ADEL KALEMCİLİK TİCARET VE SANAYİ A.Ş.

Registration Form • May 23, 2024

ADEL KALEMCİLİK TİCARET VE SANAYİ ANONİM ŞİRKETİ ARTICLES OF ASSOCIATION AMENDMENT TEXT

OLD VERSION	NEW VERSION
Article 10 -	Article 10 -
SHARE CAPITAL	SHARE CAPITAL
The Company accepted the registered capital	The Company accepted the registered capital
system as per the provisions of the Capital Markets	system as per the provisions of the Capital Markets
Law and implemented the registered capital system	Law and implemented the registered capital system
upon the Capital Markets Board's approval dated	upon the Capital Markets Board's approval dated
03/05/2013 and numbered 4718. The registered	03/05/2013 and numbered 4718. The registered
share capital ceiling amount of the Company is TL	share capital ceiling amount of the Company is TL
35,000,000	1,450,000,000
(thirty five million	(one billion four hundred and fifty
Turkish Liras).	million Turkish Liras).
The increased share capital of the Company is TL	The increased share capital of the Company is TL
23,625,000 (twenty three million six hundred	23,625,000 (twenty three million six hundred
twenty five thousand) and the increased share	twenty five thousand) and the increased share
capital has been fully paid in without any	capital has been fully paid in without any
encumbrances. The increased share capital of TL	encumbrances. The increased share capital of TL
23,625,000 (twenty three million six hundred	23,625,000 (twenty three million six hundred
twenty	twenty
five	five
thousand)	thousand)
has	has
been	been
divided	divided
in	in
23.625.000 shares each with a nominal value of	23.625.000 shares each with a nominal value of
3.637.941 of which are registered shares and	3.637.941 of which are registered shares and
19.987.059 of which are bearer shares.	19.987.059 of which are bearer shares.
The registered share capital ceiling amount granted	The registered share capital ceiling amount granted
by the Capital Markets Board is valid between	by the Capital Markets Board is valid between
2020-2024	2024-2028
(for five years). Even if the granted	(for five years). Even if the granted
ceiling is not reached at the end of 2024, an	ceiling is not reached at the end of 2028, an
authorization should be obtained from the general	authorization should be obtained from the general
assembly	assembly
for a term of five years	for a term of five years
by means of	by means of
obtaining an approval from the Capital Markets	obtaining an approval from the Capital Markets
Board either for the previously granted ceiling or a	Board either for the previously granted ceiling or a
new one in order for the board to resolve on a share	new one in order for the board to resolve on a share
capital increase.	capital increase.
Otherwise, the Company cannot	Otherwise, the Company cannot
increase the share capital through a Board of	increase the share capital through a Board of
Directors resolution.	Directors resolution.
The board of	The board of
directors, in accordance with the	directors, in accordance with the
provisions of the Capital Markets Law, is entitled	provisions of the Capital Markets Law, is entitled
to resolve on increasing the registered share capital	to resolve on increasing the registered share capital
of the Company by issuing new shares up to the	of the Company by issuing new shares up to the
ceiling amount, restricting the rights of the	ceiling amount, restricting the rights of the
privileged	privileged
shareholders,	shareholders,
restricting	restricting
the	the
shareholders' right to acquire new shares, issuance	shareholders' right to acquire new shares, issuance
of shares with privileged shares or shares over or	of shares with privileged shares or shares over or
below the nominal value and issuance of dedicated	below the nominal value and issuance of dedicated
shares.	shares.
The Board of Directors shall exercise this	The Board of Directors shall exercise this
power in line with the equal treatment principle.	power in line with the equal treatment principle.