FIRST SECTION

PURPOSE, SCOPE, BASIS, AND DEFINITIONS

ARTICLE 1- Purpose and scope

(1) The purpose of this Internal Regulation is to determine the working principles and procedures of the general assembly of Birleşik Fon Bank Inc. (the Bank) within the framework of the Law, relevant legislation, and the articles of association. This Internal Regulation covers all ordinary and extraordinary general assembly meetings of Birleşik Fon Bank Inc.

ARTICLE 2- Basis

(1) This Internal Regulation has been prepared by the board of directors in accordance with the provisions of the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to Attend These Meetings.

ARTICLE 3- Definitions

(1) In this Internal Regulation;

a) Bank : Birleşik Fon Bank Inc.,

b) Session : A one-day meeting of the general assembly,

c) Articles of Association : The articles of association of the bank,

ç) General Assembly : The ordinary and extraordinary general assemblies of the bank,

d) Law : Turkish Commercial Code numbered 6102 dated 13.1.2012,

e) Break : Each of the intervals of a session for rest, meals, and similar reasons,

f) Meeting : Ordinary and extraordinary general assembly meetings,

g) Meeting Chairmanship: The committee consisting of the meeting chairperson elected by the general assembly in accordance with the first paragraph of Article 419 of the Law, the meeting vice-chairperson elected by the general assembly when necessary, the minutes clerk appointed by the meeting chairperson, and the vote collector appointed by the meeting chairperson if deemed necessary,

ğ) Board of Directors : The board of directors of the bank.

SECOND SECTION

WORKING PROCEDURES AND PRINCIPLES OF THE GENERAL ASSEMBLY

ARTICLE 4 – Compliance with provisions

(1) The meeting shall be conducted in accordance with the provisions of the Law, relevant legislation, and the articles of association related to the general assembly.

ARTICLE 6 – Opening of the meeting

(1) The meeting shall be opened at the time previously announced at the location where the Bank's headquarters is located by the chairman of the board of directors, vice-chairman, or one of the board members, or by the authorized person specified in the articles of association or relevant legislation, upon the determination with a record that the quorum specified in the relevant articles of the Law is met.

ARTICLE 8 – Duties and powers of the meeting chairmanship

(1) The meeting chairmanship shall perform the following duties under the leadership of the chairman:

a) To examine whether the meeting is held at the address specified in the announcement and whether the meeting venue is suitable if specified in the articles of association.

b) To examine whether the general assembly was convened by the announcement published on the Bank's website and in the Turkish Trade Registry Gazette as required by the articles of association, whether this announcement was made at least two weeks before the meeting date, excluding the announcement and meeting dates, and whether it was notified to the shareholders in the share ledger, to the shareholders who have previously notified their addresses to the company by providing a share certificate or a document proving share ownership, and to the newspapers where the agenda and announcement were or will be published by registered mail.

c) To check whether those who are not authorized to enter the meeting venue have entered the meeting, and whether the duties stipulated in the second paragraph of Article 5 of this Internal Regulation regarding entry to the meeting venue have been fulfilled.

ç) To examine whether all shareholders or their representatives are present at the meeting convened without prior notice in accordance with Article 416 of the Law, whether there is any objection to the meeting being held in this manner, and whether the quorum is maintained until the end of the meeting.

d) To determine whether the articles of association including amendments, the share ledger, the board of directors' annual activity report, the auditor's reports, the financial statements, the agenda, the draft amendment prepared by the board of directors if there is a change in the articles of association, the permission letter and the annexed draft amendment received from the Ministry of Customs and Trade if the amendment to the articles of association is subject to the approval of the Ministry, the attendance list, the postponement minutes of the previous meeting if the general assembly was called for adjournment, and other necessary documents related to the meeting are available in the meeting venue and to record this in the meeting minutes.

e) To verify the identity of the shareholders or their representatives attending the general assembly either in person or by proxy by signing the attendance list and to check the accuracy of the proxy documents if necessary.

f) To ascertain whether the proxies, at least one member of the board of directors, and the independent auditor are present at the meeting and to record this in the meeting minutes.

g) To manage the general assembly proceedings within the framework of the agenda, prevent deviation from the agenda except for the exceptions specified in the Law, ensure the order of the meeting, and take necessary measures for this purpose.

ğ) To open, close, and adjourn the sessions and meetings.

h) To read or have read to the general assembly the decisions, drafts, minutes, reports, proposals, and similar documents regarding the matters under discussion and to give the floor to those who want to speak on these documents.

ı) To conduct the voting on the decisions to be taken by the general assembly and announce the results.

i) To oversee whether the minimum quorum is maintained at the beginning, during, and at the end of the meeting, and whether the decisions are taken in accordance with the quorums specified in the Law and the articles of association.

j) To announce to the general assembly the notifications made by the representatives specified in Article 428 of the Law.

k) To prevent, if possible, those deprived of voting rights from voting in the decisions specified in the said article, to observe any restrictions on the right to vote and privileged voting as stipulated by the Law and the articles of association.

l) Upon the request of shareholders holding one-tenth (one-twentieth for publicly traded companies) of the capital, to postpone the discussion of the financial statements and related issues to be discussed at the general assembly, without the need for the general assembly to make a decision, for discussion at a meeting to be held one month later.

m) To ensure that the minutes of the general assembly proceedings are prepared, record objections in the minutes, sign the decisions and minutes, and clearly indicate the votes cast in favor and against the decisions taken at the meeting.

n) To ensure that the meeting minutes, the board of directors' annual activity report, the auditor's reports, the financial statements, the attendance list, the agenda, the proposals, the ballot papers for elections if any, and the minutes and documents related to the meeting are preserved by the bank at the end of the meeting.

ARTICLE 9 – Procedures before proceeding to the agenda

(1) The meeting chairperson reads or has read the meeting agenda to the general assembly. It is asked if there is a proposal to change the order of discussion of the agenda items, and if there is a proposal, this is submitted to the approval of the general assembly. The order of discussion of the agenda items may be changed by the decision of the majority of the votes present at the meeting.

ARTICLE 10 – Agenda and discussion of agenda items

(1) The following matters must be included in the agenda of the ordinary general assembly:

a) Opening and establishment of the meeting chairmanship.

b) Discussion of the board of directors' annual activity report, auditor's reports, and financial statements.

c) Approval of the board of directors.

ç) Election of board members and auditors whose terms of office have expired.

d) Determination of the remuneration of the board members and other rights such as per diem, bonus, and premiums.

e) Determination of the use, distribution, and rates of profit shares.

f) Discussion of any amendments to the articles of association, if applicable.

g) Other matters required by legislation to be included in the agenda

(2) The agenda of an extraordinary general assembly meeting is formed by reasons requiring the meeting to be held.

(3) Except for the exceptions listed below, issues not included in the meeting agenda cannot be discussed or decided upon:

a) If all shareholders are present, an item may be added to the agenda by unanimous vote.

b) In accordance with Article 438 of the Law, the request for special audit by any shareholder is decided by the general assembly regardless of whether it is on the agenda.

c) The removal of board members and the election of new ones is considered together with the discussion of year-end financial statements and, regardless of whether there is an item on the agenda related to the issue, a decision is made directly upon request.

ç) In the presence of justifiable reasons such as corruption, inadequacy, violation of loyalty duty, difficulty in performing duties due to membership in multiple companies, incompatibility, misuse of influence, the removal of board members and the election of new ones may be included in the agenda and decided upon by the majority vote of those present at the general assembly, regardless of whether there is an item on the agenda related to the issue.

(4) An agenda item that has been discussed and decided upon in the general assembly cannot be re-discussed and decided upon unless there is a unanimous decision of those present.

(5) Matters that need to be discussed in the bank's general assembly as a result of an audit or for any reason by the Ministry are included in the agenda.

(6) The agenda is determined by the party convening the general assembly.

ARTICLE 11 – Taking the floor at the meeting

(1) Shareholders or other interested parties who wish to speak on the agenda item under discussion shall inform the meeting chairmanship. The chairmanship announces the persons wishing to speak to the general assembly and grants them the right to speak in order of application. If a person whose turn it is to speak is not present at the meeting venue, they lose their right to speak. Speeches are made from the designated area, addressing the general assembly. Individuals may change their speaking order among themselves. If the speaking time is limited, a person who has the floor and whose speaking time has expired may continue speaking only if they yield the floor to the next speaker within the allotted time. The speaking time cannot be extended in any other way.

(2) The board members and the independent auditor who wish to make statements regarding the matters under discussion may be given the floor by the chairmanship without regard to order.

(3) The duration of speeches is determined by the general assembly based on the density of the agenda, the number of issues to be discussed, their importance, and the number of speakers, upon the proposal of the chairmanship or shareholders. In such cases, the general assembly first decides whether the limitation of the speaking time is necessary and then decides on the duration by separate votes.

(4) The procedures and principles set forth in Article 1527 of the Law regarding the submission of views and suggestions by shareholders or representatives participating in the general assembly electronically shall apply.

ARTICLE 12 – Voting and voting procedure

(1) Before the vote, the meeting chairmanship explains the issue to be voted on to the general assembly. If a draft decision is to be voted on, it is determined in writing and read out before the vote. After the announcement of the vote, only a request for procedure can be made. At this point, if there is a shareholder who has not been given the floor despite their request, they can speak upon reminder and confirmation by the chairmanship. After the voting has started, no further requests for speech are entertained.

(2) Votes on the matters discussed at the meeting are cast openly by raising hands. These votes are counted by the meeting chairmanship. If necessary, the chairmanship may appoint a sufficient number of persons to assist in counting the votes. Those who do not raise their hands or make any other statement are considered to have voted "against," and these votes are considered as cast against the relevant decision.

(3) The procedures and principles set forth in Article 1527 of the Law regarding the voting by shareholders or representatives participating in the general assembly electronically shall apply.

ARTICLE 13 – Preparing the meeting minutes

(1) The chairmanship prepares a list of attendees, including shareholders or their representatives, their shares, groups, numbers, and nominal values, and ensures that the minutes are prepared in accordance with the principles specified in the Law and relevant legislation, showing the decisions taken and the numbers of affirmative and negative votes cast for each decision.

(2) The general assembly minutes are prepared in handwriting at the meeting venue and during the meeting using a typewriter, computer, or legible ink pen. For the minutes to be typed on a computer, there must be a printer at the meeting venue to print the copies.

(3) The minutes are prepared in at least two copies, and each page of the minutes is signed by the meeting chairmanship and, if present, by the Ministry representative.

(4) The minutes must include the following information: the Bank's trade name, the date and place of the meeting, the total nominal value and number of the Bank's shares, the total number of shares represented at the meeting, whether the Ministry representative attended, and if so, the name and surname of the representative and the date and number of the appointment letter, how the invitation to the meeting was made if it was announced, and if it was not announced, this must be stated.

(5) The voting results for the decisions taken at the meeting are stated in figures and writing in the minutes in a clear manner.

(6) The names, surnames, and reasons for dissent of those who voted against the decisions taken at the meeting and wish to have their dissent recorded in the minutes are written in the minutes.

(7) If the dissenting reasons are provided in writing, this document is attached to the minutes. The name and surname of the shareholder or representative who dissents are written in the minutes, and it is stated that the dissenting document is attached. The dissenting document attached to the minutes is signed by the meeting chairmanship and, if present, by the Ministry representative.

ARTICLE 14- Procedures to be carried out at the end of the meeting

(1) The meeting chairmanship ensures that one copy of the minutes and all other documents related to the general assembly are kept by the Bank.

(2) The Board of Directors is obliged to submit a notarized copy of the minutes to the trade registry directorate within the period specified in the relevant legislation from the date of the meeting, and to register and announce the matters subject to registration and announcement in the minutes.

(3) The minutes are posted on the internet site within the period specified in the relevant legislation after the general assembly date.

(4) The meeting chairmanship also submits a copy of the list of attendees, the agenda, and the minutes of the general assembly meeting to the Ministry representative, if present.

ARTICLE 15- Attending the meeting via electronic means

(1) If the possibility of attending the general assembly meeting via electronic means is provided for under Article 1527 of the Law, the procedures to be carried out by the Board of Directors and the meeting chairmanship are carried out in accordance with Article 1527 of the Law and relevant legislation.

THIRD SECTION

MISCELLANEOUS PROVISIONS

ARTICLE 16 – Ministry representative's attendance and documents related to the general assembly meeting

(1) For meetings where the attendance of the Ministry representative is mandatory, the request for the representative and the duties and powers of this representative are subject to the provisions of the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Representatives of the Ministry of Customs and Trade to Attend These Meetings.

(2) Compliance with the provisions of the Regulation specified in the first paragraph is mandatory for those who can attend the general assembly and prepare the list of attendees, prepare the proxy documents to be used at the general assembly, and prepare the minutes of the meeting.

ARTICLE 17 – Unforeseen situations in the Internal Directive

(1) In case of encountering a situation not foreseen in this Internal Directive during the meetings, actions are taken in accordance with the decision to be taken by the general assembly.

ARTICLE 18 – Adoption and amendments to the Internal Directive

(1) This Internal Directive is put into effect by the approval of the Bank's general assembly and the Board of Directors, and registered and announced. Amendments to the Internal Directive are subject to the same procedure.

ARTICLE 19 – Entry into force of the Internal Directive

(1) This Internal Directive, approved at the Bank's general assembly meeting on 29.03.2013, enters into force on the date of its announcement in the Turkish Trade Registry Gazette.