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Corporate Overview and
Governance

REMUNERATION POLICY

FOR BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT

This policy document defines the remuneration system and practices adopted with regard to members of the board of directors and senior management who have assumed administrative responsibilities within the scope of CMB regulations. Our Company has defined the senior management team* as the Members of the Board of Directors, General Manager, Deputy General Managers, and Directors who report directly to General Manager in relation to the Company's core business activities. In accordance with the Turkish commercial code and article 12 of Aygaz A.Ş. Articles of Association, a fixed remuneration is determined for the board membership functions of all members of the Board at the Annual General Meeting of the Company. Pro rata payment is made to the members of the Board of Directors by taking into account the time they carried out their duty between the date of appointment and the date of resignation.

Besides, Executive members of the Board are compensated in accordance with the policy established for senior executives, as outlined below.

In order to contribute to the Company’s activities, members who are assigned certain functions in addition to their role as Board Members may be granted additional benefits for these functions, in addition to the fixed remuneration determined at the Annual General Meeting. Such benefits may be provided within the framework of the opinion of the Corporate Governance Committee, which is also responsible for fulfilling the duties of the Nomination and Remuneration Committee in our Company.

The president and members of the Executive Committee, which will support the Company’s Board of Directors in all matters related to the operations of the Company and coordinate between the Board of Directors and the administrative structure, may be remunerated at the end of each year for their contributions, their participation in meetings, and on the basis of the functions they serve, in an amount determined by the Board of Directors within the framework of the opinion set forth by the Corporate Governance Committee. If a payment has been made to the members of the Executive Committee during the year, this amount shall be set off at the end of the year from the determined amount.

The performance-based payment plans of the Company may not be used in the remuneration of independent members of the board of directors.

Expenses incurred by members of the board of directors in the course of their contributions to the Company (transportation, telephone, insurance costs) may be borne by the Company.

The remuneration of Senior Executives consists of two components, which are fixed and performance based.

Our remuneration management systems are established and applied in line with fair, objective, competitive, rewarding and motivating criteria and primary goals that recognize high performance.

Fixed salaries of executives are determined in accordance with international standards and legal obligations by taking into account the prevailing macroeconomic data in the market, the salary policies prevailing in the market, the size and long-term targets of the Company and the positions of the persons. With the remuneration policy, the main goals are to increase employee motivation and engagement by taking into consideration internal equity in the company and market compatibility, and to attract employees that have competencies capable of achieving our strategical business goals.

Bonuses for executives are calculated according to the bonus base, the performance of the Company and the individual performance in a way that will support companies to exceed business goals encourage high performance and reward sustainable success. A summary of the criteria is as follows:

Bonus Base
Bonus Bases are updated at the beginning of each year. They vary depending on the work volume of the executives’ positions. When updating the bonus bases, senior management bonus policies in the market are taken into account.
Company Performance
The performance of the Company is determined at the end of the year by measuring the financial and operational targets (i.e. market share, exports, overseas operations, productivity) assigned to the Company at the beginning of each year. In determination of the Company’s targets, the sustainability of success and the degree to which it incorporates improvements over previous years are the principles taken into account.
Individual Performance
In the determination of individual performance, the individual and collective objectives and key results determined by senior executives together with their teams and executives are taken into account. In the measurement of individual performance, the principle of achieving long-term sustainable improvement in areas and compliance with Environmental, Social and Governance (ESG) policies apart from the financial dimension are also observed.

Severance payments may be granted to the key executives by taking into account total term of service, term of service as an executive, as well as contributions made to the Company, the recent bonus base, and the salaries and bonuses paid in the last year of service.

Total amounts determined by the above principles and paid to the members of the Board of Directors during the year are submitted for shareholder approval at the next General Meeting

*The senior management structure of Aygaz has been defined as the Members of Board of Directors, General Manager, Deputy General Managers, and Directors who report directly to the General Manager in relation to the Company’s core business activities.