TEKFEN HOLDİNG A.Ş. — AGM Information 2021

Mar 25, 2021

INVITATION TO ORDINARY GENERAL ASSEMBLY MEETING BY THE BOARD OF DIRECTORS

OF TEKFEN HOLDING A.Ş.

The annual Ordinary General Assembly Meeting of our Company will be held on March 25th, 2021 Thursday at 14:00 at the Conference Hall of Tekfen Tower Building located at Büyükdere Caddesi No.209 34394, 4. Levent – Istanbul.

Consolidated Financial Statements for the period between 01.01.2020-31.12.2020 and its footnotes, the Annual Report of the Board of Directors, Profit Distribution Proposal, Independent Auditor’s Report and a detailed Information Document including the necessary explanations about the current agenda items within the framework of Corporate Governance Principles will be made ready at the Company headquarters, on the www.tekfen.com.tr Company website and at the Electronic General Meeting System (e-GEM) of the Central Securities Depository of Turkey (CSD) for the reviews of our partners at least three weeks before the meeting date.

Our shareholders may attend the general meeting to be convened at the abovementioned address either personally or through their representatives. Shareholders who will not be able to attend the meeting themselves may authorize their representatives using the e-GEM and issue a power of attorney using the attached sample and in accordance with the “Communiqué on Voting by Proxy and Proxy Solicitation” of the Capital Markets Board of Turkey (CMB), numbered: II-30.1. Power of attorneys may also be issued filling out the power of attorney form that can obtained from the Company headquarters or the www.tekfen.com.tr Company website, followed by the approval of their signature by public notary or attaching the signature circular, which is approved by the notary service and includes their signature, to the power of attorney form with their signature on it. The proxy who has been appointed electronically via the e-GEM is not required to present a power of attorney.

For them to fulfill their responsibilities within the scope of the “Regulation on Electronic General Assembly Meetings of Joint Stock Corporations” and the “Communiqué on the Electronic General Assembly System to be used in the General Assembly Meetings of Joint Stock Corporations”, our stakeholders who will be voting via e- GEM are requested to obtain information from the CSD and submit their preference until one (1) day before the General Assembly Meeting, via e-GEM provided by the CSD. Those who wish to attend the General Assembly Meeting via e-GEM should register to the e-CSD Information Portal and have a secure electronic signature to participate directly in the General Assembly or appoint a proxy through the e-GEM. In addition, proxies who will attend the meeting via e-GEM must also have a secure electronic signature. According to Article 1526 of the Turkish Commercial Code (TCC), the declarations to be made on behalf of the legal entity partners should be signed by the legal entity signature authority with the secure electronic signature created for them.

In this context, the below parties can attend the General Assembly Meeting by presenting the following and signing the participants list:

• Natural person shareholders with their IDs,

• Legal entity shareholders with the IDs of the persons authorized to represent and bind the legal entity, together with the authorization documents,

• Representatives of natural and legal persons with their IDs and notarized powers of attorney or their signed powers of attorney with an attached affidavit of signature issued before a notary service,

• Representatives authorized by the Electronic General Meeting System with their IDs.

Presented for our esteemed shareholders’ information.

Tekfen Holding A.Ş.

Company Address: Kültür Mahallesi, Tekfen Sitesi Budak Sokak, A Blok, No:7 Ulus - Beşiktaş 34340 Istanbul Place and number of Trade Registry: Istanbul/111233

Central Registration System (MERSIS) No: 0834005201400018

AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING OF TEKFEN HOLDING A.Ş. TO BE HELD ON MARCH 25th, 2021

1. Opening, and election of the Chairman for the Meeting,

2. Reading, discussion and approval of the 2020 Annual Report prepared by the Company’s Board of Directors,

3. Reading, discussion and approval of the Independent Audit Report Summary and Financial Statements for the 2020 fiscal year,

4. Release of each member of the Board of Directors from liability for the Company’s activities for the year 2020,

5. Discussion and resolution of the proposal of the Board of Directors regarding the distribution of the profit for the 2020 fiscal year,

6. Resolution of the number of the members of the Board of Directors and their terms of office, and the monthly salaries to be paid,

7. Approval of the interim appointment to the Board and Election of the members of the Board of Directors,

8. Approval of the independent audit firm determined in accordance with CMB regulations to the approval of the General Assembly pursuant to Article 399 of the Turkish Commercial Code,

9. Informing the General Assembly about the collaterals, pledges, mortgages and income or benefits granted to third parties in the accounting period of 01.01.2020-31.12.2020,

10. Informing the General Assembly about the donations made in the fiscal year of 2020, determining the upper limit for the donations to be made in the year 2021,

11. Authorizing the members of the Board of Directors to perform the works of the Company themselves or on behalf of others, giving them permissions to perform transactions to be partners in the companies that perform similar works and to perform other transactions under Articles 395 and 396 of the Turkish Commercial Code, and, if any, briefing about the members of the Board of Directors and the persons listed in the CMB’s Corporate Governance Principles Article 1.3.6 and the transactions carried out in this context in the year 2020,

12. Wishes and opinions.

POWER OF ATTORNEY

Tekfen Holding A.Ş.

I hereby name and appoint ................., whose details are specified below, to be my lawful proxy to represent me and vote, propose and sign the necessary documents on my behalf and in accordance with my below views, in the routine General Assembly Meeting of Tekfen Holding A.Ş. which will be held at 14:00 hours on March 25th, 2021 at the Conference Hall of Tekfen Tower, located at Büyükdere Cad. No. 209 34394 4. Levent, Istanbul.

Proxy’s(*);

Name, Last Name/Trade Name:

Turkish Citizenship ID No/Tax ID, Place and number of Trade Registry, and Central Registration System No:

(*) If any, the equivalents of the said information for foreign nationality representatives must be presented.

A) CONTENTS OF POWER OF ATTORNEY

For the sections 1 and 2 given below, the contents of the power of attorney should be determined by selecting one of the choices of (a), (b) and (c).

1. About the Matters on the General Assembly Agenda;

• a) The proxy is authorized to vote in line with his/her opinion.

b) The proxy is authorized to vote in line with the proposals of the partnership management.

c) The proxy is authorized to vote in accordance with the instructions given in the table below.

Instructions:

In case the (c) choice is selected by the shareholder, the instructions exclusive to the agenda item are given by marking one of the options (‘for’ or ‘against’) for the agenda item of the general assembly concerned and by stating the dissenting opinion, if any, in the minutes of the general assembly meeting as requested, in case the ‘against’ option is selected.

Agenda Items	For	Against	Dissenting Opinion
**1.**Opening, and election of the Chairman for the Meeting
2. Reading, discussion and approval of the 2020 Annual Reportprepared by the Company’s Board of Directors
**3.**Reading, discussion and approval of the Independent AuditReport Summary and Financial Statements for the 2020 fiscalyear
**4.**Release of each member of the Board of Directors fromliability for the Company’s activities for the year 2020
**5.**Discussion and resolution of the proposal of the Board ofDirectors regarding the distribution of the profit for the 2020fiscal year
**6.**Resolution of the number of the members of the Board ofDirectors and their terms of office, and the monthly salaries tobe paid
**7.**Approval of the interim appointment to the Board andElection of the members of the Board of Directors,
**8.**Approval of the independent audit firm determined inaccordance with CMB regulations to the approval of theGeneral Assembly pursuant to Article 399 of the TurkishCommercial Code
**9.**Informing the General Assembly about the collaterals,pledges, mortgages and income or benefits granted to thirdparties in the accounting period of 01.01.2020-31.12.2020

10. Informing the General Assembly about the donations made in the fiscal year 2020, determining the upper limit for the donations to be made in the year 2021

11. Authorizing the members of the Board of Directors to perform the works of the Company themselves or on behalf of others, giving them permissions to perform transactions to be partners in the companies that perform similar works and to perform other transactions under Articles 395 and 396 of the Turkish Commercial Code, and, if any, briefing about the members of the Board of Directors and the persons listed in the CMB’s Corporate Governance Principles Article 1.3.6 and the transactions carried out in this context in the year 2020

12. Wishes and opinions.

2. Special instructions on other issues that may arise during the General Assembly meeting and especially on the use of minority rights:

a) The proxy is authorized to vote in line with his/her opinion.

b) The proxy is not authorized to represent in these matters.

c) The proxy is authorized to vote in accordance with the following special instructions.

SPECIAL INSTRUCTIONS ; If any, special instructions to be given to the proxy by the shareholder are stated

here.

B) The shareholder specifies the shares to be represented by the proxy by selecting one of the following options.

1. I approve the representation of my shares mentioned below by the proxy.

a) Group and series:*

b) Number/Group:**

c) Number of shares-Nominal value:

ç) Whether it is a privileged voting share:

d) Whether it is payable to bearer-order:*

e) The ratio of the shares to the total shares/voting rights the shareholder holds:

*This information is not required for registered shares.

**If any, information about the group will be written instead of the number for registered shares.

2. I approve the representation of all of my shares listed in the list of shareholders who may attend the general meeting prepared by the CSD one day before the general assembly day.

NAME, LAST NAME or TITLE of THE SHAREHOLDER (*)

Turkish Citizenship ID No/Tax ID, Place and number of Trade Registry, and Central Registration System No: Address:

(*) If any, the equivalents of the said information for foreign nationality representatives must be presented.

SIGNATURE

EXPLANATIONS ON THE AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING TO BE HELD ON MARCH 25th, 2021

1. Opening and election of the Chairman for the Meeting

Elections of the Chairman of the Meeting that will lead the General Assembly Meeting in accordance with the provisions of the Regulation of the Turkish Commercial Code on “Principles and Procedures of General Assembly Meetings of Joint Stock Companies and Representatives of the Ministry of Customs and Trade to Attend These Meetings” (“the Regulation”) will be conducted.

2. Reading, discussion and approval of the 2020 Annual Report prepared by the Company’s Board of Directors,

The 2020 Annual Report of the Board of Directors which will be published on the Company’s website (www.tekfen.com.tr), e-COMPANY Portal and in the Electronic General Assembly (e-GEM) portal of the Central Securities Depository of Turkey for the review of our shareholders for a period of 3 weeks prior to the General Assembly meeting, will be submitted to our shareholders for their remarks and approval.

3. Reading, discussion and approval of the Independent Audit Report Summary and Financial Statements for the 2020 fiscal year

Briefings will be given about the Independent Audit Report Summary and Financial Statements for the 2020 fiscal year, which will be published on the Company’s website (www.tekfen.com.tr), e- COMPANY Portal and in the e-GEM portal of the Central Securities Depository of Turkey for the review of our shareholders for a period of 3 weeks prior to the General Assembly meeting, and they will be submitted for the remarks and approval of our partners.

4. Release of each member of the Board of Directors from liability for the Company’s activities for the year 2020,

In accordance with the provisions of the Turkish Commercial Code and the Regulation, release of each member of the Board of Directors from liability for the Company’s activities for the year 2020 will be submitted for the approval of the General Assembly.

5. Discussion and resolution of the proposal of the Board of Directors regarding the distribution of the profit for the 2020 fiscal year

According to the financial statements of our company for the 2020 fiscal year, which were audited by KPMG Bağımsız Denetim Serbest Muhasebeci Mali Müşavirlik A.Ş., the Consolidated Net Loss for the Parent Company for this period totaled to an amount of TRY60,125,000 thousand and the table submitted to the approval of the General Assembly to not to make profit distribution according to the consolidated financial results of 2020 is included in Appendix / 1.

6. Resolution of the number of the members of the Board of Directors and their terms of office, and the monthly salaries to be paid,

Pursuant to the TCC and the related Regulation, the number of members of the Board of Directors and their terms of office shall be determined by taking the principles regarding the election of the board of directors in our Articles of Association into account.

According to the Articles of Association, the number of members of the Board of Directors can be determined between 9 and 11 persons.

In addition, in this agenda item, within the framework of the principles of the Corporate Governance Principle No. 4.5.13 of the Corporate Governance Communiqué, our Company’s Articles of Association and Tekfen Holding’s Remuneration Policy, a monthly gross salary of TRY50,000 to the Chairman and Vice Chairman of the Board of Directors and TRY25,000 to other members of the Board has been proposed by the Remuneration Committee for the year 2021, and the monthly gross salaries to be paid to the members of the Board of Directors will be submitted to the approval of the General Assembly.

7. Approval of the interim appointment to the Board and Election of the members of the Board of Directors,

The members of the Board of Directors and the independent members are to be elected, and in accordance with the CMB’s Corporate Governance Communiqué, at least one third of the total number of members of the Board of Directors should be independent members. In this context, at least 4 members in a Board of Directors of 11 must meet the independence criteria set out in the CMB’s Corporate Governance Principles.

Upon the proposal of the Corporate Governance Committee evaluating the candidates submitted to them, the Board of Directors has decided that Neriman Ülsever, Gülsüm Azeri, Şevki Acuner and Cansen Başaran-Symes shall be considered candidates for the Independent Members of the Board of Directors. Within the scope of Corporate Governance Principle No. 4.3.7 of the Corporate Governance Communiqué, an application was submitted to the CMB for the Independent Board Members, and the CMB has notified our Company with its written resolution on not delivering a negative remark about the candidates for the Independent Board Member candidates, dated 12.02.2021. After this date, as Cansen Başaran Symes withdrew from the candidacy, Sedat Eratalar was appointed as her replacement and also nominated for her place for 2021-2022 period with the decision of our Board of Directors dated 25.02.2021 and an application will be made to the CMB for opinion.

Ali Nihat Gökyiğit, Sinan K. Uzan, Cansevil Akçağlılar, Murat Gigin, M. Ercan Kumcu, Esin Mete and Zekeriya Yıldırım have been submitted to our company as candidates for other board memberships.

The resumes of the Independent Member Candidates for the Board of Directors are given in Appendix/2 and resmues of the other member candidates are given in Appendix/3.

8. Approval of the independent audit firm determined in accordance with CMB regulations to the approval of the General Assembly pursuant to Article 399 of the Turkish Commercial Code

In order to carry out the independent auditing activities of the financial statements for the fiscal year of 2021, KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., was selected as the Independent External Audit Firm with the recommendation of our company’s Audit Committee and the resolution of our Board of Directors dated 25.02.2021. The selection of this firm shall be submitted to the approval of the General Assembly, pursuant to Article 399 of the TCC.

9. Informing the General Assembly about the collaterals, pledges, mortgages and income or benefits granted to third parties in the accounting period of 01.01.2020-31.12.2020

In accordance with Article 12 of the Corporate Governance Communiqué (II-17.1) of the Capital Markets Board of Turkey, information will be delivered about the collaterals, pledges, mortgages and sureties given in favor of third parties, in addition to income or benefits obtained by the Company.

This information can be found in footnote no. 22 of our financial statements for 2020.

10. Informing the General Assembly about the donations made in the fiscal year of 2020, determining the upper limit for the donations to be made in the year 2021

In accordance with Article 6 of the CMB Communique on Dividends (II-19.1), the donations made during the year must be submitted for the information of shareholders at the General Assembly. This item is not to be voted, it has been placed in the agenda of the General Assembly for informational purposes.

In 2020, a total of TRY15,535,654 was donated.

On the other hand, in accordance with Paragraph 5 of Article 19 of the Capital Markets Law No. 6362, the limit of donations to be made in 2021 must be determined by the General Assembly. The Board of Directors of our company proposes that the upper limit of donations to be made in the year 2021 is set at TRY20 million.

11. Authorizing the members of the Board of Directors to perform the works of the Company themselves or on behalf of others, giving them permissions to perform transactions to be partners in the companies that perform similar works and to perform other transactions under Articles 395 and 396 of the Turkish Commercial Code, and, if any, briefing about the members of the Board of Directors and the persons listed in the CMB’s Corporate Governance Principles Article 1.3.6 and the transactions carried out in this context in the year 2020

Since the members of the Board of Directors are entitled to make transactions under the provisions of Articles 395 and 396 of the TCC, “Prohibition of Conducting Transaction with Company, to Become Indebted to Company” and “Non-compete Obligation” only by the approval of the General Assembly, the issue of conduction of such transactions by the members of the Board of Directors will be submitted to the approval of the General Assembly.

In addition, pursuant to the Article 1.3.6 of the CMB’s Corporate Governance Principles, delivering information at the General Assembly is mandatory in case the shareholders holding the management control, board members, managers with administrative responsibilities and their spouses and their first and second-degree relatives by consanguinity and affinity conduct an important transaction that may cause a conflict of interest with the company or its subsidiaries, and/or conduct a commercial business transaction that is in the scope the field of operation of the company or its subsidiaries on its own or for account of another, or enter into another partnership engaged in the same type of commercial businesses as an unlimited liability partner.

12. Wishes and opinions

APPENDICES:

Appendix/1: Profit Distribution Table for the distribution of the year 2020 profits.

Appendix/2: Resumes of the Independent Member Candidates for the Board of Directors.

Appendix/3: Resumes of the Candidates for the Board of Directors.

Appendix/1

Tekfen Holding A.Ş. 2020 Distribution of Profit (TRY)
1. Paid-in Capital			370.000.000,00
2. Total legal reserves (as per legal records)			74.000.000,00
Information regarding the privilage in profit distribution, if any, according to thearticles of association			There is noprivileged shares
		As perCapital Markets Board	As PerLegal Records
3.	Profit	238,097,000.00	893,426,901.23
4.	Taxes ( - )	(298,222,000.00)	(48,058,599.36)
5.	Net Profit	(60,125,000.00)	845,368,301.87
6.	Prior Years’ Loss ( - )	-	-
7.	First Series of Legal Reserve Fund ( - )	-	-
8.	Share sales earnings (75%)	-	(4,986,718.79)
9.	NET DISTRIBUTABLE PROFIT FOR THEYEAR (=)	(60,125,000.00)	840,381,583.08
10.	Donations ( + )	15,535,654.00
11.	Net distributable profit including donationsfor the calculation of first dividend	(44,589,346.00)
12.	First Dividend to Shareholders
	- Cash	-
	- Bonus	-
	- Total	-
13.	Dividends to Preferred Shareholders	-
14.	Dividends to BoD Members	-
15.	Dividends to dividend-right sertificates	-
16.	Second dividend to shareholders	-
17.	Second series of legal reserve fund	-
18.	Status Reserves	-	-
19.	Special Reserves	-	-
20.	Extraordinary Reserves	-	840,381,583.08
21.	Distribution from Extraordinary Reserves	-	-

DIVIDEND PER SHARE

DIVIDEND PAYOUT TABLE

DIVIDEND PER SHARE	DIVIDEND PER SHARE	DIVIDEND PER SHARE	DIVIDEND PER SHARE	DIVIDEND PER SHARE	DIVIDEND PER SHARE	DIVIDEND PER SHARE
DIVIDEND PAYOUT TABLE
	GROUP(1)	TOTAL DIVIDEND (TRY)		TOTALDIVIDENDPAYOUT/NETDISTRIBUTABLEPROFIT(PAYOUTRATIO)	DIVIDEND PER SHAREWITH TRY 1NOMINAL VALUE
		CASH (TRY)	NON-CASH	RATIO(%)	AMOUNT(TRY)	SHARE(%)
GROSS	-	0.00	0.00	0.00	0.00	0.00
NET	-	0.00	0.00	0.00	0.00	0.00

(1) There are no privileged rights in profit distribution.

Appendix/2

Resumes of the Independent Member Candidates for the Board of Directors.

Neriman Ülsever

Neriman Ülsever was born in Bursa in 1951 and graduated from Boğaziçi University in 1975.

Ülsever began her professional career at Turkish Airlines and assumed a growing set of responsibilities until 1986, after which date she served as senior executive in various industries such as banking, manufacture, and retail, until 1994.

Ülsever switched to Human Resources in 1994 and specialized in human resources and management consulting. After Indesit Company entered the Turkish market in 1995, she took on various roles within the group and on international platforms, serving as HR Director for East European and International Markets in Switzerland between 1999 and 2002, HR Director for West European Markets in France between 2001 and 2004, and HR Director for Global Commercial Organization in Italy between 2004 and 2006. Ülsever held the position of HR Director of the Indesit Company Group in Italy until 2010, also serving as member of the Executive Board. Ülsever had become a member of the Board of Directors of Indesit Turkey in 1996, and served as Chairwoman of the Board between 2011 and 2015.

Ülsever was the Group President of Human Resources at Sabancı Holding between 2011 and 2016 while also serving as Deputy Chairwoman to the Board at Kordsa Global and Temsa Global and member of the Board at Aksigorta, Carrefoursa, Avivasa, and Teknosa.

Neriman Ülsever has been appointed independent member of the Board at Tekfen Holding as of March 23, 2017.

Gülsüm Azeri

Gülsüm Azeri has been appointed independent member of the Board at Tekfen Holding as of 29 March 2018. Gülsüm Azeri holds a bachelor’s degree in Chemical Engineering and a master’s degree in Industrial Engineering from Bogazici University and due to her education from St Georg (Austrian) College and Robert College she is fluent both in German and English. Gülsüm Azeri is married and mother to two children.

Throughout an important part of her career, Ms. Azeri had served in the senior management of Şişecam (Türkiye Şişe ve Cam Fabrikaları A.Ş. [Turkey Bottle and Glass Plants, Inc.]), the industrial giant of Turkey operating in the flat glass, glassware, glass packaging and chemicals sectors, as the Group President of Şişecam Chemicals between 1994 and 1998, Şişecam Glassware between 1999 and 2007 and Şişecam Flat Glass between 2007 and 2011. In addition, Ms. Azeri had been an active member of the Executive Committee of Şişecam between 1994 and 2011. During her career, Ms. Azeri exported to 160 countries, initiated and concluded the construction of 15 large-scale production facilities in Turkey, Bulgaria, Russia and Egypt. She also built partnerships with the leading companies of their own sector in France, Italy, Belgium and the USA. Ms. Azeri carried out important works in the Turkish energy sector as the CEO and Board Member of OMV Petrol Ofisi Inc. and OMV Gaz ve Enerji Holding Inc. between 2011 and 2017 and as the Board President of OMV Petrol Ofisi Holding Inc., concurrently.

Gülsüm Azeri acted as the President of the European Domestic Glass Committee of the European Glass Federation between 2004 and 2008 and as a Board member of “Glass for Europe”, the association of the European flat glass manufacturers, between 2009 and 2011. Ms. Azeri also performed as a Board member of Turkish Airlines between 2011 and 2013.

Gülsüm Azeri had carried out several tasks on the Boards of several NGOs, including ISO, TIM and DEIK. She is currently holding the post of Vice President in the Economic Policies Committee of the Presidency of the Republic of Turkey.

Ms. Azeri also currently acts as a Board member of Tekfen Holding Inc., Toros Tarım San. ve Tic. Co. Inc. (Toros Agriculture and Industry and Trade) and the Vice President of Kaleseramik Inc. Board of Directors.

Şevki Acuner

Following his graduation from Bosphorus University in 1976, Sevki Acuner continued his studies at Stockholms Universitet for a Graduate Diploma and at Montreal’s Concordia University, where he obtained his MBA. Acuner started his banking career at Turkey’s Central Bank and switched to commercial Banking after moving to Canada where he worked first for Bank of Montreal and subsequently at Royal Bank of Canada in various roles and countries such as Holland, Italy and United Kingdom. Acuner moved to European Bank for Reconstruction and Development (EBRD) in 1996 working in various positions. Acuner played a leading role in opening the EBRD in Turkey in 2009, and worked as its Deputy Director for Turkey until 2013. Since 2013, Acuner is EBRD’s Director for Ukraine, based in Kiev. Acuner has represented EBRD in various Board positions in its equity investments across a number of countries. While based in London Acuner acted for many years as the President of the UK Turkish Bankers Association. In his role in Istanbul, Acuner led EBRD’s growth in Turkey. In Ukraine, Acuner is one of the drivers of the country’s economic transformation and is a leading figure in its world of finance and business. Among his various other responsibilities, Acuner acts as the Chairman of Ukraine’s corruption fighting Business Ombudsman Institution, as Chairman of the State Nomination Committee which is responsible for the appointment of CEO’s and Board Directors for the country’s State Owned Enterprises, and as Vice Chairman of the American Chamber of Commerce. At present, In Ukraine Sevki Acuner is Independent Member and Chairman of the Board of Directors of Ukrainian Railways Company (UkrZaliznytsia) and Electricity Transmission Company (UkrEnergo) and in Turkey, Independent Member of the Board of Directors of Migros and Anadolu EFES companies.

Sedat Eratalar

Sedat Eratalar, an alumni of Ankara University, Faculty of Political Sciences, Department of Economy and Finance, started his career at the Turkish Ministry of Finance. Within three years, he earned the title of financial auditor and carried on with his works in value added tax and state-owned enterprises matters.

Eratalar moved on in his career assuming the Manager position in the Tax Department of Arthur Andersen Turkey in 1981 and later became an international partner of Arthur Andersen & Co. in 1988. Eratalar is also the founding partner of Erdikler-Eratalar YMM A.Ş. (Erdikler-Eratalar CPA, Inc.), which was founded in the closing months of 1990 and became an associate of Arthur Andersen.

Between 1997 and 2001, Eratalar headed the Tax Departments of Arthur Andersen’s offices in Turkey, Romania, and Bulgaria and has participated in various domestic and overseas training programs, in addition to local and international seminars and conferences.

Sedat Eratalar, who provides in-house tax consultancy services to domestic and foreign companies that operate in banking, production, construction, tourism, and trade fields, is also an expert in foreign exchange legislation and the banking system. In September 2001, Eratalar founded his own company, Eratalar Yönetim Danışmanlık A.Ş. (Eratalar Management Consultancy, Inc.), and started providing management consultancy services to local and foreign companies in various fields, including tax, management, and financial consultancy on mergers and acquisitions.

Following a reorganization in 2012, Eratalar added a new dimension to his activities at a new address and the company title was changed.

Sedat Eratalar is a member of the Chamber of Sworn-In Certified Public Accountants and TUSIAD (Turkish Industry & Business Association), DEIK (Foreign Economic Relations Board) and the Tax Council. Eratalar acts as a board member and auditor in various companies such as Deutsche Bank and Borusan, to name some major ones, and has also served as a member of the Board of Directors and Board of Supervisors in companies like Coca Cola, Adel Kalemcilik, Turkcell, and Deloitte. Eratalar speaks English and German.

Appendix/3

Ali Nihat Gökyiğit

Born in Artvin in 1925, Nihat Gökyiğit received his BA at Robert College in 1946 and his MA in Civil Engineering at the University of Michigan in 1948.

In 1956, he founded, with his partners, Feyyaz Berker and Necati Akçaglilar, the company FNN Müsavir Mühendislik (Consultant Engineering), which was the seed of Tekfen Holding. Since then, he has served either as a member or chairman of the Boards of Directors of more than 50 of Tekfen's group companies.

For 35 years, he has served as Chairman of the Advisory Board of AIESEC-Turkey, the world's largest student organization. A member of the Turkish Industrialists' and Businessmen's Association (TÜSİAD) and the Foreign Economic Relations Board (DEIK), Gökyiğit was a member of the Boards of Directors of DEIK between 1988 and 2005 and of TÜSIAD between 1985 and 1987. He worked for 10 years as Chairman of the Turkish-CIS Business Council, under the auspices of DEIK, and as the Turkish Representative on the Black Sea Business Council. Gökyiğit is the Honorary Consul of Georgia and Kyrgyzstan and an honorary citizen of Georgia. He is still an Honorary Member of DEIK and a member of TÜSIAD.

Gökyiğit is the Founding Honorary Chairman of the Turkish Green Building Council and the Turkish Foundation for Combatting Erosion, for Reforestation and Protection of Natural Habitats (TEMA). He helped TEMA to launch its first projects, related to the environment, protection of natural resources and rural development. One of these, the Camili Region Sustainable Development Project, won an award at the 2002 Johannesburg World Summit on Sustainable Development.

Through the ANG Foundation, which bears his name, he established the Nezahat Gökyiğit Botanical Garden on 50 hectares of land in Istanbul in memory of his wife. He is also the founder of the Tekfen Philharmonic Orchestra, an important cultural institution that also serves world peace.

Gökyiğit is an active member of many international organizations concerned with water, energy, the environment and natural resources. He is the founder and co-chairman of the East Meets West International Energy Conference, which has been held annually for the past 10 years in Istanbul.

Gökyiğit was given the Environmental Service Award by Akdeniz University and has received an honorary doctorate from Çukurova, Bosphorus and Gazi Osman Paşa Universities.

Nihat Gökyiğit was awarded the Order of Merit by the Turkish President in 1997, the Order of Merit by the Turkish Parliament in 2010, and he was named the Schwab Foundation Social Entrepreneur of the Year by Ernst&Young in 2009.

Cansevil Akçağlılar

Born in 1930 in Istanbul, Cansevil Akçağlılar graduated from Ankara College in 1950.

Between 1979 and 2006, Akçağlılar was a member of Board of Directors of Tekfen Holding A.Ş. She has served as a member and Vice-Chairman of the Board of Directors since 2007.

Sinan K. Uzan

Born in New York in 1986, Sinan K. Uzan graduated from Pepperdine University (US) in International Business Administration in 2008. In 2012, he enrolled in the Family Businesses Management program at Northwestern University Kellogg School of Management (Illinois).

He started his career as Assistant Chairman of StarClub Interactive Networks, a Los Angeles-based company engaged in music production and Internet strategies.

Between 2011 and 2012, he acquired experience in the fertilizer business at the Swiss Keytrade company before joining Tekfen Construction as Azerbaijan Project Coordinator from 2012 to 2013. Between 2012 and 2014, he worked as systems manager at the New York Hub Surgical & Orthopedic Supplies, a technology developer for diabetic patients. He is also the founder of Ankaa LLC (California), an Internet technology investment firm.

Sinan K. Uzan was appointed to the Board of Tekfen Holding in 2014.

Murat Gigin

Murat Gigin was born in Istanbul in 1952 and graduated from the University of Bradford in Civil Engineering in 1974. He got his master's degree in Mechanical Engineering at the University of London in 1975. He then received his Ph.D. in Oceanic Engineering from the Department of Mechanical Engineering at University College London.

He began his career at Tekfen Construction in 1977 as civil engineer at the Company's project in Kuwait. Upon his return to the Company's headquarters in Istanbul in 1983, he worked as coordinator on several international projects and in the New Business Department until he was appointed Deputy General Manager in 1986. Gigin was General Manager of Tekfen Construction between 1988 and 1998 and Board Member of several Tekfen Contracting Group companies until 2000.

Since 1998, Gigin has served as Chairman of the Board and Executive Director at Viem Ticari ve Sanayi Yatırımları Ltd. Şti. Group of Companies (Tekzen Ticaret ve Yatırım A.Ş., Agromak Makine İmalat Sanayi ve Ticaret A.Ş., Maxlines Maksimum Lojistik Hizmetleri A.Ş., Viem İletişim Yayıncılık Reklam Turizm Hizmetleri Yatırım Ticaret A.Ş., Ekozey Ekolojik ve Organik Tarım Gıda Hayvancılık ve Turizm Taşımacılık İthalat İhracat İnşaat Sanayi Ticaret A.Ş., İmbroz Tarım Hayvancılık Gıda Sanayi Turizm ve Ticaret Ltd. Şti., Galipoli Gıda Ürünleri Sanayi ve Ticaret Ltd. Şti., ENAT Endüstriyel Ağaç Tarımı Sanayi ve Ticaret A.Ş., and Temarı Gıda Sanayi ve Ticaret A.Ş). At the same time, he is ViceChairman of the Board of Directors of ANG Yatırım Holding A.Ş.

An activist in a number of NGO's in the past, Gigin was Chairman of IPLOCA (International Pipeline and Offshore Contractors' Association) between 1995 and 1996 and is currently Member of the Board of Trustees of TEMA Foundation.

M. Ercan Kumcu

Ercan Kumcu was born in Istanbul in 1955. He received his undergraduate degree from Bosphorus University in 1977 and then obtained his Ph.D. in Economics from Boston College.

Kumcu taught macroeconomics, monetary theory, international economics and finance at Boston College, Eastern Michigan University and the State University of New York at Binghamton. He worked as guest researcher at the Central Bank of the Republic of Turkey; then General Secretary for a brief period, and served as Vice-Chairman between 1988 and 1993.

He was Vice-Chairman of the Board of Directors at Tekfenbank (Eurobank Tekfen) between 1995 and 2008, and then Chairman of the Board. He is currently a member of the Board of Directors of Tekfen Holding.

Kumcu has taught economic policy at Kadir Has University and he has published many articles. He is the author of the books Istikrar Arayislari (In Pursuit of Stability) Krizleri Nasil Çikardik? (How Did We Create Crises) (with Mahfi Eğilmez), Ekonomi Politikası: Teori ve Türkiye Uygulaması (Economic Policy: Theory and Practice in Turkey) (with Mahfi Eğilmez), Kadın Matematikçiler (Female Mathematicians) and Krizler, Para ve İktisatçılar (Crises, Money and Economists).

Esin Mete

Esin Mete was born in Istanbul in 1949 and graduated from Boğaziçi University with a degree in Chemical Engineering.

She started her career as a Chemical Engineer/Project Engineer at Tekfen Construction in 1973 and she worked in this position until 1980, when she transferred to Toros Fertiliser. Between 1980 and 1984, she served as Deputy General Manager, between 1985 and 1991 as Senior Deputy General Manager. In 1991, she was appointed General Manager of Toros Fertiliser, now known as Toros Tarım. In 2000, she was appointed Vice President of Tekfen Holding in charge of the Agri-Industry Group.

While she was assigned as the Chairwoman of the Board of Directors of Toros Tarım and CEO of Agri-Industry Group in April 2010, she simultaneously served as Vice Chairwoman of Hishtil-Toros as well as Chairwoman in the other Agri-Industry Group Companies.

Apart from all these positions, Ms. Mete served as the International Fertilizer Industry Association's (IFA) Vice President in charge of the Middle East between 2001 and 2004, as Vice President of its Executive Management Group from 2007 to 2013, and as its President between 2013-2015.

After leaving the Tekfen Group of Companies in 2015, Esin Mete founded Mt Agri-Consulting in 2016.

Since 2018, she has been contributing to the global plant nutrition industry as Member of the Board of the International Fertiliser Development Centre (IFDC).

Among the prizes she was rewarded are the “Officier du Wissam Alaoui” given in 2011 by the King of Morocco for her perennial close cooperation and contributions to the development of the country; the “Award of Service to Country and Humanity” given in 2008 for her contributions to the Zinc project; and the “first prize” given in years 2000 and 2003 for representing the industry during the “Successful Businesswomen” organization. Ms. Mete was among the “Most Successful 30 Women of Turkey” in Capital Magazine’s 2005 and 2012 listings.

Zekeriya Yıldırım

Born in 1944, Zekeriya Yıldırım graduated from Darüşşafaka High School in 1962. He received a B.A. in economics from Istanbul University and a master’s from Vanderbilt University.

He began his career at the Ministry of Finance as assistant auditor and then auditor. He specialized in international finance at the Turkish Central Bank, where he started work in 1977, and played an active role in liberalizing the economy, encouraging competition, and opening up the Turkish market to international competition. He left the Central Bank in 1987 as Vice-Chairman.

Yıldırım served for a time as vice-chairman of the board and Chairman of the executive committee at Doğuş Group. He also served as chairman and member of the boards of companies affiliated with Doğuş Group and other private sector institutions. In addition, he has worked as advisor to Turkish and foreign companies.

Since 1998, Zekeriya Yıldırım has been chairman of the board of Yıldırım Danışmanlık Hizmetleri A.Ş., which provides consultancy in corporate financing, management, and strategy to leading Turkish and international companies.

Yıldırım is a partner and chairman of the board of Ada Plant A.Ş., a company that raises ornamental plants, and chairman of the board of FU Gayrimenkul Yatırım Danışmanlık A.Ş., which investigates and authenticates the legal status of immoveable properties and gives consulting to banks and financial institutions. He was on the board of Doğan Holding, Sabancı Holding (independent member) and Tekfen Holding (independent member) between 2008 and 2019 in different terms.

Zekeriya Yıldırım has been chairman of the Turkish- Dutch Business Council, under the auspices of DEİK, for 13 years. Between 2007 and 2013, he served as chairman of the board of the Darüşşafaka Society and chairman of the Darüşşafaka Society Higher Advisory Board. Yıldırım was a member of the Turkish Industrialist’s and Businessmen’s Association (TÜSİAD) High Advisory Council Presidential Board, and is on the Board of Trustees of the Ayhan Şahenk Foundation and the Educational Volunteers Foundation of Turkey.