Articles of Association
ARTICLE 1
A Joint Stock Company has been established by the founder whose name, surname, title, place of residence and nationality are given below.
Sequence No: 1
Name and Surname of the Founder: AYDEM YENIBIL ENERGY JOINT STOCK COMPANY
Address: ADALET MAHALLESİ HASAN GÖNÜLLÜ BLV. NO: 15/1
MERKEZEFENDİ/DENİZLİ
Nationality: Türkiye
Identification number: ***********
ARTICLE 2
The trade name of the company is "ÇATES ELEKTRİK ÜRETİM ANONİM ŞİRKETİ".
ARTICLE 3
The company's objectives and activities include the establishment, operation, commissioning, rental of all kinds of electrical energy production facilities, the production of electrical energy, the conversion of all kinds of energy sources into electrical energy, provided that a license is obtained from the Energy Market Regulatory Authority when necessary, and/or the production of electrical energy produced and/or It engages in the sale of its or its capacity to customers and providing engineering services in accordance with the legislation in force. In order to achieve this goal, the Company will operate on the following issues in accordance with the Turkish Commercial Code, capital markets legislation, relevant legislation on the electricity market and other relevant legislation:
1) To establish, commission, take over, rent, operate, lease all kinds of facilities for the purpose of producing electrical energy, and to provide engineering, consultancy, survey, planning, project and feasibility services related to these facilities,
2) To sign sales and operating rights transfer agreements to take over the facilities that have been completed or to be completed, to operate the facilities taken over, to make or have them made the necessary rehabilitation and additional investments,
3) To sell the generated electrical energy and/or capacity within the framework of the relevant legislation,
4) Without prejudice to the provisions of the Capital Markets Law regarding the transfer of disguised profits, to enter into participation relationships with established or to be established electrical energy production companies. On the other hand, in order to realize the issues related to its purpose and subject, the Company may operate mainly in the following matters, provided that they are limited to the purpose and subject:
a) Opening agencies, representative offices, branches and engaging in marketing activities in relation to its fields of activity,
b) Renting, purchasing and selling machinery and equipment from domestic and abroad in relation to its fields of activity,
c) To obtain long, medium and short-term loans and all kinds of loans with or without collateral from local or foreign companies and banks for one's own needs and to obtain financing, to make loan agreements, to prepare the necessary contracts and bills of exchange as the principal debtor, drawer, broker, to sign as joint debtor, joint guarantor or other persons, to create, accept and endorse all kinds of cheques, drafts and promissory notes,
d) To make agreements with local and/or foreign companies regarding their fields of activity, to participate in domestic and international tenders and to make commitments,
e) To ensure the management and technical organization of existing or to-be-established companies in which it participates or participates as a founder,
f) Without prejudice to the provisions of the Capital Markets Law regarding the transfer of disguised profits, to establish domestic and foreign sole proprietorship companies, capital companies, ordinary companies and real persons, foreign capital companies, ordinary partnerships and business partnerships related to the field of activity, and to participate in established partnerships,
g) To purchase all securities and other capital market instruments, such as shares and other share-like securities, debt instruments, dividend shares, issued or to be issued by legal entities subject to private and public law, provided that they do not qualify as investment services and activities regulated by the capital markets legislation, To sell, transfer, provide them as collateral within the limitations of the legislation and in accordance with the procedures, to establish usufruct rights over them or to benefit from their usufruct or to make other legal dispositions regarding them,
h) To make industrial and commercial investments within its fields of activity,
i) To acquire, transfer and relinquish trademark, patent, know-how, patent, utility model, trademark, industrial design, trade name, model, picture, loincloth, goodwill and other industrial property rights related to its purpose, and to make license agreements on these, to carry out research and development studies within the scope of this purpose,
j) If it is deemed beneficial to carry out works other than those mentioned above, if the proposal of the board of directors is approved by the general assembly, T.R. Obtaining the necessary permissions from the Ministry of Commerce, Capital Markets Board and other relevant authorities and carrying out such commercial activities with the approval of the Energy Market Regulatory Authority,
k) To acquire, rent, lease, sell, transfer and assign all kinds of movable and immovable properties in order to realize its purpose and subject, to register, annotate and terminate the rights regarding movable and immovables before all kinds of authorities, including registry and title deeds. to make; To make all kinds of savings on movable and immovable assets; All kinds of guarantees and all kinds of real and personal rights on all kinds of movable and immovable assets, including movable pledges, movable pledges in commercial transactions, mortgages and other guarantees to be established in accordance with the Law on Movable Pledges in Commercial Transactions No. 6750 and the Turkish Civil Code No. 4721. To make any kind of disposition, including establishing, to allocate or transfer the assets in question to others; Provided that it complies with the principles determined within the framework of the Capital Markets legislation, to obtain all kinds of in-kind or personal guarantees, sureties and guarantees, including those specified within the scope of this paragraph, on all kinds of movable and immovable assets of third parties, both in favor of itself and third parties; to give all kinds of guarantees and guarantees; To provide all kinds of guarantees for the debts of real and legal persons of which it is a partner or who are its partners,
l) To engage in research, development, exploration and extraction activities related to all kinds of energy resources, including but not limited to wind, hydroelectricity, solar energy, geothermal, methane gas, biomass, landfill gas, tidal and other energy resources to produce electricity; to make sourcing agreements regarding these resources; Establishing, operating, taking over and purchasing all kinds of facilities based on and not limited to these resources,
m) To apply for and license all kinds of mining licenses (mine, coal, marble, lakewater, geothermal, sand pit) within the scope of the Mining Law No. 3213 and the Special Administration Law, to take over all kinds of licenses, to rent them, to obtain a royalty and, when necessary, to operate, also to establish all kinds of quarries and enterprises related to mining, to become a partner of the established ones, to take over, to purchase and to carry out their contracting works and to have them carried out, provided that the provisions of the Capital Markets Law regarding the transfer of disguised profits are reserved, Participating in all kinds of license tenders, opening, operating, renting and renting a coal mine, extracting and manufacturing all kinds of coal, buying, selling, importing and exporting, making all kinds of commitments, all kinds of machinery and equipment related to coal mine operation and coal mining. manufacturing, buying and selling machinery, importing and exporting, operating a mine by making royalty agreements, taking over or transferring all kinds of mine licenses,
n) To undertake and carry out all kinds of official and private construction within the country and abroad, to plan, project, consultancy and supervision services of all kinds of buildings, to enter into tenders by preparing tender documents and specifications,
o) To manufacture, sell, export and import machinery related to its field and to prepare all kinds of mechanical projects related to these, to provide consultancy and control services,
p) If it is deemed beneficial to carry out works other than those specified in the above articles, to carry out such commercial activities with the necessary permission and approval from the relevant authority, if the proposal of the board of directors is approved by the general assembly,
q) To buy back its own shares, provided that it acts in accordance with the capital markets legislation and other relevant legislation and makes the necessary special situation disclosures,
r) Universities, educational institutions, foundations, public benefit associations and such institutions, in a way that does not disrupt their own purpose and subject, provided that it does not violate the disguised profit transfer and other regulations of the capital markets legislation, the necessary special situation disclosures are made and the donations made during the year are presented to the information of the partners at the general assembly. To make all kinds of donations and aid to all kinds of persons, institutions and organizations, including qualified persons or institutions. The annual upper limit of donations to be made is determined by the general assembly, donations exceeding this limit cannot be made in the same year and donations made are added to the distributable profit base. Regarding the donation amount, the mandatory limits determined by the Capital Markets Board shall be complied with. The principles determined within the framework of the capital markets legislation are complied with when the company gives guarantees, guarantees, guarantees or establishes liens, including mortgages, on its own behalf and in favor of third parties.
In case of a change in the purpose and subject of the company, T.R. Necessary permissions must be obtained from the Ministry of Commerce and the Capital Markets Board. If the matters contained in this article differ from the future regulations to be made by the Capital Markets Board, the regulations to be made by the Capital Markets Board shall be complied with.
Within the scope of this article, mandatory disclosures will be made in accordance with the regulations of the Capital Markets Board regarding public disclosure in order to ensure that investors are informed in accordance with the capital markets legislation in transactions that may affect the investment decisions of investors in terms of the works, transactions and activities carried out by the Company.
ARTICLE 4
The head office address of the company is Şahinler Mahallesi Şahinler (Küme Evler) Yatağan Termik San. Sit. No: 259/1 Yatağan/Muğla. In case of a change of address, the new address is registered in the trade registry and announced in the Turkish Trade Registry Gazette, and also the T.R. It is notified to the Ministry of Commerce and the Capital Markets Board. Notification made to the registered and announced address is deemed to have been made to the Company. For the Company that has left its registered and announced address but has not registered its new address in due time, this situation is considered a reason for termination. The company, by the decision of the board of directors, complies with the provisions of the Turkish Commercial Code and other relevant legislation and complies with the regulations of the Republic of Turkey. It may open branches and representative offices at home and abroad, provided that it informs the Ministry of Commerce, the Capital Markets Board and the Energy Market Regulatory Authority, and duly registers and announces them.
ARTICLE 5
The company is established for an indefinite period.
ARTICLE 6
The company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law No. 6362 and has switched to the registered capital system with the permission of the Capital Markets Board dated 17/05/2023 and numbered 27/620.
The registered capital ceiling of the company is 300,000,000.00 (three hundred million) Turkish Lira (TL), and this capital is divided into 300,000,000 (three hundred million) registered shares, each with a nominal value of 1.00 (one) TL. The registered capital ceiling permission granted by the Capital Markets Board is valid for the years 2023-2027 (5 years). Even if the permitted registered capital ceiling is not reached at the end of 2027, in order for the board of directors to decide on a capital increase after 2027; For the previously allowed ceiling or a new ceiling amount, it is mandatory to obtain authorization from the general assembly for a new period not to exceed five years, by obtaining permission from the Capital Markets Board. If the said authorization is not obtained, capital increase cannot be made by the decision of the board of directors.The issued capital of the company is 165,200,000.00 (one hundred and sixty five million two hundred thousand) TL. All of this capital has been paid in cash and in full, free from collusion. The company's issued capital of 165,200,000.00 TL consists of 84,243,000 (eighty-four million two hundred and forty-three thousand) Group A registered shares, each with a nominal value of 1.00 (one) TL, and 80,957,000 (80,957,000 (eighty-four million two hundred and forty-three thousand) registered shares, each with a nominal value of 1,00 (one) TL. eighty million nine hundred and fifty seven thousand) Group B registered shares. Shares representing the issued capital are monitored on a dematerialized basis within the framework of dematerialization principles. Between 2023 and 2027 (until the end of 2027), the board of directors will increase the issued capital by issuing new shares up to the registered capital ceiling, restrict the rights of privileged shareholders and limit the right of shareholders to purchase new shares, whenever it deems necessary in accordance with the provisions of the Capital Markets Law. It is authorized to take decisions on the issuance of privileged or premium shares or shares below their nominal value. The authority to restrict the rights to purchase new shares cannot be used in a way that would cause inequality among shareholders.
ARTICLE 7
The company's capital may be increased or decreased when necessary, within the framework of the Turkish Commercial Code and capital markets legislation.
In case of bonus capital increases, bonus shares issued are distributed to the existing shares on the date of the increase.
In capital increases, unless otherwise agreed, Group A shares will be issued in exchange for Group A shares, and Group B shares will be issued in return for Group B shares.
In the first public offering of the company's shares, the board of directors is authorized to exclude all shares to be issued within the scope of the capital increase from Group B by restricting the rights of all existing shareholders to purchase new shares and to offer all of these shares to the public.
ARTICLE 8
The affairs and administration of the company are carried out by a board of directors consisting of at least five and at most nine members to be elected by the general assembly in accordance with the provisions of the Turkish Commercial Code and Capital Markets Law, meeting the conditions specified in the Turkish Commercial Code and capital markets legislation. It is not mandatory for board members to be shareholders. Legal entities can be elected to the board of directors. If a legal entity is elected as a member of the board of directors, only one real person, determined by the legal entity, is registered and announced together with the legal entity, on behalf of the legal entity; Additionally, it is announced on the company's website that the registration and announcement has been made. Only this registered person can attend meetings and vote on behalf of the legal entity.
Provided that the capital represented by Group A shares continues to represent at least 30% of the Company's issued capital, two members if the board of directors consists of five members, three members if it consists of six or seven members, four members if it consists of eight or nine members. will be elected among the candidates nominated by the shareholders holding the majority of the capital represented by Group A shares. The members of the board of directors to be elected among the candidates nominated by the shareholders holding the majority of the capital represented by the Group A shares in question will be members other than the independent members specified in the corporate governance principles of the Capital Markets Board.If the capital represented by Group A shares does not continue to represent at least 30% of the issued capital of the Company, the above-mentioned privilege of nominating candidates to the board of directors will automatically cease to be valid from the moment of the legal action that causes the situation in question, without being revived later. In addition, at the first general assembly meeting to be held upon the realization of this situation, this articles of association will be amended and the share groups and references to share groups will be removed.
A sufficient number of independent board members are elected by the general assembly to the board of directors within the framework of the principles regarding the independence of board members specified in the corporate governance principles of the Capital Markets Board. Independent members are required to meet the conditions set out in the Capital Markets Board's regulations on corporate governance.
ARTICLE 9
Board members can be elected for a maximum of three years. Board members whose term of office has expired can be re-elected.
Regarding the term of office of the independent board members, the Capital Markets Board's regulations regarding corporate governance and the provisions of this articles of association shall be complied with.
If the general assembly deems it necessary, it can dismiss the members of the board of directors at any time.
If one of the memberships becomes vacant for any reason or an independent member of the board of directors loses his independence, an appointment is made in accordance with the provisions of the Turkish Commercial Code and capital markets legislation and is submitted to the approval of the next general assembly. The member whose election is approved by the general assembly completes the remaining term of office of the member he/she was elected to replace. In case of a vacant membership, instead of the member of the board of directors nominated and elected by the shareholders holding the majority of the capital represented by the group A shares, the candidate jointly proposed by all of the remaining members of the board of directors elected by the nomination of the shareholders holding the majority of the capital represented by the group A shares. is appointed with the approval of the board of directors. The board of directors may conclude contracts and other transactions that exceed its term of office.
ARTICLE 10
The provisions of the Turkish Commercial Code and capital markets legislation apply regarding meeting and decision quorums at board of directors meetings.
Pursuant to the provisions of the Turkish Commercial Code, if none of the members of the board of directors requests to hold a meeting and provided that the written approval of a sufficient number of board members as stipulated in the Turkish Commercial Code, capital markets legislation and these articles of association is obtained, the proposal made by one of the board members in the form of a decision on a specific issue is obtained from the management. The board can make decisions.
Those who have the right to attend the company's board of directors meetings can also attend these meetings electronically in accordance with Article 1527 of the Turkish Commercial Code. In accordance with the provisions of the Communiqué on Assemblies to be Held Electronically in Commercial Companies Other than the General Assemblies of Joint-Stock Companies, the Company may establish an Electronic Meeting System that will allow beneficiaries to attend and vote in these meetings electronically, or may purchase services from systems created for this purpose. In the meetings to be held, it is ensured that the rights holders can exercise their rights specified in the relevant legislation, within the framework specified in the provisions of the Communiqué on Assemblies to be Held Electronically in Commercial Companies Except for the General Assemblies of Joint Stock Companies, through the system established in accordance with this provision of the company agreement or through the system from which support services will be received.
ARTICLE 11
The management and external representation of the company belongs to the board of directors.
The board of directors performs the duties assigned to it in accordance with the Turkish Commercial Code, the Capital Markets Law, other relevant legislation and these articles of association.
In order for all kinds of documents and contracts to be drawn up on behalf of the Company and put the Company under commitment to be valid, they must bear the signatures of the persons who have been given the authority to represent and bind, under the name of the Company, in accordance with Article 373 of the Turkish Commercial Code, by the decision of the board of directors. The board of directors is authorized to determine the persons authorized to sign in favor of the Company and the limits of their signature authority. Pursuant to Article 370/2 of the Turkish Commercial Code, without prejudice to its legally non-transferable duties and powers, the Board of Directors shall, upon the decision it takes, delegate the representative authority of the Company to one of the members of the board of directors or one or more executive members or As a manager, he may transfer it to third parties. At least one board member must have representation authority. The transfer of representation authority will not be valid unless the decision indicating the persons authorized to represent and their representation methods is registered and announced in the trade registry. Limitation of the power of representation shall not be valid against bona fide third parties; However, registered and announced restrictions regarding the use of representation authority only for the affairs of the head office or a branch or jointly are valid. The provisions of Articles 371, 374 and 375 of the Turkish Commercial Code are reserved.The board of directors is authorized to delegate its management powers and responsibilities, partially or completely, to one or more board members or a third party, in accordance with an internal directive to be issued within the framework of Article 367 of the Turkish Commercial Code. The powers of third parties to whom management authority is delegated in this way are valid after the completion of the term of office of the board of directors, until the authority is transferred on the same subject by the new board of directors.
ARTICLE 12
In accordance with Article 394 of the Turkish Commercial Code, members of the board of directors may be paid attendance fees, wages, bonuses, premiums and a share of annual profits, provided that they are determined by the decision of the general assembly.
The provisions of the Capital Markets Law and relevant legislation regarding the remuneration of independent board members are reserved.
ARTICLE 13
The board of directors is authorized to take decisions on all kinds of works and transactions required within the scope of the Company's objectives and activities, except for those left to the authority of the general assembly in accordance with the Turkish Commercial Code and these articles of association.
Relevant legislative provisions apply to the formation, areas of duty and working principles of the committees that the board of directors is obliged to establish within the scope of the Capital Markets Law, the regulations of the Capital Markets Board regarding corporate governance, the Turkish Commercial Code and relevant legislation, and their relations with the board of directors. In order to ensure that the duties and responsibilities of the board of directors are fulfilled in a healthy manner, other committees that are required to be established by law or deemed appropriate to be established by the board of directors are established within the board of directors, including the Early Detection of Risk Committee, Audit Committee, Corporate Governance Committee, Nomination Committee and Remuneration Committee. However, if a separate Nomination Committee and Remuneration Committee cannot be established due to the structure of the board of directors, the Corporate Governance Committee fulfills the duties of these committees. The establishment of the committees, their areas of duty, working principles and the members they will consist of are determined by the board of directors and disclosed to the public in accordance with the Turkish Commercial Code, the Capital Markets Law, the Capital Markets Board's regulations on corporate governance and other relevant legislation. All members of the Audit Committee and the chairmen of other committees must be elected among the independent board members.
ARTICLE 14
Regarding the audit of the company and other matters stipulated in the legislation, the provisions of the Turkish Commercial Code, Capital Markets Law and relevant legislation will be applied.
ARTICLE 15
The company's general assembly meets as ordinary and extraordinary. The following principles apply in these general assembly meetings:
a. Invitation Form: Notifications regarding general assembly meetings are made within the framework of the Turkish Commercial Code and capital markets legislation. Announcement of the general assembly meeting is made at least three weeks before the date of the general assembly meeting, excluding the announcement and meeting days, by using all means of communication, including electronic communication, in addition to the procedures stipulated in the legislation. The announcement in question is published on the Company's website, the Public Disclosure Platform and other places determined by the Capital Markets Board and the Turkish Trade Registry Gazette. On the company's website, along with the announcement of the general assembly meeting, the notifications and statements that the Company must make in accordance with the legislation, as well as the issues determined by the corporate governance regulations of the Capital Markets Board, are announced to the shareholders in a conspicuous manner.
b. Meeting Time: Ordinary general assembly meetings are held within three months from the end of the relevant accounting period of the Company and at least once a year. Extraordinary general assemblies are held whenever and wherever required by the Company's business.
c. Meeting Place: General assembly meetings can be held at the headquarters of the Company or at a convenient location in the city where the headquarters is located, or only in any of the provinces of Denizli, Muğla, Istanbul or Izmir, in line with the decision of the Company's board of directors.
D. Voting and Proxy Appointment: Each share has one voting right. While voting, the provisions of the Turkish Commercial Code, Capital Markets Law and other relevant legislation are complied with. Shareholders may have themselves represented at general assembly meetings by other shareholders or by a proxy appointed from outside. Proxies who are shareholders in the company are authorized to cast the votes of the shareholders they represent, in addition to their own votes. The regulations of the Capital Markets Board regarding proxy voting are complied with. Shares are an indivisible whole towards the Company. If there is more than one owner of a share, they can only exercise their rights against the Company through a jointly appointed proxy. If they do not appoint a joint attorney, notifications made by the Company to one of them will be valid for all of them.
to. Conducting Negotiations and Decision Quorum: At company general assembly meetings, the agenda determined within the framework of the Turkish Commercial Code and capital markets legislation is negotiated and necessary decisions are taken. Subject to Article 438 of the Turkish Commercial Code and Article 29 of the Capital Markets Law, matters not included in the agenda cannot be discussed or decided. In general assembly meetings, the provisions of the capital markets legislation, the corporate governance principles regulations of the Capital Markets Board and the provisions of the Turkish Commercial Code are complied with in terms of meeting and decision quorum. Provided that the quorums stipulated in the Capital Markets Law and the Turkish Commercial Code are maintained, the Company's general assembly can take decisions on the following issues and amendments to the articles of association within the scope of these issues; the positive vote of the shareholders holding the majority of the capital represented by Group A shares is also required:
• Approval of the budget.
• Amending the articles of association, except for capital increases according to the registered capital system.
• Changing the company's business line, entering into new business lines or abandoning existing business lines.
• Capital increase, liquidation, termination, capital decrease, change of type of the company, except for capital increases to be made in accordance with the registered capital system.
• Bankruptcy, concordat, Article 309/m of the Execution and Bankruptcy Law No. 2004. Applying for financial restructuring within the scope of the article.
• Transfer of all or part of the commercial operation of the company.
If the capital represented by the Group A shares does not continue to represent at least 30% of the issued capital of the Company, the positive action of the shareholders holding the majority of the capital represented by the Group A shares regarding the above-mentioned issues will occur from the moment the legal action leading to the situation in question takes place. The voting requirement will automatically cease to exist and will not be revived later. In addition, at the first general assembly meeting to be held upon the realization of this situation, this article of association will be amended and the relevant regulations will be abolished.
f. Procedure of Meetings and Internal Directive: The functioning of general assembly meetings is regulated by an internal directive. In general assembly meetings, the provisions of the Turkish Commercial Code, capital markets legislation, this articles of association and the Company's Internal Directive on General Assembly Working Principles and Procedures are applied.
g. Electronic General Assembly: Those who have the right to attend the general assembly meetings of the company can also attend these meetings electronically in accordance with Article 1527 of the Turkish Commercial Code. In accordance with the provisions of the Regulation on General Assemblies to be Held Electronically in Joint Stock Companies, the Company can establish an electronic general assembly system that will allow the right holders to participate in general assembly meetings electronically, express their opinions, make suggestions and vote, and can also benefit from systems created for this purpose by purchasing services. In accordance with this provision of the articles of association, in all general assembly meetings to be held, the rights holders and their representatives will be able to exercise their rights specified in the provisions of the Regulation on General Assemblies to be Held Electronically in Joint Stock Companies through the established system.
ARTICLE 16
Matters that are required to be announced by the Company by law are announced, provided that the specified periods are observed in accordance with the relevant provisions of the Turkish Commercial Code and the Capital Markets Law and the regulations, communiqués and other relevant legislation issued within the framework of these laws. Matters for which the announcement place is not specified in the regulations are announced on the Company's website.
Special event disclosures to be made in accordance with the regulations of the Capital Markets Board and all kinds of disclosures to be prescribed by the Board are made in a timely manner in accordance with the relevant legislation.
ARTICLE 17
The company's accounting period starts on the first day of January and ends on the last day of December. However, the first accounting year starts from the exact date of establishment of the company and ends on the last day of December of that year.
In accordance with the provisions of the Turkish Commercial Code regarding commercial books, annual balance sheets and profit and loss statements are prepared by T.R. It will be regulated in accordance with the regulations determined by the Public Oversight Board and the Capital Markets Board.
ARTICLE 18
The amounts that must be paid and set aside by the Company, such as the general expenses of the Company and various depreciation, and the taxes that must be paid by the Company's legal entity, are the remaining after deducting from the income determined at the end of the Company's activity period, the net profit of the period seen in the annual balance sheet, and the remaining after deducting previous years' losses, if any. The amount is distributed according to the following order and principles:
a. 5% is allocated to legal reserves until it reaches twenty percent of the issued capital.
b. From the remainder, the first dividend is allocated based on the amount to be found by adding the amount of donations made during the year, if any, within the framework of the Company's profit distribution policy, in accordance with the Turkish Commercial Code and capital markets legislation.
c. After the above deductions are made, the general assembly has the right to decide on the distribution of the dividend to the members of the board of directors, partnership employees and persons and institutions other than shareholders.
D. After deducting the amounts specified in paragraphs (a), (b) and (c) from the net profit for the period, the general assembly decides to distribute the remaining part, partially or completely, as the second dividend or to use the reserve funds it has voluntarily set aside in accordance with Article 521 of the Turkish Commercial Code. is authorized to separate.
to. In accordance with the second paragraph of Article 519 of the Turkish Commercial Code, 10% of the amount found after deducting a dividend of 5% of the capital from the part decided to be distributed to shareholders and other persons participating in the profit is added to the general legal reserve fund.f. Unless the reserve funds required to be set aside in accordance with the Turkish Commercial Code and the dividend determined for the shareholders in the articles of association or profit distribution policy are set aside; It cannot be decided to allocate other reserves, transfer profits to the following year, or distribute dividends to members of the board of directors, partnership employees, and persons and institutions other than shareholders, and no dividends can be distributed to these persons unless the dividend determined for the shareholders is paid in cash. Dividends are distributed equally to all existing shares as of the distribution date, regardless of their issuance and acquisition dates. Taking into account the company's financial situation, initiatives and investments, the general assembly will decide how much and how this profit will be distributed, taking into account the relevant regulations of the Capital Markets Board and the recommendation of the board of directors. The method and time of distribution of the profit decided to be distributed are decided by the general assembly upon the proposal of the board of directors on this matter. The profit distribution decision made by the general assembly in accordance with the provisions of this articles of association cannot be withdrawn unless permitted by law.
ARTICLE 19
The general assembly may decide to distribute advance dividends to shareholders within the framework of the Capital Markets Law and other relevant legislation. The relevant legislation provisions are complied with in the calculation and distribution of the dividend advance amount. For this purpose, the board of directors may be authorized by the decision of the general assembly, limited to the relevant accounting period.
ARTICLE 20
The provisions of the Turkish Commercial Code, Capital Markets Law, capital markets legislation and other relevant legislation will apply to matters for which there is no provision in this articles of association.
ARTICLE 21
All changes to be made in the articles of association require the prior approval of the Capital Markets Board and the permission of the Ministry of Commerce.
It is mandatory to obtain the approval of the Energy Market Regulatory Authority for amendments to the articles of association regarding the reduction of the Company's capital amount, as well as the provision stating that no changes can be made in the type of shares and partnership structure of the Company during the pre-license period and until the production license is obtained.
After the production license is obtained, it is mandatory to obtain the approval of the Energy Market Regulatory Authority for amendments to the articles of association regarding the provisions regarding the merger, division and reduction of the capital amount of the Company.
Approved opinion from the Capital Markets Board and T.R. After obtaining the permission of the Ministry of Commerce and, if necessary, the approval of the Energy Market Regulatory Authority, the general assembly to be invited in accordance with the Turkish Commercial Code, the Capital Markets Law and the provisions specified in this articles of association, will be held in accordance with the Turkish Commercial Code, the Capital Markets Law and the relevant legislation. It is decided to change the articles of association within the framework of the provisions specified in this articles of association. Amendments to the articles of association are valid against third parties upon registration.
If the amendment to the articles of association violates the rights of privileged shareholders, the General Assembly decision is approved by the special assembly of privileged shareholders.
ARTICLE 22
At the Company's ordinary and extraordinary general assembly meetings, T.R. In appointing the ministry representative to represent the Ministry of Commerce, the provisions of the Turkish Commercial Code and the relevant provisions of the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to be Attended at These Meetings are applied.
ARTICLE 23
If the legal entity holding a generation license wishes to merge with all its assets and liabilities within itself or another legal entity, or if it wishes to be fully or partially divided, the Capital Markets Board and the Energy Market Regulatory Authority shall notify the Capital Markets Board and the Energy Market Regulatory Authority about the merger or division before the merger or division is carried out. approval is required. If the merger or division transaction is not completed within six months from the date the permission is given, the permission given becomes invalid. In this case, merger transactions cannot continue without obtaining new permission by the decision of the Capital Markets Board and the Energy Market Regulatory Authority.
Merger or division transactions are carried out in accordance with the Electricity Market Legislation, Turkish Commercial Code and capital markets legislation and other relevant legislation.
ARTICLE 24
During the pre-license period and until the generation license is obtained, except for the exceptions specified in the Electricity Market License Regulation, no direct or indirect change of the Company's partnership structure, no transfer of shares or share certificates, or any business or transaction that will result in a transfer can be carried out.
After obtaining a generation license, the Company is required to notify the Energy Market Regulatory Authority of any direct and/or indirect changes made in its partnership structure within six months from the date of the change.
ARTICLE 25
According to the capital markets legislation, all of the company's shares, except those traded on the stock exchange, are registered shares. The company cannot issue bearer shares, except those to be issued to be traded on the stock exchange.
ARTICLE 26
The provisions of the Turkish Commercial Code, capital markets legislation and other relevant legislation apply regarding the termination and liquidation of the company and how the related transactions will be carried out.
ARTICLE 27
The company may issue all kinds of capital market instruments in accordance with the Turkish Commercial Code, Capital Markets Law and other applicable legislation to be sold to real and legal persons at home and abroad.
The company's board of directors has the authority to issue bonds, financial bills and capital market instruments in the nature of debt instruments, and other capital market instruments determined to be debt instruments by the Capital Markets Board, within the framework of the relevant article of the Capital Markets Law and the relevant capital markets legislation.
ARTICLE 28
The Company fulfills its obligations to provide information to the Capital Markets Board in accordance with the procedures and principles in the capital markets legislation and to announce to the public the financial statements and reports and independent audit reports stipulated in the legislation in accordance with the regulations stipulated by the Capital Markets Board.
Announcements of the company, special situation disclosures and all kinds of disclosures prescribed by the Capital Markets Board are made in accordance with the regulations and specified periods in the Turkish Commercial Code and capital markets legislation.
ARTICLE 29
Corporate governance principles required by the Capital Markets Board are complied with. Transactions made and board decisions taken without complying with the mandatory corporate governance principles are invalid and considered contrary to this articles of association.
The Capital Markets Board's regulations regarding corporate governance are complied with in transactions deemed important in terms of the implementation of corporate governance principles, in the Company's significant related party transactions and in transactions regarding the granting of guarantees, pledges and mortgages in favor of third parties.
