Eyüp-İstanbul Nilgün T.C. Zekeriyaköy Köyü Merkez Mevkii Yaprak Kasrat

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1 POLİSAN HOLDİNG ANONİM ŞİRKETİ ARTICLES OF ASSOCIATION INCORPORATION AND FOUNDERS Article 1: A joınt-stock company is incorporated between the founders whose names, surnames, nationalities and residence addresses are identified below in compliance with the immediate incorporation provisions of the Turkish Commercial Code. Name and Surname Nationality Address Necmettin Bitlis T.C. Bebek Mah. Arifipaşa Sk. No:11/16 Beşiktaş- İstanbul Ahmet Faik T.C. Göktürk Merkez Mah Kemer Boyu Sok No: 11 Bitlis Eyüp-İstanbul Fatma Nilgün T.C. Zekeriyaköy Köyü Merkez Mevkii Yaprak Kasrat Mah.12.Cad 5.Sok. No.7 Sarıyer-İstanbul Nurinisa Bitlis T.C. Levent Mah. Zerrin Sok. No:9 Beşiktaş-İstanbul Mehmet Emin T.C. Fulya Mah. Yeşilçimen Sok. Polat Towers Res. Bitlis No:12/404 Şişli-İstanbul Ahmet Ertuğrul T.C. Bebek Mah. Arifi Paşa Sok. No:11/16 Beşiktaş- Bitlis İstanbul Sevim Demirel T.C. İstanbul Blokları 1500 Cad. No:23/15 Çankaya- Ankara Alaattin Bitlis T.C. Esentepe Mah. Yuvam (Yuvalar) Sok. No:8/8 Şişli- İstanbul Selahaddin Bitlis T.C. Yıldız Mah. Palanga Cad. No:33/8 Beşiktaş-İstanbul İbrahim Sevel Erol Mizrahi T.C. T.C. Yeşilköy Mah. Yeşilköy İstanbul Cad. No:71/8 Bakırköy-İstanbul Poligon Mah. Yeni İstinye Yolu, Seba Residance F Blok D.18 Sarıyer-İstanbul TITLE OF THE COMPANY Article 2: The title of the Company is Polisan Holding Anonim Şirketi which shall be referred to as Company in this agreement hereafter. PURPOSE AND SCOPE OF THE ACTIVITIES Article 3: The purpose of the company is to facilitate the coordination between the enterprises in which it participates the capital and the management, to ensure the enterprises to be managed with a more rational, beneficial, contemporary sense of management that fulfills the need and by creating competition conditions depending on the same corporate governance principles, to

2 ensure the enterprises to perform services in the fields of planning, marketing, financial affairs, financing and fund management, law, human relations, information technologies within advanced technology. To establish and improve the principles and the corporate identity of the Company and ensure the corporate identity to be adopted in its affiliates, the domestic and local partnerships. The company may conduct the following business activities specified below singularly as well as participating in the capital and the management of the domestic and local enterprises that exist and will be existed in such fields as commercial, industrial, touristic, construction, mining as well as various activity subjects to achieve the Company s purposes. The Company may, 1. Make all kinds of disposals on various securities provided that such actions are not qualified as investment services and activities. 2. Acquire securities or finance securities in various forms provided that such actions are not qualified as investment services and activities. 3. Conduct any transactions that ensure the enterprises or their clients/purchasers to guarantee and protect values in the event of the capital increase or issuance of securities provided that such actions are not qualified as investment services and activities. 4. Assume all fiscal, financial or productional auditing and control of the enterprises in which it participates the capital and management, performs and makes others to perform organization works in order to make the enterprises to be more rational and productive. 5. Undertake the management of the enterprises in which it participates the capital and management by making agreements and pursuant to the provisions of the Capital Market Law, if deemed necessary, guarantee their profit shares that belong to that period provided that such actions are not qualified as brokerage. 6. Take precautions in order to organize the import and export transactions of the enterprises in which it participates the capital and management and their subsidiaries and perform joint services such as customs, warehousing, collection of revenues, fiscal and legal affiliates provided that such actions are not qualified as customs brokerage. 7. Assign the receivables including the account receivable related to installment sales as well as transfer and negotiate these receivables and instruments. In addition to this the Company may extend credit to the enterprises in which it participates the capital and management, their subsidiaries as well as their dealers provided that it does not conflict with the provisions of the Capital Market Board, 8. Transfer the funds that are gained from the equity capital and liabilities in order to develop, maintain the enterprises in which it participates the capital and management as well as maintain their sustainability, finance their investment provided that it does not conflict with the provisions of the Capital Market Law. The article of 21/1 Capital Market Law is reserved.

3 9. Supply various raw materials and supplies required by the enterprises in which the Company participate the capital and management in order to ensure continuity and support their investments, perform import activities as a pay master, organize the wholesale marketing of the goods and for this purpose the Company may purchase goods and materials and sell them both in domestic and foreign market. 10. Establish partnerships and be in cooperation with local or domestic enterprises and enter into agreements based on financial liability distribution with these enterprises. 11. Become indebted with or without guarantee, compromise, waive, accept and release. 12. Dispose the securities, take necessary actions in respect of chattel mortgage in order to guarantee its receivables. 13. Take loan in return of mortgage and other collaterals, take and give any kinds of guarantee in kind and personal guaranty in respect of collection, demand land registration and erasure in entry within the scope and purpose of the company. 14. Pool funds belong to itself, increase the funds, establish corporations, create new investment areas or develop and renew the technology within participating existing funds. 15. Establish social services in or out of the incorporation. 16. Acquire and lease real estates, give mortgage, take mortgage, assign, grant, establish any kinds of real rights and personal rights such as servitude, usufruct, right of residence, encumbrance on real estate, take and give mortgages and pledges assign, grant and establish property ownership and construction servitude in the favor of the third parties.(company may give support and make donations to the foundations included in the general budget, supplementary budget administrations, private provincial administrations, municipalities, villages, foundations granted tax exemption by the Council of Ministers, associations deemed to be useful for public interests, organizations and institutions engaged in scientific research and development, universities, and persons or institutions with similar nature.) The Company may engage in all kinds of registration, annotation, correction of kind, subdivision, combination, sharing, parceling or related abandonments and disposals with respect to all and any real properties land registries. 17. Establish foundations, associations that are engaged in education and healthcare facilities in and also out of the Company and grant shares provided that it does not conflict with the Capital Markets Law and regulations, and the required public material disclosures are made and the donations granted during the year are submitted to the shareholders in the General Meeting. The upper limit of donations is determined and approved by the General Assembly. In addition to this, it is not allowed to make donations in excess of the upper limit determined by the General Assembly. The donations made by the Shareholders in the fiscal year shall be added distributable profit. Donations shall be made provided that it does not conflict with the Capital Markets Law and regulations and the required public material disclosures are made

4 and the donations granted during the year are submitted to the shareholders in the General Meeting. 18. Enter into loan agreement in short, medium and long term, take loans and receive credit. 19. Incorporate with natural persons or legal entities that are engaged in the activities included in its scope of activities and participate in the existing enterprises. 20. Establish pledges and mortgages in favor of itself on movable and immovable properties of the third parties, annul the pledges and mortgages established in favor of itself. 21. Purchase, sell, rent, transfer the transport vehicles including vessel and establish any kinds of real rights and personal rights. 22. Acquire, hold, transfer and assign trade-marks, invention, know-how, and any other intellectual property in line with its purposes. 23. Give guarantees, sureties, mortgages and pledges in favor of itself as well as in favor of the enterprises in which it participates the capital and management and the partnerships that are in the scope of the full consolidation method during the issuing of the financial tables and the third parties to perform ordinary commercial activities in compliance with the provisions of the Capital Markets Board. The Company shall not give guarantees, sureties, mortgages and pledges to any other natural person or legal entities that are not specified above in this article and third parties out of purpose of carrying out the ordinary activities in scope of the Company. The Company may give guarantees, sureties, mortgages and pledges in compliance with the provisions of the Capital Markets Law. In case the Company demands to perform transactions that will be necessary and beneficial in the future other than specified in the articles above, the issue shall be submitted to the approval of the General Assembly of Shareholders upon the proposal of the Board of Directors. After the decision of the General Assembly, the Company may perform these transactions. The required permissions shall be taken from the Ministry of Customs and Trade, Capital Markets Board or other government agencies or authorities specified in the relevant provisions of Law in order to apply the decision that is qualified as an amendment of the articles of association. The provisions of the Capital Market Law are reserved. HEAD OFFICE AND BRANCHES Article 4 The head office is located in Kocaeli at the registered address of Dilovası Organize Sanayi Bölgesi 1. Kısım Liman Cad. No:7 Dilovası-Kocaeli The address of the branch is İçerenköy Mah. Ali Nihat Tarlan Cad. No:86 Ataşehir-İstanbul

5 Any change in the address shall be registered to Trade Registry and announced in the Turkish Trade Registry Gazette pursuant to the provisions of the Turkish Commercial Code and Capital Market Law. In addition, it is notified to Capital Market Board and Ministry of Customs and Trade. Any notification delivered to the registered and announced address is deemed to have been made to the Company. In the event that the company has not registered its new address in due time, this case shall be deemed reason for termination of the Company. The company may open branches in the country and abroad or any location deemed suitable based on the decision of the Board of Directors provided that is notified to the Ministry of Customs and Trade and Capital Markets Board. TERM Article 5 The Company was established for an unlimited period of time, approved by the Ministry of Industry and Trade as effective from the date of registration and announcement. ANNOUNCEMENTS Article 6 The announcements made by the Company shall be in accordance with the provisions of Turkish Commercial Code, Capital Market Board and other relevant regulations. CAPITAL Article 7 The company has adopted the registered capital system in accordance with the provisions of Capital Market Law and has passed into this system upon permit nr. 37/986 dated of the Capital Market Board. The registered capital ceiling level of the Company is TL (five hundred million), divided into shares, each with a nominal value of 1 TL (one Turkish Lira). The issued capital of the Company is TL (three hundred and seventy million) which is divided into (three hundred and seventy) shares. The issued capital of TL is paid in full and completed free from collusion and unlawful conduct. The Board of Directors is authorized to issue new shares over the limit of nominal values, restrict the right of preemption (buying new shares) of the shareholders and increase the issued capital by issuing new shares when it is deemed necessary pursuant to the provisions of Capital Market Law and other relevant provisions. The permit of registered capital ceiling level given by the Capital Market Board shall be effective for the term of 5 years, between the years of 2011 and Even if the registered capital ceiling levels are not attained at the end of 2015, in order to take capital increase decision for the previous approved ceiling level or a new level, The Board of Directors shall get authorization from the General Assembly for a new period after getting permission from

6 the Capital Market Board. In case of not getting such an authorization, the company shall be considered as signed out from the registered capital system. The capital of the Company may be increased or decreased when it is deemed necessary pursuant to the provisions of the Turkish Commercial Code and Capital Market Law. The Company shall not entitle to create privileged rights to the Board of Directors in the framework of the Capital Market Board. All the shares are consist of bearer shares. The shares representing the capital are followed in a dematerialized form as per demineralization basics. SALE AND TRANSFER OF SHARES Article 8 The transfer and assignment of the bearer shares and such transactions shall be performed subject to the provisions of the Turkish Commercial Code and Capital Market Law and other relevant regulations. BOND AND OTHER DEBT INSTRUMENTS Article 9 The Company may issue any kind of bonds, participation bonus shares, profit and loss sharing certificate, dividend certificate, participation dividend certificate, index linked, lottery profit and loss sharing certificate, finance bonds or other kinds of capital market instruments or negotiable instruments in order to be sold to natural person or legal entities at home or abroad pursuant to the provisions of Turkish Commercial Code, Capital Market Law and relevant regulation. The Board of Directors is entitled to issue any kind of debt instruments, commercial papers, profit and loss sharing certificate, participation bond, participation dividend certificate and any capital market instruments and determine the amounts and other conditions. The Capital Market Law and relevant regulations shall be applied in respect of specifying the limit of the capital market instruments. BOARD OF DIRECTORS AND TERM Article 10 The businesses and management of the Company shall be conducted by the Board of Directors consisting of at least 5 but not more than 9 members to be elected from among the shareholders by the General Assembly pursuant to the Turkish Commercial Code and Capital Market Law. The number of members of the Board of Directors shall be determined to facilitate productive and constructive works, decide in a rapid and rational way, organize the formation of committee and their works.

7 The Board of Directors shall consist of the members who perform duties in execution as well as do not perform duties in execution however the majority of the Board of Directors consist of the members who do not perform duties in the execution. Among the members who do not perform duties in execution, there shall be independent members who perform their works without being prejudiced. The appointment, election, number and qualifications of the independent members who will be appointed to the Board of Directors shall be determined in accordance with the Capital Market Board and Corporate Governance Regulations. Each year the Board of Directors shall elect one Chairman and one Deputy Chairman in order to represent the Chairman in the absence of the Chairman among its members. In the absence of the Chairman and Deputy Chairman, a member shall be elected by the Board of Members as the Chairman however this person shall has no right or authority other than writing the minute of the meeting properly. Including the independent members, the members of the Board of Directors shall be elected for the term of 3 years at most. A member whose office term is over may be reelected provided that the member is discharged. If it is deemed necessary by the General Assembly, The Board of Directors may anytime replace the members. The unseated members shall not have the right to claim for compensation. If any independent member loses its independence, or resigns, or becomes incapable of performing its duties, the independent member shall notify the Board of Directors in order to be released to the public and as a principle the member shall resign. The new member shall be appointed in compliance with the Corporate Governance Principles issued by the Capital Market Board. PROBATIONAL APPOINTMENT Article 11 In the event of a membership discharge resulting from any reason, the member shall be appointed by the remaining members of the Board of Directors. The appointment proceeding shall be submitted to the approval of the first General Assembly under the conditions of Turkish Commercial Code and Capital Market Law. In this manner, appointed member shall perform its duties until the first General Meeting and in the event that the General Assembly approves the appointment, the member shall complete duty term of the prior member. Members of Board of Directors shall be dismissed by General Assembly at any time. BOARD OF DIRECTORS ORGANIZATION AND MEETING ORDER Article 12 The Board of Directors shall be convened upon the request of the Chairman and the Vice Chairman as frequent as necessary to fulfill its duties effectively. The Chairman of the Board sets the agenda of the Board of Directors Meetings conferring with other Board Of Directors members and general manager. Members shall be attantive to participate in each meeting and express their opinions.

8 Each member may request the Chairman to convene the Board Of Directors Meeting in written. The Board of Directors Meetings shall be held at the Head Office of the Company provided however that a meeting may be held at some other place when necessary with the decision of the Board of Directors. The Board of Directors shall be convened with the participation of the majority of the entire number of its members. The resolutions shall be made with the majority of the votes of the attending members. The Company shall follow the Corporate Governance Principles that are required to be implemented by the Capital Markets Board. Activities carried out and resolutions taken by the Board of Directors without complying with the obligatory principles shall be deemed invalid and contrary to the articles of Association. In the transactions deemed to be important in terms of compliance with the Corporate Governance Principles and the Company s related party transactions and in transactions where securities, guarantees, pledges and mortgage are given in favor of the third parties, regulations regarding corporate governance of the Capital Markets Board shall apply. In case the members of the Board of Directors are not independent while taking decisions about the parties subject to decisions in terms of the Corporate Governance Principles declared by the Capital Markets Board, the member of the Board of Directors is liable for notifying the reasons to the Board of Directors and writing to minutes. The Members of the Board of Directors shall not participate to the discussions related to their own personal benefits, their spouses as well as third degree blood and affinity relatives benefits. The member who acts in contradiction to this provision shall indemnify the loss resulted from the wrongful act. The Meeting Quorum shall be specified with respect to the number of the members appointed by this Articles of Association: The number of the Board of Directors Members: Minimum Meeting Quorum : The decisions may be made by getting the written approval of such proposal at least the majority of the members pursuant to the Article 390 (4) of the Turkish Commercial Act. The Chairman of the Board is responsible for conducting the Board meeting announcements and discussions in a proper manner and have the resolutions recorded in the minutes.

9 Each member of the Board of Directors has only one right of vote and each member shall vote personally. A decision may be also made by getting the written approval of other members for such proposal unless one of the member request for a meeting. In the Board of Directors, the votes shall be for approval or refusal. The members who vote for refusal shall write the reasonable and detailed grounds under the decision by signing and notify the auditors of the Company. The members who do not attend the meeting shall not vote by the proxy in written or any other ways. The Board of Directors members must attend the meetings in fact. It shall also possible to attend the meetings by using any technological methods that would provide remote access. The opinions of the members, who are not able to attend the meeting but present their opinions in writing, shall be submitted for the information of the other members. The Board of Directors is entitled to establish a Committee in order to detect the reasons that imperil the corporate existence, corporate development and its continuity, to take precautions, to ensure risk management and early detection of risk besides the Company shall operate and improve based on the Article 378 of the Turkish Commercial Code. The provisions of the Turkish Commercial Code, the Corporate Governance Principles of Capital Markets Board and other relevant regulations shall be applied to establishment of the committees under the authority of the Board of Directors, their scope of duties and the rules of procedures. THE DUTIES AND POWERS OF THE BOARD OF DIRECTORS Article 13 The duty of the Board of Directors is to manage and represent the Company. The Board of Directors shall make resolutions about all actions and transactions which are included in the subject of the Company. All actions and transactions, which are not in the authority of the General Assembly specified in the Turkish Commercial Code and the Articles of Association are completely belong to the Board of Directors. The Board of Directors are authorized to represent, compromise and release, renounce the Company in the presence of the official authorities. Moreover, the Board of Directors are authorized to nominate the managers, determine their authorities, make regulations, detect the budget and the staff, appoint and discharge the managers, officials and employees and distribute the duties. The Board of Directors prepare the corporate books, the annual balance sheets, profit and loss accounts and give them to auditors on time, prepare annual activity report and submit its proposals related to the dividend, reserve fund and reserve accounts to General Assembly. TRANSFERENCE OF THE AUTHORITY Article 14 The Board of Directors may transfer its duties and authorities partially or wholly to one or more than one member of the Board of Directors or a third party. In this case, the Board of

10 Directors issues a directive pursuant to Turkish Commercial Code Article 367/1. It is mandatory that at least one member have the authority to represent. AUTHORITY TO REPRESENT AND BIND Article 15 In order for any documents that are submitted and agreements that are entered into are valid and binding, the person who are authorized by the Board of Directors shall sign under the Company s Title on behalf of the Company. Their signing authorities are registered and announced in compliance with the procedure with respect to the transactions they are authorized. The Board of Directors perform its duties that arise from Turkish Commercial Code, Capital Market Law, other relevant regulations and are assigned by the General Assembly. The Board of Directors may assign its authorities partially or wholly to whom the members of the Board of Directors, the duly authorized aliunde appointed or the managers who are not deemed necessary to be shareholder. The Board of Directors may create committees specified in the Article 21 and Corporate Governance Principles published by the Capital Market Board in addition other sufficient number of necessary committees to perform its duties and liabilities considering requirements of the Company. REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS Article 16 The Members of the Board of Directors shall be entitled to remunerated by the General Assembly annually, monthly or per meeting. The remuneration basis of the Board Members, including the independent Board Members and the Executives are specified pursuant to Corporate Governance Principles in the Capital Market Board and the relevant regulations. ELECTION OF AUIDITORS Article 17 The audit of the Company and the other terms specified in Law shall be governed by the relevant provisions of Turkish Commercial Code and Capital Market Law. DUTIES Article 18 Abolished Provision THE REMUNERATION OF THE AUIDITORS Article 19 Abolished Provision GENERAL ASSEMBLY OF SHAREHOLDERS Article 20

11 The General Assembly of Shareholders shall be convened either for ordinary or extra ordinary meetings pursuant to Turkish Commercial Code and Capital Market Law. a. Convocation: The General Meetings shall be convened in accordance with the relevant provisions and regulations in the Turkish Commercial Code and Capital Market Law. Minority rights shall be used in accordance with the relevant provisions and regulations in the Turkish Commercial Code and Capital Market Law. b. Date of Meeting : The ordinary meetings of the General Assembly of Shareholders shall be convened within 3 ay months after the end of fiscal period and at least once in a year. The Extraordinary meetings of the General Assembly shall be convened at any time if deemed necessary by the Company s business in accordance with the provisions specified in the relevant regulations. c. Notice of Convening : The announcements related to convening of the Ordinary or Extraordinary Meeting shall be made at least 3 weeks prior to the General Meetings by publishing on the Web Site of the Company and through the procedures set forth in the Legislation including electronic media, as well as any other communication instruments in order to ensure the participation in maximum. The article 416 of the Turkish Commercial Code is reserved. It is mandatory to follow the regulations of the Capital Market Law. d. Location : The General Assembly of the Shareholders shall convene in the Head Office or in the city that the Head Office is located in. The location of the General Meeting shall be specified in the notice, in case of convening of the General Meeting in a different location other than the Head Office by the decision of the Board of Directors. e. Right to Vote : Each shareholder or their representatives present in the General Meeting has one voting right. f. Negotiation : In the General Meetings the topics written in the Article 413 of Turkish Commercial Code are discussed and resolved in compliance with the Article 409. Save for the exceptions in the Article 438 of Turkish Commercial Code, the topics that are not included in the agenda shall not be discussed. The Members of the Board of Directors and the auditors should attend the meetings. In addition to this, those who have liabilities and make statements related to the topics in the agenda should attend. The excuses of the persons who do not attend to the meetings in the framework of this article shall be notified to the General Assembly by the Chairman of the meeting. The candidates for the membership of the Board of Directors shall also attend the meetings and answer the questions. Provisions of the Turkish Commercial Code and the Capital Markets Law shall be applied in terms of meeting and resolution quorum in General Assembly meetings of the Company. g. At least 20 days prior to the date of the meeting, the meetings shall be announced and documents related to the agenda of the Meeting shall be sent to the relevant Ministry. In each meeting the representative of the Ministry shall attend, the General Meeting shall not be binding and valid in the absence of the representative of the Ministry.

12 h. Representation : In the General Meetings, the shareholders may be represented through a proxy appointed from among the other shareholders or third parties. The proxies who hold share in the share capital of the Company are entitled to vote both on behalf of themselves and the shareholders being represented by such proxies. The Board of Directors shall designate the form of the certificate of authorization in compliance with the regulations of the Capital Market Board. The certificate of authorization shall be prepared in written. Provided that it is specified in the certificate of authorization, it is mandatory to vote in line with the demand of the represented party. The relevant regulations of the Capital Markets Law shall be applied to voting by proxy. i. Voting System: In the General Meetings, the decisions shall be voted pursuant to the regulations of Capital Markets Law by raising hands up as well as showing the documents that indicates the proxy votes. However, it is mandatory to make a secret voting upon the request of 1/5 of the shareholders represented in the meeting. Within the prior approval of the General Assembly, the shareholders who hold the control of management, the members of the Board of Directors, executives, and their spouses, second degree blood and affinity relatives may perform transactions that may cause conflict of interest and compete with the Company and its subsidiaries and it is mandatory to give information to the General Assembly of the Shareholders about the stated transactions. The one who is the party in such stated transactions that the approval is necessary or the one that related to that party shall not vote in the General Assembly for the stated transactions. To discuss these issues in the General Assembly, the simple majority of the one who have right to vote in the meetings is enough to make a decision, the meeting quorum shall not be required. The 5 th Clause of Article 421 of the Turkish Commercial Code is reserved. COMITTEES Article 21 The Board of Directors form Audit Committee and Corporate Governance Committee, Nomination Committee, Early Detection of Risk Committee and Compensation Committee in order to perform its duties and liabilities considering the circumstances and requirements of the Company. All the members of the Audit Committee and the presidents of the other committees shall be elected among the Independent Members of the Board of Directors. The general manager shall not take charge in the Committees. In case the Board of Directors does not form Nomination Committee, Early Detection of Risk Committee and Compensation Committee, Corporate Governance Committee fulfills their duties. Rules of procedures of the Committees shall be specified in details and announced to public in compliance with the provisions of this agreement, the Corporate Governance Principles designated by the Capital Market Board and the relevant regulations. The Board of Directors may anytime reorganize the duties and field of work and make alteration in the membership in line with the requirements.

13 The presidents of the committees are elected among the Board of Directors. The Committees shall be consist of at least two members. As a principle, one member of the Board of Directors shall not take place in more than one committee. The committees shall perform their duties in an independent way and suggest proposals to the Board of Directors. They shall not have the authority to take executive decisions. The Board of Directors is entitled to take decisions related to the proposals suggested by the Committees. The Committees shall be convened upon the request of the president when it is deemed necessary. All works or studies shall be prepared in writing and kept in record. THE DUTIES OF THE COMMITTEES Article The Audit Committee is liable for performing the activities specified below primarily in order to facilitate the internal auditing as well as independent auditing in an efficient manner: To audit and approve the compliance with the standards of the financial statements and postscripts that will be disclosured. To audit the accounting system of the Company, the disclosure of the financial statements, the operation of internal control system and independent auditing. To examine and conclude the complaints about the account, internal control system and independent auditing of the Company. To elect the independent audit firm. In addition, to prepare the agreement in order to initiate the independent auditing process and all the works and studies of the independent audit firm in each stage are included in the duties of the committee. To make precautions to prohibit the conflict of interest among the members of the Board of Directors, managers and other employees and to prevent the abuse the trade secrets of the Company. The Audit Committee shall be convened upon the request of the president at least each 3 months. If it is deemed necessary, the president may invite any member in order to get information. 2- The Corporate Governance Committee checks whether the Corporate Governance Principles are applied or not, ascertain the conflict of interest in consequence of not following the Corporate Governance Principles accurately. Furthermore the Committee submits audit recommendations to the Board of Directors about the amendatory corporate governance applications. INDEPENDENT AUDIT Article 23

14 Financial statements and reports, independent audit that are obligatory by the Capital Market Law shall be announced to public in accordance with the procedures and principles specified by the Turkish Commercial Code and Capital Market Board. AMENDEMENT OF THE ARTICLES OF ASSOCIATION Article 24 Amendments of the articles to be discussed in the General Meeting, the Board of Directors shall need to get permission from the Capital Market Board and Ministry of Customs and Trade. The amendments on this subject shall be approved in accordance with the procedure and effective as the date of the announcement after being approved and registered at the Trade Registry. INTRODUCTION FOR ANNUAL REPORT Article 25 One original copy of the Board of Directors Report, balance sheets, profit and loss statements, tables displaying the names and shares of the shareholders present in the General Meeting and Minutes of General Meeting shall be delivered to the Capital Market Board and Ministry of Industry and Trade in one month at the latest as of the last meeting date and shall be given to the Board and Ministry Representatives present in the meeting. The Communiques of the Capital Market Board shall be applied in respect of issuing and announcing balance sheets, statements of receipts and audit reports. APPROVAL OF THE FINANCIAL STATEMENT AND RELEASE Article 26 The resolution of the General Assembly related to the approval of the financial statement means the resolution of the members of the Board of Directors, auditors and managers. The members of Board of Directors, managers and auditors shall not deemed to be released in case some aspects are not included in the financial statement or the financial statement is misregulated. The resolutions related to the approval of the financial statements and accounts given before the report of the auditors shall not be valid and binding. TERMINATION AND DISSOLUTION Article 27 In case of the termination and dissolution of the Company, its liquidation shall be conducted provisions of the applicable regulations of the Capital Market Board and the Turkish Commercial Code. LEGAL PROVISIONS Article 28 Any of the provisions specified in the Articles of Association shall not be applied in contradiction with the executory Law, regulation, legislation, communiqué. Any subject which is not included in these Articles of Association shall be governed by the relevant provisions of the Turkish Commercial Code, the Capital Market Law and applicable law.

15 The Mandatory Corporate Governance Principles of the Capital Market Board shall be complied. All actions and decisions of the Board of Directors that do not comply with the Mandatory Principles shall be invalid and deemed to be in contradiction with these Articles of Association. FINANCIAL PROVISIONS Article 29 The fiscal year of the Company begins in the first day January and ends in the last day of December of the same year. Solely, the first fiscal period exceptionally specifies the period between the date of establishment of the Company and the last day of December. DISTRIBUTION OF PROFIT Article 30 The balance after deduction of the previous year losses (if any) from the remaining current profit of the Company as shown in the balance sheet of the Company which yields to the total income of the Company as of the end of the related fiscal year, less the general expenses and overheads along with the amounts, such as various depreciation items, mandatory to be paid by the Company and other amounts mandatory to be set aside by the Company, and all and any taxes payable by the Company, will be allocated and distributed as shown below: General Legal Reserve Fund: a) 5% is set aside as legal reserve fund. First Dividend b) Out of the balance, first dividend is set aside which to be calculated by taking into account any donations granted during the relevant fiscal year in accordance with the Turkish Commercial Code and the Capital Markets laws and regulations. c) After the deduction of these specified above, the General Assembly is entitled to decide the distribution of the dividends to the members of the Board of Directors, privileged shareholders, officers and other employees, foundations of various purposes and similar persons and/or entities. Second Dividend d) As for the remainder of the relevant net profit after deduction of the amounts referred to in sub-paragraphs (a), (b), (c) hereof, the General Assembly of Shareholders is authorized to fully or partially distribute the said amount as second dividend or to set aside as reserve funds pursuant to article 521 of the Turkish Commercial Code. General Legal Reserve Fund e) The amount 1/10 calculated by deducting the amount %5 of the distribution of profit from the part that is distributed to shareholders and other participating persons shall be

16 added to the general reserve fund pursuant to 2 nd Paragraph Article 519 of Turkish Commercial Code. Unless all reserves required by law are set aside and the dividend determined for the shareholders as per these Articles of Association are distributed in cash and/or as gratis shares, it cannot be resolved to set aside other reserve funds, or to carry forward profit to the next year, or to distribute profit to the members of the Board of Directors, officers and other employees, foundations of various purposes and similar persons and/or entities. Dividends are distributed equally to all of the existing shares as of the date of distribution, regardless of their dates of issue and time of acquisition. Method and timing of distribution of profit resolved to be distributed will be decided by the General Assembly of Shareholders upon a proposal of the Board of Directors. The profit distribution decision of the General Assembly of Shareholders taken in accordance with the provisions of these Articles of Association cannot be revoked. It may be resolved to pay to the shareholders advances on profit in compliance with the provisions of Capital Market Law.