Article of Association

VBT SOFTWARE JOINT STOCK COMPANY ARTICLES OF ASSOCIATION

ESTABLISHMENT

ARTICLE 1

Based on the transformation of the “VBT VISION INFORMATION TECHNOLOGIES AND PUBLISHING LIMITED COMPANY” registered at Kadıköy-6120 in the Istanbul Trade Registry Office, into a joint stock company according to Articles 180 to 193 of the Turkish Commercial Code; a joint stock company has been established among the founders whose names, surnames, residences, and nationalities are written below.

AYTEN EZENTAŞ: Turkish National, with ID No. 54523059700, residing at Ünalan Mh. Soyak Sitesi Cluster Houses, Soyak Göztepe Site No:25 D:454 Üsküdar / Istanbul.

İPEK CANAN BAŞARAN: Turkish National, with ID No. 20630210464, residing at Ataşehir Atatürk Mh. Ataşehir Boulevard Manolya3/ATSH Site 13 Block No:36M - D:1 Ataşehir / Istanbul.

COMPANY NAME:

ARTICLE 2

The company's name is "VBT SOFTWARE JOINT STOCK COMPANY".

PURPOSE AND SUBJECT

ARTICLE 3

Provided that it does not conflict with the capital market legislation and other relevant legislation and necessary disclosures are made within the framework of special cases for the illumination of investors when required, the company may engage in the activities written below to ensure the realization of its goals.

COMPUTER, SOFTWARE, AND INFORMATION TECHNOLOGIES

1. To import, export, and trade domestically all kinds of computer hardware, to engage in information systems, automation, software, and hardware activities, to provide all kinds of audio and visual services over the internet, to prepare and have websites prepared, and to provide internet service provider services,

2. To assemble, service, trade domestically and internationally, and provide training for all kinds of computers and sub-microprocessors, data recording, storing, printing, drawing, transmitting, displaying, converting, interpreting devices, accessories, hardware units, parts and spare parts,

3. To establish commercial information processing centers, to ensure the connection of these centers with domestic and international data networks,

4. To provide all kinds of consultancy and training services related to its subject,

PRIVATE EDUCATION

1-To open and operate nurseries, kindergartens, primary schools, secondary schools, high schools, vocational and technical high schools, and student dormitories.

2- To open and operate private day and boarding kindergartens, primary and secondary schools, dormitories, and courses in educational, cultural, and technical subjects,

3-To open and operate private schools providing Turkish or foreign language education within the country and abroad, to partner with existing dormitories, courses, and schools within the country and abroad, to send students abroad, to bring students from abroad, to mediate in this regard, and to provide all kinds of consultancy and organizations related to this subject.

4-To open and operate foreign language, computer programming and usage courses, as well as typing, accounting, distance learning support, driver, and similar courses.

5-To open and operate all kinds of private educational institutions.

6-To open and operate preparatory courses for university, high school, and secondary school intermediate classes, science and military high schools, Anatolian high schools, and colleges.

7-To open and operate special license courses and technical courses providing vocational education.

8-To engage in all kinds of printing and publishing activities to realize the company's purpose and subject.

9-To engage in the distribution of educational and training publications, newspapers, books, stationery, magazines, and similar publications to realize the company's purpose and subject.

10-To engage in the production, recording, publishing, distribution, and marketing of laboratory materials related to education and training, as well as videos, tapes, and similar materials.

11-To organize social competitions,

12-To establish kitchens and dining facilities, canteens for student nutrition purposes, to operate or lease them

13-To purchase, rent, import, and operate service vehicles to ensure student transportation, and to lease them.

To achieve these purposes, the company also engages in the following activities.

a-) To establish facilities related to the company's purpose, to open and operate factories, stores, workshops, warehouses, etc., to lease, rent, buy, and sell them.

b-) To engage in all kinds of financial, commercial, administrative, savings, and activities to realize the company's purpose.

c-) To purchase, sell, import, and export all kinds of commodities, tools, equipment, machines, first materials, semi-finished and finished products permitted by the import-export regime within the company's subject,

d-) To obtain credits from domestic and foreign sources, to establish pledges and mortgages on the company's and others' movables and immovables.

e-) Provided that it does not conflict with the Capital Markets Law article 21/1 and is not in the nature of investment services and activities, to establish companies or participate in partnerships domestically and abroad in relation to the company's purpose and subject, and to make all kinds of disposals on them;

f-) Provided that it is not in the nature of investment services and activities, to purchase and sell, lease, engage in financial leasing, lease, transfer, and other similar transactions for all kinds of movables and immovables suitable for the company's activities; to establish rights of superficies, usufruct, condominium, condominium easement and similar rights and to perform similar transactions;

g-) To obtain all kinds of secured or unsecured debts domestically and abroad. To purchase and sell all kinds of tangible and intangible rights, to perform transactions such as barter, swap, etc., as per the provisions of the Civil Code, the Law of Obligations, the Turkish Commercial Code, the Execution and Bankruptcy Code, and other various legislation, to acquire, transfer, or dispose of them in various forms, and to dispose of them through these methods, to register, release, annotate, and remove annotations for all kinds of personal or strengthened personal rights such as a promise of sale, lease, etc. in the land registry, to perform all kinds of parcellation, amalgamation, separation, condominium easement, condominium establishment transactions,

h-) To establish, release, provide surety for third parties over all kinds of movables and immovables related to the company's purpose and subject. However, the company shall adhere to the principles set forth within the framework of the Capital Markets Legislation in terms of providing guarantees, surety, and security, or establishing pledge rights, including mortgages, for itself and for the benefit of third parties.

i-) To lease, engage in financial leasing, lease, construct or have constructed, operate or have operated, establish usufruct rights, condominium, and similar rights for the company over movables and immovables; similarly, to establish these rights for the company's benefit and release existing ones,

j-) To obtain, provide, grant, and establish representations, dealerships, agencies, distributorships from and to domestic and foreign natural and legal persons; to open branches and liaison offices domestically and abroad when necessary; to participate in official and private tenders within the country and abroad related to the company's subject,

k-) To provide project, design, planning, consultancy, engineering, and training services related to its subject; to send its personnel to seminars and courses to be held domestically and abroad for training when necessary.

l-) To acquire, use, sell, lease, rent, transfer, acquire, and license proprietary rights and similar rights such as privileges, licenses, copyrights, trademarks, patents, know-how, trademarks, cancellation rights, documents, and royalties, engineering and technology facilities, and trade names for the company's activities,

m-) To borrow long, medium, and short-term from domestic and foreign markets, including leasing (financial leasing), factoring, and forfaiting, to provide all kinds of credits and provide guarantees for obtaining credit, to benefit from these for its partners, third parties, and customers,

n-) To purchase, rent, import, and export all kinds of vehicles, machinery, equipment, installations, equipment, electrical or electronic devices, hardware, and software for the conduct of activities, and to make tangible or intangible disposals over them,

o-) The company can establish partnerships with domestic and foreign natural, private, and legal entities related to its subject, participate in existing partnerships, establish business partnerships, and establish companies. The company can acquire companies and commercial enterprises that are engaged in the company's subjects by transfer, and it can purchase and sell, transfer, and dispose of the shares and shares of companies established and to be established without engaging in brokerage.

p-) Provided that it is for the benefit of the company and not for brokerage, the company can purchase, acquire, provide collateral for, accept securities such as shares, bonds, usufruct shares, and coupons

t-) Provided that it does not conflict with the Capital Markets Board's regulations on transfer pricing, necessary special condition disclosures are made, donations made during the year are presented to the General Assembly for the information of shareholders, and the upper limit of donations to be made within the upper limit determined by the Capital Markets Board is determined by the General Assembly and donations exceeding this limit are not made, the company may make donations and aids that can be added to the distributable profit base in accordance with the capital market legislation in a way that does not hinder its own purpose, subject, and activities;

Changes in the company's purpose and subject require obtaining permissions from the Ministry of Trade and the Capital Markets Board.

COMPANY HEADQUARTERS

ARTICLE 4

The company's headquarters is located in Ataşehir district, Istanbul province. The address is İçerenköy Mah. Umut Sokak AND Plaza Block No: 10-12 Inner Door No: 57 Ataşehir, Istanbul. In case of a change of address, the new address will be registered with the Trade Registry and announced in the Turkish Trade Registry Gazette and notified to the Ministry of Trade, the Capital Markets Board, and other relevant authorities if necessary. Notifications made to the registered and announced address are considered to have been made to the company. If the company leaves its registered and announced address but does not register its new address within the required time, this will be considered a reason for dissolution.

The company may open branches domestically and internationally with the decision of the Board of Directors, provided that information is given to the Ministry of Trade, the Capital Markets Board, and other relevant authorities if necessary.

DURATION OF THE COMPANY

ARTICLE 5

The duration of the company is indefinite from its establishment.

CAPITAL

ARTICLE 6

The company has adopted the registered capital system according to the provisions of Law No. 6362 and has transitioned to this system with the permission of the Capital Markets Board dated 11.03.2021 and numbered 13/415.

The registered capital ceiling of the company is 120,000,000 TL (one hundred and twenty million Turkish Liras), divided into 120,000,000 (one hundred and twenty million) shares, each with a nominal value of 1 TL (One Turkish Lira).

The permission for the registered capital ceiling given by the Capital Markets Board is valid for the years 2021–2025 (5 years). Even if the registered capital ceiling allowed is not reached by the end of 2025, the Board of Directors must obtain authorization for a new period from the General Assembly with permission from the Capital Markets Board for the previously allowed ceiling or a new ceiling amount to make capital increases after 2025. In the absence of such authorization, capital increases cannot be made by the decision of the Board of Directors.

The company's capital is divided into A and B group shares. A group shares are registered, and B group shares are bearer shares. A group shares have special rights and privileges specified in this Articles of Association. B group shares have no privileges.

The company's issued capital is 26,000,000.00 TL (twenty-six million Turkish Liras), and this issued capital has been fully paid without any collusion.

The 26,000,000.00 TL issued capital is divided into 1,000,000 A Group registered shares with a nominal value of 1,000,000.00 TL, representing 3.85% of the issued capital, and 25,000,000 B Group bearer shares with a nominal value of 25,000,000.00 TL, representing 96.15% of the issued capital.

New shares cannot be issued until the issued shares are fully sold, their prices are paid, or the unsold shares are canceled.

In the transfer of A group shares, other A group shareholders have preemption rights. The A group shareholder who wants to transfer their shares offers the shares to other A group shareholders. If an agreement cannot be reached on the share price during the transfer of shares, the price of the share is determined by an independent audit company jointly determined by the parties. If the A group shareholder who wants to buy at the price determined by the independent audit company gives up their intention to buy, the A group shareholder who wants to sell their shares can transfer their shares to third parties at least at this price.

Shares representing the capital are monitored within the framework of dematerialization principles.

The company's capital can be increased or decreased when necessary within the framework of the provisions of the Turkish Commercial Code and the Capital Market Legislation.

Unless otherwise decided during capital increases, (A) group shares are issued in return for (A) group shares, and (B) group shares are issued in return for (B) group shares. In case of restriction of preemptive rights in capital increases, all newly issued shares will be issued as B group shares.

Free shares are distributed to existing shares at the date of the increase in capital increases.

The Board of Directors is authorized to increase the issued capital by issuing (A) group registered and (B) group bearer shares up to the registered capital ceiling when deemed necessary in accordance with the provisions of the Turkish Commercial Code and the Capital Markets Law.

The Board of Directors may decide to issue shares above or below the nominal value and to partially or completely restrict the preemptive rights of shareholders or the rights of privileged shareholders. The authority to restrict the preemptive rights cannot be used in a way that will create inequality among shareholders. Decisions taken by the Board of Directors within the scope of this paragraph are announced to the public within the framework of the principles determined by the Capital Markets Board.

BOARD OF DIRECTORS AND ITS DURATION AND BOARD MEETINGS

ARTICLE 7

The company's affairs and management are conducted by a Board of Directors consisting of at least five (5) members to be elected by the General Assembly within the framework of the provisions of the Turkish Commercial Code and the Capital Market Law and meeting the conditions specified in the Turkish Commercial Code and the capital market legislation.

A Group shareholders have the privilege of nominating candidates for the Board of Directors. Half of the Board of Directors members are elected by the General Assembly from among the candidates nominated by A group shareholders. In case the number of Board members is an odd number, the number of candidates to be nominated by A group shareholders will be fractional, and the fractional number will be rounded down. The Board of Directors members to be elected from among the candidates nominated by A group shareholders will be members other than the independent members specified in the Capital Markets Corporate Governance Principles.

At their first meeting, the Board of Directors elects a president and sufficient vice presidents from among themselves. The president and vice presidents whose terms have expired can be re-elected.

If one of the memberships becomes vacant for any reason, an appointment is made in accordance with the provisions of the Turkish Commercial Code and the capital market legislation and is submitted to the approval of the next General Assembly. The Board of Directors elects one of the candidates nominated by the majority of A group shareholders to replace the Board member elected by the majority of A group shareholders. The member elected in this way serves until the first General Assembly meeting and completes the remaining term of the member replaced if the election is approved by the General Assembly.

The Chairman of the Board of Directors is elected from among the Board members nominated by A group shareholders.

The Board of Directors meets as necessary for the company's affairs and at least once a month upon the invitation of the Chairman of the Board, and in his absence, the Vice President.

The term of office of the Board of Directors members is three years, and Board of Directors members whose terms have expired can be re-nominated and elected. The General Assembly may change the Board of Directors members at any time if necessary.

The majority of the Board of Directors members are non-executive members.

A sufficient number of independent members are elected by the General Assembly to the Board of Directors within the framework of the principles specified in the Capital Markets Corporate Governance Principles. Independent members must meet the qualifications specified in the Corporate Governance Principles. The conditions, remuneration, and terms of office of these members comply with the Corporate Governance Principles of the Capital Markets Board.

Legal entities can be elected to the Board of Directors. When a legal entity is elected as a Board of Directors member, a real person determined by the legal entity on behalf of this legal entity is also registered and announced; additionally, this is immediately announced on the company's website. Only this registered real person can attend meetings and vote on behalf of the legal entity Board of Directors member. The legal entity Board of Directors member can change the person registered on its behalf at any time.

The company's Board of Directors establishes the Early Detection of Risk Committee, the Audit Committee, the Corporate Governance Committee, and other committees required to be established within the scope of the Capital Market Legislation. The establishment of the committees, the number of members, their selection, and their duties comply with the provisions of the Capital Markets Law No. 6362, the regulations of the Capital Markets Board on corporate governance, and the provisions of the Turkish Commercial Code. Committee members are elected and appointed by the Board of Directors.

Meetings are mainly held at the company's headquarters, but they can also be held in other cities and places. All Board of Directors members are informed in advance about the place and time of the meeting and the meeting agenda.

Provided that the Capital Markets Board's regulations on Corporate Governance are preserved, the Board of Directors meets with the majority of the full number of members and makes decisions with the majority of the members present at the meeting. Board of Directors meetings can be held at the company's administrative headquarters or a suitable place in the city where the administrative headquarters are located, or they can be held in another city with the decision of the Board of Directors.

All board members may request information, ask questions, and conduct examinations regarding all business and transactions of the company. It cannot be refused to bring any book, book record, contract, correspondence, or document requested by a member to the board of directors, to be examined and discussed by the board or members, or to obtain information from any manager or employee on any subject.

According to Article 390 of the TCC, if none of the members request a meeting, the board of directors' decisions may be made by obtaining written approval from at least the majority of the full number of members to a proposal made by one of the board members on a specific issue, written in the form of a decision. The validity condition for the decision to be made in this way is that the same proposal is made to all members of the board of directors. It is not necessary for the approvals to be on the same paper; however, the papers containing the approval signatures must be pasted in the board of directors' decision book or turned into a decision containing the signatures of those who accept it and entered into the decision book for the validity of the decision.

Those who have the right to attend the board of directors' meeting of the company may also participate in these meetings electronically in accordance with Article 1527 of the Turkish Commercial Code. The company may establish the Electronic Meeting System, which will allow the right holders to participate in these meetings and vote electronically, in accordance with the provisions of the Communiqué on Boards Other Than General Assemblies in Joint Stock Companies, as well as purchase services from systems established for this purpose. In the meetings to be held, the right holders can use their rights specified in the relevant legislation within the framework of the provisions of the Communiqué through the system established in accordance with this article of the company's articles of association or the system from which support services will be obtained.

REPRESENTATION AND BINDING OF THE COMPANY ALLOCATION OF DUTIES OF THE BOARD MEMBERS

ARTICLE 8

The management and representation of the company are vested in the board of directors. For all documents to be issued and contracts to be made by the company to be valid, they must bear the signature of the person or persons authorized to represent the company under the company name.

In accordance with the provisions of Article 367 of the Turkish Commercial Code, the board of directors may delegate some or all of its powers and duties to one or more of its members or to managers and/or general managers who do not necessarily have to be shareholders, according to an internal directive prepared by the board of directors, which organizes the management of the company, defines the necessary duties, shows their places, and especially determines who is subordinate to whom and who is obliged to provide information. However, at least one member of the board of directors must have representation authority.

The board of directors may appoint board members who do not have the authority to represent the company or those who are affiliated with the company through a service contract as commercial proxies or other merchant assistants with limited authority. The duties and authorities of those to be appointed in this way are clearly determined in the internal directive to be prepared according to Article 367 of the Turkish Commercial Code. In this case, the registration and announcement of the internal directive are mandatory. Commercial proxies and other merchant assistants cannot be appointed by internal directive. The authorized commercial proxies or other merchant assistants are also registered and announced in the trade registry.

The fees to be paid to the board members are determined by the general assembly, taking into account the provisions of the Turkish Commercial Code, the Capital Market Law, and other relevant legislation, as well as the Corporate Governance Principles of the Capital Markets Board.

GENERAL ASSEMBLY

ARTICLE 9

The General Assemblies are convened ordinarily or extraordinarily. The ordinary general assembly meets within 3 months from the end of the company's fiscal year and at least once a year: extraordinary general assemblies meet when required by the company's affairs and at times.

The invitation to participate in general assembly meetings and any other notifications regarding general assemblies are made within the framework of the provisions of the Turkish Commercial Code, the Capital Market Law, and the relevant legislation.

In the general assembly meetings, A group shares have 5 votes, and B group shares have 1 vote. If a share is in joint ownership of more than one person, they can attend the general assembly and vote only through a representative chosen from among themselves or externally. Representation is made with a proxy in accordance with the regulations of the Capital Markets Board on the subject.

The shareholder can attend the general assembly meetings in person or send a representative who may or may not be a shareholder. In proxy voting and the negotiation of significant transactions, the regulations of the Capital Markets Board on the subject and the provisions of the capital market legislation are followed.

In the general assembly meetings of the company, the matters written in Article 409 of the Turkish Commercial Code are discussed, and necessary decisions are taken. The meeting and decision quorums of the general assembly meetings are subject to the provisions of the Turkish Commercial Code, the Capital Market Law, and the Corporate Governance Principles of the Capital Markets Board.

The general assembly convenes at the company's headquarters address or a suitable place in the city where the management headquarters is located.

The working procedures and principles of the general assembly are regulated by an internal directive prepared by the Board of Directors and registered and announced after the approval of the general assembly. The provisions of the internal directive must be followed.

Voting rights at ordinary and extraordinary general assembly meetings can be exercised physically or electronically.

In terms of the representation of the shareholder, the regulations in the Turkish Commercial Code and capital market legislation are followed. The situations regarding participation in the general assembly meeting electronically are reserved.

The right holders who have the right to attend the general assembly meetings of the company can also participate in these meetings electronically in accordance with Article 1527 of the Turkish Commercial Code. The company may establish the electronic general assembly system, which will allow the right holders to participate in the general assembly meetings electronically, express opinions, make suggestions, and vote, or purchase services from systems established for this purpose, in accordance with the provisions of the Regulation on General Assemblies to Be Held Electronically in Joint Stock Companies. In all general assembly meetings to be held, the right holders and their representatives can use their rights specified in the mentioned Regulation through the system established in accordance with this provision of the articles of association.

ANNOUNCEMENT

ARTICLE 10

The company's announcements are made in accordance with the regulations and within the periods specified in the Turkish Commercial Code and the Capital Market Legislation.

Special condition disclosures to be made in accordance with the regulations of the Capital Markets Board and any disclosures required by the Board are made in a timely manner in accordance with the relevant legislation.

ACCOUNTING PERIOD AND ANNUAL REPORTS

ARTICLE 11

The company's fiscal year starts on the first day of January and ends on the last day of December.

In the preparation of the annual and interim financial statements and reports showing the company's operating results, as well as the activity reports, the provisions of the Capital Market Legislation and the Turkish Commercial Code are followed.

The financial statements and reports, as well as the independent audit report, which are required to be prepared by the Capital Markets Board, are announced to the public through the Public Disclosure Platform and published on the company's website in accordance with the procedures and principles determined by the Capital Markets Board.

DETERMINATION AND DISTRIBUTION OF PROFIT

ARTICLE 12-

The company complies with the regulations in the Turkish Commercial Code and the capital market legislation regarding profit distribution.

The net period profit, which remains after deducting the general expenses of the company, various depreciations, amounts to be paid or set aside by the company, and the taxes and other financial obligations that the company is obliged to pay from the company's revenues determined at the end of the activity period, is distributed as follows, after deducting the losses of previous years, if any, as shown in the annual balance sheet prepared in accordance with the capital market legislation:

General Legal Reserve Fund:

a) 5% of the net period profit is set aside as a general legal reserve fund until it reaches 20% of the issued capital according to the provisions of Article 519 of the Turkish Commercial Code.

First Dividend:

b) From the remaining amount, the first dividend is set aside in accordance with the Turkish Commercial Code and the Capital Market Legislation based on the amount found by adding the donation amount, if any, made during the year, within the framework of the company's profit distribution policy.

c) After the above deductions, the General Assembly has the right to decide on the distribution of the dividend to the Board of Directors members, company employees, and persons and institutions other than the shareholders.

Second Dividend:

d) After deducting the amounts specified in subparagraphs (a), (b), and (c) from the net period profit, the General Assembly is authorized to distribute the remaining part partially or completely as a second dividend or to set it aside as a reserve fund voluntarily allocated according to Article 521 of the Turkish Commercial Code.

General Legal Reserve:

e) 10% of the amount calculated after deducting the 5% dividend from the part decided to be distributed to the shareholders and other participants in the profit is added to the general legal reserve according to the second paragraph of Article 519 of the Turkish Commercial Code.

Unless the reserves required to be set aside according to the Turkish Commercial Code and the dividends determined for the shareholders in the articles of association or profit distribution policy are set aside, no other reserves can be set aside, profits cannot be carried forward to the next year, and no dividends can be distributed to the Board of Directors members, company employees, and persons and institutions other than the shareholders. Moreover, dividends determined for the shareholders cannot be distributed until they are paid in cash.

The dividend is distributed equally to all existing shares as of the distribution date, regardless of their issuance and acquisition dates.

The form and time of the distribution of the decided profit are determined by the General Assembly upon the proposal of the Board of Directors.

According to these articles of association, the profit distribution decision made by the General Assembly cannot be revoked unless legally permitted.

The company may decide to distribute advance dividends in accordance with the Turkish Commercial Code and capital market legislation. The provisions of the relevant legislation are followed in calculating and distributing the advance dividend. For this purpose, authority can be granted to the Board of Directors by the General Assembly for the relevant fiscal period.

ADVANCE DIVIDENDS

ARTICLE 13

LEGAL PROVISIONS

ARTICLE 14

Regarding matters not provided for in these Articles of Association, the provisions of the Turkish Commercial Code, Capital Markets Law, and relevant legislation apply.

AUDIT

ARTICLE 15

The company and other matters required by the legislation are audited in accordance with the provisions of the Capital Markets Law and other relevant legislation and the Turkish Commercial Code.

PRESENCE OF A MINISTRY OF TRADE REPRESENTATIVE AT MEETINGS

ARTICLE 16

At the company's ordinary and extraordinary General Assembly meetings, the relevant provisions of the Turkish Commercial Code and the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Presence of a Ministry of Trade Representative at These Meetings apply to the appointment of a Ministry Representative to represent the Ministry of Trade.

AMENDMENT OF THE COMPANY'S ARTICLES OF ASSOCIATION

ARTICLE 17

An amendment to the articles of association is decided in a General Assembly convened in accordance with the law and the provisions of the articles of association after obtaining the approval of the Capital Markets Board and permission from the Ministry of Trade. If the amendment to the articles of association infringes the rights of privileged shareholders, the General Assembly's decision must be approved by the privileged shareholders' meeting. Amendments to the articles of association become effective against third parties after registration.

ISSUANCE OF CAPITAL MARKET INSTRUMENTS AND DEBT INSTRUMENTS

ARTICLE 18

The company can issue all kinds of capital market instruments to be sold to real and legal persons domestically or internationally in accordance with the Turkish Commercial Code and the Capital Markets Law and other relevant legislation in force.

The Board of Directors is authorized to issue debt securities and other capital market instruments that are considered debt securities by the Capital Markets Board within the framework of the relevant articles of the Capital Markets Law and relevant capital market legislation. This authority delegated to the Board of Directors is indefinite.

COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES

ARTICLE 19

The Corporate Governance Principles, which are required to be implemented by the Capital Markets Board, are complied with. Transactions and Board of Directors decisions made without complying with mandatory principles are invalid and considered contrary to the articles of association.

Regarding transactions deemed important in terms of the implementation of the Corporate Governance Principles, significant related party transactions of the company, and transactions related to providing collateral, pledges, and mortgages in favor of third parties, the regulations of the Capital Markets Board on corporate governance are complied with.

The number and qualifications of the independent members to be appointed to the Board of Directors are determined according to the regulations of the Capital Markets Board on corporate governance.

MINORITY RIGHTS

ARTICLE 20

The rights granted to shareholders holding one-twentieth of the capital in Articles 411, 420, 439, 486, 531, and 559 of the Turkish Commercial Code, other articles of the Turkish Commercial Code, Capital Markets Board regulations, and other relevant legislation, and the exercise of these rights cannot be restricted or prevented.

TERMINATION AND LIQUIDATION OF THE COMPANY

ARTICLE 21

The termination or dissolution of the company is carried out in accordance with the provisions of the Turkish Commercial Code and capital market legislation.