Article 1: Scope and Legal Basis

This policy sets forth the principles applicable to the remuneration by ADM Elektrik Dağıtım A.Ş. (the "Company") of the board members and employees with administrative duties in accordance with the applicable regulations.

This remuneration policy has been prepared by taking into the provisions of the Capital Markets Law No. 6362, the Corporate Governance Communiqué No. II-17.1 prepared by the Capital Markets Board of the Republic of Turkey and other relevant legislation.

Article 2: Purpose

Purpose of the remuneration policy is ensuring that the Company's practices regarding remuneration are planned and carried out in accordance with the applicable legislation, the scope and nature of the Company's activities and the strategies and long term targets of the Company.

The remuneration policy has been prepared for the purposes of attracting new talents to the Company and safeguarding the interests of our employees who have a high level of performance.

When forming the remuneration policy, the business sector data is taken into account in order to be able to compete in the market and to attract new talents to the Company.

Article 3: Principles of Remuneration

The corporate governance committee is responsible for and authorized to evaluate the remuneration policy and to submit its recommendations to the Company's Board of Directors.

The members of the Board of Directors will be paid fee determined by the General Assembly each year. While determining the remuneration levels of the members, factors such as the responsibility in the decision-making process, the knowledge, skills and competence of the member will be taken into account, and also comparisons will be made with the Board members’ remuneration levels of similar companies in the sector.

Employees who are in charge of administrative matters shall be paid fees in the amounts to be annually determined by the Board of Directors. Payments to the employees who are in charge of administrative matters shall be planned with a view to promote the achievement of the Company's short and long-term targets and sustainable performance.

Remunerations shall be in compliance with the ethical values, internal balances and strategic goals of the Company. Employees who are in charge of administrative matters shall be remunerated in a fair manner, taking into consideration the level of responsibility they incur.

The remuneration amounts shall be annually determined upon being re-evaluated by the Board of Directors as per the recommendations of the corporate governance committee.

Bonus payments are payments made to increase the efficiency of the employees for the purpose of reaching the corporate goals, ensuring the sustainability of performance, emphasizing individual performance and thereby identifying the successful employees and awarding the employees who create added value within the Company.

The intention is granting higher salary increases and bonuses to employees whose performance levels exceed the expected levels as per the results of the performance evaluations. Remuneration and bonus schemes shall be based on the performance evaluations for the relevant periods, and performance based payments, including bonus payments shall not be guaranteed in advance.

In case of any changes to the remuneration levels of the employees who are promoted or whose job descriptions are changed, the new remuneration of the employee shall be determined based on his/her position in the new level.

Fees, bonuses and other personal rights of the employees are confidential.

Board members and employees who are in charge of administrative matters shall not be eligible for obtaining loans or credits and no guarantees, sureties or other securities shall be granted in favor of them.

Expenses incurred by the Board members and employees who are in charge of administrative matters in connection with their duties shall be borne by the Company.

The aggregate amount paid to the Board members and employees who are in charge of administrative matters during the year shall be submitted to the information of the shareholder during the first general assembly to be held pursuant to the provisions of the applicable legislation and shall be disclosed to the public within the scope of the public disclosure of the financial reports.

The Board of Directors is responsible for the implementation, improvement and following up of this remuneration policy. The corporate governance committee is in charge of monitoring and auditing the remuneration practices on behalf of the Board of Directors and reporting the foregoing.