Working Principles of the Board of Directors

Article 1: Scope and Basis

These working principles ("Working Principles") set out the scope of duties and working principles of the Board of Directors ("Board of Directors") of Çates Elektrik Üretim A.Ş. ("Company").

The Board of Directors has been prepared based on the Company's Articles of Association, taking into account Articles 367 and 371 of the Turkish Commercial Code and the provisions of the related Corporate Governance Communiqué (II 17-1).

Article 2: Purpose and Duties

2.1. The Company is managed and represented by the Board of Directors. The Company's Board of Directors is a decision and approval authority, exercises its powers and responsibilities within the framework of legislation, articles of association, internal regulations and policies, and represents and binds the Company in accordance with the signature circular.

2.2. The Board of Directors works with the objectives of strengthening the Company's position in the sector and ensuring its sustainability, continuing the Company's activities in a more corporate structure, delegating authority in a controlled environment, creating an auditable environment, focusing on strategic decisions as the Board of Directors, and making backups for critical positions.

2.3. The Board of Directors determines the Company's strategies. In line with the strategies, the CEO is responsible for overseeing the Company's activities and corporate performance. The Board of Directors conducts its activities within the framework of fairness, transparency, responsibility and accountability.

2.4. The Board of Directors is authorized to take decisions on all kinds of business and transactions required within the scope of the Company's purpose and activities, except for those that are left to the authority of the General Assembly pursuant to the Turkish Commercial Code, capital markets legislation and the Company's Articles of Association.
2.5. The provisions of the relevant legislation shall apply to the formation, duties and working principles of the committees that the Board of Directors is obliged to establish within the scope of the Capital Markets Law, the regulations of the Capital Markets Board on corporate governance, the Turkish Commercial Code and the relevant legislation, and their relations with the Board of Directors. In order to ensure that the Board of Directors fulfills its duties and responsibilities in a healthy manner, the Board of Directors establishes committees within the Board of Directors, including the Early Detection of Risk Committee, Audit Committee, Corporate Governance Committee, Nomination Committee and Remuneration Committee, as well as other committees required by law or deemed appropriate by the Board of Directors. However, if a separate Nomination Committee and Remuneration Committee cannot be established due to the structure of the Board of Directors, the Corporate Governance Committee shall fulfill the duties of these committees. Duties, working principles and members of the committees are determined by the Board of Directors and disclosed to the public. All members of the Audit Committee and the chairmen of the other committees must be elected among the Independent Board Members.

Article 3: Member Structure and Membership

3.1. The affairs and administration of the Company shall be managed by the General Assembly in accordance with the provisions of the Turkish Commercial Code and the Capital Markets Law by a Board of Directors consisting of the minimum number of members and the conditions specified in the Turkish Commercial Code and the capital markets legislation.

3.2. It is not obligatory for the members of the Board of Directors to be shareholders. Legal entities may be elected to the Board of Directors. In the event that a legal entity is elected as a member of the Board of Directors, only one real person designated by the legal entity on behalf of the legal entity shall be registered and announced together with the legal entity; in addition, the registration and announcement shall be announced on the Company's website. Only this registered person may attend and vote on behalf of the legal entity.

3.3. Members of the Board of Directors may be elected for a maximum of three years. Board members whose term of office expires may be re-elected. If deemed necessary, the General Assembly may dismiss the members of the Board of Directors at any time.

3.4. Regarding the terms of office of the Independent Board Members, the regulations of the Capital Markets Board on corporate governance and the provisions of the Company's Articles of Association shall be complied with.
3.5. Provided that the capital represented by Class A shares continues to represent at least 30% of the issued capital of the Company, half of the members of the Company's board of directors shall be elected among the candidates nominated by the shareholders holding the majority of the capital represented by Class A shares. The members of the board of directors to be elected among the candidates nominated by the shareholders holding the majority of the capital represented by the aforementioned Class A shares shall be members other than the independent members specified in the corporate governance principles of the Capital Markets Board.

3.6. In the event that the capital represented by Class A shares does not continue to represent at least 30% of the issued capital of the Company, the above-mentioned privilege to nominate candidates to the board of directors shall automatically cease to exist as soon as the legal transaction leading to this situation is realized. Furthermore, in the first general assembly meeting to be held upon the realization of this situation, these articles of association will be amended and share groups and references to share groups will be removed.
3.7. A sufficient number of Independent Board Members shall be elected to the Board of Directors by the General Assembly within the framework of the principles regarding the independence of the members of the Board of Directors set forth in the corporate governance principles of the Capital Markets Board. Independent members of the Board of Directors must meet the conditions set forth in the Capital Markets Board's regulations on corporate governance. The Board of Directors evaluates the qualifications of the members annually within the scope of the principles regarding the independence of the Independent Board Members.

3.8. In the event that one of the memberships becomes vacant for any reason or an independent member of the Board of Directors loses his/her independence, an appointment shall be made in accordance with the provisions of the Turkish Commercial Code and capital markets legislation and submitted to the approval of the first subsequent General Assembly. The member whose election is approved by the General Assembly shall complete the remaining term of office of the member in whose place he/she is elected. In case of a vacancy, in place of the member of the Board of Directors elected by nomination of the shareholders holding the majority of the capital represented by Class A shares, the candidate jointly proposed by all of the members of the Board of Directors who continue to serve among the members of the Board of Directors elected by nomination of the shareholders holding the majority of the capital represented by Class A shares shall be appointed with the approval of the Board of Directors.

3.9. The board of directors may conclude contracts and other transactions exceeding the term of office

Article 4: Meetings

4.1. The Company's Board of Directors convenes periodically every two months and, if necessary, upon the invitation of the Chairman of the Board of Directors, on the date of the invitation, at home or abroad, in person or electronically, and discusses and decides on the issues on its agenda within the scope of its roles and responsibilities.

4.2. The Secretariat of the Board of Directors shall share the agenda prepared by the Chairman of the Board of Directors and the documentation related to the agenda items with the members of the Board of Directors, preferably 3 days prior to the meeting day, and shall finalize the agenda with the approval of the Chairman of the Board of Directors in line with the suggestions received and share it with the members prior to the meeting.

4.3. The dates, place and time of the meetings shall be set by the Chairman of the Board of Directors by taking the opinion of the members of the Board of Directors within a program.

4.4. Members of the Board of Directors must attend every meeting unless they have a valid excuse.

4.5. The Board of Directors Secretariat shall keep the notes of the Board of Directors meetings and share them with the members. Meeting notes are regularly archived by the Board Secretariat.

4.6. The decisions of the Board of Directors shall be kept by the Board of Directors Secretariat in a decision book to be kept for the Board of Directors.

4.7. The provisions of the Turkish Commercial Code and capital markets legislation shall apply to the meeting and resolution quorums at the Board of Directors meetings.
4.8. Senior management prepares and submits monthly reports to the Board of Directors on the processes related to the completion of the Company's targets. The monthly reports are evaluated by the Board of Directors regardless of whether a meeting is held or not.

4.9. Pursuant to the provisions of the Turkish Commercial Code, if none of the members of the Board of Directors requests a meeting to be held, and provided that the written approval of a sufficient number of members of the Board of Directors, as stipulated in the Turkish Commercial Code, capital markets legislation and these Articles of Association, is obtained for a proposal made by a member of the Board of Directors in the form of a resolution on a specific issue, the Board of Directors may take a decision.
4.10. Those who have the right to attend the Company's Board of Directors meetings may also attend these meetings electronically in accordance with Article 1527 of the Turkish Commercial Code. Pursuant to the provisions of the Communiqué on the Meetings to be held electronically in Commercial Companies other than the General Assemblies of Joint Stock Companies, the Company may establish the Electronic Meeting System that will enable the right holders to participate and vote in these meetings electronically or may purchase services from the systems established for this purpose. In the meetings to be held, it shall be ensured that the right holders can exercise their rights specified in the relevant legislation within the framework specified in the provisions of the Communiqué on the Meetings to be held electronically in Commercial Companies other than the General Assemblies of Joint Stock Companies through the system established pursuant to this provision of the Articles of Association or through the system from which support services will be purchased.

Article 5: Organs of the Board of Directors

5.1. The Board of Directors may establish committees in accordance with the obligations under the relevant legislation or capital markets legislation. If deemed necessary, new committees and/or commissions may be established by the Board of Directors. The results to be obtained by the committees working within their areas of authority shall be conveyed to the Board of Directors. The final decision on whether or not to implement the proposal of the committees belongs to the Board of Directors.

5.2. The working procedures and principles of the Committees shall be determined by a separate Working Principles text.

Article 6: Representation and Binding

The signature circulars for the representation and binding of the Company shall be determined separately by a resolution of the Board of Directors.

Article 7: Amendment

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

Article 8: Enforcement

The Working Principles of the Board of Directors are put into effect with the approval of the Board of Directors.