ÜLKER BİSKÜVİ SANAYİ ANONİM ŞİRKETİ

Transcription

1 ÜLKER BİSKÜVİ SANAYİ ANONİM ŞİRKETİ Articles of Association 10/8/2010 [The original version of these Articles of Association has been prepared in Turkish. This is a translation into English of the original version. In case of discrepancies between the Turkish version and English version, the Turkish version shall be the governing text.]

2 ULKER BISKUVI SANAYI ANONIM ŞIRKETI ARTICLES OF ASSOCIATION I Main Provisions 1 Foundation Article 1 A joint stock company has been founded by and between the founders, whose names and addresses are given below, on the basis of the article 152 of Turkish Commercial Law and according to the provisions of the same law about the foundation of joint stock companies. 2 Founders: Article 2 Names, addresses and citizenships of the founders are given below: 1 Sabri Ülker, citizenship: Republic of Turkey, Aksaray Lütfü Efendi Sokak No. 20/4 Istanbul 2 Asım Ülker, citizenship: Republic of Turkey, Aksaray Lütfü Efendi Sokak No. 20/3 Istanbul 3 Selçuk Ülker, citizenship: Republic of Turkey, Fatih Dolap Sokak No. 9/8 Istanbul 4 Güzide Ülker citizenship: Republic of Turkey, Aksaray Lütfü Efendi Sokak No. 20/4 Istanbul 5 Faruk Ülker citizenship. Republic of Turkey, Aksaray Lütfü Efendi Sokak No. 20/3 Istanbul 3 -Tradename of the company: Article 3 Tradename of the company is Ülker Bisküvi Sanayi Anonim Şirketi 4 Principal office and branches of the company: Article 4 Principal office of the company is at Davutpaşa Caddesi, No. 10, Topkapı in the district of Zeytinburnu in the province of Istanbul. In case the address is changed, it will be registered in the Trade Registry and proclaimed in the Trade Registry Journal, and also the Ministry of Industry and Trade and the Capital Market Board will be informed thereof. Any notification made to the registered and proclaimed address shall be deemed to have been made to the company. If a company has not let its new address registered in due time, even if it has left its registered and proclaimed address in due time, this will be deemed to be a reason to dissolve the company. The company may open branches and set up production plants in Turkey and abroad provided that the Capital Market Board and the Ministry of Industry and Trade are informed thereof. 5 Objectives and fields of business of the company Article 5 The main objectives and fields of business of the company are as follows: 1 a) To manufacture all kinds of foodstuff - especially to purchase, sale, import and export biscuit, chocolate, wafer, chocolate covered biscuit and wafer, cake, chewing gum, confectionary and all similar kinds of farinose and sweet, cacao-containing, nut-containing finished and semi-finished products and all kinds of raw materials and auxiliary ingredients, b) To manufacture, purchase, sale, import and export all kinds of canned fruit and vegetables and marmalades, 2 To manufacture, import and purchase and sell building material and other commodities, goods and equipment used for the construction of real estate, especially of such construction

3 material like profile sheet metal and iron and sanitary installation material like lavatory, kitchen sink, faucet, brassware and shower, 3 a) To purchase, sale, import and export all kinds of finished, semi-finished and raw foodstuff, foodstuff additives, chemical substances and all kinds of agricultural and animal products and their derivatives, b) To manufacture, import, export, purchase and sell all kinds of packaging materials like paper, card board, cellophane, all kinds of cellulose, plastics, polyethylene and polypropylene based substances used for packaging the products which are listed in the article 1 above 4 To manufacture, import, purchase and sell all kinds of clothing and textile products and the relevant raw material, semi-manufactured and auxiliary substances and ready-made textile products like garments, overcoats, trousers, shirts, blouse, buttoned sweater, pullover, windcheater, two-piece suit and jacket and material like fabric, yarn and wool, 5 a) To engage in all kinds of manufacture, import, export, domestic trade, commission dealings, contracting and agency businesses related to the fields of business defined above and for all other purposes, to obtain the industrial and commercial agency, representative office, dealership, distributorship, commission dealership of domestic and foreign companies and appoint sub-agencies, b) To make contract manufacturing or outsource these contracted manufacturing and rent industrial premises related to the fields of business specified above or for all other purposes, c) To manufacture, import, export, purchase, sell, lease all kinds of machinery, premises, vehicles, devices, transport vehicles, tools and equipment and all kinds of electrical and electronic goods, all kinds of office equipment, material and tools related to the fields of business specified above and for all other purposes and to act as an intermediary concerning the commercial transactions related to them. 6 To establish new companies, which are to engage in the field of business of the company, with real or legal persons, subscribe, acquire, merge with companies which have been already founded or shall be founded, acquire the share certificates or shares of companies already in existence or are to be incorporated, buy debentures, dispose of the shares that the company has acquired in line with its purpose if necessary, provided that the company shall not act as an intermediary or portfolio manager of securities. 7 To acquire all real estate and the rights vested with these real estate related to the fields of business specified in the sub-paragraphs above and buy and sell all pieces of real estate as may deemed necessary and establish all kinds of rights in kind and personal rights on the pieces of real estate, make construction or outsource construction, hire or lease out the pieces of real estate for rent, 8 To obtain all kinds of guarantees in kind and pecuniary guarantees, take and release mortgages on the pieces of real estate belonging to others as a security to collect the receivables of the company, give all kinds of guarantees in kind and pecuniary guarantees, deliver and release mortgage, in order to ensure the realization of its commitments, provided that the explanations requested by the Capital Market Board are made for the purpose of enlightening the investors.

4 9 Concerning the corporate operations or for any reason whatsoever, to engage in all activities related to technical assistance from domestic and foreign sources, knowledge, patents, patent rights, licenses, trademarks, permits, know-how, concessions and all kinds of other immaterial rights, and to hire, lease out, buy and sell those rights and to establish new rights on them and acquire new rights. 10 To transport the goods belonging to the company or to other parties, engage in the transportation business in Turkey and abroad in the general sense and acquire, use, import, buy and sell and hire transport vehicles for all other purposes. 11 To construct and operate complete cogen plants for the purpose of supplying the electrical energy, which is to be used for the manufacture of the products that are within the scope of the company s field of business, as well as the steam power, which is to be used in the production process, in an uninterrupted, economic and regular manner and sell the surplus energy produced in this way, and to partake in the auto-producer companies engaged in the production of energy without engaging in intermediation activities. 12 To conduct studies on the development of technology and know-how in the food industry, carry out research and development studies for the same purpose, 13 To participate in all kinds of public biddings organized by governmental institutions or the private sector, receive the public bidding, participate in the public biddings, withdraw from the public bidding, transfer the public biddings to third parties or take public biddings over from the third parties, 14 For the purpose of carrying out the corporate operations, the company may provide long, middle or short-term credits from the domestic and foreign markets and use those credits, 15 To engage in all kinds of activities related to its field of business or for any reason whatsoever in the free zones which have already been established or shall be established in the future in Turkey, 16 To open branches, representation offices, correspondence offices, agencies and liaison offices in Turkey or abroad for the purpose of carrying out corporate operations or for any reason whatsoever, provided that the Ministry of Industry and Trade is informed thereof, 17 To establish companies together with legal or real persons which are engaged in the field of business of the company, partake in the commercial enterprises which are already founded or shall be founded in the future, buy and sell the shares of the existing companies or those which shall be founded in the future, provided that these activities are not in the form of intermediation activity or portfolio management, 18 To make donations to universities, educational institutions, trusts, charity institutions and similar institutions and persons, provided that no consequences arise that may be within the scope of the last paragraph of the article 15 of the Law on Capital Market, but the shareholders must be informed about such donations in the General Assembly meeting and any explanations must be made which may be required in some special circumstances. Beside the activities listed above, the company may engage in any other kind of activities which it may deem to be useful for realizing its purposes, provided that the Board of Directors

5 makes a proposal, obtains the permissions from by the Ministry of Industry along with Trade and the Capital Market Board and then presents to the General Assembly for approval and finally the General Assembly approves, 6 Duration of the company Article 6 The duration of the company is unlimited beginning from the date on which these Articles of Association have been registered. II Capital and shares 1 Capital of the company Article 7 The company has accepted the registered capital system according to the provisions of the law, no amended by the law, no and passed to that system on the basis of the permission of the Capital Market Board, dated , no. 2/24. The registered capital of the company is (five hundred million) New Turkish Liras and is divided into (fifty billion) shares each of which has a nominal value of 1 (one) new kurush. The issued capital of the company has been divided into (twenty six billion eight hundred sixty million) shares each of which has a nominal value of 1 new kurush. The issued capital of the company is formed of pieces of Group C bearer shares, pieces of group A bearer shares, pieces of group D bearer shares and 731 pieces of group B registered shares and the total amount of capital is (two hundred sixty eight million six hundred thousand) New Turkish Liras and has been completely paid in. The shares which are to be issued out of the company s funds shall be distributed to the shareholders free of charge in proportion to their share in the capital of the company. The Board of Directors of the company may have share certificates printed in the form of subscription shares, inclusive of the repeated shares. The nominal value of the share certificates were originally TL, but have been changed as 1 New Kurush pursuant to the law on the amendment of the Turkish Commercial Law, no This total number of shares has decreased as a result of the said change and consequently one share at the value of 1 New Kurush shall be given against 10 pieces of shares, each for TL. The rights of the shareholders arising from their shares are reserved in respect of the said change. The shares representing the capital shall be followed up within the framework of the principles of dematerialisation. 2 Increase of the capital Article 8 a) Increase of the Issued Capital: In accordance with the provisions of the Capital Market Law, Board of Directors is authorized to issue share certificates with a nominal value or with a value exceeding the nominal value, either as privileged, registered or bearer share certificates and thereby increase the issued capital amount up to the ceiling of the registered capital and combine the share certificates in the form of subscription shares representing more than one share. Besides, the Board of Directors is authorized to decide to restrict the rights of the shareholders to receive new shares.

6 b) Increase of the Registered Capital The registered capital of the company may be increased in accordance with the provisions of the Turkish Commercial Law and the Law of Capital Market Board, through a decision of the General Assembly. The implementation of that decision, which means an amendment of the articles of association, is always subject to the permission of the Capital Market Board and Ministry of Industry and Trade. 3 Dividend shares Article pieces of registered dividend shares have been issued in addition to the share certificates representing the capital of the company. Holders of dividend shares have no right of voting. The dividend share holders will be entitled to obtain their shares on the distributed profit share outs or on the dividend in case of the liquidation of the company as prescribed in the article 31 in line with the same principles. In other cases, the relevant legal provisions apply. The terms and conditions that apply to the transfer of the registered share certificates as stated in the article 10 also apply to the transfer of the Dividend shares. 4 Transfer of the registered shares Article 10 The registered shares may in principle be transferred. This transfer shall be valid upon delivery to the transferee of the share certificate duly endorsed by the transferor and the registration of the said in the company share ledger. The company may refrain from registering the transfer transaction in the share ledger without making any explanation. The last paragraph of the article 418 of the Turkish Commercial Law is reserved. 5 Issuance of debentures and similar documents Article 11 The company may issue all kinds of Debentures, Commercial Papers, Note of Accession, Dividend Right Certificate, Revenue and Loss Sharing Certificate, or other securities or commercial papers which are accepted by the Capital Market Board for the purpose of selling them to real or legal persons in Turkey and abroad, in accordance with the provisions of the Turkish Commercial Law, the Law on Capital Market Board and other relevant laws. A Board of directors III Management 1 Memberships Article 12 Corporate operations shall be executed and represented by the Board of Directors comprising of seven members to be elected by the General Assembly in accordance with the provisions of the Turkish Commercial Law and the terms and conditions stated below: Four (4) members of the Board of Directors shall be elected among the candidates nominated by the absolute majority of Group A shareholders, one member shall be elected among the candidates nominated by the absolute majority of group D shareholders and other members shall be elected among the candidates to be determined as per the general provisions.

7 Three of the members of the Board of Directors are required to be independent members who are qualified according to the Principles of Corporate Governance imposed by the Capital Market Board. It is an essential requirement that the members of the Board of Directors have an essential knowledge about the legal principles regulating the transactions specific to the field of business of the company, are trained and experienced about the administration of the company and capable of examining the financial statements and reports. It is further an essential requirement that at least 1/3 of the members of the Board of Directors have completed higher education. Board of Directors shall elect a Chairman and a Deputy Chairman among its own members to be able to properly execute its authorities and responsibilities as required. Best effort will be made for electing the Chairman and the General Manager as separate persons. If the Board of Directors deems necessary, the Board of Directors may establish a division of duties by determining the executive members to whom it may delegate part of its authority, definite parts of the company affairs and who further assume the duty of following up the execution of the decisions taken by the Board of Directors. The chairman is responsible for convening the Board of Directors, ensuring that the meetings take place properly and for drawing up the minutes of the decisions taken during the meetings. The chairman will fulfill that duty through the Secretariat of the Board of Directors. Deputy Chairman shall assume the responsibilities and powers delegated to him by the Chairman, presides the assembly meetings in which the Chairman has not attended for any reason whatsoever and assist the Chairman in carrying out all his duties. In case any membership of the Board of Directors becomes vacant for any reason whatsoever, a person, who is duly qualified, shall be elected by the Board of Directors and then submitted to the approval of the next General Assembly to be convened. The said person shall complete the term of office of the person whom he replaced, provided that his election has been approved by the General Assembly. The right of the Chairman and members of the Board of Directors to obtain information about the company operations and examine the company books and documents may always be expanded through a decision taken by the Board of Directors. 2 Duties and authorities of the Board of Directors Article 13 The Board of Directors is obliged to fulfill its duties precribed by the Turkish Commercial Law, the Law on Capital Market Board and these Articles of Association. All the duties not requiring the decision of the General Assembly as per the provisions of the relevant regulations as well as these Articles of Association shall be assumed by the Board of Directors. The Board of Directors shall especially carry out the following duties: - Show the due effort for ensuring the company to attain the determined financial and operational performance targets. - Establish the mission and vision of the company and announce it publicly. - Board of Directors shall be in a continuous and effective cooperation with the company officials while executing its duties and responsibilities. - Take the decisions, make the plans and supervise the operations so that the company can accomplish its objectives.

8 - Take due care and attention for representing the company. - Set up a risk management and internal auditing system in order to reduce the risks, which the company may incur, to a minimum level, and takes the measures required to ensure that the said systems operate effectively. - Observe that the company operations are carried out in accordance with the relevant codes, these Articles of Association and internal regulations. - Establish the company approach towards the shareholders and public relations and assumes a leading role in settling the disputes that may arise between the company and the shareholders. - Determines and approves the annual work program, budget and personnel members, examines the changes that may be necessary on them and decisions thereon. - Prepares the balance sheet, income statements, periodic financial statements and annual activity report accurately and truthful, in accordance with the competent regulations and international standards including the Capital Market Board Principles of Corporate Governanceand submits them to the relevant official bodies. - Supervises the use of the expenditures which exceeds 10 % of the total assets of the last balance sheet of the company. - Establish the policy of information of the company. - Takes the measures required to ensure to the structure of the company is in conformity with the current conditions and provides for the on-the-job training of and career planning for the officials and other personnel members and determines the principles for the measurement and rewarding of their activities. - Determines the corporate ethical rules. - Ensures that the General Assembly convenes and is completed in accordance with the relevant laws and articles of association - Ensures that the resolutions of the General Assembly are implemented - Determines the committees within the body of the company and their working principles and appoints their members The Board of Directors is authorized to delegate part of its duties and responsibilities arising from the competent regulations and these Articles of Association to the committees which have been set up within the company and/or to company officials without being relieved of its own responsibility 3 Term of office of the Board of Directors Article 14 The first members of the Board of Directors have been elected for a term of three (3) years. The term of office of the first Board of Directors shall expire on the date on which that period ends and a new Board of Directors shall be elected. The member whose term of office has expired may be re-elected. If it is deemed necessary, the General Assembly is always authorized to replace the members of the Board of Directors with new ones. The members of the Board of Directors are elected for a maximum period of three (3) years. 4 Meetings of the Board of Directors and quorum Article 15 The Board of Directors shall meet once a month as required by the company operations and transactions. The Board of Directors is also required to convene if requested by the Chairman or 1/3 of the members of the Board of Directors. Any one of the statutory auditors is authorized to convene the Board of Directors by also setting the agenda of the meeting. Meetings of the Board of Directors may be held in the principle office of the company or in a suitable place in the city where the principle office is located

9 or in another city through the decision of the Board of Directors. The members of the Board of Directors shall decide whether they shall make a division of duties among themselves. Convocation must be made at least 7 days in advance, include the agenda of the meeting and the documents related to the agenda must be enclosed to the convocation. The members of the Board of Directors must be personally present at the meeting. Members may attend the meeting using all means of remote access. If a member is unable to attend the meeting but has stated his/her views in writing, then other members shall be informed about his/her views. The negotiations made during and the decisions taken at the end of the Board of Directors meetings must be recorded in the minutes of the meeting and undersigned by those members who have attended the meeting. Those members who had used negative votes must undersign the minutes stating their reasons for rejecting the relevant decision. The minutes of the meetings and the relevant documents and correspondences related to them must be regularly kept in the archive by the Secretariat of the Board of Directors. The Board of Directors may convene with the presence of at least one director plus ½ of the total number of members and decisions shall be taken by the majority vote of the participating members. In case of parity of votes, the issue which has been voted shall be taken into the agenda of the next meeting; if majority of votes cannot be obtained in that meeting again the proposal shall be deemed to have been rejected. Each of the members of the Board of Directors has only one right of vote irrespective of their scope of duty. 5 Secretariat of the Board of Directors Article 16 A secretariat must be formed of a sufficient number of qualified persons, which shall carry out its duties in subordination to the Chairman of the Board of Directors. The main duties of the Secretariat of the Board of Directors are stated below: - Make the preparations for the meetings of both the Board of Directors and the Committees and draw up the minutes of the meetings - Follow up the internal correspondences with the Board of Directors and the said Committees - Arrange all the required documentation - Prepare, monitor and arrange the archives - Ensure the communication between the Board of Directors and the said Committees - Respond to the requests of the members of the Board of Directors for having information and asking questions and make examinations about the company operations on the basis of the permission to be given by the Chairman, let those requests directed to the relevant units and committees, coordinate the relevant preparations, and submit the incoming answers, information, documents and books to the chairman of the Board of Directors. - Ensure the communication and flow of information and documents between the auditor and the members of the Board of Directors 6 - Committees Article 17 The Board of Directors shall form a Risk Committee, Auditing Committee and Corporate Governance Committee and, if it deems necessary, sufficient number of

10 other committees in order to make sure that it carries out its duties and responsibilities effectively, considering the company requirements. The fields of duty of the said committees shall be determined in detail, taking into consideration the provisions of these Articles of Association. The Board of Directors may always re-determine the fields of duty of the committees as well as change their membership structure as it may deem necessary. The structure of the committees shall be determined taking into consideration the Principles of the Corporate Governance prescribed by the Capital Market Board and these articles of association. The committees shall have a minimum number of two members. If a committee is formed of two (2) members both of them shall be members who have not assumed executive duties. If a committee is formed of more than two (2) members then the majority of them shall be members who have not assumed executive duties. If the number of the committees exceed the number of the independent members of the Board of Directors and/or if no members of the Board of Directors could be found who are not sufficiently qualified to fulfill the duties which are required by the field of duty of the relevant committee, the Head of the Committee may be elected among third persons who are specialized in their respective fields. It is an essential requirement that the Head of the Auditing and Corporate Governance Committees are elected among the independent members of the Board of Directors. The committees shall carry out their activities independently and make proposals to the Board of Directors. The committees are not authorized to make any executive decisions regarding the company operations; the Board of Directors is authorized to make decisions about the issues for which a proposal has been made by the committees. The committees shall convene as frequently as required by the company operations and upon the invitation of the Head of the Committee. All activities of the committees shall be recorded in writing. All correspondences of the committees shall be carried out by the Secretariat of the Board of Directors. 1 RISK COMMITTEE: This committee has been set up for the purpose of early diagnosis of the factors which endanger the existence, development and survival of the company, taking the measures and having recourse to remedies required to avoid such risks and managing the risk and submits its report prepared every two (2) months or when it deems necessary to the Board of Directors, the Auditor and the Auditing Committee. 2 AUDITING COMMITTEE: The Auditing Committee is responsible for ensuring that all measures required for realizing all kinds of internal and independent auditing are done sufficiently and in a transparent manner; the committee is especially in charge of and responsible for fulfilling the duties specified below: - Supervise and approve the compliance of the publicly announced financial statements with relevant laws and bylaws and the international accounting standards. - Make the investigations for the selection of the independent auditing company and submit it to the Board of Directors after the pre-approval. - Supervision of the operation and efficiency of the announcement of the financial information to the public, independent auditing and the internal control system of the company.

11 - Review and settle the complaints about the corporate accounting, internal control system and independent auditing. - Avoid conflicts of interest that may arise between the Members of the Board of Directors, officials and other employees and determine the arrangements that may prevent the misuse of the commercial secrets of the company. General Manager and the Official in Charge of the Financial Affairs are not allowed to be a member of the auditing committee. The Auditing Committee shall convene at least once in every three months upon the invitation of the Chairman and may invite the officials, internal and independent auditors to its meetings in order to receive information on the relevant issues. Auditing Committee may inform the General Assembly of any issues that it may deem necessary. 3 CORPORATE GOVERNANCE COMMITTEE The Corporate Governance Committee is responsible for monitoring the compliance of the company with the principals of the corporate governance and especially in charge of fulfilling the duties specified below: - Investigate to what extent the principals of corporate governance are applied by the company, identify the causes if they are not applied and further identify the negative consequences of their non-application and take and propose the corrective measures - Determine the measures that would ensure transparency in identifying the candidates to be proposed to the Board of Directors, - Conduct studies on and develop proposals for the number of the Board of Directors and officials - Develop proposals for and monitor the implementation of the principals and practices concerning the evaluation and rewarding of the performances of the members of the Board of Directors and officials - Supervise the activities of the Shareholders Relations Unit The General Manager is not allowed to be a member of the Corporate Governance Committee; best efforts will be made to ensure that the majority of the committee is comprised of independent members. It is an essential requirement that information shall be given about the activities of the Corporate Governance Committee in the Activity Report of the Board of Directors. A Shareholders Relations Unit shall be set up to be held responsible for monitoring all the relations between the shareholders and the company and ensure that all the requirements to enable the shareholders to use their right to obtain information about the company operations are fulfilled to the fullest extent possible. The main duties of the said committee are specified below: - Ensure that the records about the shareholders article are kept in an accurate and reliable manner and always updated.

12 - Reply the requests submitted by the shareholders for getting information about the company operations in writing within the framework of the competent regulations. - Monitor whether the General Assembly meetings are made in compliance with the relevant laws and regulations. - Prepare the documents to be submitted to the shareholders in the General Assembly meetings. - Complete the formalities required for keeping the minutes of the General Assembly meeting duly. - Observe and follow up whether the duty of enlighten the public is fulfilled in compliance with the relevant laws and regulations in all respects. The Shareholders Relations Unit shall take utmost care to make use of means of electronic communication and website of the company on internet in all its activities. 7 Governance and representation of the company Article 18 It is the responsibility of the Board of Directors to manage and represent the company against third parties. The valid form of representation of the company against third parties shall be determined by the Board of Directors. Unless otherwise has been decided, the validity and binding power of all documents and contracts issued and signed by the company is subject to the condition that they bear the signature of any two (2) members of the Board of Directors under the official trade name of the company. The Board of Directors is authorized to delegate all or part of its representative and binding authority and administrative operations to one or more of its members who shall bear the title of executive member or to manager(s) who are or are not shareholders, within the framework of the article 319 of the Turkish Commercial Law. The Managers may be appointed for a period that exceeds the term of office of the members of the Board of Directors. The Board of Directors is authorized to set up committees or commissions in order to carry out the corporate operations. The authorities of the managers and whether they can bind the company individually or jointly shall be determined by the Board of Directors. The decisions of the Board of Directors regarding these issues shall be registered and proclaimed. 8 Power of attorney Article 19 The Board of Directors may issue a power of attorney in favor of anyone of its members or third parties for the purpose of carrying out corporate operations and determines the restrictions of their binding power. 9 Wages of the members of the Board of Directors Article 20 Wages of each of the members of the Board of Directors shall be fixed separately by the General Assembly every year taking into consideration the time and effort they will spend for carrying out company affairs and financial situation of the company. The Board of Directors shall determine whether any wages shall be paid to the Head and Members of the Committees and the amount and conditions of payment for the wages if it has been decided to pay such wages. In case the head and members of the committees are the chairman and members of the Board of Directors at the same time, the General Assembly

13 shall be authorized to determine whether any wages shall be paid to the said committee members and, if wage shall be paid, its amount and conditions of payment. B Statutory Auditors 1 Election of the auditors Article 21 The General Assembly shall elect two or three auditors for a maximum period of three years either among its own members or from outside the company. The statutory auditors shall form a commission. The wages to be paid to the statutory auditors shall be fixed by the General Assembly. The independent auditing company to perform an independent audit of the financial statements of the company shall be elected by the General Assembly upon the proposal of the Board of Directors or, alternatively, the General Assembly shall authorize the Board of Directors for making the same election. The said independent auditing company shall remain on duty for a period of time as prescribed by the regulations on the capital market, as far as permanent and/or special auditing are concerned. The company is not allowed to accept to receive consultancy services from the said independent auditing company, the personnel employed by that company and from a consultancy company, which is predominantly controlled of the said independent auditing company in terms of either management or capital, and the employees of the said consultancy company. This provision applies to the consultancy services offered by the real person partners and directors of the independent auditing company as well. 2 Duties Article 22 The statutory auditors are in charge of fulfilling the duties prescribed by the article 353 of the Turkish Commercial Law. Besides, they are authorized to and in charge of summoning the General Assembly and determine the agenda of the General Assembly for taking all the measures that they deem necessary for a good corporate governance and for protecting the interests of the company and prepare the report prescribed by the article 354 of the Turkish Commercial Law. The statutory auditors are obliged to use that authority promptly in case of important and urgent reasons arise to do so. The statutory auditors are jointly responsible for any failure to fulfill their duties set forth by the competent regulations and under these Articles of Association. C General Assembly 1 Form of the Meeting Article 23 The General Assembly shall convene either ordinarily or extraordinarily. The ordinary General Assembly shall convene within at least three months as of the end of the accounting period of the company and at least once a year. The issues specified in the article 369 of the Turkish Commercial Law are taken up and decided upon in that meeting. The extraordinary General Assembly convenes in cases and when required by the company affairs and in accordance with the provisions of the Turkish Commercial Law and these Articles of Association and takes the decisions on the relevant matters. Participations of the members of the Board of Directors and Auditors in the General Assembly meetings are required. Besides those persons who have assumed responsibilities for the issues included in the agenda and those who have to make explanations must also be present in the meeting.

14 Besides, information on the biographies of the candidates shall be given at the General Assembly in which members of the Board of Directors shall be elected. The meetings shall be open to the relevant parties unless otherwise decided by the General Assembly; However, those who have attended in the meeting without having received an entrance card as shareholder or representative of a shareholder have no right to speak and right of voting. The General Assembly exercises the power and fulfills the duties given to it by the Turkish Commercial Law, Capital Market Board and other relevant laws. 2 Place of meeting Article 24 General Assembly meeting shall be held in the principal office of the company or in another suitable place of the city in which the principal office is located or in a suitable place in one of the provinces of Ankara, Izmir, Bursa or Adana. 3 Appointment of representatives Article 25 The shareholders may be represented by a representative whom they may choose either among other shareholders or from outside the company in the General Assembly meetings. The representatives, who are shareholders of the company at the same time, are authorized to use the vote they represent besides their own votes, taking into consideration the provisions of the relevant communiqué of the Capital Market Board. The form of authorization to represent a shareholder shall be determined and proclaimed by the Board of Directors taking into consideration the relevant regulations of the Capital Market Board. 4 Proclamation Article 26 Proclamations belonging to the company shall be made by being published in a newspaper published in the city in which the principal office of the company is located, at least 15 days in advance, taking into consideration the relevant legal regulations including the Principles of Corporate Governance issued by the Capital Market Board, the provisions of the 4th paragraph of the article 37 of the Turkish Commercial Law being reserved. However proclamations about convening the General Assembly meetings shall be made in accordance with the provisions of the article 368 of the Turkish Commercial Law, at least two weeks in advance, date of the meeting being excluded. The provision of the article 370 of Turkish Commercial Law is reserved. The said proclamation shall contain explanation related to the issues which the Corporate Governance Principles of the Capital Market Board prescribe that those issues must be included in the proclamations. The provisions of the articles of 397 and 438 of the Turkish Commercial Law are reserved as far as the proclamations related to the decrease of capital and dissolution of the company is concerned. The provisions of the relevant laws and bylaws shall apply to the proclamations which are to be made pursuant to the law on Capital Market. 5 Form of using the votes Article 27 The votes shall be used by finger raising in the General Assembly meetings. However secret voting may be made upon the request of the shareholders who hold 1/20 of the capital represented by those shareholders who attend the meeting. 6 Minority rights

15 Article 28 Representation of 1/20 of the capital is sufficient in order to use the minority rights prescribed by this contract. 7 Quorum Article 29 The General Assembly shall convene through the participation of shareholders who represent at least one fourth of the capital of the company, except the cases for which Turkish Commercial Law prescribes contrary provisions. If no quorum is obtained in the first meeting, a second invitation to the meeting shall be made. Shareholders who are present at the second meeting are authorized to make negotiations and decide on the relevant issues irrespective of the amount of capital that they represent. 8 The attendance of a government commissioner in the general assembly meetings Article 30 The Ministry of Industry and Trade must be informed about the ordinary and extraordinary General Assembly meetings at least twenty (20) days before the date of the meeting and one copy of the agenda of the meeting and related documents must be sent to the said ministry. The commissioner of the Ministry of Industry and Trade must be present in all General Assembly meetings. The decisions taken in the absence of the commissioner shall be invalid and void. 9 - Amendment of the articles of association Article 31 The maturation and implementation of all the amendments on these articles of association are subject to the permission of the Ministry of Industry and Trade and the Capital Market Board. These amendments shall go into effect after having been duly approved and registered in the trade registry. IV Annual reports and accounts 1 Annual reports and obligation to make declaration Article 32 a) Annual reports: Three copies of the reports of the Board of Directors and Auditors, annual balance sheet, minutes of the General Assembly and the table showing the names and amounts of the shares of those shareholders who have attended the General Assembly shall be sent to the Ministry of Industry and Trade within latest one month as of the last day of the General Assembly or shall be delivered the government commissioner who had attended the General Assembly. Financial statements and reports, which are prescribed by the Capital Market Board to be issued, and the independent auditing report, in case the company is subject to independent auditing, shall be delivered to the Capital Market Board in accordance with the rules and procedures prescribed by the board and publicly announced. b) Obligation to make declaration: Information on special circumstances, which the Capital Market Board deems necessary to be announced publicly in order to enlighten the public shall be forwarded to the Capital Market Board and the related stock markets in accordance with the rules and procedures to be determined by the Capital Market Board to that effect. 2 Annual Accounts Article 33 Accounting period of the company begins on the first day of the month of January and ends on the last day of the month of December. However, as an exception to that rule, the first accounting year begins on the date on which the company was founded and ends on the last day of the month of December of that year.

16 V Distribution of the profit; legal reserve 1 Distribution of the profit Article 34 The net profit that remains and is reflected in the annual balance sheet shall be distributed in the sequence given below after deducting the losses, if any, taken over from the previous year, after the deduction of the overhead of the company and various amortization costs and amounts which are to be paid and put aside by the company and the taxes to be paid by the legal personality of the company from the revenues fixed at the end of the accounting period. a) 5 % of the accounting profit shall be put aside as legal reserve in accordance with the paragraph 1 of the article 466 of the Turkish Commercial Law. b) A first dividend in the amounts and percents fixed by the Capital Market Board shall be put aside for the shareholders. The first dividend which is legally to be put aside shall be distributed equally to all shareholders as of the accounting period, without taking the date on which they were issued and acquired. c) If legal reserve and first dividend prescribed in these Articles of Association have not been put aside, it may not be decided to put aside extra reserve, transfer profit to the next year, and if firsts dividends have not been paid, it may not be decided to distribute their parts out of the profit to the members of the Board of Directors and the officials, service personnel and workers of the company, holders of dividend right certificates and founding dividend right certificates, privileged shareholders and trusts which have been founded for any reason whatsoever and similar persons and institutions. d) Out of the remaining profit, an amount corresponding to % of the first dividend shall be distributed to holders of the group A and B shareholders and an amount corresponding to % of the first dividend shall be distributed to the holders of registered dividend right certificate provided that the first dividend to be paid to the shareholders under the subject-paragraph (b) is not prejudiced therefrom. e) In case the General Assembly decides to distribute the remaining profit, distribution of the profit shall be made in accordance with the principles stated in the paragraphs (b) and (d) above. f) One tenth of the amount which has been decided to distribute to the shareholders and other person who participate in the profit shall be put aside as legal reserve after the deduction of a dividend equal to 5 % of the paid capital from the second dividend, which shall be decided to distribute to the shareholders and other persons who participate in the profit, under the paragraph 3 of the article 466 of the Turkish Commercial Law. g) Under the provisions of the Law on Capital Market Board, an advance dividend may be distributed. The date and form of the distribution of the annual profit to the shareholders shall be determined by the General Assembly upon the proposal of the Board of Directors and in accordance with the provisions of the Law on Capital Market Board and other relevant laws and regulations. The dividends which are distributed in accordance with the provisions of these Articles of Association cannot be refunded. 2 Contingency reserve

17 Article 35 The ordinary contingency reserve put aside by the company shall be put aside up to 20 % of the company capital. If the contingency reserve falls under 20 % of the capital for any reason whatsoever, the process of putting aside contingency reserve shall continue until that percentage has been reached. Unless the general contingency reserve exceeds half of the registered capital, it may be exclusively used for taking the measures required to compensate the losses, ensure the perpetuation of the enterprise during the periods when the business of the company undergoes bad times and prevent or alleviate the consequences of unemployment. No dividends may be distributed to the shareholders unless legal reserve and Contingency reserve and other amounts, which are to be put aside according to the provisions of these Articles of Association have been separated from the net profit. VI Dissolution and liquidation of the company 1 Cases of dissolution Article 36 The company shall be dissolved either on the basis of the reasons stated in the Turkish Commercial Law or through a court decision or through a resolution of the General Assembly taken in accordance with the relevant visions of the Turkish Commercial Law. 2 Invitation to the general assembly Article 37 The Board of Directors may convene the General Assembly in order to negotiate the procedure of dissolution and liquidation of the company for any reason whatsoever. 3 Liquidators Article 38 If the company is dissolved for any reason other than bankruptcy, the liquidators shall be appointed by the General Assembly. 4 Legal provisions to be applied in case of liquidation Article 39 The dissolution and liquidation of the company, the procedure of liquidation formalities and the power of the liquidators shall be determined in accordance with the articles 44 and 449 of the Turkish Commercial Law. VII Miscellaneous provisions 1 The contract to be delivered to the ministry Article 40 The company shall have these Articles of Association printed and distribute it to the shareholders and send ten copies to the Ministry of Industry and Trade and one copy to the Capital Market Board 2 Legal provisions Article 41 The provisions of the Turkish Commercial Law, Law on the Capital Market and other relevant laws and regulations shall apply regarding the issues which are not covered by these articles of association. 3 Principles of corporate governance

18 Article 42 The company and its organs shall take care to comply with the Corporate Governance Principles of the Capital Market Board. However, in case of failure to implement the said principles completely, the reason for and the consequences of such failure shall be explained in the annual activity report. -