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Main contract

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  • DCIM100MEDIADJI_0017.JPG

AKSU ENERJİ ve TİC. A.Ş.

Articles Of Association

INCORPORATION(1)

Article 1– A joint stock company has been established in accordance with the relevant provisions of the Turkish Commercial Code to be managed in accordance with the laws in force and the provisions of this articles of association between the group and the owners of the shares decided to be issued, as shown in the following articles, for the shareholders who have signed this articles of association.

 

FOUNDERS (2)

 

Article 2- The establishment of Aksu Energy and Trade Joint Stock Company was registered on 18.11.1985 and announced in the Turkish Trade Registry Gazette No. 1391 on 21.11.1985.

 

COMPANY'S TITLE

 

Article 3– The name of the company is “AKSU ENERJİ VE TİCARET ANONİM ŞİRKETİ”.

 

PURPOSE AND SUBJECT(3)

 

Article 4– The main subjects of the company are shown below.

  • The company is engaged in the establishment, commissioning or purchasing of ready-made facilities for the generation of electrical energy, leasing, selling the produced electrical energy to customers.
  • The Company may conduct exploration and extraction activities, purchase, sell, rent, lease all kinds of oil, gas, mining and underground resources, provided that necessary permits are obtained. It can process the mined mines, sell them as raw, ore or finished goods, import and export them. It can establish facilities for the processing of mines, buy, sell, import and export machinery and necessary equipment. It can participate in the tenders to be opened by the government for all kinds of mineral exploration and extraction concessions. All kinds of mining sites can apply for licenses, take over, transfer.

 

The Company shall operate in accordance with the relevant energy legislation, including the electricity market, the natural gas market, the petroleum market and the mine legislation, in order to achieve the objective set out in sections (A) and (B) above:

 

1-  Obtaining the necessary permits and licenses from the Energy Market Regulatory Authority in order to produce electrical energy, establishing all kinds of facilities, commissioning, purchasing, taking over, renting, leasing,

 

2- For electricity production based on all kinds of energy and renewable energy sources; Selling, purchasing, processing, storing, transporting all kinds of mines and gases, petroleum, natural gas and derivatives, geothermal, water resources, natural resources and all kinds of other energy resources and all kinds of raw materials and auxiliary materials necessary for electricity generation, within the framework of the relevant legislation to import, export, trade and to participate in all kinds of official and private tenders, to conclude agreements,

3-   Selling, storing and evaluating steam, hot water, gas, waste and other by-products generated during electricity generation activity,

 

4-  To search for, extract, operate, buy, sell, rent, lease underground and surface mineral and natural resources, geothermal and natural mineral water resources and geothermal-derived gases in accordance with current Laws, obtain exploration and operation licenses for geothermal resources and natural mineral waters to obtain a mining license, to search for mines, to request an operating right, to obtain an operating license and an operating concession, to establish mortgages and pledges on mining licenses, to take over the rights of transferable mines, to open and operate all kinds of mines and coal mines, provided that they comply with the relevant legislation. , to establish mining enterprises and mining industry facilities, to produce machinery, spare parts, equipment and installations related to mining, to buy, sell, market, import and export, purchase, process, enrich, sell ore, establish a pledge on the mineral ore ,

 

5-  Selling the generated electrical energy and/or capacity to legal entities holding wholesale licenses, legal entities holding retail licenses and eligible consumers through bilateral agreements,

 

6- Entering into a subsidiary relationship with distribution companies established or to be established without creating control, provided that the article 15/last provision of the CMB is reserved,

 

7- Entering into a subsidiary relationship with electrical power generation companies that have been established or will be established, provided that the article 15/last provision of the CMB is reserved.

On the other hand, the Company may engage in the following matters to be limited to the activities of the Company in order to realize the matters related to its purpose and subject, to make the necessary explanations within the scope of the Capital Market legislation and to comply with the principles set forth in the capital market legislation in order to ensure the clarification of the investors:

a)-To open agencies, representative offices, branches and to carry out marketing activities in relation to its fields of activity,

b)-Renting, buying and selling machinery and equipment from home and abroad in relation to its fields of activity,

c)-Renting, purchasing, selling and operating facilities in relation to its fields of activity,

d)-Acquiring, operating, purchasing, selling all kinds of movable and immovable goods and vehicles, not in the nature of intermediary activities, securities portfolio management and investment consultancy activities regulated by the capital market legislation regarding their fields of activity, on real estates of other persons as collateral for company receivables to take a mortgage, to release it and to give a mortgage as a guarantee for the debts of both the company and other individuals and companies, to make real estate related, amalgamation, allotment, abandonment, easement rights establishment and type correction in the real estates it owns, to promise real estate sales; or to accept these rights; establishing a condominium, leaving the green field and the pieces of land that hit the road for public benefit; to transfer and renounce the acquired real estate and the facilities on them,

e)-Establishing and releasing all kinds of real or personal rights, primarily mortgages, as a guarantee for the debts of the company or other persons and companies, on real estate owned by the company or third parties, provided that they comply with the principles set forth in the Capital Markets legislation; to carry out all similar transactions, to establish real rights for and against the company,

f)-Provided that it complies with the principles set forth in the Capital Markets legislation, on all kinds of movable goods belonging to or to be acquired by the Company, as the guarantee of all kinds of cash and non-cash loan agreements and all kinds of similar financing agreements to be made for the purpose of financing the debts of the Company and the needs of the Company. to establish all kinds of encumbrances such as but not limited to pledges, real rights, commercial enterprise pledges, right of use in favor of third parties to be nominated or to be designated, to establish pledge, real right, right of use on the movable properties of the company as a guarantee for the debts of other persons and companies, their affiliates and remove,

g) To obtain all kinds of cash, non-cash loans in short, medium and long term in the domestic and foreign banks, financial institutions, financial markets, commodity exchanges and similar institutions, financial markets, commodity exchanges and markets, to make agreements, to provide resources, to the subsidiaries, affiliates, management, participation in the management of the business partnerships, business advisory activities, and to provide all kinds of consultancy management and organization services in the form of investment advisory activities, provided that, in accordance with the principles laid down in the Capital Markets legislation to provide mortgage, surety and guarantee as collateral for other individuals and companies' debts, to be joint debtor and joint guarantor or only to be guarantor,

(h) To participate in the tenders to be opened by the relevant authorities, public institutions and institutions and municipalities and to obtain the necessary authorization and permissions; for the provision, sale and distribution of drinking, using and industrial water from all kinds of underground and aboveground sources; to make or do any kind of survey and project of any kind of facility, to establish or establish, operate, rent, rent out, take over and operate the ones according to these projects,

ı) To make agreements with domestic and / or foreign companies related to the activity subjects, to enter into and make commitments in domestic or abroad, to employ Joint Staff, to exchange personnel, to employ foreign experts when necessary,

i) - To provide the management and technical organizations of the companies to be established or to be established as a founder,

j) - All legally required by the Capital Markets Board, with all the legislative obligations in force and without the qualifications of intermediary activities, securities portfolio management and investment advisory activities regulated by Capital Markets legislation, without prejudice to Article 15 / final provision of Capital Market Law. to establish a company with domestic and / or foreign real and / or legal persons, to participate in partnerships, to participate in existing or existing companies, to buy stocks or shares of existing or established companies, to obtain bonds, dispose of the values ​​acquired in accordance with its purpose when necessary,

k) To make industrial and commercial investments in the activity areas; to acquire, transfer and waive the brand, patent, know-how and other industrial property rights related to its purpose, and to make license agreements on them,

l) - To accept foreign co-ownership in the form, nature and procedure permitted by the relevant legislation,

So much so; The principles determined in the framework of capital market legislation shall be complied with in terms of providing guarantee, surety, collateral or pledge right including mortgage on its behalf and in favor of third parties.

 

In case of changes in the purpose and the purpose of the company, the necessary permits should be obtained from the Energy Market Regulatory Board, the Capital Markets Board and the Ministry of Industry and Trade.

 

HEAD OFFICE AND BRANCHES OF THE COMPANY ([4])

 

Article 5– The headquarters of the company is in Isparta. Its address is Piri Mehmet Mahallesi Mimar Sinan Caddesi Miralay Mustafa Nuri Bey Office Floor: 2 No: 77 32100-ISPARTA.

 

changes of address, registration with the trade registry and announced in Turkey Trade Registry Gazette and also notified to the Ministry of Industry and Trade. The notification made to the registered and announced address shall be deemed to be made to the Company. The Company may open branches at home and abroad on condition that it informs the Ministry of Industry and Trade.

 

 

COMPANY MANAGER (5)

The existence of the company is not limited to a certain period and is indefinite. Shareholders' general assembly may limit the duration of the company, provided that they comply with legal obligations. Permission is obtained from the necessary institutions in this regard.

 

REGISTERED CAPITAL (6)

 

Article 7–  The company has accepted the registered capital system in accordance with the provisions of the Capital Market Law and has adopted this system with the permission of the Capital Markets Board dated 25.11.1987 and numbered 688.

 

The registered capital of the company is 150,000,000.- (One Hundred and Fifty million) TL and it is divided into 150.000.000 (One Hundred and Fifty million) shares, each with a nominal value of 1.-(One) TL.

The issued capital of the company is 33,000,000 (Thirty three million) TL, divided into 33,000,000 (Thirty three million) shares, each with a nominal value of 1.-(One) TL. The registered capital ceiling permission granted by the Capital Markets Board is valid for the years 2021-2025 (5 years). Even if the authorized registered capital ceiling has not been reached at the end of 2025, in order for the Board of Directors to take a capital increase decision after 2025; For the previously authorized ceiling or a new ceiling amount, it is obligatory to obtain authorization from the General Assembly for a new period by obtaining permission from the Capital Markets Board. If the said authorization cannot be obtained, the Company cannot increase the capital with the decision of the board of directors.

All of the issued capital is represented on the bearer shares with a nominal value of 1 TL each. The distribution of shares is as follows.

 

GROUP A TOTAL                     568.965.52.-TL.

 

GROUP B TOTAL                     32.431.034,48-TL.

————————-

TOTAL A AND B GROUPS 33.000.000,00-TL.

 

In the capital increases to be made from now on, Group A shares will be issued against Group A shares and Group B shares will be issued against Group B shares.

It shall be monitored within the framework of dematerialization principles shares representing the capital.

The arrangements to be made by the Capital Markets Board and other relevant institutions regarding the dematerialization of shares are reserved.

Between 2021 and 2025, the Board of Directors is authorized to increase the issued capital by issuing bearer shares up to the registered capital ceiling, when it deems necessary, in accordance with the provisions of the Capital Markets Law, as well as to issue privileged or above nominal shares, and to limit the rights of the shareholders to purchase new shares.

 

While the nominal value of the shares was 1.000.-TL, it was changed to 1 New Kuruş within the scope of the law on the amendment of the TCC numbered 5274. Due to this change, the total number of shares has decreased, and 1 share of 1 New Kurus has been given in exchange for 10 shares of 1.000.-TL each. With the Council of Ministers Decision dated 4 April 2007 and numbered 2007/11963 published in the Official Gazette dated May 2007, it was decided to abolish the term “New” in the New Turkish Lira and the New Kuruş on 1 January 2009.

 

 

The words lar Turkish Lira ”in these articles of association are the words changed in accordance with the above mentioned Council of Ministers.

The rights of the shareholders arising from the shares held by the shareholders are reserved.

 

In the event of a capital increase by issuing new shares in cash provision, the shareholders have the pre-emptive right in proportion to their shares in accordance with article 394 of the Turkish Commercial Code, unless the decision of the board of directors restricts their pre-emptive rights or contrary to the general meeting. Pre-emptive rights of shareholders are used within their own groups. Group A shares remaining after the exercise of preemptive rights are proposed by the board of directors to the other Group A shareholders, in which case the remaining shares are sold to the shareholders other than Group A or to the real or legal persons who will be the new shareholders.

In case of the public offering of the remaining shares after the exercise of the preemptive rights, the relevant transactions shall be made in accordance with the Capital Market legislation.

Transfer of company shares is free provided that the provisions of the Turkish Commercial Code, Capital Markets legislation, Energy Market Regulatory Authority and this articles of association are reserved.

However, the acquisition of shares representing five percent or more of the company's capital directly or indirectly by a real or legal person, share acquisitions resulting in a shareholder's share exceeding five percent of the legal entity capital, and/or a shareholder's falling below the above ratios. Share transfers that result in a change of control in the partnership structure of the legal entity, regardless of share transfers or share acquisitions specified above, are subject to the approval of the Energy Market Regulatory Board each time. This provision also applies if voting rights are acquired.

Even if there is no transfer of shares, the privilege facility on the existing shares, the abolition of the concession is subject to the approval of the Energy Market Regulatory Authority, regardless of the proportional limits related to the share transfer.

 

PAYMENT METHOD OF CAPITAL (7)

 

Article 8– This article has been repealed.

 

CAPITAL INCREASE (8)

 

Article 9– This article has been repealed.

 

BONUSING REMOVAL (9)

 

Article 10– The company can issue bonds within the limits stipulated by the laws (with the decision of the Board of Directors). New bonds cannot be issued unless the issued bonds are fully redeemed. The bonds to be issued cannot exceed the paid up amount of the capital.

 

BOARD OF DIRECTORS(10)

 

Article 11– The company can issue bonds within the limits stipulated by the laws (with the decision of the Board of Directors). New bonds cannot be issued unless the issued bonds are fully redeemed. The bonds to be issued cannot exceed the paid up amount of the capital.

b- The Company's business and management shall be constituted by the Board of Directors consisting of 7 (seven) members including the independent members to be elected by the General Assembly in accordance with the provisions of the Turkish Commercial Code.

The number of independent members within the Board of Directors may not be less than one third of the total number of Board members. In calculating the number of independent members, fractions are considered as an integer. In any case, the number of independent members cannot be less than two. The qualifications of the independent members of the Board of Directors shall be determined according to the regulations of the Capital Markets Board regarding corporate governance.

c- The term of office of the members of the board of directors, including independent members, is three years at most. Members of the board of directors, including independent members whose election period has expired, may be re-elected.

d- The Board of Directors shall elect a chairman and a vice-chairman to act in his absence.

e-Members of the Board of Directors and independent members of the Board of Directors are entitled to pay or attendance fee determined by the General Assembly.

f- In order to ensure that the duties and responsibilities of the Board of Directors are fulfilled in a healthy manner, the Audit Committee shall take into account the requirements of the Company and the Corporate Governance Committee and, where appropriate, an adequate number of other committees.

g- The approval of the majority of the independent members is sought in all related party transactions of the company and in the resolutions of the board of directors regarding the issuance of guarantees, pledges and mortgages in favor of third parties. If the majority of the independent members do not approve the said transaction, this is publicly disclosed within the framework of public disclosure arrangements, including sufficient information regarding the transaction, and the transaction is submitted to the general assembly for approval. At the said General Assembly meetings, it is decided in a vote that the parties of the transaction and related persons cannot vote and other shareholders are allowed to participate in such decisions in the general assembly. No meeting quorum shall be sought in the General Assembly meetings to be held for the cases specified in this article. The decision shall be taken with the ordinary majority of those entitled to vote. The Board of Directors and general assembly resolutions which are not taken in accordance with the principles stated in this paragraph are invalid.

 

h- The provisions of the Communiqué regarding the representation and binding of the Board of Directors, its function, principles of activity, the manner of the Board of Directors meetings, the decision of the meeting and quorum, the relevant articles of the Turkish Commercial Code and the determination and implementation of the Corporate Governance Principles of the Capital Markets Board shall apply.

I-Board of Directors meetings may be held in an electronic environment and some members may attend a meeting in which they are physically present through the electronic participation of some members. In such cases, the provisions of the meeting stipulated in the Law and the Company's articles of incorporation and the quorums for resolution shall apply. In this respect, the provisions of the relevant legislation are applied.

 

 

REPRESENTATION AND BINDING OF THE COMPANY, MEETING AND DECISION11)

 

Article 12– This Article has been repealed.

 

REMUNERATION OF BOARD MEMBERS (12)

 

Article 13– This Article has been repealed..

 

AUDITORS, DUTIES AND FEES (13)

 

Article 14– The provisions of the Turkish Commercial Code and the Capital Markets Legislation shall apply to the audit of the company and other matters stipulated in the legislation, and the auditor matters.

 

DUTIES OF THE AUDITORS (14)

 

Article 15– This Article has been repealed.

 

FEES OF AUDITORS (15)

 

Article 16– This Article has been repealed.

 

GENERAL ASSEMBLY(16)

 

Article 17

a) Call to Meeting

The General Assembly of the Company convenes as Ordinary or Extraordinary. Ordinary General Assemblies shall convene within three months following the end of the accounting period of the Company and at least once a year and Extraordinary General Assemblies shall convene whenever the business of the Company requires.

The invitations to these meetings, the notifications to be made regarding the Meetings and the provisions of the Turkish Commercial Code and the relevant provisions of the Capital Market Legislation shall apply. General Assemblies are held at the Company headquarters or at a suitable place in the province where the company's head office is located. The General Assembly meeting shall be held in a manner that will not lead to inequality among the shareholders in order to increase the participation of the shareholders and to ensure the participation of the shareholders at the lowest possible cost.

The meetings are chaired by the Chairman of the Board of Directors. In case of excuse, the chairman is elected by the general assembly. A vote collector is also elected by the General Assembly.

 

 

 

b) Voting Rights

Without prejudice to the provisions of Article 479 of the Turkish Commercial Code at the Ordinary and Extraordinary General Assembly meetings to be held, each Class A shareholder has 15 (fifteen) shareholders and each Group B shareholder has one (1) voting right.

At the General Assembly meetings, shareholders may be represented by other shareholders or by proxy from outside. The proxies who are the shareholders in the Company are authorized to use the votes of the shareholders they represent in addition to their own votes. In case of having more than one owner of a share, such shareholders may only exercise their voting rights through a representative.

Capital Market Regulations are complied with in voting and proxy voting.

c) Negotiations and Decision Quorum The General Assembly meetings and the quorum for meetings and resolutions to be held at these meetings shall be subject to the provisions of the Turkish Commercial Code and the Capital Market Law.

d) Finding the Ministry Representative in the General Assembly Meetings

In both ordinary and extraordinary meetings of the General Assembly, the presence of the relevant Ministry Representative and the minutes of the meeting must be signed with the related parties. Decisions to be taken at the General Assembly meetings to be held in the absence of the counterpart and meeting minutes which do not bear the signature of the representative are not valid.

 

e) Participation in General Assembly Meeting in Electronic Environment

The right holders who have the right to participate in the general assembly meetings of the Company may participate in these meetings in electronic environment pursuant to Article 1527 of the Turkish Commercial Code. In accordance with the provisions of the Regulation on General Assembly Meetings to be held in Electronic Environment in Joint Stock Companies, the Company may establish an electronic general assembly system that will allow the right holders to participate in electronic meetings, announce their opinions, make suggestions and vote, and may also purchase services from such systems. Pursuant to this provision of the articles of association, it is ensured that the rights holders and their representatives can exercise their rights stated in the provisions of the mentioned Regulation.

 

 

GENERAL ASSEMBLY MEETING PLACE (17)

 

Article 18– This Article has been repealed.

 

AD(18)

 

Article 19  – Announcements of the company are made in accordance with the regulations of the Capital Markets Board and other relevant legislation.

The financial statements and reports and the independent audit report to be prepared by the Capital Markets Board are announced to the public within the framework of the procedures and principles determined by the Board.

 

 

 

VOTING FORM (19)

 

Article 20–  Bu Madde yürürlükten kaldırılmıştır.

 

AMENDMENT OF ARTICLES OF ASSOCIATION (20)

 

Article 21– The Company is required to obtain the approval of the Energy Market Regulatory Authority and other approvals within the framework of the Capital Market Law and the provisions of the Turkish Commercial Code for the amendments to the Articles of Association.

The amendments to this path shall be effective as of the date of their declaration after they have been duly certified and registered in the Trade Registry.

ACCOUNTING PERIOD(21)

 

Article 22– The accounting year of the company starts from the first day of January and ends on the last day of December.

 

AUDITING OF AKSU-ÇAYKÖY HYDRO ELECTRIC POWER PLANT (22)

 

Article 23–  In accordance with the legislation regarding Aksu-Çayköy Hydroelectric Power Plant, all inspection authority belongs to the Ministry of Energy and Natural Resources.

 

PROFIT DETECTION AND DISTRIBUTION (23)

 

Article 24– After deducting the amounts that must be paid or set aside by the Company, such as general expenses of the Company and miscellaneous depreciation, from the revenues determined at the end of the accounting period of the Company, and the net profit for the year, which remains after deducting the taxes required to be paid by the Company's legal entity, and deducting the previous year's losses, if any, are distributed as follows, respectively:

 

a) In accordance with Article 519 of the Turkish Commercial Code, 5% shall be allocated to legal general legal reserve.

b) From the remaining amount, the first dividend shall be set at the rate determined by the General Assembly in accordance with the Turkish Commercial Code and the Capital Market Legislation.

c) After the above deductions have been made, 10% of the shareholders shall be allocated to A Group shareholders, 3% to the members of the Board of Directors and 2% to be distributed to civil servants and employees.

d) The amount remaining in the net profit for the period after deducting the amounts specified in (a), (b) and (c) is authorized to distribute the portion as a second dividend or to reserve as reserve for the general assembly.

General Legal Reserve:

e) After deciding to distribute 5% of the paid-in share capital, the tenth of the amount to be distributed to the shareholders participating in the profit is added to the general legal reserve in accordance with the relevant provisions of the Turkish Commercial Code. In the event that the dividend and / or the undistributed profits in the balance sheet are distributed as shares, the general legal reserve is not allocated.

Unless the reserves to be separated by law are separated, unless the dividend determined for the shareholders in the articles of association is distributed in cash and / or in the form of shares; other reserves, profit distribution to the following year and dividend distribution to the members of the Board of Directors, officers, employees and employees, dividends can not be decided.

 

The provisions of the Capital Market Legislation regarding the distribution of dividends shall be complied with. The time and date of distribution of the profit decided to be distributed shall be decided by the General Assembly upon the proposal of the Board of Directors.

 

PROFIT DISTRIBUTION DATE (24)

 

Article 25– The dates and how the dividends will be distributed to the shareholders are decided by the general assembly upon the proposal of the board of directors within the framework of the Capital Markets Law and related communiqués. Profits distributed in accordance with the provisions of these Articles of Association cannot be recovered.

 

SPARE PARTS (25)

 

Article 26– After the ordinary reserve fund allocated by the company reaches 20% of the company capital, no reserve fund can be set aside. However, if this amount decreases for any reason, the reserve fund will continue to be allocated until this amount is reached. After the expiry of the term of the company or the premature termination or liquidation of all commitments, the reserve fund will be divided in proportion to the shares of the shareholders.

If the general reserve fund does not exceed half of the original capital, it may be used to take measures to prevent unemployment or to mitigate its consequences when the works are not going well.

 

TERMINATION AND TERMINATION OF THE COMPANY (26)

 

Article 27– The board of directors may call the general assembly meeting to discuss the termination or liquidation of the company or its continuation for any reason.

 

The Company may be annulled with the reasons stated in the Turkish Commercial Code or with the decision of the court.

If the Company is annulled or terminated for any other reason than bankruptcy, the dismissal officers shall be appointed by the General Assembly.

The manner and completeness of the levy treatment and the authorities and responsibilities of the subcontractors shall be determined in accordance with the statutory provisions.

 

LAW OF THE LAW (27)

 

Article 28– Disputes that may arise between the company and the shareholders at the time of the company's operation or at the time of dissolution are settled in accordance with the legal provisions in the courts of the place where the company's headquarters is located.

 

 

 

MERGER AND ACCEPTANCE PROVISIONS(28)

 

Article 29–  The company may merge with other companies with all its assets and liabilities. It may take over another company  Merger or Acquisition; Energy Market Regulatory Authority Legislation, Capital Market Legislation and Turkish Commercial Code in accordance with the provisions in force. In case one or more license holder legal entities want to merge among themselves or license holder legal entities and non-license legal entities together with all their assets and liabilities under a license holding legal entity, the provisions of the Law on the Protection of Competition No. 4054 regarding mergers and acquisitions are reserved. The merger permit must be approved by the Capital Markets Board and the Energy Market Regulatory Board.

When such approval is obtained, Mergers and acquisitions shall be concluded within one hundred and eighty days following the date of approval. Such merger agreement shall not contain provisions that would violate the rights and receivables of consumers or eliminate the debts of the company and shall cover the conditions required by the electricity market legislation.

 

FOUNDER COMMON LIST (29)

 

Article 30- The establishment of Aksu Energy and Trade Joint Stock Company was registered on 18.11.1985 and announced in the Turkish Trade Registry Gazette No. 1391 on 21.11.1985.

 

LEGAL PROVISIONS(30)

 

Article 31–  The company may merge with other companies with all its assets and assets. It may take over another company  Merger or Acquisition; Energy Market Regulatory Authority Legislation, Capital Market Legislation and Turkish Commercial Code in accordance with the provisions in force. In case one or more license holder legal entities want to merge among themselves or license holder legal entities and non-license legal entities together with all their assets and assets under a license holding legal entity, the provisions of the Law on the Protection of Competition No . 4054 regarding mergers and acquisitions are reserved. The merger permit must be approved by the Capital Markets Board and the Energy Market Regulatory Board.

The Corporate Governance Principles, which are made obligatory by the Capital Markets Board, are complied with. The transactions made and the resolutions of the board of directors taken without complying with the obligatory principles are invalid and deemed to be contrary to the articles of association.

The regulations of the Capital Markets Board regarding corporate governance shall be complied with in transactions that are deemed important for the implementation of the Corporate Governance Principles and in all related party transactions of the company and in the transactions related to the issuance of guarantees, pledges and mortgages in favor of third parties.

 

 

 

 

[1]  27.04.2012 It was accepted at the Ordinary General Assembly Meeting and it was registered on 30.04.2012 and published in the Trade Registry Gazette numbered 8062 on 07.05.2012.

[2]  27.04.2012 It was accepted at the Ordinary General Assembly Meeting and it was registered on 30.04.2012 and published in the Trade Registry Gazette numbered 8062 on 07.05.2012.

[3]  Approved at 12.02.2011 Extraordinary General Assembly Meeting and registered on 14.02.2011 and dated 21.02.2011

It was published in the Trade Registry Gazette numbered 7756.

[4] 11.03.2000 Olağan Genel Kurul toplantısında kabul edilip 29.03.2000 tarihinde tescil edilerek 05.04.2000 tarih 5017 sayılı ticaret sicil gazetesinde yayımlanmıştır

[5]  27.04.2012 It was accepted at the Ordinary General Assembly Meeting and it was registered on 30.04.2012 and published in the Trade Registry Gazette numbered 8062 on 07.05.2012.

[6] It was accepted at the Ordinary General Assembly meeting dated 12.07.2021, registered on 16.07.2021 and published in the trade registry gazette dated 16.07.2021 and numbered 10371.

[7]  11.03.2000 Date of Ordinary General Assembly Meeting dated 29.03.2000 and dated 05.04.2000 5017

It is published in the Trade Registry Gazette.

[8] 30.11.1999 Accepted at the Extraordinary General Assembly Meeting and registered on 30.11.1999 and dated 03.12.1999.

published in the trade registry newspaper

[9] It was registered in the foundation contract on 18.11.1985 and was published in the Trade Registry Gazette dated 21.11.1985 and numbered 1392.

[10]   04.05.2017 It was accepted in the Ordinary General Assembly meeting and registered on 15.05.2017 and published in the Trade Registry Gazette dated 15.05.2017 and numbered 9326.

[11]  27.04.2012 Accepted at the Ordinary General Assembly Meeting and registered on 30.04.2012 and dated 07.05.2012

It was published in the Trade Registry Gazette numbered 8062.

[12] Approved at 12.02.2011 Extraordinary General Assembly Meeting and registered on 14.02.2011 and dated 21.02.2011

It was published in the Trade Registry Gazette numbered 7756.

[13] 15.04.2013 Accepted at the Ordinary General Assembly Meeting and registered on 22.04.2013 and dated 30.04.2013

It was published in the Trade Registry Gazette numbered 8310.

[14] Approved at 12.02.2011 Extraordinary General Assembly Meeting and registered on 14.02.2011 and dated 21.02.2011

It was published in the Trade Registry Gazette numbered 7756.

[15] Approved at 12.02.2011 Extraordinary General Assembly Meeting and registered on 14.02.2011 and dated 21.02.2011

It was published in the Trade Registry Gazette numbered 7756.

[16]  15.04.2013 Accepted at the Ordinary General Assembly Meeting and registered on 22.04.2013 and dated 30.04.2013

Published in Trade Registry Gazette No 8310

[17] 15.04.2013 Accepted at the Ordinary General Assembly Meeting and registered on 22.04.2013 and dated 30.04.2013

It was published in the Trade Registry Gazette numbered 8310.

[18] Approved at 12.02.2011 Extraordinary General Assembly Meeting and registered on 14.02.2011 and dated 21.02.2011

It was published in the Trade Registry Gazette numbered 7756.

[19]  Approved at 12.02.2011 Extraordinary General Assembly Meeting and registered on 14.02.2011 and dated 21.02.2011

It was published in the Trade Registry Gazette numbered 7756.

[20]  27.04.2012 It was accepted at the Ordinary General Assembly Meeting and it was registered on 30.04.2012 and published in the Trade Registry Gazette numbered 8062 on 07.05.2012.

[21] It was registered in the foundation contract on 18.11.1985 and was published in the Trade Registry Gazette dated 21.11.1985 and numbered 1392.

[22] Approved at 12.02.2011 Extraordinary General Assembly Meeting and registered on 14.02.2011 and dated 21.02.2011

It was published in the Trade Registry Gazette numbered 7756.

[23]  15.04.2013 Accepted at the Ordinary General Assembly Meeting and registered on 22.04.2013 and dated 30.04.2013

It was published in the Trade Registry Gazette numbered 8310.

[24]  27.04.2012 It was accepted at the Ordinary General Assembly Meeting and it was registered on 30.04.2012 and published in the Trade Registry Gazette numbered 8062 on 07.05.2012.

[25] 14.07.2006 It was accepted at the Extraordinary General Assembly Meeting and registered on 18.07.2006.

It is published in the Trade Registry Gazette.

[26] It was registered in the foundation contract on 18.11.1985 and was published in the Trade Registry Gazette dated 21.11.1985 and numbered 1392.

[27] Approved at 12.02.2011 Extraordinary General Assembly Meeting and registered on 14.02.2011 and dated 21.02.2011

It was published in the Trade Registry Gazette numbered 7756.

[28] Approved at 12.02.2011 Extraordinary General Assembly Meeting and registered on 14.02.2011 and dated 21.02.2011

It was published in the Trade Registry Gazette numbered 7756.

[29]  27.04.2012 It was accepted at the Ordinary General Assembly Meeting and it was registered on 30.04.2012 and published in the Trade Registry Gazette numbered 8062 on 07.05.2012.

[30]  27.04.2012 It was accepted at the Ordinary General Assembly Meeting and it was registered on 30.04.2012 and published in the Trade Registry Gazette numbered 8062 on 07.05.2012.