MEHMET ALI ERUSLU EDUCATION HEALTH AND CULTURE FOUNDATION OFFICIAL CHARTER

Article 1: The name of the foundation is Mehmet Ali ERUSLU Education Health and Culture Foundation. In this official charter, it shall be referred to simply as the Foundation.

Article 2: The administrative headquarters of the Foundation is Celal Dogan Boulevard No: 39, 2nd Organized Industrial Zone, Sehitkamil District, Gaziantep Province. The address may be changed within the same settlement area by decision of the board of directors. Any address change made within the same settlement area shall be notified to the relevant regional Directorate within 15 days from the date of change. Branches or representative offices may be opened in the country and abroad in accordance with the decision of the foundation's board of directors and the relevant legislation.

Article 3: The Purpose of the Foundation, established to realize education, health, culture, social and economic solidarity and mutual aid, is:

a) To provide all kinds of assistance to the poor, needy and destitute,

b) To open education, health and teaching institutions at every level in order to assist public services. To contribute to established and to-be-established educational and health facilities.

c) To build dormitories, provide food and accommodation, and grant scholarships to students attending intermediate and high schools, vocational schools, and universities.

d) To build and repair mosques and Quran courses for the dissemination of the Islamic religion.

Article 4: The Foundation may engage in the following activities to realize its purposes:

a) It opens all kinds of educational and teaching institutions, cultural facilities, courses, schools, universities, libraries, workshops, laboratories, and student dormitories in appropriate locations within the framework of the legislation.

b) Building and repairing mosques and Quran courses.

c) It supports talented and financially needy students in various ways to pursue their education; provides monetary and in-kind assistance such as scholarships, awards, and loans to young people pursuing education, specialization, and internships in the country or abroad, and to individuals achieving outstanding success in science, art, and similar fields at national or international levels.

d) It opens nursing homes, health and rehabilitation centers, hospitals, and health clinics for the elderly and needy.

e) Opening, renting, purchasing, partnering with, operating educational institutions, and developing and implementing joint programs with existing ones.

f) Organizing scientific, educational, cultural, and artistic courses, conferences, meetings, seminars, panels, symposia, exhibitions, and similar activities independently or in cooperation with institutions and organizations that provide info, money, materials, and similar support, or participating in those organized by others.

g) Opening educational and teaching institutions, development centers, and similar courses in line with scientific purposes, making publications, cooperating with public or private institutions and organizations operating in similar fields; providing reciprocal or non-reciprocal educational, teaching, research, and development scholarships.

h) Establishing, purchasing, renting, operating camps, dormitories, and facilities suitable for accommodation, shelter, rest, and social-cultural events, as well as sports and health facilities, nursing homes, kindergartens, and similar facilities.

i) Establishing all kinds of companies in the country or abroad, becoming a partner in established companies, making partnerships with foreign companies when necessary, or taking foreign partners into established companies to generate income for the Foundation in accordance with the legislation in force.

) Cooperating with all kinds of environmental preservation organizations to raise ecological awareness.

j) Cooperating with all kinds of real and legal persons, private institutions, associations and communities without legal personalities while executing services and works related to its purpose and activities, conducting joint activities with these persons and organizations, and making contracts when necessary.

Article 5: To achieve its purpose, the Foundation is authorized and empowered, as specified in Article 48 of the Turkish Civil Code, to possess and use movable and immovable properties of unrestricted quantity and value through donations, bequests, purchasing, and renting, except for legal restrictions; to sell, transfer, and alienate those it possesses in accordance with the provisions of the law on foundations; to make and have made land use conversions and planning amendments on immovable properties; to receive and spend their revenues; to use one or more immovable properties or their revenues acquired by the foundation one or more times in investments; to manage and dispose of movable properties and money acquired through donations, bequests, purchasing, and other ways, provided it is not contrary to the purposes and service subjects of the foundation; to buy securities and evaluate and sell them in line with the purpose of the foundation; to cooperate with domestic and, subject to legal permission, international foundations, real and legal persons engaged in similar works; to receive assistance from those other than public institutions and organizations, to make agreements to secure this assistance; to accept and use non-property rights on immovable properties such as easement, usufruct, habitation, construction, pledge, mortgage; to receive all kinds of guarantees, including pledge and mortgage of movable and immovable properties, for contracts to be established with current or future revenues; to accept valid bank letters of guarantee; to borrow when necessary to realize the purpose and service subjects of the foundation, to give pledges, mortgages, and other guarantees; to borrow when necessary in accordance with the purpose and service subjects of the foundation, to give guarantees, pledges, mortgages, and other guarantees; to obtain income from projects and all kinds of works carried out and to-be-carried out in line with the purpose and service subjects of the foundation; to establish economic enterprises and partnerships, to participate in established ones, to operate them directly or to have them operated by an operator under its supervision in accordance with ordinary business principles to provide income to the foundation; and to make initiatives, disposals, acquisitions of property, construction, and similar contracts deemed useful and necessary for the realization of one or all of the purpose and service subjects of the foundation. The Foundation cannot use this authority and its revenues for purposes prohibited by the Turkish Civil Code.

Article 6: The names and surnames of the founders of the Foundation are shown below: Okkas ERUSLU, Zeki ERUSLU, Kahraman ERUSLU, Mustafa ERUSLU

Article 7: The assets of the Foundation consist of:

a) 50,000.00 TL (Fifty thousand) blocked by the founders Okkas ERUSLU, Zeki ERUSLU, Kahraman ERUSLU, Mustafa ERUSLU at T. Vakiflar Bankasi Gaziantep Branch.

b) Rent, premium, commission, and other revenues to be obtained from the movable and immovable properties and securities of the Foundation, and revenues to be secured from their sales.

c) Revenues to be obtained from economic enterprises, companies, and other partnerships owned or partnered by the Foundation.

d) All kinds of conditional or unconditional donations made to the Foundation and found suitable for the purpose by the Board of Directors; donations to be made through testaments; revenues obtained as a result of cooperation with domestic and foreign foundations and organizations engaged in activities not contrary to the regulation on foundations established under the provisions of the Turkish Civil Code, and aid to be received from domestic or foreign foundations.

e) Revenues to be obtained from scientific studies, research, surveys, and projects.

f) Revenues to be obtained from activities such as publications, courses, seminars, exhibitions, charity sales, trips, all kinds of shows, fairs, panels, conferences, balls, dinners, teas, and pianos.

g) In-kind or cash entry donations to be made by new members to be accepted after the establishment, in the amount to be determined by the Board of Directors.

Article 8: Members who act and behave contrary to the purposes of the Foundation, damage its properties and facilities, cause material or moral damage to the Foundation, fail to fulfill commitments to the Foundation, or fail to fulfill these duties and obligations despite being assigned by the board of directors for the realization of the purpose of the Foundation, shall be warned in writing by the board of directors and invited to fulfill their commitments, remedy the damage caused, and perform their duties. If the warning remains ineffective, the board of directors proposes the permanent or temporary dismissal of the member from membership to the Board of Trustees. In case of a proposal, the issue is discussed and decided upon by the Board of Trustees.

Article 9: The Board of Directors represents the Foundation. The Board of Directors may delegate this representation authority to the Chairman of the Board of Directors and vice chairmen. The Board of Directors may also authorize one or more of its own members, or any one or more of its authorized officials, representatives, or branch representatives, to sign any contract, or draw up and transfer any contract, legal document, or deed on behalf and account of the foundation, globally or in specific cases and subjects, within the framework of the principles it specifies.

Article 10: The organs of the Foundation are:

a) Board of Trustees (Mutevelli Heyeti)

b) Board of Directors (Yonetim Kurulu)

b) Board of Auditors (Denetleme Kurulu)

Article 11: The Board of Trustees is the highest decision-making organ of the Foundation. The Board of Trustees of the Foundation consists of the real persons whose names are written below. The first board of trustees meets within one month following the registration of the foundation and accepts members to the board of trustees in order to form the board of directors and board of auditors as specified in Article 14. If a vacancy occurs in the board of trustees membership due to death, resignation, or another reason, a selection can be made for the vacant memberships upon proposal of the board of directors or the board of trustees members, and by decision of the 2/3 majority of the board of trustees. Members can be accepted to the board of trustees from real persons by decision of the 2/3 majority of the board of trustees. A board of trustees member who does not attend three consecutive meetings without a valid excuse shall be deemed to have resigned from the board of trustees membership. The names and surnames of the founding board of trustees members are shown below:\nOkkas ERUSLU, Zeki ERUSLU, Kahraman ERUSLU, Mustafa ERUSLU

Article 12: The Board of Trustees is the highest decision-making organ of the foundation. Its primary duties and powers are shown below:

a) To elect the active and substitute members of the Board of Directors,

b) To elect the active and substitute members of the Board of Auditors,

c) To discuss and examine the activity report, Balance Sheet, Income-Expense accounts prepared by the Foundation's Board of Directors, and the reports of the Board of Auditors, and to decide on the release of the board of directors and board of auditors,

d) To decide on the foundation's internal regulation drafts to be prepared by the board of directors, either as they are or by amending them,

e) To accept the annual budget drafts prepared by the board of directors, either as they are or by amending them,

f) When necessary, to make additions and changes to the Foundation Charter, to decide on the dissolution of the foundation and the allocation of the assets to be obtained as a result of liquidation,

g) To convey its own proposals and wishes to the board of directors,

h) To decide on the subjects presented by the Board of Directors,

i) To determine panel policies regarding foundation activities,

j) In cases where the Board of Directors is insufficient, negligent, at fault, or acts with intent in fulfilling the duties given to it by the official deed of the Foundation, the Board of Trustees may request the removal of all or part of the members of the Board of Directors from office through a court petition upon the written request of one-third (1/3) of its members,

k) To determine the contribution share to be paid to the Foundation by the members of the Board of Trustees each year,

l) To perform other duties provided in this Official Charter and in the legislation in force regarding Foundations.

Article 13: The Board of Trustees meets regularly at least once a year, at the call of the Board of Directors and in line with the agenda it prepares, at the latest by the end of February. The Board of Trustees may also meet extraordinarily upon the necessity seen by the Board of Directors or upon the written request of at least one-tenth of the Board of Trustees members to the board of directors. Members making an extraordinary meeting call are required to state the reason for the call as the basis for the agenda. Otherwise, the call for an extraordinary meeting shall be deemed not to have been made. The extraordinary meeting is organized within one month at the latest from the date the request reaches the Board of Directors. At extraordinary meetings, subjects not included in the announced agenda cannot be discussed. However, at a regular meeting, immediately after the formation of the presidency council, it is possible to add items to the agenda upon the written proposal of at least one-tenth of those present, except for subjects that will impose obligations and responsibilities on the foundation members, such as charter amendments. The meeting date, place, hour, and agenda shall be announced in a local newspaper at least seven days before the meeting day, or notified to the foundation representative and Board of Trustees members by a letter signed against signature to the last addresses they reported to the Foundation. The Board of Trustees meets with half plus one of the total number of members. If a majority cannot be achieved, the meeting is held at least one week later, on the same day and hour, at the same place, without seeking a majority. The decision quorum of the Board of Trustees is one more than half of those attending the meeting. In case of equality of votes, the vote of the assembly president counts as two votes. How the voting will be conducted is decided separately. Each member has a single voting right. A member who cannot attend the meeting may appoint another member from the Board of Trustees as a proxy. More than one proxy cannot be gathered in one person. The membership of a member who does not attend the Board of Trustees meeting three times in succession without excuse and without leaving a proxy shall terminate. All decisions taken by the Board of Trustees are recorded in the Board of Trustees decision book certified by a Notary. The signatures of the Board of Trustees Assembly President and Council members must be under these decisions.

Article 14: The Foundation Board of Directors consists of (9) active and (9) substitute members to be elected for two years by the Board of Trustees from among its own members or from outside, provided they do not constitute a majority. It is mandatory that members elected from outside the Board of Trustees do not constitute a majority in the board of directors. In the first meeting of the Board of Directors, a division of labor is made by electing a president, vice president, and treasurer. A substitute member is called to duty according to their order to replace a member whose Board of Directors membership ends for any reason before their term expires. The Board of Directors meets at least once a month. A member of the Board of Directors who does not attend (3) consecutive meetings or at least (4) meetings a year without a valid excuse shall be deemed to have resigned from this duty. The meeting quorum is (5), and decisions are taken by the majority of those present. In case of equality of votes, the president's vote counts as two votes. The Foundation Board of Directors may be called to an extraordinary meeting upon the written request of at least three members or by the foundation president. The decisions taken are written in the decision book certified by a notary and signed. Members whose terms expire can be re-elected. If the number of Board of Directors members falls below half of the total number of members due to vacancies, the Board of Trustees is called to a meeting within one month by the remaining Board of Directors members or the Board of Auditors.

Article 15: The Board of Directors is the administrative and executive organ of the Foundation. Its primary duties, powers, and responsibilities are:

a) It takes and implements all decisions in line with the purpose of the Foundation, opens and operates institutions and facilities suitable for the purpose of the foundation, rents, builds, demolishes and reconstructs when necessary, repairs, expands buildings, purchases immovable properties with the permission of the authorized authority, sells or disposes of them in some way with the authority given by the Board of Trustees, and makes all kinds of disposals on the immovable properties of the foundation in accordance with the laws.

b) It ensures that foundation activities are carried out regularly and efficiently in the light of the general policies determined by the Board of Trustees; when it deems necessary, it may establish permanent or temporary special organs or working groups within the budget limits to realize the purpose and service subjects of the foundation and to perform certain duties. In this context, it prepares the necessary internal regulations drafts and submits them to the approval of the Board of Trustees.

c) It conducts the necessary works regarding the evaluation of the Foundation's assets and acquiring new financial resources, and accepts conditional and unconditional donations (provided that the condition is not contrary to the foundation charter for conditional donations and the value of the donation does not exceed the value of a one-year budget, by decision of the Board of Directors).

d) It makes the necessary initiatives and executes transactions with all real and legal persons in legal, financial, and other matters on behalf of the foundation's legal entity. It files lawsuits and enforcement proceedings in favor of and against the foundation, and decides on settlement and release.

e) It appoints a director to the foundation, provided that the duties, powers, and responsibilities are clearly defined beforehand, and may establish a general secretariat of the foundation or similar auxiliary units, and terminates their duties when necessary.

f) It determines and appoints the personnel to be employed in the foundation. It determines their wages within the budget possibilities approved by the Board of Trustees and terminates their employment when necessary.

g) Within the framework of the relevant legislation, it decides on opening branches and representative offices in the country and abroad, and closing those already opened, and conducts the necessary transactions for this purpose.

h) It proposes to the Board of Trustees the honoring of individuals who have rendered important services to the Foundation.

i) It follows up and controls the accounting affairs of the Foundation, ensures that the income-expense statement and balance sheets are prepared at the end of the accounting period, sent to the relevant administration, and announced.

j) It implements the annual budget accepted by the Board of Trustees.

k) It performs the preparation transactions regarding the Board of Trustees meetings.

l) In the Board of Trustees meetings, it submits the foundation activity report for the period to release.

m) It informs the Board of Trustees about the works and meeting results of the Volunteers Board.

n) It performs other duties required by the relevant legislation, the foundation charter, and the internal regulations of the foundation.

o) The Board of Directors is free to form the executive committee defined in Article 16. However, if it is not formed, the duties and powers defined in Article 16 become the duties and powers of the Board of Directors.

Article 16: The executive committee consists of a total of five people: the Chairman of the Foundation Board of Directors, the Vice Chairman, the Treasurer Member, and 2 members to be elected by the Board of Directors from among its own members. Their term of office is one year. They can be re-elected at the end of their term of office. The executive committee meets at least once a week with at least three members when meetings of the Board of Directors are not held. It takes decisions regarding the Foundation. The decisions are written in the Executive Committee decision book certified by a notary, signed by the committee members, and implemented by the committee.

Article 17:

a) To ensure the implementation of the annual activity program and budget of the foundation approved by the Upper Boards of the Foundation (Board of Trustees and Board of Directors),

b) To follow up all the works of the foundation in line with the decisions taken by the Board of Directors, and to take and execute decisions regarding the foundation works within the framework of the authority given when meetings of the Board of Directors are not held,

c) To put into practice the regulations approved and enacted by the upper boards of the foundation,

d) Regarding the units or economic enterprises affiliated with the Foundation, to identify the issues deemed useful to be put on the agenda of the board of directors and present them to the board of directors,

e) To ensure that foundation activities are carried out regularly and efficiently in the light of the general policies determined by the upper boards of the foundation,

f) To conduct the necessary works regarding the evaluation of the foundation's assets and acquiring new financial resources within the framework of the authorities given,

g) To make the necessary initiatives and execute transactions based on these works with all real and legal persons in legal, financial, and other matters on behalf of the foundation's legal entity, and to decide on settlement and release,

h) To make proposals to the board of directors to reward individuals who have rendered important services to the foundation,

i) To follow up and control the works related to the accounts and records of the foundation, and if deemed necessary, to employ paid technical and expert persons for the review and execution of these duties,

j) To perform other duties required by the relevant legislation, the foundation charter, and the internal regulations of the foundation within the framework of the authorities given.

Article 18: The Foundation is subject to the audit of the Directorate General of Foundations and its upper bodies. In addition, the board of trustees of the foundation elects 3 active and 3 substitute members of the board of auditors for two years from among its own members or from outside, provided they do not constitute a majority. It is an organ established to audit the activities and accounts of the foundation. The board of auditors conducts its examinations on all books, records, and documents at least twice a year. It submits the report prepared as of the accounting period to the board of directors to be submitted to the Board of Trustees at least (15) days before the Board of Trustees meeting. Members of the board of auditors can attend the board of directors meetings if they wish, express opinions, and make suggestions, but they cannot participate in voting.

Article 19: The Board of Trustees determines whether an attendance fee or remuneration will be paid to the members of the board of directors and board of auditors other than public officials, and if so, its amount.

Article 20: Honorary members can be granted by the board of directors upon application of a member of the board of directors and positive votes of at least three members to persons who have rendered important material and moral services, aid, or contributions to the foundation or to the educational and teaching institutions affiliated with the foundation. The names of those who are given an honorary membership certificate are recorded in a special book. The person or persons receiving this title can attend the board of directors meetings, but they do not have voting rights in any organ of the foundation. Their views and suggestions are utilized.

Article 21: The foundation charter can be changed according to need. Changes to be made to the foundation charter are made upon the written proposal of the board of directors or at least one-fifth (1/5) of the Board of Trustees members, with the approval of at least two-thirds (2/3) of the total number of Board of Trustees members and by decision to be given by the court.

Article 22: The working and accounting period of the Foundation starts on January 1 and ends on December 31. The annual budget of the Foundation consists of the annual budget regulation and the income-expense charts of the foundation and, if any, its enterprises. The annual regulation includes subjects such as projected revenues and allocated expense appropriations, spending authorities and officials, methods of collecting revenues, document order regarding expenses and spending, amount of money to remain in the safe, and transfer authorities between sections and articles. Travel and expenses to be incurred by the foundation administrative board members and administrative personnel for foundation works within the framework of the board of directors decision shall be covered by the foundation, provided they are documented.

Article 23: In case of dissolution of the Foundation for any reason, its remaining assets and rights after liquidation of debts shall be transferred to another foundation whose aims and purposes are the same, by decision of the Board of Trustees. The dissolution of the foundation is possible upon the written proposal of the board of directors or at least one more than half of the total number of Board of Trustees members, with the approval of two-thirds (2/3) of the total number of board of trustees members and by decision to be given by the court.

Article 24: The revenues of the Foundation consist of:

a) Rent, premium, commission, and other revenues to be obtained from the movable and immovable properties and securities of the Foundation, and revenues to be secured from their sales.

b) Revenues to be obtained from economic enterprises, companies, and other partnerships owned or partnered by the Foundation.

c) All kinds of conditional or unconditional donations made to the Foundation and found suitable for the purpose by the Board of Directors; donations to be made through testaments; revenues obtained as a result of cooperation with domestic and foreign foundations and organizations engaged in activities not contrary to the Regulation on foundations established under the provisions of the Turkish Civil Code, and aid to be received from domestic or foreign foundations.

d) Revenues to be obtained from scientific studies, research, surveys, and projects.

e) Revenues to be obtained from activities such as publications, courses, seminars, exhibitions, charity sales, trips, all kinds of shows, fairs, panels, conferences, balls, dinners, teas, lottery activities, and wreath sales.

f) Revenues to be secured from private and corporate entities and institutions.

g) The member contribution share determined by the Board of Trustees each year.

Article 25:

a) 20% of the annual revenues of the Foundation is allocated and spent for management and maintaining management expenses, reserve funds, and investments to increase the assets of the foundation; while 80% is allocated and spent in line with the purpose and service subjects of the foundation.

b) All or part of the appropriations set aside for management and maintaining management expenses, reserve funds, and investments to increase the assets of the foundation may be allocated to services directed towards the purpose and service subjects of the foundation.

c) Appropriations allocated to the purpose and service subjects of the foundation are required to be spent within the working period. However, all or part of these appropriations can be kept in a fund for a certain period for the realization of certain projects.

d) Appropriations allocated to the purpose and service subjects of the foundation cannot be used for another purpose and service subject under any circumstances. Appropriations allocated to management and maintaining management expenses can be used for reserve funds or investments to increase the assets of the foundation.

e) In accordance with the provisions of the Regulations on Education, Health and Scholarship aid to be put into practice by the Board of Directors, scholarship aid is provided to poor, orphaned, and needy students, as well as students successful in their education life, and students talented in sports and arts.

f) It is mandatory that at least 10% of the capacity in educational institutions to be established by the Foundation is allocated to students who are talented but lack financial means, and at least 10% of the services and bed capacity in health facilities is allocated to patients who lack financial means.

g) The accounts and records of the Foundation are kept according to the balance sheet method, and books are kept. Annual budgets enter into force after the approval of the Board of Trustees.

h) Implementation is made by ordering the purpose and service subjects in proportion to the convenience of the Foundation's income sources.

i) For opening and closing accounts in banks, and drawing money, the signatures of two persons to be assigned by the Board of Directors together are required.

j) For matters not specified and regulated in the foundation charter, the relevant law, regulations, and bylaws, and the related general rules of law apply.

Okkas ERUSLU is fully authorized in every matter to carry out the establishment transactions of the foundation.

The first board of directors members formed to serve until the first board of trustees meeting are as follows:

ACTIVE MEMBERS:

1- Okkas ERUSLU

2- Zeki ERUSLU

3- Kahraman ERUSLU

4- Mustafa ERUSLU