MİLPA TİCARİ VE SINAİ ÜRÜNLER PAZARLAMA SANAYİ VE TİCARET A.Ş. ARTICLES OF ASSOCIATION. (Revision Date: )

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1 MİLPA TİCARİ VE SINAİ ÜRÜNLER PAZARLAMA SANAYİ VE TİCARET A.Ş. ARTICLES OF ASSOCIATION (Revision Date: )

2 INDEX OF ARTICLES OF ASSOCIATION OF MİLPA TİCARİ VE SINAİ ÜRÜNLER PAZARLAMA SANAYİ VE TİCARET ANONİM ŞİRKETİ TURKISH TRADE REGISTRY GAZETTE ARTICLE SUBJECT OF ARTICLE DATE NUMBER NO 1 INCORPORATION TRADE NAME OF THE COMPANY OBJECTIVE AND SCOPE CREATION OF PLEDGE, SECURITY AND MORTGAGE 5 COMPANY HEAD OFFICE DURATION ANNOUNCEMENTS AUTHORIZED AND ISSUED CAPITAL SHARES ISSUE OF SHARES TRANSFER OF SHARES SECURITIES EQUIVALENT TO SHARES CAPITAL CHANGES ISSUE OF CAPITAL MARKETS INSTRUMENTS ELECTION, DURATION, AND DUTY ALLOCATION OF THE BOARD OF DIRECTORS 16 DUTIES AND POWERS OF THE BOARD OF DIRECTORS 17 REPRESENTATION AND BINDING OF THE COMPANY 18 MEETINGS OF THE BOARD OF DIRECTORS FINANCIAL BENEFITS COMMITTEES OF THE BOARD OF DIRECTORS AUDIT GENERAL ASSEMBLY MEETINGS POWERS AND DUTIES OF THE GENERAL ASSEMBLY 24 ACCOUNTING PERIOD DETERMINATION AND ALLOCATION OF THE PROFIT 26 TERMINATION AND LIQUIDATION LEGAL PROVISIONS DOCUMENTS TO BE SUBMITTED TO THE MINISTRY AND THE CAPITAL MARKETS BOARD 29 MINORITY RIGHTS CORPORATE GOVERNANCE PRINCIPLES JURISDICTION

3 INCORPORATION ARTICLE 1: A Joint stock company has been established by and between the natural persons and legal entities whose names, nationalities, addresses and signatures are given below, in accordance with those provisions of the Turkish Commercial Code, governing instantaneous incorporation of joint stock companies. 1 - Milliyet Gazetecilik Anonim Şirketi, Nurosmaniye Cad. No:65/67 Cağaloğlu/İSTANBUL 2 - Milliyet Holding Anonim Şirketi, Nurosmaniye Cad. No:65/67 Cağaloğlu/İSTANBUL 3 - Ercüment Karacan, Arnavutköy Üveyiz Çıkmazı Sk. No:11/A İSTANBUL 4 - Aydın Doğan, Kuruçeşme Cad. Boğaziçi Apt. No:12 K:2 Arnavutköy/İSTANBUL 5 - Halil Bülent Çorapçı, Fener Cad. Erman Apt. No:18 Yeşilyurt/İSTANBUL TRADE NAME ARTICLE 2: (All shareholders are citizens of the Republic of Turkey.) The Trade Name of the company is "Milpa Ticari ve Sınai Ürünler Pazarlama Sanayi ve Ticaret Anonim Şirketi". It shall hereinafter be shortly referred to as the Company or the "Joint Stock Company". OBJECTIVE AND SCOPE ARTICLE 3: The objective of the company and the operations and transactions that the Company is authorized to perform in order to achieve this objective are as follows: A - To supply, buy, sell, engage itself in wholesale or retailing of, import, and export all kinds of sea, road and lake transportation vehicles and leisure vehicles, with or without motors, as well as machinery and tools used in public works and agriculture and the components and spare parts thereof, B - To produce, manufacture, buy, market, engage itself in wholesale or retailing of, import and export all kinds of audio, visual and light devices, all types of electrical machines and devices, optical instruments, measuring and control devices, computers, printers, optical and mechanical readers, sorting machines and devices, C - To supply, buy, sell, engage itself in wholesale or retailing of, import and export any kind of electric and non-electric cooling, cleaning, washing, kneading, humidifying, fermenting, heating, cooking, packaging machinery and instruments, Ç - To manufacture, buy, sell, engage itself in wholesale or retailing of, import, and export all types of household and office furniture, durable and non-durable household and office appliances and consumer goods,

4 D - To manufacture, sell, market, engage itself in wholesale and retailing of, import, and export all kinds of electrical or non-electrical communication devices and systems, E - To publish, sell, market, engage itself in wholesale or retailing, import and export any periodical or nonperiodical printed paper, catalog, brochure, magazine, newspaper, book and encyclopedia, F - To invest in, build, construct, operate, cause to be operated, participating in investment of facilities related to agriculture, forestry, food, textile, leather, glass and soil based industries. To engage itself in the production, marketing, import and export of industrial products based on agriculture, forestry, food, textile, leather, glass and soil as well as raw and processed foodstuffs, fresh vegetables, fruits, dry pulses, citrus fruits, seafood. To carry out all types of construction contracts and assembly works, establish, operate or have others operate exhibitions and fairs, import machinery and equipment related to the facilities, G - To engage itself in domestic and international transportation of people and goods through land, air and sea vehicles, H - To engage itself in purchase, sale, domestic and international marketing, export and import of oil and petroleum products, I - To establish, operate, have others operate, and participate in scientific, economical, and technical research centers, health and sports facilities; İ - To purchase all types of land, property and buildings, to parcel out, combine and divide the purchased land and property, to establish all kinds of personal and real rights on these purchased real properties, to establish easements, condominium, time shares, and to market, sell, rent, operate the said real properties or the usufruct rights in independent sections or as a whole, J - To build, construct all types of buildings, dwellings, business centers, commercial and industrial centers, bazaars and shops at home or abroad, to establish all kinds of personal and real rights on these purchased or constructed real properties, to establish easements, condominium, time shares, and to market, sell, rent, operate the said real properties or the usufruct rights in independent sections or as a whole, To build, construct, housing estates or to purchase the necessary land and places to build housing estates. To manufacture, purchase, market, engage itself in wholesale and retailing of, import, and export all kinds of pre-fabricated houses, K - To establish, build, construct all types of hotels, motels, holiday villages and similar lodging, resting and entertaining facilities, to establish all kinds of personal and real rights on these purchased or constructed real properties, to establish condominiums, time shares, and to market, sell, rent, operate the said real properties or the usufruct rights, L - To establish, concrete preparation and pouring facilities, construction mold making facilities, to manufacture, buy, market, engage itself in wholesale or retailing of, export and import ready made concrete molds. To manufacture, purchase, market, engage itself in wholesale and retailing of, import, and export all kinds of construction materials, M- To obtain, lease, purchase, use, lease out, and sell the rights arising from all kinds of patents, technical knowledge (know-how), trademark, copyright, and industrial property in relation to its objective and scope. To acquire all sorts of distributorships, brokerages, agencies, and dealerships from, and grant distributorships, brokerages, agencies, and dealerships to third persons in relation to its objective and scope,

5 N- To establish, build, construct, purchase, sell, rent, or lease out workshops, factories, and plants necessary for all sorts of production referred to hereunder in relation to its objective and scope. O) Purchase, market, engage itself in wholesale or retailing of, import, and export all sorts of commodities and materials in relation to its objective and scope. Rent, purchase, import, if necessary rent out or sell all sorts of machinery, equipments, tools, and devices in relation to its objective and scope. Ö- Rent, purchase, operate, if necessary rent out or sell all sorts of transportation vehicles and real estates in relation to its objective and scope. P) To sign all kinds of contracts, place itself under commitments with respect to its scope and objectives, to perform and conclude the same, R- To make all sorts of investments, open branches, business places, liaison offices, exhibition, advertising, and sales spots at home and abroad for the purpose of carrying out its commercial and industrial operations in relation to its objective and scope, S - Provided that the arrangements of the Capital Markets Legislation related to the transfer of hidden revenues are reserved and the necessary material disclosures are made to inform the investors; to cooperate with the domestic and foreign firms and companies that fall within the objective and field of activities of the company, to purchase part or all of the shares of these firms and companies in accordance with the market legislation provided that such transactions are not in the nature of investment services and activities, and to establish third companies jointly, to sell these shares if necessary, Ş - Provided that the arrangements of the Capital Markets Legislation related to the transfer of hidden revenues are reserved and that such transactions are not in the nature of investment services and activities, it may establish new companies by cooperating with domestic and foreign real and legal persons related to the objective of the Joint Stock Company, and may participate in existing companies, purchase, transfer, sell, or pledge as security, or benefit itself or have others benefit from any capital market instruments issued by private and public legal entities, T - To take long and short term loans, to execute credit, leasing, factoring and similar contracts, to issue, accept and endorse all kinds of commercial bills in relation to the objective and scope of the company, U- To acquire short-, mid-, and long-term guarantees, sureties, letters of guarantee and all other loans for commercial. Industrial, tourism, import and export purposes for its investments on facilities and current requirements from local and foreign businesses, private and public institutions; make loans, obtain letters of guarantee and surety, borrow money, and to these ends, mortgage the company s real properties, pledge its movable properties, execute enterprise pledges, and make all other necessary disposals, Ü- To acquire real estates or real and personal rights related to real estates through such means including purchase, construction and build-operate-transfer, appropriate real estates and real and private rights acquired in any way at its discretion including sale, transfer and assignment, and to establish mortgages and other real or personal rights thereon, wholly or partially hire out the same.

6 V- To receive, give all kinds of real, personal and cash guarantees and sureties including mortgage, commercial enterprise and securities pledges for collection, payment and security of its own rights, receivables and payables, and of even the payables of third parties, make all dispositions thereon as well as release the commercial enterprise and securities pledges, and return the guarantees received; Y - The company can carry out commercial, industrial and other transactions as required by its objective and scope. Z- The Company may give support and donations to the departments included in the general budget, supplementary budget administrations, private provincial administrations, municipalities, villages, foundations granted tax exemption by the Council of Ministers, associations deemed to be useful for public interests, organizations and institutions engaged in scientific research and development, universities, and persons or institutions with similar nature, provided that these activities do not hinder its objective and scope under article 23 of the Articles of Association. If the Company or its subsidiaries re-purchase their own shares and accepts them shares as pledge, actions shall be taken in accordance with the Capital Market Legislation and the relevant legislation, and the necessary material disclosures shall be made. CREATION OF PLEDGE, SECURITY AND MORTGAGE ARTICLE 4: With regard to the transactions indicated in paragraphs "Ş", "U", "Ü" and "V" of the 3rd article of these Articles of Association, the Company may take, give any and all surety in kind and in person including guarantee, surety, mortgage and pledge in favor of 3rd persons including holding s affiliates and joint companies and on behalf of the Holding, carry out any and all disposals on the same as well as release the mortgages, commercial pledges and pawns and return the guarantees, provided that Holding observes the provisions of Capital Market Law, Capital Market Board s regulations and other legislations in force, and Article 23 of these Articles of Association. In case the Company issues pledges, collaterals and / or mortgages in order to secure the debts of 3 rd parties, it shall make necessary disclosures to the public within the scope of Capital Markets Law and Capital Markets Board Communiqués and Regulations and in case the conditions therefore arise. In regard to issues of the Company s granting guarantees, sureties, assurances on its own behalf or for the account of 3 rd parties, or creating pledges, including liens, the procedures under the capital market legislations shall be observed. COMPANY HEAD OFFICE ARTICLE 5: Head office of the company is in İstanbul. Company's Address: Burhaniye Mahallesi, Kısıklı Caddesi, No:65, Üsküdar İstanbul In case of a change in address, the new address is caused to be registered with the trade registry and be announced in the Turkish Trade Registry Gazette, and the necessary notifications shall be made. A notice served upon a registered and announced address is deemed to have been served upon the company. Failure to have its new address registered in due time in spite of having moved from its registered and announced address will constitute a reason for termination. The company may open branches at home and abroad provided that necessary notifications are made.

7 DURATION ARTICLE 6: The company has been established for an indefinite period of time starting from the registration and announcement of these articles of association. ANNOUNCEMENTS ARTICLE 7: Announcements of the Company shall be made in accordance with Turkish Commercial Code, Capital Markets Law, Capital Markets Board regulations and other relevant legislations provided that the time requirements set forth in the Turkish Commercial Code and Capital Markets Legislation are observed. AUTHORIZED AND ISSUED CAPITAL ARTICLE 8: According to the provisions of the Capital Markets Law, the Company has adopted the Authorized Capital System, and has switched to the said system as per the permission of the Capital Markets Board dated and number 332. The Authorized Capital of the Company is TL 250,000,000 and it is divided into 250,000,000 shares with a nominal value of 1 Turkish Lira each. The permission for the Authorized Capital Ceiling granted by the Capital Markets Board is valid between the years between 2017 and 2021 (5 years). Even if the permitted authorized capital ceiling is not reached at the end of 2021, then, in order for the Board of Directors to make a decision on capital increase after 2021, it is compulsory for the Board to secure authorization from the General Assembly for a new period by seeking the permission of the Capital Markets Board in respect of either the previously permitted ceiling or a new ceiling amount. No capital increase can be made based on a board of directors resolution if the said authorization is not granted at the General Assembly Meeting. The issued capital of the company is 178,354,952 Turkish Liras, divided into 178,354,952 shares with a nominal value of 1.- Turkish Lira. Of the Issued Capital which amounts to TL 36,130,406, TL 456, was paid in cash, TL 11,448, was covered with dividends distributed in the form of shares using the dividends of the years 1995, 1996, 1997, 1998, 1999 and 2000, and the remaining TL 24,225, were distributed to the shareholders free of charge in proportion to their shareholding interests through shares issued to represent other internal resources. Subsequently, the issued capital was reduced from 36,130,406 to TL 24,934,292, and at the same time, the capital was increased to TL 63,698,197, - by a capital increase amounting to TL 38,763,905. During the increase of the issued capital to TL 63,698,197, the entire increased portion, i.e. TL 38,763,905 was covered from equities that were assigned as a result of a merger via the acquisition of Hürriyet Ticari ve Sınai Ürünler Pazarlama Sanayi ve Ticaret A.Ş. as a whole together with all its assets and liabilities existing at the date of registration of the merger in accordance with Article 451 and the relevant articles of the Turkish Commercial Code, articles 18, 19, 20, and the relevant articles of the Corporation Tax Code number 5520, and the relevant articles of the Capital Markets Legislation and that were determined by the Case Report dated issued by Kadıköy 5th Commercial Court of First Instance with File Number 2010/823 E. and the Additional Reports dated and , and the Expert Report of the 3 rd Commercial Court of First Instance dated The shares issued due to the capital increase were distributed to the shareholders of Hürriyet Ticaret ve Sınai Ürünler Pazarlama Sanayi ve Ticaret A.Ş. in return for the company shares they held.

8 During the increase of the Issued Capital to TL 127,396,394.- the amount increased, i.e. TL 63,698,197, was fully paid in cash. During the increase of the Issued Capital to TL 178,354,952, the amount increased, i.e. TL 50,958,558, was fully paid in cash. Between the years , the Board of Directors are, when it deems necessary, and in compliance with the provisions of the Capital Markets Law and the regulations of the Capital Markets Board authorized to issue bearer shares up to the authorized capital ceiling, and make decisions to partially or wholly restrict the rights of the shareholders to acquire new shares. No new shares may be issued until all the shares are issued and the amounts thereof are collected. While the nominal value of each share was 1,000.- Turkish Liras, first, it was changed into 1.- (one) New Turkish Kurus under the Law on Amendment of Turkish Commercial Code, number 5274; afterwards, due to cancellation of the word New in the phrases of New Turkish Lira and New Kurus on 01 January 2009 by virtue of the Decree of the Council of Ministers dated 4 April 2007 and number 2007/11963, it was changed into 1.- (one) Kurus. This time, the nominal value of each share was changed to 1 (One) Turkish Lira. Due to this change, total number of shares was decreased, and 1 share of TL 1- shall be given in exchange for 1 share, each worth TL 1. The rights of the shareholders arising out of the shares they own in relation to the respective changes are reserved. The phrases Turkish Lira in these articles of association are phrases changed as per the abovementioned Decree of the Council of Ministers. The Board of Directors is authorized to issue shares above or below the nominal value and to make decisions that restrict the shareholders right to take new shares in part or in whole. No new shares may be issued unless all of the shares issued are sold and paid. The shares representing the capital of the company are monitored via registration as per the principles of registration. SHARES ARTICLE 9: The shares are bearer shares. ISSUE OF SHARES ARTICLE 10: Shares are issued by resolutions of the Board of Directors in accordance with the provisions of the Turkish Commercial Code, Capital Markets Law, Capital Markets Board regulations and Capital Markets Legislation. TRANSFER OF SHARES ARTICLE 11: For the transfer of shares; Turkish Commercial Code, Capital Markets Law, Capital Markets Board Regulations, other relevant regulations of Capital Markets legislations, Central Registration System rules and other relevant regulations on share registration shall be observed. Pursuant to the Turkish Commercial Code and the Capital Markets Legislation bearer shares can be freely transferred.

9 SECURITIES EQUIVALENT TO SHARES ARTICLE 12: The Company may issue securities equivalent to shares as per the provisions of the Capital Markets Law and relevant legislation. CAPITAL CHANGES ARTICLE 13: The capital of the Company can be increased or decreased according to the provisions of the Turkish Commercial Code and the Capital Markets Law. ISSUANCE OF CAPITAL MARKETS INSTRUMENTS ARTICLE 14: In accordance with Turkish Commercial Code, Capital Markets Law, Capital Market Board regulations and Capital Markets Legislations and other legislations in force, the Company may issue any kind of bonds, finance bonds, participation bonus shares, bonus shares, profit and loss sharing certificates, or other capital market instruments or negotiable instruments which are accepted or will be accepted by the Capital Markets Board for sale to real and legal entities at home and abroad. The capital market instruments and negotiable instruments covered in this article are issued by the resolution of the Board of Directors if allowed by the Turkish Commercial Code and Capital Markets Law; for those whose issuance are subject to General Assembly resolutions, the General Assembly may leave the setting of the time and conditions regarding the issuance to the Board of Directors. ELECTION, DURATION, AND DUTY ALLOCATION OF THE BOARD OF DIRECTORS Article 15: The Company is managed and represented by the Board of Directors composed of minimum 5 and maximum 9 members to be elected by the General Assembly. The Board of Directors shall elect independent members from among eligible candidates at such ratio or in such number as set out by the Capital Markets Board. Determination, nomination, numbers, qualifications, election, dismissal and/or resignation of the independent members of the Board of Directors shall be in accordance with Capital Markets Law, Capital Markets Board legislations and other relevant legislations. As a principle, members of the Board of Directors are elected from among individuals who have the basic knowledge on the legal procedures regulating the actions and transactions regarding the field of activities of the Company, the training and experience on the management of the Company, the ability to interpret financial statements and reports and preferably an academic education. Subject to Article 375 of the Turkish Commercial Code and the provisions of the Capital Markets Law and other legislations, the Board of Directors is authorized to partially or fully assign the management to one or more members of the board of directors, to 3 rd parties, to the Executive Board or Committees to be formed, in accordance with the provisions of the Articles of Association and the provisions of its Internal Directive to be prepared under Article 367 of the Turkish Commercial Code. The Board of Directors, if deems necessary, identifies the Executive Director, who shall undertake some of its powers, certain portions of the Company activities, and the monitoring of implementation of the resolutions to be taken by it and assigns duties to them. In such a case, the field of responsibilities for each Executive Director of the Board of Directors is determined by the Board of Directors.

10 Executive Directors shall have taken over all the powers and responsibilities in the fields assigned to them. In principle, other members of the Board of Directors shall have no responsibility for the transactions covered within this context, provided that the Board of Directors reserves the powers and duties, which are exclusively vested in the Board of Directors and non-assignable. If Executive Directors are elected without having been assigned a field of responsibility by the Board of Directors, such Executive Directors shall undertake all powers and responsibilities in relation to company business, management and activities as well as the implementation of the resolutions taken, without any limitation. Executive Directors are natural members of the Executive Board. Provided that they are within the framework of applicable legislations, the Executive Board is authorized and responsible for fulfilling and monitoring the issues of falling within their field of responsibility if such an assignment has been made by the Board of Directors, and if no assignment has been made, they shall be responsible for all issues stated therein. The majority of the board of directors consists of non-executive members. Every year, the Board of Directors elects a chairperson and vice chairpersons, as necessary, from among its members. If several Vice Chairpersons are elected, the Board of Directors shall define the duties, powers and responsibilities of each Vice Chairperson. If the Chairperson and Vice Chairperson are absent in a meeting, the chairperson appointed only for that meeting shall chair the meeting. The Chairperson of the Board of Directors is responsible for conducting the Board meeting calls and negotiations in a proper manner and have the resolutions recorded in the minutes; he/she may fulfil this responsibility through Board of Directors Secretariat. The Vice Chairperson of the Board of Directors assumes the authorities and responsibilities assigned to him by the Chairperson of the Board, manages Board of Directors meetings not attended by the Chairperson of the Board of Directors for any reason, and assists the Chairperson of the Board of Directors in performing all his/her functions. If any member of the Board is vacated for any reason, a person with the required qualifications shall be elected by the Board of Directors to be presented to the approval of the first General Assembly. Such person shall complete the duration of the person, in place of whom he/she was elected for, provided that his/her membership is approved by the General Assembly. If a legal person is elected a board member, then along with that legal person, only one real person who is determined by the legal person shall also be registered and announced on behalf of such legal person; also, the fact that the registration and announcement have been made shall be immediately announced on the Company s website. Only this registered person may attend in the meetings and vote on behalf of the legal person. The legal person, who is elected as Member of the Board, may change the person registered on its behalf at any time. The members of the Board of Directors are elected for a maximum office term of 3 years. If office term is not clearly mentioned in the election resolution of the General Assembly, this election is deemed to have been made for one year. Members of Board of Directors may be replaced at any time, upon a resolution passed by the General Assembly if the agenda has a relevant item or in the presence of a good cause even if the agenda contains no relevant item. DUTIES AND POWERS OF THE BOARD OF DIRECTORS Article 16: The Board of Directors is responsible for fulfilling its duties established by the legislations in force and these Articles of Association. According to laws and the regulations of these Articles of Association; all actions and transactions, which do not require General Assembly resolutions, are performed by the Board of Directors.

11 The Board of Directors shall perform its duties and use its powers in line with the provisions of the Turkish Commercial Code, Capital Markets Law, Capital Markets Board regulations and resolutions, the Articles of Association of the Company and legislations in force. Bodies and persons who delegate others a duty or power arising by law or from the Articles of Association to others on statutory grounds shall not be responsible of their actions and decisions, except for the case where it is proven that they have not shown due diligence in electing the persons taking over such duties and powers. The Board of Directors may, while performing its duties and responsibilities vested by laws and these Articles of Association, partially transfer these to committees within the company, by clearly defining their functions without revoking its own responsibilities. For the purpose of protecting, observing, monitoring, orienting and supervising the benefits of the Company and its shareholders, Members of the Board of Directors may assume duties in the boards of directors of affiliates, subsidiaries and partnerships subject to joint management. Also, Members of the Board of Directors may hold offices in charity organizations, pious foundations, institutions and organizations that work for the public benefit or carry out scientific researches and development activities, universities, educational institutions, etc. Any duty other than those above mentioned can be performed only within the rules accepted by, and with the consent of, the Board of Directors. REPRESENTATION AND BINDING OF THE COMPANY Article 17: The Company is represented by the Board of Directors. The Board of Directors may transfer its authority of representation to one or more executive director or third parties as directors. At least one member of the Board of Directors must have the representation power. In order for all the documents to be given and agreements to be executed by the company to be effective, they must bear the signatures of authorized signatories affixed under the company trade name. The Board of Directors determines, causes to be registered and announced on the trade registry gazette, the persons authorized to represent the company, their authorities and their signing procedure. The transfer of representation authority shall not be valid unless such registration and announcement is made. The restriction of representation power shall not prevail against the third parties acting in good faith; however, restrictions stating that the representative power is specific to the business of the head office or a branch only, or is to be used jointly, shall apply. MEETINGS OF THE BOARD OF DIRECTORS Article 18: The Board of Directors convenes at such frequency that will enable it to perform its duties effectively. The Board of Directors shall convene upon the call of the Chairperson or Vice Chairperson. Each member of the Board of Directors may request the Chairperson or when he is absent, the Vice Chairperson, to invite the Board of Directors to convene a meeting. Necessary documents and information related to matters in the agenda of the Board must be submitted for the review of the members of the Board of Directors within a reasonable period of time prior to the meeting in order to secure equal flow of information. It is obligatory that the meeting calls include the agenda, be made at least 7 days before the meeting day, and include all kinds of documents and information related to the issues on the agenda.

12 As a rule, meetings of the Board of Directors are held at the head office of the Company. However, it also allowed to hold a meeting at another location in the city of the head office or at another city. Provided that they are in accordance with Article 1527 of Turkish Commercial Code and with regulations to be established within the framework of said article; Meetings of the Board of Directors may both be held totally in electronic environment, and also be held by the physical participation of some of the members and by online participation of the rest of the members in the electronic environment. Members of the Board of Directors must attend the meetings in person; it shall also be possible to attend the meetings by using any technological methods that would enable remote access. The opinions of the members, who are not able to attend the meeting but present their opinions in writing, are submitted to other members for information. Board resolutions shall be signed and entered in the minutes book. Members who cast a negative vote should state their reasons and sign the minutes. Documents and correspondences relating to the meeting are archived regularly. Where the affirmative vote of the independent Board Members is sought, if the independent members cast a negative vote, the measures set forth in the Capital Markets Law and the regulations of the Capital Markets Board shall apply. The Board of Directors is convened with the majority of the members and decisions are taken with vote of the majority of those present at the meeting. In case of equality of votes, the issue is included in the agenda of the next meeting; if another equality occurs at that meeting, the proposal is deemed to be rejected. Each of the Board of Directors members shall have one right to vote regardless of their positions and fields of duty. In accordance with the relevant provisions of the Turkish Commercial Code, it is allowed to make a decision by receiving written approvals from other members of the Board for the proposal of a member. Those who are entitled to attend the meetings of Board of Directors of the Company may attend such meetings also electronically as per article 1527 of the Turkish Commercial Code. The Company may install the Electronic Meeting System, which will allow the right holders to attend and to cast votes at the meeting via electronic means in compliance with the provisions of the Communiqué on Assemblies to be held in the Electronic Environment in Trade Companies other than General Assemblies of Joint-Stock Companies, and may also purchase services which have been developed for the aforementioned purpose. At the meetings to be held, it is ensured that the rights of the rights holders specified in the relevant legislation may be used within the framework specified in the provisions of Communiqués, either through the system established under this provision of articles of association or through the outsourced system. FINANCIAL BENEFITS Article 19: The General Assembly takes resolutions on the payment of remunerations, attendance fees, premiums, bonuses and shares from the annual profit to the members of the Board of Directors. Depending on the duties, powers and responsibilities of the members of the Board of Directors, the financial benefits may be different. Establishing the financial rights of the independent members of the board shall be in accordance with Capital Markets Law, Capital Markets Board regulations and other relevant legislations. Whether the Committee Chairman and Members will be paid any remunerations due to their responsibilities in such committees, and if paid, their amounts and conditions shall be set by the Board of Directors in the resolution regarding the establishment of the relevant committee. If the Committee chairman and members are the chairman or members of the Board of Directors at the same time, whether the said committee members will be paid any remuneration, and if paid, their amounts and conditions shall be set by the General Assembly.

13 The compensation policy established for the financial benefits of the members of the Board of Directors and senior managers and publicly announced in the Company s corporate website is presented for the information of the shareholders during the General Assembly as a separate agenda item. COMMITTEES OF THE BOARD OF DIRECTORS Article 20: The Board of Directors shall establish a sufficient number of other committees, in particular mandated committees, in accordance with the Turkish Commercial Code, Capital Markets Law and Capital Markets regulations, taking into consideration the requirements of the Company to ensure that its duties and responsibilities are carried out in the best possible manner. Resolutions for establishing the committees shall set the duties and fields of operation in accordance with the provisions of these Articles of Association. The Board of Directors may any time re-determine the areas of duty and work of the committees and may as well make changes in memberships thereof. Committees are organized and act in accordance with the Turkish Commercial Code, Capital Markets Law, Capital Markets Board regulations, the other relevant legislation in force and the provisions of the Articles of Association. Committees shall convene at such frequency required by their works as well as upon the call of the Chairperson of the Committee. The resolutions of the committees are written and kept in a separate book. All correspondences and notifications by Committees are carried out by the person or unit to be appointed by the Board of Directors. AUDIT Article 21: Election of an auditor for the Company and the auditing shall be carried out in accordance with Turkish Commercial Code, the Capital Markets Law, Capital Markets Board legislations and other relevant legislations in force. The independent audit company, which will perform the independent audit of the Company, shall be selected by the General Assembly upon suggestion by the Board of Directors, in line with the approval of the Audit Committee. The Company may not get consultancy services from the independent audit company it is already receiving service from, the personnel employed by that company, or any other consultancy company which such company directly or indirectly controls in terms of management or capital, or the personnel thereof. This arrangement includes also services rendered by real person partners and managers of the Independent Audit Company. The Turkish Commercial Code, the Capital Markets Law, Capital Markets Board legislations and other relevant legislations shall be observed in this matter. GENERAL ASSEMBLY MEETINGS Article 22: The following principles apply to General Assembly meetings.

14 a) Way of Invitation: General Assemblies convene ordinarily and extraordinarily. Invitation to such meetings shall be made in accordance with Turkish Commercial Code, the Capital Markets Law, the regulations of Capital Markets Board and other relevant legislations. Besides the procedures prescribed by the legislation, announcement regarding the general assembly meetings are served by all means of communication, including electronic communication to enable access to maximum number of shareholders, and no later than three weeks in advance of the general assembly date excluding the announcement and the meeting days. Said announcement will be published on the Public Disclosure Platform, Company's web site and in Turkish Trade Registry Gazette. On the Company s website, in addition to the General Assembly meeting announcements, the notifications and explanations that the Company has to make due to legislations, are given together with additional notifications and explanations prescribed by Capital Markets Law, the regulation of Capital Markets Board and other relevant applicable legislations. b) Time of Meeting: Ordinary General Assembly convenes at least once a year. During these meetings, matters to benegotiated in accordance with the agenda shall be reviewed ans resolved. Extraordinary General Assembly shall convene and pass the required resolutions under circumstances and at any time required by the Company business, according to the provisions of the Turkish Commercial Code, Capital Markets Law, the regulations of the Capital Markets Board and the provisions of these Articles of Association. c) Venue of Meeting: General Assemblies are held at the Company s head office or at another place in the city where the Company s head office is located, upon the resolution of the Board of Directors. ç) Representation: In General Assembly meetings, shareholders may be represented by a proxy who may or may not be a shareholder. In respect to voting by proxy, the Turkish Commercial Code, the Capital Markets Law, the regulations of the Capital Markets Board, the provisions of the other relevant legislation in force shall apply. d) Attendance to the Meeting: It is essential that executive members of the Board and at least one member of the Board of Directors and the representative of the Independent Audit Company attend the General Assembly meetings; also, those who have responsibilities or who would make disclosures related to the agenda items shall also be present. The chairman of the meeting shall inform the General Assembly about the excuse for absence of those persons apart from foregoing persons who are supposed to be present at the meeting as per the law. Shareholders may attend General Assembly meetings in accordance with Turkish Commercial Code, Capital Markets Law, Regulations of Capital Markets Board and Merkezi Kayıt Kuruluşu A.Ş. (Central Registry Agency) as well as other applicable legislations. A shareholder and/or his/her proxy may not attend, speak and/or vote at the meetings if he/she does not have valid documents in case it is required in accordance with the relevant legislation. e) Chairmanship Committee: A chairman selected by the General Assembly who is not obliged to be a shareholder chairs the General Assembly meetings. The Chairman determines the Chairmanship Committee by specifying the clerk, and the scrutineer in case he/she deems it necessary. A Vice Chairman shall be elected when deemed necessary.

15 f) Representative of the Ministry: It is essential that a Representative of the Ministry of Customs and Trade be present and sign the minutes of the meeting together with the relevant parties at General Assembly Meetings, whether ordinary or extraordinary. The respective provisions of the Turkish Commercial Code, regulations of the Ministry and the other relevant legislations shall be observed. g) Voting and Voting Rights: Each share has one voting right in General Assembly meetings. At General Assembly meetings where physical attendance is obligatory the votes are cast by raising hands. However, it is obligatory that secret voting be applied upon the request of one twentieth of the shareholders represented in the meetings. If the usufruct right and the right of disposition of a share belongs to different persons, upon agreement among themselves, they have themselves represented in such manner they deem appropriate. In case of disagreement, owner of the usufruct right uses the right to attend and vote in the General Assembly meetings. h) Meeting and Resolution Quorum: The Capital Markets Law, provisions set forth in the regulations of the Capital Markets Board and the provisions of the Turkish Commercial Code shall apply respectively regarding meeting and resolution quorums at all General Assembly meetings of the Company. ı) Internal Directive: The Board of Directors prepares internal directives covering rules as to working principles and manners of the General Assembly in accordance with relevant provisions of the Turkish Commercial Code and legislations and communiqués issued with respect to the said code and submits such directives to the General Assembly for the approval. The internal directive approved by the General Assembly is registered with the Trade Registry and announced on the Turkish Trade Registry Gazette i) Attendance to General Assembly meetings in electronic environment: Shareholders entitled to attend the general assembly meetings of the Company may attend these meetings by electronic environment as per the article 1527 of the Turkish Commercial Code. The Company may install the electronic general meeting system, which will allow those who are entitled to attend, to put forth recommendations, and to cast votes in the General Assembly Meetings via the electronic environment in compliance with the provisions of the legislation in force and may also purchase services which have been developed for the aforementioned purpose. At all general assembly meetings to be held, those entitled and their representatives shall be enabled to exercise their rights via the installed system, as per this provision of the Articles of Association. POWERS AND DUTIES OF THE GENERAL ASSEMBLY ARTICLE 23: The General Assembly exercise the authorities and fulfills the duties granted to it by Turkish Commercial Code, Capital Markets Law and other relevant legislations. Within the framework of the principles set out in Article 4 of the Articles of Association, the upper limit of the grants and donations to be made by the Company during an accounting period shall be determined by the General Assembly. Donations cannot be made in excess of the limit set by the General Assembly, and donations to be made are added to the distributable profit base. Donations may not be contrary to the regulations of the Capital Markets Law governing transfer of hidden revenues, to Turkish Commercial Code and other relevant legislations, necessary material disclosures must be made, and donations made within the year must be submitted to the General Assembly to inform the shareholders.

16 ACCOUNTING PERIOD Article 24: The accounting period of the Company is the calendar year which starts on the first of January and ends on the last day of December. DETERMINATION AND ALLOCATION OF THE PROFIT Article 25: The net profit which remains after deducting the amounts which must be paid and set aside by the company such as general expenses and various depreciations, as well as the statutory taxes payable by the company in its capacity as a legal entity from the amounts calculated at the end of the accounting period, and which is shown on the annual balance sheet prepared in accordance with the legislations of Capital Markets Board less losses of the previous year, if any, shall be distributed as follows in the order shown below. General Legal Reserve: a) 5% is set aside as general legal reserve until the amount of general reserve reaches twenty percent the total issued capital pursuant to the Article 519 of the Turkish Commercial Code. First Dividend: b) From the remainder over, a first dividend is set aside, in accordance with the Turkish Commercial Code and the legislation of Capital Market Board over the amount to be calculated by adding sum of donations made during the year, if any, within framework of the profit distribution policy to be determined by the general assembly. c) After the above reductions are made, the General Assembly is entitled to decide for the distribution of the dividend to members of the Board of Directors, except independent members of the board of directors, and to the company employees, to foundations established for various purposes and to people and organizations with similar nature. Second Dividend: ç) After deducting the sums mentioned in paragraphs (a), (b) and (c) from the net profit for the period, the General Assembly is entitled to distribute the remainder in part or in whole as second dividend or as reserve fund at its own discretion in accordance with article 521 of Turkish Commercial Code. General Legal Reserve: d) One-tenth of the amount calculated by deducting 5% of the issued capital from the portion that was decided to be distributed to shareholders and the other persons holding a share in profit is added to the general legal reserve as per clause (c), paragraph 2, article 519 of the Turkish Commercial Code. Unless legal reserves required by the legal provisions are set aside and as long as the first dividend specified in the articles of association for the shareholders is paid in cash and /or in the form of shares; no decision may be made to distribute further reserve fund, transfer profit to next year and distribute dividend to members of board of directors except independent members of the board of directors as well as to employees of the Company, and to such foundations and persons/entities established with various purposes as mentioned in article 3 of these Articles of Association. Dividends related to the shares are distributed equally to all existing shares as of the distribution date without taking into account dates of issue and acquisition of such shares. Bonus issues are distributed to current shares at the date of increase.

17 Method and time of distribution of profit decided to be distributed is determined by the general assembly upon a proposal of the board of directors on this issue. A profit distribution decision taken by the general assembly in accordance with the provisions of these articles cannot be withdrawn. The Board of Directors may, provided that it is authorized by the General Assembly, distribute advance dividends, in accordance with Article 20 of the Capital Markets Law and relevant legislations of the Capital Markets Board. TERMINATION AND LIQUIDATION Article 26: The Company shall be liquidated or terminated for the reasons specified in the Turkish Commercial Code. In case of termination or dissolution for any reason other than bankruptcy, the liquidation is carried out by executors to be elected by the General Meeting. Liquidation procedures are carried out in accordance with the relevant provisions of the Turkish Commercial Code. LEGAL PROVISIONS Article 27: For those issues that are not covered by these Articles of Association, the Turkish Commercial Code, Capital Markets Law and the relevant legislation provisions shall apply. Any and all kinds of amendments to be made in these Articles of Association are subject to the approval of the Capital Markets Board and permissions of the Ministry of Customs and Trade; however, the permission of the Ministry of Customs and Trade shall not be sought in case of capital increases within the authorized capital ceiling. DOCUMENTS TO BE SUBMITTED TO THE MINISTRY AND THE CAPITAL MARKETS BOARD Article 28: Pursuant to the legislation in force, the reports and documents that are obligatory to be submitted to the relevant authorities and Capital Markets Board shall be submitted within their legal periods. MINORITY RIGHTS Article 29: In order to enable use of the minority rights prescribed in the legislation and in these articles of association, it is adequate that five percent of the capital is represented. CORPORATE GOVERNANCE PRINCIPLES Article 30: The Company and its bodies shall follow the Corporate Governance Principles required by Capital Markets Board. Transactions conducted and decisions made by the Board of Directors without complying with the compulsory principles shall be invalid and deemed to be contrary to the Articles of Association. Regulations of the Capital Markets Board relating to corporate governance shall be complied with in those transactions which are regarded as important in respect of implementation of the Corporate Governance Principles and any and all transactions of the company with related parties of an important nature, and the submission of securities, liens and mortgages in favor of third parties.