General Assembly Working Directive

AKSU ENERGY AND TRADE INC.

INTERNAL DIRECTIVE ON WORKING PRINCIPLES AND PROCEDURES OF THE GENERAL ASSEMBLY

Birinci Bölüm

Purpose, Scope, Basis and Definitions

Purpose and scope

Article l- (1) The purpose of this Internal Directive is; The working principles and procedures of the general assembly of Aksu Enerji Ve Ticaret Anonim Şirketi are determined within the framework of the Law, relevant legislation and the provisions of the articles of association.

This internal Directive covers all ordinary and extraordinary general assembly meetings of Aksu Enerji Ve Ticaret Anonim Şirketi.

Rest

Article 2- This internal Directive has been prepared by the board of directors in accordance with the provisions of the Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to Attend These Meetings.

Definitions

Article 3- In this Internal Directive;

1. Assembly: One-day meeting of the general assembly,
2. Law: Turkish Commercial Code No. 6102 dated 13/1/2011,
3. Session: Each part of each combination that is interrupted due to rest, meal breaks and similar reasons,

ç. Meeting: Ordinary and extraordinary general assembly meetings,

1. Meeting chairmanship: It refers to the board consisting of the meeting chairman elected by the general assembly to manage the meeting in accordance with the first paragraph of Article 419 of the Law, the meeting vice chairman elected by the general assembly when necessary, the minutes secretary determined by the meeting chairman, and the vote collector if deemed necessary by the meeting chairman.

Second part

Working Procedures and Principles of the General Assembly

Provisions to be followed

Article 4 - The meeting is held in accordance with the provisions of the Law, relevant legislation and the articles of association regarding the general assembly.

Entry to the Meeting Place and Preparations

Article 5 - (1) Shareholders or their representatives registered in the list of attendees prepared by the board of directors, members of the board of directors, the auditor, if any, the Ministry representative, if assigned, and persons to be elected or assigned as the chairman of the meeting may enter the meeting place. (If people such as other company managers, employees, guests, audio and video recording technicians, press members are expected to enter the meeting place, this will also be stated in the Internal Directive.)

(2) At the entrance to the meeting place, real person shareholders and representatives appointed from the electronic general assembly system established in accordance with Article 1527 of the Law must show their identity cards, representatives of real person shareholders must show their identities along with their representation documents, and representatives of legal person shareholders must present their authorization documents. and thus they are required to sign the places shown for them in the list of those present. These control procedures are carried out by the board of directors, one or more members of the board of directors appointed by the board of directors, or by the person or persons appointed by the board of directors.

(3) Duties related to the preparation of the meeting place to accommodate all shareholders and the availability of stationery, documents, tools and equipment that will be needed during the meeting at the meeting place are carried out by the board of directors. (If the meeting will be recorded with audio and video, this will be stated in the Internal Directive)

Opening the Meeting

Article 6 – (1) The meeting will be held at the place where the company headquarters is located (If there is a contrary provision in the articles of association, this will be stated) at a pre-announced time (the provisions of meeting without invitation specified in Article 416 of the Law are reserved) with the chairman or vice chairman of the board of directors or one of the members of the board of directors. It is opened upon the determination in a report that the quorums specified in Articles 418 and 421 of the Law are met. (If there is a contrary provision in the articles of association, this will be stated.)

Establishing the Meeting Chairmanship

Article 7 – (1) In accordance with Article 6 of this Internal Directive, under the management of the person who opened the meeting, a chairman and, if necessary, a vice chairman, who will be responsible for the management of the General Assembly and who is not required to be a shareholder, will be elected from among the proposed candidates.

(2) At least one minute clerk and, if deemed necessary, sufficient vote collectors are appointed by the President. (If there is a contrary provision in the articles of association, this issue and the fact that in joint stock companies with a single shareholder, this shareholder can fulfill all the duties envisaged as the chairman of the meeting alone are included in the internal directive. In addition, for companies using the electronic general assembly system, technical procedures in this regard are carried out at the time of the meeting. It is also stated in the internal directive that the chairman of the meeting may appoint experts to bring the meeting.

(3) The meeting chairman is authorized to sign the meeting minutes and other documents that form the basis of this minute.

(4) While managing the general assembly meeting, the chairman of the meeting shall act in accordance with the Law, the articles of association and the provisions of this Internal Directive.

Duties and Powers of the Meeting Chairmanship

Article 8 – (1) The Meeting Presidency carries out the following duties under the direction of the chairman.

1. To examine whether the meeting is held at the address shown in the announcement and whether the meeting place is suitable if specified in the articles of association,
2. Whether the general assembly has been called to the meeting, as indicated in the articles of association, with the announcement published on the website of the companies that are obliged to open websites and in the Turkish Trade Registry Gazette, and whether this call has been made at least two weeks before the meeting date, excluding the announcement and meeting days, as written in the share ledger. To examine whether the meeting date, the agenda and the newspaper in which the announcement was published or will be published have been notified by registered letter to the shareholders, who have previously notified the company of their addresses by giving the company a share certificate or a document proving their shareholding, and to record this situation in the meeting minutes,
3. To check whether those who are not authorized to enter the meeting place enter the meeting and whether the duties stipulated in the second paragraph of Article 5 of this directive regarding entry to the meeting place are fulfilled by the board of directors.

ç) In case the general assembly meets without a call in accordance with Article 416 of the Law, to examine whether all the shareholders or their representatives are present, whether there is any objection to the meeting being held in this way, and whether the quorum is maintained until the end of the meeting.

1. d) If changes have been made, the articles of association including the changes, share ledger, annual activity report of the board of directors, auditor reports, financial statements, agenda, if there is a change in the articles of association on the agenda, the draft amendment prepared by the board of directors, if the change in the articles of association is subject to the permission of the Ministry of Customs and Trade. to determine whether the permission letter received from the Ministry and the amendment draft annex, the list of attendees prepared by the board of directors, the postponement minutes of the previous meeting if the general assembly was called to the meeting upon postponement, and other necessary documents related to the meeting are completely present at the meeting place and to record this in the meeting minutes.
2. e) To check the identity of those who attend the general assembly in person or on behalf of those who attend the general assembly by signing the list of those present, upon objection or necessity, and to check the accuracy of their representation documents.
3. f) To determine whether the executive members and at least one member of the board of directors and the auditor in companies subject to audit are present at the meeting and to record this situation in the meeting minutes.
4. g) To manage the general assembly activities within the framework of the agenda, to prevent deviations from the agenda except for the exceptions specified in the Law, to ensure the order of the meeting, and to take the necessary measures for this purpose.

g)   Opening and closing meetings and sessions and closing the meeting.

1. h) Those who want to read or have others read decisions, drafts, minutes, reports, suggestions and similar documents regarding the discussed issues to the general assembly and speak about them.

i)    To have voting on the decisions to be taken by the general assembly and to report the results.

1. i) To monitor whether the minimum quorum for the meeting is maintained at the beginning, continuation and end of the meeting, and whether the decisions are taken in accordance with the quorums stipulated in the Law and the articles of association.
2. j) To explain to the general assembly the notifications made by the representatives specified in Article 428 of the Law.
3. k) In accordance with Article 436 of the Law, to prevent those who do not have the right to vote in the decisions specified in the said article, to observe all restrictions imposed on the right to vote and privileged voting in accordance with the Law and the articles of association.
4. I) Upon the request of the shareholders holding one tenth of the capital (one twentieth in public companies), the discussion of financial statements and related issues will be discussed at the meeting to be held one month later, without the need for the general assembly to take a decision on this issue.
5. m) To ensure that the minutes of the general assembly activities are prepared, to record the objections in the minutes, to sign the decisions and minutes, to record the votes cast in favor and against the decisions taken at the meeting in the meeting minutes without any hesitation.
6. n) Submit the meeting minutes, annual activity report of the board of directors, auditor reports in companies subject to audit, financial statements, list of attendees, agenda, motions, voting papers and minutes of the elections, if any, and all documents related to the meeting to one of the board members present with a report at the end of the meeting. delivery

Procedures to be Taken Before Discussing the Agenda

Article 9 – (1) The chairman of the meeting reads or has the meeting agenda read to the general assembly. The chairman asks whether there is a change proposal regarding the order in which the agenda items are discussed, and if there is a suggestion, it is submitted to the general assembly for approval. The order in which agenda items are discussed may be changed by the decision of the majority of votes present at the meeting.

Discussing the Agenda and Agenda Items

Article 10 (1) The following items must be included in the agenda of the ordinary general assembly:

1. Opening and establishment of the meeting chairmanship.
2. Discussing the annual activity report of the board of directors, auditor reports and financial statements in companies subject to audit.
3. c) Release of members of the Board of Directors and auditors, if any.

ç) Election of expired board members and auditor in companies subject to audit.

1. d) The salaries of the members of the Board of Directors and their rights such as attendance fee, bonuses and premiums.
2. e) How the profit is used, distributed and profit share rates
3. f) Discussing amendments to the articles of association, if any.
4. g) Other deemed necessary

(2) The agenda of the extraordinary general assembly meeting consists of the reasons that require the meeting.

(3) Subjects that are not included in the meeting agenda cannot be discussed and decided upon, except for the exceptions stated below.

1. a) If all partners are present, the subject is added to the agenda by unanimous vote.
2. b) In accordance with Article 438 of the Law, any shareholder's special audit request is decided by the general assembly, regardless of whether it is on the agenda or not.
3. c) The matters regarding the dismissal of the members of the Board of Directors and the election of new ones are considered to be related to the negotiation of year-end financial statements and are decided upon by direct discussion upon request, regardless of whether there is an article on the subject on the agenda or not.

d) Even if there is no item on the agenda, in case of justified reasons such as corruption, incompetence, violation of the obligation of loyalty, difficulty in performing duties due to membership in many companies, discord, abuse of influence, the issues of dismissal of the board members and election of new ones will be put on the agenda by the majority of votes of those present at the general assembly. is taken.

(4) The agenda item that has been discussed and decided at the general assembly cannot be re-discussed and decided upon unless the decision is made unanimously by those present.

(5) As a result of the audit or for any reason, the issues requested by the Ministry to be discussed in the general assembly of the company are put on the agenda.

(6) The agenda is determined by the person who calls the general assembly to the meeting.

Speaking at the Meeting

Article 11 – (1) Shareholders or other interested parties who wish to speak on the agenda item being discussed shall notify the meeting chairmanship of the situation. The Presidency announces the people who will speak to the general assembly and gives the right to speak to these people in the order of application. If the person whose turn it is to speak is not present at the meeting place, he loses his right to speak. Speeches are made addressing the general assembly from the place reserved for this purpose. People can change their speaking order among themselves. If the speaking time is limited, a person whose turn it is to make his speech may continue his speech when the speaking time expires, but only if the first person to speak after him gives the right to speak, provided that he completes his speech within that person's speaking time. Talking time cannot be extended in any other way.

(2) The chairman of the meeting may give the floor to the members of the board of directors and the auditor who want to make a statement about the topics discussed, regardless of their order.

(3) The duration of the speeches is decided by the general assembly, upon the proposal of the chairman or the shareholders, according to the density of the agenda, the multitude and importance of the issues to be discussed and the number of people who want to speak. In such cases, the general assembly decides, by separate votes, first whether the speaking time should be limited and then what the duration should be.

(4) In accordance with Article 1527 of the Law, the procedures and principles specified in the said article and sub-regulations are applied regarding the submission of opinions and suggestions of shareholders or their representatives who attend the general assembly electronically.

Voting and Voting Procedure

Article 12 – (1) Before starting the voting, the chairman of the meeting explains the issue to be voted on to the general assembly. If a draft decision is to be voted on, voting begins after it is determined and read in writing. After it is announced that the voting will take place, only the question regarding the procedure can be requested. Meanwhile, if there is a shareholder who has not been given the floor despite his request, he exercises his right to speak, provided that he is reminded and confirmed by the Chairman. No promises can be made after the voting begins.

(2) Votes on the issues discussed at the meeting are cast by raising hands or standing, or by saying acceptance or rejection separately. These votes are counted by the meeting chairman. When necessary, the presidency may appoint a sufficient number of people to assist in vote counting. Those who do not raise their hands, do not stand up or do not make any statement are deemed to have voted "rejection" and these votes are considered to be against the relevant decision in the evaluation. (If voting methods other than those specified in this article are foreseen, they will be specified in the internal Directive.)

(3) In accordance with Article 1527 of the Law, the procedures and principles specified in the said article and sub-regulations shall apply regarding the voting of shareholders or their representatives who attend the general assembly electronically.

Editing Meeting Minutes

Article 13 – (1) The chairman of the meeting signs the list of those present showing the shareholders or their representatives, their shares, groups, numbers and nominal values, and summarizes the questions asked and answers given at the general assembly, the decisions taken and each decision. By clearly showing the numbers of positive and negative votes cast in the minutes, it is ensured that the minutes are prepared in accordance with the principles specified in the Law and relevant legislation.

(2) General assembly minutes are prepared at the meeting place and during the meeting by typewriter, computer, or handwritten using a legible ink pen. In order for the minutes to be written on a computer, there must be a printer at the meeting place that allows printing.

(3) The minutes are prepared in at least two copies and each page of the minutes is signed by the meeting chairman and the Ministry representative if he/she attends.

(4) In the report; The trade name of the company, the date and place of the meeting, the total nominal value of the company's shares and the number of shares, the total number of shares represented in person and by proxy at the meeting, the name and surname of the Ministry representative, if attended, and the date and number of the appointment letter, if the meeting is announced, how the invitation was made. If it is done without announcement, this must be stated.

(5) The amount of votes regarding the decisions taken at the meeting are stated in the minutes in numbers and words in a way that does not leave any room for hesitation.

(6) The names, surnames and reasons for opposition of those who vote negatively on the decisions taken at the meeting and wish to have their opposition recorded in the minutes are recorded in the minutes.

(7) If the justification for opposition is given in writing, this letter is added to the minutes. In the minutes, the name and surname of the partner or representative expressing their opposition is written and it is stated that the opposition letter is attached. The opposition letter added to the minutes is signed by the meeting chairman and the Ministry representative, if present.

Actions to be Taken at the End of the Meeting

Article 14- (1) At the end of the meeting, the meeting chairman delivers a copy of the minutes and all other documents related to the general assembly to one of the board members present at the meeting. This situation is determined in a separate report to be drawn up between the parties.

(2) The Board of Directors is obliged to submit a notarized copy of the minutes to the trade registry directorate within fifteen days at the latest from the date of the meeting and to have the matters subject to registration and announcement included in this minutes registered and announced.

(3) The minutes shall be posted on the website of the companies that are obliged to open a website within five days at the latest from the date of the general assembly.

(4) The chairman of the meeting also delivers a copy of the list of attendees, the agenda and the minutes of the general assembly meeting to the Ministry representative if he attended.

Participating in the Meeting Electronically

Article 15 (1) In case the opportunity to participate in the general assembly meeting electronically is provided in accordance with Article 1527 of the Law, the actions to be carried out by the board of directors and the meeting chairmanship are carried out by taking into account Article 1527 of the Law and the relevant legislation.

Chapter Three Miscellaneous Provisions

Documents Regarding the Participation of the Ministry Representative and the General Assembly Meeting

Article 16 – (1) The provisions of the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Regulation on the Representatives of the Ministry of Customs and Trade to be Attended at these Meetings regarding the request for a representative for meetings where the participation of the Ministry representative is mandatory and the duties and powers of this representative are reserved.

(2) It is mandatory to comply with the provisions of the Regulation specified in the first paragraph in preparing the list of those who can attend the general assembly and those present, and in preparing the representation documents and meeting minutes to be used in the general assembly.

Situations not foreseen in the Internal Directive

Article 17 – (1) In case a situation not foreseen in this Internal Directive is encountered during the meetings, action is taken in line with the decision to be made by the general assembly.

Acceptance of Internal Directive and Changes

Article 18 – (1) This Internal Directive is put into effect, registered and announced by the board of directors with the approval of the general assembly of Aksu Enerji Ve Ticaret Anonim Şirketi. Changes to be made in the Internal Directive are also subject to the same procedure.

Enforcement of the Internal Directive Article 19 – (1) This internal Directive was accepted at the general assembly meeting of Aksu Enerji Ve Ticaret Anonim Şirketi dated 11.4.2017 and shall enter into force on the date of its announcement in the Turkish Trade Registry Gazette.

TTSG Publication Date 15.05.2017 / 9326