Registration Form • Sep 8, 2025
Registration Form
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| CURRENT TEXT | REVISED TEXT |
|---|---|
| ARTICLE 6: SHARE CAPITAL | ARTICLE 6: SHARE CAPITAL |
| 6.1. | 6.1. |
| The Company has accepted the registered share capital system according | The Company has accepted the registered share capital system according |
| to the provisions of the Capital Markets Law and adopted the registered share | 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 | capital system under the permission nr. 16 issued by the Capital Markets Board on |
| on the date of 09.03.1982. | the date of 09.03.1982. |
| 6.2. | 6.2. |
| The registered share capital ceiling of the Company is TL 500,000,000 | The registered share capital ceiling of the Company is TL 10.000.000.000 |
| (Five hundred million Lira) and it is divided into 50,000,000,000 (fifty billion) | TL (Ten billion Lira) and it is divided into 1.000.000.000.000 (One trillion) shares |
| shares each with a nominal value of 1 (One) Kuruş. | each with a nominal value of 1 (One) Kuruş. |
| 6.3. | 6.3. |
| The permission granted by the Capital Markets Board for the upper limit | The permission granted by the Capital Markets Board for the upper limit |
| of the registered share capital is valid for the years 2017-2021 (5 years). Even if | of the registered share capital is valid for the years 2025-2029 (5 years). Even if |
| the permitted registered share capital ceiling is not reached by the end of the year | the permitted registered share capital ceiling is not reached by the end of the year |
| 2021, in order for the Board of Directors to take a capital increase decision after | 2029, in order for the Board of Directors to take a capital increase decision after |
| 2021, the necessary authorization shall be obtained from the general assembly of | 2029, 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 | 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 | Capital Markets Board for the same amount or for a new ceiling. If such |
| authorization is not taken, capital increase cannot be done with Board of Directors | authorization is not taken, capital increase can not be done with Board of Directors |
| decision. | decision. |
| 6.4. | 6.4. |
| The issued share capital of the Company is TL 3.509.100.000 (Three | The issued share capital of the Company is TL 3.509.100.000 (Three |
| billion five hundred nine million one hundred thousand Turkish Lira) and it is | billion five hundred nine million one hundred thousand Turkish Lira) and it is |
| divided into 350.910.000.000 (Three hundred fifty billion nine hundred ten | 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 | million) registered shares in total, consisting of three groups of Group A, Group B |
| B and Group C shares, each with a nominal value of 1 (one) Kuruş. | and Group C shares, each with a nominal value of 1 (one) Kuruş. |
| 6.5. | 6.5. |
| The issued share capital of the Company has been fully paid-in and | The issued share capital of the Company has been fully paid-in and |
| covered free of any collusion. | covered free of any collusion. |
| Most recently, the Company's capital of | Most recently, the Company's capital of |
| 350,910,000 TL has been increased by 3,158,190,000 TL, fully financed from | 350,910,000 TL has been increased by 3,158,190,000 TL, fully financed from |
| internal resources, to reach a total of 3,509,100,000 TL. | internal resources, to reach a total of 3,509,100,000 TL. |
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 Percenta ge (%) |
|---|---|---|---|---|
| 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.,6 0 |
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 2017 to the end of 2021, 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 pre-emptive 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.
| 6.6. | Distribution of the shares representing the issued share capital, among the groups of shares is as listed below. |
||
|---|---|---|---|
| SHARE GROUP |
NUMBER OF SHARES |
NOMINAL VALUE TL |
SHARE PERCENTAGE (%) |
| A | 68.925.773.770 | 689.257.737,70 | 19,6420 |
| B | 137.987.189.470 | 1.379.871.894,70 | 39,3227 |
| C | 143.997.036.760 | 1.439.970.367,60 | 41,0353 |
| Toplam | 350.910.000.000 | 3.509.100.000,00 | 100,0000 |
6.7. Ford Deutschland Engineering 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 2017 to the end of 2021, 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 pre-emptive 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.
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