BİM BİRLEŞİK MAĞAZALAR A.Ş. AUDIT COMMITTEE WORKING PRINCIPLES
PURPOSE AND SCOPE
The Audit Committee ("Committee") of BİM Birleşik Mağazalar A.Ş. ("Company") was established by the resolution of the Board of Directors dated 24 June 2005, pursuant to the Capital Markets Law No. 6362, the Turkish Commercial Code No. 6102, the Communiqué on Corporate Governance No. II-17.1, including the Corporate Governance Principles annexed thereto, as well as the relevant provisions of the Articles of Association, and functions under the Board of Directors.
The purpose of the Audit Committee is to audit the accounting system and financial information of the company, to oversee the public disclosure of such information, the functioning and efficiency of the internal control system.
COMMITTEE STRUCTURE AND MEETINGS
- The committee is composed of at least two members, all of whom are independent Board members.
- The Committee is reappointed annually at the first Board of Directors meeting following the Company's Annual General Assembly. If no new appointment is made, the existing members shall continue in office until their successors are elected.
- The CEO or the General Manager cannot serve in the committee.
- At least one of the members should have 5 years of experience in audit/accounting and finance.
- Independent experts may be consulted during the performing of tasks within the Audit Committee.
- All resources and support necessary for the Committee to fulfill its duties shall be provided by the Board of Directors. The Committee may invite any persons it deems necessary to its meetings and seek their opinions.
- Audit Committee meetings take place at least quarterly and at least 4 times a year.
- The Committee will convene with the participation of all its members. In the case of two members, resolutions shall be adopted unanimously; where the number of members exceeds two, resolutions shall be adopted by the majority of the total number of members.
- Committee meetings may be held physically or through electronic means (such as electronic platforms or conference calls). Physical meetings may be convened at the Company headquarters or at another location that is easily accessible to the Committee members. The minutes of meetings held physically or by electronic means shall be signed by the members of the Audit Committee.
- The resolutions adopted as a result of the meetings shall be recorded in the minutes and submitted to the Board of Directors.
- Information regarding the activities of the Committee, the outcomes of its meetings, and the number of written notifications submitted to the Board of Directors shall be disclosed in the annual report.
- Board of Directors Secretariat performs the duty of writing and archiving minutes of Audit Committee meetings and accurately informing the committee members.
- Membership of the Committee will automatically terminate upon the termination of the Board of Directors membership.
- The resolutions of the Committee are of an advisory nature to the Board of Directors, and the ultimate decision-making authority on the relevant matters rests with the Board of Directors.
DUTIES AND RESPONSIBILITIES
- The committee oversees the accounting system, public disclosure and independent audit of financial information and the functioning and efficiency of the internal control and internal audit system.
- The committee oversees the selection of the independent audit firm; prepares audit contracts and initiates the audit process; monitors the firm's work at all stages; and determines the scope of services to be received from the firm and submits them to the Board of Directors for approval.
- The committee reviews and concludes complaints regarding the accounting works, internal control system and independent audit, determines methods and criteria for ensuring the confidentiality of feedback given by the company employees on accounting and other independent audit topics.
- The committee presents to the Board of Directors written evaluations of annual and periodical financial statements to be disclosed to the public in terms of their compliance with the company's accounting principles, authenticity and accuracy, after asking the opinions of responsible managers of the company, independent auditors and with the committees' evaluations.
- The Committee submits in writing to the Board of Directors, the Committee's findings, assessments and recommendations regarding its area of duty and responsibility.
- The committee oversees the works of the internal audit department, determines the personnel and approves its program and budget.
ENFORCEMENT
Audit Committee Working Principles were discussed during the Board of Directors meeting on 31 May 2012 and entered into force henceforth. The Working Principles has been revised and republished on 19 September 2025.