Working Principles of the Board of Directors

These working principles (“Operating Principles”) are prepared by Aydem Yenielektrik Enerji A.Ş. It determines the scope of duties and working principles of the (“Company”) Board of Directors (“Board of Directors”).

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

2.1. The company is managed and represented by the Board of Directors. The Company's Board of Directors is a decision-making and approval authority and exercises its powers and responsibilities within the framework of the 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, ensuring that the Company continues its 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 providing backup 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 the Company's corporate performance. The Board of Directors carries out 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 works and transactions required within the scope of the Company's objectives and activities, except for those left under the authority of the General Assembly in accordance with the Turkish Commercial Code, capital markets legislation and the Company's Articles of Association.

2.5. Relevant legislative provisions 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 Capital Markets Board's regulations on corporate governance, the Turkish Commercial Code and 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, other committees that are required to be established by law or deemed appropriate to be established by the Board of Directors are established within the Board of Directors, including the Early Detection of Risk Committee, Audit Committee, Corporate Governance Committee, Nomination Committee and Remuneration Committee. 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 fulfills the duties of these committees. The areas of duty, 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 other committees must be elected among the Independent Board members.

3.1. The affairs and administration of the company are managed by a Board of Directors consisting of 8 (eight) members to be elected by the General Assembly in accordance with the provisions of the Turkish Commercial Code and Capital Markets Law, meeting the conditions specified in the Turkish Commercial Code and capital markets legislation.

3.2. It is not mandatory for Board members to be shareholders. Legal entities can be elected to the Board of Directors. If a legal entity is elected as a member of the Board of Directors, only one real person, determined by the legal entity, is registered and announced together with the legal entity, on behalf of the legal entity; Additionally, it is announced on the Company's website that the registration and announcement has been made. Only this registered person can attend meetings and vote on behalf of the legal entity.

3.3. Board members can be elected for a maximum of three years. Members of the Board of Directors whose term of office has expired may be re-elected. If the General Assembly deems it necessary, it 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 Capital Markets Board's regulations regarding corporate governance and the provisions of the Company's Articles of Association are complied with.

3.5. Provided that the capital represented by Group 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 will be elected among the candidates nominated by the shareholders holding the majority of the capital represented by Group 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 Group A shares in question will be members other than the independent members specified in the corporate governance principles of the Capital Markets Board.

3.6. If the capital represented by Group A shares does not continue to represent at least 30% of the issued capital of the Company, the above-mentioned privilege of nominating candidates to the board of directors will automatically cease to be valid from the moment the legal action that causes the situation in question takes place, without being revived later. In addition, at the first general assembly meeting to be held upon the realization of this situation, this articles of association will be amended and the share groups and references to share groups will be removed.

3.7. A sufficient number of independent members of the Board of Directors are elected by the General Assembly within the framework of the principles regarding the independence of the members of the Board of Directors specified in the corporate governance principles of the Capital Markets Board. Independent Board members are required to meet the conditions set out in the Capital Markets Board regulations regarding 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. If one of the memberships becomes vacant for any reason or an independent member of the board of directors loses his independence, the appointment is made in accordance with the provisions of the Turkish Commercial Code and capital markets legislation and is submitted to the approval of the next General Assembly. The member whose election is approved by the general assembly completes the remaining term of office of the member he/she was elected to replace. In case of a vacant membership, instead of the member of the Board of Directors nominated and elected by the shareholders holding the majority of the capital represented by the Group A shares, the candidate jointly proposed by all of the remaining members of the Board of Directors elected by the nomination of the shareholders holding the majority of the capital represented by the Group A shares. is appointed with the approval of the board of directors.

3.9. The board of directors may conclude contracts and other transactions that exceed its term of office.

4.1. The Company's Board of Directors holds meetings at home or abroad or electronically, every two months, upon invitation of the Chairman of the Board of Directors, if necessary, and decides on the issues on its agenda within the scope of its role and responsibilities.

4.2. The Secretariat of the Board of Directors shares the agenda created by the Chairman of the Board of Directors and the documentation regarding the agenda topics with the members of the Board of Directors, preferably 3 days before the meeting day, and finalizes it with the approval of the Chairman of the Board of Directors in line with the suggestions and shares it with the members before the meeting.

4.3. Meeting days, place and time are determined by the Chairman of the Board of Directors within a program, taking into account the opinions of the Board members.

4.4. Board members must attend every meeting unless they have a valid excuse.

4.5. The Board of Directors Secretariat keeps the Board meeting notes and shares them with the members. Meeting notes are regularly archived by the Board of Directors Secretariat.

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

4.7. The provisions of the Turkish Commercial Code and capital markets legislation apply regarding meeting and decision quorums at board of directors meetings.

4.8. Senior management prepares monthly reports containing the processes regarding the completion of the Company's goals and presents them to the Board of Directors. Monthly reports presented by the Board of Directors are evaluated regardless of whether any 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 and provided that the written approval of a sufficient number of board members as stipulated in the Turkish Commercial Code, capital market legislation and these articles of association is obtained, the proposal made by one of the board members in the form of a decision on a specific issue is obtained from the Board of Directors. The board can make decisions.

4.10. Those who have the right to attend the company's board of directors meetings can also attend these meetings electronically in accordance with Article 1527 of the Turkish Commercial Code. In accordance with the provisions of the Communiqué on Assemblies to be Held Electronically in Commercial Companies Other than the General Assemblies of Joint-Stock Companies, the Company may establish an Electronic Meeting System that will allow beneficiaries to attend and vote in these meetings electronically, or may purchase services from systems created for this purpose. In the meetings to be held, it is ensured that the beneficiaries can exercise their rights specified in the relevant legislation, within the framework specified in the provisions of the Communiqué on Assemblies to be Held Electronically in Commercial Companies, Except for the General Assemblies of Joint Stock Companies, through the system established in accordance with this provision of the company agreement or through the system from which support services will be received.

5.1. The Board of Directors may establish committees, taking into account the obligations under the relevant legislation or capital markets legislation. If deemed necessary, new committees and/or commissions may be formed by the Board of Directors. It conveys the results obtained by the committees by working within their own areas of authority to the Board of Directors. The final decision on whether to implement the recommendations of the committees belongs to the Board of Directors.

5.2. The working procedures and principles of the committees are determined by separate Working Principles text.

The signature circular for the representation and binding of the Company is determined separately by the decision of the Board of Directors.

Changes to be made in the Working Principles of the Board of Directors are subject to the approval of the Board of Directors.

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