Board of Directors Operating Principles

İhlas Ev Aletleri İmalat Sanayi ve Ticaret Anonim Şirketi

Internal Regulation Regarding the Operating Principles of the Board of Directors

Purpose and Scope

Article 1: The purpose of this Internal Regulation is to determine the operating principles and procedures of the Board of Directors of İhlas Ev Aletleri İmalat Sanayi ve Ticaret Anonim Şirketi within the framework of the relevant legislation and the provisions of the articles of association. This Internal Regulation covers all Board of Directors meetings of İhlas Ev Aletleri İmalat Sanayi ve Ticaret Anonim Şirketi.

Grounds

Article 2: This regulation has been prepared within the framework of Article 367 of the Turkish Commercial Code No. 6102 and the provisions of the Communiqué Series: IV No: 54 on the Determination and Implementation of Corporate Governance Principles.

Definitions

Article 3:

Company: İhlas Ev Aletleri İmalat Sanayi ve Ticaret Anonim Şirketi

General Assembly: İhlas Ev Aletleri Ordinary and Extraordinary General Assembly

Board of Directors: İhlas Ev Aletleri Board of Directors

Formation and Election of the Board of Directors

Article 4:

• The company's affairs and management are carried out by a board of directors consisting of at least five and at most eleven members elected by the general assembly.

• The criteria for members of the Board of Directors, their election, terms of office, working principles, areas of responsibility, and similar matters are determined in accordance with the provisions of the Turkish Commercial Code, the Capital Market Law, and other relevant legislation.

• The number and qualifications of independent members to serve on the Board of Directors are determined in accordance with the regulations of the Capital Market Board regarding corporate governance. The establishment of committees within the Board of Directors, the areas of responsibility of the committees, and their working principles are determined in accordance with the provisions of the Turkish Commercial Code, the Capital Market Law, the regulations of the Capital Market Board regarding corporate governance, and other relevant legislation.

Term of Office of Board Members

Article 5:

• The term of office of the board members is a maximum of three years, and they may be re-elected by being nominated again.

• The General Assembly may change the board members at any time if it deems it necessary.

Board of Directors Meeting and Agenda

Article 6:

The Board of Directors meets when required by company business and operations. However, this meeting cannot be less than once a month. For the Board of Directors to make a decision, at least one more than half of the members must be present. Decisions are made by a majority of the members present. No member of the Board of Directors may vote as a proxy for another member. If the votes are equal, the decision is postponed to the next meeting. If there is still a tie, the proposal is considered rejected. Members cannot attend meetings where decisions concerning themselves or their relatives are to be made. The decisions reached by the Board of Directors are recorded by the Secretary of the Board of Directors for signature. It is mandatory that the decisions be signed by the members present, and if there are dissenting votes, the reasons for dissent must be written in the decision text and signed by the dissenting voter. Unless a member requests a meeting, the Board of Directors may also make decisions by obtaining the written approval of the other members to a proposal made by one member on a specific matter. The validity of the decisions depends on them being written and signed.

Board of Directors resolutions, signed by the Board members, include the date of the meeting, the names of the board members who attended, and the text of each resolution adopted at the meeting. These completed resolutions are then affixed to the Company's Board of Directors Resolution Book.

In accordance with Article 1527 of the Turkish Commercial Code, Board of Directors meetings may also be held electronically.

Board of Directors meetings may be conducted entirely electronically, or some members may participate electronically in a meeting where others are physically present.

Duties and Responsibilities of the Board of Directors

Article 7:

• The company is managed and represented by the Board of Directors.

• For documents issued and agreements made by the company to be valid, they must be signed by those authorized to represent and bind the company under the company's name. The signatures that will represent and bind the company are determined and decided by the General Assembly. The Board of Directors elects a Chairman from among its members each year, and a vice-chairman to act on his behalf when the chairman is absent.

• The members of the Board of Directors may elect a Managing Director or Directors from among themselves according to an internal regulation and delegate a part of the work to them. Managing Directors are authorized to represent the company in matters related to their duties. New managing director positions may be created if necessary. Similarly, some of the existing managing director positions may be removed if necessary.

• The Board of Directors may also represent and bind the company by appointing Directors.

 • The Board of Directors keeps the necessary records and prepares the balance sheet for the past business year in accordance with the provisions of the law and submits it to the shareholders for review in accordance with the Corporate Governance Principles determined by the Capital Markets Board.

• At the end of each business year, in addition to the balance sheet, the Board of Directors prepares a report showing the commercial, financial and economic situation of the company and a summary of the business and transactions carried out, and prepares the proposal documents regarding the determination of the amount of profit to be distributed and the amount to be allocated to the reserve fund, and submits them to the General Assembly. The Corporate Governance principles determined by the Capital Markets Board are complied with in the submission of the report and proposal documents.

Remuneration of the Board of Directors

Article 8:

The chairman and members of the board of directors shall be paid a remuneration determined by the General Assembly. In determining this remuneration, the time spent by individuals in preparing for, before, and after meetings, and in fulfilling their duties, shall be taken into account. Furthermore, the attendance fee to be paid to participants for each meeting shall also be determined by the General Assembly.

The provisions of the Turkish Commercial Code, the Capital Markets Law, and relevant legislation shall be complied with in determining the remuneration of the members of the Board of Directors.

Enforcement of Internal Regulations

Article 9:

These internal regulations shall enter into force with the approval of the Board of Directors.