SASA POLYESTER SANAYi ANONiM SiRKETi ARTICLES OF ASSOCIATION PART I GENERAL PROVISIONS

Transcription

1 SASA POLYESTER SANAYi ANONiM SiRKETi ARTICLES OF ASSOCIATION PART I GENERAL PROVISIONS FOUNDATION AND FOUNDERS Article 1: The founders have issued this Articles of Association for Joint-Stock Corporation in accordance with the principles of the Turkish Trade Law. TITLE Article 2: The Title of the Company is SASA POLYESTER SANAYi ANONiM ŞiRKETi and will be mentioned hereinafter as The Company. PURPOSE AND ACTIVITY FIELD Article 3: Purpose and activity field of the company are given below. a) Manufacture of any kind of chemical substances, artificial and synthetic constant and inconstant fibres and yarns, weavings, pet packing materials, raw materials and excipients & intermediate products of them, commercial goods of same origin and products that will make the launch of these into market easy; establishing and operating facilities; and import, export, international & domestic trade of any kind of materials subject to the field of business. b) In accordance with the law dated with no. 3096, and with the legislation including ordinance, notification, etc. related with this law, it can establish the necessary manufacturing facility and integrated facilities as the auto-producer for manufacture of electricity and heat, which are required for its own activities. c) It can perform any kind of international and domestic good transportation in relation to its activity field. d) In domestic and abroad; It can make investment and activity for any kind of industrial and service market within its activity field. For these affairs, it can take long-, mid- and short-term loans from domestic and foreign markets, obtain industrial and similar credits, benefit from industrial incentive measures, utilize exemptions and exceptions, provide assets and guarantee credit, open credits, advance credits upon bond and similar credits, and make any transaction related to them. It can incur debts with or without Guarantee and commit Conciliation, Arbitration, Waive, and acceptance and acquit. e) It can purchase necessary movables and immovable, rent, hire or sell them; acquire real and individual right related to movables and immovable including but not limited to deposits, trade business deposits and hypothec; establish these rights for advantage of others, make them be annotated and registered in the land register as well as the related registries, remove and release or have them be released; on condition of making the necessary explanations to be sought by the Capital Market Board under special conditions for ensuring the enlightenment of investors and according with the principles specified in the legislation of capital market, it can establish and register such kind of rights including deposits, trade business deposits and hypothec for third persons; take over or transfer hypothec from and to third parties; warrant the movables and

2 immovable that it holds, as guarantee no matter under any title and in any way for itself or third parties including deposits, trade business deposits and hypothec. It can acquire or transfer any kind of vehicles, movables and other rights as well as any machinery, vehicles and tools, industrial property rights including brand, patent, know-how, license that are related to the purpose and activity field, and have them registered into the relevant registries when necessary, have such registrations amended or cancelled. It can make any legal saving. It can utilize or hold, rent or hire such kind of goods and rights of others by supporting a real and individual right. f) Provided reserving the provision of 21/1 of Capital Market Law, it can cooperate with domestic and foreign real and legal bodies that are present or will be established; associate them and establish new companies domestic and/or abroad with them and found enterprises; take over domestic or foreign companies or establishments wholly or in part, and participate into capitals of such company and corporations. g) Provided not in the quality of investment services and activities, it can obtain, dispose of, set as guarantee any kind of movables and trade bills, and make any legal saving related to them. h) Company can make conclude unauthorized agency contracts with insurance companies in order to save its own assets. i) It can participate as founder and/or member into the associations, institutions and foundations in relation to its activity field. j) The principles defined as per the Capital Market Legislation in relation to establishing right of mortgage including warranty, bond, guarantee or hypothec for behalf of the company and third persons shall be observed. k) In a way not to disturb its own purpose and activities, and provided that the upper level of donations to be done are determined by the general assembly, a donation exceeding the limit is not made, the donations made are added to the distributable profit basis and they do not contradict with the regulations on concealed gain by Capital Market Law, the necessary private status explanations are made and the donations made within a year are submitted to the shareholders in the general assembly for information; It can make aids and donations to associations, foundations established for social purposes, to educational and training institutions, universities, and similar persons, institutions and establishments, and can become member of foundations and associations. In case of change in the purpose and activity of the company, the necessary permissions from the Ministry of Customs and Trade and also the Capital Market Board shall be obtained. COMPANY DURATION Article 4: The duration of the company is unlimited. CENTRE OFFICE AND BRANCHES Article 5: Centre office of the company is established in Adana. Its address is: Yolgecen Mahallesi Turhan Cemal Beriker Bulvari No: Seyhan / Adana.

3 In the event of change of address, the new address shall be registered in the Trade Registry and be announced in the Turkish Trade Registry Gazette, and also be notified to the Capital Market Board and to the Ministry of Customs and Trade. Any notification made to the registered and announced address shall be deemed as made to the Company. It will be a reason for termination to not register the new address within the period although the company left the registered and announced address. The company can establish branches; agency and representation offices in domestic and abroad provided informing the competent authorities. ANNOUNCEMENTS OF COMPANY Article 6: The legally-required announcements of company are made in the Turkish Trade Registry Gazette and the website of the company, and the announcement that are required to be made only on the website shall be, on the website of the company. The announcement regarding calling the General Assembly for convention shall be made at least three week earlier except for the announcement and convention days. The Turkish Trade Law art 474 and the Turkish Trade Law art. 532 and 541 shall be applied for announcements regarding deduction of issued capital and regarding cessation and liquidation, respectively. For the announcements to be made in accordance with the Capital Market Legislation, provisions of the relevant legislation shall be observed. AMENDMENTS IN ARTICLES OF ASSOCIATION Article 7: Any amendment in the articles of association is determined in line with the provisions specified in the articles of association as well as the Law, Capital Market legislation in the general assembly that will be invited according to the Law and articles of association provisions after permission is obtained from the Capital Market Board and Ministry of Customs and Trade. In order that any amendment to be made in the Articles of Association of the company is valid and applicable, such amendment shall be made, registered and announced in accordance with the provisions of the Articles of Association and Turkish Trade Law and Capital Market Law. PART II CAPITAL Article 8: As per the Capital Market Law, the company has accepted the Registered Capital System and put this system with the permission of Capital Market Board dated with no. 35/413. Upper limit of registered capital of the company is TRY (one billion five hundred millions Turkish Liras) and is divided into (one hundred Fifty billion Turkish Liras) shares each of which is equal to 1 Kr (one kurush). Permission for upper limit of registered capital given by the Capital Market Board is valid between the years (5 years). Even if the upper limit of registered capital permitted cannot be reached at the end of the year 2022, in order that the board of management can take the decision of capital increase after the year 2022, a new authority for a new period up to five years shall be obtained from the general assembly by getting permission from the Capital Market Board for the previous permitted or a new upper limit. If such authority is not obtained, the Company is deemed as left the registered capital system.

4 Deducted capital of the company is TRY (six hundred and five thousand Turkish Liras), and the deducted capital has completely been paid as noncollusive. The shares representing the capital are monitored by recording within the recording principles. Board of Management is authorized to increase the deducted capital by inclusion of new share up to the upper limit of registered capital when necessary in accordance with the principles of the Capital Market Law. Board of Management can decide that values of the newly deducted shares are greater than the nominal value. Amounts of share corresponding to the capital undertaken in cash are paid in cash and wholly during undertaking. New share is exported over the amount of rate of increase for the decrease of deducted capital. Shareholders utilize their priority rights at a rate to which the deducted capital is increased. Shares written in the name of the holder are registered into the shares book of the company. CAPITAL INCREASES AND DECREASES Article 9: The Company Capital may be increased or decreased subject to relevant regulations. ISSUE OF VARIOUS STOCKS Article 10: The Company may issue all kinds of bonds, financing bills, profit and loss participation documents conforming to the provisions of the Turkish Trade Act, the Stock Market Act and any other applicable regulations as well as other stocks or bonds accepted by the Stock Market Council. According to the Capital Market Council Regulations, the stocks mentioned in this article which can be issued subject to decision of the Board of Directors. DIVIDEND SHARES Article 11: Cancelled. PART III BOARD OF DIRECTORS FORM OF FOUNDATION OF THE MANAGEMENT BOARD Article 12: Company is operated and represented by a Management Board comprising of at least 5 and at most 8 members who will be elected by the General Committee in accordance with the provisions of the Turkish Trade Law and Capital Market Law. Members of the Management Board are elected for duration of at most three years. The members whose period of membership ends can be re-elected. In case that any membership becomes empty for any reason, the Management Board selects a new member and submits him for election in the first convention of the General Assembly. CONVENTIONS OF MANAGEMENT BOARD Article 13: Members of Management Board select a chairman as well as a deputy of chairman that will represent the chairman when he is not present, among themselves each year. Convention days and agenda are regulated by the chairman or deputy of chairman. When the

5 partnership affairs requires to do so, the Management Board convenes upon the request of chairman or deputy of chairman. The day of convention can be determined by the Decree of Management Board. Upon the written request of a member, if the chairman or deputy of chairman does not call the Management Board for convention, then the members gain the authority for call ex-officio. In the event that none of the members requests a convention, the decisions of the management board can be given provided that the written approvals are obtained from at least the majority of total number of members for the offer of one of the board members to all members regarding an issue, in accordance with the Turkish Trade Law art. 390 (4). It is a validity condition of a decision that will be taken in this way that the same offer is made to all members of the management board. The Management Board convenes with the majority of total numbers of members and give decisions upon the majority of members being present. DELEGATE MEMBER AND FUNCTIONAL MEMBER Article 14: The Management Board can leave its authority of representation to the delegates and/or functional members and/or directors who are not member of the management board in accordance with the Turkish Trade Law art. 370(2). The fee to be given them is determined by the Management Board. LIMIT OF MANAGEMENT RIGHT AND REPRESENTATION AUTHORITY Article 15: The Management Board bears the management and representation of the company. Management Board is authorized to transfer its management rights and responsibilities wholly or partly to one or more members of management board or to third parties. In such event, the management board issues a directive as per the Turkish Trade Law art 367/1. Upon the decision that the management would take, the right to represent the company can be transferred by a single signature to one member of management board or more delegate member or third parties as director. It is obligatory that at least one member of the management board has the representation authority. Unless the notary-certified copy of the decision that demonstrates the representation-authorized persons and their representation sorts are registered and announced in the trade registry, the transfer of representation right does not become valid. Limitation of representation rights enure against third parties with good faith, however, only the limitations registered and announced shall become valid regarding the allocation of representation right solely to affairs of the centre or a branch or collocation of it. The articles 371, 374 and 375 of the Turkish Trade Law are reserved. The Management Board is authorized in the name of the company for any ordinary and extraordinary transaction and saving in order to ensure the purpose and activity field, and can assign trade representative and trade agent, and dismiss them when needed. Moreover, in order to ensure the purpose and activity field, the Management Board is authorized to take decision except for the ones that are left to the authority of General Assembly via this Articles of Association or by the Turkish Trade Law about all works and transactions that are required to be done including but not limited to establish branches, agencies, offices and correspondence offices, and acquire and construct immovable, acquire various movables, acquire, transfer and release the acquitted movables and immovable as well as the valuable paper and the primary rights subject to property, or bind with a real right or make saving in another way or to take any real and individual guarantee for them in the name of Company.

6 The Company Management is authorized to incur secured or unsecured loan, give loan, and for representation, conciliation, arbitration, acceptance and release of the Company before judicial and administrative authorities. DAILY ALLOWANCE AND FEE FOR MEMBERS Article 16: A share from annual profit, premium, bonus, fee, and daily allowance can be paid to the members of the Management Board upon the decision of the General Assembly. ASSIGNING DIRECTOR Article 17: The Management Board can assign Director(s) for periods exceeding its own duration if seen appropriate for the parts of company affairs regarding the performance level in accordance with the principles of Turkish Trade Law. SIGNATURE OF REPRESENTATIVES Article 18: The Board of Directors shall execute the right of administrating and externally representing the Company. In order to be valid, documents and agreements issued by the Company need to bear the signatures of two persons authorized to sign in behalf of the company placed below the company s official name. Representatives with authorization to sign and their degrees shall be determined, registered and announced by decision of the Board of Directors. PROVISIONS REGARDING MANAGEMENT BOARD Article 19: In the cases for which no provision is set forth in this articles of association, the provisions of the Turkish Trade Law and Capital Market Law shall be applied for the issues regarding the rights of the members of Management Board, their debts and liabilities, retreatment, death of member, or their conditions hindering their performance of duties, as well as the other issues regarding the Chairman of Management Board and members. PART IV AUDITING AUDIT-AUDITOR Article 20: Company is audited by an auditor elected by the General Assembly for each year among the persons bearing the qualities defined in the provisions of Turkish Trade Law. Auditor is audited in the web site and the Turkish Trade Registry Gazette. The Auditor is discharged in accordance with the provisions of the Turkish Trade Law. The provision of 399(2) of the Turkish Trade Law is reserved. FEE FOR AUDITORS Article 21: The fees to be given to the auditors are determined with an agreement that will be concluded with the auditor each year. AUDIT Article 22: For the audit of company and the other issues set forth in the Turkish Trade Law, capital market legislation and similar legislation, the relevant articles of the Turkish Trade Law and capital market legislation shall be applied. PART V GENERAL ASSEMBLY GENERAL ASSEMBLY/GENERAL PROVISIONS AND CONVENTION PLACE Article 23: General Assembly of the company convenes in accordance with the provisions of this Articles of Association and Turkish Trade Law, and represents all the shareholders. The

7 decisions taken in the General Assembly are binding for all shareholders of the Company including the opponents and the ones that are not present. The General Assembly convenes as ordinarily and extra-ordinarily. The ordinary convention of general assembly is conducted within three months from the end of activity period of the Company and at least once in a year. In the ordinary convention of general assembly, the shareholders negotiate and give decisions regarding the issues specified in the article 409 of the Turkish Trade Law. The extra ordinary general assembly convenes when the Company affairs require it. The provision of 29/4 of Capital Market Law is reserved. The General Assembly can be convened in the city centre or at another place within the city in which the company central office is, or in another city if the Management Board considers it suitable. NOTIFICATION OF CONVENTIONS TO THE CONCERNED AUTHORITIES AND PRESENCE OF MINISTRY REPRESENTATIVES Article 24: Both the ordinary and extra ordinary General Assembly Conventions are notified to the concerned authorities. It is required to submit copies of the Agenda and of information regarding it, to the concerned authorities. Ministry representatives are required to be present in all conventions. The decisions to be taken in conventions in the absence of ministry representatives shall be invalid. VOTING RIGHT Article 25: The shareholders utilize their right to vote in the General Assembly by giving their votes in proportion to the values of their total shares as per the Turkish Trade Law art ANNOUNCEMENT OF REPORTS OF MANAGEMENT BOARD AND AUDITOR AND ANNUAL BALANCE SHEETS PROFIT/SHARE CALCULATIONS Article 26: The financial tables and reports to be issued as per the Capital Market Board and the relevant provisions of the Turkish Trade Law, as well as the independent audit reports in the event of being subject to independent audit shall be announced to public in accordance with the manners and principles determined by the Board. CHAIRMAN OF CONVENTION Article 27: Chairman of the Management Board shall be the chairman of the Conventions of General Assembly. In case of the absence of the Chairman, his deputy shall be the chairman, and in absence of both, the person to be chairman shall be selected by the Management Board. The Chairman constitutes the chairmanship by determining the minute clerk and vote collection officer if he deems necessary. FORM OF VOTING Article 28: Voting shall be done in an open manner and by holding hands and/or electronically. However, upon the request of the persons having one-tenth of the capital that the present shareholders represent, written or secret voting shall be done. The shareholders having the right to participate into the general committee conventions of the

8 company can attend into these conventions electronically as per the Turkish Trade Law art In accordance with the provisions of Legislation on General Assemblies to be Convened Electronically in Joint-Stock Companies, the Company can install an electronic system of general assembly that will ensure electronically participation, negotiation, offering and voting of the shareholders, and can purchase service from the systems that are created for this reason. In all the general assembly conventions to be held, according to this principle of the articles of association, it shall be ensured that the shareholders and their representatives utilize their rights defined in the provisions of the said Legislation via the installed system. PROVISIONS TO BE APPLIED Article 29: In the General Assembly conventions of the Company, the convention and decision quorums are the absolute majority of the capital provided the special dense quorums specified in the Turkish Trade Law and the Capital Market Board legislations are reserved. PART VI ANNUAL ACCOUNTS ANNUAL ACCOUNTS/ACTIVITY PERIOD Article 30: Activity period of the company begins on the first day of January and ends on the last day of December. The Management Board can amend the start of the accounting year as a more suitable date provided it obtains permission from the competent authorities in accordance with the provisions of laws. DISTRIBUTION OF NET PROFIT Article 31: The Company shall comply with the regulations set forth in the Turkish Trade Law and the Capital Market Legislation regarding the profit distribution. Of the revenues determined at the end of activity period; the amounts that are required to be reserved or paid by the company such as general expenses and various depreciation of the Company, and the taxes that are required to be paid by the company legal body are deducted, and the remaining profit of period that is demonstrated in the annual balance sheet is distributed, after deducting the previous year s loss, if any, as below: General Legal Reserve Fund: a) As per the provisions of the Turkish Trade Law art. 519, general legal reserve fund of 5% is separated. First Dividend: b) from the remaining, a first dividend is reserved at a rate and amount set forth by the general assembly in accordance with the regulations of the Capital Market Board and with the provisions of the Capital Market Law, over the amount that will incur with addition of donation within the year, if any. c) After the above deductions are made, the General Assembly has the right to decide to distribution of profit to the members of the management board and officers, servant and employees, foundations established for various purposes and persons and institutions having same quality.

9 Second Dividend: d) From the net term profit, after deducting the amounts specified in the paragraphs of (a), (b) and (c), the General Assembly is authorized to distribute the remaining amount partly or wholly as the second share of dividend or to keep as reserve fund that it reserves with its own desire in accordance with the Turkish Trade Law art General Legal Reserve Fund: e) From the quantity that is decided to be distributed to the shareholders and the other persons participating into profit, one-tenth of the amount found after deducting the dividend of 5% is added into the general legal reserve fund as per the 2 nd paragraph of the Turkish Trade Law. Unless the reserve funds that are required to be separated as per a provision of law and the dividend set forth for the shareholders in the articles of association is distributed in cash or as share certificate; it shall not be decided to distribute another reserve fund, transfer profit into the next year and distribute dividend the members of the management board and officers, servant and employees, foundations established for various purposes and persons and institutions having same quality. In the light of regulation in the 20 th article of the Capital Market Law, advances of dividend can be distributed to shareholders. The dividend shall be distributed equally without considering all of the current shares, their extraction and acquisition dates as of the date of dividend distribution. When and how the annual profit will be given to the shareholders shall be determined by the general assembly upon the request of management board considering the regulations that are related with Capital Market Board. The decision added into these articles of association that is given by the general board regarding the distribution of profit cannot be revoked. TIME OF DISTRIBUTION OF ANNUAL PROFITS Article 32: On suggestion by the Board of Directors in accordance with the Stock Market Council, the General Assembly shall decide when and how the annual profit is to be distributed. PART VII DISSOLUTION AND LIQUIDATION DISSOLUTION Article 33: The Company shall be dissolute if any of the reasons given in the Turkish Trade Act occur. LIQUIDATION Article 34: In case of dissolution or termination due to any reason other than bankruptcy, the liquidation shall be executed by liquidation officers selected by the General Assembly. Liquidation procedures are to take place in pursuant to the related provisions of the Turkish Trade Act.

10 PART VIII MISCELLANEOUS AUTHORITY FOR DISPUTES Article 35: The courts and court-bailiffs at the location of the Company head office shall have jurisdiction over possible disputes between the Company and shareholders during the operation or liquidation of the Company. Shareholders appealing to court due to such disputes are obliged to name a place of residence at the location of the company to which legal deliveries can be made. APPLICABLE PROVISIONS Article 36: The provisions of the Turkish Trade Act, the Stock Market Act and related regulations shall be applicable for any matters not addressed in this charter. CONTRIBUTIONS TO THE HACI OMER SABANCI FOUNDATION OR SABANCI UNIVERSITY Article 37: Cancelled. COMPLIANCE WITH THE PRINCIPLES OF THE CORPORATE MANAGEMENT Article 38: The Corporate Management Principles, which are deemed compulsory by the Capital Markets Committee to be executed, should be fully met. The processes applied and the decisions given by the Board which are inconsistent with the subject compulsory principles are contrary to the main contract and will be deemed invalid. The resolutions of the Capital Markets Committee concerning the corporate management should be duly met for those processes considered to be important when the principals of the Corporate Management are executed in every kind of relationship between the company and its affiliates and when the guarantees, securities and mortgages are granted to the third parties. The number and the qualities of the independent members who will participate in the Board will be determined according to the resolutions of the Capital Markets Committee concerning the Corporate Management.