Risk Management Committee Regulation

1. Purpose

The purpose of this Regulation is to establish the duties, powers, responsibilities, and procedures of the Early Detection of Risks Committee (“Committee”), which was established by the Board of Directors of MIA Teknoloji A.Ş. (“Company”) with the Board of Directors decision No. 08 dated August 22, 2021, in accordance with the corporate governance regulations of the Capital Markets Board. The Committee’s goal is to ensure the early detection of risks that could jeopardize the Company’s existence, development, and continuity, to take necessary measures related to the identified risks, and to manage those risks, within the framework of this regulation and legal legislation.

2. Authority and Scope

The Board of Directors provides all necessary resources and support for the Committee to carry out its duties. The Committee may invite any manager to its meetings and seek their opinions. The Committee may also consult independent expert opinions on matters it deems necessary. The cost of consultancy services required by the Committee will be covered by the Company. Committee members are determined again at the first Board of Directors meeting after each Annual General Assembly meeting. The Committee reviews and evaluates the adequacy of this Regulation and submits any proposed changes to the Board of Directors for approval. In its report, which is submitted to the Board of Directors every two months, the Committee assesses the risk situation, points out any threats, and suggests solutions. The report is also sent to the auditor.

3. Structure of the Committee

The majority of the Committee members are members of the Company’s Board of Directors. If the Committee consists of two members, both of them are non-executive Board members; if the Committee consists of more than two members, the majority of the members must be non-executive Board members. The Executive Chairman/General Manager cannot serve in the committees. The Committee Chairman is selected from among the Independent Board Members.

4. Committee Meetings

The Committee meetings are held as frequently as required to carry out its duties effectively, and they are aligned with the regular meetings of the Board of Directors. The Committee can be called to a meeting upon the request of the Committee Chairman or a Committee member. Meetings will be held based on the agenda distributed by the Corporate Governance Secretariat (“Secretariat”) before the meeting. The decisions made in the Committee meetings are recorded by the Secretariat and archived. After each meeting, a written report, including a summary of the minutes, is submitted to the Board of Directors. The meeting minutes are kept in the Secretariat. The Committee may also meet via teleconference or by any other means. The Committee makes decisions with a quorum consisting of the majority of its members.

The Committee evaluates its goals, duties, and performance annually and reports the results to the Board of Directors.

5. Duties and Responsibilities

The Committee, in accordance with the risk appetite determined by the Board of Directors and the views of the Board, carries out the following tasks:

• Identifying all risks that may jeopardize the Company’s existence, development, and continuity, and assessing the likelihood and impact of such risks.
• Creating risk measurement models and risk management systems and reviewing their effectiveness at least once a year.
• Measuring and monitoring risks, providing the Board of Directors with information about risk factors, and issuing necessary warnings.
• Making recommendations for improving risk management practices and models to the Board of Directors.

The Committee works to ensure that all Company units and employees adopt and apply risk management policies and practices. The Committee meets as frequently as necessary to perform the tasks assigned. Meeting minutes are kept in writing, and meeting results are reported to the Board of Directors. Meetings may also be held using technological means if Committee members are unable to gather in person.

6. Amendments to the Regulation

Any proposed changes to this regulation are submitted by the Committee to the Board of Directors. The proposed amendments are discussed in the first meeting of the Board of Directors.

7. Effective Date

This regulation, along with any changes and updates, comes into force with the decision of the Board of Directors.