Share Issue/Capital Change • Jan 16, 2026
Share Issue/Capital Change
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| ENKA İNŞAAT VE SANAYİ A.Ş. | ARTICLES OF ASSOCIATION Draft Amendment of Article |
|---|---|
| SHARE CAPITAL OF THE COMPANY | SHARE CAPITAL OF THE COMPANY |
| Article – 6 | Article – 6 |
| The Company has agreed and accepted the Registered Capital System in accordance | The Company has agreed and accepted the Registered Capital System in accordance |
| with the provisions of the Law No: 2499, and passed over to this system upon | with the provisions of the Law No: 2499, and passed over to this system upon |
| permission no: 26/743 of the Capital Markets Board dated 31.05.2002. | permission no: 26/743 of the Capital Markets Board dated 31.05.2002. |
| The Ceiling of the Registered Share Capital of the Company is TL 10.000.000.000,- | The Ceiling of the Registered Share Capital of the Company is TL 10.000.000.000, |
| - (Say: Ten Billion Turkish Liras) which is divided into total 10.000.000.000 Shares, | (Say: Ten Billion Turkish Liras) which is divided into total 10.000.000.000 Shares, |
| each having a nominal value of TL1, (Say: One Turkish Lira). | each having a nominal value of TL1, (Say: One Turkish Lira). |
| The total emitted Share Capital of the Company amounts to TL 6.000.000.000, (Say: Six Billion Turkish Liras) and is fully paid up. |
The total emitted Share Capital of the Company amounts to TL 6.000.000.000, (Say: Six Billion Turkish Liras) and is fully paid up. |
| The emitted Share Capital of the Company is divided into total 6.000.000.000 | The emitted Share Capital of the Company is divided into total 6.000.000.000 Shares, |
| Shares, each having a nominal value of TL1, (Say: One Turkish Lira). | each having a nominal value of TL1, (Say: One Turkish Lira). |
| When issuing and emitting new Share Certificates, any resolution for the issuance | When issuing and emitting new Share Certificates, any resolution for the issuance and |
| and emittance of any Privileged Share Certificates thereunder may be decided by | emittance of any Privileged Share Certificates thereunder may be decided by the |
| the General Assembly upon affirmative votes of so much shareholders or | General Assembly upon affirmative votes of so much shareholders or representatives |
the General Assembly upon affirmative votes of so much shareholders or representatives or proxies thereof who represent at least 75% of the Share Capital of the Company. By the resolution of the General Assembly for increasing the Share Capital of the Company, the pre-emption right of any shareholder may only then be restricted or abolished if actually justified reasons are present and such restriction or abolishment may be decided by affirmative votes of so much shareholders or representatives or proxies thereof who represent at least 60% of the Share Capital of the Company.
The Registered Share Capital Ceiling Permit as granted by the Capital Markets Board is valid for the period (of time of 5 years) between 2021 and 2025. Should such permitted Registered Share Capital Ceiling be not achieved at the end of the year 2025, the Board of Directors shall be obliged, in order to be able to take a decision for share capital increase after 2025, to obtain an authorization by the General Assembly for a further new period through getting the necessary permit by the Capital Markets Board for the previously permitted ceiling or for a new ceiling. Should the Board of Directors fail to obtain such an authorization by the General Assembly, the Company will be deemed as having dropped out of the Registered Capital System. Shares representing the Share Capital of the Company are to be traced on the basis of the booked records within the framework of the applicable principles of dematerialization of capital market instruments.
The Board of Directors is authorized to increase, between the years 2021 and 2025, the emitted Share Capital of the Company through issuing at any time as it deems for fit, any registered Shares up to the Registered Share Capital Ceiling in accordance with the provisions of the Capital Markets Law.
emittance of any Privileged Share Certificates thereunder may be decided by the General Assembly upon affirmative votes of so much shareholders or representatives or proxies thereof who represent at least 75% of the Share Capital of the Company. By the resolution of the General Assembly for increasing the Share Capital of the Company, the pre-emption right of any shareholder may only then be restricted or abolished if actually justified reasons are present and such restriction or abolishment may be decided by affirmative votes of so much shareholders or representatives or proxies thereof who represent at least 60% of the Share Capital of the Company.
The Registered Share Capital Ceiling Permit as granted by the Capital Markets Board is valid for the period (of time of 5 years) between 2026 and 2030. Should such permitted Registered Share Capital Ceiling be not achieved at the end of the year 2030, the Board of Directors shall be obliged, in order to be able to take a decision for share capital increase after 2030, to obtain an authorization by the General Assembly for a further new period through getting the necessary permit by the Capital Markets Board for the previously permitted ceiling or for a new ceiling. Should the Board of Directors fail to obtain such an authorization by the General Assembly, the Company will be deemed as having dropped out of the Registered Capital System. Shares representing the Share Capital of the Company are to be traced on the basis of the booked records within the framework of the applicable principles of dematerialization of capital market instruments.
The Board of Directors is authorized to increase, between the years 2026 and 2030, the emitted Share Capital of the Company through issuing at any time as it deems for fit, any registered Shares up to the Registered Share Capital Ceiling in accordance with the provisions of the Capital Markets Law.
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