IZMIR COMMERCIAL REGISTRY

REGISTRATION NO: 29465/K. 282

BATI ANADOLU ÇİMENTO SANAYİİ

ANONİM ŞİRKETİ (BATI ANADOLU CEMENT INDUSTRY JOINT STOCK COMPANY)

The operating center is located in Izmir (Gazi Boulevard, Suburb 112) and is arranged by its

founders to conduct business pursuant to the written purposes and operations in these Articles

of Association. The company, which is allowed to be founded with the documents dated

September 1, 1966 of the Trade Attorney, the Company is certified on the date of 5.9.1966, and

the principal decisions no 1966/151 and 1966/121 of the Izmir First and Second Commercial

Tribunal; in accordance with the provisions of the Company's trade title, commercial business

and Articles of Association, the Company shall be declared to be registered on 5.9.1966 in

accordance with the Turkish Commercial Code, with the registration number of 29465.

(Published in the Turkish Commercial Registry Gazette on 7.9.1966 with gazette number 2850.)

BATI ANADOLU ÇİMENTO SANAYİİ

ANONİM ŞİRKETİ ARTICLES OF

ASSOCIATION

ESTABLISHMENT

Article:-1 –

Among the founders of the names and institutions below, a joint stock company was established

to operate in accordance with the provisions of the Turkish Commercial Code and this Articles

of Association.

THE FOUNDERS OF THE COMPANY ARE:

1- İzmir İthalat Anonim Şirketi İzmir, Gazi Bulvarı 112

2- İzmir Toptan Ticaret Anonim Şirketi İzmir, Gazi Bulvarı 112

3-Alver Sanayi ve Ticaret Türk Anonim Ortaklığı İzmir, Gazi Bulvarı 112

4- Şevket Filibeli: T.C. citizen İzmir, Mithatpaşa Caddesi 984

5- Seyit Şanlı: T.C. citizen İzmir, Mithatpaşa Caddesi 802

6- Mehmet Yeniler: T.C. citizen İzmir, 1301.nci Sokak 2

7- Rıfat Yemişçi: T.C. citizen İzmir, Mithatpaşa Caddesi 889

8- Mehmet Orhon: T.C. citizen İzmir, Mithatpaşa Caddesi 630

9- Muzaffer Yalman: T.C. citizen İzmir, Karşıyaka 1690.ncı Sokak 126

10- Ali Mütevellioğlu: T.C citizen İzmir, 1420.nci Sokak 81/5

11- Kâmil Tınas: T.C. citizen İzmir, 1379.ncu Sokak 16

COMPANY NAME:

Article:-2 –

The company's trade title is the “Batıçim Batı Anadolu Çimento Sanayii Anonim Şirketi”.

BUSINESS PURPOSE AND SUBJECT OF THE COMPANY:

Article:-3 –

I- The Company’s industrial, commercial, economic and financial objectives and the main types

and scope of its business subject comprise the following:

A-) CEMENT SECTOR:

All kinds of cement, or materials made from cement, or mortar and products, or products with

cement added, the production and manufacture of cement and cemented products and trade of

limestone, clay, stone, gypsum, sand, gravel, pozzolana substances, iron ore, coal, all kinds of

raw, semi-finished and manufactured substances, auxiliary substances and materials, extraction,

procurement, production, trade, foreign procurement, foreign sales, and transportation.

B-) MINING SECTOR:

The scope of the legislation on the decision of the Council of Ministers with all energy mines,

metal mines, industrial mines and precious stones in the natural environment within the scope

of the provisions of the regulations and legislation concerning the mining law, in the form of

elements, compounds or mixtures. All kinds of substances and mines to be included in the

exploration, operation, ownership of any rights, tactics, search, business permits and business

privileges in terms of the employment and acquisition of all kinds of mining in industrial and

commercial activities, especially stone, sand, gravel, limestone, clay and set-up and running of

similar quarries.

C-) TRANSPORTATION SECTOR:

To engage in brokerage, representation and agency works for all activities related to the

transportation of people, property and other goods from abroad to the country, from the country

to abroad and within the country, by land, sea and air routes.

D-) TOURISM SECTOR:

Within the scope of legislation such as laws, statutes, regulation and communiqués in force

regarding the hotel management and tourism field, the establishment of commercial and

industrial activities in the country and abroad, establishing touristic facilities, acquisition,

leasing, acceptance and establishment of the same and personal rights and obligations related

to touristic enterprises, to engage in all kinds of tourism management and agency.

E-) CONSTRUCTION SECTOR:

To engage in the construction or to enter into construction contracts for roads, bridges, dams,

harbours, schools, hospitals and industrial and touristic facilities; and to engage in trade, internal

and foreign trade and transportation of all kinds of construction material, domestic and foreign

trade, especially lime, chemical lime, wet lime, crushed stone, ready mortar, ready plaster,

ready-mixed concrete aggregate, ready-mixed concrete, light concrete, light aggregate and

similar light structure elements such as pucks, briquettes, blunts, roofing, all kinds of floor tiles

and parquet, bricks and all kinds of prefabricated building components.

F-) ENERGY SECTOR:

In accordance with the relevant legislation concerning the electricity market, the establishment

of production facility within the framework of the autoproducer license to meet the need for its

own electricity and heat energy, the production of electricity and heat energy, and in the event

of surplus production and/or capacity, shall be sold to other legal entities and free consumers

who are licensed to the electricity and heat energy under the applicable legislation and

autoproducer license. Provided it is non-commercial, to seek supply of all equipment and fuel

related to the electrical production facility.

To be partnered with companies engaged in the production of energy generation, oil, natural

and liquid gases with all kinds of trade and unloading, loading, storing and distributing in

Turkey and abroad.

G-) INSURANCE AGENCY:

To engage in all kinds of insurance agency in and out of the country in accordance with

insurance legislation.

H-) ORGANIZATION, CONSULTANCY:

All kinds of electronic, computer, computing and information communication issues,

organization, consultancy, training and repair servicing, computer, hardware, software and

auxiliary materials production, construction, trade, and internal and external procurement.

II- The Company may have all rights to the acquisition and to enter into debts in order to fulfill

the objectives and aims while remaining within the framework of the above written business

topics.

In brief:

A-) All kinds of products, semi-finished products, raw and auxiliary substances, material, fuel,

energy, motor-machinery, tools, equipment, spare parts, paper or other materials, packaging

material and conveying tools, construction, trade, foreign procurement, foreign sales,

representation, consultancy, representation, agency, dealership, project, pre-construction,

research-development studies, supervision, and similar services including leasing, operation

and transportation works, and foreign currency rights obtained from these jobs, and the use,

partial or total transfer of all rights in order for:

B-) Any approval, permit, trademark, patent, copyright, license, certificate, technical

information, technical assistance, intellectual rights and the like and the acquisition and transfer

of all such rights in whole or in part, to third parties for their use;

C-) Establishing all kinds of partnerships with genuine or legal entities with domestic or foreign

entities with foreign or domestic capital in domestically or abroad, establishment of business,

company and facilities, installation, construction, leasing an existing business, and participating

in such companies, facilities and personal initiatives, making agreements or financing for these

purposes;

The purchase and sale of stocks of these and similar industrial companies without investment

services and activities, all kinds of industrial transactions, establishment of industrial companies

and facilities, and all kinds of related importing, foreign sales, trade, transportation, and

forwarding of goods, importing goods and services to be exported as goods instead of foreign

currency if the export regime allows them to be imported and engaged in related activities.

D-) For the execution of the intended transactions in accordance with the principles set out in

capital market legislation in respect of the Company's self-determination and the establishment

of a surety, including guarantees, security, guarantees or mortgages in favor of third parties.

The sale and sale of all kinds of immovable and movable properties and, on which all security,

mortgages, beneficial interest, easement, commonhold and all other in-kind and personal rights

are established, registered and abandoned with their termination, and to be a guarantor/surety

in cases where the objectives and activities require, to transfer all kinds of credit agreements

nationally and abroad, to obtain loans from banks and other institutions;

E-) Any other kind of industrial, commercial, economic and financial treatment required by the

company's purpose and subject can be done;

F-) Provided that the company does not constitute a violation of the Capital Markets Law, the

necessary special situation statements and the donations made during the year are presented to

the shareholders in the general meeting. Aid and donations to institutions and organizations

involved in scientific research and development activities of chambers, including the general

budget and annexed budget administrations, provincial private administrations, municipalities

and villages, foundations, and associations established for social purposes.

III- If other works which are considered useful and necessary for the company in the future,

other than the above written works and treatments, the situation should be submitted to the

general meeting, and upon the approval of the proposal of the Board of Directors and a decision

taken in this way, in the event of a major contract change, registration and proclamation will be

provided by obtaining the necessary permissions from the Ministry of Customs and Trade and

the Capital Markets Board for the implementation of this decision.

COMPANY HEADQUARTERS, BRANCHES:

Article:-4 –

The company is headquartered in Izmir-Bornova. The address of the company is Ankara

Caddesi No. 335 Bornova-Izmir.

In the change of address, the new address is registered in the trade register and announced in

the T.T.S.G. and also notified to the Ministry of Customs and Trade and the Capital Markets

Board and posted on the company's website. The notification to the registered and declared

address shall be deemed to have been made to the Company.

The Company may open branches and offices at home and abroad and establish agents and

provide disbursements to the Ministry of Customs and Trade and the Capital Markets Board

upon the decision of the Board of Directors.

Duration:

Article:-5 –

The company has not been limited for a particular period.

COMPANY CAPITAL:

Article:-6 –

According to the provisions of Capital Markets Law numbered 6362, the company has adopted

the registered capital system and has passed into this system with the decision of the Capital

Markets Board numbered 946 and dated 22.09.1994.

The registered capital of the company is 400,000,000 (four hundred million) Turkish Lira and

the amount of this capital is divided into 40,000,000,000 (forty billion) shares in the value of 1

(one) kurus each.

The registered capital ceiling granted by the capital Markets Board is valid for the years 2017-

2021 (5 years). Even if the registered capital ceiling allowed by the end of 2021 is not reached,

then the board of directors will allow the Capital Markets Board to obtain a new ceiling or the

amount of the previously permitted ceiling, in order to make the board's capital increase

decision at the General Meeting for a new period of 5 years after 2021. It is not possible to raise

capital by the decision of the Board of Directors if the authority is not taken.

The company's issued capital is TL 180,000,000 and the aforementioned capital has been fully

paid in a free and clear manner and the amount of this capital is divided into 18,000,000,000

(eighteen billion) shares, each worth 1 (one) kurus.

The company's capital can be increased or decreased within the framework of the provisions of

the Turkish Commercial Code and Capital Markets Legislation when necessary.

48,000 Turkish Liras (forty eight thousand) of this capital where each share has a value of 1

kurus 4,800,000 (four million eight hundred thousand) is allocated as Group A shares to its

bearer. 179,952,000 (one hundred and seventy nine million, nine hundred and fifty two

thousand) Turkish Liras worth of Group B shares where each share is worth 1 kurus resulting

in 17,995,200,000 (seventeen billion nine hundred and ninety-five million two-hundred

thousand) Group B shares are allocated to its bearer. A total of 18,000,000,000 (eighteen

billion) bearer share certificates were issued and shares were distributed to shareholders with

respect to their shareholdings.

Board of Directors: To increase the issued capital between 2017 and 2021 by issuing new shares

up to the registered capital ceiling when deemed necessary in accordance with the provisions

of the Capital Markets Act, to issue shares above its value, is entitled to partially or wholly

restrict the rights of taking shares and to make decisions on these matters. The authority to

restrict new shares cannot be used in such a way as to cause inequality among shareholders.

New stocks cannot be discharged unless all the discharged shares are sold and their

consideration has been received.

While the nominal value of the shares was initially TL 500 (Five hundred) TL, became 1 (One)

New Kurus in accordance with the Law on Amendments to the Turkish Commercial Code No.

5274; then with the New Turkish Lira and New Kurus decision of the Council of Ministers no.

2007/1963 on 4 April 2007 has been changed to 1 (One) Kurus due to the abolition of the term

"New" on January 1, 2009. Due to this change, the total number of shares has decreased and a

share at the value of 1 (One) (New) Kurus has been given for 20 (Twenty) shares of TL 500

(Five hundred). In connection with this exchange, the rights arising from the shares owned by

the shareholders are reserved.

The "Turkish Lira" phrases contained herein are amended in accordance with the Cabinet

decision above.

Shares representing capital are tracked in the register within the framework of the registration

principles.

THE BOARD OF DIRECTORS:

Article:-7-

The company's works and administration shall be executed by the board of Directors of at least

5 (five), up to 11 (eleven) members to be elected by the General Meeting in accordance with

the provisions of the Turkish Commercial Code and with the Turkish Capital Markets

Legislation.

All members of the Board of Directors are elected among candidates determined by the majority

of Group A stockholders.

In accordance with article 363 of the Turkish Commercial Code, the member who will be

elected to the Board of Directors shall be certified by the majority of the shareholders of Group

A shares.

For independent board members, the regulations of the Capital Markets Board are adhered to.

The management of the company and external representation belongs to the Board of Directors.

TENURE OF THE BOARD OF DIRECTORS:

Article:-8 –

The Board of Directors remains at work for up to 3 years. Members can be re-elected. The

General Meeting shall always be able to decide on whether the members of the Board of

Directors can be changed in the event of a justified reason, even if the matter is not scheduled

on the agenda of the board members or there is no clause with regards to minority members.

Even in this case, the provisions of article 7 of the Articles of Association are reserved.

The duties, rights and powers granted to independent members of the Board of Directors in the

relevant regulations of the Capital Markets Act and the Capital Markets Board are reserved.

The Board of Directors may establish committees and commissions stipulated in the Capital

Markets Board regulations, as well as commissions and committees tasked with conducting or

monitoring the implementation of company affairs, relevant decisions and policies.

BOARD MEETINGS:

Article:-9 –

The Board of Directors meets when the company's business and transactions required. It is

compulsory to meet at least once a month.

The provisions of article 390/4 of the Turkish Commercial Code are reserved.

Those who have the right to attend the company's board meeting can participate in these

meetings electronically in accordance with article 1527 of the Turkish Commercial Code. The

company will allow right holders to vote electronically in their participation in these meetings

in accordance with the provisions of the communiqué on electronic media outside the General

Meeting of Joint Stock Companies and Trade Companies. The Board can install a meeting

system, as well as purchase services from systems created for this purpose. Meetings can be

held in accordance with this provision of the Articles of Association, or through the support

services system to be taken by the right holders specified in the relevant legislation within the

framework specified in the provisions of the communiqué provided.

The provisions of the Turkish Commercial Code and decisions of the Board of Directors shall

apply in the meeting. Decisions can be taken electronically, as well as by secure electronic

signatures, the decision book can be stored electronically and the number of decisions made are

to be recorded. So much so that, the regulations of the Capital Markets Board concerning the

decisions of the Board of Directors regarding the issuance of collateral, pledges and mortgages

for the favor of third parties and in all related party transactions of the company, are reserved.

The company transfers all or a significant portion of its assets or leases the same rights, takes

over or leases an important asset, foresees a concession or changes the scope or subject matter

of existing concessions, decisions regarding the exit from the quota shall be taken by the Board

of Directors provided that the majority of independent members have approval, unless subject

to the approval of the General Meeting in accordance with special legislation. In the event that

these issues come before the General Meeting; in the event that the parties to the transactions

are the parties involved, the parties involved in the General Meeting meetings may not vote.

With regards to the subject matter, the Capital Markets Act and the regulations of the Capital

Markets Board are reserved.

OFFICIALS WHO CAN BIND THE COMPANY:

Article:-10 –

The Board of Directors shall appoint the officials who will have authority to bind the company.

Those authorized to sign, sign the signature stipulated under the title of the company and the

deeds, documents, contracts and any other kind of documents. The company is bound only in

this way.

Circulars are published by the Board of Directors on this subject.

MANAGEMENT AND REPRESENTATION:

Article:-11 –

The Board of Directors selects a president and a deputy chairman at the first meeting after the

General Meeting.

The Board of Directors, in accordance with article 370 of the Turkish Commercial Code may

delegate the authority of representation of one or more members of the Board of Directors to

an executive director, and to third parties as managers. At least one board member must have

the authority to represent.

The Board of Directors can, subject to non-transferable duties being reserved, provide all or

part of its administrative authority to one or more members of the Board of Directors or third

parties in accordance with Article 367 of the Turkish Commercial Code.

FEE FOR THE BOARD MEMBERS:

Article:-12 –

Members of the Board of Directors will be paid a fee to be agreed by the General Meeting.

The General Meeting regulates the fee of the independent and non-independent members

according to the capital markets legislation.

Article 24/ç of the Articles of Association shall not apply to independent board members.

INDEPENDENT AUDITORS:

Article:-13 –

The company is subject to independent supervision, within the framework of the regulation of

the Capital Markets Law and the Turkish Commercial Code.

DUTIES OF INDEPENDENT AUDITORS:

Article:-14 –

Independent auditors act in line with the regulation of the Capital Markets Law and the Turkish

Commercial Code.

SHAREHOLDERS' MEETING:

Article:-15 –

The Shareholders' Meeting is either ordinary or extraordinary. The ordinary Shareholders'

Meeting is held every year from the end of the accounting period within the legal period. It is

mandatory to have a Shareholders' Meeting at least once a year. In this meeting, the necessary

issues in accordance with the capital markets legislation and the agenda of article 409 of the

Turkish Commercial Code, will be discussed and the necessary decisions are reached.

An Extraordinary Shareholders' Meeting is held in cases and times required by the company's

business, or 410 of the Turkish Commercial Code or when the causes specified in the clauses

following clause 410 arise, and according to the law and the provisions of this Articles of

Association, the a meeting is held and the necessary decisions are reached. The Chairman of

the Board of Directors presides in these meetings. In the event of an absence, the Vice-President

presides over the meeting, and in the event of his/her excuse, who to preside over the meeting

is elected by the General Meeting.

Participation in the Shareholders' Meeting electronically:

The rights holders who have the right to attend the company's General Assembly meetings may

also participate in these meetings electronically in accordance with article 1527 of the Turkish

Commercial Code. In accordance with the provisions of the Regulation on the General

Assembly of electronic media in the joint stock companies, the company shall have the right to

participate in the general Board meetings electronically, make comments, make suggestions

and vote can establish the electronic General Assembly system that allows them to use, as well

as to purchase services from systems created for this purpose. In accordance with this provision

of the main contract in all General Assembly meetings, it is ensured that the rights holders and

their representatives through the established system can use the rights specified in the

provisions of the aforementioned regulation.

MEETING VENUE:

Article:-16 –

The General Meeting is held at a convenient location in the company's administrative center or

in the city of administration.

REPRESENTATIVE OF THE MINISTRY OF CUSTOMS AND TRADE:

Article:-17 –

A representative of the Ministry of Customs and Trade shall be present in accordance with the

Turkish Commercial Code and related legislation regulations in the ordinary, extraordinarily

privileged shares of the General Meeting.

MEETING QUORUM:

Article:-18 –

Provided that the provisions of articles 7 (Seven), 18 (Eighteen), 19 (Nineteen) and 27 (Twenty-

seven) of this Articles of Association are reserved, the provisions of the Turkish Commercial

Code, capital markets legislation and the corporate governance principles of the Capital

Markets Board are complied with, with respect to quorum in the General Meetings.

VOTING:

Article:-19 –

General Meetings; Group A grants each shareholder a 15 (fifteen) voting right (Turkish

Commercial Code 479), and each Group B share gives the owner 1 (one) vote.

PROXIES:

Article:-20-

Shareholders, in General Meetings in accordance with the regulations of the Capital Markets

Law and Capital Markets Board,

Shareholders may be represented by their power of attorney, and their proxy, which they choose

from among themselves or from non-shareholders. In this case, the proxies can cast their own

votes and the votes of one or more shareholders to which they are acting on behalf of.

VOTING:

Article:-21-

The provisions of the Turkish Commercial Code, the Capital Market Law and other relevant

legislation will be adhered to in voting at General Meetings.

In General Meetings, votes are used by raising the hand. However, if one-tenth of the

shareholders present at the meeting want a secret ballot, the votes are held in secret.

Regulations to be brought with the internal directive of the General Meeting established in

accordance with the Turkish Commercial Code and the legal regulations regarding the voting

made electronically, are reserved.

SHARE OF DIVIDENDS:

Article:-22 –

Each shareholder is entitled to participate in the share of the gross earnings allocated for

distribution to shareholders according to the law and the provisions of the Articles of

Association.

In the event of the end of the company, this right is in accordance with 507 of the Turkish

Commercial Code.

NET PROFIT:

Article:-23 –

The public costs of the company and the sums that are required to be paid and held by the

company, such as miscellaneous depreciation, and the taxes that must be paid by the company's

legal entity, shall be deducted from the revenues determined at the end of the accounting year,

and the pure (net) profit seen in the annual balance sheet shall be allocated as specified in Article

24, respectively, after deducting the losses of the past year, if any.

SHARING OF PROFITS:

Article:-24 –

The company's net profit is divided and distributed as follows:

a) 5% of net profit is allocated to the general legal reserve.

b) The first dividend is allocated to the shareholders in accordance with the Turkish Commercial

Code and Capital Markets Legislation, with the addition of the amount of donations made

within the year.

c) In the first dividend, 10% of the net profit is distributed to the shareholders of A Group

shares.

Ç) 5% of the net profit is divided equally amongst the members of the Board of Directors,

provided that the first dividend is without prejudice.

d) Up to 5% of the net profit is paid as a bonus to the administrative staff to be determined by

the Board of Directors, provided that the first dividend is without prejudice. This payment

cannot be later than the first dividend payment date to shareholders.

e) The General Meeting is authorized to partially or completely distribute the remainder of the

net profit, partially or completely, to the extraordinary reserve.

One-tenth of the amount remaining after deducting 5% of the paid-in capital from the portion

that has been decided to be distributed to the shareholders and others participating in the profit,

will be left as a general statutory reserve in accordance with Article 519 of the Turkish

Commercial Code.

Unless the reserve segregated by the provision of the law is allocated, and unless the first

dividend specified in the Articles of Association for the shareholders is distributed in cash

and/or in the form of stock; dividends kept for other reserves, transferring profits to the

following year and distribution of dividends, board members and civil servants, contractors and

workers, foundations established for various purposes, and such persons and/or entities cannot

be decided upon for distribution.

As of dividend distribution date, all of the current shares are distributed equally, regardless of

their discharge and acquisition dates.

DATE OF PROFIT DISTRIBUTION

Article:-25 –

The General Meeting determines in accordance with the provisions of the Capital Markets Law

and the relevant legislation on the proposal of the Board of Directors on which date the part of

the shareholders of the annual profit will be distributed. Profits that are distributed in

accordance with the provisions of this Articles of Association cannot be reversed. The profit

shares that are not received within the 5 accounting years following the date of the dividend

determined by the General Meeting are deemed to have lapsed and what is in force is processed

according to the provisions of the legislation.

RETAINED EARNINGS:

Article:-26 –

The overall retained earnings are added every year until twenty percent of the company's capital

is reached. If for any reason, the retained earnings fall below 20% of the company's capital,

money will continue to be allocated to the reserve.

The general reserve is used for the implementation of measures that are necessary for the

execution of the business and to prevent unemployment in the years when jobs do not go well,

and to cover exclusive losses provided they do not exceed half of the principal capital.

ISSUANCE OF BONDS AND MISCELLANEOUS SECURITIES:

Article:-26/A –

The company, in accordance with the provisions of the Turkish Commercial Code, Capital

Markets Law and other applicable legislation, to be sold to real and legal persons both

domestically and internationally, bonds, financing bonds, assets based promissory notes, other

borrowing bonds on a discount basis, deeds that have the right to receive and change, may issue

all kinds of securities, publicly offered dividend right certificates, non-voting shares, profit-loss

partnership certificates with promissory notes.

The transfer of the capital market vehicle, which is a means of borrowing, has been transferred

to the Board of Directors indefinitely.

AMENDING THE ARTICLES OF ASSOCIATION:

Article:-27-

At least ¾ (three-quarters) of Group A shareholders voting yes in the General Meeting is

required in matters with regards to this Articles of Association’s 7th (Seventh) (except

paragraph 1 stating the number of members of the Administrative Assembly), 8th (Eighth), 9th

(Ninth), 10th (Tenth), 15th (Fifteenth), 18th (Eighteenth), 19th (Nineteenth), 24th , 25th (Twenty-

fifth), and 27th ( Twenty-seventh) clauses, the ability to amend the articles, the decision to

terminate the company, more than the amount stipulated in Article 6 (Six) of the Articles of

Association, or to issue new Group A shares are issued to increase the Company's capital, to

change the type, group or number of the shares in Group A, existing or to be issued B Group or

any other group of shares or to be converted into Group A shares or replaced with Group A

shares.

(Provision 389 of the Turkish Commercial Code)

Permission from the Capital Markets Board and the Ministry of Industry and Trade are required

to amend the Articles of Association. The changes to the Articles of Association are registered

in the Trade Registry and announced in the Turkish Trade Registry Gazette.

ANNUAL REPORTS:

Article:-28 –

With the reports of the Board of Directors and independent auditors, the annual balance sheet,

the General Meeting minutes, list of attendees are prepared in three copies and are sent to the

Ministry of Customs and Trade within one month from the last day of the convening of the

General Meeting. It is also permissible for the representative of the Customs and Trade Ministry

to be present at the meeting.

ANNUAL ACCOUNTS:

Article:-29 –

The company's accounting period proceeds from the first day of January to the last day of

December.

NOTICES:

Article:-30 –

The company's announcements are made in the Turkish Trade Registry Gazette, as well as

announcements required to be made by the Company in accordance with Article 1524 of the

Turkish Commercial Code, are made on the Company's website. The provision of paragraph 4

of article 35 of the Turkish Commercial Code is reserved.

Announcements regarding the call for the General Meeting shall be made in accordance with

the Turkish Commercial Code and the Capital Markets Law and the regulations of the Capital

Markets Board. So much so that the announcement of the General Meeting shall be published

at least three weeks before the date of the General Meeting, excluding the days of the

announcement and meeting, by means of any communication that will ensure access to the

maximum possible shareholders. On the Company's website, the regulations of the Capital

Markets Board are reserved for announcements to be made next to the announcement of the

General Meeting.

The provisions of Articles 474 and 532 of the Turkish Commercial Code apply to notices for

the reduction of company capital and liquidation.

The company will also comply with the provisions of the Capital Markets Law and the relevant

legislation.

THE ARTICLES OF ASSOCIATION TO BE SENT TO THE MINISTRY:

Article:-31 –

This Articles of Association will be printed and distributed to shareholders, ten copies will be

sent to the Ministry, and one copy to the Capital Markets Board.

ATTRIBUTIONS TO LEGAL PROVISIONS:

Article:-32 –

The provisions of the Turkish Commercial Code, the Capital Markets Law and the relevant

legislation are applied in cases where there is no provision in the Articles of Association.

FINANCIAL STATEMENT and REPORTING STANDARDS, DECLARATION,

INDEPENDENT AUDITING:

Article:-33 –

With the financial statements and reports provided for the Capital Markets Board, the

independent audit report shall be sent to the Board in accordance with the procedures and

principles established by the Board and announced to the public in case it is subject to

independent audit.