EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş.

Share Issue/Capital Change • Nov 22, 2024

TEXT OF AMENDMENT TO ARTICLES OF ASSOCIATION

OLD VERSION	NEW VERSION
Capital:	Capital:
Article 7- Company accepted the registered capital	Article 7- Company accepted the registered capital
system according to provisions of Capital Market Law	system according to provisions of Capital Market Law
and began to implement this system with permission No	and began to implement this system with permission No
       	       
Board.	Board.
The registered capital ceiling of the company is TRY	The registered capital ceiling of the company is TRY
7,000,000,000.00	7,000,000,000.00
(seven	(seven
billion	billion
Turkish	Turkish
Liras). When deems it necessary, Board of Directors	Liras). When deems it necessary, Board of Directors
may increase its capital by issuing share certificates	may increase its capital by issuing share certificates
each with a par value of 1 Kr (one kurus) and all issued	each with a par value of 1 Kr (one kurus) and all issued
to their bearers up to the amount of registered capital	to their bearers up to the amount of registered capital
between 2022 - 2026, provided that the terms of this	between 2022 - 2026, provided that the terms of this
Article are complied with.	Article are complied with.
The permission of registered capital ceiling given by	The permission of registered capital ceiling given by
Capital Market Board is valid for 5 years between the	Capital Market Board is valid for 5 years between the
years 2022 - 2026. Even if permitted registered capital	years 2022 - 2026. Even if permitted registered capital
ceiling would have not been reached at the end of 2026,	ceiling would have not been reached at the end of 2026,
in order for a decision on capital increase to be able to	in order for a decision on capital increase to be able to
be taken by Board of Directors, Board of Directors must	be taken by Board of Directors, Board of Directors must
be empowered by General Assembly on a new period	be empowered by General Assembly on a new period
for the ceiling permitted before or a new ceiling after	for the ceiling permitted before or a new ceiling after
obtaining the permission of Capital Market Board.	obtaining the permission of Capital Market Board.
Should such an empowerment cannot be obtained,	Should such an empowerment cannot be obtained,
capital increase shall not be made by Board of Directors	capital increase shall not be made by Board of Directors
decision.	decision.
Board of Directors is authorized to limit rights of	Board of Directors is authorized to limit rights of
shareholder to acquire new share certificates and issue	shareholder to acquire new share certificates and issue
share certificates above their nominal values, provided	share certificates above their nominal values, provided
that it is not contrary to the provisions of Turkish	that it is not contrary to the provisions of Turkish
Commercial Code and Capital Market Law.	Commercial Code and Capital Market Law.
Each share certificate has a 1 voting right.	Each share certificate has a 1 voting right.
The	The
issued	issued
capital	capital
of	of
the	the
company	company
is	is
TRY	TRY
3,500,000,000.00 (three billion five hundred million	7,000,000,000.00 (seven billion Turkish Liras) and all
Turkish Liras) and all paid-in. This capital consists of	paid-in. This capital consists of 700,000,000,000
350,000,000,000 (three hundred fifty billion) share	(seven hundred billion) share certificates, each with a
certificates, each with a par value of 1 Kr (one kurus).	par value of 1 Kr (one kurus).
Shares representing the capital are monitored on	Shares representing the capital are monitored on
records within the framework of registration principles.	records within the framework of registration principles.
This capital is divided into shares Group A and Group	This capital is divided into shares Group A and Group
B. 1 (one) share of registered certificate amounting to	B. 1 (one) share of registered certificate amounting to
1 Kr (one kurus) is A group and 349,999,999,999 (three	1 Kr (one kurus) is A group and 699,999,999,999 (six
hundred forty nine billion nine hundred ninety nine	hundred ninety nine billion nine hundred ninety
million nine hundred ninety nine thousand nine	nine million nine hundred ninety nine thousand
hundred ninety nine) share of certificates amounting	nine hundred ninety nine) share of certificates
to 3,499,999,999.99 (three billion four hundred	amounting to 6,999,999,999.99 (six billion nine
ninety nine million nine hundred ninety nine	hundred ninety nine million nine hundred ninety
thousand nine hundred ninety nine Turkish Liras,	nine thousand nine hundred ninety nine Turkish
ninety nine kurus) is B Group.	Liras, ninety nine kurus) is B Group.
The right of usufruct shall be established in favor of and	The right of usufruct shall be established in favor of and
to the name of Privatization Administration on the	to the name of Privatization Administration on the
shares of A Group with all rights appertaining thereto	shares of A Group with all rights appertaining thereto
unless otherwise decided by Supreme Board of	unless otherwise decided by Supreme Board of
Privatization. All voting rights on the shares of A Group	Privatization. All voting rights on the shares of A Group
shall be exercised by the holder of usufruct ("usufruct").	shall be exercised by the holder of usufruct ("usufruct").