to the articles of association with the Trade Registry.

As of 31.12.2022, Gözde Girişim Sermayesi's free-floating share ratio as per the principles followed by Merkezi Kayıt Kuruluşu A.Ş. (Central Securities Depository) is 30.40%. The Company's shares have been traded on the BIST since 25 January 2010. The stock exchange trading code of the Company's shares is GOZDE. The shareholding structure of the Company as of 31.12.2022 is presented below. There are no privileged shares.

	Name-Surname of the Shareholder/			Share in Capital (TRY)			Share in Capital (%)
	Trade Name
	Kökler Yatırım Holding A.Ş.	114,466,300.43		29.73%
	Yıldız Holding A.Ş.	87,719,769.15		22.78%
	Üs Holding A.Ş.	59,409,902.72		15.43%
	Franklin Templeton Luxembourg SA	19,250,000.00		5.00%
	Other	104,154,027.70		27.06%
	Total	385,000,000.00		100.00%