Regulatory Filings • Apr 5, 2024
Regulatory Filings
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| OLD VERSION | NEW VERSION |
|---|---|
| Scope and Objective | Scope and Objective |
| Article 3: | Article 3: |
The purpose of the Company is to produce all kinds of carbonated and still drinks, fruit and vegetable juices, mineral and drinking waters, natural mineral waters, natural spring waters, natural mineral carbonated drinks with fruit, flavored natural mineral carbonated drinks, processed waters, all kinds of tea, herbal teas, all kinds of coffee, cocoa, all kinds of coffee, Establishment and operation of facilities for the production, packaging and filling of all kinds of non-alcoholic beverages, including cocoa or chocolate-based beverages, buttermilk, yogurt drinks, milk and all kinds of milk-based beverages, and their storage, sales and distribution activities. In relation to its field of activity, the Company:
(i) All kinds of carbonated and non-carbonated drinks, fruit and vegetable juices, mineral and drinking waters, natural mineral waters, natural spring waters, natural mineral carbonated drinks with fruit, flavored natural mineral carbonated drinks, processed waters, all kinds of tea, herbal teas, all kinds of coffee, cocoa, all kinds of coffee, cocoa or chocolate-based drinks and buttermilk, yogurt drinks, establish, operate or have operated, lease or have leased or have leased the facilities required for the production, storage, sale and distribution of all kinds of nonalcoholic beverages, including but not limited to milk and all kinds of milk-based beverages, and for the production, storage, sale and distribution of all kinds of non-alcoholic beverages in all forms, in various containers or packages, including but not limited to cans and bottles may obtain exploration and operation licenses for all kinds of mineral and drinking waters, natural mineral waters and natural spring waters, establish the necessary facilities and carry out all activities; may produce, sell, import and export pet bottles, glass bottles, recyclable pet bottles, pet bottle preforms, all kinds of plastic, pet, aluminum, metal and glass beverage packaging and all kinds of bottles including plastic and glass carboys and all kinds of packaging materials in paper, glass, metal, plastic and other types;
(ii) It may engage in all kinds of import, export, construction and production, representation, agency, transportation, distribution, marketing, trading of products and services on the internet and other commercial activities;
(iii) In accordance with the Capital Markets legislation, the Company may acquire, sell, lease, rent out all kinds of movable and immovable properties; may carry out subdivision and unification transactions, may make real estate sales promises, may establish usufruct rights and easement rights or accept these rights, may establish condominium ownership, may abandon and donate the pieces of land that fall on green areas and roads for public benefit, may transfer and relinquish the acquired real estates and the facilities on them; Provided that the necessary disclosures stipulated by the Capital Markets Board within the scope of special cases in order to enlighten the investors as required by the Company's business, in favor of its own legal entity and its subsidiaries included in its financial statements within the scope of full consolidation on real estates owned by the Company or third parties and for the purpose of carrying out its ordinary commercial activities, The Company may establish all kinds of real or personal rights, primarily mortgages and pledges, in favor of other third parties, may take mortgages and pledges in its own favor in order to secure its receivables, and may establish other real or personal rights and may release them. The regulations made by the Capital Markets Board shall be complied with in the first place for the Company to provide guarantees, warranties, sureties in favor of third parties or to establish pledge rights including mortgages.
The purpose of the Company is to produce all kinds of carbonated and still drinks, fruit and vegetable juices, mineral and drinking waters, natural mineral waters, natural spring waters, natural mineral carbonated drinks with fruit, flavored natural mineral carbonated drinks, processed waters, all kinds of tea, herbal teas, all kinds of coffee, cocoa, all kinds of coffee, Establishment and operation of facilities for the production, packaging and filling of all kinds of non-alcoholic beverages, including cocoa or chocolate-based beverages, buttermilk, yogurt drinks, milk and all kinds of milk-based beverages, and their storage, sales and distribution activities. In relation to its field of activity, the Company:
(i) All kinds of carbonated and non-carbonated drinks, fruit and vegetable juices, mineral and drinking waters, natural mineral waters, natural spring waters, natural mineral carbonated drinks with fruit, flavored natural mineral carbonated drinks, processed waters, all kinds of tea, herbal teas, all kinds of coffee, cocoa, all kinds of coffee, cocoa or chocolate-based drinks and buttermilk, yogurt drinks, establish, operate or have operated, lease or have leased or have leased the facilities required for the production, storage, sale and distribution of all kinds of nonalcoholic beverages, including but not limited to milk and all kinds of milk-based beverages, and for the production, storage, sale and distribution of all kinds of non-alcoholic beverages in all forms, in various containers or packages, including but not limited to cans and bottles may obtain exploration and operation licenses for all kinds of mineral and drinking waters, natural mineral waters and natural spring waters, establish the necessary facilities and carry out all activities; may produce, sell, import and export pet bottles, glass bottles, recyclable pet bottles, pet bottle preforms, all kinds of plastic, pet, aluminum, metal and glass beverage packaging and all kinds of bottles including plastic and glass carboys and all kinds of packaging materials in paper, glass, metal, plastic and other types;
(ii) It may engage in all kinds of import, export, construction and production, representation, agency, transportation, distribution, marketing, trading of products and services on the internet and other commercial activities;
(iii) In accordance with the Capital Markets legislation, the Company may acquire, sell, lease, rent out all kinds of movable and immovable properties; may carry out subdivision and unification transactions, may make real estate sales promises, may establish usufruct rights and easement rights or accept these rights, may establish condominium ownership, may abandon and donate the pieces of land that fall on green areas and roads for public benefit, may transfer and relinquish the acquired real estates and the facilities on them; Provided that the necessary disclosures stipulated by the Capital Markets Board within the scope of special cases in order to enlighten the investors as required by the Company's business, in favor of its own legal entity and its subsidiaries included in its financial statements within the scope of full consolidation on real estates owned by the Company or third parties and for the purpose of carrying out its ordinary commercial activities, The Company may establish all kinds of real or personal rights, primarily mortgages and pledges, in favor of other third parties, may take mortgages and pledges in its own favor in order to secure its receivables, and may establish other real or personal rights and may release them. The regulations made by the Capital Markets Board shall be complied with in the first place for the Company to provide guarantees, warranties, sureties in favor of third parties or to establish pledge rights including mortgages.
| OLD VERSION (Continued) | NEW VERSION (Continued) |
|---|---|
| (iv) | (iv) |
| The Company may enter into long, medium and short | The Company may enter into long, medium and short |
| term loan agreements with domestic and foreign organizations, | term loan agreements with domestic and foreign organizations, |
| institutions and banks and may obtain loans for the activities | institutions and banks and may obtain loans for the activities |
| falling within the scope of the Company's field of activity, provided | falling within the scope of the Company's field of activity, provided |
| that such agreements are not in the nature of intermediary | that such agreements are not in the nature of intermediary |
| activities; Issue, purchase, sell, pledge and collateralize share | activities; Issue, purchase, sell, pledge and collateralize share |
| certificates, bonds, debt securities and other securities, financial | certificates, bonds, debt securities and other securities, financial |
| derivative instruments, structured instruments and/or other | derivative instruments, structured instruments and/or other |
| capital market instruments in accordance with the provisions of | capital market instruments in accordance with the provisions of |
| the Turkish Commercial Code, the Capital Markets Law and the | the Turkish Commercial Code, the Capital Markets Law and the |
| relevant legislation, provided that they do not constitute | relevant legislation, provided that they do not constitute |
| investment services and activities; | investment services and activities; |
| (v) | (v) |
| It may enter into dealership, agency, subcontracting, | It may enter into dealership, agency, subcontracting, |
| brokerage, distributorship and representation agreements and | brokerage, distributorship and representation agreements and |
| enter into commitments; | enter into commitments; |
| (vi) | (vi) |
| It may acquire, use, sell, transfer, lease all kinds of | It may acquire, use, sell, transfer, lease all kinds of |
| intellectual rights, inventions, licenses, concessions, trademarks, | intellectual rights, inventions, licenses, concessions, trademarks, |
| models, | models, |
| know-how, | know-how, |
| trade | trade |
| names, | names, |
| copyrights, | copyrights, |
| special | special |
| manufacturing and production methods and similar intangible | manufacturing and production methods and similar intangible |
| rights, or acquire rights to use these rights from third parties; it | rights, or acquire rights to use these rights from third parties; it |
| may develop computer software and programs, and may perform | may develop computer software and programs, and may perform |
| their software, development, use, exploitation, use, sale, lease, | their software, development, use, exploitation, use, sale, lease, |
| transfer and licensing; | transfer and licensing; |
| (vii) | (vii) |
| Without prejudice to Article 21/1 of the Capital Markets | Without prejudice to Article 21/1 of the Capital Markets |
| Law, the Company may participate in other domestic and foreign | Law, the Company may participate in other domestic and foreign |
| enterprises and companies engaged in or assisting in the | enterprises and companies engaged in or assisting in the |
| achievement of the foregoing, establish new companies and | achievement of the foregoing, establish new companies and |
| subsidiaries of any kind, take over existing companies, join or | subsidiaries of any kind, take over existing companies, join or |
| become a member of professional organizations, provided that it | become a member of professional organizations, provided that it |
| obtains the necessary permits required by all applicable | obtains the necessary permits required by all applicable |
| legislation obligations; | legislation obligations; |
| (viii) The Company may establish foundations for social purposes in a manner and to the extent that will not prevent the realization of its field of activity and within the framework of the Capital Markets legislation; and may allocate shares from the profit to these foundations and other foundations for social purposes, provided that they do not exceed the 5% of the corporate income calculated in accordance with the tax laws for that year, which is allowed to be deducted from the Corporate Tax base. It is essential that the donations made are added to the distributable profit base, that the donations made during the year are presented to the shareholders at the General Assembly, that the donations do not contradict the regulations on disguised profit transfer regulated by the Capital Markets Law, that the necessary material event disclosures are made and that the donations made during the year are realized in a way that does not hinder the purpose and subject of the company. In addition, in accordance with Article 522 of the Turkish Commercial Code, the Company may establish charitable organizations for the Company's executives, employees and workers, or set aside reserves for |
(viii) The Company may establish foundations for social purposes in a manner and to the extent that will not prevent the realization of its field of activity and within the framework of the Capital Markets legislation; and may allocate shares from the profit to these foundations and other foundations for social purposes, provided that they do not exceed the 5% of the corporate income calculated in accordance with the tax laws for that year, which is allowed to be deducted from the Corporate Tax base. It is essential that the donations made are added to the distributable profit base, that the donations made during the year are presented to the shareholders at the General Assembly, that the donations do not contradict the regulations on disguised profit transfer regulated by the Capital Markets Law, that the necessary material event disclosures are made and that the donations made during the year are realized in a way that does not hinder the purpose and subject of the company. In addition, in accordance with Article 522 of the Turkish Commercial Code, the Company may establish charitable organizations for the Company's executives, employees and workers, or set aside reserves for |
their maintenance.
their maintenance.
| OLD VERSION (Continued) | NEW VERSION (Continued) |
|---|---|
| ------------------------- | ------------------------- |
(ix) The Company may engage in the production and trade of natural food ingredients based on fruits and vegetables (including but not limited to fruit juice concentrates and purees, vegetable extracts and concentrates, colorants and preservatives), agro-industrial investments, production and trade of processed and packaged agricultural products (processed fruit, vegetable products and preserves) worldwide for the purpose of realizing its purpose and subject matter;
(x) Establishment, commissioning, leasing of solar or wind electric energy production facilities in order to provide the electrical energy needed in production activities, construction, commissioning, taking over, taking over, leasing, leasing of all kinds of facilities and infrastructure for the production of electrical energy, sale of the produced electrical energy and / or capacity to customers, With or without the necessary license from the Energy Market Regulatory Board, it may operate in the fields of establishing electricity generation facilities with all kinds of renewable energy resources, especially solar and/or wind energy, for the conversion of renewable energy resources into electrical energy in production facilities, production of electrical energy, distribution and sale of the produced electrical energy in the manner and to the extent permitted by the legislation;
(xi) Wholesale and retail trading of beverages and all kinds of other beverages and food products, electronics, textiles, accessories, personal hygiene and consumer products, creating online marketplaces with different categories for the sale of all kinds of goods and services, publishing, building, operating websites over the internet and establishing infrastructure for these services, developing software in the field of information technologies and granting license rights to third parties, providing software and hardware support and consultancy services, including all kinds of computer systems, systems, databases, networks, websites, etc. The Company may engage in commercial activities for the purposes of providing software and hardware support and consultancy services, including the coding of software and customer-specific software;
In such cases requiring amendments to the Articles of Association in order for the Company to engage in other activities not mentioned above but deemed necessary or beneficial directly or indirectly to its field of activity, such amendments shall be submitted to the approval of the General Assembly upon the decision of the Board of Directors after obtaining the necessary legal and administrative permissions.
(ix) The Company may engage in the production and trade of natural food ingredients based on fruits and vegetables (including but not limited to fruit juice concentrates and purees, vegetable extracts and concentrates, colorants and preservatives), agro-industrial investments, production and trade of processed and packaged agricultural products (processed fruit, vegetable products and preserves) worldwide for the purpose of realizing its purpose and subject matter;
(x) Establishment, commissioning, leasing of solar or wind electric energy production facilities in order to provide the electrical energy needed in production activities, construction, commissioning, taking over, taking over, leasing, leasing of all kinds of facilities and infrastructure for the production of electrical energy, sale of the produced electrical energy and / or capacity to customers, With or without the necessary license from the Energy Market Regulatory Board, it may operate in the fields of establishing electricity generation facilities with all kinds of renewable energy resources, especially solar and/or wind energy, for the conversion of renewable energy resources into electrical energy in production facilities, production of electrical energy, distribution and sale of the produced electrical energy in the manner and to the extent permitted by the legislation;
(xi) Wholesale and retail trading of beverages and all kinds of other beverages and food products, electronics, textiles, accessories, personal hygiene and consumer products, creating online marketplaces with different categories for the sale of all kinds of goods and services, publishing, building, operating websites over the internet and establishing infrastructure for these services, developing software in the field of information technologies and granting license rights to third parties, providing software and hardware support and consultancy services, including all kinds of computer systems, systems, databases, networks, websites, etc. The Company may engage in commercial activities for the purposes of providing software and hardware support and consultancy services, including the coding of software and customer-specific software;
(xii) The Company may engage in information technologies and software programs, and may also provide all kinds of management support services to its subsidiaries or affiliates,
In such cases requiring amendments to the Articles of Association in order for the Company to engage in other activities not mentioned above but deemed necessary or beneficial directly or indirectly to its field of activity, such amendments shall be submitted to the approval of the General Assembly upon the decision of the Board of Directors after obtaining the necessary legal and administrative permissions.
| OLD VERSION | NEW VERSION |
|---|---|
| Share Capital: Article 6: |
Share Capital Article 6: |
| The Company's share capital is TL 254,370,782. This capital is divided into 25,437,078,200 shares, each with a nominal value of 1Kr. These shares are divided into (A), (B) and (C) Group shares. Group (A) and (B) shares are registered shares, Group (C) shares are bearer shares. TL 254,370,782, which constitutes the capital of the Company, has been fully paid free of collusion. In capital increases, Group (A) shares in proportion to Group (A) shares, Group (B) shares in proportion to Group (B) shares, and Group (C) shares in proportion to Group (C) shares will be issued to represent the increased capital. In capital increases, provided that it is on the agenda of the general assembly and an explicit decision is taken in this direction, the shares remaining after the use of the pre emptive right or in cases where the use of the pre-emptive right is restricted, all newly issued shares will be (C) Group bearer shares and will be offered to the public at the market price, not below the nominal value, in accordance with the communiqués of the Capital Markets Board. The shares representing the capital are monitored in dematerialized form at the Central Securities Depository within the framework of dematerialization principles. |
The Company has adopted the registered capital system in accordance with the provisions of Law No. 6362 and the registered capital system was adopted with the permission of the Capital Markets Board dated …./…./… and numbered … The registered capital ceiling of the Company is TL 6,000,000,000. The authorized capital ceiling granted by the Capital Markets Board is valid for 5 years between 2024 and 2028. At the end of 2029, even if the permitted registered capital ceiling has not been reached, it is obligatory to obtain authorization from the general assembly for a new period not exceeding 5 years by obtaining permission from the Capital Markets Board for the permitted ceiling or a new ceiling amount. If the said authorization is not obtained, no capital increase can be made with the decision of the board of directors. The issued capital of the Company is TL 254,370,782. This capital is divided into 25,437,078,200 shares, each with a nominal value of 1Kr. These shares are divided into (A), (B) and (C) Group shares. Group (A) and (B) shares are registered shares, Group (C) shares are bearer shares. TL 254,370,782, which constitutes the capital of the Company, has been fully paid free of collusion. In capital increases, Group (A) shares in proportion to Group (A) shares, Group (B) shares in proportion to Group (B) shares, and Group (C) shares in proportion to Group (C) shares will be issued to represent the increased capital. In capital increases, provided that it is on the agenda of the general assembly and an explicit decision is taken in this direction, the shares remaining after the use of the pre-emptive right or in cases where the use of the pre-emptive right is restricted, all newly issued shares will be Group (C) bearer shares and will be offered to the public in accordance with the communiqués of the Capital Markets Board at the market price, not below the nominal value. Shares representing the capital are monitored in dematerialized form within the framework of dematerialization principles. The capital of the Company may be increased or decreased, if necessary, in accordance with the provisions of the Turkish Commercial Code and Capital Market Legislation. |
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