EMEK ELEKTRİK ENDÜSTRİSİ ANONİM ŞİRKETİ (EMEK ELECTRICAL INDUSTRY INCORPORATED COMPANY)

ARTICLES OF ASSOCIATION

ARTICLE- 1

INCORPORATION

As per the Turkish Trade Code and the Articles of Association provisions an incorporated company has been established between the founders whose names and residing addresses are given below.

1- R.O.T. nationality İsmail Adnan Golar : Kavaklıdere Buğday Sokak No. 5/3-Ankara

2- R.O.T. nationality Hüseyin Arabul : Kurtuluş Umut Sokak Huzur Apt. A/5-Ankara

3- R.O.T. nationality Tülin Hergül : Çankaya Vali Reşit Caddesi No. 26/A-Ankara

4- R.O.T. nationality Fatma Tomris Golar : Kavaklıdere Buğday Sokak No. 5/3-Ankara

5- R.O.T. nationality Hakkı Gültopçu : Sakarya Mahallesi Kestane Sokak No. 10/10-Ankara

6- R.O.T. nationality Saffet Akyan : Kavaklıdere Tunalı Hilmi Caddesi No.110/4-Ankara

7- R.O.T. nationality Özcan Kanburoğlu : Demirtepe Fevzi Çakmak Sokak No.29/5-Ankara

8- R.O.T. nationality Ayten Dündar : Gazi Osman Paşa Kader Sokak No.31/2-Ankara

9- R.O.T. nationality Mustafa Karakaya : Cebeci Tuzlu Çayır Bağlarbaşı Mahallesi No.67-Ankara

10- R.O.T. nationality Fethi Gürçağlar : Sokullu Mahallesi Eskişehir Sokak No.274-Ankara

11- R.O.T. nationality Necmiye Sayın : Küçükesat Bağış Sokak No.24/7-Ankara

ARTICLE- 2

COMPANY'S TITLE

The title of the Company is EMEK ELEKTRİK ENDÜSTRİSİ ANONİM ŞİRKETİ (EMEK ELECTRICAL INDUSTRY INCORPORATED COMPANY).

ARTICLE- 3

COMPANY'S OBJECTIVE AND FIELD OF INTEREST

The objective and subject of the Company are as follows:

1. To produce low, medium, high and very high voltage measuring and protection current and voltage transformers

2. Medium, high and very high voltage capacitive voltage dividers and coupling capacitor

3. Low, medium, high and very high voltage power capacitors

4. Medium, high and very high voltage Bushing capacitors

5. Medium, high and very high voltage silicone composite insulators of support, hanger, Bushing type

6. To produce medium, high and very high voltage breakers and separators

7. Medium, high and very high voltage switchgear equipment, chambers and panels

8. Medium, high and very high voltage gas insulated transformers and transformer stations

9. Low, medium, high and very high voltage surge arresters

10. Contactors, switchgears and any other types of low, medium and high voltage electrical devices and materials and to import, export and trade the materials, raw and by-substances required for these

11. To establish, operate factories, workshops and stores for the works regarding the Company's activities

12. To be engaged in contracting of works regarding the Company's activity

13. To acquire, use, sell, transfer the patents, licenses, copyright, trademark, commercial titles regarding the activity of the Company or found necessary or beneficial for such activity and to grant the licenses concerned with these

14. To cooperate through contract and partnership with local and foreign private and legal persons whose fields of activity are related with the Company's activity, to obtain representation of these and to give representation to these, to purchase and resell when necessary the stocks or bonds of these provided that such transactions do not bear the quality of portfolio operation and brokerage

15. To take in possession and exercise real estates required for the works regarding the Company's activity, to hire or to rent the same, to purchase, subdivide, incorporate, rebuild or make rebuilt such properties

16. At homeland and abroad to install any type of low and high voltage electrical and electronic installation and to make the assembling and contracting works directly or through work agreement of the whole construction and of the whole installation required by the construction

17. To produce and exercise the trading of any and all types of food stuff included in the food industry subject

18. To produce and exercise the trading of any and all types of chemical substances included in the chemical industry

19. To produce and exercise the trading of any and all types of wooden substances included in the timber industry

20. By making use of the tourism industry promotion law provisions, to exercise any tourism activities at homeland and abroad, to establish, construct, operate for such purpose facilities such as, any types of hotels, motels, restaurants, casinos, night-clubs, touristic baths, saunas, camping, holiday villages, to hire, rent similar facilities, to make any local and abroad organizations regarding such facilities.

21. To explore and operate locations mines of metal mines and industrial mines, to obtain license of the same, to purchase or hire mine sites, to transport ore, to produce compounds from any types of mines and their powders, to produce metal alloys, to make the melting and refining of such products, to produce by-products

22. To make production regarding any devices, subsystems and systems in fields of electronics, electricity, electro-mechanics, electro-optics, control and measuring, to exercise representation, distributorship, agent and contractor ship of foreign companies producing or selling these

23. As regarding its field of activity, to exercise design, project, engineering, advisory, system / subsystem / device assembling, maintenance and repair, settings and calibration, inspection and test activities, to sell and purchase the operation services of these, to give training and to establish, operate facilities, including, inspection stations, test laboratories, to carry out these works, to render service, to purchase, sell, import, export and manufacture the proper equipment required

24. To perform the storage, transport, distribution and shipping works regarding its field of activity and to purchase, import, export any installation, equipment, machinery, device / subsystem / system and spare parts required for such works, to carry out the marketing and trading of the same

25. To render software, hardware, marketing, training and advisory services in fields requiring digital technology such as, computer, communication and similar

26. To implement computer programs production, trading processes, to carry out the installation, repair, maintenance and service works of computer and electronic systems, to conduct the training, course and publication activities of the same

27. To exercise import and export, purchase, sale, marketing and trading of any internet, telecommunication services, advertising communication services, computer consumable materials, computer spare parts, computers

28. To establish research and development units and R/D Center to seek advanced technology, to develop projects on this subject, to provide the necessary tools and equipment

29. To obtain the patent right of the projects it has developed, to sell or rent the production right of patented rights

30. As R/D Center, to produce, develop projects to internal and external of the Company

To support, aid and give donations to foundations, associations established for social purposes and educational institutions, universities and other persons, authorities and organizations within frame of the Capital Market Legislation.

ARTICLE- 4

CPMPANY'S HEAD OFFICE AND BRANCHES

The head office of the Company is located in Ankara. Upon the permission of Customs and Trade Ministry, the Company may establish local and abroad branch offices.

ARTICLE- 5

DURATION OF THE COMPANY

The Company has been incorporated indefinitely.

ARTICLE- 6

CAPITAL AND SHARES

The Company has switched over onto the registered capital system and its registered capital ceiling is 100.000.000,00-TL (One Hundered Million Turkish Liras). Each of the shares has a nominal value of 1.-TL. (One Turkish Lira) and the capital has been divided into 100.000.000 (One hundred Million) numbers of shares.

"The registered capital ceiling authorization given by the Capital Market Board is valid for years 2015–2019 (5 years). Even if at the end of 2019 the registered capital ceiling authorized couldn't be reached, in order the Board of Directors can take a capital increase decision; it is mandatory that it obtains authorization from the General Assembly for a new time period by obtaining authorization from the Capital Market Board for the ceiling authorized previously or for a new ceiling. In case, the said authorization is not obtained, the Company then shall be deemed as excluded from the registered capital system."

The issued capital of the Company is fully paid-in 24.300.000,00.- TL (Twenty four million three hundred thousand Turkish Lira) and; it consists of 24.300.000 (Twenty four million three hundred thousand) numbers of shares each of which having a nominal value of 1 TL (One Turkish Lira). All of the shares are to the bearer.

As in line with the legislation regarding the Capital Market Law the Board of Directors is entitled to increase the capital by issuing shares to the bearer up to the registered capital ceiling when found necessary between years 2015 – 2019. The Board of Directors is entitled to limit the right of the shareholders to purchase new shares and issue shares above their nominal value.

The shares representing the capital are monitored by record within frame of the dematerialising principles.

ARTICLE- 7

CAPITAL INCREASE AND CAPITAL DECREASE

The Company's issued capital can be increased according to the imperative provisions of this Articles of Association, the Turkish Trade Code and the Capital Market Law.

The Company's issued capital can be decreased according to the imperative provisions of this Articles of Association, the Turkish Trade Code and the Capital Market Law.

ARTICLE- 8

ISSUING CAPITAL MARKET INSTRUMENTS OF DEBT INSTRUMENT QUALITY

To be sold to real and legal persons at homeland and abroad and in line with the provisions of the Turkish Trade Code, the Capital Market Law and other legislation in effect the Company can issue any types of bonds, financing notes, profit and loss partnership certificates and other securities or valuable documents to be accepted by the Capital Market Board.

The Capital Market Instruments in Debt Instrument Quality under the scope of this article which can be issued upon the decision of the Board of Directors as pursuant to the Capital Market legislation can be issued upon the decision of the Board of Directors.

ARTICLE- 9

BOARD OF DIRECTORS

The Company is managed and represented by a Board of Directors consisting of at least 5 at most 7 members to be elected by the General Assembly.

ARTICLE- 10

OFFICE DURATION OF THE BOARD OF DIRECTORS' MEMBERS

1- The Board of Directors' Members are elected for three years at most under the scope of the provisions of Article 9. A member whose time is expired can be re-elected. Independent members can be re-elected under the scope of the procedure determined in the Corporate Governance Principles.

2- Re-election of members who have quitted due to any reason is possible.

ARTICLE- 11

PROVISIONAL ELECTION FOR THE BOARD OF DIRECTORS

In case, any Membership in the Board of Directors becomes vacant, the Board of Directors then elects a new Member for the vacant membership and submits for approval in the first meeting of the General Assembly. The Member approved by the General Assembly completes the remaining time of his predecessor.

ARTICLE- 12

BOARD OF DIRECTORS' MEETINGS AND DECISIONS

1- As the works of the Company require, the Board of Directors is convened upon the call of the President of the Board of Directors. Each of the members of the Board of Directors can request the President in written.

2- In principle, the Meetings of the Board of Directors are held in the head office of the Company. However, in case, the Board of Directors finds it necessary, it can decide the meeting be held in another place, too.

3- Unless decided by all of the Members of the Board of Directors, the call for the Board of Directors Meeting is made by electronic mail, registered letter or facsimile bearing signature at least 10 days before the meeting date by specifying the agenda, too. In case of emergency states, this ceremony is not observed. However, in such a case, in order the Board of Directors Meeting can be opened, the presence of five Board of Directors Members is mandatory. The Board of Directors Meeting is conducted by the President or Deputy President in the absence of the President.

4- The Board of Directors is convened with at least five Members. The decisions are taken by majority of the Members who are present in the meeting.

5- Unless none of the Members requests meeting, the Board of Directors Decisions can be taken also by obtaining written consents of the majority of the total member number for the proposal about a specific issue made in written by one of them to the Members pursuant to Article 390 / (4) of the Turkish Trade Code.

ARTICLE- 13

BOARD OF DIRECTORS PRESIDENT DEPUTY PRESIDENT AND CLERK ELECTION

1- In the first meeting it would held after the ordinary General Assembly Meeting every year the Board of Directors elects one President and one Deputy President among its members.

2- One person is elected among the members of the Board of Directors or from outside to exercise the Clerkship task.

ARTICLE- 14

TRANSFER OF MANAGEMENT AND REPRESENTATION POWER, REPRESENTATION POWER AND ITS LIMITS

1- The management and representation of the Company belong to the Board of Directors.

As per Article 370 / (2) of the Turkish Trade Code, the Board of Directors can transfer the representation power to the managing directors who are Members of the Board of Directors and/or managers who are not Members of the Board of Directors. The fee to be given to these is determined by the Board of Directors.

And, as per Article 367 of the Turkish Trade Code, by an internal directive all or some part of the management works can be transferred fully or partially to the Managing Directors who are Members of the Board of Directors or to third persons.

The non-transferrable duties and powers in Article 375 and other articles of the Turkish Trade Code are reserved.

In order the Company's objective and subject of operation can be accomplished, the Board of Directors is authorized to carry out itself in the name of the Company any and all ordinary and extraordinary transactions and exercises and it can appoint commercial agent or commercial representative as well and it can dismiss them when required. Still the Board of Directors can open branches, agencies, representatives, offices and correspondences in order the Company's objective and subject of operation can be accomplished, and it is authorized also for the following; including without limitation, to acquire and construct real estates in the name of the Company, to acquire various securities; to acquire, transfer and assign the real estates and securities and valuable documents and other rights subject of ownership acquired or to restraint by a real right or to exercise on these by another way or to take any type of real and personal guarantee and to give guarantee in favor of the Company, and it is authorized to take decisions about all works and processes necessary to be done except those left on the power of the General Assembly by the Turkish Trade Code or by this Articles of Association. The Board of Directors is authorized to become indebted in favor of the Company with or without guarantee, to lend, to represent the Company before the judicial and administrative authorities, and to make peace, arbitration, waiver, accept and release, too

2- In order all documents, notes, powers of attorney and agreements regarding the Company can be valid, these have to bear the signatures affixed under the title of the Company of (two) persons under the records and conditions shown in the circular officially registered and proclaimed that such persons are authorized to represent the Company.

Those who are signatories and their degrees are determined upon the decision of the Board of Directors.

ARTICLE- 15

ATTENDANCE FEE AND WAGE OF THE MEMBERS OF THE BOARD OF DIRECTORS

In addition to attendance fee and wage, upon decision of the General Assembly, bonus or premium can be paid to the Members of the Board of Directors excluding the Independent Members of the Board of Directors.

ARTICLE- 16

AUDITOR AND THE DUTIES OF THE AUDITOR

In audit of the Company and other subjects stipulated in the legislation, the respective articles of TTK and Capital Market Legislation shall be applied.

About the duties, powers and responsibilities of the auditors and other respective issues, the respective provisions of the Turkish Trade Code and the Capital Market Legislation are applied.

ARTICLE- 17

GENERAL ASSEMBLY

1- The shareholders of the Company are convened as General Assembly at least once a year.

2- The General Assembly is convened in line with the provisions of the Turkish Trade Code, Capital Market Law and legislation and this Articles of Association. The decisions taken in the General Assembly Meetings convened in such a way are binding even for both, the opponents and the those absent in the meeting.

3- The General Assemblies are convened as ordinary or extraordinary.

4- The Ordinary General Assembly is convened within (three) months starting from the end of the financial year of the Company and once a year in any way. In the Ordinary General Assembly Meeting, the shareholders discuss and decide the subject matters specified in Article 409 of the Turkish Trade Code and the subjects determined within frame of the Capital Market Legislation.

5- Extraordinary General Assembly Meetings are held when the works of the Company require so.

ARTICLE- 18

CALL AND PROCLAMATION OF THE GENERAL ASSEMBLY FOR MEETING

Ordinary and Extraordinary General Assembly Meeting is proclaimed as shown in the Articles of Association, in the internet site of the Company, the Turkish Trade Registry Official Gazette and in other places determined by the Public Disclosure Platform and the Capital Market Board. Such call is made at least three weeks before the meeting date excluding the proclamation and meeting days. Meeting call is made by including agenda in the proclamation.

ARTICLE- 19

MEETING VENUE

The General Assembly Meetings are held in the Head Office of the Company or another suitable location of the city where the Head Office is situated in or in the provinces where the Company's Entities and factories are located in upon the decision of the Board of Directors.

ARTICLE- 20

REPORTING THE MEETINGS TO THE RESPECTIVE AUTHORITIES

Both, the Ordinary and Extraordinary General Assembly Meetings are reported to the respective authorities. One copy each of the agenda and the documents regarding this must be sent to the respective authorities.

It is compulsory a representative of the Ministry of Customs and Trade be present in all of the meetings.

The decisions to be taken in meetings where the representative of the Ministry is not present are not valid.

ARTICLE- 21

MEETING AND DECISON QUORUM IN THE GENERAL ASSEMBLY MEETING

The General Assembly Meetings and the quorum in such meetings are subject to the provisions of the Turkish Trade Code and the Capital Market Law.

ARTICLE- 22

SHAREHOLDERS' VOTE

The shareholders present in the Ordinary and Extraordinary General Assembly Meetings have one vote right for each share. The shareholders use their vote rights in the General Assembly Meeting as proportional to the total nominal values of their shares as per Article 434 of the Turkish Trade Code.

ARTICLE- 23

PROXY APPOINTMENT

The shareholders can use their votes in the General Assembly Meetings directly themselves or by means of a representative within the frame of the regulations of the Capital Market Board regarding the use of votes.

ARTICLE- 24

GENERAL ASSEMBLY MEETING DISCUSSIONS

The General Assembly Meetings are presided by the President or Deputy President of the Board of Directors and in case these are not present, by a person to be elected by the General Assembly.

The President determines the minutes' clerk and the ballot if he finds it necessary.

The Incorporated Company board of directors prepares an internal directive covering the rules of the working principles and procedures of the general assembly, and the minimum elements of which shall be determined by the Ministry of Customs and Trade and puts it into effect after the approval of the general assembly. This internal directive is officially registered and proclaimed, and it is also published in the internet site in the same time within five days following the proclamation date.

ARTICLE- 25

WAY OF USING VOTES IN THE GENERAL ASSEMBLY MEETING AND ELECTRONIC MEETING

1- The votes in the General Assembly Meeting are given by open voting and by raising hands and/or by participation in electronic medium. However, upon the request to be made by the shareholders possessing the majority of the votes represented in the General Assembly Meetings, written or secret voting application is mandatory.

2- The beneficiaries having the right to take place in the general assembly meetings of the Company can participate in these meetings in electronic medium, too, as per article 1527 of the Turkish Trade Code. As per the provisions of the Regulation On General Assembly Meetings To Be Held In Electronic Medium In Incorporated Companies, the Company may install the electronic general assembly meeting system that would give to the beneficiaries the means to attend the general assembly meetings in electronic medium, to take-up a position, set forth proposals and use their votes or it may purchase service as well from systems produced for such purpose. As pursuant to this provision of the Articles of Association, in all the general assembly meetings to be held, the beneficiaries and their representatives are ensured to use, over the system established, their rights specified in the provisions of the said Regulation.

ARTICLE- 26

ACQUIRING ITS OWN SHARES AND ACCEPTING THEM AS PLEDGE

Provided to be subject to the limitations regulated in the provisions of the Capital Market Legislation and article 379 and following articles of the Turkish Trade Code and other respective legislation, the Company can acquire its own shares and accept them as pledge.

ARTICLE- 27

SENDING THE FINANCIAL STATEMENTS AND REPORTS TO THE COMPETENT AUTHORITIES

Sufficient numbers of copies of the financial statements, reports, independent auditing report, general assembly meeting minutes and attendance list prepared by the Board of Directors in line with the regulations determined by the Capital Market Board within the frame of the Turkish Accounting Standards are sent to the officers and announced to the public within the times as determined in the respective legislation.

ARTICLE- 28

AMENDING THE ARTICLES OF ASSOCIATION

1- In order any amendment to be made in the Company's Articles of Association can be valid and applicable, the amendment must be made in line with the provisions of this Articles of Association and the Turkish Trade Code and the Capital Market Law. It is mandatory the amendment decisions be officially registered and proclaimed.

2- The General Assembly decision regarding the amendment of the Articles of Association is made officially registered by the Board of Directors in the Trade Registry of the place where the Company's Head Office and branches are located in; moreover, the subject matters related with proclamation are made announced; the decision officially registered and proclaimed is included in the internet site of the Company. Before officially registration the amendment decision doesn't inure against third persons.

ARTICLE- 29

OPERATING PERIOD AND BALANCE SHEET

The fiscal year of the Company begins on the first day of January and ends on the last day of December.

ARTICLE- 30

DETERMINATION OF PROFIT AND DISTRIBUTION TERMS

The "profit" remaining after deducting the losses from previous years, if any, from the "Net Profit for the Period After Tax" in the yearly balance sheet of the Company is distributed as shown below, respectively, by taking into account also the Company's profit distribution policy, too. The Capital Market legislation provisions are reserved in calculation and distribution of the profit.

A- Taxes like, corporate tax, income tax deduction, fund deduction obligatory to be paid by the legal entity of the Company are set apart.

B- As per Article 519/1 of T.T.K., 5% first legal reserve fund is set apart until it reaches 20% of paid-in capital.

C- After setting apart the amounts specified in paragraphs A and B from the net profit, the first profit share from the remaining part is allocated for the shareholders as per TTK and Capital Market Legislation. From the net profit to remain after the allocations shown in paragraphs A, B and C hereinabove are made,

D- 5% is distributed to the Members of the Board of Directors.

E- In case decided by the General Assembly, share can be allocated for the officials and workers of the Company or for the provident fund of these.

F- After deducting from the net profit the amounts specified in paragraphs A, B, C, D and E, upon proposal of the Board of Directors, the General Assembly is entitled to distribute the remaining part to the shareholders as second dividend share, to leave it in the balance sheet as an end-of-period profit, to include it in the legal or optional reserve funds or to allocate it as extraordinary reserve fund.

G- 10% of the profit shares decided to be distributed in paragraphs D, E and F is obligatory to be deducted as per Article 519/2-c of T.T.K. and included in the legal reserve fund mentioned in paragraph B as a second legal reserve fund.

H- Unless the reserve funds which have to be allocated as per the T.T.K. provisions and the first profit share determined in the articles of association for the shareholders are allocated, decision can't be taken to allocate other reserve fund, to carry over this to the next year and unless the first profit share is distributed, decision can't be taken to distribute profit share to the Members of the Board of Directors, officials, servants and workers.

The profit share is distributed equally to all the shares available as of the date of distribution by ignoring the issue and acquisition dates of these.

ARTICLE- 31

ORDINARY AND EXTRAORDINARY RESERVE FUNDS

1- Unless the general reserves which have to be allocated and deducted as per article 30 of this Articles of Association are allocated, no profit can be distributed to the shareholders.

2- The general reserve fund allocated in five percent rate from the net profit is allocated until this reaches twenty percent of the company capital and in case such amount is reduced due to any reason, allocation of this is restarted. However, deduction of the ten percent extra reserve fund which has to be allocated as per article 30 keeps on be deducted even after the general reserve fund total reaches twenty percent of the company capital.

3- In case issue values of the Company stocks are higher than the nominal value written in article 6 of the Articles of Association, the part of the proceeds obtained which is not spent for redemptions or donation and aid works is included in the general reserve fund as a requirement of Article 519/2-a of the Turkish Trade Code.

4- The Board of Directors is entitled to use the extraordinary funds in a way and form it would find it adequate or to submit proposals to the General Assembly for the part it finds it necessary be distributed to the shareholders as profit share.

ARTICLE- 32

TIME TO DISTRIBUTE THE PROFIT

On which date and how the profit shares would be distributed to the shareholders is decided by the General Assembly upon the proposal of the Board of Directors within frame of the Capital Market Law and respective notifications.

ARTICLE- 33

TERMINATION AND LIQUIDATION

The respective provisions of the Turkish Trade Code and the Capital Market Legislation are applied about the termination and liquidation of the Company.

ARTICLE- 34

LEGAL PROVISIONS

The provisions of the Turkish Trade Code and the Capital Market Law are applied about the issues which are not included in this Articles of Association.

ARTICLE- 35

PROCLAMATIONS OF THE COMPANY

1- The proclamations of the Company which are mandatory legally are made in the Turkish Trade Registry Official Gazette and in the internet site of the Company, the Public Disclosure Platform; the proclamations which have to be made only in the internet site are made in the internet site of the Company.

The proclamations about calling the General Assembly for a meeting must be made at least three weeks in advance excluding, the proclamation and meeting days.

2- The provisions of Article 474 of the Turkish Trade Code is applied about the proclamations regarding decreasing the capital issued, and Articles 532 and 541 of the Turkish Trade Code about the proclamations regarding wind-up and liquidation.

3- The proclamations to be made as per the Capital Market Law Provisions are proclaimed in line with the terms and conditions of this law.

ARTICLE- 36

OBSERVING THE CORPORATE GOVERNANCE PRINCIPLES

The Corporate Governance Principles made compulsory by the Capital Market Board to be applied are observed. The processes made and the Board of Directors decisions taken without observing the obligatory principles are invalid and deemed against the Articles of Association.

In processes considered of important quality regarding the application of the Corporate Governance Principles and in any related party processes of the Company and in the processes of the Company regarding giving guarantee, pledge and mortgage in favor of third persons, the regulations of the Capital Market Board regarding corporate governance are observed.

The number and qualities of the independent members to take office in the Board of Directors are determined according to the regulations of the Capital Market Board regarding Corporate Governance.

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