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 ------------------------------------------------------------------------------------------------------------- 1- 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 6361. 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.
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.
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 34394 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.
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 2758. Registered capital stock of the company is 100.000.000-TL (Onehundredmillion-TL) and this capital each 10-KR in nominal value is divided into 1.000.000.000 shares. While nominal value of shares were 100.000,-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 2009-2013 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 2009-2013, 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 30.000.000,00-TL (Thirtymillion-TL) wholly consisting of cash accounting for 300.000.000,000 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 30.000.000,00-TL(Thirtymillion-TL) that are fully paid, are created as 153.000.000,00 A group and 147.000.000,00 B group. Proportions of 15.300.000,00-TL(Fifteenmillionandthreehundredthousand-TL) representing A group shares, 14.700.000,00-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 51.0 153.000.000,00 15.300.000,00 B Registered 34.0 102.000.000,00 10.200.000,00 Proportion Offered to Public B Registered 15,00 45.000.000,004.500.000,00 TOTAL % 100.00 300.000.000,00 30.000.000,00 Board of Directors are authorised to limit the right of shareholders to acquire new shares in case of capital share increase.
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.
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. 6102 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. 6102 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
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:
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.
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..
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.
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.