Corporate Governance Decleration

This Corporate Governance Declaration has been prepared by Park Elektrik Üretim Madencilik Sanayi ve Ticaret A.Ş.for disclosing to public the commitments concerning its compliance with Corporate Governance Principles, its level of compliance with such principles and its reasoning where not complied with.

Park Elektrik Üretim Madencilik Sanayi ve Ticaret A.Ş. completed at the end of 2004 the study, which it started with “İyi Şirket” Danışmanlık A.Ş. with a view to establishing, in the body of the Company, the concept of Corporate Governance and its mechanisms, which spread in the world fast and are deemed to be sine qua non for a good management. This study was issued by the Capital Market Board as of July 2003 and entails Corporate Governance Principles as well as international principles and sector implementations. After having being discussed, the study has been ratified at the Company’s Board of Directors Meeting dated April 26th, 2005. The Corporate Governance practices were updated each year and continued thereafter.

Park Elektrik Üretim Madencilik Sanayi ve Ticaret A.Ş. proves its commitment to the principles of transparency, equality, responsibility and accountability, which constitute the keystones of the Corporate Governance, with its fast adaptation with the study carried out in the body of the Company and with its efforts relating to these principles. Unlike many companies quoted on the stock market, Park Elektrik is one of the rare companies that have handed over the management of the Company entirely to professionals. Board of Directors entirely consists of professionals and this situation fully complies with the corporate governance principles. In line with this study, the Company’s executive management and all of its employees have promptly adopted the “Corporate Governance” system formed in the Company and its mechanisms. The Company amended its articles of association in parallel with the Corporate Governance Principles at the Ordinary General Assembly held on June 14, 2005.

In summary, the amended articles of association include arrangements concerning rights granted to minority shareholders, freedom of share transfer, independence of the Board of Directors, order of the Board of Directors meetings, establishment of secretaria, constitution of committees and their independency, election criteria concerning members of the Board of Directors and arrangements concerning the general assembly. Permanency of the Corporate Governance Principles was guaranteed by such amendments made to the articles of association. The Company has made arrangements in the Board of Directors with a view to increasing its efficiency. Number of Board of Directors members has been increased from 5 to 9, two independent members have been assigned, and the structure of the Board of Directors has complied with the corporate governance principles. Election of independent members as committee members, and consequently, presence of independent members in committees has been ensured.

A secretariat has been formed under the Board of Directors in order to keep and archive the minutes of Board of Directors meetings and enable the Members of the Board of Directors to easily access in the Company information. As per Article 3 of the Communiqué Serial: X, No: 19 issued by the Capital Market Board, certain arrangements have been realized in line with the Corporation Governance Principles, by increasing the effectiveness of the Audit Committee, which was established before. As a secondary committee under the Board of Directors, a Corporate Governance and Appointment Committee has been formed, its working principles have been determined and its members have been appointed. All beneficiaries have been granted the right to access information in an equal, complete, coordinated and rapid manner by building a website for the Company under the principles of transparency and disclosure to public. It is aimed by such disclosure that a management creating responsibility and value is ensured.

The Corporate Governance Principles are aimed at strengthening and increasing the confidence of our existing and potential investors, our employees, regulatory authorities and international and national public opinion. There exist two main principles, within the scope of the Corporate Governance Principles, however not adopted by Park Elektrik Üretim Madencilik A.Ş. for the sake of the Company: these are cumulative voting system and submitting the real estate sales to the General Assembly for ratification. The Company is at the moment unable to apply these two principles based on the facts that these would considerably interrupt the decision-making process and result in waste of time.

Chairwoman of the Board of Directors