Article 1: Scope and Legal Basis

These working principles ("Working Principles") set out the scope of duties and working principles of the Corporate Governance Committee ("Committee") of the Board of Directors of Çates Elektrik Üretim A.Ş. ("Company"). The Committee was established by the decision of the Company's Board of Directors ("Board of Directors") within the framework of the Capital Markets Law No. 6362, Turkish Commercial Code No. 6102, Capital Markets Board ("CMB") regulations including the "Corporate Governance Communiqué" numbered II-17.1 ("Communiqué") and the corporate governance principles contained in its annex and the relevant provisions of the Company's Articles of Association ("Articles of Association").

Article 2: Purpose

The Committee assists the Board of Directors in compliance with corporate governance principles, including investigations into non-compliance with corporate governance principles and identification of conflicts of interest. The Committee also oversees the investor relations unit and fulfills the duties delegated to the nomination committee and remuneration committee.

In this context, the Committee is responsible for the following:

(i) Establishing a transparent system for the preparation, evaluation and training of proposals for the appointment of members to the Board of Directors and senior executives with administrative responsibilities and determining policies and strategies in this regard,
(ii) Ensuring the effectiveness and independence of board members within the scope of corporate governance principles,
(iii) Ensuring the adoption and implementation of corporate governance principles by the Board of Directors,
(iv) Conducting an annual evaluation within the scope of compliance with corporate governance principles and sending the results to the Board of Directors,
(v) Making recommendations regarding the functionality of the Board of Directors and its committees,
(vi) Overseeing the investor relations unit,
(vii) Determining the principles and guidelines for the evaluation of remuneration and performance payments for the members of the Board of Directors and senior executives with administrative responsibilities; and
(ix) Making proposals to the Board of Directors for the remuneration and performance payments of Board members and senior executives.

Article 3: Establishment and Membership

The Committee consists of at least three members who are members of the Board of Directors or who are not members of the Board of Directors but have expertise in their respective fields, and the chairman of the Committee is elected from among the independent members of the Board of Directors. The majority of the Committee members are elected from non-executive members of the Board of Directors. The investor relations unit manager is a natural member of the Committee.

Committee members are determined by the Board of Directors. Their term of office may not exceed three years and Committee members whose term of office expires may be reappointed. The members of the Committee shall be selected from among the non-executive members to the extent possible. The Committee may include experts in accounting, finance, audit, law, management, etc. All kinds of resources and support required for the Committee to fulfill its duties shall be provided by the Board of Directors. The Committee may invite the managers and consultants it deems necessary to its meetings and receive their opinions.

The Committee shall benefit from the opinions of experts and consultants when necessary.

Article 4: Meetings

The Committee shall convene at least four times a year, as often as deemed necessary for the effectiveness of its work, at the Company headquarters or at another location where the members of the Committee are present. The timing of the Committee meetings shall be consistent with the timing of the Board of Directors meetings as much as possible. The Committee convenes with the presence of the absolute majority of its members and takes decisions with the majority of the members present at the meeting.

The Committee shall put all its activities in writing, keep a record of them and report to the Board of Directors, including information on the Committee's activities and the results of the Committee meetings. The Committee shall immediately notify the Board of Directors in writing of the findings and suggestions related to its duties and responsibilities.

Minutes of the Committee meetings are approved by the Committee members and kept together with the Committee decisions. The minutes are shared with the members before the next meeting and official approval is obtained at the next meeting.

The Company's investor relations unit manager or a member appointed by the Committee assumes the responsibility of the Rapporteur reporting to the Committee Chairman. The Rapporteur submits the meeting agenda and related documents to the Committee members before the meeting. He/she ensures the attendance of the persons requested by the Chairman to attend the meeting. He/she writes the minutes and decisions of the meeting and ensures their distribution to the relevant parties.
The secretariat of the Board of Directors is responsible for the administrative organization of the meetings, the distribution of the minutes of the meetings to the members of the Board of Directors and the storage of the decisions in the decision book.

Article 5: Duties and Responsibilities

The Committee:

(i) Ensures that corporate governance principles are adopted and implemented within the Company.
(ii) Determines whether the corporate governance principles are implemented or not, identifies conflicts of interest that may arise due to failure to fully comply with these principles and makes recommendations to the Board of Directors to improve the practices.
(iii) Investigates shareholder complaints received by the Company and ensures that they are finalized. In case the complaint is related to audit or risk management, it ensures communication with the relevant committees,
(iv) Conducts studies on other issues that may be evaluated within the scope of corporate governance as requested by the Board of Directors.
(v) Develops recommendations to ensure that public disclosures and analyst presentations are made in accordance with the Company's Public Disclosure Policy, particularly laws and regulations.
(vi) Provides coordination and supervision for the realization of corporate governance assessment and rating activities.
(vii) Informs the Board of Directors on matters within its authority and responsibility.
(viii) Documents its activities in writing and keeps a record of them.
(ix) Prepares a report on its activities and recommendations and submits it to the Board of Directors.

Article 6: Investor Relations

The Investor Relations Unit works to monitor the relations between shareholders and the Company and to ensure that the requirements of shareholders' right to information are fully fulfilled. Investor relations unit;

(i) Is reinforced with personnel as needed.
(ii) Ensures that the written information requests of the shareholders regarding the Company are answered within the framework of the legislation, Articles of Association, corporate governance principles and public disclosure policy.
(iii) Organizes or participates in periodic investor information meetings in Türkiye and abroad within the framework of the legislation, Articles of Association, corporate governance principles and public disclosure policy.
(iv) Carries out the necessary work to ensure active communication with domestic and foreign investors through the website as stipulated by the legislation.
(v) Oversees the realization of public disclosure in accordance with the relevant legislation.
(vi) Assists in keeping shareholder records in a healthy, secure and up-to-date manner.
(vii) Makes recommendations to ensure that annual reports are prepared in accordance with the legislation and corporate governance principles.
(viii) Monitors and assists in the proper conduct of general assembly meetings.
(ix) Prepares the documents to be presented to the shareholders at the general assembly meetings.
(x) Assists the chairman of the meeting and carries out the necessary work to ensure that the minutes of the general assembly meetings are duly kept.

Article 7: Nomination

The Board of Directors shall work on establishing a transparent system for identifying, evaluating, training and rewarding suitable candidates for the Board of Directors and determining policies and strategies in this regard, and shall make recommendations on the number of Board members and executives.

Article 8: Remuneration

The Committee determines opinions on approaches, principles and practices regarding the performance evaluation, career planning and rewarding of the members of the Board of Directors and senior executives; oversees the decisions taken and monitors their implementation. The Committee ensures that the principles of remuneration of the members of the Board of Directors and senior executives are in compliance with the Company's governance principles and practices and endeavors to ensure that the remuneration policy is balanced with the Company's interests and submits the results to the Board of Directors.

Article 9: Amendments

Amendments to the Working Principles of the Corporate Governance Committee are subject to the approval of the Board of Directors.