Audit Committee Regulation

1. Purpose and Scope

The purpose of this Regulation is to determine the duties, authorities, responsibilities and working procedures and principles of the Audit Committee established by the Board of Directors decision dated 26 August 2021 and numbered 08 in order to fulfill the duties and responsibilities of the Board of Directors of MİA Teknoloji A.Ş. (“Company”).

The Audit Committee assists the Board of Directors in the supervision of the functioning and effectiveness of the Company’s accounting system, public disclosure of financial information, independent audit and internal control system in accordance with the Capital Markets legislation and the principles set forth in this regulation, and reports to the Board of Directors the issues it has identified within the framework of its assessments.

2. Structure of the Committee

The Committee consists of at least 2 (two) members. All members of the Committee shall be independent members of the Company’s Board of Directors.

The Committee may appoint a Deputy Chairman to take office in the absence of the person assuming the duty of Chairman.

The Committee may receive consultancy services from independent expert persons or organizations on the issues it needs in relation to its activities, the cost of which shall be borne by the Company, and may invite the manager it deems necessary to its meetings and receive their opinions.

3. Committee Meetings

In order to ensure that the Committee fulfills its duties effectively, it convenes at least 4 (four) times a year, at least once every 3 (three) months, and the results of the meeting are recorded in minutes and submitted to the Board of Directors. Committee meetings are held at times compatible with the ordinary meetings of the Board of Directors. However, the Committee may also convene as often as deemed necessary for the efficiency of its work.

The Committee takes its decisions with a quorum consisting of the absolute majority of its members.

All resources and support required for the Committee to fulfill its duties shall be provided by the Board of Directors. The Committee may be called to a meeting upon the request of the Committee Chairman or a Committee member. Committee meetings shall be held in accordance with the agenda distributed by the Secretariat of the Audit Committee (“Secretariat”) prior to the meeting. The decisions taken at the Committee meetings shall be documented and archived by the Secretariat. In this context, after each meeting, a written report on the activities of the Committee is submitted to the Board of Directors together with a summary of the minutes. Minutes of the meetings are kept at the Secretariat. The Committee may also meet via teleconference or any other means.

The Committee conducts an annual evaluation of its own objectives, duties and performance and reports the results of this evaluation to the Board of Directors.

4. Duties and Responsibilities

The duties of the Audit Committee are determined as follows:

a. To oversee the Company’s accounting system, public disclosure of financial information, independent audit and the functioning and effectiveness of the Company’s internal control and internal audit system;

b. Selection of the independent audit firm, preparation of independent audit contracts and initiation of the independent audit process and realization of the work of the independent audit firm at every stage under the supervision of the Audit Committee;

c. Determining the independent audit firm from which the Company will receive services and the services to be received from these firms and submitting them to the approval of the board of directors;

d. Determining the methods and criteria to be applied in the examination and finalization of the complaints received by the company regarding the accounting and internal control system and independent audit of the company, and evaluation of the notifications of the company employees regarding the accounting and independent audit of the company within the framework of the confidentiality principle;

e. Evaluating the annual and interim financial statements to be disclosed to the public with respect to their accuracy and conformity to the accounting principles followed by the company and their truthfulness and accuracy; taking the opinions of the responsible managers and independent auditors of the company and reporting them to the board of directors in writing together with their own evaluations;

f. convening at least four times a year, at least once every three months, recording the results of the meetings and presenting the decisions taken to the board of directors;

g. Making an explanation about its activities and meeting results in the annual activity report and stating in the annual activity report how many written notifications were made to the board of directors during the accounting period;

h. Immediately notifying the Board of Directors in writing of its determinations regarding its own duties and responsibilities and its evaluations and suggestions on the subject.

5. Amendment to the Regulation

Proposals for amendments to this regulation are submitted by the Committee to the Board of Directors. The prepared proposals shall be included in the agenda of the first meeting of the Board of Directors.

6. Enforcement

This regulation, amendments and updates related to the regulation shall enter into force with the decision of the Board of Directors.