Renumeration Policy

B. Remuneration Policy Of Türk DemirDöküm Fabrikalari A.Ş.

1. Objective

The aim of this policy is to provide remuneration principles and guidelines for TDD executive and non-executive directors, managers and members of staff.

2. Authority and Responsibilities

1.1. The principles for the representation allowance to be applied to all members of the board of directors may be determined at the annual ordinary general assembly and at the discretion of the General Assembly of the shareholders. The remuneration of independent members of the board of directors must neither include share options nor must it be based on company performance-related payment plans.

1.2. The board of directors of the Company ensure that the remuneration of the company’s managers and its members of staff are in compliance with the company’s ethical values, legal requirements, its internal balances and strategic goals and the company’s policies.

1.3. The board of directors is responsible for making decisions in respect to the remuneration policies of all managers and employees. The Corporate Governance Committee, which undertakes the duties of a Compensation Committee, is responsible for recommendations to the board relating to the remuneration policy. It does so with the assistance and advice of the HR department.

1.4. The board of directors delegates responsibility for individual decisions, relating to remuneration to members of staff, to the Executive Directors and the managers. Managers may only make decisions relating to remuneration which are consistent with company’s policies and approved budgets (unless the Board approves otherwise).

3. Policy statement

3.1. The key objectives of TDD’s remuneration policy are to ensure that TDD:

a) Appropriately compensates Executives and employees for the services they provide to the Company;

b) Provides a flexible and competitive remuneration structure which is:

(i) referenced to appropriate benchmarks;

(ii) reflects market practice;

(iii) is tailored to the specific circumstances of TDD,

so as to attract, motivate and retain highly skilled employees;

c) Motivates managers and members of staff to perform in the best interests of the Company and its stakeholders;

d) Determines remuneration in a way that ensures a level of equity and consistency across the company; and

e) Complies with all relevant legal requirements and internal rules of procedure.

3.2. Specifically, with respect to Executive Directors and managers the objectives of TDD’s remuneration policy are to:

a) apply demanding key short term and long term performance indicators (KPIs) including financial and non-financial measures of performance;

b) demonstrate a clear relationship between company performance, individual performance and remuneration;

c) apply an appropriate balance between fixed and variable remuneration, reflecting the short and long term performance objectives appropriate to TDD Group’s circumstances and goals;

d) link rewards to the creation of value to shareholders