Colocando al fondo regional en el contexto internacional

1. statement of Compliance with Corporate Governance principles

Within the framework of the corporate governance activities commenced in 2005 at Zorlu Enerji Elektrik Üretim A.Ş., the mechanisms established at the Company started to operate in line with Corporate Governance Principles. In the first phase of these activities, a series of amendments were made to the Company’s Articles of Association in order to be able to offer an equitable, accountable, responsible and transparent structure to the shareholders. While these amendments served to grant the rights envisaged by the Corporate Governance Principles to minority shareholders, radical changes were made to the management structure in pursuit of “better governance.” Following the revisions made to the Articles of Association, corporate governance practices were transferred with the establishment of corporate governance mechanisms at the Company. While the Board of Directors was made more efficient with the addition of independent members, the committees set up under the Board of Directors aimed to further increase management effectiveness. Additionally, the Company’s disclosure policy was put in writing and submitted to the General Assembly of shareholders. A Company website was created to keep the public informed in the most rapid, simultaneous, accurate and complete manner possible, in accordance with Corporate Governance Principles.

Activities undertaken in 2012 to further increase the compliance of the Company with Corporate Governance Principles are summarized below:

• Pursuant to CMB Corporate Governance Principles, the Company’s Articles of Association were revised and submitted to the approval of shareholders at the 2011 General Meeting.

• The resumes of Board Member candidates were included in the information document which was announced to the public on the Public Disclosure Platform (KAP) as well as on the Company’s website, four weeks prior to the General Meeting of shareholders.

• Each independent Board Member candidate’s statement of independence was also obtained prior to the 2011 General Meeting.

• The “Remuneration Policy” regarding Board Members and Senior Executives was put in writing, in accordance with Article 4.6.2 of the Corporate Governance Principles, and submitted for the information of shareholders at the General Meeting.

• The “Donation and Charity Policy” was put in writing, in accordance with Article 1.3.11 of the Corporate Governance Principles, and submitted to the approval of shareholders at the General Meeting.

• The “Working Principles of Corporate Governance and Audit Committees” were put in writing, in accordance with Article 4.5.2 of the Corporate Governance Principles, and shared with the public through the Public Disclosure Platform (KAP) and the Company’s website.

• In accordance with Articles 4.1.1, 4.2.3, and 4.2.4 of Corporate Governance Principles, an Enterprise Risk Management Department was established within Zorlu Holding and started its operations in the first quarter of 2012 in order to identify and manage the risks that may threaten Zorlu Enerji Elektrik Üretim A.Ş.’s existence, development and continuity, and to implement the necessary measures against such risks. The Framework of the Enterprise Risk Management, including all policies and procedures, was prepared, and the preliminary work for an Enterprise Risk Management Project was initiated on behalf of Zorlu Enerji.

• In accordance with Articles 4.5.1 and 4.5.12 of Corporate Governance Principles, the necessary preparations to form an Early Detection of Risk Committee were completed, and pursuant to the Board of Directors’ resolution dated February 19, 2013, the Committee was established. The working principles of the Committee were shared with shareholders through the Public Disclosure Platform (KAP) and the Company’s website.

• Zorlu Energy Group was the first company in the energy sector to prepare a Sustainability Report in 2011. The second Sustainability Report issued by the Group in 2012, earned ‘Level A’ rating from GRI, a first in Turkey’s energy sector. This report was also among the 24 ‘Level A’ reports from energy companies across the world. • Zorlu Enerji began efforts to calculate its carbon footprint and has become the first energy company in Turkey

to participate in the Carbon Disclosure Project and to obtain ISO 14064-1 Greenhouse Emission Standard certification. In 2011, the Company received the “Carbon Disclosure Leadership Award” for Turkey; and with its performance in 2012, it ranked fourth among the top Carbon Disclosure Leaders in Turkey.

In the implementation of Corporate Governance Principles, certain principles that do not conform to the Company’s structure and that are regarded as potential obstacles against its activities were excluded. These principles and the reasons for opting not to comply therewith are summarized below:

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• The Company operates in a regulated market; therefore, in order to comply with the requirements of the laws and regulations imposed by the Energy Market Regulatory Authority (EMRA), Article 21 of the Company’s Articles of Association states, “Any transfer of at least 5% of the company’s registered shares requires the consent of the Energy Market Regulatory Authority (EMRA), pursuant to Article 6 of these Articles of Association and in line with EMRA regulations.” And, “The transfer of the company’s shares is unrestricted, provided that it complies with the provisions set forth in the Turkish Commercial Code, the Capital Markets Law, the EMRA Law and relevant regulations, as well as these Articles of Association.”

The Company hereby espouses a transparent and equitable management style and aims to establish an approach to management that is responsible and accountable to all shareholders, without exception. Part i- sharEholdErs

2. investor relations department

• The Company carries out its relations with shareholders through the Zorlu Group of Companies Investor Relations and Corporate Finance Department. Information for this Department, which conducts Zorlu Enerji’s relations with shareholders, is as follows:

Department Director : Figen Çevik Department Manager : Başak Dalga

Address : Zorlu Enerji Elektrik Üretim A.Ş.

Zorlu Plaza 34310 Avcılar, Istanbul, Turkey

Phone : +90 212 456 23 00

E-mail : [email protected]

• Highlights of the activities the Investor Relations and Corporate Finance Department carried out on behalf of the Company during 2012 are presented below.

• The Department:

• participated in four conferences organized by various brokerage firms; • held approximately 70 one-on-one meetings with investors and analysts; • received nearly 80 queries by e-mail and about 90 by telephone. 3. shareholders’ Exercise of their right to obtain information

• During 2012, shareholders requested information on various topics related to the Company. These queries were responded to either verbally or in writing, by phone, e-mail or post in line with each investor’s request. Clear and detailed responses were provided to the queries received in accordance with the Company’s public disclosure policy, and all questions, apart from those relating to trade secrets, were answered to the satisfaction of the investors.

• The Zorlu Enerji website and material event disclosures via the Public Disclosure Platform were the tools used in 2012 for the disclosure of developments that might have an impact on the shareholders’ exercise of their rights.

• In order to facilitate the shareholders’ right to obtain information, one of the most essential rights of shareholders, the Company included all the information required by Corporate Governance Principles on its website. The Investor Relations and Corporate Finance Department is responsible for updating and monitoring the website.

• The related article in the Company’s Articles of Association regarding the appointment of a special auditor, states, “Any shareholder representing one-twentieth of the Company’s issued capital who asserts an incident of abuse in connection with the formation or management operations of the Company or a flagrant violation of the provisions of the applicable law and Articles of Association within last two years, may request from the General Assembly to appoint a special auditor to verify them or the financial statement If such request is rejected by the General Meeting, any shareholder representing at least one-twentieth of the Company’s issued capital shall have the right to request the competent court investigate the case and a special auditor is appointed to clarify it.” To date, no request has been made for the appointment of a special auditor.