ARTICLE 6: The Company has adopted the registered capital system in accordance with the provisions of the Capital Markets Law and has transitioned to this system with the permission of the Capital Markets Board dated 30.01.2012 and numbered 1132.
The registered capital ceiling of the company is 600,000,000 TL (six hundred million Turkish Lira), divided into 600,000,000 (six hundred million) shares, each with a value of 1 TL (one Turkish Lira).
The Company's issued capital is 300,000,000 TL (three hundred million Turkish Lira) and has been fully paid without any collusion. This capital is divided into 300,000,000 (three hundred million) shares, each with a value of 1 TL (one Turkish Lira); 37,350,000 (thirty-seven million three hundred fifty thousand) shares are Group A and registered, 262,650,000 (two hundred sixty-two million six hundred fifty thousand) shares are Group B and bearer shares.
The previous capital of 50,000,000 TL (fifty million Turkish Lira) was fully paid, and this time, 250,000,000 TL (two hundred fifty million Turkish Lira) was raised in cash through a capital increase without any restrictions. For the increased capital, shareholders shall be given shares in proportion to their pre-emptive rights.
The Board of Directors is authorized to increase the capital by issuing new shares up to the registered capital ceiling when deemed necessary in accordance with the provisions of the Capital Market Law and to decide on the limitation of the rights of privileged shareholders and the limitation of the pre-emptive rights of shareholders. The authority to issue new shares cannot be used in a way that leads to inequality between shareholders.
The registered capital permit issued by the Capital Markets Board is valid for the years 2022-2026. Even if the permitted capital ceiling is not reached by the end of 2026, after 2026, the Board of Directors can make a capital increase decision; however, for the previously allowed ceiling or a new ceiling amount, it is obligatory to obtain authority from the General Assembly for a new period by obtaining permission from the Capital Markets Board. If this authority is not obtained, the company cannot increase its capital by the decision of the Board of Directors.
In cases where shares remain after exercising the pre-emptive rights in capital increases, all newly issued shares are offered to the public at or above the nominal value.
In the event that new shares are issued through a capital increase, the newly issued Group A shares are registered, and Group B shares are bearer shares.
New shares cannot be issued unless the fees are fully paid by the shareholders.
ARTICLE 7: GROUP A SHARES ARE REGISTERED. THE TRANSFER OF THESE REGISTERED SHARES IS SUBJECT TO THE APPROVAL OF THE BOARD OF DIRECTORS AND MUST BE RECORDED IN THE SHARE LEDGER.
GROUP A SHAREHOLDERS ARE REQUIRED TO OFFER THEIR SHARES TO OTHER GROUP A SHAREHOLDERS AS IDENTIFIED BELOW (PRE-EMPTION RIGHT):
THE PARTIES SHALL MUTUALLY DETERMINE THE VALUE OF THE SHARES TO BE TRANSFERRED. IF NO AGREEMENT IS REACHED ON THIS VALUE, THE VALUATION SHALL BE CONDUCTED WITHIN ONE MONTH BY AN INDEPENDENT AUDIT ORGANIZATION JOINTLY APPOINTED BY THE PARTIES. IF ALL OR MORE THAN ONE OF THE GROUP A SHAREHOLDERS WISH TO BUY THE SHARES, THE SHARES SHALL BE SOLD TO THESE SHAREHOLDERS IN PROPORTION TO THEIR SHARES IN THE COMPANY AS OF THE DATE OF THE TRANSFER NOTIFICATION.
IF NO REQUEST IS RECEIVED FROM OTHER GROUP A SHAREHOLDERS WITHIN 5 (FIVE) DAYS AFTER THE DETERMINATION OF THE VALUE OF THE REGISTERED SHARES, THE SELLER IS FREE TO SELL THE GROUP A SHARES TO ANY THIRD PARTY, SUBJECT TO THE APPROVAL OF THE BOARD OF DIRECTORS, AT THE DETERMINED VALUE AND UNDER THE SAME CONDITIONS. IF IT IS DESIRED TO SELL THE SHARES AT A LOWER VALUE OR UNDER DIFFERENT CONDITIONS, THE PROCEDURE FOR EXERCISING THE PRE-EMPTION RIGHTS OF THE OTHER GROUP A SHAREHOLDERS WILL BE REPEATED. IF THE PROCEDURES SPECIFIED FOR THE TRANSFER OF GROUP A SHARES ARE NOT FOLLOWED, THE BOARD OF DIRECTORS MAY REFRAIN FROM REGISTERING THE SHARE TRANSFER IN THE SHARE LEDGER.
THE TRANSFER OF GROUP B SHARES IS FREE.
ARTICLE 10: The Company shall be managed by a Board of Directors consisting of 5 (five) members to be elected by the General Assembly for a maximum term of three years in accordance with the provisions of the Turkish Commercial Code and this Articles of Association. The General Assembly may decide to renew the Board of Directors even if the election period has not ended.
The Board of Directors is elected from among the candidates nominated by the shareholders. Specifically, a maximum of 2/3 of the board members must be selected from among the candidates nominated by Group A shareholders. When determining the number of board members, the number resulting from the application of the above ratio for Group A shareholders is rounded down. Each Board of Directors member is determined by the decision of the participants from the share group or share groups that nominated them. Although all shareholders have the right to nominate a member of the Board of Directors, their candidacy must be approved by the General Assembly. For the election of the Board of Directors, the nomination of Group A shareholders must be approved before the election. If Group A shareholders cannot make nominations, then the nominations shown by Group B shareholders shall be considered.
The members of the Board of Directors are elected for a maximum term of three years. Members of the Board of Directors whose term has expired can be re-elected. When a vacancy occurs during the term of office, a temporary member shall be appointed by the Board of Directors to complete the remaining term. The provisions of paragraph 2 of this article must be observed in such appointments. The elected member shall be submitted for approval at the General Assembly meeting held in accordance with the provisions of the Turkish Commercial Code.
ARTICLE 11: The Board of Directors shall meet as needed, at least once every month. The Board of Directors convenes with the majority of the total number of members and makes decisions with the majority of the members present at the meeting. This rule also applies if the Board of Directors meets electronically. Votes are cast as acceptance or rejection. A member who votes for rejection must write the rationale for their rejection under the decision.
However, decisions related to the following subjects require the consent of all board members nominated by the group shareholders:
1.Determination of signature authorities for representation and binding in front of third parties
2.Decisions on increasing and decreasing capital
3.Guarantees to be given to banks and other persons and organizations for the debts of individuals
4.Commitments to banks and third parties
5.Participation in existing or new partnerships
6.Obtaining credit
7.Appointment of top executives responsible for the company's financial affairs
8.Approval of share transfers
9.Election of the Chairman and Deputy Chairman of the Board of Directors, and General Managers
10.Annual budget approval
11.Determination of wage policies
12.Engaging in new business areas
13.Determination of the dividend distribution policy to be proposed to the General Assembly
Members of the Board of Directors cannot vote on behalf of each other or participate in meetings through proxies.
If votes are tied, the issue is deferred to the next meeting. If there is still a tie at the second meeting, the proposal is deemed rejected.
Members of the Board of Directors may participate in meetings through any technological method that provides remote access.
Those entitled to attend the board meeting of the company may also participate in these meetings electronically in accordance with Article 1527 of the Turkish Commercial Code. In addition to the provisions of the Communiqué on the Boards to be held electronically in addition to the General Assemblies of the Commercial Companies, the company may establish an electronic meeting system or purchase services from systems created for this purpose to allow beneficiaries to participate in these meetings electronically. In such meetings, it is ensured that the rights holders can exercise their rights specified in the relevant legislation within the framework outlined in the Communiqué.
If none of the members wish to hold a meeting, the decisions of the Board of Directors may be made by the proposal of one member on a particular issue and the written approval of the majority of the total number of members. The fact that the same proposal was made to all members of the Board of Directors is a requirement for the validity of the decision made in this way. The approvals do not need to be on the same paper; however, for the decision to be valid, all papers with the approval signatures must be attached to the decision book or transformed into a decision document containing the signatures of those who accepted it.
The validity of the decisions depends on them being written and signed.
ARTICLE 14: The General Assembly shall be convened in accordance with the Turkish Commercial Code, the Capital Market Legislation, and the provisions of this Articles of Association. The Ordinary General Assembly convenes at least once a year, within three months from the end of the company's accounting period, to discuss the issues on the agenda prepared by the Board of Directors, in accordance with Article 413 of the Turkish Commercial Code, provided that Article 29 of the Capital Markets Law is observed.
The Extraordinary General Assembly convenes according to the law and the provisions written in this Articles of Association in cases and at times required by the company's affairs to take the necessary decisions. The place and time of the Extraordinary General Assembly shall be announced in accordance with the provisions of the Turkish Commercial Code and the Capital Market Legislation.
MEETING PLACE
ARTICLE 15: The General Assembly shall convene at the company's headquarters or at a suitable place in the city where the Board of Directors is located.
MINISTRY REPRESENTATIVE AT THE MEETING
ARTICLE 16: The representative of the Ministry of Customs and Trade shall be present at both ordinary and extraordinary General Assembly meetings. The decisions taken at General Assembly meetings held without the presence of the commissioner are not valid.
Article 17
17.1. Invitation Form: In the invitation to the General Assembly meetings, the relevant provisions of the Turkish Commercial Code, the Capital Market Law, and the Capital Markets Legislation shall apply.
17.2. Notification: Ordinary and extraordinary general assembly meetings are notified to Borsa İstanbul A.Ş. and the Capital Markets Board at least 3 (three) weeks before the date of the meeting. Notifications for the Ordinary and Extraordinary General Assembly meetings shall be made within the framework of the provisions of the Turkish Commercial Code and the Capital Market Legislation. This notification includes the agenda and other documents related to the meeting. The provisions of the Capital Markets Law, the relevant capital market, and other legislation must be complied with in these notifications.
17.3. Voting and Appointment of Proxy: The shareholders or their proxies present at the ordinary and extraordinary general assembly meetings have 15 (fifteen) votes per share for Group A shares; the voting right for Group B shares is 1 (one) vote per share. At the general assembly meetings, shareholders may be represented by proxies appointed from among other shareholders or externally. Proxies who hold shares in the Company are authorized to use the votes of the shareholders they represent, in addition to their own votes. The provisions of the power of attorney in the capital market legislation are complied with.
Proxy appointments made from the Electronic General Assembly System must be in writing, provided that the proxy is given in writing.
In the use of votes, the provisions of the Turkish Commercial Code, the Capital Markets Law, and other relevant legislation shall be complied with.
17.4. Voting Model: At the general assembly meetings, votes are cast by raising hands or electronically. However, at the request of shareholders representing one-tenth of the shares present at the meeting, a secret vote must be conducted. The regulations of the Capital Markets Board are complied with in this regard.
**17.5. In the selection of the members of the Board of Directors, Group A shares have 15 (fifteen) votes per share; Group B shares have 1 (one) vote per share.
17.6. General Assembly Presidency: The Chairman of the Board of Directors chairs the General Assembly meeting, or in their absence, the Vice Chairman of the Board of Directors or a member elected by the Board of Directors. The General Assembly may elect a Secretary and a Vote Collector from among the shareholders.
17.7. Negotiations and Decision Quorum: At the General Assembly meetings, the issues specified in the Turkish Commercial Code are discussed and necessary decisions are made. The meeting quorum and decision quorum at the General Assembly meetings are subject to the provisions of the Turkish Commercial Code, provided that the regulations in the Capital Markets Law are first complied with.
For the issues specified in Article 421 of the Turkish Commercial Code, the meeting quorum in Article 418 of the Turkish Commercial Code shall apply.
17.8. Internal Directive: The Board of Directors shall prepare an internal directive containing the rules regarding the working procedures and principles of the General Assembly in accordance with the relevant provisions of the Turkish Commercial Code and the regulations and communiqués enacted within the framework of this law and submit it to the approval of the General Assembly. The internal directive approved by the General Assembly shall be registered and announced in the trade registry.
17.9. Participation in the General Assembly Meeting in Electronic Environment: Rights holders who have the right to attend the General Assembly meetings of the company may also participate in these meetings electronically in accordance with Article 1527 of the Turkish Commercial Code. In accordance with the provisions of the regulation on the General Assemblies to be held in joint stock companies, the company can establish an electronic General Assembly system or purchase services from systems created for this purpose to allow rights holders to participate in the General Assembly meetings electronically, make statements, submit proposals, and vote. In accordance with this provision of the Articles of Association, rights holders and their representatives are able to exercise their rights specified in the provisions of the said regulation.
17.10. Meeting Participation: At least one board member, one auditor, and at least one of the officers responsible for the preparation of financial statements must be present at the General Assembly meeting.
All issues related to the General Assembly shall be regulated in accordance with the Capital Markets Law, the relevant Capital Market Legislation, and the Turkish Commercial Code. In this regard, the Corporate Governance Principles announced by the Capital Markets Board to the public are taken into consideration.