ARTICLES OF ASSOCIATION
TİCARET VE SANAYİ İŞLETMELERİ T.A.Ş.
ARTICLES OF ASSOCIATION
FOUNDATION, TRADE NAME, FOUNDERS, OBJECT, HEAD OFFICE, TERM
ARTICLE 1: A joint stock company has been established between the founders whose names, surnames and residential addresses are given below under applicable laws and provisions of these articles of association.
ARTICLE 2: Trade name of the company is Bossa Ticaret ve Sanayi İşletmeleri Türk Anonim Şirketi. It is referred to as the “Company” in the following articles herein.
ARTICLE 3: Names in the alphabetical order, surnames and residential addresses of the founder of the company who have signed these articles of association are given below:
1 - Aysel Bosna Reşatbey Mah. 5 Ocak Cad. No:30 - Adana
2 - Eşrefe Bosna Reşatbey Mah. 5 Ocak Cad. No:30 - Adana
3 - Hacı Sabancı Atatürk Cad. No:210 - Adana
4 - İhsan Sabancı Atatürk Cad. No:210 - Adana
5 - Kemal Pekün Reşatbey Mah. Vali Konağı Cad. No:15 - Adana
6 - Mehmet Sabancı Çınarlı Mah. 2 Sokak No:203 - Adana
7 - Mesrure Pekün Reşatbey Mah. Vali Konağı Cad. No:15 - Adana
8 - Mustafa Fadıl Bosna Reşatbey Mah. 5 Ocak Cad. No:30 - Adana
9 - Ömer Sabancı Atatürk Cad. No:210 - Adana
10 - Sakıp Sabancı Atatürk Cad. No:210 - Adana
11 - Sinan Bosna Reşatbey Mah. 5 Ocak Cad. No:30 - Adana
(1) (BOSSA) is the symbol of the company and is formed of the first letters of the five words constituting the sentence (Birlik olarak sanayi sahasına atılalım).
ARTICLE 4: The object of the company, which means work program that the company considers to carry out within the limitations of time and opportunity is given below in summary:
OBJECT AND PROGRAM
A - INDUSTRIALISM
One of the main objects of the company is to utilize major crops grown at home either as finished or semifinished, and consequently, contribute to the efforts made to provide excess foreign exchange entry into the homeland or at least to prevent unnecessary foreign exchange exit. The industrial branches that the company will engage in to achieve this object – without any restrictions – are listed below:
I - TO FOUND AND OPERATE COTTON, YARN AND WEAVING INDUSTRY
a) To purchase and operate the Ginnery and Flour Mill situated on the (20.994)-meter land located at the bridgehead at Adana, Karşıyaka and registered at the land register under section 137, block 780 and parcels 2, 3 and 4 and known as (Salih Bosna Factory) together with all of its installations, accessories, extensions and machinery, and the (24.875)-square meter garden land registered at Cumhuriyet Mahallesi under section 129, block 792 and parcel 62,
b) To expand the existing gin installation in this factory and to establish and operate other installations when required,
c) To establish and operate a modern cotton press installation to press and hoop cotton,
d) To produce any kind of yarn similar to natural or synthetic cotton, wool, angora wool, silk, linen, jute etc.either produced at home or imported from foreign countries and to weave or knit any kind of clothes,fabrics, draperies and packaging materials etc. made of any kind yarn either produced in this way or imported from foreign countries, and to establish and operate yarn, weaving and knitting plants required for the same,
II - TO ESTABLISH AND OPERATE FLOUR AND GRINDING INDUSTRY
a) To produce all kind of flour, semolina and starch from any kind of grains, pulses and other materials that can be milled,
b) To produce pasta, noodle, nutritive-added flours, biscuits, hardtacks, breads and other similar foodstuff made of any kind of flour to be either produced by it or purchased from outside,
c) To produce any kind of powder or liquid pesticide for purposes of agriculture and especially for purposes of fighting against boll weevils and to make such pesticides imported easy to use, And to recover and operate the flour plant which was existing in the factory to be purchased but then burned and to make necessary additions to it in order to fulfill the aforementioned objects.
III - TO ESTABLISH AND OPERATE OIL AND SOAP INDUSTRY
a) To extract any kind of oil and paste from all kind of oily substances and seeds both grown at home or imported from foreign countries and to refine and hydrogenate them, and to establish a margarine plant,
b) To produce any kind of soap, either ordinary or luxury, and in solid, liquid or powder form,
c) To improve the value of the Oil and Soap Industry with all of its accessories and secondary materials, To establish and operate necessary machinery and installations to achieve this object.
IV - TO ESTABLISH AND OPERATE PADDY AND BULGUR INDUSTRY
a) To produce rice by cleaning out paddies,
b) To produce bulgur,
c) To improve the value of secondary materials originated from them, and to install and operate machinery and equipment to achieve this object.
V - TO ESTABLISH AND OPERATE JUICE AND FRAGRANCE INDUSTRY AND TO ENGAGE IN AGRICULTURAL ACTIVITIES
a) To grow and sell orange, lemon, mandarin, grapefruit, and other similar citrus fruits and other fruits and vegetables, and to extract and concentrate their juice,
b) To produce scents from citrus peels and eucalyptus and other similar tree leaves and other plants and flowers with odor, To establish and operate necessary plants required to achieve this object.
VI - TO ESTABLISH AND OPERATE CANNED FOOD INDUSTRY
a) To produce canned meat, fish, vegetables and fruits,
b) To prepare installations and other equipment to allow export of fresh meat, fish, vegetables and fruits, And to establish and operate necessary plants to achieve this object.
VII - TO ESTABLISH AND OPERATE OTHER INDUSTRIAL BUSINESSES
a) To establish and operate other industries to make any raw material, either grown at home or imported from foreign countries, finished or semi-finished goods,
b) To establish and operate necessary plants to produce spare parts and materials required for its own factory and machinery and other factories, and agricultural and industrial machinery, engines and equipment. o establish a production plant under an autoproducer license to meet its own electricity and thermal energy need in essence according to the Law No. 4628 on electricity market and other applicable regulations, to produce electricity and thermal energy, in case of any excess production, to sell such electricity and thermal
energy and/or capacity produced to other legal entities holding a license or free consumers under the said legislation, and to carry out activities related to obtain all equipment and fuel oil for electricity production plant provided that this is not for commercial purposes.
To carry out passenger and load transportation activities by sea, and to engage in ship maintenance, repair and construction activities for its own needs or for export purposes.To construct railway infrastructure for its own needs or to export to abroad, to carry out railway infrastructure business on such infrastructure, and to carry out railway train business on national railway infrastructure network.
Whether mentioned in the above articles or not, the company may engage in any economical activity unless legally forbidden, and carry out any industrial activity in factories that it will build, purchase or rent, either by itself through its private resources and means or in coordination or partnership with local or foreign persons, organizations or shareholding groups, mainly to utilize foreign capital at maximum.
While applying the aforementioned industrial ventures, the company can prefer the most useful ones and delay other with less benefits or which will take a long time or require too much capital allocation toconstruct.
The company can carry out industrial activities either on its own behalf or on others’ behalf being subject to charge and terms and conditions to be determined by the Board.
B - BUSINESS
Another main object of the company is to operate in all branches of business and to contribute to its neighborhood and homeland in this field. Business activities to be engaged in by the company are given below – without any restrictions -:
I- To carry out all trade and brokerage activities concerning import, export and domestic trade,
II- To carry out commercial representation, commercial deputation, correspondence and agency activities,
III- All kind of governmental, private, national or international public works and construction activities and all kind of contract works,
IV- All kind of mineral exploration and mining activities,
V- Land, sea, air transport and warehousing activities,
VI- Forest management in all aspects, and production, import or export of lumbers and other forest products,
VII- Production, import or export of raw materials necessary for its own industrial organization,
VIII- To provide insurance agency and insurance intermediary services with the capacity of unauthorized agency and in this way, to provide agency services to Turkish and foreign insurance companies located in Turkey,
And to lease and operate lands and farms in person or in partnership with others for this purpose.
These activities indicate operational subject and incorporation object of the company but operations of the company are not limited to them. The aforementioned activities include some outlines of the subject and the object, which means the partnership program, but do not limit them. In other words, the company has been established to provide benefit to its founders, neighborhood and homeland by carrying out financial, industrial, commercial, agricultural, economical, social, cultural and all other acts and activities, whether listed above or not, unless the Turkish Laws prohibit real or legal entities to do so.
As specified in the Industrialism section above, the company can carry out these activities in person or by establishing businesses or companies in one or more subject matter or by participating in or fully acquiring any previously-established organization or company in the same subject matter. The company can establish such organizations and companies within national boundaries as well as in foreign countries.If the company wishes to engage in any other business aforementioned and having the nature listed above, but such activities direct the partnership to completely distinct direction from its original subject and object, it shall be submitted to the General Assembly for approval upon request of the Board of Directors, and upon acceptance of respective resolution, application of such resolution requiring amendment to the articles of association shall be subject to permit by the Capital Market Board and the Ministry of Industry and Commerce.
Legal entity of the company can take action with the capacity of a lender or borrower and dispose of, rent, lease, purchase and sell any of its real property to fulfill any action constituting its subject.
ACHIEVEMENT OF THE COMPANY OBJECT
ARTICLE 5: To achieve its object, the company can:
a) Carry out any industrial and service industry investments and activities at home and abroad within the scope of its area of activity. For these activities, it can enter into short- and mid-term loans, obtain industrial credits and other similar credits, benefit from industrial incentive credits, benefit from exemptions and exceptions, obtain asset and guarantee credits, blank credits, single credits on bill and other similar credits, and take any related action.
b) Purchase, rent, rent out or sell any necessary property and real property, acquire any real and personal rights related to properties and real properties, including but not limited to lien, commercial pledge and mortgage, establish such rights in favor of other people, annotate, register, remove and cancel them in land register or other related registers or have them cancelled, have such kind of rights established and registered including lien, commercial pledge and mortgage for third parties provided that necessary remarks required by the Capital Market Board are provided and requirements set forth in the Capital Market Regulation are fulfilled, and take over or transfer mortgage from or to third parties. It can provide its properties or real properties as guarantee on behalf of any third party under any title and in any way whatsoever including lien, commercial pledge and mortgage by itself or under special circumstances provided that that necessary remarks required by the Capital Market Board are provided and requirements set forth in the Capital Market Regulation are fulfilled.
It can acquire or transfer any movable property and other rights, and any kind of machinery, equipment and tools, vehicles, and industrial property rights such as trademarks, patent, know-how and licenses related to its object and subject, and have them registered in respective registers when required, and have such registrations amended or cancelled. It can use or hold, or lease or rent out such goods and rights based on any real or personal right.
c) Without prejudice to provisions of the Capital Market Law Article 21/1:
It can cooperate with any existing or future local or foreign real or legal entities, accept them as a partner to the company and establish new companies or enter into new ventures at home and/or abroad with them, take over any local or foreign company or business partially or wholly, and participate in capital of such companies and businesses.
d) It can obtain and dispose of all securities and commercial papers provided that they do not have the nature of investment services and activities, and provide them as guarantee and take any legal action related to them.
e) It can get into secured or unsecured debts, and settlement, arbitration, waiver, acceptance or release.
f) It can acquire, rent or sell any vehicle and dispose of them in any legal way.
g) It can carry out any business activity related to its subject and provide any guarantee related to them including mortgages and liens.
h) It can join any union, organization and foundation related to its subject with the capacity of founder and/or member.
i) It can provide support, aid and donation to any foundation, union, educational institution, university and other people, bodies and organizations without hindering its own object and subject, provided that upper limit of such donations are set by the general assembly, no donation above such limit can be granted, such donations are added to distributable profit base and do not contradict with concealed gain regulations of the Capital Market Law, necessary special situation explanations are made, and donations granted within a year
are informed to shareholders in general meeting.
j) The company shall follow the requirements set forth in the Capital Market Regulations for establishment of any lien including guarantee, security or mortgage on behalf of itself or third parties.In case of any change in the object or the subject of the company, necessary permits are required to be obtained from the Ministry of Customs and Commerce and the Capital Market Board.
TERM OF THE COMPANY
ARTICLE 6: Term of the company is indefinite.
HEAD OFFICE AND BRANCHES
ARTICLE 7: Trade name to be used by the company to introduce and distinguish its businesses from similar businesses is (BOSSA) based on the rights granted by the Turkish Code of Commerce Article 53. Head office of the company is at Adana. Its address is Güzelevler Mahallesi Girne Bulvarı No:296 01310 Yüreğir – Adana. In case of any address change, new address shall be registered in the Trade Registry and announced in the Turkish Trade Registry Gazette and also notified to the Ministry of Customs and Commerce and the Capital Market Board. Any notification provided to such announced and registered address shall be deemed provided to the Company. In the event that the company does not have its new address registered although it has left its registered and announced address, it shall be considered a reason for termination.Trade Registration Number of the Company is 1327 at the Trade Registry Office of Adana.The company can open branches and establish agencies and representation offices at home and abroad upon
resolution of the Board of Directors according to the Turkish Code of Commerce Article 48 and with
notification to respective authorities.
ANNOUNCEMENTS OF THE COMPANY
ARTICLE 8: Announcements of the company required by law shall be published in the Turkish Trade Registry Gazette and website of the Company as well as the Public Disclosure Platform while announcements required to be published on the internet only are published on website of the Company. Announcements concerning call for General Meetings must be published at least three weeks prior excluding announcement and meeting days.
For announcements concerning reduction of issued capital, the Turkish Code of Commerce Article 474 shall apply while Articles 532 and 541 of the same law shall apply for announcements regarding termination and liquidation.
For announcements to be made as per the Capital Market Regulation, provisions of applicable regulations shall apply.
AMENDMENT TO THE ARTICLES OF ASSOCIATION
ARTICLE 9: Resolutions regarding any amendment to the articles of association shall be made as per provisions provided in the Turkish Code of Commerce, the Capital Market Regulations and the articles of association in a general meeting that will be called for according to provisions of the Law and the articles of association after obtaining permit from the Capital Market Board and the Ministry of Customs and Commerce.
For any amendment to the Articles of Association of the Company to be valid and enforceable, permit is required to be obtained from the Capital Market Board first and then the Ministry of Industry and Commerce and such amendment must be registered and announced.
ARTICLE 10: The company has adopted the Authorized Capital System as per provisions of the Law No.2499 and has switched to the said system upon permit of the Capital Market Board dated 06.04.1999 and numbered 32/362.Authorized Capital ceiling of the Company is TRY 135.000.000.- (One hundred and thirty five million Turkish Liras) and divided into 13.500.000.000 (Thirteen billion and five hundred million) shares with each share having a nominal value of 1 Kr. (One Kurus). Authorized capital ceiling permit given by the Capital Market Board is valid for (5 years) from 2011 to 2015. At the end of 2015, even if such permitted authorized capital ceiling is not reached, it is required to get authorization from the general assembly for a new time period being limited to 5 years by obtaining
permit from the Capital Market Board for such ceiling permitted previously or a new ceiling amount for the board of directors to resolve to increase the capital. In case such authorizations cannot be obtained, the Company shall be deemed left from the authorized capital system.
Fully paid capital of the company, i.e. “Issued Capital” is TRY 108.000.000 (One hundred and eight million Turkish Liras and divided into 10.800.000.000.- (Ten billion and eight hundred million) shares with each share having a nominal value of 1 Kr. (One Kurus) and being a bearer share.
Shares representing the capital shall be monitored and dematerialized under the principles of dematerialization. he Board of Directors is authorized to increase the issued capital by issuing new shares up to the authorized capital ceiling when deemed necessary as per provisions of the Capital Market Law. The Board of Directors can decide that value of such new shares issued is higher than nominal values.Share amounts corresponding to capital amount increased in cash shall be fully paid in cash.While increasing issued capital, new shares shall be issued in such amount of increase rate.Shareholders shall use their right of priority in proportion to such capital increase.
INCREASE AND DECREASE OF THE CAPITAL
ARTICLE 11: Capital of the company can be increased or decreased as per provisions of applicable regulations.
ISSUE OF VARIOUS SECURITIES AND ACQUISITION OR HOLDING OF ITS OWN SHARES AS PLEDGE BY THE COMPANY
ARTICLE 12: The company can issue any bill, commercial paper, profit/loss-sharing certificate and other securities and valuable papers to be accepted by the Capital Market Board as per provisions of the Turkish Code of Commerce, the Capital Market Law and other applicable regulations for purposes of selling to real or legal entities at home or abroad.
As per the Capital Market Board regulations, securities that can be issued upon resolution of the Board of Directors and are under this article shall be issued upon resolution of the Board of Directors.
The company can acquire its own shares with or without any consideration or hold in them as pledge upon resolution of the General Assembly and according to provisions of the Turkish Code of Commerce and the Capital Market Regulations.
If the Company’s Board of Directors decides that it is required to avoid a close and significant loss, it can acquire shares of the company without resolution of the General Assembly giving such authorization. In this case, information set forth in the law shall be provided in first General Meeting.
DIVIDEND RIGHT CERTIFICATES
ARTICLE 13: Cancelled.
BOARD OF DIRECTORS
ARTICLE 14: The Company shall be managed and represented by a Board of Directors consisting of minimum 5 members, who are either shareholders or not, including at least 2 independent members to be elected by the General Assembly as per provisions of the Turkish Code of Commerce and the Capital Market Law.
Member of the Board of Directors shall be elected for maximum three years. Members of the Board of Directors whose term of office has expired can be re-elected.
In case any membership becomes vacant for any reason, the Board of Directors shall elect a new member for such vacant place and submit it for approval in first General Meeting to be held. Such member shall remain in office for remaining term of his predecessor.
MEETINGS OF THE BOARD OF DIRECTORS
ARTICLE 15: Members of the Board of Directors shall elect a Chairman and a Deputy Chairman to deputize such Chairman when he is not present amongst themselves.Meeting days and agenda shall be determined by chairman or deputy chairman. The Board of Directors shall gather when required by partnership’s operations upon call by chairman or his deputy. Meeting day can also be determined by resolution of the Board of Directors. If chairman or his deputy does not call the Board of Directors for a meeting upon written request of one of the members, members shall also be entitled to call for such meeting ex officio.
If any member does not make any meeting request, resolutions of the board of directors can also be taken by obtaining written approval from at least majority of total member number for written proposal made by one board member to all members on any specific issue as per Article 390 (4) of the Turkish Code of Commerce. For any resolution to be taken in such way to be valid, same proposal must have been made to all board members.
The Board of Directors shall gather by majority of total member number make its resolutions by majority of members present. This rule shall also apply for Board meetings held in electronic environment.
MANAGING DIRECTOR AND MEMBER IN CHARGE
ARTICLE 16: The Board of Directors can give its representative authority to managing directors and/or members in charge who are a member to the Board of Directors and/or managers who are not a member to the board of directors as per Article 370 (2) of the Turkish Code of Commerce. Wage to be given to them shall be determined by the Board of Directors.
LIMITATION OF THE RIGHT TO MANAGE AND THE REPRESENTATIVE
ARTICLE 17: The Company shall be managed and represented by the Board of Directors.The board of directors is authorized to assign its managing powers and responsibilities to one or more board member or any third party partially or wholly. In this case, it shall issue a directive as per article 367/1 of the Turkish Code of Commerce.
Upon resolution to be made by the Board of Directors, the authority to represent the company can be assigned to one board member or one or more managing director or any third party as a manager with a single signature. At least one board member must have the representative authority. Any assignment of such representative authority shall not be valid unless a notarized copy of the resolution showing persons with the representative authority and terms of representation is not registered in trade registry and announced.
Limitation of the representative authority does not inure against bona fide third parties, but limitations registered and announced concerning allocation of such representative authority to the head office or one branch only or joint use of it shall be valid. Provisions of the Turkish Code of Commerce Articles 371, 374 and 375 are reserved.
The Board of Directors is authorized to take any ordinary or extraordinary act and action by itself on behalf of the company to achieve the object and the operational subject of the company or can appoint commercial representatives or agents for such purpose and dismiss them when required. The Board of Directors can also decide to purchase all or some part of shares of another company and establish permanent business partnership with other companies, open branches, agencies, representative offices, offices and correspondent offices to achieve the object and the operational subject of the company, and make any other decision related to all acts and actions required to be taken including but not limited to acquiring and building real properties on behalf of the company, acquiring various securities, acquiring, transferring and assigning such real properties and securities and valuable papers acquired and other rights subject to ownership, or limiting any real right or disposing of them in any other way or obtaining any real or personal guarantee and providing guarantee on behalf of the company, except for those left to the authority of the General Assembly by the Turkish Code of Commerce and these Articles of Association.
The Board of Directors is authorized to enter in secured or unsecured debts in favor of the company, lend money, represent the company before administrative or legal authorities, and to carry out settlement, arbitration, waiver, acceptance and release activities.
ATTENDANCE FEE AND WAGE OF MEMBERS
ARTICLE 18: Members of the Board of Directors can be paid attendance fee, wage, bonus, premium and dividend from annual profit upon resolution of the General Assembly.
APPOINTMENT OF MANAGER
ARTICLE 19: The Board of Directors can appoint a Manager or Managers for a time period exceeding its own term if deemed necessary for execution of operations of the Company as per provisions of the Turkish Code of Commerce.
FORM OF SIGNATURE OF THOSE WITH THE REPRESENTATIVE
ARTICLE 20: The Company shall be managed and represented by the Board of Directors. For documents to be given and agreements to be issued by the company to be valid, they must bear signatures of two persons authorized to put signature on behalf of the company, with such signatures being put under official trade name of the company. Those authorized to sign and their grades shall be determined, registered and announced by a resolution of the Board of Directors.
PROVISIONS ON THE BOARD OF DIRECTORS
ARTICLE 21: For any issue which is not stipulated herein, and concerning rights, liabilities and responsibilities of members of the Board of Directors, withdrawal or death of members or other situations providing them to perform their duties, and other issues related to Chairman and members of the Board of Directors, provisions of the Turkish Code of Commerce and the Capital Market Law shall apply.
AUDIT - AUDITOR
ARTICLE 22: The Company shall be audited by an auditor elected each year by the General Assembly among institutions with the qualifications provided in the Turkish Code of Commerce and the Capital Market Regulations.
Such auditor shall be announced in the Turkish Trade Registry Gazette and website. Such auditor shall be dismissed according to provisions of the Turkish Code of Commerce. Provisions of Article 399 (2) of the Turkish Code of Commerce are reserved.
FEE TO BE PAID TO AUDITORS
ARTICLE 23: Fee to be paid to auditors shall be determined by an agreement to be made with respective auditor each year.
ARTICLE 24: For supervision of the Company and other issues as provided in the Turkish Code of Commerce, the Capital Market Regulations and other applicable legislation, related provisions of the Turkish Code of Commerce and the Capital Market Regulations shall apply.
GENERAL PROVISIONS AND MEETING PLACE
ARTICLE 25: The General Assembly of the Company shall gather according to provisions of these Articles of Association and the Turkish Code of Commerce and represent all shareholders. Resolutions made in a General Meeting shall be binding on all shareholders including opponents and those who are not present.
The General Assembly can gather either ordinarily or extraordinarily. Ordinary general meeting shall be held within three months following the end of activity period of the Company and at least once a year.Shareholders shall discuss and conclude issues set forth in Article 409 of the Turkish Code of Commerce in ordinary general meetings. Extraordinary general meetings shall be held when required by operations of the company. Provisions of the Capital Market Law Article 29/4 are reserved.
General Meetings can be held at the registered address of the company, or if deemed appropriate by the Board of Directors, at another place within the city where the head office of the company is located, or if deemed appropriate by the Board of Directors, within the boundaries of İstanbul.
NOTIFICATION OF MEETINGS TO RESPECTIVE AUTHORITIES AND
ATTENDANCE OF MINISTRY REPRESENTATIVE
ARTICLE 26: Both ordinary and extraordinary general meetings shall be notified to respective authorities. A copy of agenda and other related information is required to be sent to respective authorities.A ministry representative must be present in all meetings.
Any resolution to be made in a meeting without presence of such representative shall be void.
RIGHT TO VOTE
ARTICLE 27: Shareholders shall use their right to vote in General Meetings in proportion to total nominal value of their shares as per Article 434 of the Turkish Code of Commerce.
ANNOUNCEMENT OF BOARD AND AUDITOR REPORTS AND ANNUAL
BALANCE SHEETS AND PROFIT/LOSS STATEMENTS
ARTICLE 28: Financial statements and reports required to be issued by related provisions of the Turkish Code of Commerce and by the Capital Market Board shall be announced to public according to principles and procedures specified by the Board as well as independent audit reports if the company is subject to independent audit.
ARTICLE 29: General Meetings shall be chaired by the Board Chairman. In case of absence of Chairman, his deputy shall chair them and in case of absence of the both, person to chair the General Meeting shall be elected by the Board of Directors.
Such Chairman shall form the Chairmanship by appointing a clerk, and if deemed necessary, a vote collector.
METHOD OF VOTING
ARTICLE 30: In General Meetings, votes shall be casted openly and by show of hands and/or by participation in electronic environment. However, upon request of shareholders who are present and holding one tenth of the capital they represent, votes have to be casted in writing or by secret ballot.Those who have the right to attend to general meetings of the company can also attend to such meetings in electronic environment as per Article 1527 of the Turkish Code of Commerce. The company can either establish an electronic general meeting system that allows shareholders to attend to general meetings, express their opinions, make proposals and cast votes in electronic environment or buy service from systems that are established for this purpose as per provisions of the “Regulation on General Meetings to be held in Electronic Environment in Joint-Stock Companies”. As per this provision of the articles of association, in all general meetings to be held, shareholders or their representatives shall be ensured to use their rights provided in the said Regulation via such system established.
ARTICLE 31: In all general meetings of the Company, meeting and resolution quorums shall be absolute majority of the capital, save for specifically aggravated quorums as provided in the Turkish Code of Commerce and regulations of the Capital Market Board.
ARTICLE 32: Activity period of the Company shall begin on the first day of January and end on the last day of December.
The Board of Directors can replace the activity period with a more appropriate date by obtaining permission from competent authorities as per provisions of applicable regulations.
DISTRIBUTION OF NET PROFIT
ARTICLE 33: The company shall observe regulations on distribution of profit as set forth in the Turkish Code of Commerce and the capital Market Regulations.
Period profit shown in annual balance sheet and remaining after deduction of overhead expenses of the company and other amounts required to be paid or reserved by the company such as various depreciations as well as taxes required to be paid by the legal entity of the company from incomes determined at the end of any activity period of the company shall be distributed in the following order after deduction of accumulated losses if any:
General Legal Reserve:
a) General legal reserve shall be reserved at 5% as per provisions of the Turkish Code of Commerce Article 519.
b) First dividend shall be reserved from remaining amount, such amount to be obtained by addition of any donations made within respective year if any, at such ratio and amount as specified by the general assembly as per provisions of the Turkish Code of Commerce and the Capital Market Regulations.
c) Following the aforementioned deductions, the General Assembly shall have the right to decide to distribute dividend to board members as well as officers, personnel and workers, foundations established for various purposes and other people and organizations of a similar nature.
d) Following deduction of such amounts specified in clauses (a), (b) and (c) from net period profit, the General Assembly shall be authorized to distribute remaining amount as second dividend wholly or partially or reserve it as voluntary legal reserve as per Article 521 of the Turkish Code of Commerce.
General Legal Reserve:
e) One tenth of such amount obtained after deduction of 5% dividend from such amount decided to be distributed to shareholders and other people participating in profit shall be added to general legal reserve as per Article 519 (2) of the Turkish Code of Commerce.
It cannot be decided to make any other reserve, transfer profit to next year or distribute dividend to board members as well as officers, personnel and workers, and foundations established for various purposes and other similar persons and/or organizations unless reserves required to be reserved by law are not reserved or dividend specified in the articles of association for shareholders is not distributed in cash and/or as share certificate.
Advance dividend can be distributed to shareholders within the framework of regulations in Article 20 of the Capital Market Law.Dividend shall be distributed equally to all shares existing as of date of such distribution regardless of their date of issue or acquisition.
A resolution made by the general assembly regarding distribution of dividend as per provisions of these articles of association may not be revoked.
ANNUAL DIVIDEND DISTRIBUTION TIME
ARTICLE 34: The General Assembly shall decide when and how annual dividend shall be distributed to shareholders upon request of the Board of Directors, considering the Capital Market Law and communiqués of the Capital Market Board.
TERMINATION AND LIQUIDATION
ARTICLE 35: The Company shall terminate upon occurrence of any reason stipulated in the Turkish Code of Commerce.
ARTICLE 36: In case of termination or dissolution for any reason other than bankruptcy, liquidation shall be performed by liquidators to be elected by the General Assembly.Liquidation shall tale place according to respective provisions of the Turkish Code of Commerce.
COMPETENT AUTHORITY IN CASE OF ANY DISPUTE
ARTICLE 37: For any dispute that may arise between the company and shareholders during operation or liquidation of the company, courts and execution offices of such place where the head office of the company is located shall be the competent authority. In case of occurrence of such disputes, shareholders applying to court have to present a residential address at such location where the company is situated and to where legal notification can be provided.
ARTICLE 38: For any issue which is not mentioned herein, provisions of the Turkish Code of Commerce, the Capital Market Law and other applicable regulations shall apply.
Any provision of these Articles of Association which is in contradiction with the Turkish Code of Commerce, the Capital Market Law and regulations of the Capital Market shall not be applicable.
Organization of (Bossa Ticaret ve Sanayi İşletmeleri Türk Anonim Ortaklığı) of which establishment is permitted by the resolution dated 14.02.1951 and numbered 12533/3 given by the Council of Ministers has been approved by the decree dated 17.03.1951 and numbered 3/951 of the Commercial Court of First Instance of Adana, and the Company has been registered in the Chamber of Commerce and Industry of Adana on 24.03.1951 under trade registration number 1327 and its articles of association have been announced in the issue dated 25.03.1951 and numbered 7 of the newspaper called “Vatandaş” published in Adana.
ARTICLE 39: The Corporate Governance Principles required to be applied by the Capital Market Board shall be followed. Any action or board resolution taken without following such obligatory principles shall be invalid and deemed contrary to the articles of association.
For any action deemed important for application of the Corporate Governance Principles and for any kind of related party transactions of the company and transactions related to providing guarantee, lien or mortgage in favor of third parties, arrangements of the Capital Market Board on corporate governance shall be followed.
Number and qualifications of independent members to take office in the Board of Directors shall be determined as per regulations of the Capital Market Board on Corporate Governance.