At the meeting of the Board dated March 23, 2023 and numbered 2023/17;
In accordance with the Capital Markets Board's Corporate Managing Notification (II-17.1); It was decided to appoint Nalan ERKARAKAŞ, Independent Member of the Board, as the Chairman of the Corporate Governance Committee, and Mr. Cevdet ERKANLI, Independent Member of the Board, as the Member of the Corporate Governance Committee, and Mr. Mehmet Fikret PAMUK, Director of the Investor Relations Department, as the "Corporate Governance Committee Member".



PURPOSE AND SCOPE

Article - 1
The purpose of this directive is to determine the duties and working principles of the Corporate Managing Committee to be formed by the Managing Board of Çemtaş A.S Company in accordance with the Capital Market legislation in order to fulfill its duties and responsibilities in a healthy manner.

Within the scope of this regulation and legal legislation, the Committee monitors the operation of the Company's compliance with corporate managing principles and, when necessary, submits its suggestions to the Managing Board regarding improvement studies.

The Committee also fulfills the duties of the Nomination Committee and Wage Committee specified in the Corporate Managing Principles.

STRUCTURE OF THE COMMITTEE

Article - 2
The Committee consists of at least two members elected from among the members of the Company's Managing Board. If the Committee consists of two members, both; If it consists of more than two members, the majority of the members are non-executive board members. The chairman of the committee is elected among the independent members of the Managing Board. The manager of the investor relations department has to be appointed as a member of the corporate governance committee.

DUTIES AND RESPONSIBILITIES

Article - 3
The committee meets at least once a year. Meeting minutes are kept in writing. The Committee presents its suggestions and findings, if any, to the Managing Board with a report.
The final decision and responsibility belongs to the Managing Board.

COMMITTEE;

• It determines whether the Corporate Managing principles are applied in the Company, if not, its reason and the conflicts of interest arising from not fully complying with these principles, and makes suggestions to the Board to improve corporate managing practices.
• It works in coordination with the senior management so that the Corporate Managing principles can be better understood by the Company employees and presents them to the Board.
• It works to establish a transparent system for the assignment, evaluation and training of suitable candidates for the Board, and to determine policies and strategies in this regard.
• It makes regular evaluations about the structure and efficiency of the Board and submits its suggestions regarding the changes that can be made in these matters to the Board.
• It determines and oversees the approaches, principles and practices regarding performance evaluation and career planning of the Board and senior executive.
• It determines the recommendations of the members of the Board and senior executives regarding the principles of wages, considering the long-term goals of the Company.
• Determines the criteria that can be used for wages in connection with the performance of the Company and the members of the Board.
• It presents its suggestions to the Board regarding the wages to be given to the members of the Board and senior executives, taking into account the degree of achievement of the criteria.

The Committee may seek the opinions of independent experts on matters it deems necessary regarding its activities. In this case, the cost of consultancy services is covered by the Company.

Keeping and archiving the meeting minutes of the Committee and informing the committee members effectively are carried out by the Secretariat of the Board.

ENFORCEMENT AND EXECUTION

Article - 4
The Corporate Management Committee's Duties and Working Principles Internal Directive was discussed and approved at the28th Board meeting dated November 18, 2014 and entered into force on November 18, 2014 replacing the previous directive dated 22. March 2013 under article 18

This internal directive and any changes to be made are carried out by the Board.