Minutes of ZORLU ENERJİ ELEKTRİK ÜRETİM AŞ s Ordinary General Assembly Meeting for the Year 2014 held on

Transcription

1 Minutes of ZORLU ENERJİ ELEKTRİK ÜRETİM AŞ s Ordinary General Assembly Meeting for the Year 2014 held on Zorlu Enerji Elektrik Üretim AŞ s General Assembly for 2014 was held on 30 April 2015, at 2:00 p.m. at the Company s headquarters, located at Organize Sanayi Bölgesi Sarı Cadde No: 29 Bursa, under the surveillance of Ms. Zerrin BÜYÜKCANGAZ, the Representative of Ministry, duly appointed by the Bursa Provincial Directorate of Customs and Commerce, pursuant to the letter dated 27 April 2015 and numbered The meeting was attended by the Board members; Mr. Zeki Zorlu, Mr. Ali Akın Tarı, Mr. Hacı Ahmet Kılıçoğlu and Mr. Burak İsmail Okay and by Mr. Ediz Günsel, partner and chief auditor, representing Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik AŞ, which serves as the independent auditor of the Company. Invitation for the meeting containing the agenda was made in a timely manner by being announced three weeks prior to the day of the General Assembly, in the Turkish Trade Registry Gazette s issue dated and numbered 8796 and in Dünya Newspaper s issue dated , on the Company s website at the Public Disclosure Platform and the E-General Assembly System of Merkezi Kayıt Kuruluşu AŞ, as prescribed in the Law and the Articles of Association. After it is verified, further to the analysis of the Attendance List, and determined and declared by the Ministry Representative that; out of the 50,000,000,000 shares representing the Company s total share capital of TL 500,000,000, 408,945 shares representing TL 4, of capital were present in person at the meeting; out of these shares, 41,399,588,535 shares representing TL 413,995, of capital were represented by proxy, and that, thereby, the minimum meeting quorum required by both the law and the Articles of Association were met, the meeting has proceeded to the discussions of the agenda items. 1) After a moment of silence held for the Great Leader ATATÜRK, his fellow fighters and all martyrs upon the Finance Group Manager, Ms. Elif Yener s invitation, the meeting has commenced both physically and electronically. 1.1 Under this item; the proposal given for the election of Ms. Pınar Aksakal Aydın, Attorney at law, as Chairman of the Meeting Council was read by Ms. Elif Yener. The proposal that Ms. Pınar Aksakal Aydın, Attorney at Law, shall be elected as the Chairman of the Meeting has been unanimously accepted by the present votes. Chairman of the Meeting has appointed Ms. Müjgan Esra Önsoy, Attorney at Law, as the Electronic General Assembly system responsible, Ms. Müge Dolay, Attorney at Law, as the clerk of the minutes and Ms. Zeynep Bedir Kurtbay as the vote collector. 2) Authorization of the Chairmanship of the Meeting to sign the minutes of the meeting has been put to vote. It has been unanimously accepted by the present votes that the Chairmanship of the Meeting shall be authorized to sign the meeting minutes. The Chairman of the Meeting asked the agenda to be read and inquired whether there was any request to change the sequence of the agenda items or to add new items to the agenda. There were no such requests. 3) The meeting has moved on to the item no.3 of the agenda, concerning the reading and discussion of the 2014 Annual Report of the Board of Directors Since the Board of Directors Annual Report for the year 2014, that was required to be read and discussed under this item was previously announced on the Company s web site at

2 the Public Disclosure Platform and E-General Assembly System of Merkezi Kayıt Kuruluşu AŞ, Ms. Müge Dolay, Attorney at Law has read the proposal stating that the 2014 Annual Report of the Board of Directors shall be deemed as having been read and shall be conveyed to the General Assembly as a summary information. The proposal has been unanimously accepted by the present votes. Under the item 3 of the agenda, Ms. Elif Yener made a presentation on the Company s activities for the year 2014 on behalf of the Board of Directors. The meeting then proceeded with the discussion of the Board of Directors Annual Report for the year ) The General Assembly has moved on to the item no.4 of the agenda, concerning the reading, discussion and approval of the Consolidated Financial Statements for Since the Consolidated Financial Statements for the year 2014, that were required to be read, discussed and approved under this item were previously announced on the Company s web site at the Public Disclosure Platform and E-General Assembly System of Merkezi Kayıt Kuruluşu AŞ, Ms. Müge Dolay, Attorney at Law has read the proposal stating that the Consolidated Financial Statements shall be deemed as having been read and shall be conveyed to the General Assembly as a summary information. The proposal has been unanimously accepted by the present votes. A summary of the Consolidated Financial Statements for the year 2014 were read out by the Financial Auditing and Reporting Manager, Ms. Pınar Müftüoğlu and put to vote. The Company s Consolidated Financial Statements for 2014 were unanimously accepted by the present votes. 5) The General Assembly has moved on to the item no.5 of the agenda, concerning the reading of the summary of the Independent Audit Firm s report for Condensed report prepared by the independent auditor for the year 2014 was read out by Mr. Ediz Günsel, partner and chief auditor, who attended the meeting on behalf of the Company s independent auditor, Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik AŞ. 6) The General Assembly has moved on to item no.6 of the agenda, concerning the acquittal of the Board Members severally for the account and activities of the Company during the fiscal year Acquittal of the Board Members; Mr. Zeki Zorlu, Mr. Olgun Zorlu, Mr. Ali Akın Tarı, Ms. Selen Zorlu Melik, Mr. Hacı Ahmet Kılıçoğlu, Mr. Burak İsmail Okay and Mr. Bekir Cem Köksal, severally for the account and activities of the Company during 2014 has been put to vote; it has been unanimously accepted by the present votes that the Board members shall be severally acquitted, provided that they do not participate in the vote concerning their own acquittal. 7) The meeting then proceeded with the item no.7 of the agenda regarding the determination of the number and term of office of the Board Members and the election of the Board of Directors, including the Independent Board Members Under this agenda item, the proposal regarding the determination of the number of Board members as seven and the election of the following individuals to Board memberships, to serve during 2015 until the Ordinary General Assembly of 2015; namely, election of Mr. Hacı Ahmet Kılıçoğlu and Mr. Ali Akın Tarı, who possess all of the criteria required for Independent Board Membership and who have presented their declarations of independency, personal resumes and letters of consent and have been proposed as nominees for independent board membership by the decision dated and numbered 2015/18 of the Board of Directors, to serve as the Independent Board Members at the Board of Directors of our Company, within the scope of the criteria concerning

3 independent board membership, stipulated under article 4.3 entitled the Structure of the Board of Directors, of the Corporate Governance Principles embodied in the Corporate Governance Communiqué (II-17.1) of the Capital Markets Board, and following the discussion of the Evaluation Report on the Independency of Independent Board Member Nominees dated of the Corporate Governance Committee, and election of Mr. Zeki Zorlu, Mr. Olgun Zorlu, Ms. Selen Zorlu Melik, Mr. Bekir Cem Köksal and Mr. Burak İsmail Okay, all nominated as members of the Board of Directors by a resolution of Board of Directors dated and numbered 2015/17, as the other Board members to serve until the Ordinary General Assembly of 2015, has been read by Ms. Müge Dolay, Attorney at Law. Under item no.7 of the agenda; as a result of the voting held within the scope of the Board of Director s proposal and the resolution submitted, it has been unanimously accepted by the present votes that the number of the Board members shall be determined as seven and the term of office of the Board members shall be determined as one year until the Ordinary General Assembly meeting of 2015; Mr. Ali Akın Tarı, with the Turkish Identity No who was present and has verbally declared his membership at the meeting and Mr. Hacı Ahmet Kılıçoğlu, with the Turkish Identity No , who was present and has verbally declared his membership at the meeting, shall be elected to serve as the independent board members at our Company s Board of Directors; Mr. Zeki Zorlu, with the Turkish Identity No , who was present at the meeting and verbally declared his nomination, Ms. Selen Zorlu Melik, with the Turkish Identity No , who has declared her nomination under the letter of consent attested by the 48 th Notary Public of Beyoğlu dated and with journal entry no that she would give her consent if elected, Mr. Bekir Cem Köksal, with the Turkish Identity No , who has declared his nomination under the letter of consent attested by the 48 th Notary Public of Beyoğlu dated and with journal entry no that he would give his consent if elected, Mr. Burak İsmail Okay with the Turkish Identity No , who was present at the meeting and verbally declared his nomination and Mr. Olgun Zorlu with the Turkish Identity No , who has declared his nomination under the letter of consent attested by the 48 th Notary Public of Beyoğlu dated and with journal entry no that he would give his consent if elected, shall be elected to serve as the members of the Board of Directors. 8) The meeting then proceeded with the item no.8 of the agenda regarding the determination of the remuneration to be paid to the Board members in Under this item of the agenda, the proposal that a gross annual remuneration of TL 100, be paid to each member of the Board of Directors has been read by Ms. Müge Dolay, Attorney at Law, discussed and put to vote. Under the proposal submitted in relation to the item no.8 of the agenda; as a result of the voting, it has been accepted by 413,315, affirmative votes against 684,624 opposing votes that an annual remuneration of TL 100, shall be paid to each of the Board members. 9) The General Assembly has moved on to item no.9 of the agenda, concerning the discussion and resolution of the Board of Directors proposal for the election of the independent audit firm for auditing the Company s accounts and operations for the year 2015, as per the Turkish Commercial Code and the Capital Market Law. Under this item, Board of Directors decision dated and numbered 2015/14 regarding the election of BAŞARAN NAS BAĞIMSIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK AŞ as the independent auditor for auditing the Company s accounts and operations in 2015 as per the Capital Market Law and other applicable legislation and the Turkish Commercial Code and other applicable legislation, in consideration of the Audit Committee s evaluations concerning the selection of the independent auditor dated has been read by Ms. Müge Dolay, Attorney at Law.

4 Under item no.9 of the agenda, it has been accepted by 413,315, affirmative votes against 684,624 opposing votes, that; Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik AŞ, which is the independent audit firm proposed by the Board of Directors, shall be elected as the independent audit firm for auditing the Company s accounts and operations in 2015 in accordance with the Turkish Commercial Code and the Capital Market Law. 10) The meeting then proceeded with the item no.10 of the agenda regarding the informing of the shareholders about the Board s decision to not to pay any dividends. Board of Directors decision dated and numbered 2015/16 concerning the submission of the decision that no profit distribution shall be made, to the information of the shareholders at the 2014 Ordinary General Assembly meeting, due to the closure of the 2014 fiscal year with TL 224,448,000 of net loss according to the consolidated financial statements prepared pursuant to the Capital Market Legislation and in accordance with the International Accounting/Financial Reporting Standards, and TL 88,903,302 of net loss according to the statutory financial statements prepared in accordance with the provisions of the Turkish Commercial Code and the Tax Procedure Code, has been read by Ms. Müge Dolay, Attorney at Law, and information has been provided to the General Assembly. 11) The General Assembly has moved on to item no.11 of the agenda, concerning the authorization of the Board Members as per the Articles 395 and 396 of the Turkish Commercial Code to enable them to carry out businesses that do or do not fall into the Company s field of operation in their name or in the name of the others, to become shareholders in, compete with companies engaged in such businesses and to perform other transactions. Under this agenda item, it has been decided by 413,160, affirmative votes against 839,293 opposing votes that; Board Members shall be authorized as per the Articles 395 and 396 of the Turkish Commercial Code. 12) The meeting then proceeded with item no.12 of the agenda concerning the discussion and resolution of the Board of Directors proposal dated and numbered 2015/19 for the amendment of the Articles 3, 4, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18 of the Articles of Association including the Article 6 within the framework of a proposed increase in the Company s registered capital ceiling and removal of the Articles 13A, 15A, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30 and the additional article from the Company s Articles of Association. Ms. Müge Dolay, Attorney at Law, has read the draft amendments to the Company s Articles of Association, which were approved by the Capital Markets Board s affirmative opinion dated and numbered and the General Directorate of Internal Trade of the Ministry of Customs and Trade s permission letters dated and numbered The increase in the Company s registered capital ceiling and the other amendments to the Articles of Association have been discussed and put to vote. As a result of the voting, it has been accepted by 413,160, affirmative votes against 839,293 opposing votes that; within the scope of the Board s decision dated and numbered 2015/19; the Articles 13A, 15A, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30 and the additional article shall be annuled from the Company s Articles of Association and the Articles 3, 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18 of the Company s Articles of Association shall be amended as shown below.

5 ARTICLES OF ASSOCIATION OF ZORLU ENERJİ ELEKTRİK ÜRETİM AŞ The Company Address Article 3 The Head Office of the Company is in Bursa. Its address is Bursa Organize Sanayi Bölgesi Pembe Cadde No:13 Bursa. In case of any address change, the new address shall be registered with the trade registry and shall be announced in the Turkish Trade Registry Gazette and the website of the Company; moreover, such change shall be notified to the Ministry of Customs and Trade, Energy Market Regulatory Authority ("EPDK") and Capital Markets Board. Any notice served to the registered and announced address shall be deemed to be served to the Company. In case the Company fails to register its new address in due time after moving from the address that is registered and announced, then this state shall constitute a reason for dissolution. The Company can establish branches and representative offices in the country and abroad with the resolution of the Board of Directors provided that it notifies the Ministry of Customs and Trade, Energy Market Regulatory Authority and Capital Markets Board. Field of Operation of the Company Article 4 Under the regulations issued by the Energy Market Regulatory Authority and the Capital Markets Board, and upon obtaining the required permits, licenses and all the necessary documents from the Energy Market Regulatory Authority, the Ministry of Energy and Natural Resources and the other relevant Ministries, boards and units and within the frame of the Electricity Market Law No. 6446, the field of operation of the Company is to develop projects to meet the electricity, steam and heat need of the customers (wholesale companies, retail sale companies, electricity distribution companies holding retail sale licenses and eligible consumers), which shall be acquired in compliance with the Law No. 6446, regulations and resolutions of the Energy Market Regulatory Authority, to prepare the relevant feasibility report to and establish the facilities, and to generate electricity-steam at such facilities and to transmit the generated electricity and steam to the facilities of the customers through the transmission lines installed by the Company or through the transmission lines of TEİAŞ- TEDAŞ or the last resource suppliers within the frame of the applicable regulations. The Company may operate in the following areas in order to realize its field of operation: a) To establish, build, operate and maintain electricity and steam generation plants, to sell the generated electrical and steam energy, b) To explore and operate geothermal and natural mineral water resources and geothermal based gases; to participate in the tenders related to the use of such resources, c) To use the rights related to the geothermal resources and natural mineral water resources within the frame of the relevant legislation, d) To purchase, take over, sell, transfer or otherwise dispose any energy generation plants,

6 e) To participate in the official and private local and international tenders in energy generation, to call for such tenders, f) To raise long, medium and short term loans from domestic or international markets, to obtain investment and similar credits, to obtain assets and guarantee credits, commodities, import credits, open-book credits, single credits on stocks and bonds and similar credits, to conclude loan agreements, to establish pledges and mortgages for loans, to give mortgages for its own and third party real or legal person's debts and/or credits provided that the required public disclosures are made in order to inform the investors, to be a guarantor, to demand the release of these, to take and release mortgages, pledges and sureties in order to secure the Company's receivables, to institute pledge on the operations and/or the equipment/machinery of the Company, g) To undertake industrial and commercial investments within the scope of the Company s field of operations, h) To carry out all types of financial, commercial, industrial and administrative dispositions and activities, i) To carry out all types of import and export transactions within the scope of the Company's field of activity, j) On condition to reserve the provisions of the Capital Market Legislation with respect to the transfer of the concealed gains, to cooperate with the commercial and industrial, local and foreign, real or legal persons for a limited or unlimited period of time in the country and abroad under the applicable legislation as required by the Company's financial, technical purpose and subject, to establish any new partnerships, to join or leave the existing partnerships, to make co-investments in the country in order to bring in foreign capital, k) To acquire, transfer, alienate, lease, lease out the required machinery and facilities as well as real estates for the Company to accomplish its purpose, to create, acquire, trasnfer, alienate rights of easement, usufructuary, habitation, encumbrances, commonholds and construction servitudes on real estates, to build factories, warehouses, stores and administrative buildings, l) To acquire, lease, lease out, sell all the movable property and real estates, to establish and register mortgages on any of its movable property and real estates in favor of the Company or to acquire any or all the rights on these, to establish mortgages on the movable property and real estates owned by the Company or the other people and institutions, to collateralize or release these, on condition that the public disclosures required by the Capital Markets Board within the scope of the material events are made in order to inform the investors about the Company's field of activity, m) To give or take mortgages, pledges, sureties and other guarantees in order to secure the debts and receivables of the third parties on condition that the disclosures required by the Capital Markets Board within the scope of the material events are made in order to inform the Company and the investors about the Company's field of activity, n) To acquire, lease, transfer, lease out all kinds of marine, air and land transportation vehicles required for the activities of the Company and to make dispositions in kind or in person thereon, o) To acquire, alienate the trademarks, patent rights, know-how and other industrial property rights related to the Company's field of activity and to make license agreements with respect to these, to carry out Research and Development studies and spending by making researches on technological developments,

7 p) To provide consultancy services in the country and abroad with respect to its field of activity, r) To make all the donations and aids in a way not to impede its field of activity, on condition that it is not in conflict with the concealed gains transfer arrangement of the Capital Market Legislation, that the upper limit of the donations is determined by the General Assembly, that donations do not exceed such limit, that required material event disclosures are made and that the donations made within the year are submitted for the information of the shareholders at the General Assembly, s) To establish associations and/or foundations in relation to the Company's field of activity, to become a member of the existing associations and/or foundations, and to assume any responsibilities at such associations and/or foundations. The Company shall adhere to the principles of the Capital Market Legislation when giving guarantees, sureties, collaterals or establishing pledges including mortgages in its own name or on behalf of third parties. Within the scope of this article, the procedures which might influence the investment decisions of the investors with respect to the business, transactions and activities carried out by the Company shall be performed, and the disclosures required to be made in order to inform the investors in compliance with the Capital Market Legislation shall be made. If the Company carries out the works, transactions and activities which are not indicated in this article, then it shall be bound and responsible for such activities and transactions. In case the Company makes a change in its field of activity, then it is required to obtain the necessary permits from the Ministry of Customs and Trade and the Capital Markets Board. The Capital of the Company Article 6 The Company adopted the registered capital system in compliance with the provisions of the Capital Markets Law and switched to this system based on the permit of the Capital Markets Board no. 21/579 and dated 02/05/2002. The Company's registered capital ceiling is 1,000,000,000 (one billion) Turkish Liras (TL), which is divided into 100,000,000, 000 (hundred billion) registered shares each with a nominal value of 1 (one) Kurush (Kr). The registered capital ceiling permission given by the Capital Markets Board is valid during the years (for 5 years). Even if the authorized registered capital ceiling is not reached by the end of 2017, in order for the Board to adopt a resolution to increase the Company s share capital after the year 2017, it is necessary to obtain an authorization from the General Assembly for a new period not to exceed 5 years, by obtaining permission from the Capital Markets Board either for the previously authorized ceiling or a new ceiling. If the mentioned authorization cannot be obtained, the Company cannot increase its share capital with the resolution of the Board of Directors. The Company's issued capital is 500,000,000- (five hundred million) TL and it is completely paid as free from collusion. The paid-in capital is divided into total 50,000,000, 000 (fifty billion) shares each with a nominal value of 1 (one) Kurush (Kr), where 5,000,000,000 (five billion) are registered shares of Group (A) and 45,000,000,000 (forty five billion) are registered shares of Group (B). All the shares are registered shares and the Company cannot issue bearer shares.

8 The Board of Directors is authorized to increase the issued capital by issuing new registered shares upto the registered capital ceiling when it deems necessary in compliance with the provisions of the Capital Market Law and to adopt resolutions to issue premium shares or shares below the nominal value by restricting the rights of the privileged shareholders and by restricting the pre-emptive rights of the shareholders. The authorization for restricting the pre-emptive rights cannot be used in a way which would result in inequality between the shareholders. The shares representing the Company's capital are monitored on a dematerialization basis in compliance with the principles of dematerialization. No new shares may be issued unless the issued shares are sold and paid up completely or the unsold shares are cancelled. Within the scope of the irrevocable project financing, in case the banks and/or finance institutions gain control over the Company and/or subsidiary relationship occurs as a requirement of the provisions of the loan agreement such as the default of the Company in payments, where the market share limitations stipulated by the related legislation are exceeded, such violation shall be remedied within the time period given to the concerned banks and/or finance institutions by the Energy Market Regulatory Authority. Within the term of the preliminary license and until obtaining the generation license, no direct or indirect change in the Company s ownership structure, transfer of the shares and share certificates or transactions that result in a share transfer can be carried out except for inheritance or bankruptcy reasons aqnd exceptional circumstances provided in the 57 th article of the Energy Market License Regulation. The mentioned provision is not applicable for the share transfer transactions which are conducted on the stock market. After obtaining the generation license, it is required to obtain the approval of the Energy Market Regulatory Authority each time - prior to the realization of the transaction - for the transfer of the shares or share certificates where the control in the Company s ownership structure changes regardless of the ownership changes mentioned above, upon acquisition of the shares representing five percent or more of the Company s capital, directly or indirectly by a real or legal person. The mentioned provision shall not apply for the share transfer transactions that are conducted at the stock exchange market. Even if there is no share transfer, establishment of a privilige on the existing shares, cancellation of such privilige shall be subject to the approval of the Energy Market Regulatory Authority regardless of the proportional limitations with respect to the share transfer. The provisions of the Capital Market Legislation are reserved. Merger and spin-off procedures shall be carried out in compliance with the Turkish Commercial Code, Capital Market Legislation and other relevant legislations. After obtaining the generation license, if the Company desires to merge with all the assets and liabilities; a) with another license holder, b) with a legal entity not holding a license either under its own structure or under another license holding legal entity, c) or desires to perform a partial or complete spin-off - then it is required to obtain the approval of the Energy Market Regulatory Authority before the realization of the merger or spin-off transaction. If the merger or the spin-off procedures are not completed within six months following the date of the mentioned approval, then such approval shall become invalid. In this case, the merger or spin-off

9 procedures cannot be continued without re-obtaining the approval with the decision of the Energy Market Regulatory Authority. The provisions of the Capital Market Legislation with respect to the merger and spin-off procedures are reserved. The capital of the Company, if deemed necessary, can be increased or reduced within the frame of the provisions of the Turkish Commercial Code and the Capital Market Legislation. In the capital increases to be carried out, Group (A) shares are issued against Group (A) shares and Group (B) shares are issued against Group (B) shares. However, if the Group (A) shareholders prefer to not to exercise their pre-emptive rights to purchase the new shares, then the new shares to be issued shall be only Group (B) shares. The transfer of the shares of the Company is allowed on condition that the provisions of Turkish Commercial Code, Capital Market Legislation, Energy Market Legislation and this Articles of Association are reserved. The Structure of the Board of Directors Article 7 The works and administration of the Company shall be carried out by a Board of Directors consisting of at least five (5) and at most eleven (11) members who shall be elected by the General Assembly from among those shareholders holding Group A shares or those nominated by such shareholders within the framework of the arrangements of the Turkish Commercial Code and the Capital Market Legislation. The number and qualification of the independent members who shall be appointed in the Board of Directors shall be determined as based on the Capital Markets Board s regulations on corporate governance. The members of the Board of Directors are elected for a maximum period of three years. At its first meeting, the Board of Directors elects the chairman or the vice-chairman from among the independent members. The positions of the Chairman of the Board of Directors, CEO and General Manager are carried out by different people. Re-election of the members of the Board of Directors, whose term of office had expired, is allowed. The members of the Board of Directors can be dismissed at any time by a resolution of the General Assembly in case there is a relevant article on the agenda or in the presence of a valid reason in case there is no relevant article on the agenda. The Board of Directors shall meet as based on the provisions of Turkish Commercial Code and as required by the Company's business. However, the Board is required to meet at least once a month. The meetings of the Board of Directors shall be held at the Company s headquarters or any other location to be decided. The Board of Directors convene with absolute majority and takes the decisions with the majority of the members present at the meeting. In case of a tie in the votes, the provision of the 390 th article of the Turkish Commercial Code shall be applied. The issues such as the form of the Board meetings, vote casting, duties and authorities and election of new members for the vacancies shall be carried out in compliance with the provisions of the Turkish Commercial Code and the Capital Market Legislation.

10 Provisions of applicable regulations shall be applied for the establishment, duties and working principles of the Committees including the Early Detection of Risk Committee that the Board of Directors is obliged to form in accordance with Capital Market Legislation and Article 378 of the Turkish Commercial Code, and the relationship of these Committees with the Board of Directors. Salaries and/or attendance fees can be paid to the members of the Board of Directors, which shall be decided by the General Assembly within the framework of this Articles of Association. Representation and Management of the Company Article 8 Management and representation of the Company are vested in the Board of Directors. The Board of Directors shall be authorized to deal with all the affairs of the Company and the management of its assets and shall be authorized in all issues concerning the business of the Company, save for those which are related to the Company's field of activity and are left at the discretion of the General Assembly. Except for those non-transferrable duties and authorities identified in the 375 th article of the Turkish Commercial Code, the Board of Directors is authorized to partly or completely transfer the management to one or more members of the Board of Directors or to a 3 rd party by an internal directive to be prepared by the management in compliance with the 367 th article of the Turkish Commercial Code. In order for any documents, bills, powers of attorney, letters of undertaking, agreements and other documents, offers, demands, acceptances and declarations related to the Company to be valid and to bind the Company, such are required to bear the signatures to be affixed under the Company seal, by the person(s), who are given signature authority, and for whom the form of signing is registered and announced by the Board of Directors. At its first meeting, the Board of Directors appoints the authorized signatories and duly registers and announces this situation. The transfer of the representation authority shall not be valid unless the mentioned registration and announcement is carried out. The limitation of the representation authority shall not apply for the third parties with good will; however, the limitations registered and announced for the allotment of the representation authority only to the business of the central office or a branch or their joint use are valid. The Board of Directors may transfer the representative power to executive director(s) or a 3 rd party serving as the manager. At least one of the members of the Board shall be vested with the authority to represent. Audit Article 9 Applicable articles of the Turkish Commercial Code and Capital Market Legislation shall be complied with in auditing the Company and other matters stipulated in the legislation. General Assembly Meetings Article 10 General Assembly shall convene in ordinary or extraordinary sessions. An Ordinary General Assembly must be held at least annually and within three months of the end of the Company s fiscal year.

11 Extraordinary General asasembly shall convene and take the required decisions whenever deemed necessary by the Company s business. Form of invitation: the form of invitation and announcement periods stipulated in the provisions of the Capital Market Law, Capital Market Board regulations and Turkish Commercial Code shall be complied with for the General Assembly meetings. Announcement for the General Assembly meetings shall be made at least three weeks prior to the date of the General Assembly meeting, excluding the announcement and the meeting dates, through any means of communication including electronic communication, in addition to the means stipulated in the legislation. The mentioned announcement shall be published on the Company s website, Electronic General Assembly System, Public Disclosure Platform and Turkish Trade Registry Gazette. The information and documents stipulated in the Capital Market Legislation shall be announced at least three weeks before the General Assembly meeting based on the provision of the 437 th article of the Turkish Commercial Code and are made available for the review of the shareholders. The method of operation for the General Assembly meeting is determined with an internal directive. The General Assembly meeting is carried out according to the provisions of Turkish Commercial Code and the internal regulation within the framework of the Capital Market Legislation. Participating, suggesting proposals and voting in the General Assembly meeting via electronic means bears all the legal consequences of participating, suggesting proposals and voting in the General Assembly physically in person. Participation in the General Assembly meeting via electronic media: The right holders who hold the right to participate in the General Assembly meetings of the Company, may participate in these meetings via electronic media according to the Article 1527 of Turkish Commercial Code. The Company may install such systems that enable the right holders to participate, express opinion, suggest proposals and vote in the General Assembly meetings via electronic means or buy this service from outside suppliers as per the provisions of the Legislation on General Assemblies of Joint Stock Companies to be held via Electronic Means. As per this article of the Articles of Association, the right holders and their representatives shall be enabled to exrecise such rights over the installed system that are specified in the aforementioned Legislation in all the General Assembly meetings to be held. Meeting Venue: General Assembly meetings shall be held at the Company s head office or branches or in some other suitable venue in Istanbul. Attendance of a representative in the meetings: The attendance of a representative of the Ministry of Customs and Trade in ordinary and extraordinary General Assembly meetings is obligatory. The decisions to be taken in the General Assembly meetings in the absence of the representative of the Ministry and the minutes of the meeting which does not bear the signature of the representative shall not be valid. Meeting Quorum: The provisions of the Capital Market Law, the regulations of the Capital Markets Board and Turkish Commercial Code shall apply respectively with regard to the General Assembly meeting and decision quorums. Voting Rights: Shareholders or their proxies present at the ordinary and extraordinary General Assembly meetings shall be entitled to cast their votes being proportional to the total nominal value

12 of their shares. Each share has one voting right. The provisions in the Corporate Governance Principles of the Capital Markets Board shall be complied with in exercising the voting right. Appointment of a Proxy: In General Assembly meetings, shareholders may be represented by proxy through another shareholder or another person who is not a shareholder. Proxies who are shareholders of the Company shall be entitled to cast the votes of the shareholders represented by them apart from their own votes. Representation by proxy shall be subject to the arrangements of the Capital Markets Board. One share may have more than one owner. In this case, the owners can exercise their rights against the Company only through a joint representative. If a joint representative is not appointed, then any notice to be served to any of these owners shall be valid for all of them. The provisions of the Capital Market Legislation are reserved. Accounting Period Article 11 The Company s accounting period commences on the first day of January and ends on the last day of December. Financial Statements and Reports, Documents to be Submitted Article 12 Annual and interim period financial statements and reports which show the financial results of the Company and annual and interim period activity reports shall be prepared in compliance with the provisions of the Capital Market Legislation and Turkish Commercial Code. Financial statements and reports required by the Capital Markets Board and the independent audit report shall be announced to the public according to the rules and principles determined by the Capital Markets Board. A copy of the annual report of the Board of Directors and the independent audit report as well as the annual financial statements, and minutes and list of attendees of the General Assembly meeting shall be submitted to the Ministry of Customs and Trade no later than one month after the date of the General Assembly meeting. Determination and Distribution of Profit Article 13 Net profit calculated and shown in the annual balance sheet after deducting all general expenses, any depreciation amounts, the amounts that the Company is obliged to pay or set aside, and taxes to be paid by the Company as a legal entity, from the revenues determined at the end of the fiscal period, shall be distributed after deducting the previous year s losses, if any, as follows: General Legal Reserve: a) 5% shall be set aside as legal reserve.

13 First Dividend: b) From the remainder, after adding the total amount of donations made during the year if any, a first dividend shall be set aside in line with the profit distribution policy of the Company and in compliance with the Turkish Commercial Code and Capital Market Legislation. c) After the deducting the amounts mentioned above, the General Assembly has the right to to distribute the remaining amount as dividends to the members of the board of directors, employees of the Company, and to persons other than shareholders. Second Dividend : d) After the deducting the amounts indicated in the clauses (a), (b) and (c) from the net profit, the General Assembly is authorized to distribute the remainder either partially or wholly as a second dividend or reserve as voluntary reserve according to the article 521 of Turkish Commercial Code. Statutory Legal Reserve: e) After deducting an amount equal to 5% of the paid-in capital from the amount to be distributed to shareholders and persons participating in profit, 1/10 of the remaining amount shall be added to the statutory reserve in compliance with the paragraph 2 of the Article 519 of the Turkish Code of Commerce. No decision may be taken to set aside other reserves or to transfer the profit to a subsequent year or to distribute dividends to board members, employees and persons other than shareholders, until and unless the legal reserves required by the Turkish Commercial Code and the dividends for shareholders stipulated in this Articles of Association or in the profit distribution policy of the Company have been set aside; and no dividend can be distributed to such people, until and unless the dividend determined for the shareholders has been paid in cash. Dividends are distributed equally to all of the available shares as of the date of distribution regardless of their issuance and acquisition dates. The date and form of distribution of dividends to shareholders shall be determined by the General Assembly upon the Board of Directors proposal. The dividend distribution decision taken by the General Assembly in accordance with the provisions set forth in these Articles of Association shall not be reclaimed. The Company may decide to distribute interim dividends in accordance with the Capital Market Law and other relevant legislation. Issuance of Capital Market Instruments Article 14 Within the framework of the provisions set forth in the Turkish Commercial Code and Capital Market Law and other applicable legislation, the Company may issue all types of capital market instruments. The Company s Board of Directors is authorized to issue capital market instruments in the nature of debt instruments and other capital market instruments which are determined by the Capital Market Board to be within the scope of the debt instruments.

14 Amendment of the Articles of Association Article 15 Any amendments to the Articles of Association shall require the approval of the Capital Markets Board and prior consent of the Ministry of Customs and Trade. Following the obtaining of the mentioned approvals and permits with respect to the amendment of the Articles of Association, the decision is taken in the General Assembly, which is to be invited in compliance with the Capital Market Law and the provisions of the Articles of Association, within the framework of the Capital Market Legislation and the provisions of the Articles of Association. The amendments to the Articles of Association shall become effective after being duly certified and registered with the trade register. The amendment decision shall not be valid against the third parties prior to the registration. In case the amendment of the Articles of Association violate the rights of the privileged shareholders, then the decision of the General Assembly is required to be approved by the privileged shareholders Assembly. Registration of the amendments in this Articles of Association with the trade registry and announcement of these amendments in the Trade Registry Gazette and to the public in compliance with the public disclosure requirements of the Capital Market Legislation are obligatory. During the preliminary license period and until the generation license is secured, it is necessary to obtain the approval of the Energy Market Regulatory Authority for amending the provision that the type of the share certificates of the Company and ownership structure cannot be amended and for the amending the provision of the Articles of Association related with the reduction of the Company's share capital. After obtaining the generation license, it is necessary to obtain the approval of the Energy Market Regulatory Authority for amending the provisions of the Articles of Association related with the type of the Company's share certificates and share transfers, merger and spin-offs and reduction of the Company's capital share. Beside the approval of the Energy Market Regulatory Authority mentioned above, the provisions of the Capital Market Legislation related to the amendment of the Articles of Association are reserved. Announcements of the Company Article 16 Notices of the Company shall be made in due time in line with the Turkish Commercial Code, the regulations of the Capital Markets Board and the provisions of the relevant legislations. Issues not covered by the Articles of Association Article 17 The provisions of the Capital Markets Law and the Turkish Commercial Code shall apply to the issues which are not covered by the Articles of Association.

15 Compliance with the Corporate Governance Principles Article 18 The Corporate Governance Principles which are deemed obligatory by the Capital Markets Board shall be complied with. Any acts done and resolutions of the Board of Directors taken without complying with the obligatory principles shall be deemed invalid and contrary to the Articles of Association. The regulations of the Capital Markets Board on corporate governance shall be complied with in transactions deemed significant under the Corporate Governance Principles, in any related party transactions of the Company as set forth in the Capital Market legislation and in any transactions related with giving guarantees, pledges and mortgages in favor of third parties. 13) The meeting then proceeded with item no.13 of the agenda regarding the disclosure of information to shareholders on the donations and charities granted in 2014; and the determination of the donation limit for 2015 to be effective from of the beginning of the year. Ms. İpek Kul informed the shareholders on the donations and charities granted during the year In regard to the determination of the donation limit for 2015; Board of Directors decision dated and numbered 2015/15 stating that pursuant to the regulations of the Capital Markets Board; provided that the donations made are added to the distributable profit base, do not contradict with the Capital Market Law and the pertinent legislations, necessary material event disclosures are made and the donations made throughout the year are informed to the shareholders at the General Assembly; the Company s donation limit for 2015 shall be set as 0.15% of consolidated revenues, provided that it does not exceed TL 1,200,000, and this matter shall be proposed to the shareholders for approval at our Company s Ordinary General Assembly for 2014 has been read by Ms. Müge Dolay, Attorney at Law. Under this agenda item, as a result of the voting held, it has been unanimously accepted by the present votes that; pursuant to the regulations of the Capital Markets Board, and provided that the donations made are added to the distributable profit base, are not contrary to the Capital Market Law and the relevant legislations, necessary material event disclosures are made and the shareholders are informed at the General Assembly about the donations made during the year; the limit of donations to be made by the Company in 2015 shall be set as 0.15% of its consolidated revenues, provided that the limit does not exceed TL 1,200, ) The meeting then proceeded with item no.14 of the agenda on the disclosure of information on collaterals, pledges and mortgages granted in favour of third parties, as well as on income or benefits derived therefrom, to shareholders in accordance with the regulations of the Capital Markets Board. Ms. Pınar Müftüoğlu informed shareholders under this item of the agenda that there are no collaterals, pledges and mortgages granted in favour of 3rd parties and that, therefore, there is no income or benefit generated therefrom. 15) Upon determining that the meeting quorum required by the Turkish Commercial Code was present throughout the meeting, the meeting was adjourned as there was no other item on the agenda to be discussed. The minutes of the meeting is signed by the concerned parties who were present at the meeting. 30 April 2015, at 3:00 p.m.

16 MINISTERIAL REPRESENTATIVE ZERRİN BÜYÜKCANGAZ CHAIRMAN OF MEETING COUNCIL PINAR AKSAKAL AYDIN CLERK OF MINUTES MÜGE DOLAY VOTE COLLECTOR ZEYNEP BEDİR KURTBAY