REMUNERATION PRINCIPLES FOR THE BOARD MEMBERS AND SENIOR DIRECTORS

1. PURPOSE AND SCOPE

The Board of Directors is responsible for ensuring that the Company achieves its predetermined and publicly disclosed operational and financial performance targets. In the event that the predetermined targets are not achieved, a remuneration policy is determined in order to ensure that the Board of Directors undertakes self-criticism both as a Board and on a member basis, and evaluates both its own performance and that of its members. The remuneration policy aims to strengthen the motivation of Board members and senior directors to continue demonstrating a high performance.

2. PRINCIPLES

Remuneration principles for Board members and senior directors are required to be provided in writing; these principles must be submitted for the information of shareholders as a separate item in the Annual General Meetings and shareholders should be permitted to express their views concerning this issue.

The prepared remuneration policy is required to be published on the Company’s website. The share certificate options or payment plans which are based on the Company’s performance shall not be used in determining the remuneration of the independent members of the Board of Directors. The Company exercises care in ensuring that the remuneration of independent Board members is at a level sufficient to ensure that they maintain their independence.

3. PERFORMANCE AND REMUNERATION

3.1. Fixed Salary Payment

The remuneration to be paid to the members of the Board of Directors, to the Executives of the Senior Management and other personnel cannot solely be associated with short term performances such as the profit or revenues of the Company.

3.2. Remuneration Criteria

The members of the committees consisting of the members of the Board of Directors will receive remuneration in accordance with the responsibilities they have been charged with. Care is taken to ensure that the fees are in compliance with the ethical values, internal balances and strategic targets of the Company. The fees of the members of the Board of Directors are approved by the General Assembly.

Notwithstanding the fact that members of the Board of Directors and Executives of the Senior Management may be paid based on the performance of the Company, such payments shall have a positive effect on the corporate value of the Company and be subject to objective conditions.

The amount of the remuneration based on performance may not be granted in advance. Fees based on performance can be paid with consideration to the term of the risks taken and in installments. For fees based on performance, the prior term performance of the employees is assessed. The Board of Directors has the final authorization and responsibility in the efficient launch of the Remuneration Policy and its implementation. The Company’s Senior Management is accountable to the Board of Directors for the efficient implementation of the Company’s remuneration system in line with the relevant regulations. Within the scope of this policy, the compliance with the regulations is required by law.

4. POLICY CHANGE

If required, the Remunerations Policy is reviewed and updated at least once a year in accordance with the changes in the Company’s business processes and the rising risks in the sector in a manner which supports the Company’s targets and strategies in order to raise employees’ motivation and loyalty. The updated Remunerations Policy is then presented for the information of shareholders in the General Assembly and also published on the Company’s website.

The Company abides by the Capital Markets Board’s regulation concerning corporate management in the determination of remuneration principles for Board members and executives of the senior management.