1 CREDITWEST FACTORING INC. MAIN CONTRACT ESTABLISHMENT : ARTICLE-1 Hereunder, among founders whose titles, addresses and nationalities are written, an Incorporation was established in accodance with provisions of T.C.C. about Sudden establishment of Incorporations. Title, Permanent Address and Nationality of the Founder TOPRAKBANK A.Ş Büyükdere Caddesi Nilüfer Han T.R. No.103/1 Gayrettepe-ISTANBUL 2- HALİS TOPRAK HOLDİNG A.Ş Halaskargazi Caddesi No.301/8 T.R. Şişli-ISTANBUL 3- TOPRAK İNŞAAT MALZEMELERİ Ortabahçe Caddesi Şair Leyla Sk T.R. PAZARLAMA VE İHRACAT A.Ş No.26/2 Beşiktaş-ISTANBUL 4- TOPRAK SERAMİK PAZARLAMA Halaskargazi Caddesi No.301/1 T.R VE TİCARET A.Ş Şişli-ISTANBUL 5- TOPRAK SENİTERİ VE İZOLATÖR Halaskargazi Caddesi No.301/1 T.R. SANAYİ A.Ş Şişli-ISTANBUL ARTICLE-2 Title of the company is CREDITWEST FAKTORİNG ANONİM ŞİRKETİ. FIELD OF BUSINESS ARTICLE-3 The company was established with the purpose of offering factoring service aimed at domestic and international commercial transaction of all types as applicable to legal provisions numbered The company conduct following activities in order to carry out businesses stated in the field of business on condition that they are relevant to main area of activity of the Company and that they are as applicable to factoring regulation. 1- to conduct transactions of purchase, sale, take in possession or accept as transfer and assign or transfer to others the receivables arised or to arise and approved through all types of invoices or documents suchlike regarding domestic commercial transactions and import and export transactions as pursuant to international factoring practices and rules, to purchase or to sell, to take in possession or to conduct transfer to others transaction long-term or short term receivables as applicable to practices in international factoring transactions to conduct international factoring transactions as applicable to regulations of foreign trade and exchange. 2- To conduct accounting transactions of companies that subject receivables to transfer transaction or transfer receivables to the company and to install required services in accordance with this aim. 3- To establish required organization for collection of receivables transferred to the company or subjected to transfer transactions. 4- To offer consulting services about domestic and foreign buyers of customers of the company and to provide intelligence. 5- To enter into correspondant affairs with international establishments working in similar line of business and to do mediatorship for these establishment, to join domestic and international unions and associations in this field of business. To train the staff in domestic or abroad to work in organizations and services to be established in order to conduct field of business of the company, for this purpose to hold courses, seminars and training programs, 7- Concerning the field of business of the company, to purchase movables and immovables of all types from domestic or abroad and to sell them partially or completely, to rent or lease them on condition that there is no financial lease. To conduct import and export required for this purpose.
2 8- Concerning the field of business of the company, to become partner with companies to be established domestic or abroad, to purchase or sell security on condition that it is not investment services and activities 9- Concerning the field of business of the company, to make contracts of all types and,for this purpes, to contact with private establishments or official authorities, to negotiate necessary agreements and contracts. 10- For the purpose of conducting the field of business of the company, to assign same rights on all types of movables and immovables including ship, to make or give as a pledge, to take or give mortgage or to release. Concerning the field of business of the company, to be a guarantor or accept sureties and to make obligatory or dispositionary transactions of all types. 11- According to Capital Market Law, Turkish Commerce Code and other legislation provisions, to issue bonds, participation bonds, commercial paper, participation dividend certificate, profit and loss sharing certificate and valuable papers suchlike. For the purpose of conducting the field of business of the company, on condition that it is not against the legislation numbered 6361, the Company can take out short, middle or long term loans in domestic and foreign markets in its own favor, in return, may give security or establish pledge and mortgage on movables and immovables including property holding. For company businesses, it can give and take security mortgage in its favor or in opposition. On considerations of giving warranty, guarantee and surety in favor of third parties on its behalf or establishing right of mortgage including pledge, principles set by Capital Market Board are obeyed. 13- The Company, can help or make donations to foundations established for social purposes, associations, universities and establishments suchlike within the frame of principles set by Capital Market Board and BRSA. 14- On transactions regarded as significant in applying Corporate Governance Principles and on significant concerning party transactions of the company and on transactions concerning giving guarantee, pawn or pledge in favor of third parties, regulations concerning corporate governance of Capital Market Board are obeyed.
3 For the Company; to transfer its all or a considerable part of assets or to establish right over them or to lease, to take over a considerable goods or to lease them, to set forth privilige or to alter the scope or subject of current priviliges, dequotation are significant transactions in point of applying Corporate Governance Principles. In accordance with the current regulation, unless resolution of general assembly is required concerning significant transactions, approval of majority of independent members are needed to carry out resolution of board of directors concerning the transactions in question. However, in the event that significant transactions in question are desired to be carried out although approval of the majority doesn't exist or despite the opposition of the majority of independent members, the transaction is submitted to approval of the general assembly. In this case, the reason of opposition of independent members of board of directors is declared to public, reported to CMB and announced in meeting of board of directors to be held. In the event that those who become a party to significant transactions are concerning parties, concerning parties cannot vote at the meetings of board of directors. When resolution of general assembly is taken concerning significant transactions, the provision 29/6 of Capital Market Law On resolutions of board of directors concerning significant party transactions of the Company, approval of the majority of independent members are required. In the event that the majority of independent members do not approve the transaction in question, this situation is declared to the public in the way it includes sufficient information concerning the transaction and within the scope of regulations of public disclosure and the transaction is submitted to approval of general assembly. At meetings of general assembly in question, by taking a resolution at a voting in which the parties of the transaction and people concerning it cannot vote, participation of other shareholders to these resolutions is enabled. At meetings of general assembly to be held for cases stated in this article, quorum is not required. Through ordinary majority of those who have right to vote, resolution is taken. Resolutions of board of directors and general assembly not taken as applicable to principles stated in this paragraph are not valid. 15- In the event that the attempt into businesses that are considered as beneficial and essential for the company are desired other than those mentioned above, that the subject to be submitted to general assembly by board of directors in addition to procedures stated in the concerning section and that general assembly take a resolution on this subject are required. For this type of transactions which can be considered as alteration of main contract,permission will be obtained from BRSA, Ministry of Customs and Trade and Capital Market Board. HEADQUARTER AND BRANCHES : ARTICLE-4 Corporate headquarter is located in Istanbul. Its address is Büyükdere Cad. No:108 Enka Han K.2-3 Esentepe İstanbul In case of change of address, new address is announced at Turkey Trade Registry Gazette and, in addition,it is reported to Ministry of Custom and Trade, Capital Market Board, and BRSA. Notification made to registered and announced address is considered to made to the company. For a company who does not register its new address in due of time although it left its registered and announced address, this case is considered to be reason of termination. A Company can open a branch in domestic and abroad on condition that it reports to Ministry of Customs and Trade and obtain permission from BRSA. For opening a branch, principals set by BRSA are applied. DURATION : ARTICLE-5 Duration of the company is indefinite beginning from the date of registration and announcement.
4 CAPITAL STOCK : ARTICLE-6 According to provisions of Capital Market Law numbered 2499 altered with the law numbered 3794, the Company adopted registered capital system and with the approval of Capital Market Board dated 27/03/1998 and numbered Registered capital stock of the company is TL (Onehundredmillion-TL) and this capital each 10-KR in nominal value is divided into shares. While nominal value of shares were ,-TL, firstly it was decided to be determined as 10 New Kurus pursuant to Law on Making Alteration in Turkish Commerce Code, then because "New"phrase was removed in New Turkish Liras and New Kurus with Council of Ministers Decision dated 4 April 2007 and numbered 2007/11963, it was replaced with 10 Kurus. Rights of the partners arising from the shares they hold regarding the alteration in question are reserved. "Turkish Lira" phrases in this main contract are phrases that were altered pursuant to Council of Ministers Decision stated above. The approval of registered capital stock given by Capital Market Board is valid for (5 years) beginning from Even if registered capital stock allowed at the end of the year 2013 cannot be reached, in order for board of directors to take a decision of capital increase after 2013; it must obtain authorization for a new duration from general assembly by getting permission from Capital Market Board for an authorized stock allowed before or for a new authorized stock. In the event that the authority in question is not obtained, the company is considered to get out of registered capital system. Board of Directors, between the years , authorised to increase issued capital, when necessary, by issuing shares in the name of the holder on condition that they remain in registered capital stock pursuant to provisions of Capital Market Law. Issued capital of the company is ,00-TL (Thirtymillion-TL) wholly consisting of cash accounting for ,000 shares that are in the name of the holder and 10-KR each. Shares of the company are seperated into two groups as A and B; of the shares accounting for ,00-TL(Thirtymillion-TL) that are fully paid, are created as ,00 A group and ,00 B group. Proportions of ,00-TL(Fifteenmillionandthreehundredthousand-TL) representing A group shares, ,00-TL(Fourteenmillionandsevenhundredthousand-TL) representing B group shares of the capital stock was paid in whole and cash by means of using right of priority, adding cost increase fund and profit of previous year to capital stock by present partners. Shares representing the capital stock are monitored pursuant to principles of dematerializing. Distribution, groups, proportion of shares and number of shares of current capital stock among shareholders are as following: Percent Total Nominal Shareholder Group Registered (%) Number of Shares Value of the Shares TL Altınbaş Holding A.Ş. A Registered , ,00 B Registered , ,00 Proportion Offered to Public B Registered 15, , ,00 TOTAL % , ,00 Board of Directors are authorised to limit the right of shareholders to acquire new shares in case of capital share increase.
5 SHARE CERTIFICATES: ARTICLE-7 Canceled. CAPITAL INCREASE AND DECREASE: ARTICLE-8 Capital of company can be increased and decreased in accordance with Capital Market Lagislation and provisions of Turkish Commercial Code, provided that it is not less than minimum capital, which is determined with related regulations by BRSA (Banking Regulation and Supervision Agency). DUTY AND TIME OF THE ADMINISTRATIVE BOARD: ARTICLE-9 Works and management of company are carried out by an administrative board, which is not less than 5 (five) members in any case and which is elected by plenary session within the frame of provisions of TCC. The number of members of administrative board is determined to enable that the number of members of the administrative board make efficient and conctructive works, take fast and rational decisions and organize the works efficiently and constitution of committees in any case. It is obligatory that one more than half of members of administrative board be elected among candidates, which nominated by A group shareholders. The members of administrative board can be elected for maximum three years. The administrative board, election period ended, can be elected again. If the plenary session deems necessary, they can change members of administrative board every time. There are independent members, elected according to regulations of related corporate administration of Capital Market Board, in the administrative board, qualifications and the number of independent members, which will take charge in The Administrative Board, are determined according to regulations of related corporate administration of Capital Market Board. Duty term of independent members of administrative board is three years and it is possible that they can be elected by nominating as a candidate again. About structure of administrative board is made amendment according to regulations of related corporate administration of Capital Market Board and provisions of BRSA and other related legislation. MEETINGS OF THE ADMINISTARTIVE BOARD: ARTICLE-10 The administrative board gathers, when works of company necessitate. However, it is obligatory that gathered at least four times in a year. The administrative board gathers by majority one more than half of members and takes decisions by majority, of whom participate in meeting, in the event of equality of votes, offer is deemed rejected. Votes are used as acceptance and refusal, abstaining vote is not used in the administrative board. He writes reason of refusal under decision, who votes nay.
6 FEES OF MEMBERS OF THE ADMINISTRATIVE BOARD: ARTICLE-11 Fees of chairman and members of the board are determined by plenary session. ADMINISTRATION, REPRESENTATION AND BIND OF COMPANY: ARTICLE-12 The administrative board may delegate the management to one or more board member or a third party in part or in whole with an internal directive, TCC No article 375 and Law No.6361 and related regulations under protection. The administrative board may delegate it s own authorisation to one or more managing member or third parties as manager. The administrative board is entitled to determine the unauthorised board members or assign the persons who is bined to company with a lobour contract as limited authorised commercial agent or other merchant assistant, delegate it s own representation/authorisation to third parties with an internal directive regulated as per TCC No article 371 and 367. The administrative board decision which regulates the authorised persons and their authorisation limits shall not be valid unless the notarized copy is registered an anounced on trade registry. All documents and contracts, which are given and made by company, should bear signature of the authorities, who represent and bind the company and had been put under the company name, in order to be valid. The administrative board determines who are entitled to represent and bind the company. GENERAL MANAGER AND MANAGERS: ARTICLE-13 General Manager, Vice General Managers, Branch Directors, Representatives and Primary Authorized Signatory are appointed by the administrative board. General Manager, Vice General Managers, Branch Directors, Representatives and Primary Authorized Signatory should have bear necessary charachteristics, which within essentials determined by BRSA, and they should have experience and information about economic and juridical subjects. DUTY AND TIME OF THE AUDITOR : ARTICLE-14 Canceled. FEES OF AUDITORS: ARTICLE-15 Canceled. THE PLENARY SESSION : ARTICLE-16 The following essentials are implemented in the plenary session meetings. 1-Form of Invitation: The plenary sessions gathers ordinary or extraordinary. Invitation to these meetings are made within the frame of regulations of related Corporate Administration of Free Market Board before minimum 3 weeks of the date of Plenary Session meeting. 2- Meeting time: The ordinary plenary session is held at least once a year within three mounths since the end of fiscal period of the company while The extraordinary plenary session is held in case of necessities of the company s affairs and moments. 3- Voting and Substitution: Available shareholders and substitutes have one vote for one share at the ordinary and extraordinary plenary sessions. Shareholders can make themselves represent through other
7 shareholders and external substitute at the plenary session meetings. Substitutes of shareholders at the company are entitled to vote the votes of the shareholders which they represent. The subject of proxy vote and letter of attorney form are complied with capital market legislation. 4-Negotiate and Quorum : Necessary decisions are taken by negotiating issues, writing on 417th articles of T.C.C., at the plenary session of the company. Plenary sessions meeting and quorum of these meetings are subject to provision of T.C.C. 5-Meeting Place: Plenary sessions is held at the heartquarters building of the company or at a convenient place of city of the headquarters. 6- Participation to Plenary Session Meeting in the Electronic Environment:
8 Right holders, who have a right to participate in plenary session meetings of the company, can participate in these meetings in the electronic environment in accordance with article 1527th article of T.C.C. The Company can both set up electronic plenary session system to enable in order that right holders participate in plenary session meetings in the electronic environment, explain opinion, make suggestion and vote in accordance with provisions of Regulation of Related Plenary Sessions that shall be made in Stock Corporations Electronik Environment, and can buy service from systems, which formed for this purpose. Right-holders and representetives, who have rights from set-system, are enabled to use determined rigths, in where mentioned Regulation provisions, in accordance with this provision of main contract in all plenary session meetings. PRESENCE OF MINISTRY REPRESENTATIVE IN THE MEETING: ARTICLE -17 Ministry representative have to exist both in ordinary and extraordinary plenary session meetins. Decision, that will be taken, which will be make in plenary session meetings, is not valid in the absence of ministry representative. ANNOUNCEMENT : ARTICLE-18 Announcements, which should be made by law of belonging to company, are made in accordance with provisions of 35th article of 4th clause and 1524th article of TCC provided that declarations of Capital Market Law and Capital Market Board remain secret. Provisions of article 474th and 532th of TCC are implemented for announcements belonging to abatement of capital and liquidation. Subject of announcements, which will be made, is complied Regulations of Capital Market legislation.
9 ACCOUNTING PERIOD: ARTICLE-19 Accounting year of the company starts the first day of January and ends the last day of December. But the first accounting year starts since certain founding date of the company and ends the last day of December of that year. DETERMINATION AND DISTRIBUTION OF PROFIT: ARTICLE-20 Net profit of period, which remainder and seen in annual balance sheet, is distributed respectively as shown below, after amounts, which should be paid and reserved by the company, and taxes, which should be paid by legal entity of the company, like general expenses and various amortisation of the company, are reduced from incomes, which determined at the end of accounting year, if available, after loss from previous year is reduced. 1- Firstly, as the first separation; a) Legal Reserve is reserved over Clean (net) profit at the rate of 5% in accordance with Turkish Commercial Law. b) The first profit share is reserved from balance profit, over amount, which will be found with additional of grant amount in year if available, within the frame of policy of profit distribution, which will be determined by plenary session and in compliance with related legislation provisions. 2- As the second separation, after above amounts are reduced from net profit, remainder profit, that is reserved as an exceptional legal reserve or distributed as second profit share, and if it is distrubuted, with distribution time, the form is determined by plenary session of the company on offer of administrative board. One-tenth of the amount, which is found after profit share at the rate of 5% of paid in capital is reduced from the part, which determined to distrubute to sharers and other people, who participate in the profits, is added to general legal reserve in accordance with Turkish Commercial Law. Unless legal reserves, which should be reserved with statutory provision, and profit share, which is determined for sharers in the main contract, are reserved, and that other legal reserve is reserved, profit transferred to the next year and profit share is paid as cash and/or share certificate, distribution of profit to members of administrative board, officers, personnels and employees, tenancy/ constituent tenancy bill owners, privileged sharers and foundations, which established for various purposes, and other people/institutions,in smiliar nature, can not be decided. It is distributed equally all of available shares regardless of date of issuance and acquisition, as of the date of distribution of profit share. Plenary Session of the company decides to distribute profit share as cash or share certificate within the frame of regulations of Capital Market Board on offer of The Administrative Board. Dividend, which is distributed as share certificate, is not paid attention in the second composition legal reserve account..
10 THE TIME OF DISTRIBUTION OF PROFIT: ARTICLE-21 When and how annual profit will be given to sharers, is given judgement by plenary session on offer of administrative board in compliance with regulations of Capital Market Board. LEGAL RESERVE : ARTICLE-22 About legal reserves, which are reserved by the company, is implemented related article provisions of TCC. AUTHORIZED COURT : ARTICLE-23 Dispute, which is between company and sharers, is resolved via court, where is the company center. DISSOLUTION AND CANCELLATION : ARTICLE-24 The company dissolves with one of the reasons, which foreseen in Turkish Commercial Law, furthermore, the company dissolves and is terminated with decision of court or it can be terminated within legal provisions with decision of plenary session. The administrative board calls plenary session to take decision about this subject, in case that the company is required cancellation and liquidation with any reason. If dissolution comes out for a reason other than bankruptcy, necessary registration and announcement are performed by the administrative board in accordance with Turkish Commercial Law. LIQUIDATORS : ARTICLE-25 If the company dissolves or is terminated for a reason other than bankruptancy, liquidators are appointed by plenary session. FORM OF THE LIQUIDATION : ARTICLE-26 Works of liquidation, execution of liquidation and authorities and responsibilities of liquidators are appointed in accordance with provisions of Turkish Commercial Law.
11 DOCUMENTS TO BE SENT THE MINISTRY OF INDUSTRY AND TRADE: ARTICLE-27 Canceled. LEGAL PROVISIONS : ARTICLE-28 With the law no. 6102, 6361 and 6362 and regulations connected with these and statement provisions are implemented about provisions and subjects, which are not in this main contract. ANNOUNCEMENT OF THE FINANCIAL STATEMENTS: ARTICLE-29 Independent audit report is announced to the public and send to Capital Market Board within the principles and procedures, which determined by Capital Market Board, in the event that it is tied to independent supervision with financial statements and reports, which foreseen to be regulated by Capital Market Board. ADAPTATION TO PRINCIPLES OF CORPORATE ADMINISTRATION: ARTICLE-30 Principles of Corporate Administration, which are made obligatory to comply by Capital Market Board are complied. Processes and decisions of administrative board, which made without compulsory principles, are invalid and are deemed against the main contract.
ARTICLES OF ASSOCIATION OF TÜRK TUBORG BİRA VE MALT SANAYİİ ANONİM ŞİRKETİ INCORPORATION Article 1 This joint stock corporation is incorporated in accordance with the articles of the Turkish Commercial
Article 1- ESTABLISHMENT ARTICLES OF INCORPORATION OF HSBC BANK ANONİM ŞİRKETİ PART ONE PROVISIONS AS TO ESTABLISHMENT A joint stock company was established by and between the incorporators whose names/surnames
ANADOLU ANONİM TÜRK SİGORTA ŞİRKETİ ARTICLES OFINCORPORATION Formation SECTION ONE Article 1: On 18 March 1341 (31 March 1925 new calendar) a joint-stock company was established among the founders whose
ARTICLES OF INCORPORATION of Türkiye Şişe ve Cam Fabrikaları Anonim Şirketi ISTANBUL İş Kuleleri, Kule 3, 34330 4. Levent/Istanbul Tel: 350 50 50 Fax: 350 40 40 INCORPORATION: Article 1: Among the founders
ARTICLES OF ASSOCIATION OF GEDİK YATIRIM MENKUL DEĞERLER ANONİM ŞİRKETİ ARTICLE 1 INCORPORATION: A joint stock company has been incorporated by the founders whose names, surnames, residences and nationalities
EİS ECZACIBAŞI İLAÇ, SINAİ VE FİNANSAL YATIRIMLAR SANAYİ VE TİCARET A.Ş. INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING Our Company s Ordinary General Assembly Meeting will be held on May 29, 2012,
Registry of Commerce of Istanbul - 54957 INVITATION BY ARÇELİK A.Ş. BOARD OF DIRECTORS FOR THE ORDINARY GENERAL SHAREHOLDERS MEETING SCHEDULED TO BE HELD ON 27/03/2014 With the purpose of examining the
ÜLKER BİSKÜVİ SANAYİ ANONİM ŞİRKETİ Articles of Association [The original version of these Articles of Association has been prepared in Turkish. This is a translation into English of the original version.
ARTICLES OF ASSOCIATION OF PAŞABAHÇE CAM SANAYİİ VE TİCARET ANONİM ŞİRKETİ INCORPORATION Article 1- A Joint Stock Company is hereby incorporated by and between the Founders whose names, nationalities and
From the Banking Regulation and Supervision Agency: REGULATION ON THE ESTABLISHMENT AND OPERATING PRINCIPLES OF ASSET MANAGEMENT COMPANIES (Published in the Official Gazette Number 26333 dated November
EXTRAORDINARY GENERAL ASSEMBLY MEETING MINUTES OF GSD DENİZCİLİK GAYRİMENKUL İNŞAAT SANAYİ VE TİCARET ANONİM ŞİRKETİ ON 22 DECEMBER 2014 The Extraordinary General Assembly meeting of GSD Denizcilik Gayrimenkul
MINUTES OF THE ORDINARY GENERAL SHAREHOLDERS MEETING OF BRİSA BRIDGESTONE SABANCI LASTİK VE TİCARET ANONİM ŞİRKETİ, HELD ON APRIL 27, 2012 The Ordinary General Shareholders Meeting of Brisa Bridgestone
Law of the Republic of Kazakhstan dated April 22, 1998 220-I On limited liability companies and additional liability companies (with alterations and amendments as of 29.12.2014) CHAPTER I. General provisions
THE ARTICLES OF ASSOCIATION OF TÜPRAŞ INTRODUCTION ARTICLE 1 : The Articles of Association of the company TÜRKİYE PETROL RAFİNERİLERİ A.Ş. dated 10.04.1985 and registration no. 408-14/11515 has been arranged
MINUTES OF THE ORDINARY GENERAL ASSEMBLY MEETING OF ECZACIBAŞI INVESTMENT HOLDING CO. HELD ON MAY 6, 2011 The general assembly meeting of Eczacıbaşı Yatırım Holding Ortaklığı AŞ for the year 2010 was held
By the Banking Regulation and Supervision Agency: REGULATION ON PRINCIPLES FOR ESTABLISHMENT AND OPERATIONS OF FINANCIAL LEASING, FACTORING AND FINANCING COMPANIES (Published in the Official Gazette dated
INVITATION LETTER FOR THE 2014 ANNUAL GENERAL MEETING ON 13 MAY 2015 BY BOARD OF DIRECTORS OF 2014 Annual General Meeting of our Company shall be held at the address of Conrad Hotel, Beşiktaş, Istanbul
Articles and Memorandum of Association - English convenience translation - as of April 08, 2015 This is the convenience translation of the German original version of the Articles and Memorandum of Association
Company Formation in Turkey At Ketenci&Ketenci we regularly assist foreign corporations and investors to form new companies and branches in Turkey. Thanks to the Turkish Direct Foreign Investment regulation;
THE CORPORATE GOVERNANCE PRINCIPLES DECLARATION Pursuant to CMB s (Capital Market Board) decree with the number of 48/1588 on 10.12.2004, it has been deemed appropriate for the companies having transactions
By the Banking Regulation and Supervision Agency: REGULATION ON MERGER, ACQUISITION, DIVISION AND CHANGES IN SHARES OF BANKS (Published in Official Gazette dated November 1, 2006 Nr. 26333) Objective PART
Legal Guide to Forming a Corporation in Turkey 1. TYPES OF BUSINESS ORGANIZATIONS In Turkey, one of the two options may be adopted in order to carry out business activities; as individuals engaged in commercial
CROATIAN PARLIAMENT 3136 Pursuant to Article 88 of the Constitution of the Republic of Croatia, I hereby issue the DECISION PROMULGATING THE ACT ON AMENDMENTS TO THE COMPANIES ACT I hereby promulgate the
Articles of Association Swiss Life Holding Ltd (Translation of the original text in German) I. Company name, object and registered office 1. Company name, legal form Under the corporate name Swiss Life
Companies and Intellectual Property Commission Republic of South Africa Form CoR 15.1A Short Standard Form for Private Companies This form is issued in terms of section 13 of the Companies Act, 2008 and
OPEN JOINT STOCK COMPANY AGENCY FOR HOUSING MORTGAGE LENDING APPROVED: by decision of the Supervisory Council (minutes No 09 of 21 December 2007) Agency for Housing Mortgage Lending OJSC INFORMATION POLICY
ARTICLES OF INCORPORATION of Miba Aktiengesellschaft I. General provisions Section 1 Name and seat of the company (1) The name of the company is Miba Aktiengesellschaft (2) The company is based in Laakirchen,
PROXY STATEMENT TO THE GENERAL ASSEMBLY MEETING CHAIRMANSHIP OF MİGROS TİCARET ANONİM ŞİRKETİ, I, the undersigned, hereby appoint and empower... who is introduced in detail below as my proxy fully authorized
17 JULY 1998 NO: 4585 TURKISH TRADE REGISTER GAZETTE PAGE: 497 From: Istanbul Trade Registry Registration No: 353195-300777 Company Name ASYA FİNANS KURUMU ANONİM ŞİRKETİ Company Seat: Istanbul, Üsküdar
Company Laws The Companies Law is the principal body of legislation governing companies. Saudi company law recognizes eight forms of companies. The most common forms are limited liability companies (LLC),
TORUNLAR REAL ESTATE INVESTMENT COMPANY 2014 Ordinary General Assembly Meeting Information Memorandum From the Chair of the Board of Directors 2014 Ordinary General Assembly Meeting of our company will
CORPORATE LEGAL FRAMEWORK IN JORDAN Legal reference: The Companies Law No. 27 of 2002 and its amendments Under the Jordanian different types of companies offer different advantages and have different requirements
REGULATION ON WORKING PRINCIPLES AND PROCEDURES OF THE ASSOCIATION OF THE INSURANCE AND REINSURANCE COMPANIES OF TURKEY Official Gazette of Publication: 01.07.2008 26923 Issued By: Prime Ministry (Undersecretariat
By the Banking Regulation and Supervision Agency: REGULATION ON FINANCIAL HOLDING COMPANIES (Published in Official Gazette dated November 1, 2006 Nr. 26333) PART ONE Objective and Scope, Basis and Definitions
MINUTES OF THE ORDINARY GENERAL ASSEMBLY MEETING OF VESTEL ELEKTRONİK SANAYİ VE TİCARET ANONİM ŞİRKETİ DATED 26.04.2016 Vestel Elektronik Sanayi ve Ticaret AŞ s Ordinary General Assembly Meeting for the
Non-official translation STATUTES OF THE MAGYAR NEMZETI BANK CONSOLIDATED WITH CHANGES Chapter 1 COMPANY DATA 1.1 Name of the company: Magyar Nemzeti Bank (hereinafter referred to as MNB ) In accordance
MAIN CONTRACT OF TAV AIRPORTS JOINT STOCK COMPANY ARTICLE 1- ASSOCIATION A joint stock company was established among the founders, whose domiciles and nationalities stated below, in accordance with the
ARTICLES OF ASSOCIATION OF KOÇ HOLDING A.Ş. Article 1: ESTABLISHMENT A joint stock company has been established between the partners whose signatures, names and addresses specified below as per this Articles
CIVIL CODE OF AZERBAIJAN (unofficial translation) Article 87. Limited Liability Company 87.1. A limited liability company means company established by one or more persons (natural persons and (or) legal
Summary of key differences between Luxembourg and Swedish corporate law, as per 22 June 2011 Millicom International Cellular S.A. ("Millicom") is a company incorporated and governed under the laws of the
English Translation of Finance Companies Control Law Article 1 Introductory Chapter Definitions The following terms and phrases wherever mentioned in this Law shall have the meanings assigned thereto unless
BURGAN FİNANSAL KİRALAMA ANONİM ŞİRKETİ ARTICLES OF ASSOCIATION PART 1 FOUNDATION AND PURPOSE FOUNDATION Article 1. A joint stock company was founded in accordance with the provisions of the Turkish Commercial
LAW OF THE REPUBLIC OF TAJIKISTAN ON LIMITED LIABILITY COMPANIES CHAPTER 1. GENERAL PROVISIONS CHAPTER 2. FOUNDATION OF LIMITED LIABLITY COMPANY CHAPTER 3.AUTHORIZED CAPITAL OF A COMPANY CHAPTER 4. PROPERTY
TAV AIRPORTS HOLDING ARTICLES OF ASSOCIATION ARTICLE 1- ASSOCIATION Trade Registry Gazette of 11th November 1997 A joint stock company was established among the founders, whose domiciles and nationalities
REGULATION ON ESTABLISHMENT AND WORKING PRINCIPLES OF INSURANCE COMPANIES AND REINSURANCE COMPANIES Official Gazette of Publication:.08.007 66 Issued By: Prime Ministry (Undersecretariat of Treasury) PART
Appendix 1 to notice to convene the EGM proposed new Articles of Association (the complete proposals with track changes) ARTICLES OF ASSOCIATION of TORM A/S CVR no. 22460218 Article 1 Article 1 1.1. 1.1
Appendix No.4 to Item No.6 of the Agenda of OJSC Rostelecom Annual General Meeting upon the results of the year 2008 APPROVED by Annual General Shareholders Meeting of OJSC Rostelecom held on May 30, 2009
KAZAKHSTAN LAW ON JOINT STOCK COMPANIES Important Disclaimer This does not constitute an official translation and the translator and the EBRD cannot be held responsible for any inaccuracy or omission in
ARTICLES OF ASSOCIATION TÜRKİYE CUMHURİYETİ ZİRAAT BANKASI ANONİM ŞİRKETİ (Turkish Republic Ziraat Bank Inc.) PART ONE Foundation: Article 1 - T.C. Ziraat Bankası has been converted into T.C. Ziraat Bankası
AMENDED BY-LAWS OF STEELCASE INC. Amended as of: April 17, 2014 ARTICLE I Offices SECTION 1.01. Offices. The corporation may have offices at such places both within and without the State of Michigan as
These Articles of Association have been translated from Danish into English. In case of any discrepancies, the Danish version shall be the governing text. A R T I C L E S O F A S S O C I A T I O N of Danish
LISTING RESOLUTIONS 1- Board of Director s Resolution No. (6) of 1996, issued at the meeting No. (57) dated 26/6/1996 regarding the general rules for listing local and foreign bonds at the Bahrain Stock
COMPANY FORMATION IN TURKEY INTRODUCTION This article aims to provide general information on most commonly preferred types of limited liability corporations in Turkey. There are two such types of limited
APPROVED by the General Shareholders Meeting of Open Joint Stock Company Novolipetsk Steel Minutes of Meeting No. 38 dd. 6 June 2014 REGULATIONS ON GENERAL SHAREHOLDERS MEETING Open Joint Stock Company
Republic Of Turkey ISTANBUL TRADE REGISTRY OFFICE (KADIKÖY) 400578-2014 REGISTRATION NUMBER: 41603 BUSINESS NAME: ÜLKER BİSKÜVİ SANAYİ ANONİM ŞİRKETİ BUSINESS HEADQUARTERS: ISTANBUL ÜSKÜDAR BÜYÜKÇAMLICA,
Comparison between the current valid and the proposed amended version of the articles of association of Kardex AG Current valid version Proposed amended version (INOFFICIAL ENGLISH TRANSLATION OF THE ORIGINAL
State of Kuwait Ministry of Justice Real State Registration and Authentication Department Kuwait Telecom Company A Kuwaiti Shareholding Company The Articles of Incorporation Chapter One Establishing the
Information on the proposed changes in the Company Statutes submitted by the shareholder, the State Treasury On 3 June 2015 the Company received a letter from the shareholder, the State Treasury, in which,
Status: 10 November 2015 Articles of Association of SQS Software Quality Systems AG III. General Provisions 1 Name, Registered Office, Fiscal Year 1. The name of the company is SQS Software Quality Systems
LAW No. 8788, dated May 7, 2001 ON NON-PROFIT ORGANIZATIONS In reliance on articles 78 and 83 point 1 of the Constitution, on the proposal of Council of the Ministers, THE ASSEMBLY OF THE REPUBLIC OF ALBANIA
Shareholders Agreement This Shareholders Agreement is made on..by and between: 1. Mr. with residence at.., (hereinafter X ); 2. Mr. with residence at (hereinafter Y ); 3.. nv, a Belgian naamloze vennootschap,
APPROVED at the General Meeting of Participants of GSM Kazakhstan OAO Kazakhtelecom LLP Minutes No. Date: CHARTER OF Kcell Joint Stock Company 1. General Provisions 1. This Charter of the joint stock company
United Arab Emirates Afridi & Angell Amjad Ali Khan BASIC INFORMATION ON THE TYPES OF LIMITED LIABILITY COMPANIES AND ON THE RIGHTS OF SHAREHOLDERS 1. What types of companies enjoy limited liability? If
organizations funded by the state budget, other units of state importance, and certain public facilities. The main authority responsible for the implementation of the Second Privatization Program and coordination
30 December 2012 SUNDAY Official Gazzette Number : 28513 LAW CAPITAL MARKET LAW Law Nr. 6362 Adoption Date: 6/12/2012 FIRST SECTION General Provisions FIRST CHAPTER Purpose, Scope and Definitions Purpose
LAW OF THE REPUBLIC OF KAZAKHSTAN ON LIMITED LIABILITY PARTNERSHIPS AND ADDITIONAL LIABILITY PARTNERSHIPS OF APRIL 22, 1998 N 220-1 (with amendments and additions as of August 7, 2007) CHAPTER I. GENERAL
Status: june 2015 Complete text of Memorandum and Articles of Association of DMG MORI Aktiengesellschaft Bielefeld IDENTIFY THE CHANCES SHAPE THE FUTURE 1 (1) The Company exists under the name DMG MORI
MERGER AGREEMENT This Merger Agreement ( Agreement ) is entered into by and between: 1- Volkswagen Doğuş Finansman Anonim Şirketi, a joint-stock company registered with İstanbul Trade Registry under the
POLİSAN HOLDİNG ANONİM ŞİRKETİ ARTICLES OF ASSOCIATION INCORPORATION AND FOUNDERS Article 1: A joınt-stock company is incorporated between the founders whose names, surnames, nationalities and residence
Convenience Translation the German version is the only legally binding version Articles of Association Linde Aktiengesellschaft Munich 9 March 2015 Page 1 of 12 I. General Rules 1. Company Name, Principal
ARTICLES OF ASSOCIATION OF STRÖER MEDIA SE I. GENERAL CONDITIONS ARTICLE 1 COMPANY, REGISTERED OFFICE AND TERM (1) The Company has the name Ströer Media SE. (2) The Company s registered office is in Cologne.
Seminar on Overview of Regulations for Companies and Corporate Governance Regulations in Saudi Arabia Karim Nassar Zahi Younes Omar Iqbal Baker & McKenzie Limited is a member firm of Baker & McKenzie International,
Issuer: Riigikogu Type: act In force from: 23.03.2014 In force until: 31.12.2016 Translation published: 02.04.2014 Amended by the following acts Passed 14.06.2000 RT I 2000, 57, 374 Entry into force 01.01.2001,
A R T I C L E S O F A S S O C I A T I O N OF X I N G AG 1. Name and place of incorporation of the Company 1.1. The name of the Company is: XING AG 1.2. The place of incorporation of the Company is Hamburg.
Ministry of Labour and Social Policy LAW ON VOLUNTARY FULLY FUNDED PENSION INSURANCE 1 Table of Contents CHAPTER 1 GENERAL PROVISIONS... 3 CHAPTER 2 VOLUNTARY PENSION FUNDS... 7 CHAPTER 3 PENSION COMPANIES
Bylaws of the Supervisory Board of K+S Aktiengesellschaft Version of 21 November 2012 The German Version is binding. Page 2 1 Position and Responsibility The Supervisory Board performs its functions in
Articles of Association of MTU Aero Engines AG Last revised: June 2015 First Part: General Section 1 Company name, registered office, financial year (1) The Company operates under the name of: MTU Aero
TRANSLATION ARTICLES OF ASSOCIATION of ALK-Abelló A/S (Company registration (CVR) no. 63 71 79 16) (the Company") March 20142016 1. Name 1.1 The name of the company is ALK-Abelló A/S. 1.2 The Company also
DECISION NO (94/R) OF 2005 CONCERNING THE LISTING OF DEBT SECURITIES The Chairman of the Board of Directors of the Stocks and Commodities Authority has, After pursuing the provisions of Federal Law No.
Approved by Order No.79 issued by Gazprombank (Open Joint-Stock Company) on July 28, 2011 List of Insider Information of Gazprombank (Open Joint-Stock Company) 1. General Provisions 1.1. The list of insider
NEW EQUITYMOBILICITY COMMUNICATIONS INC. - SHARE TERMS That the classes and any maximum number of shares that the Corporation is authorized to issue shall be: (b) (d) an unlimited number of shares of a
Official English translation of the investment law In the Name of God, Most Gracious, Most Merciful In the Name of the People President s Office - Kurdistan Region - Iraq Pursuant to legislation by the
36 Corporate Governance Principles Compliance Report 1- Statement of Compliance with Corporate Governance Principles As detailed below, Finansbank has complied with the principles set out in the Corporate
APPROVED by resolution of the annual General Shareholders Meeting of ОАО Gazprom dated 28 June 2002, minutes 1, with amendments and supplements made by resolution of the annual General Shareholders Meeting
Companies Law of the People's Republic of China Order of the President of the People s Republic of China No. 42 The Companies Law of the People s Republic of China has been revised and adopted at the 18th