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Istanbul Trade Registration
Registration Number: 172165/119647
Registered Office: In İstanbul, Cağaloğlu Nuruosmaniye Caddesi, 65 numara.
It is requested from our office to register and promulgation of the Articles of Association of the above mentioned company as approved by the Ministry of Trade on 9/4/1980, and the order 871 of Istanbul First Instance 1st Trade Court on 10/4/1980 with jurisdiction 198/937, and the resolution 17480 of the board of directors attested by Istanbul 6th Notary Public on 10/4/1980; and the signature circulation 17479 attested by the same notary public on the same date is submitted us for this purpose. It is hereby declared that it is found in compliance with the provisions of Turkish Trade Code 6762 and registered on 11/4/1980 depending on the documents retained in our office.
Basis No :980/937
Decree No :980/871
ISTANBUL FIRST INSTANCE
FIRST TRADE COURT ORDER
Judge: Turhan Onur
Member: M. İzzet Buharalı
Member: Turgut Kazak
Head Clerk: Sevinç Erdener
The petition and appendices that are submitted for the approval of establishment of Miltaş Milliyet Basım Malzemeleri İthalat ve Ticaret Anonim Şirketi are examined.
ORDER
As it is understood that the Articles of Association of the said Company are approved by the Ministry of Trade and it is thereby permitted to establish the said company, and 25% of the capital is deposited in Türkiye İş Bankası Cağaloğlu Branch, it is hereby unanimously resolved to approve the establishment of Miltaş Milliyet Basım Malzemeleri İthalat ve Ticaret Anonim Şirketi pursuant to provisions of Turkish Trade Code 303 and 299 and receive a fee of TL 15,00 on 10/4/1980.
(Trade Title on Turkish Trade Registration Journal 358 on October 19th, 1981: MİLLİYET YAYIN ANONİM ŞİRKETİ,,
Trade Title on Turkish Trade Registration Journal 3668 on November 18th, 1994: DOĞAN YAYIN HOLDİNG A.Ş. ) |
 SECTION ONE
FOUNDERS, TITLE, PURPOSE AND SUBJECT,
HEADQUARTERS, TERM
Article 1 -
A Joint Stock Company is established by the following real and legal persons, whose names, nationalities, addresses and signatures are given below, pursuant to provisions Turkish Trade Code related to establishment of Joint Stock Companies.
| 1- |
Milliyet Gazetecilik Anonim Şirketi, Turkish, Nuruosmaniye Cad. No: 65-67, Cağaloğlu-Istanbul |
| 2- |
Milliyet Holding Anonim Şirketi, Turkish, Nuruosmaniye Cad. No: 65-67, Cağaloğlu-Istanbul |
| 3- |
Aydın Doğan, Turkish, Kuruçeşme Cad. Boğaziçi Apt. No:12, Kat:2 Arnavutköy-Istanbul |
| 4- |
Ali Haydar Öz, Turkish, Kalamış Selahattin Pınar Sokak, Barutçuoğlu Apt.No: 4/17 Kadıköy-Istanbul |
| 5- |
Halil Bülent Çorapçı, Turkish, Fener Cad. Erman Apt. No: 18 Yeşilyurt-Istanbul |
| 6- |
Yekta Okur, Turkish, Basın Sitesi B Blok, Daire: 13 Etiler-Istanbul |
| 7- |
Ahmet Kemal Ulusu, Turkish, Yıldız Posta Cad. Ali Usta Bayırı As Sitesi, C-D Blok, Daire: 16 Gayrettepe-Istanbul |
TRADE TITLE
Article 2 -
The trade title of the company is "Doğan Yayın Holding Anonim Şirketi." Hereinafter referred to as "Company."
PURPOSE AND SUBJECT (TC Registry Gazette dated 12.11.2009 and no. 7437)
Article 3 -
The main objective of the Company is to participate either during their stage of founding or later, in all kinds of partnerships already founded or to be founded later that are engaged or to be engaged in the sectors of publishing, service, trading, banking, insurance, advertisement and other similar sectors realized through the printed, audio and visual press and on internet and/or to make investments or to establish enterprises in these sectors directly in its name. It may be engaged in activities, processes and procedures designed to improve the efficiency of its partner companies, to ensure their continuity, to improve their management efficiencies through advanced organization techniques, to organize cost reduction arrangements in common service areas , take all the necessary measures to mitigate the intensity of economic and social fluctuations, to ensure collective utilization of available resources, thereby resulting in a more powerful management of enterprises, and may to take all necessary measures to realize these. It may also carry out all kinds of advertising and promotional activities.
The Company may publish, produce or cause to be produced, purchase, sell, import, and export, distribute and market all kinds of newspapers, magazines, books, dictionaries, almanacs, agendas calendars, encyclopedias and other periodicals and/or non-periodicals as well as visual press products in any and all languages. It may organize cultural and sports events both in Turkey and abroad, may, participate in or watch the same, may broadcast and market them in the form of printed, audio or visual products, and may dispose of all kinds of rights arising from them.
In order to realize its main purposes stated above, the Company may be engaged in the following activities and processes within the frame of relevant laws and other legislation:
| a- |
To purchase, acquire, lease, acquire through financial lease management, sell and produce any and all kinds of goods, materials and equipment, and to make a disposition of them in other ways, |
| b- |
To purchase, acquire, lease, acquire through financial lease management, sell and import any and all kinds of machinery, equipment and vehicles and to make a disposition of them in other ways, and to partially or completely purchase, acquire, lease, acquire through financial lease management or sell all kinds of commercial and industrial installations and production facilities related to its main objective, |
| c- |
To acquire, purchase, sell and exchange any and all kinds of licenses, copyrights, franchises, trade names and trademarks, know-how and other intellectual and industrial ownership rights required to realize its main objective, |
| d- |
To conclude any and all kinds of agency, distributorship, brokerage and representation contracts and to perform the above-stated activities under these titles, |
| e- |
To purchase, acquire the ownership of and sell any and all kinds of movable property in order to realize its main objective and to make a disposition of other ownership rights on them and to rent and rent out the same, |
| f- |
To acquire and transfer shares and stocks provided that it shall not operate as a movable property intermediary or portfolio manager, |
| g- |
To be engaged in any and all kinds of commercial, financial and industrial activities and processes directly or indirectly related to the above-stated subjects and purposes, to conclude contracts, and to obtain secured or unsecured short, medium or long term loans from local and foreign loan organizations, in accordance with applicable legislation, |
| h- |
May act as a consultant, with or without payment, to its partner or non-partner companies, in the fields of investment, finance, organization, management and marketing, and may provide auditing or other services. |
| i- |
Provided that the Capital Market Law, the regulations of the Capital Market Board and other legislation in force are observed, the Company may provide any and all kinds of mortgages, liens, guaranties, bonds and other similar real or personal guarantees in order to secure the debts and liabilities of its partnerships and affiliated partnerships, |
| j- |
Within the framework of the principles set out by the Capital Market Board, the Company may provide grants and donations to the government agencies included under the general budget, to the government agencies included under the annexed budget, to the Special Provincial Administrations, to the municipalities and villages, to the foundations and associations, to the institutions and agencies engaged in scientific research and development activities, to the universities and educational institutions, and to other persons or institutions carrying out similar activities. |
The Company may also carry out any necessary and beneficial activities other than those mentioned above, provided that the permissions of the Turkish Ministry of Commerce and Industry and the Capital Market Board are obtained, and the Company Articles of Association is amended accordingly. |
ACQUISITION OF REAL AND PERSONAL RIGHTS
Article 4 -
The Company may acquire immovable properties and all sorts of real and personal rights concerning such properties through purchasing, grants, and other means as well as transferring and assigning the same through sales and other means and it may establish mortgages and other real and personal rights on them and release the same. It may rent out immovable property in part or as a whole.
The Company may acquire all sorts of real and personal rights including pledges to guarantee its rights and receivables, establish all sorts of real and personal rights on movable and immovable properties and release the same, receive, give, and return guarantees with the aim of collection, payment, and guaranteeing of the liabilities of its affiliates, subsidiaries, and 3rd persons provided that it makes the necessary explanations determined by the Capital Market Board within the scope of special conditions in order to ensure that the investors are enlightened and it complies with the Capital Market Law, the regulations of the Capital Market Board, and the provisions of the other relevant legislation in effect, and the regulation of article 28 of these Articles of Association.
HEADQUARTERS AND BRANCHES
Article 5 -
The central office of the Company is located in the Üsküdar District of the Province of Istanbul at the address Burhaniye Mahallesi, Kısıklı Caddesi, No: 65, Üsküdar, Istanbul. In case of a change in the address, the new address shall be registered with the Trade Registry and announced in the Turkish Trade Registry Gazette and additionally notified to the Capital Market Board and the Ministry of Customs and Trade. Any notification served to the registered and announced address shall be considered to have been served to the Joint Stock Company. Not getting its new address officially registered within the specified time even though it has left the previously registered and announced address shall be considered as a reason for termination for the Company. The Company may open branches, correspondents, and liaison offices within and outside the country, provided that it notifies the Capital Market Board and the Ministry of Customs and Trade.
TERM:
Article 6 -
The company is established for an indefinite term starting upon the registration and announcement of the articles of association. |
SECTION TWO
CAPITAL, SHARES, TRANSFER OF SHARES, ISSUING BONDS AND SECURITIES,
REGISTERED AND ISSUED CAPITAL
Article 7 –
The Company has adopted the registered capital system pursuant to the provisions of the Law no 2499 and passed to this system with the approval, Nr.107/1323, of the Capital Market Board dated November 27, 1998.
The registered capital of the Company is TL 3,000,000,000- (Three Billion Turkish Liras) and this capital is divided into 3,000,000,000 (Three billion) shares, each of which is worth TL 1- (one Turkish Lira).
The ceiling for registered capital ceiling granted by the Capital Market Board shall be valid for the years 2012-2016 (5 years). In order for the Board of Directors to be able to take a resolution for increasing the capital even though the permitted registered capital ceiling is not reached by the end of 2016; it has to get authorization from the General Assembly for a new period by obtaining the permission of the Capital Market Board for the previously permitted or a new ceiling. If such authorization is not obtained the Company shall be considered to have moved out of the registered capital system.
The issued capital of the Company is TL 2,000,000,000- (Two Billion Turkish Liras), which is entirely paid-in and this capital is divided into 2,000,000,000 (Two billion) shares, each of which is worth TL 1- (one Turkish Lira).
The Board of Directors shall be authorized to increase the capital by issuing bearer shares up to the registered capital ceiling whenever it deems necessary between the years 2012-2016 pursuant to the provisions of the Capital Market Law and in compliance with the regulations of the Capital Market Board.
The Board of Directors shall be authorized to issue shares above their nominal value and to take resolutions that would partly or entirely limit the rights of the shareholders to buy new shares. New shares may not be issued before all of the already issued shares are sold and their values are collected.
The shares representing the capital of the Company shall be followed by book-entries within the framework of dematerialization principles.
The terms "Turkish Liras" included in these Articles of Association are the terms amended pursuant to the Resolution no 2007/11963 of the Council of Ministers dated April 4, 2007.
TRANSFER OF SHARES
Article 8 -
The shares of the Company shall be freely transferred by their holders pursuant to the provisions of the Turkish Commercial Code. The Turkish Commercial Code, the Capital Market Law, the regulations of the Capital Market Board, the other relevant regulations of the Capital Market legislation, the rules of the Central Registration System, and the other regulations concerning the dematerialization of shares shall be complied with in the transfer of the shares.
ISSUE OF SHARES (TC Registry Gazette dated 12.11.2009 and no. 7437)
Article 9 -
The shares shall be issued by a resolution of the Board of Directors in accordance with the provisions of Turkish Commercial Code, the Capital Market Law, the regulations of Capital Market Board and the Capital Market Legislation.
CAPITAL MARKET INSTRUMENTS
Article 10 -
The Company may issue all sorts of bonds, commercial papers, participation dividend certificates, and profit and loss sharing certificates as well as any capital market instruments and/or negotiable instruments to be accepted by the Capital Market Board in compliance with the Turkish Commercial Code, the Capital Market Law, the regulations of the Capital Market Board, and the provisions of other relevant regulations in effect, to be sold to real persons and legal entities at home and/or abroad.
The capital market instruments and negotiable instruments covered within the scope of this article shall be issued with the resolution of the Board of Directors if they are permissible under the provisions of the Turkish Commercial Code and the Capital Market Law; for those, the issuance of which shall depend on the resolution of the General Assembly, on the other hand, the General Assembly may leave the determination of the time and conditions related to such issuance to the Board of Directors.
SECTION THREE
MANAGEMENT AND REPRESENTATION OF THE COMPANY
BOARD OF DIRECTORS
Article 11 -
The Company shall be managed and represented by a Board of Directors comprising of a minimum of 6 and a maximum of 12 members to be elected by the General Assembly. The members of the Board of Directors, the number or ratio of whom shall be determined by the Capital Market Board, shall be elected from among the candidates bearing the qualifications of an independent member. The Capital Market Law, the regulations of the Capital Market Board, and the provisions of other relevant regulations in effect shall be complied with in the determination, nomination, numbers and qualifications, election, dismissal, and/or resignation of independent Board of Directors' member candidates.
The Board of Directors' members shall be elected from among persons with basic knowledge about the legal principles that govern the transactions and actions concerning the field of activity of the Company, training and experience about company management, and ability to examine the financial statements and reports, and preferably from those having received higher education.
In order to fulfil its duties and responsibilities as required, the Board of Directors shall elect a Chairperson and an adequate number of Vice Chairpersons from among its members; it may also perform a distribution of duties by determining the members, who shall be in charge of the matters that require specialty, and identifying the executive directors, who shall undertake some of its powers, certain portions of the Company activities, and the monitoring of implementation of the resolutions to be taken by it. Such executive directors shall have taken over all the powers and responsibilities in the fields assigned to them. The other members of the Board of Directors shall have no responsibility for the transactions covered within this context, provided that the Board of Directors reserves the powers and duties, which are exclusively vested in the Board of Directors and non-assignable. More than half of the Board of Directors' members may not undertake duties in execution and this matter shall be particularly taken into consideration in defining the duties of the members.
The Chairperson of the Board of Directors shall be responsible for ensuring the proper realization of the board meeting calls and discussions and recording of the resolutions taken into the minutes of the meeting; the Chairperson shall fulfil this responsibility through the channel of the Board of Directors' Secretariat. The Vice Chairperson of the Board of Directors shall undertake the powers and responsibilities to be designated to him/her by the Chairperson, preside over the meetings to which the Chairperson is unable to attend for any reason whatsoever , and assist the Chairperson in realizing all his/her functions.
The Board of Directors' members shall be elected for a maximum term of duty of 3 years. If the term of duty is not explicitly stated in the election resolution of the General Assembly, such election shall be deemed to have been realized for a period of one year.
If any one of the Board of Directors' memberships becomes vacated for any reason, a person bearing the necessary qualifications shall be elected to replace the relevant member by the Board of Directors to be submitted for the approval of the General Assembly during its first meeting. Such person shall complete the term of duty of the member s/he replaces, provided that his/her membership is approved by the General Assembly.
The General Assembly may replace the Board of Directors' members whenever it deems necessary.
DUTIES AND POWERS OF THE BOARD OF DIRECTORS
Article 12 -
The Board of Directors shall be obliged to perform the duties assigned to it with the effective legislation and these Articles of Association. All activities and transactions that do not require the resolution of the General Assembly pursuant to both the laws and these Articles of Association shall be carried out by the Board of Directors.
The Board of Directors may delegate a part of the duties and responsibilities assigned to it with both the laws and these Articles of Association to the committees established within the structure of the Company, provided that it clearly defines the functions of such committees and remains liable for such duties and responsibilities.
The Board of Directors' members may undertake duties in the boards of directors of the Company's subsidiaries, affiliates, and partners subject to joint management with the aim of protecting the interests of the Company and its shareholders and for surveillance, monitoring, guidance, and supervision purposes. Duties other than these shall only be possible within the rules to be accepted by and the approval of the Board of Directors.
MEETINGS OF THE BOARD OF DIRECTORS
Article 13 -
The Board of Directors shall convene as required by the business of the Company, provided that it is at least once every month.
In principle, the Board of Directors shall convene upon the call of the Chairperson or Vice Chairperson. The Board of Directors must also be convened if a meeting is requested by at least 3 of its members. In addition, any one of the Auditors may also call the Board of Directors to meeting by also determining the agenda.
The calls to meeting must contain the agenda, be made at least 7 days before the meeting, and attached with all the necessary documents and information related to the matters included in the agenda.
In principle, the Board of Directors' meetings shall be held at the administrative centre of the Company. However, such meetings may be held at another place in the city where the central office of the Company is located or in another city based on a resolution of the Board of Directors. The Board of Directors' members must attend the meetings in person; it shall also possible to attend the meetings by using any technological methods that would provide remote access. The opinions of the members, who are not able to attend the meeting but present their opinions in writing, shall be submitted for the information of the other members.
The resolutions of the Board of Directors shall be signed and entered in the minute book. The members, who cast negative votes must sign the minutes by also stating their justifications. The documents concerning the meeting as well as any related correspondences shall be archived by the Secretariat of the Board of Directors on a regular basis. If an independent member of Board of Directors' casts a negative vote in cases where the positive votes of independent Board of Directors' members are required, actions shall be taken pursuant to the Capital Market Law and the regulations of the Capital Market Board.
The Board of Directors shall convene with the participation of one more than half of the entire number of its members and take its resolutions by the majority of votes. In case of the equality of votes, the matter that is voted shall be included in the agenda of the next meeting; if the majority of votes cannot be achieved at this meeting, either, then the relevant proposal shall be deemed to have been rejected. Each of the Board of Directors' members shall have one right to vote regardless of their positions and fields of duty.
Pursuant to the relevant provisions of the Turkish Commercial Code, it shall be possible to decide on the proposal of one of the members by receiving the written approval of the other members.
SECRETARY OF THE BOARD OF DIRECTORS
Article 14 -
A secretary team is formed with sufficient number of qualified personnel to work under the chairman of the Board of Directors. The main duties of the secretary of the Board of Directors are as stated below: |
| • |
To prepare for the meetings of the General Board of Directors and Committees and to issue minutes of the meetings, |
| • |
To track the correspondences made with the board and committees stated, |
| • |
To organize all related documentation, |
| • |
To create and archive and to update and observe it, |
| • |
To ensure communication between the board and committee members.
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REPRESENTATION OF THE COMPANY
Article 15 -
The Board of Directors represents the company. The management can assign its representation powers partially, without prejudice to the provisions of Article 319 of the Turkish Commercial Code, by determining the signatories and their powers. For all the documents issued and contracts concluded by the company to be valid, the signatures of the persons who have the authority to bind the company must be affixed under the legal seal of the company.
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Article 16 -
In order to ensure that its duties and responsibilities are fulfilled in a sound manner, the Board of Directors shall form an Executive Committee, a Committee in Charge of Auditing, a Corporate Governance Committee, and an adequate number of other committees by also taking into consideration the requirements of the Company. The duties and working areas of the committees shall be determined in detail in the resolutions for forming such committees by also taking into consideration the provisions of these Articles of Association as well. The Board of Directors may always re-determine the duties and working areas of the committees as well as making any changes it deems necessary in their memberships.
These committees shall be structured within the framework of the Capital Market Law, the regulations of the Capital Market Board, the provisions of the other relevant legislation in effect, and these Articles of Association.
The committees shall carry out their activities independently and submit proposals to the Board of Directors. However, the committees other than the Executive Committee shall not be authorized to take executive decisions concerning the activities of the Company; the Board of Directors shall be authorized to take resolutions about the matters proposed by the committees. The executive transactions of the Executive Board shall be determined in detail with the resolution of the Board of Directors within the framework of the relevant provisions of the Turkish Commercial Code.
The committees shall convene as required by their activities and upon the call by the Committee Chairperson. All the activities of these committees shall be carried out in writing and the necessary records shall be kept. All the corresponding and informing activities of the committees shall be carried out by the Secretariat of the Board of Directors.
EXECUTIVE COMMITTEE
Article 17 -
The Board of Directors form an Executive Committee with sufficient number of members in order to execute the activities of the company according to the work program and budget determined by it. The areas that the Executive Committee shall have authority to reach a decisions and limitations are determined in the establishment stage.
The chairman of the Executive Committee who shall direct the activities of the committee and accordingly who shall undertake activities and processes of the company are selected from the members of the Board of Directors however it can not be the Chairman of the Board of Directors and the Executive Committee. When the Board of Directors is selecting the members of the Executive Committee it takes into consideration the opinion of the chairman of the Executive Committee.
Upon invitation of the chairman the Executive Committee meets as frequently as required. The directors of the company and third parties that the chairman of the Executive Committee approves can participate in the meetings.
All the activities of the Executive Committee are made in writing and information about the activities are given by the Chairman of the executive committee at each meeting.
AUDIT COMMITTEE
Article 18 -
The Committee in charge of Auditing shall be formed and operate pursuant to the Capital Market Law, the regulations of the Capital Market Board, and the provisions of the other relevant legislation in effect. The duty areas, working principles, and the members of the Committee in charge of Auditing shall be determined and announced to public by the Board of Directors.
The duties and responsibilities of the Committee in charge of Auditing shall not relive the Board of Directors from its responsibility arising from the Turkish Commercial Code. The Committee in charge of Auditing may notify the General Assembly about certain matters if it deems necessary.
CORPORATE GOVERNANCE COMMITTEE
Article 19 -
The Corporate Governance Committee shall be formed and operate pursuant to the Capital Market Law, the regulations of the Capital Market Board, and the provisions of the other relevant legislation in effect and it may also perform the duties of other committees specified by the legislation.
The duty areas, working principles, and the members of the Corporate Governance Committee shall be determined and announced to public by the Board of Directors.
REMUNERATION
Article 20 -
Any financial rights to be provided to the Chairperson, Vice Chairperson, and Members of the Board of Directors shall be determined by the General Assembly. The Capital Market Law, the regulations of the Capital Market Board, and the provisions of the other relevant legislation in effect shall be complied with in determining the financial rights to be provided to the independent Board of Directors' Members.
Whether or not any remuneration shall be paid to the Chairperson and Members of any Committee and the amount and conditions of such remuneration if it shall be paid shall be determined by the Board of Directors in its resolution to form the relevant Committee. In case the chairperson and members of any committee are also the chairperson and members of the Board of Directors, whether or not any remuneration shall be paid to them and the amount and conditions of such remuneration if it shall be paid shall be determined by the General Assembly.
The "remuneration policy", which is created in relation with the financial rights to be provided to the Board of Directors' members and the top level managers of the Company and which is announced to public at the Company's corporate website, shall be presented for the information of the shareholders at the General Assembly meeting as a separate item of the agenda.
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SECTION FOUR
STATUTORY AUDITORS (TC Registry Gazette dated 12.11.2009 and no. 7437)
Article 21 -
The General Assembly shall elect two auditors from among the shareholders or from outside.
In determining, electing, and dismissing the auditors, or in appointing a new auditor in place of an auditor who resigns, the provisions of the Turkish Commercial Code and other legislation in force shall be observed.
If the position of one of the auditors is vacated for any reason, then the other statutory auditors shall elect a person with required qualifications to act as an statutory auditors until the next General Assembly meeting. In cases where both statutory auditors have resigned for any reason, then upon application of any member of the Board of Directors, two statutory auditors shall be appointed by the competent Commercial Court of First Instance serving where the headquarters of the company is located.
TERM AND DUTIES
Article 22 -
The auditors shall be elected for a term of duty of maximum three years. If the term of duty is not explicitly stated in the election resolution of the General Assembly, such election shall be deemed to have been realized for a period of one year. An auditor, whose term of duty has expired, may be elected again.
The Auditors shall perform the duties specified in these Articles of Association and the Turkish Commercial Code as well as the other legislation in effect. They shall attend the meetings of the Committee in charge of Auditing and provide the information and documents required from them by complying with the calls of this committee.
Each of the Auditors shall be obliged to perform his/her duties and exercise his/her powers independently from others.
Each Auditor shall be obliged to call the General Assembly to meeting by also determining the agenda if s/he deems it necessary in case significant reasons in terms of the Company arise for such meeting to be held or if requested by the shareholders representing one twentieth of the Company capital and/or the Committee in Charge of the Auditing of the Company.
REMUNERATION (TC Registry Gazette dated 12.11.2009 and no. 7437)
Article 23 - A monthly or annual remuneration shall be paid to the statutory auditors as determined by the General Assembly
INDEPENDENT AUDIT (TC Registry Gazette dated 12.11.2009 and no. 7437)
Article 24 -
An "independent audit institution" to perform the independent audit of the Company shall be elected by the General Assembly upon proposal of the Board of Directors.
In appointing the independent audit institution, the provisions of the Capital Market Law, the regulations of the Capital Market Board and the provisions of other legislation in force shall be observed.
The Company may not receive consultancy services from the independent audit institution serving it, from the personnel employed by that institution, and from a consultancy company or its employees which is directly or indirectly controlled by said institution from the standpoint of management or capital. This arrangement shall include the consultancy services provided by the natural person partners and managers of the independent audit institution. In this regard, the provisions of the Capital Market Law, the regulations of the Capital Market Board and the provisions of other legislation in force shall be observed.
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SECTION FIVE
GENERAL ASSEMBLY
Article 25 -
The shareholders of the Company shall convene in the form of a General Assembly at least once in a year. The General Assembly that convenes in compliance with the law and the provisions of the Articles of Association shall represent all shareholders. Any resolutions taken at the General Assembly meeting shall also apply for both the shareholders casting negative votes and those not present at the meeting.
The General Assemblies of the Company shall convene as ordinary and extraordinary and take the necessary resolutions.
The Board of Directors' members and the Auditors must attend the General Assembly meetings; in addition, those with responsibilities and the persons, who are required to make statements about the matters included in the agenda, shall also be present at the meeting. However, the reasons and/or excuses for the persons, who should but could not attend the meeting shall be announced by the President of the General Assembly.
Furthermore, the persons, who are nominated for Board of Directors' memberships must attend the General Assembly meeting during which the relevant election shall be held to ensure that they answer the questions to be directed to them.
Any information that is required to be disclosed about the candidates pursuant to the Capital Market Law, the regulations of the Capital Market Board, and the provisions of the other relevant legislation in effect shall be presented for the information of the shareholders during the General Assembly meeting. In case there are matters that are required to be notified to the shareholders, such matters shall be stated during the General Assembly meeting within the scope of a separate agenda item.
GENERAL ADMINISTRATION BOARD
Article 26 -
General Administration Board of the general meeting is made up of the chairman, vote collector and clerk.
The chairman, vote collector and the clerk are selected among the ones present in the meeting.
The duty of the General Administration Board is to ensure that meetings are held duly and the minute is kept in accordance with the laws and provisions of articles of association.
PLACE OF MEETING AND INVITATIONS
Article 27 -
General Assemblies shall convene at the administrative centre of the Company or another place in the city where the central office of the Company is located upon a resolution to be taken by the Board of Directors.
The dates, places, and agendas of General Assembly meetings shall be notified to the shareholders with an announcement to be made pursuant to article 33 of the Articles of Association. Such announcement shall contain all the matters that are required to be included pursuant to the Capital Market Law, the regulations of the Capital Market Board, and the provisions of the other relevant legislation in effect.
Shareholders may attend the General Assembly meetings in compliance with the Turkish Commercial Code, the Capital Market Law, the regulations of the Capital Market Board and the Central Registry Agency, and the provisions of the other relevant legislation in effect. It is not possible for a shareholder and/or his/her proxy holder, who has not obtained a certificate of clearance pursuant to the relevant legislation, to attend the meeting and take the floor and/or cast a vote.
Such certificates of clearance shall be valid for the second meeting as well if a majority cannot be achieved during the first meeting.
DUTIES AND POWERS
Article 28 -
The General Assembly shall exercise the powers and perform the duties assigned to it with the Turkish Commercial Code, the Capital Market Law, and the other relevant legislation.
Any guarantees within the scope of articles 3 and 4 of the Articles of Association of the Company may only be given and the sum of the donations and grants to be provided within an accounting period under the conditions specified in article 3 of the Articles of Association may only exceed 1% of the assets of the Company with a resolution to be taken in this direction by the General Assembly. The General Assembly may authorize the Board of Directors about these matters, provided that it sets an upper limit in advance.
If required, any amendments to the Articles of Association and any decreasing of capital shall be realized with the resolution of the General Assembly pursuant to the Turkish Commercial Code, the Capital Market Law, the regulations of the Capital Market Board, and the provisions of the other relevant legislation in effect.
THE MEETING AND RESOLUTION QUORUM
Article 29 -
The meeting and resolution quorums specified in the Turkish Commercial Code shall apply during ordinary and extraordinary General Assembly meetings unless specified otherwise in these Articles of Association.
In special situations specified in the Capital Market Law and the regulations of the Capital Market Board, on the other hand, the meeting and resolution quorums stipulated in the Capital Market Legislation shall apply.
RIGHT OF MINORITY
Article 30 -
In order for the right of minority stipulated in this articles of association and bylaws to be used it has to represent five percent of the capital.
VOTING AND REPRESENTATION BY PROXY (TC Registry Gazette dated 12.11.2009 and no. 7437)
Article 31 -
The voting in General Assembly meetings shall be exercised by raising hands. However, upon request of one twentieth (1/20) of the shareholders represented in the meeting, secret voting must be exercised.
Each share represented in person or by proxy in the ordinary and extraordinary General Assembly meetings shall have the right to use one vote.
In the General Assembly meetings, the shareholders may have themselves represented by a proxy who is a shareholder or not.
Where the usufruct and right of use of a share belong to different persons, these persons shall reach a mutual agreement to have themselves represented in the manner they consider appropriate. If they cannot reach a mutual agreement, then the person having the usufruct shall exercise the right to attend the General Assembly meetings and to vote.
In voting by proxy, the provisions of Turkish Commercial Code, the Capital Market Law, the regulations of Capital Market Board and the provisions of other relevant legislation shall be observed.
COMMISSAR
Article 32 -
Ordinary and extraordinary General Assembly meetings shall be notified to the agencies authorized by law at least 21 days prior to the date of the meetings.
The Turkish Commercial Code, the regulations of the relevant Ministry, and the provisions of the other legislation shall be complied with in relation with the presence of the Ministry Commissary at the General Assembly meeting.
ANNOUNCEMENTS
Article 33 -
The announcements concerning the Company shall be made pursuant to the Turkish Commercial Code, the Capital Market Law, the regulations of the Capital Market Board, and the provisions of the other relevant legislation in effect, by also taking into consideration any regulations related to the subject.
Any announcements related to General Assembly meetings must be made at least 21 days in advance and published in a newspaper for a period of at least two days. In addition, besides the methods specified in the legislation, such meetings shall also be announced through all means of communication, including electronic mail, which would enable reaching the maximum number of shareholders possible.
Besides any notifications and statements that the Company is required to make pursuant to the legislation, additional explanations stipulated with the regulations of the Capital Market Board shall also be posted in the website of the Company together with the General Assembly meeting announcements.
The relevant articles of the Turkish Commercial Code shall apply about the announcements related to decreasing the capital and the dissolution of the Company.
DOCUMENTS TO BE SUBMITTED TO THE MINISTRY AND TO THE CAPITAL MARKET BOARD
Article 34 -
Any reports and documents that must be submitted to the relevant agencies including the Ministry and the Capital Market Board pursuant to the effective legislation shall be submitted within the legally specified periods. |
SECTION SIX
ACCOUNTS, BALANCE SHEET AND TABLE OF INCOME
ACCOUNT PERIOD
Article 35 -
The account period of the company is calendar years starting from 01.01.2004.
DISTRIBUTION OF PROFIT
Article 36 -
The amount remaining after the subtraction of all expenditures, depreciations and premiums and bonus paid and taxes and financial provisions at the end of the account period is the net profit of the company.
From gross profit,
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Loss of the previous years if any |
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Amounts determined by Capital Market Board |
are reduced and then the followings are separated
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According to Turkish Trade Code 5% and legal reserves required by other bylaws, |
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Rate and amount of first dividend determined by Capital market Board |
The General Meetings decides to completely or partially reserve the remaining amount to extraordinary legal reserves or to distribute it.
1/10 of the remaining amount calculated after an amount about 5% of the capital is deducted from the amount decided to be distributed among the shareholders and other parties included under profit, is reserved as second dividend according to clause 3 of paragraph 2 of article 466 of Turkish Trade Code.
Unless the legal reserves that have to be separated by laws are not separated and unless the first dividend for shareholders as stated under the articles of association are not separated in cash and/or as share certificates no legal reserves can be separated or transferred to the profit of the next year and distributed to the privileged shareholders, the participants, founder and holders of ordinary bonus certificate, members of the board of directors and officers, workers, employees and the foundations stated under article 4 of this articles of association.
Dividends is distributed to all the shares without taking into consideration the date these are issued and acquired.
Authorized by the General Meeting the Board of Directors and acting in conformity with the provisions stated under article 15 of Capital market Law and related arrangements of Capital Market Board has the right to distribute dividend in advance limited with the year this authorization is granted. Unless the dividend advance payments of the previous year are completely made no additional payment can be made and/or dividend can be distributed.
COURTS
Article 37 -
The courts authorized, for any disputes that may arise between the company and its partners both during the operation and liquidation of the company, the courts and execution offices of the city where the company is located shall be authorized.
CORPORATE GOVERNANCE PRINCIPLES
Article 38 -
The Company and its bodies shall comply with the Corporate Governance Principles that are made obligatory and endeavour to comply with those not made obligatory by the Capital Market Board. However, if the subject principles cannot be fully implemented, the relevant justification and consequences shall be included in the annual activity report and announced to the public. Any transactions realized and Board of Directors' resolutions taken without complying with the principles that are made obligatory to be implemented by the Capital Market Board shall be invalid and in contradiction with the Articles of Association.
The Capital Market Law, the regulations of the Capital Market Board, and the provisions of the other relevant legislation in effect shall be complied with in transactions that are considered to be important in terms of the implementation of the Corporate Governance Principles, all sorts of related party transactions of the Company, and those related to giving guarantees, pledges, and mortgages in favour of third parties.
GOVERNING LAW
Article 39 -
Provisions of Turkish Trade Code and Capital Market Law will apply to the matters not specified in these articles of association.
INTERIM ARTICLE 1 (TC Registry Gazette dated 12.11.2009 and no. 7437)
While the nominal value of shares was TL 10,000.-, it was first changed, pursuant to Law No. 5274 concerning the amendment of Turkish Commercial Code, as 1 New Turkish Lira, and later as 1 Turkish Lira due to the removal of the expression "New" contained in the expressions "New Turkish Lira" and "New Kuruş" on 1 January 2009 in accordance with the Council of Ministers Resolution No. 2007/11963 dated 4 April 2007. This change caused a reduction in the total number of shares, and accordingly one share with a nominal value of 1 (New) Turkish Lira to cover 100 shares each with a nominal value of TL 10,000.- has been given.
On account of said change, the Series 1-8 shares representing the Company's capital have been combined.
One (1) share with a nominal value of TL 1.- is given to cover 100 ( Series 1-8) shares each with a nominal value of TL 10,000.-
The transactions involving the changing of share certificates are carried out in accordance with the regulations concerning the registration of Capital market instruments.
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DOĞAN YAYIN HOLDİNG A.Ş. ARTICLES OF ASSOCIATION