Obligations of Board of Directors Members - I 10 January 2020

1. Company Management

All Board of Directors members must participate in the activities regarding the management of the company, which are either stated in the Articles of Association (“AoA”) or embodied in the related laws, unless such related powers have been transferred as explained below.

2. Obligation not to Make any Transaction with Company (Article 395 of TCC)

It is prohibited for the Board of Directors members to make any transactions which are included in the scope of business activity of the company on his/her behalf or someone else’s account with the company in accordance with the Turkish Commercial Code (“TCC”) Article 395/1. This prohibition can only be removed through a provision stated in the AoA of the company or a resolution taken by the General Assembly. If Board of Directors members do not behave accordingly with this obligation, the company can claim that such transaction is null and void. Additionally; although this transaction will be void for the company, the Board of Directors member who made it will be bound with the said transaction. Furthermore; if the company is damaged due to this transaction, the Board of Directors member can be requested to compensate these damages pursuant to Article 553 of TCC.

The Board of Directors members who do not have any shares, or the relatives of the Board of Directors members who do not have the title of shareholder, cannot borrow cash from the company. In addition, the company can neither pledge, nor give guarantee, nor take responsibility for these persons, nor take over their debts; otherwise the creditors of the company can directly pursue legal means against mentioned persons.[1]

3. Obligation not to Compete with Company (Article 396 of TCC)

A member of the Board of Directors can neither make any commercial transaction which is included in the scope of the business activity of the company on his/her or someone else’s account nor be an unlimited liable partner in another company engaged in similar commercial activities. Only General Assembly can give permit to act contrary to this Article.

The company has following alternative rights against the Board of Directors member violating this Article:

• To claim the compensation of the damages
• To assume that the transaction has been made on behalf of the company, instead of compensation
• To sue for the fact that the interest arising out of the contracts made with third parties, is actually of the company.

4. Prohibition of Participating in Negotiations (Article 393 of TCC)

The Board of Directors members cannot participate in any negotiations related to the conflict of the interests of the company and external or personal interests of his/her own or his/her relatives.

The Board of Directors member who acts on contrary to this regulation, the members who do not object to the relevant member’s participation despite knowing the conflict of interest and the Board of Directors members who make the decision of aforementioned member’s participation in the negotiations are responsible for the compensation of damages of the company.

5. Obligation of Care and Loyalty (Article 369 of TCC)

The Board of Directors members are obliged to act with care and loyalty, an obligation bound to the criterion of acting as a prudent executive. It is assumed that the Board of Directors members will not be held liable, as long as they show the necessary care and loyalty and act as per the corporate governance principles.