Regarding the Internal Regulation of the General Assembly

FIRST SECTION

Purpose, Scope, Basis, and Definitions

Purpose and Scope

ARTICLE 1: The purpose of this internal regulation is to determine the principles and procedures regarding the delegation of limited authority within the Company within the framework of laws, relevant legislation, and the provisions of the articles of association. This internal regulation has been prepared to serve as a basis for the decisions regarding the appointment of persons with limited authority within Metemtur Yatırım Enerji Turizm ve İnşaat Joint Stock Company.

Basis

ARTICLE 2: This internal regulation has been prepared by the Board of Directors in accordance with the provisions regarding the implementation of internal regulations on limited authority in joint stock companies, based on Articles 367-371 of the Turkish Commercial Code No. 6102 and Article 17 of the Company Articles of Association entitled “Representation and Binding of the Company”.

SECOND SECTION

Authorized Signatories Regarding Representation and Binding

Representation and Binding of the Company

ARTICLE 3:

The signature authorities of Metemtur Yatırım Enerji Turizm ve İnşaat Joint Stock Company are divided into four groups: A, B, C, and D.

The signature authorities of the Company for matters related to the representation and binding of the Company are determined as follows:

  • The Chairman and Vice Chairman of the Board of Directors have A Group signature authority.
  • At least one Board Member, other than the Chairman and Vice Chairman, selected among the Board Members, has C Group signature authority.
  • At least one of the signature authorities of the Group Companies has B Group signature authority.
  • At least one person employed by the Company under an employment contract has D Group signature authority.

For all business and transactions of the Company, the Company is represented and bound without limitation by the joint signatures of two Group A signatories. A Group signatories have priority over all B, C, and D Group signature authorities.

For transactions and documents that generally commit the Company, including including but not limited to: promissory notes, aval transactions, credit agreements and commercial contracts, mortgages, guarantees, pledges, real estate transactions, leasing agreements, issuing company checks, endorsement of customer checks, bank accounts, account transfers, leases not exceeding one year, official and private tenders, proposals, contracts, letters of commitment, letters of instruction, foreign exchange commitments, procurement contracts, orders, collateral agreements, authorized dealership contracts, purchase of transport vehicles and fixed assets, powers of attorney for company personnel, collection of money and goods, correspondences with SGK, Tax Offices, Chambers of Commerce and Industry, SPK, Ministry of Treasury and Finance, customs, municipalities, ministries, and similar institutions; in all such cases:

  1. The Company is represented and bound without limitation by the joint signature of two A Group signatories.
  2. For transactions up to 20,000,000 TRY (Twenty Million Turkish Lira or equivalent in foreign currency), at least one A Group and one C Group signatory must sign jointly.
  3. For transactions up to 5,000,000 TRY (Five Million Turkish Lira or equivalent in foreign currency), at least one A Group and one C Group signatory must sign jointly.
  4. For transactions up to 250,000 TRY (Two Hundred Fifty Thousand Turkish Lira or equivalent in foreign currency), a D Group signatory may sign individually.
  5. For documents not creating liabilities or receivables, at least two signatories must sign jointly.
  6. For printed documents requiring approval, printing permissions, minutes, offset letters, payment orders, receipts, and similar documents, any individual Company signatory may sign.

Signatures on behalf of the Company must be made under the Company seal.

An official signature circular is prepared for the professional senior management to represent the Company in matters not listed above, indicating which employees at what level have the authority to sign on behalf of the Company.

THIRD SECTION

Miscellaneous Provisions

Adoption and Amendments of the Internal Regulation

ARTICLE 6: This internal regulation is prepared by the Board of Directors of Metemtur Yatırım Enerji Turizm ve İnşaat JSC enters into force upon its registration and publication following the approval of the Board of Directors following its registration and announcement. Any amendments to the internal regulation follow the same procedure.

ARTICLE 7: This internal regulation numbered 10 and dated 14/04/2022 regarding the representation and binding of Metemtur Yatırım Enerji Turizm ve İnşaat JSC has been adopted by the Board of Directors and shall enter into force on the date of announcement in the Turkish Trade Registry Gazette.