KARSAN OTOMOTİV SANAYİİ VE TİCARET A.Ş.
REMUNERATION POLICYFOR BOARD OF DIRECTORS MEMBERS AND MANAGERS WITH ADMINISTRATIVERESPONSIBILITIESThe Remuneration Policy of Karsan Otomotiv Sanayii ve Ticaret A.Ş. has been adopted
pursuant to the Capital Markets Legislation and accordingly the provisions in the CapitalMarkets Corporate Governance Principles. The purpose of the remuneration policy is todetermine the principles regarding the remuneration of the members of the Board of Directorsand managers with administrative responsibilities. Remuneration principles are determined bythe Corporate Governance Committee taking into consideration the long term targets of theCompany. While determining the principles of remuneration, the qualifications of the work
such as the importance, difficulty and the level of responsibility are taken into consideration.
While determining these principles it is aimed to form a balance between the remunerations
and to assure that the balance is obtained both within the company and in the market and it isaimed to protect the competitive market and that the remuneration is fair, objective,
appreciative, competitive and rewarding.
The company may not lend money, provide any credits, extend the terms of existing loans andcredits or improve the conditions thereof, and to provide credit under the name of any personalcredit means through a third person or to provide warranties such as surety to a member ofthe Board of Directors or managers with administrative responsibilities.
The remuneration principles of the members of the Board of Directors and managers withadministrative responsibilities that have hereby been put into writing are presented to theshareholders’ consideration in the general assembly meeting under a separate item in theagenda and the shareholders are given the opportunity to provide opinion in this respect. The
remuneration policy of our Company is indicated at the corporate website ofwww.karsan.com.tr.
1.

Board of Directors Remuneration Principles

A fixed fee, to be applied for the members of the Board of Directors is determined in theannually held ordinary general assembly meeting of the Company. While determining the fixedfee, different remuneration levels may be determined for especially the Board of Directors
members who are in executive positions and for the Board of Directors who are appointed tothe committees established in accordance with Corporate Governance principles. As forindependent members of the Board of Directors, the principle is to determine theirremuneration in a way to protect their independency; thus, their remuneration shall not bebased on the performance of the company. The principal is to determine the remuneration tobe paid to the members of the Board of Directors members based on the consideration ofethical rules, internal balance and strategic aims. Thus, as a principle the remuneration is not
associated with the profit or revenue or any other short term performance indicators.
Payments are made to the members of the Board of Directors pursuant to pro-rata principle
taking into consideration the office term as of the dates of appointment and resignation.
The expenditures (transportation, telephone, accommodation, insurance, representation etc.
expenses) borne by the Board of Directors in connection with the contributions they made to
the Company may be reimbursed by the Company.

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2.

The Remuneration Principles of Managers with Administrative Responsibilities

The remuneration of managers with administrative responsibilities of the company constitutefrom two components, fixed and performance-based.
Fixed Remuneration Payments: Comprises of regular cash payments made every month tothe managers with administrative responsibilities . Fixed remuneration is determined taking
into consideration the levels applicable in the market, the size of the company, ethical rules,
internal balance, strategic targets, microeconomic data, international standards, qualifications
and positions of the executives. As a principle, the fixed remunerations are not associatedwith the profit or revenue or any other short term performance indicators
Performance Based Fee Payments: Comprises of annual payments calculated with thecomponents of premium basis in accordance with the performances of managers withadministrative responsibilities and company performance. Premium basis; is calculated
taking into account the responsibility of executives required by their positions and the workload.
Company performance; is calculated in accordance with the achievement level of the targets
set for the Company and accordingly for the managers with administrative responsibilities atthe beginning of the year. The sustainability of success is taken into consideration while
determining Company targets.
The expenditures (transportation, telephone, accommodation, insurance, representation etc.
expenses) borne by the Managers with administrative responsibilities in connection with thecontributions they made to the Company may be reimbursed by the Company.

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