Registration Form • May 30, 2025
Registration Form
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A joint stock company has been established among the founders whose names and addresses are given below in accordance with the provisions of Turkish Commercial Code governing immediate formation.
| Vehbi KOÇ | : | Turkish Citizen, Istanbul, Şişli, Halâskârgazi Caddesi, Çankaya Apt. |
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|---|---|---|---|---|
| Ali İPAR | : | Turkish Citizen, Istanbul, Beyoğlu, Istiklal Caddesi, Balyoz Sokak Yeni Han K:1 No: 8-9 |
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| Bernar NAHUM | : | Turkish Citizen, Ankara, Kavaklıdere, Gülden Sok. No:16 | ||
| Cengiz BALKAN | : | Turkish Citizen, Ford Dealer, Samsun. | ||
| Kenan İNAL | : | Turkish Citizen, Istanbul, Nişantaşı, Emlak Caddesi, İnayet Apt. No:38 |
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| Hulki ALİSBAH | : | Turkish Citizen, Nişantaşı, Teşvikiye Caddesi 141/5 |
The title of the Company is Ford Otomotiv Sanayi Anonim Şirketi, which is hereinafter referred to as the "Company". The trade name of the Company is Ford Otosan.
3.1. The Company has been founded for the purposes of designing, manufacturing, and assembling automobiles, trucks, all types of motor vehicles and means of transportation and parts and components thereof, and sales, import and export of these products.
For this purpose, the Company:
a. may enter into cooperation with foreign manufacturers for assembly and sale of their products in Turkey or abroad.
b. may operate in free zones and establish and operate bonded warehouses, ports and similar premises for its import, export, assembly, manufacturing, research and development operations and execute all transactions to perform these.
c. may establish sales, service and spare parts organizations for marketing its products inside and outside Turkey.
ç. may enter into all kinds of commercial, financial and industrial operations.
d. may engage in engineering, research and development activities in the field of automotive, may manufacture, purchase and sell software, hardware, machinery, equipment, raw material and intermediate products to be used for these activities, may sell the products of these activities, and establish relations with local and foreign entities for these purposes.
e. may enter into representation, distributorship, agency, license, know-how or similar agreements with local and foreign entities.
f. may engage in training activities, relating to production, development, supply, sales, maintenance and repair services of automotive products and similar topics and establish private education institution for this purpose.
g. may establish branches in Turkey and abroad based upon the resolution of the Board of Directors of the Company.
ğ. to realize its purpose, may borrow funds from local and foreign banks, entities and persons, or issue all types of capital markets instruments subject to compliance with the principles determined by the Capital Markets Board.
h. save for the other provisions of this Articles of Association, may carry out all or any of its activities and operations either by itself or through local or foreign real persons or legal entities. Furthermore, for this purpose, if deemed necessary, the Company may establish partnerships, trading companies or legal entities in any form in Turkey or abroad, or may, subject to the provisions of the Capital Markets laws and regulations pertaining to the disguised income distribution fully or partially acquire ordinary partnerships or other legal entities which serve the same purpose, and may acquire, hold and transfer shares of such entities for purposes other than investment services and activities, and participate in ordinary partnerships.
ı. may acquire, hold, transfer or otherwise dispose of all types of licenses, trademarks, patents, know-how, brand names, trade names, trade titles and all other intellectual property rights, and have them duly registered in its own name or jointly with third parties, or may put up as collateral or enter into relevant license agreements in full compliance with the regulations of the Capital Markets Board.
i. in order to achieve its objectives, may make all kinds of industrial and commercial investments as it deems appropriate, and establish plants, premises and sales offices both in Turkey and abroad, provide services relating to architecture, engineering, design, software, book keeping, call center and data retention.
j. subject to the provisions of the Capital Markets laws and regulations pertaining to the disguised income distribution, may participate in tenders locally or abroad either by itself or in partnership with third parties.
k. may manufacture and assemble all kinds of agricultural machines and instruments and all kinds of machinery and equipment within the scope of its contracts, with a view to improving the productivity of its industrial and assembly plants.
l. subject to the provisions of the Capital Markets laws and regulations pertaining to the disguised income distribution, may participate in the organizations and entities producing, distributing and marketing electrical energy, and may acquire, hold and transfer shares of such entities for purposes other than investment services and activities.
m. may purchase, let, sell or lease any type of land, sea and air transportation vehicles, and may establish all kinds of real or personal rights and encumbrances, including but not limited to mortgage and pledge, on the same in its own favor and/or in favor of the third parties, and may relinquish such rights and interests in compliance with the regulations of the Capital Markets Board.
n. may, for realizing the purposes of the Company, in or outside of Turkey, purchase, have manufactured or produced any kind of movable or immovable property, or may acquire other real or personal rights thereon, or use, operate, let, sell or otherwise dispose of its leasehold or freehold, or establish real rights thereon in favor of third parties or revoke the same in accordance with the regulations of the Capital Markets Board.
o. subject to the provisions of the Capital Markets laws and regulations pertaining to the disguised income distribution, may abandon, donate and take all kinds of actions and measures with the land registry pertaining to the registration, annotation, type classification or correction, subdivision, amalgamation, allotment and parceling of all types of real properties; may carry out transactions for relinquishing its rights and interests for public utilization, or may transfer, donate such real properties or alienate otherwise on a free of charge basis.
ö. may purchase and dispose of all kinds of capital markets instruments, provided that it does not engage in investment services and activities. May purchase and if required, dispose of the shares of commercial banks and consumer finance companies with a view of participation.
p. may, subject to the provisions of the Capital Markets laws and regulations pertaining to the disguised income distribution and provided that the necessary public disclosures are made, the information regarding the donations granted during the related fiscal year are submitted to the shareholders in the annual general assembly meeting, and the upper limit of donations is resolved by the general assembly of shareholders, and the donations granted are taken into consideration in calculation of the distributable profit, make donations and contributions to foundations, universities and similar institutions and organizations established for social purposes, and may enroll in associations and participate in foundations, in a manner not to interfere with its scope of activities and purpose. Donations in excess of the upper limit designated by the general assembly of shareholders are not permitted.
r. may give guarantees or stand as a guarantor in favor of the third parties in compliance with the regulations of the Capital Markets Board.
s. may accept pledges and/or mortgages in favor of itself on personal or real properties owned by third parties, or annul and remove such mortgages or release or waive pledges, or accept sureties or guarantees given by third parties in its favor.
The objects and purposes of the Company shall be construed as powers as well as objects and purposes and their enumeration herein shall not be deemed to exclude, by inference or otherwise, any power, object or purpose which the Company is empowered to exercise, whether expressly or impliedly, under applicable law now or hereinafter in effect.
In case of any modifications to the scope and purpose of the Company, the Company shall obtain the necessary permissions form the Ministry of Customs and Trade and the Capital Markets Board.
4.1. The Company is domiciled at Akpınar Mahallesi Hasan Basri Caddesi No:2 Sancaktepe İstanbul. The business center of the Company is located in Kocaeli.
4.2. In the event of a change of place of domicile, the new address shall be registered with the Trade Registry and published in the Turkish Trade Registry Gazette.
4.3. If the Company leaves the registered and published domicile and fails to register and publish the new place of domicile in due time, this shall be considered as a just cause for the dissolution of the Company.
4.4. If and when the Company opens branch(es), such branch(es) will also be registered with the Trade Registry and published in the Turkish Trade Registry Gazette.
The Company has been founded for an indefinite term, and may be terminated either by the decision of the General Assembly in accordance with the provisions of the Turkish Commercial Code or otherwise prescribed by law.
6.1. The Company has accepted the registered share capital system according to the provisions of the Capital Markets Law and adopted the registered share capital system under the permission nr. 16 issued by the Capital Markets Board on the date of 09.03.1982.
6.2. The registered share capital ceiling of the Company is TL 500,000,000 (Five hundred million Lira) and it is divided into 50,000,000,000 (fifty billion) shares each with a nominal value of 1 (One) Kuruş.
6.3. The permission granted by the Capital Markets Board for the upper limit of the registered share capital is valid for the years 2021-2025 (5 years). Even if the permitted registered share capital ceiling is not reached by the end of the year 2025, in order for the Board of Directors to take a capital increase decision after 2025, the necessary authorization shall be obtained from the general assembly of shareholders for a new term of up to 5 years pursuant to the permission of the Capital Markets Board for the same amount or for a new ceiling. If such authorization is not taken, capital increase can not be done with Board of Directors decision.
6.4. The issued share capital of the Company is TL 3,509,100,000 (Three billion, five hundred nine million, one hundred thousand Lira) and it is divided into 350.910.000.000 (Three hundred fifty billion, nine hundred ten million) registered shares in total, consisting of three groups of Group A, Group B and Group C shares, each with a nominal value of 1 (one) Kuruş.
6.5. The mentioned above issued capital of the Company has been fully paid and covered without any collusion. Most recently, the Company's capital was increased from TRY 350,910,000 to TRY 3,509,100,000 by an amount of TRY 3,158,190,000 entirely funded from internal resources.
6.6. Distribution of the shares representing the issued share capital, among the groups of shares is as listed below.
| Shareholders | Share Group |
Number of Shares | Nominal Value TL |
Share Percentage (%) |
|---|---|---|---|---|
| Group A | ||||
| Other Shareholders | A | 68.925.773.770 | 689257737,70 | 19,6420 |
| Koç Holding A.Ş. | B | 135.631.304.470 | 1.356.313.044,70 | 38,6513 |
| Temel Ticaret ve Yatırım A.Ş. | B | 2.355.885.000 | 23.558.850,00 | 0,6714 |
| Group B Total | 137.987.189.470 | 1.379.871.894,70 | 39,3227 | |
| Group C | ||||
| Ford Deutschland Holding GmbH | C | 143.997.036.760 | 1.439.970.367.,60 | 41,0353 |
| Total | 350.910.000.000 | 3.509.100.000,00 | 100,0000 |
6.7. Ford Deutschland Holding GmbH, a subsidiary of Ford Motor Company, which holds Group C shares of the Company, is entitled to the provisions of the Law on Encouragement of Foreign Capital No. 6224, Law on Direct Foreign Investments and the relevant positive law by virtue of the Decree of the Council of Ministers, ref. 83/6465, dated 21.04.1983.
6.8. The Company's share capital can be increased or decreased according to the relevant provisions of the Turkish Commercial Code and Capital Markets regulations, as deemed necessary. The Board of Directors, starting from 2021 to the end of 2025, is authorized to resolve to increase the issued share capital of the Company by issuing new shares up to the registered share capital ceiling, if and when deemed necessary, in accordance with the related provisions of the Capital Markets Law, and to restrict the rights of the holders of preference shares, to restrict the pre-emptive rights of the existing shareholders, and to issue preference shares or shares at a premium or shares below its nominal value. Provided, however, the power to restrict the preemptive rights on newly issued shares cannot be used in such manner to cause inequality among the shareholders.
6.9. All of the shares of the Company are registered shares. The Company shares shall be registered and monitored according to the principles of dematerialization.
The Company may, by a resolution of the Board of Directors, issue all types of bonds and debentures, bonds convertible to shares, interchangeable bonds, gold, silver and platinum bonds, commercial bills and papers, publicly offered dividend right certificates, profit and loss sharing certificates, all types of capital markets instruments and other capital markets instruments and securities which are classified and accepted as instruments of debt by the Capital Markets Board, for sales to real persons or legal entities in Turkey and/or abroad in compliance with the provisions of the Capital Markets Law and the applicable legislation. Under the Capital Markets Law, the Board of Directors is authorized to designate the maximum amount, type, maturity date, interest rate and other related terms and conditions relating to the issuance of such instruments as well as to empower the managers of the Company in this respect. Such transactions shall be governed by the provisions of the Capital Markets Law and applicable legislation.
Only the persons, which are registered in the share ledger of the Company as per the records kept with the Central Registry Agency shall be recognized by the Company as shareholders or holders of rights of usufruct on shares.
The transfer of the registered shares which are not traded on the stock exchange market , including the pre-emptive rights attached to them, shall require the approval of the Company. Provided, however, each shareholder may freely transfer its shares to the other shareholders holding the same group of shares, or its direct shareholders or its direct or indirect affiliates and subsidiaries or may establish rights of usufruct on its shares in favor of such shareholders/parties.
With regard to the transfer of shares by the shareholders to a third party or establishment of rights of usufruct on such shares in favor of a third party, other than the holders of the same group of shares, or their direct shareholders, or their direct or indirect affiliates and subsidiaries the Company may only refuse the demand for its approval and consent for such share transfer or for establishment of rights of usufruct thereon based on any or all of the following material reasons (the "Material Reasons"):
a. In order to maintain the joint management of the Company under the partnership of Koç Holding A.Ş. and Ford Group (Ford Motor Company and companies directly or indirectly owned by Ford Motor Company with more than 50% share) if and when any person, which is not a member of Koç Group or Ford Group is willing to acquire shares or rights of usufruct thereon;
b. If and when a competing company or entity (the "Competitor") or owner, operator, or partner (including private or venture capital funds and their partners) of a Competitor, or any director or employee of a Competitor, regardless of its position therein, or its spouses and family members, or any companies or entities directly or indirectly controlled by the above are willing to acquire shares;
c. For the sake of protection of the economic independence of the Company, if and when any person or a group of persons acting together is willing to directly or indirectly acquire shares equal to or more than 5% in total of the share capital of the Company.
(i) Provided, however, if a shareholder willing to transfer its shares (the "Transferring Shareholder"), firstly, offers such shares (the "Offered Shares"), at the bidding price and terms of the potential buyer (the "Potential Buyer") which reflects the prevailing market conditions (the "Offered Price and Terms"), to the other non-public group of shareholders ("Offerees") pro-rata to the shareholding of the Offerees among the Company's total non-public shares in accordance with the following procedure, then the Transferring Shareholder will be entitled to freely transfer the Offered Shares to the Potential Buyer at the Offered Price and Terms.
In such case, the Transferring Shareholder will grant an option right to the Offeree(s) for the purchase of the Offered Shares which shall be exercised within a period of 30 (thirty) days and if the whole of the Offered Shares is not purchased by the Offeree(s) in such option period of 30 days, the Transferring Shareholder may, upon completion of the process specified in Article 8.1 (ii), freely transfer the Offered Shares to the Potential Buyer at the Offered Price and Terms and such transfer shall be recorded in the share ledger of the Company. If a purchase notice for the Offered Shares is served by more than one Offeree, then each of such Offerees may purchase the Offered Shares pro-rata to its shareholding among the total number of non-public shares held in the Company by such Offerees. If and when only one of the Offerees wishes to acquire the Offered Shares, only whole of the Offered Shares will be purchased by such Offeree.
If the Transferring Shareholder fails to offer the Offered Shares to the Offerees as specified above, then the Company may refuse the demand for its approval for such share transfer based on any or all of the Material Reasons.
(ii) Besides (and even if such procedure is applied) with the procedure described in Article 8.1(i), the Company may purchase the Offered Shares at their actual value applicable at the moment the sales notice is served (the "Actual Value") on behalf of itself, other shareholders or the third parties. For this purpose, the Company will send a notification to the other group of shareholders of the nonpublic shares ("Notified Shareholders"), requesting them to notify the Company of their intention to purchase the Offered Shares at their Actual Value in 20 (twenty) days ("Notice Period"). Thereupon, if whole of the Offered Shares are requested to be purchased by the Notified Shareholders within the Notice Period, the Company will purchase the Offered Shares from the Transferring Shareholder at their Actual Value on behalf of the Notified Shareholders. In this case, each of the Notified Shareholders may purchase the Offered Shares pro-rata to its shareholding in the total number of non-public shares held by the Notified Shareholders in the Company. If only one of the Notified Shareholders is willing to purchase the Offered Shares, the Company will purchase only whole of the Offered Shares on behalf of such Notified Shareholder.
In the event that no purchase request received from the Notified Shareholders within the Notice Period or the Notified Shareholders are willing to purchase only a portion of the Offered Shares, within no later than 15 (fifteen) days after the expiry of the Notice Period, the Company may purchase: (a) all of the Offered Shares if none of Notified Shareholders serves a purchase request, or (b) the remaining portion of the Offered Shares if the Notified Shareholders are willing to purchase only a portion of the Offered Shares, on behalf of itself or third parties, in its sole discretion, at the Actual Value. Otherwise, the Transferring Shareholder may freely transfer all of the Offered Shares to the Potential Buyer at the Offered Price and Terms and such transfer shall be recorded in the Company share ledger. For the avoidance of doubt, in order to withhold its approval for the transfer of the Offered Shares by the Transferring Shareholder to the Potential Buyer by way of purchasing the Offered Shares at the Actual Value according to the provisions of this Article, the Company shall be obliged to purchase all of the Offered Shares at the Actual Value either on behalf of itself, the Notified Shareholders or third parties as stipulated in this Article 8.1(ii).
(iii) In the transactions carried out by the Company and the decisions taken by the Company pursuant to the procedures stipulated in Articles 8.1 (i) and 8.1 (ii), the member(s) of the Board of Directors nominated by the Transferring Shareholder or shareholders owning the same group of shares held by the Transferring Shareholder, other than the independent members appointed in accordance with the regulations of the Capital Markets Board, shall not be entitled to participate in such negotiations of the Board of Directors and shall not have any voting rights in the Board of Directors meeting. In this case, such decisions shall require the affirmative vote of the simple majority of the remaining members of the Board of Directors who shall be regarded in meeting and voting quorum.
If the transferee does not explicitly declare that it has purchased the subject shares in its own name and account, the Company may refuse to register such transfer in the company share ledger.
In the event of acquisition of shares by inheritance or portioning of inheritance or under a prenuptial agreement or through forced execution proceedings, the Company may reject such share transfer provided that the Company proposes to the acquirer to purchase its shares at the Actual Value.
For the purposes of this Article, the Actual Value of the Offered Shares shall be determined by the Company. If and when the Transferring Shareholder objects to the Actual Value determined by the Company, then and in this case, the Actual Value shall be determined by an independent audit firm having no direct or indirect shareholding or management relations with the Company or the Transferring Shareholder (the "Independent Audit Firm"), or by consultancy firms operating under a license, know-how or similar agreements entered into with the members of such Independent Audit Firms, or by intermediary institutions holding both an authorization certificate for underwriting of public offerings and an authorization certificate for investment counseling or by non-deposit banks.
(iv) The provisions of this Article 8.1 shall apply to the transfer of the preemptive rights attached to the non-public registered shares mutatis mutandis and in case of transfer of Group B or Group C shares to third parties, such shares, including the preemptive rights which are not utilized by Group B or Group C shareholders or offered to public, shall convert to Group A shares.
(v) The part of the Group A shares to be acquired by the Group B shareholders, which shall increase the amount of the existing Group B shares to the amount of the existing Group C shares, shall be automatically converted into the Group B shares.
The transfer of the listed and publicly traded shares shall be regulated by the Capital Markets Board.
Subject to the Capital Markets regulations and the applicable legislation and the necessary material event public disclosures, the Company may accept as pledge and/or acquire its own shares for a consideration.
10.1.Save for the non-transferrable exclusive powers of the General Assembly of Shareholders (the "General Assembly") stipulated in related provisions of the Turkish Commercial Code, all affairs and management of the Company shall be conducted by the Board of Directors composed of 8 members at least, to be elected by the General Assembly in accordance with the provisions of the Turkish Commercial Code and regulations of the Capital Markets Board.
10.2.The total number of the members of the Board of Directors shall be even. The number and qualifications of the independent members of the Board of Directors shall be determined in compliance with the Corporate Governance Principles of the Capital Markets Board.
10.3.Half of the directors of the Board shall be elected from among the nominees of Group B shareholders, and the other half of the directors shall be elected from among the nominees of Group C shareholders. Provided however that one from each group of nominees nominated by Group B Shareholders and Group C Shareholders shall meet the qualification of independence stipulated in the regulations of Capital Markets Board.
10.4.Save for the mandatory provisions of the Corporate Governance Principles of the Capital Markets Board with respect to the independent members of the Board of Directors, the General Assembly may, in accordance with article 364 of the Turkish Commercial Code, replace the members of the Board of Directors at any time as deemed necessary. In such case, Articles 10.2 and 10.3 of these Articles of Association shall be implemented.
10.5.The members of the Board of Directors shall be elected for a period not exceeding three years. A new election shall be held for all members of the Board of Directors at the end of this period. Any member of the Board of Directors, who have completed their service may be re-elected.
10.6.In the event of a vacancy of a position on the Board of Directors for any reason whatsoever or if and when any Independent Member loses its independence, or resigns, or becomes incapable of performing its duties, then, in accordance with the provisions of the Turkish Commercial Code and the regulations of the Capital Markets Board, the Board of Directors shall temporarily elect a new member to fill such vacancy from among the nominees of the same group of shareholders, which has designated the former member, and submit such election to the ratification of the next most recent General Assembly.
10.7.Without prejudice to the 8.1 (iii) of these Articles of Association, the Board of Directors meets with the presence of one more than half of the number of its members provided, however, that at least one member, who does not have the qualification of independence, nominated by each Group B Group and Group C Group shareholders shall be present in the meeting. The Board of Directors takes its decisions with the affirmative vote of simple majority of the members present in the meeting provided, however, that the affirmative vote of the majority of the present members, who do not have the qualification of independence, nominated by Group B and Group C shareholders respectively must be obtained. Provided however that the mandatory provisions of the Corporate Governance Principles of the Capital Markets Board shall be complied.
10.8.Unless a member of the Board of Directors requires a Board of Directors meeting, the Board of Directors may take its decisions, without a meeting, by way of receiving written consent and approval of the other members of the Board of Directors on a motion submitted by a member of the Board of Directors. Such decisions may, however, require the written consent and approval of the majority of the number of the members of the Board of Directors. For validity of such decisions, written approval of at least one member, who does not have the qualification of independence, nominated by each Group B Group and Group C Group shareholders respectively should be obtained. The Board of Directors can only validly take decisions without a meeting if such motion has been submitted to all of the members of the Board of Directors. Consents/approvals of the members of the Board of Directors are not required to be placed on the same paper, but all of the papers containing the related consents/approvals must be affixed to the decision book of the Board of Directors, or a single decision document containing signatures of all of the consenting members must be prepared and incorporated in the decisions book for a valid resolution without a meeting.
11.1.The Chairman of the Board of Directors and the Vice Chairman of the Board of Directors shall be elected by the General Assembly or if not elected by the General Assembly, then by the Board of Directors.
11.2.The Vice Chairman of the Board of Directors will also be granted the powers allotted to the Chairman of the Board of Directors under the Turkish Commercial Code for convening meetings and request of information.
11.3.Pursuant to article 367 of the Turkish Commercial Code, the Board of Directors is entitled to delegate its powers and duties, in full or partially, to one or more persons who need not to be a member of the Board of Directors, (delegates) under an internal directive issued by itself. Under this internal directive, the Board of Directors stipulates the powers and duties of the delegates and may transfer and delegate all or some of the powers and duties allotted to the Board of Directors to the relevant persons subject to the terms, conditions and restrictions set forth by the Board of Directors, and if and when deemed necessary, may change, modify or revoke all or some of the powers and duties delegated as stipulated above. The provisions of articles 371, 374 and 375 of the Turkish Commercial Code are reserved.
11.4.The following actions shall require the decision of the Board of Directors:
ç. To approve annual business plans and product cycle plans for domestic and foreign markets.
ğ. To approve the interim and periodic financial statements and forecasts of the Company.
h. To approve the credits in excess of 2,000,000.- (two million) U.S. Dollars or Turkish lira equivalent, or with a term of more than 6 (six) months, which are not included in the budget previously approved by the Board of Directors.
ı. To approve additional funding to proceed with projects previously approved by the Board of Directors where there is a cost overrun.
i.All kinds of capital participations, in any amount,
ii.And;
11.5.The Board of Directors may confer its representation rights to one or more executive members or third parties as managers. Provided, however, the representation rights of at least one member of Board of Directors must be retained.
11.6.The Board of Directors shall have the authority with respect to the delegation of its management and representation powers. Those who are authorised to sign on behalf of the Company and their degree of authority shall be determined by a resolution of the Board of Directors.
11.7.The Board of Directors may, in accordance with the applicable legislation and as deemed appropriate, establish committees or sub-committees for advisory, coordination, audit or similar purposes which comprises members and/or nonmembers of the Board of Directors. The composition, meeting, functioning and reporting principles of the committee chairman and the members shall be determined, regulated and revised by the Board of Directors.
12.1.Subject to and in accordance with the provisions of the Turkish Commercial Code and the regulations of the Capital Markets Board, the Board of Directors and the committee members referred to in Article 11 may be entitled to remunerations, fees, bonuses or premiums in consideration of their services rendered to the Company as Directors and committee members.
12.2.Amount and terms of payment due and payable to the members of the Board of Directors, including the executive directors, shall be stipulated by the General Assembly, while amount and terms of payment due and payable to the committee members shall be determined by the Board of Directors in accordance with the applicable legislation.
12.3.Stock options or performance-based payment schemes of the Company cannot be used in remuneration of the independent members.
13.1.The Company Executive Committee consists of the General Manager, the the Deputy General Manager and other Assistant General Managers. The General Manager and the the Deputy General Manager are senior members of the Executive Committee.
13.2.The Company Executive Committee carries out the duties within the powers delegated to it by the Board of Directors. The Board of Directors shall establish procedures for the Executive Committee.
13.3. Save for the inalienable powers of the Board of Directors stipulated in Article 375 of the Turkish Commercial Code, the Board of Directors may from time to time transfer its powers to the Executive Committee on the issues within the limits of its powers under these Articles of Incorporation, and amend and revoke such powers. The Board of Directors may require the decisions taken in the scope of such transferred powers to be made in writing and duly signed by both of the senior members of the Executive Committee (or in their absence, by their alternates elected by the Board of Directors).
13.4.In the event that the General Manager and the Deputy General Manager fail to agree on decisions requiring joint approval, the matter shall be referred to the Board of Directors for resolution. Nevertheless, if the General Manager deems the situation to be an emergency, the General Manager's position on the matter shall prevail, unless and until the Board of Directors decides otherwise. However, the General Manager shall immediately inform the Board of Directors of any such emergency situation.
13.5.The Executive Committee meets at least biweekly. Meeting quorum is simple majority, provided, however that both senior members or their alternates must be present in the meeting.
13.6.Unless otherwise instructed by the Board of Directors, the Executive Committee shall implement its decisions through instructions to the relevant authorized persons. As for the issues requiring joint approval, these instructions must be in writing and duly signed by both of the senior members of the executive committee (or in their absence, by their alternates elected by the Board of Directors).
13.7.Powers of General Manager: Unless otherwise instructed by the Board of Directors, the General Manager is authorized to implement the decisions of the Board of Directors. Furthermore, the General Manager is authorized to take and implement decisions on all issues except for issues requiring the approval of the General Assembly or the Board of Directors, and issues requiring joint approval.
14.1.The audit of the Company and other matters as stipulated in the applicable legislation shall be governed by the relevant provisions of the Turkish Commercial Code and the Capital Markets regulations.
14.2.Pursuant to article 366 of the Turkish Commercial Code, the Board of Directors may establish an internal audit system reporting to the Board of Directors for the purpose of internal audit.
The following principles will be applicable for the General Assembly meetings.
15.1.Convocation: The General Assembly shall convene either for ordinary or extraordinary meetings. The meetings shall be summoned in accordance with the provisions of the Turkish Commercial Code and the regulations of the Capital Markets Board. The General Assembly meetings will be open to public, including but not limited to, the stakeholders and media, without, however, any right to speak at the meeting.
15.2.Date and Time: The ordinary General Assembly meetings shall convene at least once a year within three months following the end of the Company's relevant financial year. In these meetings, the issues included on the meeting agenda are reviewed and resolved.
The extraordinary General Assembly meetings shall convene, if and when deemed necessary, in the course of business of the Company in accordance with the provisions of the Turkish Commercial Code, the regulations of the Capital Markets Board and the relevant provisions of this Articles of Association.
15.3.Voting Right: Shareholders present in the ordinary and extraordinary meetings of the General Assembly will cast vote pro-rata to the nominal value of their total shares in the share capital of the Company. In the General Assembly meetings, votes will be cast by raising hands. Provided, however, votes shall be cast by secret ballot upon the request of the shareholders representing at least one twentieth of the total shares represented in the meeting.
15.4.Representation by Proxy: Subject to and in accordance with the related regulations of the Capital Markets Board, in the General Assembly meetings, shareholders may be represented through a proxy appointed from among the other shareholders or third parties. The proxies who hold shares in the share capital of the Company are authorized to cast votes both on behalf of themselves and the shareholders being represented by such proxies. Except for the appointment of proxies through the Electronic General Assembly System, the power of attorney to be issued in this respect should be in writing.
15.5.Place of Meeting: The General Assembly meetings shall convene at the Company's headquarters or at any other convenient location in İstanbul, Kocaeli or Ankara.
15.6.Participation in Meetings: The executive directors, at least one member of the Board of Directors, the auditor, at least one of the officers in charge of preparation of financial statements, and at least one officer who is capable of furnishing necessary information about the specific issues included on the agenda thereon shall attend the General Assembly meeting. If any of the abovementioned persons, except for the ones whose participation is mandatory under the applicable legislation, does not attend the meeting, the reasons of absence will be reported by the chairman of the meeting to the General Assembly.
15.7.Presiding the Meeting: The chairman of the meeting, who will be in charge of moderating the meeting will be elected from among the shareholders and at least 1 (one) vote-collector and a secretary of the meeting will be elected from among the shareholders or from third parties.
15.8.Meeting and Decision Quorums: Save for the special aggravated quorums required under the Turkish Commercial Code and the regulations of the Capital Markets Board, the meeting quorum for the General Assembly is 60% of the total issued shares of the Company. Decisions are taken by the affirmative vote of shareholders or their proxies representing at least 60% of the total issued shares of the Company. However, in order for the resolutions of the General Assembly to be valid, the affirmative votes of the shareholders representing more than half of the total Group B shares and more than half of the total Group C shares are required.
15.9.Internal Directive: In accordance with the relevant provisions of the Turkish Commercial Code and the applicable legislation, the Board of Directors will issue and submit to the General Assembly for approval an internal directive, which set forth the procedures and principles relating to the conduct of the General Assembly. Upon approval by the General Assembly, the internal directive will be registered with and published in the Trade Registry.
15.10.Participation in the General Assembly Meetings by Electronic Means: The persons having right to participate in the general assembly meetings of the Company may participate in these meetings via electronic means pursuant to article 1527 of the Turkish Commercial Code. Pursuant to the provisions of the Regulation on General Assembly Meetings Held Electronically in Joint-Stock Companies, the Company may either establish an electronic general assembly meeting system itself, or outsource such services to the existing service providers, in order to enable such right holders to participate, express their opinions, submit motions and proposals, and cast their votes electronically in the General Assembly meetings. In all of the General Assembly meetings, as per the provisions of this Article, the right holders and their proxies will be enabled to use their rights arising out of the aforementioned Regulation.
16.1. The Corporate Governance Principles that are deemed compulsory by the Capital Markets Board shall be complied with.
16.2.All material transactions as specified under the Corporate Governance Principles, all related party transactions, and establishment of guarantees, pledges and mortgages in favor of the third parties shall be carried out in compliance with the Corporate Governance Principles of the Capital Markets Board.
16.3.All actions and decisions of the Board of Directors which do not comply with the Mandatory Principles will be invalid and deemed to be in conflict with this Articles of Association.
All information which the Company is legally liable to disclose to the public will be announced in accordance with the provisions of the Turkish Commercial Code, regulations and communiqués to be adopted thereunder, the regulations of the Capital Markets Board and other applicable legislation. If place of announcement is not specified, such information will be posted on the website of the Company.
The fiscal year of the Company begins on the first day of January and ends on the last day of December.
19.1.After the deduction of all kinds of paid or accrued expenses, depreciation, amortization and the necessary provisions and taxes, the balance, after deduction of the previous year losses (if any), of the remaining profit for the period as shown in the year-end balance sheet shall be distributed in the following manner;
General Statutory Reserve Fund:
a. 5% is set aside as legal reserve fund until it reaches to 20 % of the paid-in capital of the Company as per the provisions of the Turkish Commercial Code.
First Dividend:
b. Out of the balance, first dividend is set aside which to be calculated by taking into account any donations granted during the relevant fiscal year in accordance with the Turkish Commercial Code and the Capital Markets regulations.
Second Dividend:
c. After the deduction of the items stated in paragraphs (a) and (b) above from the net profit, the General Assembly is authorized to resolve either to wholly or partially distribute the balance as second dividend or set aside as extraordinary statutory reserve fund pursuant to article 521 of the Turkish Commercial Code.
General Statutory Reserve Fund:
ç. After the deduction of the first dividend, 10 % of the second dividend shall be added to the statutory reserve fund pursuant to article 519/2 of the Turkish Commercial Code.
Unless all statutory reserves are set aside and the dividend determined for the shareholders as per these Articles of Association are distributed in cash and/or as shares, it cannot be resolved to set aside other reserve funds, or to carry forward profit to the next year, or to distribute profit to the members of the Board of Directors, officers and other employees, foundations of various purposes and similar persons and/or entities
Dividends are distributed equally to all of the existing shares as of the date of distribution, regardless of their dates of issue and time of acquisition.
The method and timing of distribution of profit resolved to be distributed will be decided by the General Assembly of Shareholders upon a proposal of the Board of Directors.
The profit distribution decision of the General Assembly of Shareholders taken in accordance with the provisions of these Articles of Association cannot be revoked.
The General Assembly may resolve to pay to the shareholders advances on profit as per the regulations of the Capital Markets Board and the applicable legislation.
The Company may either found new foundations or participate in the existing foundations in favor of its officers and employees as stipulated in article 522 of the Turkish Commercial Code.
All and any matter which is not included in this Articles of Association shall be governed by the relevant provisions of the Turkish Commercial Code, the Capital Markets Law and applicable legislation.
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