Preferred Shares

BOARD OF DIRECTORS AND TERM
 As amended after registration on 01.06.2012 and publication in the Turkish Trade Registration Gazette No. 8083 dated 05.06.2012.
 
Article 10
     The affairs and businesses of the company shall be managed by the Board of Directors of at least 7(Seven) members to be elected by the General Assembly, including 5 (Five) directors to be elected among Class (A) shareholders in accordance with provisions of the Turkish Code of Commerce.
The directors shall be elected for a period of either 1 or 3 years. 
Any director whose term of office has expired may be re-elected.
     In the case of vacancy of membership of the Board of Directors for any reason whatsoever the new director shall be elected by the Board of Directors. The replacing director shall hold the position only for the length of time remaining to serve out the term of the predecessor.
     The number and election of members of the Board of Directors, including independent directors, and form of organisation of the Board of Directors shall be subject to rules set out in the Turkish Code of Commerce and the Capital Market Law, and requirements set forth by the Capital Market Board.
 
GENERAL ASSEMBLY
 As amended after registration on 13.05.2013 and publication in the Turkish Trade Registration Gazette No. 8320 dated 15.05.2013

 The general assembly shall be subject to the following: 

a- Form of call for meeting
The meetings of the General Assembly may be ordinary or extraordinary. Any call for meeting shall comply with requirements set out in the Turkish Code of Commerce and the Capital Market Law.

b- Time of meeting
The ordinary General Assembly shall be held at least once a year and extraordinary General Assembly shall be held whenever the business of the company, or the laws or regulations of the Capital Market Board require.

c- Voting and appointment of proxies
During any ordinary or extraordinary General Assembly each Class A shareholder shall have 15 (fifteen) votes for one (1) share that he holds whereas a non-Class A shareholder shall have 1 (one) share for one (1) share that he holds.
Each shareholder may have himself represented by another shareholder or through a proxy that the shareholder may appoint from outside the company. A proxy who is also a shareholder of the company shall be entitled to exercise the voting rights vested in the shareholder whom he represents in the General Assembly in addition to his voting rights.
Requirements of the Capital Market Board with respect to proxy voting shall be followed.

d- Discussing the Agenda and quorum for resolution 
In any General Assembly meetings businesses which are deemed fit for the purposes of the Turkish Code of Commerce, the Capital Market Law, and of the requirements set out by the Capital Market Board shall be discussed and resolved. 
Meetings of the General Assembly and quorum thereof shall be subject to the requirements set out in the Turkish Code of Commerce, the Capital Market Law and by the Capital Market Board.
In any meeting of the General Assembly the quorum is deemed to be achieved if at least fifty per cent (50%) of Class A shareholders are present at the meeting.

e- Venue
The General Assembly shall be convened at the head office of the company, or any other convenient premises situated in the city where the head office of the company is located.

f- Attending any General Assembly meeting via electronic communication means, and E-General Assembly Meeting
Any shareholder who is entitled to attend a meeting held by the General Assembly may attend the meeting held by the General Assembly by an electronic communication means in accordance with Article 1527. Pursuant to Regulation on the General Assembly convened by electronic communication means, company may set up an e-General Assembly system or procure any system which is developed for this purpose so that any shareholder is able to attend, express his/her views, makes suggestions, and cast his/her vote by an electronic communication means. At any meeting held by the General Assembly shareholders and their proxies shall be allowed to exercise their respective rights under the said Regulations via the system to be so set up.