Working Principles of the Investment Committee

Article 1: Scope and Legal Basis

These working principles (the "Working Principles") set forth the scope of duties and the Working Principles of the Investment Committee of the Board of Directors ("Committee") of ADM Elektrik Dağıtım A.Ş.. (the "Company").

The Committee has been established upon the resolution of the Company's Board of Directors (the "Board of Directors") in accordance with the provisions of the Company's Articles of Association (the "Articles of Association").

Article 2: Purpose

The purpose of the Committee is to evaluate the investment and business development projects in excess of USD 1 million, in line with the purpose and subject of the Company's articles of association, submit them to the approval of the Board of Directors and carry out the follow-up processes.

Article 3: Definitions

General Manager” shall mean the General Manager of the Company.

Gross Asset Value” shall mean the total asset value including the cash item in accordance with the Company's latest financial statements.

Investment Criteria” shall mean the investment criteria set out in Article 7 of this Working Principles.

Investment Project” shall mean capital expenditures, acquisition of long-term assets to increase the efficiency or the capacity of the Company, its subsidiaries or affiliates or investment and business development projects to be undertaken with the Company's resources to improve existing assets.

Article 4: Organization and Membership

The Investment Committee shall consist of at least three members.

Members of the Committee are appointed by the Board of Directors. Term of office shall not exceed three years and the Committee members whose term of office expired may be re-appointed.

The Board of Directors shall provide the Committee with all kinds of resources and support it needs in order to perform its duties and obligations. The Committee may invite any executive and advisor it deems appropriate to the Committee meetings and inquire about their opinions. If it deems necessary, the Committee may resort to the opinions of individuals specialized in their fields.

Article 5: Meetings

The Committee shall convene once in three months. If the frequency deemed necessary for the efficiency of its operations, the Committee shall convene at the Company's headquarters or at another location where the members of the Committee are present. Committee meetings shall be timed to coincide with the Board meetings to the extent possible,

The Committee convenes with the participation of the simple majority of its members and passes decisions with the majority of the members present at the meeting

The Committee shall put all its work in writing, keep records thereof and report to the Board of Directors regarding the results of the work conducted and the meetings held by the Committee. The findings and recommendations of the Committee within the scope of its duties and responsibilities shall be immediately reported to the Board of Directors in writing. The records of the Committee meetings shall be approved by the Committee members and kept together with the decisions of the Committee. The records are shared with the Committee members before the next meeting.

The Company's financial manager or a member appointed by the committee takes the responsibility as a Rapporteur under the Chair of the Committee. The rapporteur presents the meeting agenda and related documents to the Committee members before the meeting. It ensures that the people whom the Chairman wants to attend the meeting attend the meeting. The rapporteur writes the meeting minutes and resolutions and distributes them to the relevant parties.

The Secretariat of the Board of Directors is responsible for the administrative organization of the meetings and the distribution of meeting minutes to the members of the Board of Directors and keeping the records.

Article 5: Reporting and Investment Decision

The Investment Committee shall evaluate the Investment Projects to be carried out within the Company, its subsidiaries or affiliates and reports their opinions on the relevant investment to the Board of Directors. The relevant reporting shall be prepared by taking into account the project baseline and feasibility analyses, project finance analyses, budget approval and Investment Criteria. The Board of Directors shall be authorized to take investment decisions regarding Investment Projects. However, the Board of Directors cannot take investment decisions without the Investment Committee's opinion on the relevant Investment Project.

Article 6: Investment Criteria

When considering Investment Projects, the Investment Committee evaluates cost-reducing and productivity-enhancing, capacity-increasing, R&D , technology, maintenance projects in order to diversify and manage risk.In this context, Investment Projects are considered to be aimed at providing safe and efficient energy supply and infrastructure investments.

Investment Projects shall be carried out in accordance with the following criteria:

i. Not making investments that do not comply with the company's sustainability, environment, occupational health and safety, governance and social policies,

ii. Not conflicting with obligations under existing agreements, including loan agreements,

iii. Any asset under construction, development and/or construction has an internal rate of return (IRR) of not less than 10%,

iv. Not having more than 20% of the Gross Asset Value, invested in any single asset, to the extent the relevant asset will not have significant and strategic and significant impact on the long-term policies and growth plans of the Company;

v. The total investment amount of the assets under construction and/or under construction is not more than 25% of the Total Asset Value,

vi. Avoiding concentration of counterparty risk by ensuring that revenues from a single customer are not more than 30% of total revenues;

vii. Making evaluations in all our distribution activities and new investments within the scope of combating climate change and ensuring safe and efficient energy supply, taking into account environmental, social and governance (ESG) criteria;

viii. Identifying, periodically monitoring and managing ESG risks within the framework of sustainability;

ix. To ensure the direct integration of our sustainability understanding into investment decisions and all our commercial activities;

x. Renewal, improvement and capacity increase, R&D, technology investment and maintenance studies in line with the 5-year implementation period plans;

xi. With these investments, line length, number of transformers and transformer installed power are increased.

xii. Not investing in projects with an adverse impact on UNESCO World Heritage sites or areas designated for nature conservation. (e.g. Wetlands of International Importance under Ramsar Convention) and,

xiii. Not investing in projects involving in child labour and forced labour.

Article 7: Amendment

Amendments to the Working Principles of the Investment Committee are subject to the approval of the Board of Directors.