İNTEMA İNŞAAT VE TESİSAT MALZEMELERİ YATIRIM VE PAZARLAMA A.Ş

Transcription

1 İNTEMA İNŞAAT VE TESİSAT MALZEMELERİ YATIRIM VE PAZARLAMA A.Ş. ARTICLES OF ASSOCIATION PART I GENERAL PRINCIPLES CONCERNING INCORPORATION ARTICLE 1- FOUNDATION A joint stock company has been incorporated by and between the founders whose names, domiciles and nationalities are stated in Article 43 hereof in accordance with the provisions of the Turkish Commercial Code as related to the instantaneous foundation of the joint stock companies. ARTICLE 2- TRADE TITLE The trade title of the Company is "İNTEMA İnşaat ve Tesisat Malzemeleri Yatırım ve Pazarlama Anonim Şirketi". It shall hereinafter be referred to as the Company. Article 3 PURPOSE AND SCOPE This company aims to manufacture, purchase, sell and install all kinds of construction materials, utility materials, derivatives of such materials, building units, and utility fixtures; to manufacture, build, assemble, purchase and sell all kinds of molds and machines needed for the objectives described above; to invest in marketing channels in order to facilitate making the above mentioned construction and utility materials available to consumers; starting businesses or investing in existing businesses for the objectives described above and thus to contribute in this field of the domestic industry; to act as an insurance broker subject to the insurance laws and regulations. To achieve its business objectives described above, the company may: a) Act in partnership with companies involved in similar industries; purchase treasury bonds, other public bonds and Turkish private sector bonds, provided that this company will neither act as a stock broker nor operate stock portfolios; b) Sell the shares and bonds it owns to third parties against down payment or deferred payment, replace the same with other share certificates and/or bonds, and pledge the same, provided that this company will neither act as a stock broker nor operate stock portfolios; c) Enter into know-how or license agreements for manufacturing or installing construction and utility materials; export and import; act as a representative, dealer or agent of domestic or foreign persons or businesses; appoint domestic or foreign persons or businesses as its representative, dealer or agent; d) Acquire immovable properties and movable assets needed only to achieve its business objectives and exploit such properties and assets in any way; e) Borrow loans and credits from banks, financial institutions or other lenders without a guarantee or against any mortgages, pledges or other guarantees against its immovable properties and movable assets; f) Accept mortgages, pledges or other guarantees against immovable properties and movable assets owned by third parties as guarantee for its rights and receivables; allow mortgages, pledges or other guarantees to be registered against its own immovable properties and movable assets; ensure such mortgages, pledges and guarantees to be registered and such registers to be deleted; sell the immovable or movable assets given as guarantee to it for its rights and receivables if it has to acquire the same; g) Make donations to social foundations, societies, universities and similar institutions subject to the rules set by the Capital Market Board; h) Invest in businesses located at home or abroad and start sales points and liaison offices, provided that the last subparagraph of Section 15 of the Capital Market Law is reserved. ARTICLE 4- HEAD OFFICE AND BRANCHES Head office of the company is located in Istanbul. Its registered address is Kanyon Ofis Büyükdere Caddesi No Levent-Şişli-Istanbul. Any notices served to such registered and announced addresses shall be deemed to have been duly served to the Company.

2 In case of any changes of address, the new address shall be announced in the Turkish Trade Registry Gazette. Moving out of the registered and announced address and not registering the new address within the statutory time limit is a reason for termination for the company. The company may open branch offices and liaison offices in the Republic of Turkey and abroad. ARTICLE 5- TERM The company is established for an indefinite period of time, and may be terminated upon legal reasons or upon the decision of three fourths majority of votes in the General Assembly attended by at least three fourths of the issued capital. In the event that the above mentioned quorum is not met, the same quorum shall be required for future meetings. This article, which constitutes an acquired right for the share owners, may only be amended unanimously by the shareholders. SECTION II CAPITAL SHARES AND DEBENTURES Article 6 REGISTERED CAPITAL The company has adopted registered capital system in accordance with the provisions of the Capital Markets Law, and has implemented this system with the Authorization No. 54/559 of issued by the Capital Markets Board. The registered share capital of the Company is YTL (Ten Million New Turkish Liras) and the nominal value of shares has been changed in accordance with the Turkish Commercial Code No. 5274, from TL 1.000,- (Thousand Turkish Liras) to Ykr 1. Due to this change, the number of total shares has decreased, therefore shares of Ykr 1 (One) each - will be issued in exchange of shares of TL1.000,- each. The rights of shareholders arising from this change regarding their shares are reserved. Shares representing the capital are monitored in line with dematerialization rules. Board of Directors is authorized to increase the capital by issuing registered or bearer paid or bonus shares up to the maximum registered capital limit, to increase the capital, and to merge the shares in coupons denominating multiple shares in accordance with the Capital Market Law any times. Board of Directors is also authorized to issue shares above their face values and to restrict the shareholder s right to purchase such new shares. No new shares will be issued until the existing shares are sold and paid up. Article 7 SHARE CAPITAL This company s converted share capital is YTL 4,860,000 (four million eight hundred sixty thousand New Turkish Lira), which was paid up in full and is divided into 486,000,000 bearer shares with a face value of 1 (one) new kurus (YKr)each. ARTICLE 8- CONVERSION OF REGISTERED SHARES INTO BEARER SHARES AND TRANSFER OF SHARES ARTICLE 8 has been cancelled. ARTICLE 9- SHARE BOOK Keeping of book of shares and registration of book shares is subject to the provisions of this articles of association and Turkish Commercial Code. ARTICLE 10- LIABILITY OF SHAREHOLDERS ARTICLE 10 has been cancelled.

3 ARTICLE 11- INCREASE OR DECREASE OF CAPITAL The company may increase and reduce its capital, subject to the provisions of Turkish Commercial Code, Capital Markets Law and the provisions hereof through a resolution of General Assembly. ARTICLE 12- ISSUING OF DEBENTURES, CONVERTIBLE BONDS, PROFIT-LOSS PARTICIPATION, PROFIT PARTICIPATION BOND AND FINANCING BONDS The company may issue debentures with or without security at home or abroad in the amount as envisaged in the Capital Markets Law subject to the resolution of the Board of Directors. In such case, the provisions of Articles 423 and 424 of the Turkish Commercial Code do not apply. The company may issue convertible bonds in accordance with the principles laid down and announced by the Capital Markets Board and subject to the resolution of the Board of Directors. The Company may issue Profit-Loss Participation Certificates, Participation Bonus Shares and Financing Bond in accordance with the Capital Markets Law and other applicable regulations. The General Assembly decides the issuance and maximum quantity of Profit-Loss Sharing Certificate, Profit Participation Bonds and Financing Bonds. The General Assembly may delegate the Board of Directors with respect to the determination of other terms and conditions related to the Profit- Loss Sharing Certificate, Profit Participation Bonds and Financing Bonds. PART III BODIES OF COMPANY ARTICLE 13- BOARD OF DIRECTORS The company is administered, represented and bound by a Board of Directors consisting of 7-9 persons who are elected by the General Assembly for a maximum term of office of 1 to 3 years in accordance with the provisions of Turkish Commercial Code and this articles of association. The quorum for the meetings of Board of Directors is established with the presence of 5 members in case of the Board of Directors consisting of seven members and 6 members in case of the Board of Directors consisting of nine members. Nevertheless, real persons who represent legal persons may be elected for Board of Directors. A board member whose term of office expires may be re-elected. ARTICLE 14- DEPOSIT OF SHARES Each Board Member is liable for depositing the shares as a security, before taking his/her office as Board Member, in accordance with Article 313 of Turkish Commercial Code. ARTICLE 15- VACANCY OF BOARD MEMBERSHIP Should a vacancy occur in the membership of the board due to death, resignation or other reasons, Board of Directors elects a new member. This election is submitted to the approval of the first General Assembly. The new member serves until the end of the term of office of the board member whom he/she succeeds. ARTICLE 16- SECURITY AND WORKING ORDER The members of the Board of Directors elect a chairman and a deputy chairman at the beginning of their office. In the absence of the Chairman, the Board of Directors is presided by the deputy chairman. The Board of Directors convenes upon the invitation of the chairman or the vice chairman. However, the meeting date may be determined by the of Board of Directors. The Board of Directors convenes upon the invitation of the chairman or the vice chairman. It is compulsory for the Board of Directors to convene at least once a month.

4 ARTICLE 17- MANAGEMENT AND REPRESENTATION The Board of Directors is authorized to make decisions regarding all issues which fall outside of the authority granted to the general assembly in line with the Turkish Commercial Code and this articles of association hereby. The Board of Directors represents and binds the company with third parties The Board of Directors may delegate and authorize any executive members or directors or a General Manager or Managers who are not members of the Board of Directors or an Executive Committee of three members who are the members of the Board of Directors or appointed from outside with part or all of its powers to represent and manage the Company. The Chairman of the Board of Directors is also the chairman of the Executive Board. The Executive Board reports to the Board of Directors for the management and affairs of the company. ARTICLE 18- SCOPE OF MANAGEMENT AND REPRESENTATION POWERS The Board of Directors or the persons or boards authorized and delegated by it are authorized to manage, bind and represent the Company. The Board of Directors may delegate its power to third parties by taking appropriate resolutions. The Board of Directors is authorized to make decisions regarding all issues which fall outside of the authority granted to the general assembly in line with the Turkish Commercial Code and this articles of association hereby. ARTICLE 19- REMUNERATION AND HONORARIA The remuneration and honoraria to be paid to the executive members and Board Members are determined by the General Assembly. The General Assembly may decide that bonus be paid, in addition to regular remuneration and honoraria, to the executive member and the members of the Board of Directors who are assigned for specific matters for their services and performances based on any benefits provided thereby to the Company. ARTICLE 20- GENERAL MANAGER AND MANAGERS The Board of Directors or the persons or boards authorized by it may appoint a General Manager and adequate number of managers in accordance with the Article 342 of the Turkish Commercial Code, for the execution of the business and the operations of the company. Board of Directors may appoint the General Manager and other managers for a term of office longer than that of the Board of Directors, under appropriate conditions. The remuneration of the General Manager and managers is appointed by the Board of Directors. ARTICLE 21- BONUSES The amount and terms of payment of the bonuses payable to the General Manager, Manager, officers, servants and workers are determined by the Board of Directors. ARTICLE 22- SIGNATORY POWERS In order for the documents, transactions and agreements issued by the company to bind the company, they must be signed under the company title by the persons authorized to represent the company. ARTICLE 23- AUDITORS The General Assembly may appoint two auditors either from amongst the shareholders or from outside, for a term of one year. Any auditors whose term expired may be reelected. The fee of the auditors is determined by the General Assembly.

5 ARTICLE 24- DUTIES AND RESPONSIBILITIES OF AUDITORS The duties and responsibilities of the auditor are governed by the provisions of Articles of Turkish Commercial Code. ARTICLE 25- GENERAL ASSEMBLY OF SHAREHOLDERS Shareholders meet in ordinary or extraordinary general assemblies. It is compulsory for the Board of Directors to convene at least once a month. In the meeting, the balance sheets, annual transactions and accounts and other items in the agenda are discussed. Necessary decisions are taken, and wishes regarding future are expressed. Extraordinary General Assembly may be called to meet, if and when the business and operations of the company require so. The meetings may be held in the head office of the company, or in another place determined by the Board of Directors, in the city of the head office, provided that it is announced beforehand. ARTICLE 26- NOTIFICATION OF THE MINISTRY AND ATTENDANCE OF AN OBSERVER The Ordinary and Extraordinary general assembly meetings should be notified at least twenty days in advance to the Ministry of Industry and Trade. The agenda and relevant documents are sent to the Ministry. It is mandatory that the observer of the Ministry of Industry and Trade attend all the meetings. ARTICLE 27- VOTING RIGHT Each share has one voting right in the General Assembly. Shareholders may have themselves represented in the General Assembly by a proxy appointed from amongst other shareholders or externally, in accordance with Article 360 of the Turkish Commercial Code. The form of the proxies is specified and announced by the Board of Directors in accordance with the relevant regulations of the Capital Markets Board. The regulations of the Capital Markets Board, regarding voting via proxy are reserved. ARTICLE 28- LIST OF PARTICIPANTS A list of attendants showing the names and the share amounts of the shareholders and their proxies attending the General Assembly is prepared by the Board of Directors before the meeting commences. A copy of this list is placed where it is visible to the participants, another copy is submitted to the secretary of the General Assembly. ARTICLE 29- SUBMISSION OF REPORTS AND BALANCE SHEET TO THE MINISTRY Three each copies of the reports of the Board of Directors and the Auditor, annual balance sheets, the minutes of the General Assembly, and of the list of participants or their representatives shall be sent to the Ministry of Industry and Trade or handed to the observer of the Ministry within one month following the date of General Meeting. ARTICLE 30- PRESIDENCY OF GENERAL ASSEMBLY The Chairman of the Board of Directors shall also preside the meetings of the General Assembly. In case where the Chairman is not able to attend the meeting, then the president of the meeting is elected among the shareholders with the majority of votes Two persons are elected from amongst the shareholders to count and sort the votes. The secretaries to be elected for the General Assembly meeting need not be elected from among the shareholders.

6 ARTICLE 31- VOTING METHOD The mode of voting in the General Assembly meetings is open voting. However, upon the request of the attendants who own one tenth of the capital, written voting may be done. ARTICLE 32- SIGNING OF MINUTES OF THE GENERAL ASSEMBLY General Assembly may authorize the presidential board for signing the minutes of the General Assembly meetings. ARTICLE 33- APPLICABLE PROVISIONS Matters which the articles of association herein does not contain a provision in opposition to, and which are related to General Assembly meetings, discussions and quorums are subject to the provisions of the Turkish Commercial Code. However, in the General Assembly Meetings to be held for the matters stated in the paragraphs 2 and 3 of Article 388 of the Turkish Commercial Code are subject to the quorum requirements as laid down in Article 372 of the Turkish Commercial Code pursuant to the provisions of the Capital Markets Law. SECTION IV ANNUAL ACCOUNTS AND FINANCIAL PROVISIONS ARTICLE 34- ACCOUNTING PERIOD The accounting period of the company is a calendar year. However, the first fiscal year commences on the date of registration and ends on the last day of December that year. ARTICLE 35- NET PROFIT After having deducted the general expenses of the company and other depreciation costs which constitute the compulsory amounts to be paid or retained by the company from the company revenues specified by the end of the year, the remaining balance will constitute the net profit of the company. ARTICLE 36- DISTRIBUTION OF NET PROFIT The following order and principles are applicable to the distribution of net profit. Following the deduction of losses of previous years, if any; First Legal Reserve: a. legal reserves at the rate of 5% are set aside, First Dividend b. First dividend is set aside in the amount and rate specified by the Capital Markets Board, out of the amount remained. Second Dividend c. The general assembly is authorized to decide that the sum remaining after deducting the sums indicated in a) and b) above from the net profit is distributed partly or totally as the second dividend or to set aside as extraordinary reserve fund. Second Legal Reserve: d. One tenth of the sum remaining after deduction of the dividend at the rate of 5% of the paid up capital from the portion decided to be distributed to the shareholders and other eligible parties is set aside as the second dividend in accordance with the Article 466 (2) (3) of the Turkish Commercial Code.

7 e. No other reserve may be set aside nor any profit may be transferred to the following year unless the statutory reserves mandated by the law, as well as the first dividends determined in the Articles of Incorporation for shareholders are distributed in cash and/or in form of shares; and no share of profit may be distributed to the Board Members, to employees and workers, to holders of preferred stocks or founders' shares, to the foundations established for different purposes, and to persons/entities of the same nature, unless the first dividend is paid either in cash or in the form of bonus share certificates. f. The dividend is distributed to all the present shares equally as of the accounting period, regardless of their date of issue and acquisition. ARTICLE 37- DISTRIBUTION OF PROFIT General Assembly determines the date and the method of distribution of annual profit to shareholders in accordance with the relevant regulations of the Capital Markets Boards. Once distributed in accordance herewith, the dividends may not be claimed back. ARTICLE 38- RESERVE FUND Legal reserves to be set aside in accordance with Clause 1 of Article 466 of the Turkish Commercial Code are set aside not less than one fifth of the paid capital. In the event of impairment of legal reserves, legal reserves are continued to be set aside in the following years. Extraordinary, voluntary and special reserves are unlimited in amount to be set aside. Provisions of subparagraphs 1 and 2 of paragraph 2 of Article 466 of the Turkish Commercial Code are reserved. ARTICLE 39- FOUNDATION FOR EMPLOYEES The Company may decide on establishment, provision of support for and funding of foundations and funds for its employees, servants and workers and those at affiliates. In such case, the provisions of Article 468 of the Turkish Commercial Code shall apply. The establishment, working order, management of the foundation and those who will benefit from it are determined by the Board of Directors. PART V MISCELLANEOUS ARTICLE 40- ANNOUNCEMENTS Any announcement related to the company shall be made in a newspaper published in Istanbul 15 days beforehand, provided the provisions of the paragraph 37(4) of the Turkish Commercial Code are reserved. Announcements related to the call of the General Assembly to the meeting are published at least two weeks prior to the meeting, excluding the announcement and meeting days, in accordance with Article 368 of the Turkish Commercial Code. Announcements related to reducing the capital or liquidation are published in accordance with the provisions of the Turkish Commercial Code. Any announcements to be made in accordance with the Capital Market Regulations shall be governed by such regulations. ARTICLE 41- TERMINATION AND LIQUIDATION The company is terminated and liquidated in accordance with the provisions of the Turkish Commercial Code and articles of association herein. ARTICLE 42- APPLICABLE LAW Any matters not covered in these Articles of Incorporation shall be governed by the provisions of the Turkish Commercial Code, Capital Market Law and other applicable regulations. ARTICLE 43- FOUNDERS AND SUBSCRIPTION FOR SHARE CAPITAL (In alphabetical order by companies or surnames)

8 ARTICLE 44- AMENDMENTS TO ARTICLES OF ASSOCIATION Any matters not covered in these Articles of Incorporation shall be governed by the provisions of the Turkish Commercial Code, Capital Market Law and other applicable regulations. ARTICLE 45- ISSUANCE OF BALANCE SHEET, PROFIT-LOSS STATEMENT AND REPORTS OF BOARD OF DIRECTORS AND AUDITOR, ANNOUNCEMENT AND SUBMISSION TO THE CAPITAL MARKETS BOARD The issuance of balance sheet, profit-loss statement and reports of board of directors and auditor and announcement of those which are compulsory to be announced and submission to the Capital Markets Board are governed by Article 16 of the Capital Markets Law. PROVISIONAL PROVISIONS PROVISIONAL ARTICLE 1 The Company shall send two each copies of Turkish Trade Registry Gazette in which this Articles of Association has been published to the Ministry of Industry and Commerce and Capital Markets Board. In case of printing of this Articles, one each copy shall be delivered to the shareholders and ten each copies shall be sent to the Ministry of Industry and Commerce and Capital Markets Board. PROVISIONAL ARTICLE 2 The following persons have been appointed as the first members of the Board of Directors to take office until the first ordinary meeting of the general assembly: 1. Dr Nejat F Eczacıbaşı, Tursih national (in representation of Eczacıbaşı Holding AŞ) 2. Ö Çetin Tokcan, Turkish National 3. Mehmet F Baler, Turkish National 4. Ferit Bülent Eczacıbaşı, Turkish National 5. Sezgin Bayraktar, Tursih national (in representation of Eczacıbaşı Yatırım Holding Ortaklığı A.Ş) PROVISIONAL ARTICLE 3 The Board of Directors and executive member are authorized to take any actions as covered by Articles of the Turkish Commercial Code provided that they obtain approval or consent at the first general assembly meeting. PROVISIONAL ARTICLE 4 The following persons have been appointed as the auditors to take office until the first ordinary meeting of the general assembly: 1. Esat Berksan, Turkish national residing at Arnavutköyü, Yalıboyu, No 142/5 Istanbul 2. Cengiz Kap, Turkish national residing at Arnavutköyü, Yalıboyu, No 142/5 Istanbul