ARTICLES OF ASSOCIATION OF BEYMEN MAĞAZACILIK ANONİM ŞİRKETİ

Transcription

1 ARTICLES OF ASSOCIATION OF BEYMEN MAĞAZACILIK ANONİM ŞİRKETİ Article 1- Foundation The founders identified below with their name, nationality and address have founded a joint-stock company in accordance with and subject to the provisions of the Turkish Commercial Code pertaining to instantaneous foundation of the joint stock companies. (a) Altınyıldız Holding Anonim Şirketi / Nationality: Republic of Turkey Address: Istanbul, Bakırköy, Yeni Bosna Köyü, Köyaltı Mevkii (b) Lerzan Boyner / Nationality: Republic of Turkey Address: Istanbul, Bakırköy, Yeni Bosna Köyü, Köyaltı Mevkii (c) Nur Mehmet İnal / Nationality: Republic of Turkey Address: Istanbul, Bakırköy, Yeni Bosna Köyü, Köyaltı Mevkii (d) Serdar Sunay / Nationality: Republic of Turkey Address: Istanbul, Bakırköy, Yeni Bosna Köyü, Köyaltı Mevkii (e) Selim Yekta Işık / Nationality: Republic of Turkey Address: Istanbul, 4. Levent, Koza Evleri, 5. Blok, Daire: 23 (f) Mehmet Bülent Tulun / Nationality: Republic of Turkey Address: Istanbul, Levent, Aydın Sitesi, C1 Blok, Daire: 8 (g) Nur Akgerman / Nationality: Republic of Turkey Address: Istanbul, Bakırköy, Yeni Bosna Köyü, Köyaltı Mevkii Article 2- Trade Name Trade name of the Company shall be BEYMEN MAĞAZACILIK ANONİM ŞİRKETİ. Article 3- Objectives and Fields of Business The principle objectives of the Company are the followings provided that the company complies with Turkish Commercial Code numbered 6102 (Turkish Commercial Code ) and Capital Market Law numbered 6262 ( Capital Market Law ) and other applicable legislation: Producing textile products, all kinds of ready-made garments for women, men and children, accessories, shoes, bags, all kinds of products made of leather, plastics and similar materials; making wholesale and retail trade of all kinds of commodities made of wood, metal, steel, glass, ceramics, porcelain and similar materials, home textile products, lighting products, perfumery, cosmetics, jewelry, cleaning agents, toys and gift articles, all kinds of foodstuffs, raw materials and materials used for foods, consumables, cigarette, tobacco, alcoholic and non-alcoholic drinks, natural and artificial flowers, all kinds of construction, decoration and hardware materials, hunting and sports materials and tools, all kinds of durable consumer goods, motorcycles, bicycles, automotive products and side-products of motor and non-motor vehicles, all kinds of electronic and electrical apparels, all kinds of goods made of precious stones and metals, all kinds of phones, optical instruments,

2 watches/clocks and relevant materials, commodities, devices, spare parts and accessories; purchasing and selling, marketing, importation and exportation of newspapers, magazines and books and other similar items; establishment, leasing, hiring, acquisition/sales and becoming partner to industrial and commercial facilities for above mentioned purposes, Pursuing all kinds of advertising and announcement operations and establishment, leasing, hiring, acquisition/sales of and becoming partner to commercial facilities for that purpose provided that provisions of Capital Market Law pertaining to transfer of hidden income are reserved; In connection with tourism operations: Operating, leasing, hiring, purchasing and selling hotels, motels, boarding houses, holiday inns, rest saloons, beaches, restaurants, dining houses, bars, accommodation, entertainment and catering facilities; Opening terminal services facilities; providing terminal services to the passengers and vehicles in free zones and areas used after customs clearance; opening, purchasing, leasing, operating, hiring and causing operation of restaurants, bars, kiosks selling alcoholic or non-alcoholic drinks, duty-free shops, resting and waiting rooms and obtaining Tourism Operation Certificate for such places after taking relevant licenses; Servicing foods and alcoholic or non-alcoholic drinks at the airports, free zones, resting and waiting places to be opened at areas used after customs clearance; Providing motor vehicle parking services at the airports; Opening travel agencies; In order to carry out the operations listed in paragraphs 3/a, 3/b and 3/c; marketing, purchasing and sales, exportation and importation of necessary raw materials, fuel, energy, operation, repair, packing and decoration materials and establishment of necessary commercial facilities and enterprises needed for above; participating, leasing, hiring, acquisition/sales of the companies carrying out similar operations for that purpose and becoming partner to already founded companies provided that provisions of Capital Market Law pertaining to transfer of hidden income are reserved; Purchasing, sales, leasing and hiring, importing and exporting necessary machines, equipment and motor vehicles to carry out above mentioned operations; being involved in transportation business for that purpose; establishment, leasing, hiring, acquisition/sales in part or in whole of relevant facilities and becoming partner to already founded facilities provided that provisions of Capital Market Law pertaining to transfer of hidden income are reserved; Being involved in insurance agency business in order to insure those facilities, motor vehicles and tools belonging to the companies to be established or to the company s partners; Acquiring and disposing of in any other manner letter patents, licenses, privileges, trademarks, models, drawings, trade names, know-how, special manufacturing and production methods, consulting and engineering services and similar immaterial rights that are beneficial for the operations carried out by the Company;

3 Participating into and founding partnerships with any real person or legal entity residing in and out of the country; participating into as partner, merging, demerging, terminating and liquidating existing companies in connection with the objectives and fields of business pursued by the Company provided that provisions of capital market legislation pertaining to transfer of hidden income are reserved and that the Company complies with the principles and limitations set forth in the capital market legislation without being involved in any investment services or activities; Acquisition and making all kinds of disposals with share certificates, debentures and dividend shares, profit partnership certificates and similar marketable securities issued by legal entities subject to private law or public law in connection with its objectives provided that this acquisition is beneficial for the Company or makes it easier to carry out its operations and that the company is not involved in any investment services or activities; Carrying out marketing, economic organization, consulting activities and making feasibility studies in connection with above mentioned business; Using all kinds of technological advances and rationalization measures and entering into cooperation for the purpose of carrying out above operations; Acquisition and construction of real estate in connection with the operations of the company or to make easier for the company to carry out its operations and making all kinds of legal disposals with, leasing, hiring, commercially purchasing and selling such real estate provided that the company compiles with the principles and limitations set forth in the capital market legislation and makes necessary disclosures to the public and performs all transactions required under the applicable legislation; borrowing real estate to carry out its operations against mortgage or other guarantee or without any guarantee; establishment of guarantees, collaterals, mortgage and pledges in favor of third persons; releasing and amending existing pledges and collaterals; establishment and releasing of real estate mortgage; concluding commercial enterprise pledges as well as lease contracts and financial leasing agreements; Making donations and providing aids to the universities, education/training institutions, associations, foundations and similar institutes and persons and becoming member to the associations provided that such donations etc. are not contrary to the arrangements made under Capital Market Law for transfer of hidden income and to the provisions of other applicable legislation; that necessary disclosures are made about them; that donations made are added to the profit distribution basis; and donations made during the year are submitted to the partners in the general assembly meeting; and that Capital Market Board s right to impose an upper limit to these donations is reserved; Obtaining and using short, medium and long term loans from the Turkish and/or foreign banks and/or financial institutions/companies provided that compliance is ensured with the principles and limitations set forth in the capital market legislation; The Company may issue in and out of the country all kinds of marketable securities and other capital market instruments in accordance with the provisions of Turkish Commercial Code and capital market legislation and according to a board resolution to be taken on that matter; the Company may carry out any and all transactions relating to that issue or conclude contracts with asset leasing company in order to issue leasing certificate in line with the capital market legislation and for the

4 purpose of finding financing for its operations or transfer or lease its movable and immovable assets to asset leasing company and sign contracts for the purpose of leasing and taking back those assets transferred by the Company; If an amendment is planned to be made to the objectives and fields of business pursued by the Company, the Company must obtain prior consent from the Capital Market Board and Ministry of Customs and Trade; If the Company intends to enter into other business in addition to the operations/transactions listed above as that business is deemed as beneficial or necessary by the Company, relevant proposal shall be developed by the board of directors and submitted to the approval of the General Assembly and the Company will be entitled to conduct such business after obtaining that approval from the General Assembly. Article 4- Head Office and Branches The head office of the Company is located at İstanbul, Sarıyer at the address of İstanbul, Eski Büyükdere Caddesi No: 15 Oycan Plaza Kat: 8 Maslak/Sarıyer/ISTANBUL. In the event of a change of address, its new address will be registered in the Trade Registry and announced in the Turkish Trade Registry Gazette. It shall be also notified to the Ministry of Customs and Trade and to the Capital Market Board. Notices and correspondences delivered to the registered and announced address of the Company will be deemed to have been duly served on the Company. Failure of the Company to have its new address duly registered on time after leaving its registered and announced address will constitute a just cause for dissolution of the Company. The Company may open branches, offices and representative offices in and out of the country after taking a board resolution and in compliance with the provisions of Turkish Commercial Code and other applicable legislation provided that the same is duly registered and announced by the Company. Article 5- Term of the Company The Company is founded for an indefinite term starting from the date of its foundation. Article 6- Registered Capital of the Company and its Shares In line with the provisions of Capital Market Law, the Company has adopted registered capital system and has started to apply registered capital system according to the permission dated and numbered 8/290 as issued by the Capital Market Board. Upper limit of the Company s registered capital is equal to TL ,00 (Five hundred million Turkish Liras) and this capital is divided into registered shares with a par value of TL 1.00 (One Turkish Lira) each. Permission granted by the Capital Market Board in respect to upper limit of registered capital is valid for the period from 2018 till 2022 (5 years). Even if the Company cannot reach to the permitted upper limited registered capital by the end of 2022, after this date, it is compulsory for the Company

5 to obtain authorization for the amount of previously permitted upper limit or for a new upper limit of registered capital from the Capital Market Board and also obtain authorization from the General Assembly of Shareholders for the new term provided that it does not exceed five (5) years so that Board of Directors of the Company can take a board resolution to increase the Company s capital. If that authorization is not obtained, no capital increase may be made by the Company under a board resolution. Issued capital of the Company is equal to TL (Hundred fifty six million two hundred twenty five thousand Turkish Liras). This capital is divided into registered shares with a par value of TL 1.00 (One Turkish Lira) each. This issued capital has been paid in full and in cash free of any simulations. Shares representing the capital shall be monitored in accordance with the principles of dematerialization. In line with the provisions of Turkish Commercial Code and capital market legislation, Board of Directors is entitled to (i) issue new shares up to the amount of upper limit of registered capital and increase issued capital; (ii) put limitations on the shareholders in respect to the right to acquire new shares, and (iii) issue shares with a value less or more than the par value. The authority to impose limitation on the right to acquire new shares may not be exercised if it causes inequality among the shareholders. Article 7- Issuing Capital Market Instruments The Company may issue for the purpose selling to real persons and legal entities in and out of the country all kinds of debentures, convertible debentures, gold-silver and platinum bonds, financing bonds, participated dividend shares, profit and loss partnership certificates and other capital market instruments and similar capital market instruments that are regarded as debt instruments by the Capital Market Board provided that the Company complies with the Capital Market Law and other applicable legislation. Board of Directors is authorized decide about issuing debentures, financing bonds and other capital market instruments regarded as debt instrument in accordance with the provisions of applicable legislation. Board of Directors is also authorized to determine the terms of that issue, including any conditions relating to maximum amounts, type, maturity period, interest etc. and to grant authority to the management for such issue in accordance with the Capital Market Law. In these issues, the Company shall comply with the limits and provisions stipulated under Capital Market Law and other applicable legislation. Article 8- Increasing or Decreasing the Capital Company s capital may be increased or decreased in accordance with the provisions of Turkish Commercial Code and other capital market legislation. In the event of a capital increase, free shares shall be distributed to the shares existing on the date of increase.

6 Article 9- Board of Directors The Company will be managed and administered by a Board of Directors consisting of minimum 6 (six) members to be elected by the General Assembly of Shareholders in accordance with the provisions of the Turkish Commercial Code, capital market legislation and these articles of association. In its first meeting, the Board of Directors must elect a chairman and a vice chairman. Sufficient number of independent board members shall be elected to the Board of Directors by the General Assembly of Shareholders in line with the principles concerning independency of board members as stipulated under corporate management provisions issued by the Capital Market Board. Such independent board members must have the qualifications required under the corporate management provisions issued by the Capital Market Board. Procedures determined by the Capital Market Board shall be implemented if an independent board member is disqualified or resigns or cannot perform his/her duties due to any reason whatsoever. Provisions of applicable legislation shall be applied about the creation, duties and working principles of committees that the Board of Directors is obliged to establish under the Capital Market Law, arrangements made for corporate management by the Capital Market Board of Prime Ministry of Republic of Turkey and Turkish Commercial Code and other applicable legislation and about the relations of these committees with the Board of Directors. Article 10- Term of the Board of Directors The members of the board of directors are elected for a maximum term of duty of 3 (three) years. Any Director whose term of office is over may be re-elected. In the case of a vacancy in the Board of Directors during a term of office, the Board of Directors will temporarily appoint a new member. A member appointed as above will be presented to the approval of the General Assembly of Shareholders in its next meeting and if this board member is approved, he/she will complete the remaining term of office of his predecessor. Even if members of the Board of Directors have been appointed in accordance with these articles of association, they can be dismissed at any time by a resolution of the General Assembly of Shareholder if there is a just cause for such dismissal. Article 11- Meetings of the Board of Directors and Management of the Company The Board of Directors shall meet whenever necessitated by the business of the Company. Meeting dates and agenda shall be determined by the Chairman and Vice Chairman. Pursuant to the provisions of 4 th paragraph of article 390 of the Turkish Commercial Code, board resolutions may be also taken upon a proposal arranged in the form of a board resolution by one board member if such proposal is approved in writing by such number of the board members constituting the quorum determined for board resolutions under these articles of association unless one of the board members submits a request for holding a board meeting for that resolution.

7 It is not necessary for such approvals be granted on the same paper but all of the papers containing signatures put for approval purposes must be glued to the resolution book of the board of directors or a resolution bearing the signatures of approving board members must be prepared and entered into the resolution book for such resolution be considered as valid by the Company The quorum for meetings of the board of directors of the Company shall be majority of full number of board members. Resolutions of the board of directors shall be adopted by the affirmative votes of the majority of the board members present at such meeting provided that sufficient number of independent board members has casted affirmative vote if this is required under the applicable legislation. Votes are cast in the board of directors as affirmative vote or rejection vote. It is not allowed for the board members to cast an abstaining vote. Board member casting a rejection vote must sign under the resolution by writing his/her reasons for rejection. Arrangements made by the Capital Market Board in connection with corporate management shall be reserved. Article 12- Representation and Binding of the Company The Company will be directed and represented by the Board of Directors. Board of Directors shall perform the duties delegated to it pursuant to the Turkish Commercial Code, Capital Market Law and other applicable legislation. Pursuant to the provisions of 2 nd paragraph of article 370 of the Turkish Commercial Code, the Board of Directors may delegate all or some of its duties and powers relating to management and representation of the Company to several executive directors to be elected from among its own members and/or to managers who must not be a board member. Remuneration payable to these persons shall be determined by the Board of Directors. Pursuant to the provisions of article 367 of the Turkish Commercial Code, the Board of Directors may delegate all or some of its duties and powers relating to management of the Company to several executive directors to be elected from among its own members and/or to the Management in part or in whole by issuing an internal directive for that purpose. For the purposes of this Section, Management means general manager, vice general managers, directors, vice directors and similar positions other than the board membership. Unless delegated to the management, the Company shall be managed by all members of the board of directors. Duties and authorities that are banned to be delegated under article 375 and other articles of the Turkish Commercial Code shall be reserved. In order to be valid and binding on the Company, all kinds of documents and contracts to be given or executed by the Company must have been signed by the authorized signatory or signatories of the Company under the title of the Company. Authorized signatories and degrees of authorization shall be determined by a board resolution. With a board resolution, representation powers of the Company may be transferred to the board members or executive directors or third persons who are appointed as manager. Minimum one board member must have powers to represent the Company. Transfer of representation powers

8 shall not be considered as valid unless the board resolution indicating the persons authorized to represent the Company and their representation basis is approved by a notary public and such resolution is registered and announced at the trade registry. Limitations to be imposed on representation powers shall not take effect before the third persons acting in good faith. However limitations already registered and announced in connection with representation powers shall be applicable if such powers are only related to the business to be conducted by the head office or a branch or to joint exercising of representation powers. Provisions of articles 371, 374 and 375 of Turkish Commercial Code shall be reserved. Authorized signatories of the Company and degrees of authorization shall be arranged in a signature specimen to be issued by the Board of Directors provided that no single authorized signatory will be entitled to represent and bind the Company alone. Article 13- Remuneration of the Members of Board of Directors and Committee Members Type and amount of payments to be made to the board members in consideration for their membership shall be determined by the General Assembly of Shareholders in accordance with the provisions of Turkish Commercial Code. And type and amount of payments to be made to the members of those committees that the Company is obliged to create pursuant to the arrangements made by the Capital Market Board about corporate management and Turkish Commercial Code and other applicable legislation and to the members of all other executive committees, consulting committees and coordination committees to be created by a board resolution shall be determined by the Board of Directors in line with the applicable legislation and according to the Remuneration Policy to be submitted to the attention of the shareholders after taking into account the proposal to be made by the Remuneration Committee. The Company shall comply with the provisions of Capital Market Law and other applicable legislation while determining the remuneration payable to the board members. Article 14- Audit Provisions of the Turkish Commercial Code, Capital Market Law and other applicable legislation shall be applied about the auditing of the Company and of other affairs required to be audited under the applicable legislation. The Company shall be audited by an auditor to be elected for each year by the General Assembly of Shareholders amongst those persons having the qualifications required under the capital market legislation and Turkish Commercial Code. Identity of this auditor shall be announced in the Turkish Trade Registry Gazette and in the internet site of the Company. Auditor may be dismissed by the Company in accordance with the provisions of Turkish Commercial Code. Provisions of article 399(2) of Turkish Commercial Code shall be reserved. Provisions of Turkish Commercial Code and other applicable legislation shall be applied about the duties, authorities and responsibilities of the auditor. Arrangements made by the Capital Market Board in connection with auditing of the Company shall be reserved.

9 Remuneration payable to the auditor shall be determined with a contract to be concluded with the auditor every year. Article 15- General Assembly of Shareholders The General Assembly of Shareholders will meet in accordance with these articles of association, capital market legislation and Turkish Commercial Code. The Company must comply with the provisions of Turkish Commercial Code, provisions of capital market legislation and arrangements made about corporate management principles in the meetings of general assembly and in quorum for resolutions to be taken in these meetings. Resolutions taken by the general assembly of shareholders shall be binding on the opponents and on the shareholders absent in the relevant meeting. The General Assembly of Shareholders will meet for ordinary or extraordinary meetings. Annual ordinary meetings of the General Assembly of Shareholders will be held at least once a year within 3 months following the end of each accounting period. In ordinary meetings, the shareholders shall discuss and resolve about the matters mentioned in article 409 of the Turkish Commercial Code. Provisions of article 408 of the Turkish Commercial Code shall be applied about the duties and authorities of the general assembly of shareholders. Extraordinary meetings of the General Assembly of Shareholders will be held at any time and in any case deemed necessary in the course of business of the Company in accordance with the provisions stipulated in the law and under these articles of association. Article 16- Meeting Place of the General Assembly of Shareholders The General Assembly of Shareholders will meet in the head offices of the Company or in a convenient place in the city of the head offices deemed as appropriate by the Board of Directors or at any other place suitable under the applicable legislation. Shareholders entitled to attend to the meetings of the general assembly may also participate into these meetings in electronic environment pursuant to the provisions of article 1527 of the Turkish Commercial Code. Pursuant to the Regulation on General Assembly Meetings to be held in Electronic Environment by Joint Stock Companies, the Company may establish electronic general assembly system allowing the shareholders to attend the general assembly meetings in electronic environment, express their opinions, make proposals and cast votes or may outsource such services from the systems established for that purpose. In all general assembly meetings, shareholders or their representatives will be allowed to exercise their rights set forth under this Regulation by using the system to be established in accordance with the provisions of this article of Articles of Association or other system to be outsourced by the Company. Article 17- Participation of Ministry s Representative into the General Assembly Meeting In all ordinary and extraordinary meetings of the General Assembly of Shareholders that must be attended by a representative from the Ministry of Industry and Commerce pursuant to the Turkish Commercial Code and other applicable legislation, such representative must be present. Decisions taken in the meetings of the General Assembly of Shareholders held in absence of and meeting

10 minutes not signed by the representative will be invalid and void. Appointment of the Ministry s Representative shall be made in accordance with the provisions the Turkish Commercial Code and other applicable legislation. Article 18- Meeting Quorum for the General Assembly of Shareholders Unless higher quorums and majorities are mandatory under the Turkish Commercial Code, Capital Market Law and other applicable legislation, the quorum for any and all Shareholders Meetings shall be subject to the provisions of Turkish Commercial Code. Article 19- Voting Rights in General Assembly of Shareholders Shareholders shall exercise their voting rights in proportion with the total par value of all shares held by each of them pursuant to article 434 of the Turkish Commercial Code. Rights available to the shareholders to participate into and cast votes in the general assembly meetings may not be conditioned upon depositing of those documents providing ownership of relevant shares or their share certificates to any entity. Article 20- Appointment of Proxies for the General Assembly of Shareholders In the meetings of the General Assembly of Shareholders, the shareholders may be represented by a proxy to be appointed from among other shareholders or from outside in line with the arrangements made under the Capital Market Law about representation by a proxy. A proxy who himself is a shareholder of the Company will be entitled to vote for both his own shares and the shares of other shareholder(s) he represents in the meeting. Form of proxy letters shall be determined and announced by the Board of Directors in accordance with capital market legislation and other applicable legislation. Article 21- Announcements Matters that are to be mandatorily announced by the Company by law shall be announced in accordance with the provisions of Turkish Commercial Code, Capital Market Law and other applicable legislation and according to the time limitations set forth thereunder. If there is no provision in the applicable legislation about the announcement place, the announcement shall be made in the Company s internet site. Calls for both ordinary and extraordinary meetings of the General Assembly of Shareholders shall be made minimum three (3) weeks before the meeting without taking into account call and meeting days in such media or at other places to be determined by the Capital Market Board including electronic communication via Public Disclosure Platform and Company s internet site so that announcement or call is received by maximum number of shareholders provided that procedures set forth in the applicable legislation are also implemented. Article 29 of Capital Market Law stipulating the calls to be made for meetings of general assembly shall be reserved. Article 22- Voting Method in the Meetings of General Assembly Pursuant to the principles set forth under these articles of association, votes shall be cast in the shareholder meetings by raising hands and/or in electronic environment.

11 The Company must comply with the provisions of Turkish Commercial Code, Capital Market Law and other applicable legislation in casing of votes during the meetings of general assembly of shareholders. Article 23- Amendments to the Articles of Association Any amendment to be made to these articles of association shall be subject to the affirmative opinion to be granted by the Capital Market Board and permission to be given by the Ministry of Customs and Commerce. Amendments made to these articles of association shall be binding on third persons only after registration of the relevant amendment. Article 24- Activity Period An activity period of the Company starts in the first day of January and ends in the last day of December of the same year. Board of Directors is entitled to change the starting date of the activity period to another date deemed as better pursuant to the provisions of the applicable legislation provided that permission is obtained from the competent authorities. Annual balance sheet and profit/loss statements shall be issued in line with the arrangements made by Public Supervision Board and Capital Market Board of Republic of Turkey and pursuant to the provisions of the Turkish Commercial Code stipulated for commercial books. Article 25- Distribution of Profit and Reserve Funds Annual accounts of the Company (including balance sheet and net profit/loss statement) shall be prepared by the Board of Directors at the end of each account period in accordance with the applicable legislation. Net profit will be equal to the gross income determined as of the end of each accounting period minus all general expenses and all other moneys, such as various depreciation items, required to be paid or set aside by the Company, and all taxes due and payable by the Company as a legal entity, and net profit calculated as above will, after deduction of the losses of past years (if any), be distributed as below: General Reserve Fund: (a) General reserve fund shall be set aside until it reaches 20% of the capital. First Profit Share: (b) From the balance of that amount to be determined by adding the amount granted as donation during the year, first profit share is set aside in according to profit distribution policy of the Company and in line with Turkish Commercial Code and Capital Market Legislation.

12 After above mentioned deductions, General Assembly of Shareholders shall be entitled to distribute the profit share to the members of the Board of Directors, servants of the partnership and persons other than shareholders. Second Profit Share: (c) After deducting the amounts specified in clauses (a), (b) and (c) from the net profit for the period, General Assembly of Shareholders shall be entitled to distribute the remaining amount in part or in whole as second profit share or to set the same aside for reserve fund pursuant to article 521 of Turkish Commercial Code. General Reserve Fund: (d) Ten percent of the amount remaining after deduction of profit share at the rate of 5% of the capital from the part decided to be distributed to the shareholders and other persons participating into profit shall be added to the general reserve fund pursuant to second paragraph of article 519 of Turkish Commercial Code. It may not be decided to set aside other reserve funds or to carry forward the profit to the next year or to distribute profit to the board members, servants of the partnership or persons other than shareholders unless and until the legal reserve funds to be set aside as per Turkish Commercial Code and the first dividends required to be allocated to the shareholders pursuant to the Articles of Association or under the profit distribution policy are duly set aside from the net profit. In addition no profit share may be distributed to such persons unless the profit share determined for the shareholders is paid in cash. Profit share shall be distributed equally to all shares existing as of the distribution date without taking into consideration date of issue and date of acquisition relevant for the shares. Distribution method and timing of the profit decided to be distributed by the Company shall be determined by the general assembly upon a proposal to be made by the board of directors. Any profit distribution decision taken by the general assembly of shareholders pursuant to the provisions of these articles of association may not be withdrawn later. The Company may also distribute profit shares in advance in accordance with the relevant provisions of Turkish Commercial Code and Capital Market Law. General assembly of shareholders may grant authorization to the Board of Directors to distribute profit shares in advance provided that this distribution is only limited to the relevant account period. Article 26- Announcements to be made under the Capital Market Legislation In line with the methods and principles set forth in the capital market legislation, the Company shall fulfill its obligations of providing information to the Capital Market Board and of publicly disclosing its financial reports and independent auditor reports required under capital market legislation. Announcements of the Company, disclosures of special circumstances and all kinds of disclosures required by the Capital Market Board shall be made in compliance with the arrangements and deadlines set forth in Turkish Commercial Code and capital market legislation.

13 Article 27- Donations Donations to be granted by the Company shall not be contrary to the arrangements made by the Capital Market Board in relation to transfer of hidden income and to the provisions of other applicable legislation. Upper limit of the donations to be granted shall be determined by the general assembly of shareholders. Donations made during the year shall be submitted to the partners in the general assembly meeting and special circumstances of donation shall be also disclosed. These donations shall be added to the basis of distributable profit. Article 28- Compliance with Corporate Management Principles The Company shall comply with the corporate management principles determined as mandatory by the Capital Market Board. Any donation transaction or board resolutions taken in contravention to these principles shall be deemed invalid and contrary to these articles of association. The Company shall comply with the corporate management principles determined as mandatory by the Capital Market Board in the performance of those transactions considered as important in terms of application of the corporate management principles and of those transactions with important affiliated parties of the Company and of the transactions involving establishment of collateral, pledge and mortgage in favor of third persons. If the Company is subject to the arrangements made by the Capital Market Board in respect to independent board members, number and qualifications of the independent board members to be appointed to the Board of Directors shall be determined in accordance with the corporate management principles determined as mandatory by the Capital Market Board. Article 29- Legal Provisions All and any matters on which the Articles of Association remains silent will be governed by and subject to the provisions of the Turkish Commercial Code numbered 6102, the Capital Market Law numbered 6362, capital market legislation and other applicable laws and regulations. Article 30- Termination and Liquidation The Company may be liquidated in the presence of those reasons listed in the Turkish Commercial Code or pursuant to a court order and may be terminated by a general assembly resolution in accordance with legal provisions. Termination and liquidation of the Company shall be executed in accordance with the provisions of Turkish Commercial Code, capital market legislation and other applicable legislation.