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VESTEL BEYAZ EŞYA SANAYİ VE TİCARET A.Ş.

Registration Form May 22, 2025

5975_rns_2025-05-22_3a709aef-0a85-4421-baee-b2f51773790d.pdf

Registration Form

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Head Office and Branches Head Office of the Company
Article 3
Headquarters of the company is located in Şişli district of
Article 3
Headquarters of the company is located in Şişli district of Istanbul
Istanbul province. province.
Company's address is Levent 199 Büyükdere Cad. No:199
34394 Sisli/İstanbul."
Company's address is Levent 199 Büyükdere Cad. No:199 34394
Şişli/İSTANBUL
In case of an address change, the new address must be
registered to the Trade Registry, announced in the Turkish
Trade Registry Gazette and notified to the Ministry of
Customs and
Trade and the Capital Markets Board.
Notifications made to the last registered address are
considered to be duly made to the company. Not to have the
new address registered within the legal period after an
address change is deemed as a cause for termination. The
Company may open branches Türkiye or abroad. Any
branch opened buy the Company must be registered to the
Trade Registry, announced in the Turkish Trade Registry
Gazette.
In case of any change of address, the new address shall be
registered with the Trade Registry and announced in the Turkish
Trade Registry Gazette and also notified to the Republic of
Türkiye, Ministry of Trade and the Capital Markets Board.
Notifications made to the registered and announced address shall
be deemed to have been made to the Company.
The Company may open branches Türkiye or abroad. Any branch
opened buy the Company must be registered to the Trade
Registry, announced in the Turkish Trade Registry Gazette.
CAPITAL
Article 6
CAPITAL
Article 6
The company has adopted the registered capital system in
accordance with the provisions of the Capital Markets Law
and has switched to this system with the permission of the
Capital Markets Board dated 01.04.2021 and numbered
17/520.
The company has adopted the registered capital system in
accordance with the provisions of the Capital Markets Law and
has switched to this system with the permission of the Capital
Markets Board dated 01.04.2021 and numbered 17/520.
The Registered Capital ceiling of the Company is
2,000,000,000.- (Two Billion) Turkish Liras, divided into
2,000,000,000.- (Two Billion) bearer shares, each with a
nominal value of 1 (One) TL.
The
Registered
Capital
ceiling
of
the
Company
is
2,000,000,000.-
(Two Billion) Turkish Liras, divided into
2,000,000,000.- (Two Billion) bearer shares, each with a nominal
value of 1 (One) TL.
The issued capital of the company is 1,600,000,000.00 TL
and it has been divided into 1,600,000,000 bearer shares,
each with a nominal value of 1.00 (One) TL, and all of it
has been paid free of collusion.
The registered capital ceiling permission granted by the
Capital Markets Board is valid for the years 2021 - 2025 (5
years). Even if the permitted registered capital ceiling is not
reached at the end of 2025, in order for the Board of
Directors to decide on a capital increase after 2025, it is
mandatory to obtain permission from the General Assembly
for a new period not to exceed 5 years for the previously
permitted ceiling or a new ceiling amount from the Capital
Markets Board. If the said authorization is not obtained,
capital increase is not allowed merely by the decision of the
board of directors.
The issued capital of the company is 1,600,000,000.00 TL and it
has been divided into 1,600,000,000 bearer shares, each with a
nominal value of 1.00 (One) TL, and all of it has been paid free
of collusion.
The registered capital ceiling permission granted by the Capital
Markets Board is valid for the years 2025 – 2029 (5 years). Even
if the permitted registered capital ceiling is not reached at the end
of 2029, in order for the Board of Directors to decide on a capital
increase after 2029, it is mandatory to obtain permission from the
General Assembly for a new period not to exceed 5 years for the
previously permitted ceiling or a new ceiling amount from the
Capital Markets Board. If the said authorization is not obtained,
capital increase is not allowed merely by the decision of the board
of directors.
The Board of Directors is authorized to increase the issued
capital by issuing bearer shares up to the registered capital
ceiling, when necessary, in accordance with the provisions
of the Capital Markets Law between 2021 and 2025, to
issue shares above their nominal value and to limit the
shareholders' right to purchase new shares, and to take
decisions regarding the issuance of shares below their
nominal value. The authority to restrict the right to purchase
new shares cannot be used in a way that would cause
inequality among shareholders.
The Board of Directors is authorized to increase the issued capital
by issuing bearer shares up to the registered capital ceiling, when
necessary, in accordance with the provisions of the Capital
Markets Law between 2025 and 2029, to issue shares above their
nominal value and to limit the shareholders' right to purchase new
shares, and to take decisions regarding the issuance of shares
below their nominal value. The authority to restrict the right to
purchase new shares cannot be used in a way that would cause
inequality among shareholders.
New shares cannot be issued unless the issued shares are
completely sold and paid for or the unsold shares are
cancelled.
Shares of the company can be transferred provided that the
provisions of this articles of association are reserved.
New shares cannot be issued unless the issued shares
are
completely sold and paid for or the unsold shares are cancelled.
The capital of the Company may be increased or decreased,
if necessary, in accordance with the provisions of the Turkish
Commercial Code and Capital Markets Legislation.
Shares of the company can be transferred provided that the
provisions of this articles of association are reserved.
Board of Directors
Board of Directors
Article 8
Article 8
The company is managed, represented and bound by the
8.1 Duties and Authorities
Board of Directors consisting of at least five and at most
The Board of Directors is authorized to make decisions on all
eleven members to be elected by the general assembly.
kinds of works and transactions it deems necessary, including
those listed in the Articles of Association, for the realization of
Majority of the board members are persons who do not
the Company's business subject, except for those left to the
take place in the execution processes of the Company.
authority of the General Assembly in accordance with the law
and the Articles of Association regarding the management of
Number and qualifications of independent members in the
the Company's business and all kinds of assets and the
Board of Directors are determined based on the corporate
Company's business subject.
management arrangements of the Capital Markets
legislation and the Capital Markets Board.
The duties and authorities specified in Article 375 of the
The Board Chairman or the Deputy Board Chairman is
Turkish Commercial Code are carried out by the Board of
elected among independent members.
Directors.
Board members are elected among qualified persons who
The right of the Chairman and members of the Board of
are well-informed and experienced in the field of activity
Directors to conduct transactions and compete with the
and management of the Company, preferably university
Company, as specified in Articles 395 and 396 of the Turkish
graduate, able to read and examine financial tables and
Commercial Code, is possible with the approval of the
reports, have basic information in the field of legal
shareholders present at the Company's General Assembly.
arrangements applied to the Company's daily and long-term
The regulations of the Corporate Governance Principles of
activities and dispositions and have the ability and
the Capital Markets Board are reserved.
determination to participate in all Board of Directors'
meetings planned for the related budget year.
8.2 Board of Directors Formation
The Company's business and management are carried out by
a Board of Directors consisting of at least 5 (five) and at most
11 (eleven) members, within the scope of the provisions of the
Turkish Commercial Code and Capital Markets legislation,
by the General Assembly. Board members may also be
elected from among non-shareholders.
The majority of the Board Members are non-executive
members.
The Board Members are selected from among qualified
individuals
who
are
knowledgeable,
experienced
and
preferably have higher education in the Company's field of
activity and management and the sector, have the ability to
read and analyze financial statements and reports, have basic
knowledge of the legal regulations that the Company is
subject to in its daily and long-term transactions and
dispositions, and have the ability and determination to attend
all of the Board of Directors' meetings foreseen for the
relevant budget year.
Board Members are elected for a maximum of 3 (three) years.
Board Members whose term of office has expired may be re
elected. In the event that a Board Membership becomes
vacant for any reason or an independent Board Member loses
his/her independence, an appointment is made in accordance
with the provisions of the Turkish Commercial Code and the
Capital Markets legislation and submitted to the approval of
the first General Assembly. The member whose election is
approved by the General Assembly completes the remaining
term of office of the member he/she was elected to replace.
8.3 Election of Chairman and Vice Chairman
The Board of Directors elects a chairman and at least one vice
chairman from among its members at its first meeting. The
duties of Chairman and Chief Executive Officer (CEO) are
performed by different persons.
Shares representing the capital are monitored on the records
in accordance with the provisions of the dematerialization
principles.
Shares representing the capital are monitored on the records in
accordance
with
the
provisions
of
the
dematerialization
principles.
8.4 Board of Directors Meetings
The Board of Directors meets when the Company's business
and transactions require it. However, the Board of Directors
is required to meet at least four times a year. The Board of
Directors meets at the Company's headquarters or at another
location to be determined.
Those who have the right to attend the Board of Directors
meeting of the Company may also attend these meetings
electronically in accordance with Article 1527 of the Turkish
Commercial
Code.
The
Company
may
establish
an
Electronic Meeting System that will allow the right holders
to attend and vote in these meetings electronically in
accordance with the provisions of the Communiqué on
Assemblies to be Held Electronically in Commercial
Companies Other Than General Assemblies of Joint-Stock
Companies,
or
may
purchase
services
from
systems
established for this purpose. In the meetings to be held, the
right holders are ensured to exercise their rights specified in
the relevant legislation within the framework specified in the
Communiqué provisions through the system established in
accordance with this provision of the Company's Articles of
Association or through the system from which support
services will be received.
8.5 Meeting and Decision Quorum
The Board of Directors convenes with the majority of the
total number of members and makes decisions with the
majority of those present at the meeting. The regulations
introduced by the Corporate Governance Principles of the
Capital Markets Board are reserved.
In the event of a tie in votes, the provision of Article 390 of
the Turkish Commercial Code shall apply.
The decisions of the Board of Directors may also be taken by
signing the decision text by hand or by fax without holding a
meeting. The provision of Article 390/4 of the Turkish
Commercial Code is reserved.
8.6 Committees
The provisions of the relevant legislation shall apply to the
formation, duties and working principles of the committees
that the Board of Directors is obliged to establish within the
scope of the capital market legislation and the Turkish
Commercial Code, and their relations with the Board of
Directors.
8.7 Salaries
The members of the Board of Directors may be paid a
monthly and annual salary in an amount to be determined
by the decision of the General Assembly.
The relevant regulations of the Capital Markets Board shall
be complied with in determining the salaries of the
Independent Board of Directors members. Payment plans
based on Company performance cannot be used in the
remuneration of the Independent Board of Directors
Term of Office of the Board of Directors members.
Article 9
Article 9
Board members are elected for a period of one year at least
and three years at most. The general assembly may anytime ABOLISHED.
change board members if it deems necessary. Any board
member can be elected again after completing his or her
term of office.
When there is a vacant membership in the Board of
Directors,
an
appointment
is
made
to
the
vacant
membership by the Board of Directors in accordance with
the related provisions of these articles of incorporation and
the Turkish Commercial Code. In case the vacant position
is for an independent board member, the appointment is
made in accordance with the arrangements of the Capital
Markets Board. Approval of the shareholders must be
obtained in the first general assembly for the newly
appointed board member. After being approved by the
general assembly, the new board member completed the
terms of office of his or her predecessor.
Board Meetings, Distribution of Duties and Quorums Article 10
Article 10
The Board of Directors elects a chairman among its ABOLISHED.
members and also a deputy chairman to deputize him or her
is his or her absence. Chairmen and deputy chairmen can be
elected again after completing their term of office. Board
meetings are held at the Company headquarters, when
deemed to be necessary and at least once a month.
The Board of Directors is called for a meeting by the Board
Chairman, or by the Deputy Board Chairman in the absence
of the Board Chairman. In addition, any board member can
ask the Board Chairman to call the Board of Directors for a
meeting.
The quorum for the Board of Directors meetings and
resolutions is the absolute majority of the members.
Arrangements made through the Capital Markets Board's
Corporate Management Principles are saved.
Justifications of board members who give negative vote in
the Board of Directors are announced to the public.
Board members do not have privileged voting right. Every
board member has one right to vote.
In addition to the members, middle and high level
executives can be invited to board meetings for making
explanations regarding the agenda topics and ensure better
informing of the board members.
Meeting invitations are made at least 7 days before the
meeting. Together with the invitation, the meeting agenda
and documents and information about the agenda are
presented in written to the board members.
Any board member who does not participate in 3 (three)
successive meetings for any reason without obtaining the
permission of the Board of Directors is deemed to resign
from office.
Any board member cannot participate in board meetings
that concern the interests of him/her, his/her wife/husband
and relatives by blood or marriage up to third degree.
Duties and Powers of the Board of Directors
Article 11-
COMPLIANCE WITH CORPORATE GOVERNANCE
PRINCIPLES
Article 11
The Board of Directors is authorized for all issues
concerning the activities of the Company, other than the
issues that are put under to the authority of the General
Assembly with the provisions of the Turkish Commercial
Code,
Capital
Markets
Law
or
these
Articles
of
Incorporation.
The board chairman's and members' right to do business or
compete with the Company as defined in article 395 and
396 of the Turkish Commercial Code can be exercised only
with the approval of the shareholders appearing the general
assembly. Capital Markets Board's Corporate Management
Principles are saved.
Corporate Management Principles made obligatory by the Corporate Management Principles made obligatory by the
Capital Markets Board are followed. Transactions made
and
board
resolutions
taken
without
following
the
Capital Markets Board are followed. Transactions made and
board resolutions taken without following the obligatory
obligatory principles are invalid and deemed in breach of
the articles of incorporation.
principles are invalid and deemed in breach of the articles of
incorporation.
Regulations on Corporate Governance Principles of the
Capital Markets Legislation and Capital Markets Board
shall be complied with in regards to transactions that are
deemed important in terms of the application of Corporate
Governance
Principles
and
important
related
party
transactions of the Company as well as transactions
concerning the granting of collaterals, pledges and
mortgages in favor of third parties.
Regulations on Corporate Governance Principles of the Capital
Markets Legislation and Capital Markets Board shall be
complied with in regards to transactions that are deemed
important in terms of the application of Corporate Governance
Principles and in all related party transactions of the Company
as well as transactions concerning the granting of collaterals,
pledges and mortgages in favor of third parties.
The number and qualifications of the independent members
who will serve on the Board of Directors are determined in
accordance with the Capital Markets Legislation and the
Capital Markets Board's regulations regarding corporate
governance.
Salaries of Board Members and Auditors Salaries of Board Members and Auditors
Article 15 Article 15
Salaries and per diem of board members are determined by
the Shareholders' General Assembly. Based on the
ABOLISHED.
decisions of the General Assembly, Board members can be
paid certain monthly or annual salaries or specific fees for
each meeting. The salaries, per diem and other benefits to
be paid to independent board members must be arranged in
such a manner that their independence is not affected.
General Assembly
Article 16
General Assembly
Article 16
General Assembly of the Company can meet ordinarily or The
following
principles
apply
to
General
Assembly
extraordinarily. Ordinary general assemblies are held in 3 meetings:
months after the end of the accounting period of the
Company and at least once a year. Extraordinary general
assemblies are held when deemed to be necessary from the 16.1 Invitation Method: General Assemblies are held as
point of company operations and in accordance with the
provisions of these Articles of Incorporation.
ordinary and extraordinary. In this meeting, the agenda
items prepared by the Board of Directors, taking into account
the relevant provisions of the Turkish Commercial Code, are
The manner of work of general assemblies is regulated discussed and decided. The Extraordinary General Assembly
through an internal directive. General Assemblies are held meets when the Company's business requires and makes the
in accordance with the provisions of Turkish Commercial necessary decisions.
Code, the Capital Markets legislation and the internal
directive.
The relevant provisions of the Turkish Commercial Code and
the Capital Markets Law apply to the invitation to these
meetings. Article 29/1 of the Capital Markets Law is reserved
General Assembly invitations are made in accordance with regarding the invitation to the General Assembly meeting.
the
provisions
of
article
20
of
these
Articles
of
Incorporation.
Together with General Assembly invitations, related
The procedure of the General Assembly meeting is regulated
by an internal directive. The General Assembly meeting is
notifications and explanations stipulated by the applicable conducted in accordance with the provisions of the Turkish
legislation are provided in the website of the Company. Commercial Code and the internal directive.
Together with General Assembly invitations, assembly 16.2 Participation in the General Assembly Meeting via
agenda, the latest version of the Company Articles of Electronic Media: The shareholders who have the right to
Incorporation,
financial
tables
and
footnotes,
profit
attend the General Assembly meetings of the Company may
distribution suggestions, annual activity report and other also attend these meetings via electronic media in accordance
information regarding the agenda are presented at the
headquarters and branched of the Company. Documents
with Article 1527 of the Turkish Commercial Code.
regarding assemblies are published on the Company The Company may establish an electronic general assembly
website as well. system that will allow right holders to participate in the
General Assembly meetings electronically, express their
The related Ministry can be invited to the General opinions, make suggestions and vote in accordance with the
Assembly under conditions considered necessary by the provisions of the Regulation on General Assemblies to be
Ministry. Persons who are nominated as board member
candidates, existing board members, auditors and other
Held in Electronic Environment in Joint-Stock Companies,
or may purchase services from systems established for this
persons who have responsibility in the preparation of purpose. In all General Assembly meetings to be held, it shall
financial tables participate in General Assemblies. Reasons be ensured that right holders and their representatives can
of absence of absentees are explained. exercise their rights specified in the provisions of the said
Regulation through the established system in accordance
Shareholders who have the right to participate in General with this provision of the Articles of Association.
Assemblies may take part in the electronic environment, as

defined in article 1527 of the Turkish Commercial Code. The company may itself establish the electronic general assembly system that will ensure that shareholders can take part in the assemblies in the electronic environment, present their opinions, make suggestions and use their votes to right based on the provisions of the Regulations on the Joint Stock Company General Assemblies in the Electronic Environment, or buy services from systems already established by third persons for the same purpose. For all General Assemblies, it shall be ensured that the shareholders who have the right to participate in general assemblies and their proxies can use their rights as specified in the Regulations on the electronic system to be established in accordance with this provision of the Articles of Incorporation.

16.3 Meeting Time: The Ordinary General Assembly shall convene once a year and within three months from the end of the Company's accounting year, while the Extraordinary General Assembly shall convene when and where the Company's business requires.

16.4 Meeting Venue: The meeting place of the General Assembly shall be determined by the Board of Directors as the location of the Company's headquarters or branches or a convenient location in the city where the Company's headquarters is located.

16.5 Voting and Appointment of Proxy: Shareholders or their proxies present at the General Assembly meeting shall exercise their voting rights in proportion to the total nominal value of their shares. Shareholders have 1 (one) vote for each share they own. While voting, the provisions of the Turkish Commercial Code, the Capital Markets Law and other relevant legislation shall be complied with.

At the General Assembly meetings, shareholders may have themselves represented by proxy appointed from among other shareholders or from outside. Proxies who are shareholders in the Company are authorized to use the votes of the shareholders they represent, in addition to the votes arising from their own shares.

The Capital Markets Board's regulations regarding voting by proxy shall be complied with.

Each share is an indivisible whole against the Company and if there is more than one owner of a share, these persons may exercise their rights only by appointing a common representative. The provisions of Articles 432 and 477 of the Turkish Commercial Code shall apply in this regard. The right to vote in shares on which a usufruct right to vote has been established belongs to the usufruct owner. The right to vote in shares on which a pledge is made belongs to the owners.

16.6 Voting Method: Votes are cast openly and by raising hands at the General Assembly meetings. However, upon the request of shareholders representing one tenth of the shares present at the meetings, secret voting may be resorted to. The regulations of the Capital Markets Board shall be complied with in this regard.

16.7 Meeting and Decision Quorum: The provisions of the Turkish Commercial Code and the Capital Markets Law and the regulations regarding the Corporate Governance principles of the Capital Markets Board shall be complied with regarding the meeting and decision quorums in General Assemblies.

16.8 Presence of a Ministry Representative: It is mandatory for the Representative of the Ministry of Trade of the Republic of Turkey to be present at both ordinary and extraordinary General Assembly meetings and to sign the minutes of the meeting together with the relevant parties. Decisions taken at the General Assembly meetings held in the absence of the Ministry Representative and meeting minutes not bearing the signature of the Ministry Representative are not valid.

Venue Article 17
Article 17
General assemblies are held at the registered address of the
company, or any other suitable place in the same city.
Presence of the Representative of the Ministry of
ABOLISHED.
Article 18
Customs and Trade at the Meetings
Article 18
Provisions of the applicable legislation apply regarding the
presence of the representative of the Ministry of Customs
and
Trade
in
Ordinary
or
Extraordinary
General
ABOLISHED.
Assemblies.
Assembly Quorum Article 19
Article 19
Provisions of the Turkish Commercial Code, Capital
Markets Law and capital markets legislation apply for ABOLISHED.
Ordinary or Extraordinary General Assemblies and
assembly quorum.
Announcements Announcements
Article 20 – Article 20
Announcement of the Company are made in a daily Announcements belonging to the Company are made in
newspaper published in the same location with the
Company, save for the related provisions of the Turkish
accordance with the regulations and periods specified in the
Turkish Commercial Code and Capital Markets Legislation.
Commercial Code.
In relation to General Assemblies, announcement periods Material event disclosures to be made in accordance with the
and principles defined by the Turkish Commercial Code, regulations of the Capital Markets Board and all kinds of
capital markets legislation and the Management Principles announcements to be foreseen by the Board are made in a
of the Capital Markets Board are followed. General
Assembly announcements are made, in addition to the
timely manner in accordance with the relevant legislation.
procedures stipulated by the applicable legislation, at least
three weeks before the assembly, in a nationally circulated
newspaper and by every means of communication including
electronic
communication
in
order
to
ensure
communication
to
maximum
possible
number
of
shareholders.
Announcements regarding capital decreases and liquidation
are made in accordance with the related current provisions
of the Turkish Commercial Code.
Proxy statements to be used by the shareholders and
amendment texts, if the Articles of Incorporation is
suggested
to
be
amended,
are
also
announced.
Arrangements of the Capital Markets Board are saved for
announcements.
Right to Vote and Its Exercise Article 21
Article 21-
Shareholders exercise their right to vote in the general ABOLISHED.
assembly in proportion to the total nominal value of their
shares. One right of vote is exercised for every single share.
The right to vote is held by shareholders. Shareholders may
entrust their rights to vote to proxies they appoint among
shareholders or other persons. Arrangements of the Capital
Markets Board apply for voting by proxy. In General
Assemblies, shareholders may have themselves represented
by proxies they appoint among shareholders or other
persons. Any shareholder is authorized to use his or her own
right to vote, in addition to the right to vote of any other
shareholder for whom he or she is appointed as a proxy.
Samples of proxy statements to be used for General
Assemblies are prepared by the Company and announced
together with the General Assembly invitation.
Legal person shareholders are represented by persons they
authorize, while minors and restricted shareholders are
represented by their guardians. Such representatives do not
have to be Company shareholders. It is enough for them to
present valid identity documents authenticating their
capacities. For shares on which usufruct rights are
established, the right to vote is exercised by the beneficial
owner. For shares on which a pledge is established, the right
to vote is exercised by the owner.
Documents to be Submitted to the Ministry
Representative
Article 22
ACCOUNTING PERIOD
Article 22
One copy of the Board of Directors and auditors reports,
financial tables, assembly minutes and the list of attendants
showing the participants of the General Assembly and their
amounts
of
shares
are
submitted
to
the
ministry
representative.
The accounting period of the Company starts on the first day
of January and ends on the last day of December of the same
year.
Issuance of Debt Instruments
Article 26
ISSUANCE OF CAPITAL MARKET INSTRUMENTS
Article 26
The Company may issue all kinds of debt instruments in
accordance with the Turkish Commercial Code, Capital
Markets Law and the Communiques of the Capital Markets
Board, provided that the limitations set by the Capital
Markets Board are not exceeded.
The Company may issue debt instruments and all other kinds
of capital market instruments, including those recognised by
the Capital Markets Board as debt instruments, regulated in
the capital markets legislation to be sold domestically and/or
abroad within the framework of the capital markets
legislation.
The Board of Directors is authorised indefinitely to issue all
kinds of bonds, commercial bills and other capital market
instruments in the nature of debt instruments in accordance
with the provisions of the Capital Markets Law and the
relevant legislation.
In the issuances to be made, the limits and provisions
stipulated within the framework of the Capital Market Law
and the relevant legislation shall be complied with.
Invitations to General Assemblies AMENDMENTS OF THE ARTICLES OF ASSOCIATION
Article 27-
The General Assembly is called for based on the provisions
of Turkish Commercial Code, Capital Markets Law and the
arrangements of the Capital Markets Board.
The Board of Directors is authorized to call for ordinary or
extraordinary General Assemblies.
Article 27
The amendment of the Company's Articles of Association
shall be decided upon in the General Assembly to be invited
in accordance with the provisions of the Law and the Articles
of Association, after obtaining permission from the Ministry
of Trade of the Republic of Turkey with the approval of the
Capital Markets Board, within the framework of the
provisions of the Law, capital market legislation and the
Articles of Association. Amendments to the Articles of
Association shall be effective against third parties after
registration.
Invitations to Board Meetings
Article 28
MINORITY RIGHTS
Article 28
The Board of Directors is called for a meeting by the Board
Chairman, or by the Deputy Board Chairman in the absence
of the Board Chairman. In addition, any board member can
ask the Board Chairman to call the Board of Directors for a
meeting.
The minority rights of the shareholders constituting one
twentieth of the capital, as regulated in articles 411, 420, 439,
486, 531, 559 of the TCC and other articles of the TCC,
capital market legislation, CMB regulations and other
relevant legislation, and the exercise of these rights cannot be
restricted or prevented.
Shareholders and stakeholders who own at least one
twentieth of the Company capital can call for Board
meetings. The request for call is made to the Board
Chairman. In case the Board Chairman decides that an
urgent meeting is not necessary, he or she may open the
issue to discussion in the next board meeting.
Secretariat
Article 32
Article 32
documents related to board meetings are regularly prepared
and kept. Documents and information regarding the board
meeting agenda are shared with the board members by the
secretariat at least seven days before the meeting. Board
members are entitled to request information from the
company management via the secretariat at any time.
Committees Article 34
Article 34 –
Provisions of the related legislation apply for the
establishment, principles of operation and relationships ABOLISHED.
with the Board of Directors of the committees that are
required to be established based on the capital markets
legislation and other related legislation.

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