AvivaSA Emeklilik ve Hayat A.Ş. s Articles of Association

Transcription

1 Article 1-Incorporation: AvivaSA Emeklilik ve Hayat A.Ş. s Articles of Association Subject to the relevant laws in effect, a joint stock company has been incorporated between the founders whose names and domiciles are provided below for business administration in accordance with the terms and conditions laid down in this main contract: 1- Enver Adakan, Mühendis Çiftehavuzlar No.44 Göztepe- Istanbul, 2- Recai Turul, Taksim Bahçe Karşısı Gümüş Apt. Istanbul, 3- Haydar Salih Tokal, Mühendis Tokaloğlu Sok. No.34 Şişli- Istanbul, 4- Nihat Geyran, Mühendis İnönü Cad. No.16 Yenişehir- Ankara, 5- Emin Tanan, Çiftehavuzlar Cad. No.48 Göztepe- Istanbul. Article 2 Company Name: The name of the company is (AvivaSA Emeklilik ve Hayat Anonim Şirketi). Such name is referred to as the "Company" in the following clauses of the Main Contract. Article 3-The Company's Objective and Scope of Business Operations: The Company shall operate in accordance with the principles and rules set forth in the Individual Pension Savings and Investment System Law (Pension Law), Insurance Law, Turkish Commercial Code, Capital Markets Law and all other applicable legislation. The objective and business scope of the Company is, subject to the Pension Law and the relevant regulatory framework, to engage in any life, individual accident, death, invalidity and pension contracts as well as joint and redrafts, transactions of retrocession with regard to individual pension and life insurances in Turkey and abroad; and to engage in any insurance and reinsurance transactions in accordance with laws and the relevant legislation on structuring and audit of insurance as well as to take part in the relevant pools within the scope of individual pension and life insurance companies and to conduct any type of financial or mediation businesses in accordance with applicable laws. The Company may also specifically conduct the following business operations, including, but not limited to: (a) To take any financial, commercial and industrial actions associated with the company's business operations, within the regulations in effect, (b) Save for the provisions of Article 21/1 of Capital Markets Law, To establish any type of partnerships in accordance with the regulatory provisions for conducting business in the matters listed herein and to take over in whole or part any existing or future enterprises or to purchase or sell the stocks or shares of existing partnerships where applicable, (c) To purchase and sell any stocks and bonds, and relevant governmental bonds of internal loan, treasury bills and sureties, and to establish funds in accordance with the Pension Law, the Capital Markets Law and the relevant legislation and to ensure proper management of the portfolio in such funds in order to assist the company's field of business and objective, (d) (e) To acquire, rent, sell transport vehicles and to exercise any legal disposal thereon, To lend monies in exchange for life insurance policies,

2 (f) In order to fulfil the scope of business and objective, to utilize long, medium and short term loan facilities in both the national and international markets, to acquire real property, in line with the principles determined under the Capital Markets legislation and in compliance with the limits provided therein, to alienate real properties and to create mortgages, rights in rem and other individual rights over the Company s real properties as well as the properties of third parties, to remove encumbrance created over those real properties and to lease such in whole or in part, to create liens over the Company s or third parties movable assets or remove such, and to provide commercial enterprise pledges over the Company s fixed assets, (g) To take over and where required, transfer any individual pension plans and life insurance portfolios of local and overseas insurance and reinsurance companies, (h) To engage in any educational, research, development and project activities pertaining to the Company's objective and field of business, to make use of technology, to engage in collaboration with national and international organizations and to take part in exhibitions and meetings, (i) Provided that the ceiling of the donation is determined by the General Assembly of the Company and such ceiling is not exceeded and donations are made without contradicting the Capital Markets Law s regulations on transfer of disguised capital and relevant public disclosures are made for such donations, which are submitted to the information of the shareholders in the relevant General Assembly meeting and that the donation amount is added to the distributable dividend amount, to donate foundations, assemblies, charities, educational institutions, universities, etc., which are founded by social purposes, without interrupting the Company s objective and the scope of its business activities, and be a member of foundations, assemblies, charities. The affirmative opinion of the Undersecreteriat of Treasury and the relevant approvals from the Ministry of Customs and Trade and the Capital Markets Board must be obtained for any changes to be made to the Company s objective and the scope of its business activities. Article 4 Corporate Head Quarters and Branch Offices: The Company s headquarters is located in Ümraniye in İstanbul. The Company's address is Saray Mahallesi, Dr.Adnan Büyükdeniz Caddesi, No:12 Ümraniye, İstanbul. In the event of address change, the new address shall be registered with the trade registry and announced to public through the Turkish Trade Registry Gazette and also announced on the Company's website. Any address change shall also be notified to the Ministry of Customs and Trade, the Undersecreteriat of Treasury and the Capital Markets Board. Notices served to the registered and announced address shall be deemed to be served to the Company. If, the Company has left the registered and announced address and fails to register the new address within a time period legally required, this shall be deemed as a just cause for the dissolution of the Company. Provided that the Undersecreteriat of Treasury and the Ministry of Customs and Trade are informed, the Company may open district offices, domestic and abroad branches or establish agencies. The Company shall, prior to opening any branches and agencies, announce the address, names, educational status and business experience of the executives authorized to represent such branch and agencies to Undersecreteriat of Treasury. Article 5- Term of Business:

3 The business has been set up for an indefinite period. Article 6- Share Capital Pursuant to the provisions of Capital Markets Law, the Company has adopted the registered capital system and has entered to the registered capital system in accordance with the Capital Markets Board's decision dated 01/ and numbered The ceiling of the Company s registered capital is 300,000,000 TL (three hundred million Turkish Lira), divided into 30,000,000,000 shares, each with a nominal value of 1 KR (one Kuruş). The registered capital ceiling of the Company granted by the Capital Markets Board from 2016 until 2020 (five years). Even though the ceiling of the registered capital has not been reached by the end of 2020, after this date in order for the Board of Directors to adopt capital increase decisions, the Board of Directors must be authorized by the General Assembly of Shareholders a new term, which shall not exceed five (5) years, upon receipt of the Capital Markets Board s approval for, the previously approved registered capital ceiling, or, a new registered capital ceiling amount. If such authorization is not granted, share capital increase cannot be made through a board of directors decision. The Board of Directors of the Company is authorized, when it deems necessary, (i) to increase the share capital up to the registered capital ceiling, by way of issuing new shares, (ii) to restrict the existing shareholders pre-emption rights and (iii) to issue shares having a value of above or below their nominal value. Authority to restrict existing shareholders pre-emption rights shall not be used in a way to cause unequal treatment between shareholders. The Company's issued share capital is fully paid in, free from collusion and divided into 11,800,000,000 registered shares each with a nominal value of 1 KR (one Kuruş) and with a total nominal value of TL (one hundred and eighteen million Turkish Liras). The shares of the Company are kept by the Central Registry Agency (Merkezi Kayıt Kuruluşu) in dematerialized form. Article 6a- Voting Agreements This provision has been deleted. Article 6b Restrictions Imposed on Share Transfers This provision has been deleted. Article 6c Transfer to Associates This provision has been deleted. Article 6d Prohibition of Restriction This provision has been deleted. Article 6e Refrain from Registration in the Corporate Register of Shares This provision has been deleted.

4 Article 7 Capital Increase and Reduction, Merger and Transfer, Transfer of Shares: This clause has been deleted. Article 8 Issuance of Debt Instruments and Securities vesting Purchase and Swap Options Subject to the Turkish Commercial Code, the Capital Markets Law, the Pension Law, the insurance legislation and other related legislation, the Company may issue bonds, debt instruments and other securities vesting purchase and swap options, to be sold to real and legal persons in Turkey and abroad. The General Assembly of Shareholders has the authority for the issuance of bonds, debt instruments and other securities vesting purchase and swap options. Limits concerning the issuance of bonds, debt instruments and other securities vesting purchase and swap options is subject to the Capital Markets Law and other related legislation. The consideration of bonds, debt instruments and other securities vesting purchase and swap options shall be payable in cash and upon delivery. Unless the issued bonds and other debt instruments and other securities vesting purchase and swap options are entirely sold or unless those that are not sold are cancelled, new capital markets instruments as such shall not be issued. Article 9 - The Board of Directors: The Company shall be administered by a Board of Directors composed of eleven (11) members. The general manager is, in accordance with the Pension Law, the natural member of the Board of Directors, who shall manage the Company s day-to-day business. The chairman and the vice-chairman of the Board shall be appointed by the Board of Directors. The members of the Board of Directors are elected for office for a maximum term of three (3) years. Board members whose term of office has expired may be re-elected as a board member. Should a vacancy occur in the Board of Directors, the remaining members of the Board of Directors shall temporarily appoint a member, who shall serve until the next meeting of the General Assembly of Shareholders where such member shall be presented for approval. Such member whose appointment is approved by the General Assembly of the Shareholders shall serve the vacant member s term of office. In case an independent board member loses its independence, resigns or becomes unable to fulfil his/her duties, the procedures set out in the regulations of the Capital Markets Board will be followed. The quorum for the Board of Directors meetings shall be the presence of eight (8) members and the decisions shall be taken by the affirmative votes of eight (8) members. A meeting of the Board of Directors may be convened in accordance with the Turkish Commercial Code and the Company's Articles of Association. Meetings of the Board of Directors may be held in Company's registered office or at a place in Turkey or abroad, which is approved by the Board of Directors. Meetings of the Board of Directors shall be held in English. Official minutes and resolutions of the Board of Directors' meetings shall be prepared and kept in Turkish. English translations of the official minutes and resolutions of the meetings shall be kept in a separate

5 minute book. The Board of Directors may adopt resolutions without convening a meeting upon reaching a unanimous agreement on a draft resolution, in written form, circulated to each of the members of the Board of Directors. The Board of Directors shall assume full responsibility and have total competence and control on the affairs of the Company and shall have absolute authority to adopt decisions on all matters excluding those that are explicitly regulated to be decided by the General Assembly of Shareholders in accordance with this Articles of Association and/or applicable legislation and to implement policies in terms on any matter concerning the affairs of the Company. Each shareholder acknowledges to exercise his/her rights as permitted by law and in accordance with the Articles of Association and no action shall be taken concerning matters below, which are specifically allocated to the Board of Directors (Reserved Matters) without the prior approval of the Board of Directors and acknowledges that it shall procure that no action shall be taken relating to these matters by Company executives or employees without the prior approval of the Board of Directors. The Reserved Matters shall be comprised of the below: (Unless otherwise specifically agreed by the Board of Directors, no person shall be authorized for the below matters ) (i) Appointment, removal and remuneration of the General Manager and other executives directly reporting to the General Manager, including pension incentives and bonus plans. (ii) Any decision to contest, settle or compromise any significant litigation or matter with a regulatory authority and any correspondence, filing or other communication with any regulatory authority (other than the ordinary course of business). (iii) Material changes to the overall business model of the Company (e.g. such as placing a major part of the business into run-off), unless such decision requires a resolution of the General Assembly pursuant to Applicable Law. (iv) Approval of strategic plans and annual budget. (v) Financial or performance guarantee products. (vi) Reinsurance transactions. (vii) Transactions with Affiliates exceeding US$50,000 (or the equivalent amount in other currencies). (viii) Termination of the Agency Agreement. (ix) Any agreement or arrangement with a third party (i) with a term exceeding 36 months, or (ii) with an aggregate value exceeding US$500,000 (or the equivalent amount in other currencies). (x) Financial commitments and expenditure exceeding US$500,000 (or the equivalent amount in other currencies). (xi) Acquisitions, disposals, any matters concerning expansion of the Company and any proposals concerning the run-off or divestment of all or part of the Company s business. (xii) Changes to brand names or strategies. (xiii) Proposals which materially affect the Company s capital requirements and/or any alterations to the share capital of the Company. (xiv) Commission arrangements with third parties or Affiliates. (xv) Proposals of the Marketing Committee. (xvi) Dividend payments and changes to the dividend policy.

6 (xvii) Capital increases within the ceiling permitted for registered capital, proposal for the increase of the registered capital ceiling or proposals for capital decrease. (xviii) To amend the Company s charity donation policy. Article 10 Appointment of Directors: The Board of Directors may appoint one or more managers for tenures in excess of their own terms of office for the execution of the Company's business as they may deem appropriate in accordance with the relevant provisions of the Turkish Commercial Code. Regardless of their titles, under which they are employed, general manager, assistant general managers and other managers who are equivalent or superior to assistant general manager with signature authority must meet the qualifications required by the Pension Law, Insurance Law, Capital Markets Law and the relevant legislation. Information and documents on such individuals are submitted to the Undersecretary of Treasury prior to their appointment. Article 11 Temporary Election to the Executive Board: This clause has been deleted. Article 12 Management and Representation of Company: The Board of Directors shall be in charge of administration and representation of the Company. The Board of Directors may assign its representative powers to managing members and/or executive members as board members and/or managers who are not members of the Board of Directors in compliance with the article 370/2 of the Turkish Commercial Code. The Board of Directors determines the salary of such appointees. All or part of the managerial operations may be delegated to "executive members" or the "management" with an Internal Directive issued by the Board of Directors pursuant to the Article 367 of the Turkish Commercial Code. The term "management" refers to a team of people composed of the general manager, assistant general managers, managers and other persons with similar titles. Non-assignable powers and authorities of the Board of Directors in Article of 375 and other articles of the Turkish Commercial Code are reserved. Article 13 Meetings of Board of Directors: The Directors shall elect among themselves one chairman and one vice chairman who will act as the deputy of the chairman at times when the chairman is absent. The General Manager of the Company and the deputy in the absence of the General Manager are natural members of Board of Directors. The dates and agenda of the meetings shall be determined by the chairman or the vice chairman. The Directors shall meet upon the call of the chairman or the vice chairman when the business of the Company so requires. The date of the meeting may also be determined by a resolution of the Board of Directors. If, despite a written request of one member of the Board, the Chairman or the Vice Chairman does not call the members to a meeting, the members shall become entitled to call the members to a meeting ex officio.

7 Unless one of the members has demanded discussion, the Board of Directors may adopt resolutions without convening a meeting upon reaching an agreement on a draft resolution, in written form, circulated to each of the members of the Board of Directors and resolutions of the Board of Directors can be taken by written consent of the members to such proposal, provided that the decision quorum provided in Article 9 is fulfilled. Article 14 Chairman of the Executive Board and Appointment of Vice President and Secretary: This clause has been deleted. Article 15 Signature Form of Persons Authorized to Represent: Management and representation of the Company rests with the Board of Directors. In order that all documents and contracts executed by the Company are to be valid, they must be signed by two persons who are authorized to sign on behalf of the Company under the common seal of the Company. Persons authorized to sign on behalf of the Company and their authorization degrees shall be determined by the Board of Directors and shall be registered and announced. In this respect, those concerned shall act in accordance with the provisions of the Pension Law and other applicable legislation. Article 16 Duties of the Board of Directors: The Board of Directors has the authority to perform any transactions and exercise any discretion whether ordinary or extraordinary in nature within the scope of business activity for the Company's scope and purpose of business on the Company's account, and may also appoint and where applicable, discharge business representatives and proxies for the same. The Board may open branch offices, agencies, representatives, offices and liaisons and acquire and build real properties, acquire, transfer and assign various movable assets and further rights in regard of the movable and fixed assets, as well as valuable documents and further rights subject to property ownership, and, in compliance with the Capital Markets Board s regulations, impose liens and further discretion upon the same or acquire and grant any real and personal securities. The Board of Directors has the authority to conduct all necessary operations and transactions without the limitation of above mentioned activities; except for the transactions and activities reserved either by the Turkish Commercial Code or this Articles of Association which for the authority of the General Assembly of the Shareholders. In accordance with the Capital Markets legislation, the Turkish Commercial Code and in compliance with the limits provided therein, the Board of Directors has the authority to borrow, lend monies; engage in accord, arbitration, waiver, acknowledgement and discharge. Article 17 Charge of members of the Board of Directors The salaries and attendance fees of the members of the Board of Directors shall be determined by the General Assembly of Shareholders. The payment plans based on

8 dividends, stock options and the performance of the Company shall not be taken into account for the determination of the salaries and fees payable to independent board members. Article 18 Audit: The Company shall be audited by an auditor who is appointed each year for an annual term by the General Assembly of Shareholders from persons with qualifications, which is set forth in the Pension Law, Capital Markets legislation and the Turkish Commercial Code. The auditor shall be announced in the Turkish Trade Registry Gazette and on the Company's web site. The auditor shall be dismissed in accordance with the Turkish Commercial Code. Article 399/2 of the Turkish Commercial Code is reserved. The Turkish Commercial Code and the Pension Law shall be applicable for the duties, powers and responsibilities of auditors. The regulations of the Capital Markets Board concerning the audit of the Company and the auditing principles shall be reserved. Article 19 Auditors' Tasks: Further matters concerning the auditors' duties and responsibilities are governed by the provisions of articles 347 and 359 of the Turkish Commercial Code, the Law Nr and the relevant regulatory provisions. Auditors may attend the meetings of the Board of Directors provided not to take part in the discussions and voting and have imported any suggestions they deem appropriate into the agenda of the Board meetings and extraordinary General Assemblies. Auditors are severally liable for any losses which incur from their failure to perform the tasks assigned by the laws or the Main Contract unless they prove their innocence. Such liability is governed by the provisions of articles 309 and 341 of the Turkish Commercial Code. Article 20 General Assembly of Shareholders: General Assembly of Shareholders of the Company shall be convened in accordance with its Articles of Association, the Capital Markets Law and the Turkish Commercial Code. Resolutions of the General Assembly of Shareholders are binding to all Shareholders, including absentees and opponents. General Assembly of Shareholders may be convened on an ordinary or extraordinary basis. Ordinary General Assembly meetings shall be held at the headquarters of the Company or at a different venue as determined by the Board of Directors in accordance with the relevant laws, within a maximum of three (3) months from the end of the Company's fiscal year and once in each given fiscal year. In General Assembly meetings, Shareholders shall discuss and resolve any issues mentioned in Article 409 of the Turkish Commercial Code. An Extraordinary General Assembly of Shareholders may be convened whenever the business of the Company requires.

9 Article 21 Summoning of the General Commission to the Meeting, Announcement and Agenda: This clause has been deleted. Article 22 Meeting Venue: This clause has been deleted. Article 23 Announcement of the Meetings to the Relevant Authorities and Attendance of the Ministry Representative: Both the ordinary and extraordinary meetings of the General Assembly of Shareholders shall be notified to the relevant authorities, including on the Public Disclosure Platform and on the Company s website. A copy of the agenda and related information shall be sent to the relevant authorities. Attendance of Ministry Representative to all meetings is mandatory. Resolutions taken by the shareholders in the meetings held in the absence of the Ministry Representative shall be deemed invalid. The Undersecreteriat of Treasury and the Capital Markets Board may request their representatives to be present in the General Assembly of Shareholders. Article 24 Meeting and Decision Quorum for General Committees: This clause has been deleted. Article 25 Votes of Shareholders: Shareholders or their representatives who attend Ordinary or Extraordinary General Assemblies shall have one voting right. In cases where a stock is owned by multiple shareholders, voting rights can be exercised by a representative to be elected among such shareholders. Article 26 Attendance to General Assembly: Shareholders that are entitled to attend the General Assembly of Shareholders meetings of the Company may attend to the meeting via electronic medium pursuant to the Article 1527 of the Turkish Commercial Code. The Company may, in order to enable such persons to attend to, to render opinion, to make suggestions and vote in the meeting via electronic medium in accordance with the provisions of the Regulation regarding General Assembly Meetings to be Held in an Electronic Medium for the Joint-Stock Companies, establish an electronic meeting system or may purchase this service from firms incorporated for this purpose. The Company will assure the free exercise of the rights of such shareholders attending the General Assembly of Shareholders via electronic medium established by the Company pursuant to this Article or via electronic system purchased, within the framework of the said Regulation.

10 Shareholders may be represented in the General Assembly of Shareholders, through a proxy, by other shareholders or by third parties, provided that the regulations of the Capital Markets Board on representation by proxy are complied with. Article 27 Discussions in the General Assembly of Shareholders: General Assembly of Shareholders meetings shall be chaired by the chairman or the vice chairman of the Board of Directors. In their absence the General Assembly of Shareholders meetings shall be chaired by a person appointed by the Board of Directors. The chairman shall appoint a reporter and vote collector if deem appropriate and establish the presidency of the General Assembly of Shareholders meeting. After each General Assembly of Shareholders meeting, the minutes of the General Assembly of Shareholders shall be translated into English, which shall be kept in a separate register of minutes of the Company. Article 28 Form of voting in General Meetings: In accordance with the principles set out under Article 26 hereof, in General Assembly of Shareholders meetings, votes shall be cast as open votes by means of show of hands and/or participation via electronic medium. However, it is mandatory to have a written vote upon the request of the shareholders owning one twentieth of the issued share capital of the Company or if proxies are collected upon call in accordance with the relevant Capital Markets legislation. Article 29 Provisions Applicable during General Assemblies: Unless specifically provided otherwise by the Capital Markets Law or the Turkish Commercial Code, quorum at any General Assembly of Shareholders will be present by personal participation or duly representation of the shareholders holding at least 75% (seventy five percent) of share capital and decisions will be adopted by the affirmative votes of the shareholders holding at least 75% (seventy five percent) of the Company s share capital. Meeting and decision quorums at the next General Assembly to be held on the same agenda will be equal to those described in the above paragraph. Article 30 - Amendment of the Articles of Association: Any amendment to the Articles of Association is subject to the Capital Markets Board s and the Undersecreteriat of Treasury s affirmative views and the approval of the Ministry of Customs and Trade. Upon receipt of the affirmative views of the Capital Markets Board and the Undersecreteriat of Treasury on the amendments and the approval on the amendments from the Ministry of Customs and Trade, the amendments to the Articles of Association shall be resolved, in accordance with the provisions of the Capital Markets Law numbered 6362, Capital Markets legislation and the Articles of Association, on the General Assembly of Shareholders meeting, to be convened pursuant to the provisions of the Capital Markets Law numbered 6362 and the Articles of Association. Draft amendments on the Articles of Association, which are not approved by the Capital Markets Board and the Undersecreteriat

11 of Treasury shall not be included in the agenda of the General Assembly of Shareholders meetings and shall not be discussed. Amendments to the Articles of Association must be registered and announced. Amendments to the Articles of Association shall become binding on third parties only after the registration thereof. Article 31 Annual Report of the Board of Directors, Audit Reports and Submission of the Year-End Financial Reports to the Authorities: Financial tables and reports of the Board of Directors prepared in accordance with the Turkish Accounting Standards and in compliance with the regulations of the Capital Markets Board, the Undersecreteriat of Treasury and the Turkish Public Oversight, Accounting and Auditing Standards Authority, the independent audit report, the minutes of the General Assembly of Shareholders and attendees list showing the attendance to the General Assembly of Shareholder shall be submitted with sufficient number of copies to the authorities within the periods as defined in the applicable legislation. Article 32 Operational Term, Balance Sheet and Loss and Profit Accounts: Company s operational term begins on the first day of January and ends on the last day of December. Pursuant to the provisions of Turkish Commercial Code concerning the commercial records and books, the annual balance sheets and loss and profit statements shall be prepared in line with the Turkish Accounting Standards and in accordance with the regulations of the Turkish Public Oversight, Accounting and Auditing Standards Authority, Undersecreteriat of Treasury and the Capital Markets Board. Pursuant to Turkish Accounting Standards, the Turkish Public Oversight, Accounting and Auditing Standards Authority, Undersecreteriat of Treasury and Capital Markets Board determine the principles for the preparation and implementation of uniform accounting plan and financial statements. A copy of each of the balance sheet and loss and profit statements as approved by the auditors, and mathematical reserve accounts approved by the actuary shall be submitted to other authorities competent to implement the Insurance Law, Capital Markets Law and the Pension Law and shall be publicly disclosed in accordance with the provisions of the Turkish Commercial Code and the principles and procedures set forth by the Capital Markets Board. Article 33 Profit and Distribution: Net profit of the Company determined at the end of each operational term and calculated by subtracting the sums payable by the Company, including but not limited to general Company expenses, statutory amounts that need to be paid by the Company, statutory taxes and various depreciations from the gross profit of the Company, shall be distributed in the order shown below: General Legal Statutory Reserve: a) Statutory reserve of 5% shall be reserved First Dividend:

12 b) First dividend shall be distributed -from the balance, on the amount calculated with the addition of the donation, if any, in accordance with the dividend distribution policy determined by the General Assembly of Shareholders and in accordance with the relevant legislation. Second Dividend: c) The General Assembly of Shareholders is entitled to distribute the whole of the remaining term net profit calculated after deducting items (a) and (b) above, as the second dividend or to reserve such as contingency reserve at its discretion pursuant to Article 521 of the Turkish Commercial Code General Legal Statutory Reserve: d) 10% of the amount calculated after the deduction of the 5% dividend distribution paid to the shareholders from the amount allocated for the shareholders and other persons entitled to dividends shall be added to the general legal statutory reserve pursuant to Article 519(2) of the Turkish Commercial Code. Unless the reserves which should be set aside pursuant to Turkish Commercial Code and dividends determined for the shareholders in the Articles of Association or dividend policy are set aside; it shall not be decided to allocate further reserves, to transfer the profit to the following year and to distribute dividends to the members of the Board of the Directors, directors, officers, and employees and third parties other than shareholders. Additionally, unless and until the dividends are paid to the shareholders in cash, no dividends shall be distributed to those persons who are not shareholders to the Company. Dividends shall be distributed to all existing shares on an equal basis as of the date of distribution and regardless of issue and acquisition date of such shares. Method and timing of distribution of dividends shall be decided by the General Assembly of Shareholders upon the proposal of the Board of Directors. According to this Articles of Association, decision of the General Assembly of Shareholders concerning dividend distribution shall not be retrieved. Article 34.- Advance (Interim) Dividends: The General Assembly of the Shareholders may resolve to distribute advance dividends in accordance with the Capital Markets Board s regulations and the relevant legislation. Article 35.- Ordinary and Extraordinary Reserve Funds: This clause has been deleted. Article 36.- Announcements: Any announcements to be made by the Company and other announcements required by law should be published at in the Turkish Trade Registry Gazette and announced on the Company's official web site, any announcements that are required to be announced on the Company's web site only, shall be announced on the web site.

13 Unless otherwise provided in the Capital Markets Law and where applicable the Turkish Commercial Code, announcements regarding invitation to the General Assembly of Shareholders meeting must be made at least three weeks prior to the meeting excluding the date of the announcement and the date of the General Assembly of Shareholders. Information to be disclosed to the participants of the individual pension system or the public as well as the term and period of disclosure, and any matters pertaining to announcements and advertisements are subject to the terms and conditions as set forth by the Undersecreteriat of Treasury. Announcements of the Company shall be made in accordance with the Turkish Commercial Code, regulations of the Capital Markets Board and the Undersecreteriat of Treasury and the provisions of the relevant legislation. Article 37 Liquidation and Dissolution: In the events of termination, dissolution and liquidation, The Capital Markets legislation, Turkish Commercial Code and provisions of the Pension Law shall be applied. Article 38 Compliance with Corporate Governance Principles: The Company shall comply with the mandatory corporate governance principles of the Capital Markets Board; and with the principles and procedures concerning content and publishing of corporate governance compliance reports, the compliance rating of the partnerships and Independent Board memberships. Transactions and Board decision in violation of the mandatory corporate governance principles shall be invalid and contrary to the Articles of Association. The Company shall comply with the corporate governance regulations of the Capital Markets Board in the implementation of corporate governance principles concerning all material transactions, material related party transactions and transactions establishing encumbrance, pledge and mortgage to the benefit of third parties. The number, and the qualifications, of the independent board members who will take office at the Board of Directors, shall determine in accordance with the regulations of the Capital Markets Board regarding corporate governance. Article 39 Legal Provisions: The Capital Markets Law, the Turkish Commercial Code, the Pension Law, Insurance Law, and relevant legislation shall be applicable to matters that are not governed under the Articles of Association.

14 Article 40 Retirement Fund Portfolio and Portfolio Managers: The Company may create the funds for which conditions, basis and procedures are determined by Capital Markets Board, in order to operate the contributions that are received pursuant to the Company s pension contracts and followed in individual pension accounts on behalf of participants, based on risk diversification and fiduciary property and pursuant to individual pension legislation., Fund portfolio is managed by portfolio managers. Portfolio managers are obliged to conduct the portfolio in accordance with the provisions of the Pension Law, the Capital Markets Law; the fund bylaws; pension contracts and the related legislation. The number of shares in the relevant fund owned by the Company and the relevant participant, the fund amount, functioning principles and procedures, organizational structure, accounting, document and register order of the fund, information of the participants and the principles and procedures relating thereto are determined by Capital Markets Board. Company portfolio managers shall be prudent and attentive while managing the funds, however, in case of incompatible acts against portfolio management principles or determination of weakening in financial standing, the Capital Markets Board may take necessary measures within the framework of the Capital Markets Law and the applicable legislation. Merger of funds belonging the same company and transfer transactions related thereto shall be made pursuant to the principles and procedures determined by the Capital Markets Board. Article 41 The Company's Dividend Policy: This provision has been deleted.