TÜRKİYE ŞİŞE VE CAM FABRİKALARI A.Ş.

Scope of Activities and Independent Audit Company Information


Scope of Activities of Company	In order to actualize its purposes mentioned above, the Company may carry out the following; a) The Company establishes auxiliary and complementary industries that directly or indirectly relate to all kinds of glass, glassware, and glass industry (and/or substitute industry), takes measures for their development and progress, and operates them. b) The Company may partake in the capital and management of all kinds of industrial and commercial companies both domestic and foreign which operate in any field, whether established or to be established. c) The Company may purchase securities such as government bonds (including treasury bills), private sector bonds, profit and loss sharing certificates, bank certificates of deposit so long as they are not in the nature of intermediation activities or portfolio management according to the Capital Markets Law. d) On condition that they are not in the nature of investment services or activities, the Company may transfer its current share certificates (or shares) or other securities to others, swap them with other share certificates (and/or shares), and/or other securities, pledge them, buy or sell share certificates and hold in pledge the share certificates (or shares) or other securities of other shareholders. e) The Company may provide a guarantee for the establishment, capital increase, bank loans, and bond-commercial bill issuance and other debts of stock corporations of which capital and/or management it directly or indirectly partakes in. Principles defined within the scope of capital market legislation are complied with in relation to the Company providing a guarantee, warranty, and collateral in favor of itself and 3rd parties and the allocation of the right of pledge including a mortgage. f) The Company may take over all kinds of receivables arising from the sales of companies and their subsidiaries of which capital and management it partakes in, and transfer and/or endorse them to other institutions it partakes in or not. g) The Company may own or lease immovable (including ships) and movables and intangible fixed assets (rights) in order to perform its purpose and sphere of activity, it may lease them to others fully or partially, it may transfer, assign or donate the immovable, movable and intangible fixed assets it owns, it may carry out all kinds of promissory and dispositive transactions related to real and intangible rights in accordance with servitude, usufruct, habitation rights and provisions of the civil law and other laws and it may perform disposition on the immovable whether with an obligation or not. h) The Company may borrow against mortgage or other collaterals or without collateral in relation to its purpose and scope, it may receive or give all kinds of collateral both in kind or personal for the collection or establishment of its rights and receivables (including mortgages), it may carry out registration and cancellation proceedings in relation to these before title deeds office and other various government agencies. i) The Company may collaborate with domestic and foreign companies, it may establish all kinds of participations/partnerships with them and sign agreements based on sharing financial liabilities. j) The Company may establish foundations with social purposes outside of the Company in line with the provisions of law, it may partake in and aid such various foundations. k) The Company may intermediate the collection and payments of and carry out financial and legal consulting, auditing, and all kinds of other services for companies of which capital and management it directly or indirectly partakes in. The Company may undertake works such as warehousing, transportation, project preparation, feasibility works, chemical-physical analyses, data processing, import, export, marketing, organization, training, and planning of all kinds of enterprises of which capital and management it directly or indirectly partakes in. l) The Company may open warehouses, stores, branches, representative offices, exhibitions, and the like in its field both domestically and abroad in order to reach its purpose or grant franchises and dealerships. m) Before the Turkish Patent Institute and other institutions both domestic and abroad; the Company may provide services on the registration of all kinds of industrial and intellectual property rights such as trademarks, patents, utility models, industrial designs, geographical marks, and integrated circuit photographs and carry out all kinds of tasks and proceedings before these institutions and act as trademark and patent attorney for third parties. n) The Company engages in the establishment, commissioning, and lease of electricity generation facilities, electricity generation, and the sale of hot water, steam, demineralized water, heat, and by-products stemming from the produced electric energy and/or capacity. The Company may perform activities in the fields provided hereunder in order to actualize its purpose, in line with the related legislation regarding the electricity market: To establish, commission, undertake, lease or rent out all kinds of facilities to produce electric energy, To sell the generated electric energy and/or capacity to; legal persons that possess wholesale license or supply license, legal persons that possess retail sales license and free consumers through bilateral agreements, To enter into participation relations with electricity generation companies established or to be established. o) The Company may engage in the exploration of all kinds of substances and mines in liquid, solid, and gas form (including LPG), the closure, takeover or transfer and procurement and operation of mine sites, and the execution of all proceedings in line with related laws and the purification, segregation, warehousing, distribution and trading of these substances and mines. p) The Company may perform all kinds of logistics and transportation services related to itself and group companies it is a part of, in the framework of purposes and spheres indicated above and may engage in the below services for this purpose. It may perform domestic and international transportation works through all kinds of land, sea, and air vehicles. It may perform all kinds of loading, unloading, port management, and customs clearance work. It may perform all kinds of storage, private warehousing, packaging, and handling work. It may perform franchising, distributorship, agency businesses, and brokering services related to issues indicated under a-b-c and conclude agreements. It may purchase, lease, and provide repair and maintenance services for all kinds of the land, sea, and air vehicles to render services indicated above and engage in the trade and distributorship including import for these vehicles. It may lease the land, sea, and air vehicles it owns to third parties and may operate them this way. r) Apart from the businesses stated above, the Company may also carry out all kinds of agency business, advertisement-publicity, tourism investment, and management. s) The Company may make donations as part of social responsibility within the terms and conditions set forth by the Capital Markets Board. On condition that the maximum limit of donations is determined by the General Assembly, that donations exceeding this amount are not permitted, the donations are added to the distributable profit base, that regulations of the CMB on hidden income transfer are not violated, necessary material disclosures are made and donations made within the year are provided for the information of shareholders during the General Assembly; it is possible to make donations in a manner that does not interrupt its own purpose and scope. t) Necessary permissions must be obtained from the Ministry of Trade and Capital Markets Board in case of any changes in the purpose and scope of the Company. y) The Company may engage in other proceedings related to subjects and proceedings stated within subclauses a - t above and/or may carry out activities permitted by the laws through companies to be established domestically or abroad for this purpose.

Scope of Activities of Company

In order to actualize its purposes mentioned above, the Company may carry out the following;

a) The Company establishes auxiliary and complementary industries that directly or indirectly relate to all kinds of glass, glassware, and glass industry (and/or substitute industry), takes measures for their development and progress, and operates them.

b) The Company may partake in the capital and management of all kinds of industrial and commercial companies both domestic and foreign which operate in any field, whether established or to be established.

c) The Company may purchase securities such as government bonds (including treasury bills), private sector bonds, profit and loss sharing certificates, bank certificates of deposit so long as they are not in the nature of intermediation activities or portfolio management according to the Capital Markets Law.

d) On condition that they are not in the nature of investment services or activities, the Company may transfer its current share certificates (or shares) or other securities to others, swap them with other share certificates (and/or shares), and/or other securities, pledge them, buy or sell share certificates and hold in pledge the share certificates (or shares) or other securities of other shareholders.

e) The Company may provide a guarantee for the establishment, capital increase, bank loans, and bond-commercial bill issuance and other debts of stock corporations of which capital and/or management it directly or indirectly partakes in.

Principles defined within the scope of capital market legislation are complied with in relation to the Company providing a guarantee, warranty, and collateral in favor of itself and 3rd parties and the allocation of the right of pledge including a mortgage.

f) The Company may take over all kinds of receivables arising from the sales of companies and their subsidiaries of which capital and management it partakes in, and transfer and/or endorse them to other institutions it partakes in or not.

g) The Company may own or lease immovable (including ships) and movables and intangible fixed assets (rights) in order to perform its purpose and sphere of activity, it may lease them to others fully or partially, it may transfer, assign or donate the immovable, movable and intangible fixed assets it owns, it may carry out all kinds of promissory and dispositive transactions related to real and intangible rights in accordance with servitude, usufruct, habitation rights and provisions of the civil law and other laws and it may perform disposition on the immovable whether with an obligation or not.

h) The Company may borrow against mortgage or other collaterals or without collateral in relation to its purpose and scope, it may receive or give all kinds of collateral both in kind or personal for the collection or establishment of its rights and receivables (including mortgages), it may carry out registration and cancellation proceedings in relation to these before title deeds office and other various government agencies.

i) The Company may collaborate with domestic and foreign companies, it may establish all kinds of participations/partnerships with them and sign agreements based on sharing financial liabilities.

j) The Company may establish foundations with social purposes outside of the Company in line with the provisions of law, it may partake in and aid such various foundations.

k) The Company may intermediate the collection and payments of and carry out financial and legal consulting, auditing, and all kinds of other services for companies of which capital and management it directly or indirectly partakes in.

The Company may undertake works such as warehousing, transportation, project preparation, feasibility works, chemical-physical analyses, data processing, import, export, marketing, organization, training, and planning of all kinds of enterprises of which capital and management it directly or indirectly partakes in.

l) The Company may open warehouses, stores, branches, representative offices, exhibitions, and the like in its field both domestically and abroad in order to reach its purpose or grant franchises and dealerships.

m) Before the Turkish Patent Institute and other institutions both domestic and abroad; the Company may provide services on the registration of all kinds of industrial and intellectual property rights such as trademarks, patents, utility models, industrial designs, geographical marks, and integrated circuit photographs and carry out all kinds of tasks and proceedings before these institutions and act as trademark and patent attorney for third parties.

n) The Company engages in the establishment, commissioning, and lease of electricity generation facilities, electricity generation, and the sale of hot water, steam, demineralized water, heat, and by-products stemming from the produced electric energy and/or capacity.

The Company may perform activities in the fields provided hereunder in order to actualize its purpose, in line with the related legislation regarding the electricity market:

To establish, commission, undertake, lease or rent out all kinds of facilities to produce electric energy,

To sell the generated electric energy and/or capacity to; legal persons that possess wholesale license or supply license, legal persons that possess retail sales license and free consumers through bilateral agreements,

To enter into participation relations with electricity generation companies established or to be established.

o) The Company may engage in the exploration of all kinds of substances and mines in liquid, solid, and gas form (including LPG), the closure, takeover or transfer and procurement and operation of mine sites, and the execution of all proceedings in line with related laws and the purification, segregation, warehousing, distribution and trading of these substances and mines.

p) The Company may perform all kinds of logistics and transportation services related to itself and group companies it is a part of, in the framework of purposes and spheres indicated above and may engage in the below services for this purpose.

It may perform domestic and international transportation works through all kinds of land, sea, and air vehicles.

It may perform all kinds of loading, unloading, port management, and customs clearance work.

It may perform all kinds of storage, private warehousing, packaging, and handling work.

It may perform franchising, distributorship, agency businesses, and brokering services related to issues indicated under a-b-c and conclude agreements.

It may purchase, lease, and provide repair and maintenance services for all kinds of the land, sea, and air vehicles to render services indicated above and engage in the trade and distributorship including import for these vehicles.

It may lease the land, sea, and air vehicles it owns to third parties and may operate them this way.

r) Apart from the businesses stated above, the Company may also carry out all kinds of agency business, advertisement-publicity, tourism investment, and management.

s) The Company may make donations as part of social responsibility within the terms and conditions set forth by the Capital Markets Board.

On condition that the maximum limit of donations is determined by the General Assembly, that donations exceeding this amount are not permitted, the donations are added to the distributable profit base, that regulations of the CMB on hidden income transfer are not violated, necessary material disclosures are made and donations made within the year are provided for the information of shareholders during the General Assembly; it is possible to make donations in a manner that does not interrupt its own purpose and scope.

t) Necessary permissions must be obtained from the Ministry of Trade and Capital Markets Board in case of any changes in the purpose and scope of the Company.

y) The Company may engage in other proceedings related to subjects and proceedings stated within subclauses a - t above and/or may carry out activities permitted by the laws through companies to be established domestically or abroad for this purpose.

Company Management

Board Members


Name-Surname	Person Who Behaves On Behalf Of Legal Person Board Member	Gender	Title	Profession	The First Election Date To Board	Whether Executive Director or Not	Positions Held in the Company in the Last 5 Years	Current Positions Held Outside the Company	Whether the Director has at Least 5 Years'' Experience on Audit, Accounting and/or Finance or not	Share in Capital (%)	The Share Group that the Board Member Representing	Independent Board Member or not	Link To PDP Notification That Includes The Independency Declaration	Whether the Independent Director Considered By The Nomination Committee	Whether She/He is the Director Who Ceased to Satisfy The Independence or Not	Committees Charged and Task
AHMET KIRMAN		Male	Chairman of the Board	Academician	14.04.2006	Executive	Deputy Chairman of the Board	Paşabahçe Mağazaları A.Ş., Şişecam Çevre Sistemleri A.Ş, Şişecam Enerji A.Ş., Camiş Elektrik Üretim A.Ş., Trakya Investment B.V., OOO Ruscam Glass Packaging Holding, OOO Ruscam Management Company, Şişecam Chem Investment B.V., SC Glass Trading B.V., Paşabahçe Investment B.V., OOO Posuda, Şişecam Flat Glass Holding B.V., Şişecam Otomotiv A.Ş., Sisecam Automotive Bulgaria EAD, Sisecam Glass Packaging B.V., Glass Corp S.A., Automotive Glass Alliance Rus AO, Richard Fritz Kft. Chairman.	No	0	None	Dependent Member				None
SENAR AKKUŞ		Female	Deputy Chairman of the Board	Banker	27.03.2020	Non-Executive	Board Member	Türkiye İş Bankası A.Ş. Vice General Manager, İş Girişim Sermayesi Yatırım Ortaklığı A.Ş. Board Chairperson, İş Yatırım Menkul Değerler A.Ş. Board Chairperson	Yes	0	None	Dependent Member				None
ZEYNEP HANSU UÇAR		Female	Member of the Board	Banker	15.04.2011	Non-Executive	Board of Director, Member of Corporate Governance Committee,Member of Early Detection of Risk Committee.	Director of Türkiye İş Bankası Associations Department, Board Member of Türkiye Sınai Kalkınma Bankası A.Ş., Trakya Yatırım Holding A.Ş	Yes	0	None	Dependent Member				Member of the Audit Committee, Member of Early Detection of Risk Committee.
ŞENER OKTİK		Male	Member of the Board	Engineer	27.03.2020	Non-Executive	Head of Research and Technology Development	None	No	0	None	Dependent Member				Member of the Corporate Governance Committee
İZLEM ERDEM		Female	Member of the Board	Banker	25.03.2015	Non-Executive	Board member,Corporate Governance Committee Member.	Director of Türkiye İş Bankası A.Ş. Department of Economic Research and Chief Economist, İş Portföty A.Ş. Vice Chairman of the Board of Directors	Yes	0	None	Dependent Member				Member of the Corporate Governance Committee.
SEZGİN LÜLE		Male	Member of the Board	Banker	30.03.2021	Non-Executive	none.	T. İş Bankası A.Ş. Vice General Manager, JSC Isbank Georgia Vice Chairman, JSC İşbank and Erişim Müşteri Hizmetleri A.Ş. Board Member	Yes	0	None	Dependent Member				Early Risk Identification Committee member
MEHMET CEM KOZLU		Male	Member of the Board	Managing Director / Chief Executive	21.03.2018	Non-Executive	None	Board Member of Koç Holding A.Ş., Pegasus Hava Taşımacılığı A.Ş., İstanbul Based Coca-Cola İçecek A.Ş., Anadolu Efes Biracılık ve Malt Sanayii A.Ş., Kâmil Yazıcı Yönetim ve Danışmanlık A.Ş. and Vienna Based DO&CO Aktiengesellschaft .Board of Trustee of Muhtar-Defne Kent Foundation, Boğaziçi University Foundation and İstanbul Modern Arts Foundation, Chairman of Global Relations Forum	Yes	0	None	Independent Member	www.kap.org.tr/tr/Bildirim/669770	Considered	No	None
DİNÇ KIZILDEMİR		Male	Member of the Board	Other	21.03.2018	Non-Executive	None	None	Yes	0	None	Independent Member	www.kap.org.tr/tr/Bildirim/669770	Considered	No	Committee of Auditing, Early Risk Identification Committee, Corporate Governance Committee Chairman
GÜL AYŞEM SARGIN		Female	Member of the Board	Economist	30.03.2021	Non-Executive	none.	Boeing Türkiye General Manager and Country representative, lnternational Investors Association (YASED) Board Chairperson, AmCham Turkey/ABFT and Foreign Economic Relations Board of Turkey (DEİK) Board member.	Yes	0	none.	Independent Member	https://www.kap.org.tr/tr/Bildirim/926421	Considered	No	Early Risk Identification Committee and Audit Committee member

Top Management


Name-Surname	Title	Profession	Positions Held in the Company in the Last 5 Years	Current Positions Held Outside the Company
AHMET KIRMAN	Board Chairman-General Manager	Academician	Vice Chairman of the Board of Directors - General Manager	Paşabahçe Mağazaları A.Ş., Şişecam Çevre Sistemleri A.Ş, Şişecam Enerji A.Ş., Camiş Elektrik Üretim A.Ş., Trakya Investment B.V., OOO Ruscam Glass Packaging Holding, OOO Ruscam Management Company, Şişecam Chem Investment B.V., SC Glass Trading B.V., Paşabahçe Investment B.V., OOO Posuda, Şişecam Flat Glass Holding B.V., Şişecam Otomotiv A.Ş., Sisecam Automotive Bulgaria EAD, Sisecam Glass Packaging B.V., Glass Corp S.A., Automotive Glass Alliance Rus AO, Richard Fritz Kft. Chairman.
REHA AKÇAKAYA	Chairman of Flat Glass Group and Deputy Chairman of Research and Development	Engineer	Chairman of Flat Glass Group and Deputy Chairman of Research and Development	Trakya Glass Bulgaria EAD, TRSG Glass Holding BV., Automotive Glass Aliance Rus AO, Sisecam Flat Glass India Ltd ,Sisecam Flat Glass Italy Srl, Sisecam Flat Glass South Italy Srl, Trakya Glass Rus AO Chairman, Saint Gobain Glass Egypt SAE, Sisecam Flat Glass Holding BV, RF SPOLS.R.O, Trakya Investment B.V. Board Member, Glass For Europe Chairman, Kalder Türkiye Kalite Derneği, DEIK, ICG Uluslararası Cam Komisyonu TC6 Mekanik Özellikler Komitesi Board Member.
CEMİL TOKEL	Chairman of Glassware Group	Business and administration professionals	Chairman of Glassware Group	Camiş Ambalaj San. A.Ş., Paşabahçe Egypt Glass Manufacturing S.A.E., Pasabahce Bulgaria EAD, Pasabahçe USA Inc. Chairman, OOO Posuda, Pasabahce Investment B.V., Pasabahce Glass GmbH Board Member
ABDULLAH KILINÇ	Glass Packaging Group President	Engineer	Glass Packaging Group President	JSC Mina Chairman, Şişecam Çevre Sistemleri A.Ş. Vice Chairman, OOO Ruscam Glass Packaging Holding, OOO Ruscam Management Company Board Member
TAHSİN BURHAN ERGENE	Chairman of Chemicals Group	Engineer	Chairman of Chemicals Group	Oxyvit Kimya Sanayii ve Ticaret A.Ş., Cromital S.p.A., Şişecam Soda Lukavac D.o.o., Şişecam Shanghai Trading CO. Ltd., Şişecam Elyaf Sanayii A.Ş.,Camiş Madencilik A.Ş., Sisecam Bulgaria EOOD Chairman, Solvay Şişecam Holding A.G. Vice Chairman, Solvay Sodi A.D., Şişecam Chem Investment B.V., Pasific Soda LLC, Sisecam Chemicals USA Plc. Board Member
MUSTAFA GÖRKEM ELVERİCİ	Head of Financial Affairs	Engineer	Head of Financial Affairs	Çayırova Cam Sanayii A.Ş., Şişecam Dış Ticaret A.Ş., Şişecam Sigorta Aracılık Hizmetleri A.Ş., Cam Elyaf Sanayii A.Ş. Chairman, Şişecam Enerji A.Ş., Camiş Elektrik Üretim A.Ş. Vice Chairman, Trakya İnvestment B.V., Şişecam Flat Glass Holding B.V., TRSG Glass Holding B.V., Paşabahçe Investment B.V., Sisecam Glass Packaging B.V., Şişecam Chem Investment B.V., SC Glass Trading B.V., Trakya Glass Rus AO, OOO Ruscam Glass Packaging Holding, OOO Ruscam Management Company, Solvay Sisecam Holding AG, Solvay Sodi Pasific Soda LLC, Sisecam Chemicals USA Plc. Board Member.
ÖZLEM VERGON	Head of Strategy	Business and administration professionals	Flatglass Group Strategic Planning Directorate	Glass Corp S.A., Şişecam Otomotiv A.Ş., Sisecam Automotive Bulgaria EAD, Richard Fritz Kft., Şişecam Dış Ticaret A.Ş. Vice Chairman, Şişecam Sigorta A.Ş, Automotive Glass Alliance Rus AO Board Member
ŞENGÜL DEMİRCAN	Head of Human Resources and Corporate Communication	Industrial Engineer	None	Sisecam Automotive Bulgaria EAD Board Member
SELMA ÖNER	Head of Procurement	Engineer	Head of Procurement	Madencilik Sanayi ve Tic. A.Ş Chairman, Camiş Ambalaj Sanayii A.Ş. Vice Chairman, Camiş Madencilik A.Ş. Board Member.
BAŞAK ÖGE	Corporate Governance and Compliance Coordinator	Business and administration professionals	Investor Relations Director	Cam Elyaf Sanayii A.Ş. Vice Chairman, OOO Ruscam Glass Packaging Holding, OOO Ruscam Management Company Auditor
ÖZGÜN ÇINAR	Chief Risk Officer	Business and administration professionals	Chief Risk Officer	None
GÖKHAN KIPÇAK	Head of Information Technology	Engineer	None	None

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