Corporate Management

REMUNERATION POLICY

Pursuant to the Capital Markets Board's Communiqué on the Determination and Implementation of Corporate Management Principles, the remuneration policy of the members of the Board of Directors and senior executives was determined as follows with the resolution of the Board of Directors dated March 22, 2013 and submitted to the information and opinions of the shareholders at the Ordinary General Assembly meeting held on April 17, 2013.

BORUSAN YATIRIM VE PAZARLAMA ANONİM ŞİRKETİ BOARD OF DIRECTORS' AND SENIOR EXECUTIVES' REMUNERATION PRINCIPLES

The Remuneration Principles have been prepared within the framework of the Capital Markets legislation and the Capital Markets Board Corporate Management Principles and in line with Borusan Group's "Transparency and Reporting" principle to provide the most accurate and complete information to our customers, investors, business partners, employees, shareholders and the public in a timely and most appropriate manner, in order to define the principles of remuneration of board members and senior executives and to ensure that these principles are put in writing, implemented and audited.

Borusan Yatırım ve Pazarlama Anonim Şirketi "Corporate Management Committee" is responsible for the remuneration policy and practices on behalf of the Board of Directors.

The remuneration to be paid to all members of the Board of Directors each year is determined by the General Assembly. The General Assembly determines the remuneration of independent and non-independent members in accordance with Capital Markets legislation.

The financial rights provided to the members of the Board of Directors consist of two components: fixed and variable. The first fixed remuneration is the attendance fee. Variable remuneration, on the other hand, is determined on the basis of performance on a member basis from the dividend distributed from the profit for the period, with a ceiling set in the Articles of Association and subject to the approval of the General Assembly. Independent board members are not paid performance-based remuneration.

Senior executives are paid performance-based salaries such as bonuses and premiums. These remunerations are determined in a way not to weaken the shareholders' equity by taking into account the current potential risks, capital and liquidity situation and the probability and timing of realization of the revenues planned to be obtained in the future. Although it is possible to make payments to senior executives based on the Company's performance, attention is paid to ensure that these payments have a positive impact on the Company's corporate values.

The Company does not lend any guarantees such as loans or sureties to any member of the board of directors or senior executives, and does not extend any loans or credits under the name of personal loan through a third party.