Main Contract
REYSAŞ TAŞIMACILIK VE LOGISTICS TİCARET ANONİM ŞİRKETİ
MASTER CONTRACT
ESTABLISHMENT:
Article-1
"REYSAŞ OTO KİRALAMA TURİZM VE TAŞIMACILIK LİMİTED ŞİRKETİ" registered under 74236 number of Ankara Trade Registry, changed its form in accordance with Article 152 of the T.T. A Joint Stock Company has been established in accordance with the provisions of the “Establishment”.
1- İ.YALÇIN ÇEVİKEL is a Turkish Citizen
Cinnah Cad. Katip Celebi Sok. No:2/2 Çankaya/ ANKARA
2- RIFAT VARDAR T.R. Nationality
Cinnah Cad. Katip Celebi Sok. No:2/2 Çankaya/ ANKARA
3- DURMUŞ DÖVEN is a Turkish Citizen
Cinnah Cad. Katip Celebi Sok. No:2/2 Çankaya/ ANKARA
4- MUSTAFA H. ULUG KIIZILKEÇELİ T.R. Nationality
Cinnah Cad. Katip Celebi Sok. No:2/2 Çankaya/ ANKARA
5- EROL DÖVEN T.R. Nationality
Cinnah Cad. Katip Celebi Sok. No:2/2 Çankaya/ ANKARA
COMPANY TITLE:
Article-2
The title of the company is “REYSAŞ TAŞIMACILIK VE LOGISTICS TİCARET ANONİM ŞİRKETİ”. It will be briefly referred to as the “Company” in this agreement.
PURPOSE AND SUBJECT OF THE COMPANY:
Article-3
Carrying cargo and passenger transportation by land, sea and air by all kinds of vehicles, leasing the vehicles purchased, renting vehicles and carrying cargo and passengers with them, acting as an agency and dealership of transportation vehicles, dealing with the trade of transportation vehicles, maintenance and repair of road vehicles, petroleum and products, selling, distribution, stocking dealership, establishment of fuel stations, domestic and international transportation of petroleum and fuel oil and all its products.
To carry out activities within the scope of the Road Transport Regulation. to operate inland logistics. In addition, domestic and international transportation of movable goods, international shipping, fuel oil and mineral oil trading, distribution, dealership, buying and selling textiles, electronics, leather, furniture, paper and all kinds of products. Maintenance and repair of road transport and road vehicles.
Provided that it is related to its purpose and subject, the company acts as a representative and broker, deals with contracting works and participates in tenders. It provides maintenance services for the purpose of ensuring the profitable operation of the machinery, tools and devices it represents and imports related to its field of activity. It establishes, leases and operates the necessary facilities for these works. It concludes investment contracts within the framework of foreign capital legislation. It establishes all kinds of organizations and participates in established organizations in order to better market the semi-finished and finished products in the domestic and foreign markets in the raw materials that it imports and exports and domestically trades.
All kinds of production and consultancy services related to its subject are established and loaded to the enterprise. It establishes real and legal domestic and foreign companies and participates in established companies. The provision of Article 21/1 of the Capital Markets Law is reserved.
It buys, rents, buys, builds, sells, rents and leases all kinds of installations, equipment vehicles necessary for the works within its scope, opens exhibitions and sales places for the display of the company's goods, provides useful know-how for these activities related to its subject. How permission includes rights such as licenses, patents, privileges, trademarks, uses and leases to third parties partially or completely, transfers them, takes over those belonging to others, internal and external loans, internal and external financing institutions and domestic and foreign financing institutions for the facility to be established. from foreign enterprises and makes all kinds of savings necessary for them. It acts as an agency and dealer of transport vehicles. It buys, sells and distributes computing machines.
The company is authorized to pack the above-mentioned works and services, purchase and sale, distribution.
The Company can buy and sell real estates, rent, lease and re-lease them, take pledges, remove the established pledges, take mortgages either directly or from third parties, remove the established mortgages, in order to inform the investors, the Capital Markets Board Board Provided that necessary explanations are made, it can give pledges and mortgages on the assets in its portfolio, either directly or in favor of third parties; may make savings in favor of third parties, establish easement, usufruct, construction right, transfer and surrender, in addition to these, the rights of preemption, fidelity and participation arising from the contract in favor of the Company, real estate sales promise agreements and the provisions of the Civil Code. may establish other real rights in accordance with the law, carry out all necessary transactions including leaving the road or greenery, leaving the park, partition, barter, genus correction, subdivision, merger (unification), subdivision, donation, registration, transfer and waiver of these rights, It may perform and execute all transactions authorized by it, establish these rights, and abolish established rights.
The principles determined within the framework of the Capital Markets Law are complied with when the company gives guarantees, suretyships, guarantees or pledges, including mortgages, on its own behalf and in favor of third parties.
The Company may undertake international passenger and goods transportation by road, international goods and passenger transportation agency by road, and international transportation brokerage by road.
It can buy or sell all kinds of stocks, bonds, bills, and other capital market instruments from public and private companies and institutions on or outside the ISE, provided that they are not intermediary and portfolio management.
The company also makes donations and aids to any legal or real person within the framework of the Capital Market Legislation, in a way that does not violate the hidden earnings transfer regulations of the Capital Market Law, provided that the necessary material event disclosures are made and submitted to the information of the shareholders at the general assembly, in a way that does not hinder its purpose and subject. can be found. The upper limit of the donations to be made is determined by the general assembly and the donation amount is added to the distributable profit base.
In order to make changes in the purpose and subject of the Company, it is necessary to obtain the permissions of the relevant Ministry and the Capital Markets Board.
HEADQUARTERS AND BRANCHES OF THE COMPANY:
Article-4
The headquarters of the company is in Istanbul, Üsküdar district. Address: Üsküdar, Küçük Çamlıca Mahallesi Erkan Ocaklı Sokak No: 13.
In case of a change of address, the new address is registered with the trade registry and announced in the Turkish Trade Registry Gazette. It is also notified to the Ministry of Customs and Trade and the Capital Markets Board.
The notification made to the registered and announced address is deemed to have been made to the company. Even though it has left its registered and announced address, this situation is considered as a reason for termination for a company that has not registered its new address in due time. The Company may open branches, correspondents and liaison offices in Turkey and abroad in accordance with the laws in force and by notifying the relevant authorities.
TERM OF THE COMPANY:
Article-5
The company was established indefinitely.
TYPE OF CAPITAL AND SHARES:
Article-6
The company has accepted the registered capital system in accordance with the provisions of the Capital Market Law and has adopted this system with the permission of the Capital Markets Board dated 15.05.2009 and numbered 14/336.
The registered capital ceiling of the company is 600,000,000.-TL (six hundred million Turkish Liras), divided into 600,000,000 (six hundred million) shares, each with a nominal value of 1- TL (one Turkish Lira).
The registered capital ceiling permission granted by the Capital Markets Board is valid for the years 2021-2025 (5 years). Even if the authorized registered capital ceiling has not been reached at the end of 2025, it is obligatory to obtain authorization for a new period not exceeding 5 years from the general assembly by obtaining permission from the Capital Markets Board for the ceiling or a new ceiling amount. If the said authorization is not obtained, no capital increase can be made with the decision of the board of directors.
The issued capital of the company is 250,000,000 TL (two hundred and fifty million Turkish Liras), and the said issued capital has been fully paid, free of collusion. The Company's issued capital consists of 14.000.000 Group A (Privileged), 3.500.000 Group B (Privileged), 232.500.000 Group C (Non-Privileged) units, each with a nominal value of 1 TL (One Turkish Lira). It consists of .000 (two hundred and fifty million) shares.
The previous 119,350,000 TL (one hundred nineteen million three hundred and fifty thousand Turkish lira) capital of the Company was fully paid by the shareholders. The company has met the entire capital of 130.650.000 TL (one hundred thirty million six hundred and fifty thousand Turkish Liras) in cash (by using the priority right).
In accordance with the provisions of the Capital Markets Law, the Board of Directors is authorized to increase the issued capital by issuing new shares up to the registered capital ceiling, to limit the rights of privileged shareholders, to limit the shareholders' right to purchase new shares, and to issue shares with a premium or below the nominal value when deemed necessary.
The authority to restrict the right to buy new shares cannot be used in a way that causes inequality among the shareholders.
The capital of the company can be increased or decreased in accordance with the Turkish Commercial Code, Capital Market Legislation and related legislation.
Group A and Group B shares, each with a nominal value of 1.-TL, are registered shares and Group C shares are bearer shares.
In accordance with the Turkish Commercial Code and Capital Market Legislation, A Group shareholders can always; Group A shares can be converted into Group C shares, and Group B shareholders can always convert Group B shares into Group C shares upon their request to the Company. In capital increases, each shareholder has the right to receive a share of the capital increased in proportion to his/her share in the company.
In case of such a transformation request, the company's Board of Directors will immediately take all necessary steps to achieve the transformation as soon as possible.
It shall be monitored within the framework of dematerialization principles shares representing the capital.
TRANSFER OF SHARES:
Article-7
Group C shares are freely transferable within the framework of the legislation.
7.1 A and B Group shareholders may freely transfer their shares to other shareholders from the same group. These transfers are registered in the share ledger by the Company, regardless of any record. A Group or B Group shareholder (“Transferee”) who does not have its own subsidiary and wishes to sell or transfer its shares in the Company to a third party (“Transferee”), to other shareholders in the same share group (“Other Shareholders”) with respect to the said shares: will grant pre-emption rights.
a) The Transferor shall send a written notice (“Notice of Transfer”) to the Other Shareholders by registered letter stating the number of shares to be sold or transferred (“Offered Shares”), the identity of the prospective Transferee, each share price and other terms of the possible transfer. Prospective Transfer must be based on good faith principles. The Transferor shall, upon request, provide the Other Shareholders with a copy of the documents containing the terms the Transferee has offered or accepted to purchase the Offered Shares and any additional information reasonably requested by any Shareholder regarding the Transferee.
b) Within fifteen (15) days following the receipt of the Transfer Notice, Other Shareholders shall notify the Transferor in writing whether they wish to purchase the Offered Shares at the price and conditions specified in the Transfer Notice.
c) If the Offered Shares are intended to be purchased by Other Shareholders in accordance with Article 7.1(b). The Transferor will sell these shares to Other Shareholders. If more than one shareholder wishes to purchase the Offered Shares, the Offered Shares will be allocated to these shareholders in proportion to their shares in the Company as of the date of the Other Shareholders' Notice of Transfer.
d) Other Shareholders who have purchased the Offered Shares must complete the purchase of all the Offered Shares within sixty (60) days following the receipt of the Notice of Transfer. This period is extended by the Board of Directors until the time required for official approvals.
e) If one or more of the Other Shareholders do not confirm in writing within the fifteen (15) days period specified in Article 7.1(b) that they wish to purchase the Offered Shares, or if all of the Offered Shares are not purchased in 7.1(d). ) within the sixty (60) days period, as stated in Article ) of the Transferor, all (not less) of the Shares Offered, within one hundred and twenty (120) days following the date of the Transfer Notice, provided that it is subject to the provisions of Article 7.5. It may sell or transfer it to the Transferee at a price not lower than the price specified in the .
7.2 In the event of any change in the terms and conditions of the offer made to the Other Shareholders, a new notice must be sent to the Other Shareholders and a new offer must be made in accordance with clause 7.1(a) above. This provision shall also apply if the one hundred and twenty (120) day period specified in Article 7.1(e) above is exceeded.
7.3 Articles 7.1 and 7.2 shall not apply if the shares are transferred by a Class A or Class B shareholder to any of that shareholder's subsidiaries. Provided that: In the event that the Transferee ceases to be a subsidiary of that shareholder at a later date, the transferor shall ensure that the transferred shares are transferred by the said subsidiary to that shareholder or another subsidiary of that shareholder before the end of the subsidiary state.
7.4 In case the procedures set out in 7.1, 7.2 and 7.3 above are not complied with, the Board of Directors may refrain from recording the share transfers in the share ledger.
7.5 The term “Affiliate” means any other person, firm or legal entity that controls or is controlled by or is jointly controlled by that shareholder with respect to any shareholder holding a Class A or Class B interest or any other shareholder of one of the shareholders. In the case of an employee of an existing shareholder or its subsidiary, that means the other shareholder or its subsidiary. “Control” shall be deemed to exist if one of the following situations occurs.
a) One or more parties acting together, directly or indirectly through other persons or companies under the control of another party, has shares that have the right to use more than fifty percent (50%) of the votes cast in the General Assembly of that party, or
b) Managing the activities of a non-company party in accordance with the instructions of one or more persons who habitually act together (excluding members of the affected party's Board of Directors or senior management); or
c) In the case of a transfer between two parties whose main field of activity is portfolio investment and management (“mutual funds”), the majority of both parties belong to the same person or organization or any of its affiliates, or the same person or organization or its affiliates. managed by any of the organizations
7.6 In the transfer of Group A shares to third parties other than the Affiliate, the members of the Board of Directors elected to the Board of Directors representing the absolute majority of the B Group shareholders or their representatives or the B Group shareholders must be present at the Board meeting and vote in favor of the relevant decision.
BOARD OF DIRECTORS AND TERM:
Article 8
a) Establishment:
The administration, representation and binding of the company against third parties belongs to a Board of Directors consisting of 7 (seven) members who meet the conditions specified in the Turkish Commercial Code and Capital Market Legislation, elected by the General Assembly for 3 (three) years within the framework of the provisions of the Turkish Commercial Code.
Members of the Board of Directors must meet the conditions stipulated by the Turkish Commercial Code, Capital Markets Legislation and other relevant legislation.
3 of the members of the Board of Directors are elected by the general assembly among the candidates nominated by the majority of the Group A shareholders, and 2 of the candidates nominated by the majority of the Group B shareholders. Two of the members of the Board of Directors are elected by the General Assembly, provided that the principles regarding independence stipulated by the Capital Markets Legislation are followed.
Members of the board of directors are not required to be shareholders.
Legal entities can be elected to the board of directors. A legal person who is a member of the Board of Directors can change the person registered in his name at any time.
b) Term of office:
Members of the Board of Directors can be elected for a maximum of 3 years. The term of office of the independent members of the board of directors is a maximum of 3 years.
It is possible to re-elect both types of board members whose terms of office expire at the end of their term of office, in line with the criteria specified in the Capital Markets Board's Corporate Governance Principles and other relevant legislation.
In the event that a membership becomes vacant for any reason, the Board of Directors temporarily elects a person who meets the conditions specified in the Turkish Commercial Code and Capital Market Legislation to this position and submits it to the approval of the first General Assembly. Thus, the elected member completes the ex-member's term.
Members of the Board of Directors can be dismissed at any time by the General Assembly.
A and B group shareholders have the right to privilege in the election of the members of the Board of Directors pursuant to clause 8-a.
Members elected to the first Board of Directors are shown in provisional article 1.
c) Duties of the Board of Directors:
The management of the company is represented by the shareholders and third parties by the Board of Directors.
The Board of Directors is authorized to take decisions, implement and represent and bind the company for all works and legal transactions related to the company's labor laws, which do not require the decision of the General Assembly, either by the laws or the articles of association.
The approval of the majority of the independent members is required in the resolutions of the Board of Directors regarding the related party transactions of the company determined by the CMB and the issuance of guarantees, pledges and mortgages in favor of third parties.
If the independent members do not approve the transaction, this situation is announced to the public within the framework of the public disclosure regulations, including sufficient information about the transaction, and the transaction is submitted to the vote at the general assembly meeting to be held without seeking the meeting quorum.
At the general assembly meetings specified in this article, the parties to the transaction and the persons related to them are not allowed to vote, and other shareholders are allowed to participate in the voting.
At these meetings, decisions are taken by the simple majority of those who have the right to vote.
The resolutions of the board of directors and general assembly that are not taken in accordance with the principles set forth in this article are not considered valid.
d) Division of Duty:
Members of the Board of Directors elect a chairman and a vice chairman at the first meeting following their election.
The duties of the chairman of the board of directors and the chief executive officer/general manager are separate.
However, if it is decided that the chairman of the board of directors and the chairman of the executive board/general manager are the same person, the said matter is submitted to the information of the shareholders at the general assembly together with its justification, and a reasoned explanation is included in the annual report.
There are executive and non-executive members in the board of directors. The majority of the members of the board of directors are non-executive members.
Among the non-executive members of the board of directors, there are independent members, not less than one-third of the number of members, who are qualified to perform their duties without being under any influence.
The term of office of the independent members of the board of directors is maximum 3 (three) years and it is possible to be re-elected.
However, a person who has been a member of the Board of Directors of the Company for more than six years in the last ten years cannot be appointed as an independent member of the Board of Directors.
Audit Committee, Corporate Governance Committee, Nomination Committee, Early Detection of Risk Committee and Remuneration Committee are formed in order to fulfill the duties and responsibilities of the Board of Directors.
The number of committees, their fields of duty, working principles and which members they will consist of are determined by the board of directors and disclosed to the public.
All members of the Audit Committee and the chairmen of other committees are elected from among the independent members of the board of directors.
Chief executive officer / general manager cannot take part in committees.
e) Board of Directors Meetings:
The Board of Directors convenes when deemed necessary in terms of the Company's business, upon the call of the chairman or vice chairman.
Each member of the Board of Directors may also apply to the chairman or vice chairman in writing at least 2 business days before the meeting date and request that the Board be called for a meeting. If the chairman or the vice chairman still does not invite the Board to a meeting, the members also have the authority to call ex officio.
Each member has one vote at the meetings. Voting right is exercised personally. Unless one of the members requests a meeting, a decision can also be taken by the other members notifying their consent in writing to the proposal made by a member.
The meeting agenda of the Board of Directors is determined by the Chairman of the Board of Directors. The agenda can be changed with the decision of the Board of Directors.
The meeting place is the Company headquarters. However, the Board of Directors may convene in another place, provided that it takes a decision.
The Board of Directors convenes with at least 4 people and takes its decisions with the majority of those attending the meeting.
In case of equality of votes, that issue is left to the next meeting. The proposal that receives equal votes at this meeting is deemed to be rejected.
Votes in the Board of Directors are used as acceptance or rejection. The person who voted for rejection signs the decision by writing the reason for rejection.
The Board of Directors Decisions taken by having the Members of the Board of Directors sign, include the date of the meeting, the names of the members of the board of directors who attended the meeting, and the text of each decision taken at the meeting. The resolutions of the Board of Directors completed in this way are pasted in the Board of Directors Decision Book of the Company.
In accordance with Article 1527 of the Turkish Commercial Code, Board meetings can also be held electronically. Those who have the right to attend the company's Board of Directors/Board of Directors meetings can also attend these meetings electronically in accordance with the relevant article of the Turkish Commercial Code. In accordance with the provisions of the Communiqué on Meetings to be Held in Electronic Media Except for Joint Stock Company General Assemblies, the Company may establish an Electronic Meeting System that will allow the beneficiaries to attend and vote in these meetings electronically, as well as purchase services from systems created for this purpose. In the meetings to be held, it is ensured that the beneficiaries can exercise their rights specified in the relevant legislation, within the framework specified in the Communiqué, through the system established in accordance with this provision of the Articles of Association or through the system from which support service will be received.
The meetings of the board of directors can be held entirely in electronic environment, as well as the participation of some members electronically in a meeting where some members are physically present.
can also be implemented through
REPRESENTATION, BINDING AND SIGNATURE OF THE COMPANY:
Article 9
The company is managed by the Board of Directors and is represented and bound to the outside.
In order for the documents given by the company and the agreements to be made to be valid, they must be signed by the authorities that bind the company under the company title. Signatures to represent and bind the company are determined and determined by the Board of Directors.
The Board of Directors may elect a Managing Director or members among themselves and leave the management of some of the works to them. In this case, the Board of Directors issues a directive in accordance with Article 367/1 of the Turkish Commercial Code.
Board of Directors; It can also represent and bind the company through the appointment of directors. According to the internal directive to be issued by the Board of Directors, it may be authorized to transfer the management partially or completely to one or more board members or to a third party. If necessary, new executive memberships may be established. Again, if necessary, some of the existing executive memberships can be removed.
The Board of Directors may appoint commercial representatives and commercial proxies.
The Board of Directors performs the duties assigned to it by the Turkish Commercial Code, the Capital Markets Law and other relevant legislation, and by the General Assembly.
The Board of Directors may conclude contracts that exceed the term of office.
In order for all the documents to be given by the Company and all kinds of contracts, bonds, checks and similar documents that will bind the Company to be valid, these; It is required to bear the signature of the person or persons authorized to bind the Company under the title of the Company.
Transactions such as transferring all or a significant part of the company's assets, establishing real rights on it or leasing it, taking over or leasing an important asset, stipulating a concession or changing the scope or subject of existing privileges, delisting from the stock market are important for the implementation of the Capital Markets Board's Corporate Governance Principles. considered a transaction. Unless a general assembly resolution regarding important transactions is required in accordance with the relevant legislation, the transaction is submitted for the approval of the general assembly in case the majority of the independent members approve the decision of the board of directors regarding the said transactions and the said transactions are desired to be executed despite the opposition of the majority of the independent members. In this case, the reason for the opposition of the independent members of the board of directors is immediately disclosed to the public, notified to the Capital Markets Board and read at the general assembly meeting to be held.
If the parties to such transactions are related parties, the related parties cannot vote at the general assembly meetings.
Meeting and decision quorums specified in Article 29/6 of the Capital Markets Law are applied at the general assembly meetings to be held in order to fulfill the obligation specified in this article.
Company ;
a) Own legal personality
b) Subsidiaries included in full consolidation at the time of preparation of their financial statements
And
c) Except for other 3rd parties with whom it carries out its ordinary commercial activities;
A third party that does not fall within the scope of one of the above 3 articles cannot give guarantees, pledges, mortgages in favor of real or legal persons.
The principles determined within the framework of the capital market legislation shall be complied with in the matter of the Company giving guarantees, suretyships, collateral or establishing pledges including mortgages on its own behalf and in favor of third parties.
AUDITORS AND THEIR DUTIES:
Article-10
The provisions of the Turkish Commercial Code, the Capital Markets Law and the relevant legislation are complied with regarding the audit of the Company.
The auditor acts in accordance with the provisions of the Turkish Commercial Code, the Capital Markets Law and other relevant legislation.
FEES OF MEMBERS OF THE BOARD OF DIRECTORS AND AUDITORS:
Article-11
The wages and remuneration principles of the chairman and members of the Board of Directors are determined by the General Assembly, provided that they are submitted to the opinions of other shareholders in accordance with the Capital Markets Legislation, and are announced to the public on the company's website.
The auditor's fee is determined every year as a result of the contract made with the auditor and submitted to the approval of the General Assembly.
GENERAL ASSEMBLY:
Article-12
a) Invitation Format:
General Assemblies meet ordinarily or extraordinarily.
Announcements regarding the convocation of the general assembly meeting are made at least three weeks before the date of the general assembly meeting, by means of all kinds of communication, including electronic communication, in accordance with the provisions of the Turkish Commercial Code and the Capital Markets Law.
b) Meeting Time:
The Ordinary General Assembly convenes within three months following the end of the company's accounting period and at least once a year.
Extraordinary General Assembly meetings are held in cases and times required by the company's business in accordance with the law and the provisions written in this articles of association and take the necessary decisions.
Extraordinary General Assembly may be held separately at the request of any shareholder holding at least 5% of the company's shares.
c) Meeting Place:
In accordance with the regulation of the relevant Ministry, General Assembly meetings are held in the province of ISTANBUL where the head office of the Company is located or in the provinces where the branches are located.
d) Meeting and Decision Quorum:
General Assembly Meetings and meeting quorums are subject to the provisions of the Turkish Commercial Code and Capital Market Legislation.
e) Voting Proxy Appointment:
Shareholders or proxies present at ordinary and extraordinary General Assembly meetings have one vote for each share.
Shareholders may have themselves represented at the General Assembly meetings by other shareholders and by a proxy they will appoint from outside.
This proxy will have a power of attorney given by the shareholder and will vote with a power of attorney prepared in accordance with the regulations of the Capital Markets Board regarding voting by proxy.
Proxies who are shareholders of the company are authorized to use the votes of the shareholders they represent in addition to their own votes.
The regulations of the Capital Markets Board regarding voting by proxy shall be complied with.
f) Election of the Presidency Council and List of Attendees:
The General Assembly meetings are presided over by the Chairman of the Board of Directors, and in the absence of the Chairman, this task is performed by the Deputy Chairman.
If there is no deputy chairman, the Chairman is elected by the General Assembly. A clerk and a vote collector are also elected at the General Assembly. Thus, the presidency is thanked.
A list showing the names and addresses of the shareholders or proxies and representatives present at the General Assembly meetings, their shares and the amount of their votes shall be prepared and signed by those present at the meeting.
g) Discussion of the Meeting Agenda and Meeting Minutes:
In order for the decisions taken at the General Assembly meetings to be valid, they must be recorded in a minute, those who oppose the resolutions must state their reasons for opposition, and must be signed by the Presidency Council and the Ministry Representative.
In order for the shareholders holding the control of the management, the members of the board of directors, senior managers and their spouses and relatives by blood or marriage up to the second degree, to be able to conduct and compete with the company or its subsidiaries in a manner that may cause a conflict of interest, the general assembly must give prior approval and have a say. Information should be given to the general assembly about the transactions in question.
h) Method of Voting:
Votes are cast by raising hands at the General Assembly meetings.
However, upon the request of the shareholders representing one-tenth of the company's capital or their representatives, it is obligatory to apply for secret voting.
ı) Participation in the general assembly meeting electronically
The beneficiaries who have the right to attend the general assembly meetings of the company may also attend these meetings electronically in accordance with Article 1527 of the Turkish Commercial Code. In accordance with the provisions of the Regulation on General Assemblies to be Held in Electronic Environment in Joint Stock Companies, the Company may establish an electronic general assembly system that will allow the right holders to participate in the general assembly meetings electronically, express their opinions, make suggestions and vote, or may purchase services from the systems created for this purpose. Pursuant to this provision of the articles of association, in all general assembly meetings to be held, right holders and their representatives will be able to exercise their rights specified in the provisions of the aforementioned Regulation through the established system.
PRESENCE OF A COMMISSIONER AT THE MEETING:
Article-13
It is obligatory for the commissioner of the relevant ministry to be present at both ordinary and extraordinary General Assembly meetings and to sign the minutes of the meeting together with the relevant persons. Decisions taken in meetings in the absence of the commissioner are not valid.
ANNOUNCEMENTS:
Article-14
Announcements of the company are made in accordance with the provisions of the Turkish Commercial Code, the Capital Markets Law and the relevant legislation. However, it is obligatory that the announcements regarding the invitation of the General Assembly to the meeting are made at least three weeks in advance, excluding the announcement and meeting days. The provisions of the relevant article of the Turkish Commercial Code are applied for the announcements regarding the reduction of capital and liquidation.
ACCOUNTING PERIOD AND INDEPENDENT AUDIT
Article-15
The accounting period of the Company starts on the first day of January and ends on the last day of December. However, the first accounting year starts from the date the company was established and ends on the last day of December of that year.
The company's semi-annual financial statements and annual financial statements, activity reports and accounts are audited by an independent audit firm. The financial statements and reports required to be prepared by the Capital Markets Board and the independent audit report are announced to the public in accordance with the relevant provisions of the Turkish Commercial Code and the procedures and principles determined by the Board.
In the selection of the independent auditor, the relevant provisions of the Capital Markets Law and the Turkish Commercial Code are applied.
DETERMINATION AND DISTRIBUTION OF PROFIT:
Article-16
The net profit, if any, remaining in the annual balance sheet after deducting the general expenses of the Company and the amounts that must be paid and set aside by the Company, such as miscellaneous depreciation, and the taxes required to be paid by the Company's legal entity from the income determined at the end of the accounting year, after the deduction of the losses, respectively, are distributed as shown below.
First Order Legal Reserve:
a) 5% is set aside as legal reserves,
First Dividend:
b) First dividend is allocated from the remainder at the rate and amount determined by the Capital Markets Board.
Second Dividend:
c) After deducting the amounts specified in paragraphs a and b from the net profit, the General Assembly is authorized to distribute the remaining part partially or completely as second dividends or to set aside as extraordinary reserves.
Second Order Legal Reserve:
d) One tenth of the amount found after deducting the dividend at the rate of 5% of the paid-in capital from the portion decided to be distributed to the shareholders and other persons participating in the profit is set aside as the second legal reserve in accordance with the second paragraph of Article 519 of the Turkish Commercial Code.
e) Unless the reserves required to be set aside by law are set aside, unless the first dividend determined for the shareholders in the articles of association is distributed in cash and/or in the form of shares; to allocate other reserves, to transfer profits to the next year and to privileged shareholders in dividend distribution, to participation, founder and common stockholders, members of the board of directors, civil servants, employees and workers, foundations established for various purposes and such persons and/or institutions. distribution cannot be determined.
f) As of the dividend distribution date, it is distributed equally to all existing shares, regardless of their issuance and acquisition dates.
The date and manner of giving the annual profit to the shareholders is decided by the General Assembly upon the proposal of the Board of Directors and taking into account the relevant regulations of the Capital Markets Board.
The dividend distribution decision made by the general assembly in accordance with the provisions of these articles of association cannot be revoked.
BOND ISSUES:
Article-17 The Company may issue bonds, convertible bonds in accordance with the provisions of the Turkish Commercial Code, the Capital Markets Law and other applicable legislation. The bond issue authority has been transferred to the Board of Directors in accordance with the relevant articles of the Capital Markets Law.
ISSUING PROFIT AND LOSS PARTNERSHIP, FINANCE BOND AND DEBT:
Article-18
The Company may issue Profit and Loss Partnership Certificate, Financing Bill and Debt Note in accordance with the provisions of the applicable laws and decrees and the procedures and principles to be determined by the Capital Markets Board. The issuance authority of other debt securities, which are capital market instruments, has been transferred to the Board of Directors in cases permitted by the legislation.
SPARE MONEY:
Article-19
Legal reserves set aside by the company are reserved up to 20% of the company's capital.
(The provision of Article 521 of the TCC is reserved.)
If the legal reserves decrease according to this ratio, the reserve fund will continue to be allocated again until this amount is reached.
PROVISIONS OF THE LAW:
Article-20
The provisions of the Turkish Commercial Code, the Capital Markets Law and other relevant legislation shall apply to matters not included in this Articles of Association.
COMPETITION BAN:
Article-21
This article has been removed from the text of the Articles of Association.
COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES (ADDITIONAL ARTICLE)
Article-22
The Corporate Governance Principles, which are mandatory to be implemented by the Capital Markets Board, are complied with. Transactions made and resolutions of the board of directors taken without complying with the mandatory principles are invalid and deemed contrary to the articles of association. The regulations of the Capital Markets Board pertaining to corporate governance are complied with in the transactions deemed important in terms of the implementation of the Corporate Governance Principles, and in all kinds of related party transactions of the company and in the transactions regarding the giving of guarantees, pledges and mortgages in favor of third parties.
TEMPORARY TOPIC:
Article-1 This article has been removed from the main contract text.
Article-2 This article has been removed from the text of the Articles of Association.
Article-3 The nominal value of the shares was 1.- While the nominal value of the shares was New TL, it was changed to 1 Kuruş by the Council of Ministers Decision dated April 4, 2007 and numbered 2007/11963, due to the removal of the phrase "New" in New Turkish Lira and New Kuruş on 1 January 2009. Due to this change, the total number of shares did not change. The phrases “Turkish Lira” in this Articles of Association are phrases that have been amended pursuant to the above-mentioned Council of Ministers Decision.