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Articles of Incorporation Anadolu Sigorta

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									ANADOLU ANONİM TÜRK SİGORTA ŞİRKETİ ARTICLES OFINCORPORATION

SECTION ONE

Formation

Article 1: On 18 March 1341 (31 March 1925 new calendar) a joint-stock company was
established among the founders whose names are written in these articles of incorporation.

Legal name of the company

Article 2: The legal name of the company is “Anadolu Anonim Türk Sigorta Şirketi”.

The company’s object and scope

Article 3: The company’s object and scope are to:

   a. Engage in any and all manner of insurance and reinsurance transactions in Turkey and
      in foreign countries;
   b. Act as a proxy, lead insurer, representative, or agent for other insurance and
      reinsurance companies;
   c. Engage in any and all transactions related to the business of insurance and take part in
      financial, commercial, and industrial undertakings and enterprises related to such
      business, set up banks and companies and take part in enterprises that have been or
      will be established for this purpose and acquire them in whole or in part;
   d. Lend sums of money against mortgages on real estate properties;
   e. For the purpose of achieving the company’s objectives and putting its capital and
      reserves to work: buy and sell any and all manner of stocks, bonds, and Treasury bills
      (except that this shall not be in the nature of portfolio management); buy, sell, and rent
      movable and immovable properties, have them built, establish and release pledges,
      mortgages, and any and all manner of real rights over them, and use them in every
      possible way;
   f. Within the framework of the requirements of law, establish and operate mutual funds;

Businesses other than the ones enumerated above that may in future be deemed necessary or
beneficial shall be added to the company’s object and scope by amending these articles of
incorporation.

The company’s headquarters and branches

Article 4: The company’s headquarters are in İstanbul. The company’s address is Büyükdere
Caddesi, İş Kuleleri Kule 2, 4. Levent. In the event of a change of address, the new address
must be registered with the trade registry, announced in Türkiye Ticaret Sicili Gazetesi, and
also reported to the Ministry of Industry and Commerce and to the Capital Markets Board.
Any communication made to the company’s registered and announced address shall be
deemed to have been made to the company. Failure to have a new address registered and
announced in due time after having departed from an existing registered and announced
address shall be deemed cause for dissolution of the company.
The company may open branches and establish agencies, representative offices, and
correspondent offices anywhere in Turkey and abroad.

Duration of the company

Article 5: The company is incorporated for a period of 99 years beginning on the date of its
effective formation, 31 March 1925.

Anadolu Turkish Insurance Company Incorporated



SECTION TWO

The company’s capital and shares

Capital

Article 6: The company has adopted the registered capital system pursuant to the provisions
of Statute 2499 and changed over to that system under authorizing letter number 272 dated 9
March 1995 from the Capital Markets Board. The company’s registered capitalization is
500,000,000 (five hundred million) new Turkish liras and is divided into 50,000,000,000
shares each with a nominal value of one new kurush.

The company’s issued and fully paid-in capital is 200,000,000 (two hundred million) new
Turkish liras of which:

   a. 1.5 (one and a half) new Turkish liras is divided into 150 Group A shares each with a
      nominal value of 1 new kurush;
   b. 199,999,998.5 (one hundred ninety nine million nine hundred ninety nine thousand
      nine hundred ninety eight and a half) new Turkish liras is divided into 19,999,999,850
      Group B shares each with a nominal value of 1 new kurush.

The Board of Directors is authorized to increase the issued capital up to the registered capital
ceiling by issuing registered shares of stock in accordance with the provisions of the Capital
Markets Law whenever it deems necessary and to issue certificates representing more than
one share of stock.

Pursuant to Statute 5274 amending the Turkish Commercial Code, the nominal value of both
Group A and Group B shares, which formerly had nominal values of 50 Turkish liras and 500
Turkish liras respectively, has been changed to 1 new kurush. As a result of this change, the
total number of shares has been decreased and Group A shareholders will be given one Group
A share worth 1 new kurush for each lot of 200 Group A shares worth 50 Turkish liras while
Group B shareholders will be given one Group B share worth 1 new kurush for each lot of 20
Group B shares worth 500 Turkish liras. In this replacement, shareholders’ existing rights
arising from their shareholding interests are reserved.

Records shall be kept of shares representing capital within the framework of registration
principles.
Shares

Article 7: All of the company’s shares are registered certificates.

Form of shares

Article 8: The legal name of the company, the amount of its basic capital, the license and
court certification date, registration date, the type and nominal value of the instrument, and
the number of shares represented must all be written on the company’s shares, which must
also be signed by at least two individuals who are authorized to sign on behalf of the
company.

Signatures may be stamped or sealed and may also be imprinted.

Matters related to the form of shares are also subject to the provisions of relevant laws.

Transfers of shares

Article 9: A transfer of shares takes place with an endorsed share is turned over to the
recipient. However transfers have effect with respect to company only when they have been
entered into the shareholders’ register.

Shareholders’ register

Article 10: The company shall record the full names and addresses of the owners of its
registered shares of stock in the shareholders’ register.

Indivisibility of shares

Article 11: Shares are indivisible with respect to the company. If a share has more than one
owner, such owners may exercise their rights with respect to company only through a
representative of them all.

If they do not appoint a joint representative, then any statement the company makes to any
owner shall be binding on them all.

Rights arising from a share of stock on which there exist rights of usufruct shall be exercised
by whoever has the right of usufruct if a joint representative has not been appointed. If there
are several persons with right of usufruct then they must have a single representative.

Prohibition on the company’s buying its own shares

Article 12: The company may not acquire its own shares nor may it accept its own shares as
surety. Contracts that give rise to results in which the company acquires its own shares or
accepts them as surety are null and void.

Exceptional cases stipulated in the Turkish Commercial Code are reserved.
Increasing or decreasing capital

Article 13: Increases and decreases in the company’s capital shall be made in accordance
with the provisions of relevant laws, regulations, and administrative provisions.

Payment of capital subscriptions

Article 14: This article was repealed by an extraordinary general meeting resolution dated 24
November 1993.

Consequences of non-payment

Article 15: This article was repealed by an extraordinary general meeting resolution dated 24
November 1993.

Bond issue

Article 16: This article was repealed by an extraordinary general meeting resolution dated 24
November 1993.



SECTION THREE

Board of Directors

Article 17:The company shall be administered by a board of directors consisting of at least
five and at most nine members who are to be elected at a general assembly of shareholders.

The Board of Directors shall be constituted from among those who are shareholders. If an
individual who is not a shareholder is elected to a seat on the board, he shall commence his
duties only after he becomes a shareholder.

A corporate entity that is a shareholder cannot be a member of the board. However natural
persons who represent a corporate entity may be elected to a seat on the board.

The obligation of board members to deposit shares shall be subject to the provisions of the
Turkish Commercial Code.

Term of office of the Board of Directors

Article 18: Members of the Board of Directors shall be elected to terms of not more than
three years’ duration. A member whose term of office ends may be reelected.

One-third of the members of the Board of Directors shall be renewed every year. Renewals of
members who have not completed their term of office shall be based on seniority. In the event
of equal seniority, a name shall be drawn at random.

A general assembly may replace any or all of the members of the board any time it deems it to
be necessary.
If a seat on the board is vacated through resignation, death, or any other way, the board shall
elect someone possessing the required qualifications as a temporary replacement and submit
this choice for approval at the very next meeting of the general assembly. A board member
chosen in this way shall serve until the very next meeting of the general assembly of
shareholders and shall complete the term of office of the person he replaced if his election is
approved by the general assembly.

Meetings of the Board of Directors and decision quorum

Article 19: The Board of Directors shall convene upon the invitation of the chairman as the
company’s affairs dictate but at least once a month.

Invitations shall be made in writing and must state the meeting date, time, and agenda.

Any member may make a written request to have a meeting convened. In such cases, the
chairman shall be required to convene the board in a meeting. Such requests may also be
made by the company’s general manager. In such cases, the chairman may convene the board
in a meeting.

Meetings of the Board of Directors shall be held at the company’s headquarters. They may
also be held elsewhere by a majority decision of the board.

The board shall convene with a simple majority of its membership.

Decisions shall be passed by a simple majority of members who are present. In the event that
votes are tied, the issue shall be held over to the next meeting. If votes are again tied at that
meeting, the motion shall be considered to have been defeated.

Board of Directors discussions shall be recorded by a secretary who may be chosen from
among the board’s membership or from outside. Meeting minutes must be signed by members
who were present; those who cast dissenting votes must have their reasons recorded in the
minutes and sign them accordingly.

Board of Directors decisions on a particular issue proposed by one of the board’s members
may also be passed with the written approval of the other members unless a member wishes to
hold a meeting and discuss it.

Board decisions are valid only if they have been written down and signed.

Division of authority

Article 20: At its first session following an ordinary or extraordinary general meeting at
which there is a renewal in its membership, the board members shall elect from among their
number a chairman and, to stand in for him in his absence, a deputy chairman as well as a
secretary from among themselves or from outside. The Board of Directors may set up
committees and commissions from among its membership as circumstances dictate and may
also choose a managing director.
Article 21: This article was repealed by an extraordinary general meeting resolution dated 21
December 1976.

Duties and authorities of the Board of Directors

Article 22: The company shall be administered and represented by the Board of Directors.
This authority is absolute and the board has full power to come to decisions on any issue that
is not prohibited in these articles of incorporation or does not require a prior general meeting
resolution, to make any disposition of the company’s properties, and to undertake any
transaction related to the company’s object and scope. Among the board’s authorities are the
power to:

   a.   Convene ordinary and extraordinary general meetings and determine their agendas;
   b.   Carry out decisions passed by the general assembly of shareholders;
   c.   Maintain such books of account as are required by law;
   d.   Every year: issue an annual balance sheet and profit/loss statement; prepare a report
        summarizing the company’s financial and economic standing and the business it
        performed; prepare proposals concerning amounts to be paid out as earnings and to be
        set aside as company reserves, make these available to shareholders at the company’s
        headquarters and branches at least one month before a general meeting and, having
        submitted them to the statutory auditors, together with their report at least fifteen days
        before the general meeting, and include this matter in the general meeting’s
        announcements;
   e.   Submit to the general assembly of shareholders proposals concerning any and all
        amendments to be made in these articles of incorporation;
   f.   Establish and revoke agencies, branches, and representatives and determine the
        conditions thereof; act as a proxy, lead insurer, representative, or agency of other
        insurance and reinsurance companies;
   g.   Appoint and dismiss company general managers and other senior officers;
   h.   Determine the dates on which to begin or cease to engage in various insurance
        branches;
   i.   Determine the principles of insurance and reinsurance contracts;
   j.   Enter into and terminate any and all manner of reinsurance agreements;
   k.   With respect to the insurance business: enter into financial and industrial commitments
        and enterprises, establish companies, and join companies that have been or will be
        established for such purposes;
   l.   Buy and sell stocks, bonds, and T-bills except that this shall not be in the nature of
        brokerage or portfolio management activities;
   m.   Buy, sell, and construct real estate properties; lend money against mortgages on real
        estate properties; borrow against mortgages on the company’s real estate properties;
   n.   Have recourse to settlements, acquittals, and arbitrations;
   o.   Set up and operate mutual funds.

The Board of Directors’ authorities are not limited to the ones that are enumerated above.

The Board of Directors may delegate some or all of its authorities to a general manager,
except for those whose delegation is not permissible by law or otherwise due to the nature of
the issue.
Prohibition on participation in discussions

Article 23: No member of the Board of Directors may take part in any discussion of issues
pertaining to their personal interests or to those of their spouse or of their relatives or
offspring up to the third degree. Whenever such an issue is to be discussed, the member
concerned shall be obliged to notify the board of his interest in the matter and to have the
situation entered into the record of the meeting.

In situations where votes are cast on issues involving written proposals without a meeting
being held, such interests must be stated in the proposal.

Activities that board members may not engage in

Article 24: Without obtaining the permission of the general assembly of shareholders, no
member of the Board of Directors may engage, whether directly or indirectly, whether on
their own behalf or on that of others, in any business activity that involves the company and
falls within the company’s object and scope. In any contrary case, the company may assert
that transactions that have been undertaken are null and void. This right does not apply to
other parties.

Without obtaining the permission of the general assembly of shareholders, no member of the
Board of Directors may engage in any of the business activities falling within the company’s
object and scope either on their own account or on that of others nor may they become
unlimited-liability partners in any company engaged in the same kind of business as the
company.

Liability of board members

Article 25: Members of the Board of Directors cannot be held personally responsible on
account of contracts and transactions in which they are involved in the company’s name.

Provisions of the Turkish Commercial Code concerning the responsibilities of members of
boards of directors are reserved.

Emolument

Article 26: The monthly salaries to be paid to the chairman and members of the Board of
Directors shall be determined every year by the general assembly of shareholders.

General manager and other senior company officers

Article 27: The Board of Directors shall appoint from among its own membership or from
outside a general manager who shall be equipped with authorities deemed to be suitable for
the execution of its decisions and for the conduct of the company’s business. Matters related
to the appointment, promotion, and transfer of senior officers other than the general manager
shall be proposed by the general manager and discussed and decided upon by the board.
Other personnel

Article 28: Appointments, promotions, reassignments, and terminations of personnel other
than those indicated above shall be carried out by the general manager.

Objections to decisions by the company’s general manager may be lodged with the Board of
Directors, whose decision on the matter is final.

The Board of Directors may revoke any or all of the authorities of the general manager
indicated in the first paragraph above.

Right to make proposals to the Board of Directors

Article 29: The general manager may make proposals concerning the opening and closing of
branches and other issues he deems to be necessary for the Board of Directors to decide on.

Participation in board meetings

Article 30: If the general manager is chosen from outside the board’s membership, he may
take part in the board’s meetings and deliberations but shall not have the right to vote.

Those with the power of signature over the company and the form of signature

Article 31: In order for documents and contracts representing the company and issued in the
company’s name to be valid and binding on the company, they must be signed by two persons
with first degree power of signature or by one person with first degree and one person with
second degree power of signature. Those with power of signature shall be determined by
means of board resolutions.

Article 32: This article was repealed by an extraordinary general meeting resolution dated 21
December 1976.



SECTION FOUR

Selection and termination of statutory auditors

Article 33: Every year the general assembly of shareholders shall elect three to five statutory
auditors, who may or may not be shareholders, to serve one-year terms.

A statutory auditor must be a citizen of the Republic of Turkey. A statutory auditor whose
term of office runs out may be reelected.

Statutory auditors may not be elected to seats on the Board of Directors nor may they be
employees of the company. No member of the Board of Directors whose term of office has
run out may be elected as a statutory auditor until he has been acquitted of his fiduciary
responsibilities by a general assembly of shareholders.
Neither the spouses of members of the Board of Directors nor their relatives by blood or
marriage up to (and including) the third degree may be chosen as statutory auditors.

The general assembly may dismiss statutory auditors and replace them with newly-chosen
ones at any time.

In the event that a statutory auditor dies, resigns, is so incapacitated as to be unable to perform
his duties, is discharged for such reasons as bankruptcy or being placed under guardianship,
or is imprisoned for serious crimes, or is convicted of such offenses as forgery, abuse of trust,
theft, or fraud, the remaining statutory auditors shall appoint someone to replace him and
serve until the very next general meeting.

Elections and discharges of statutory auditors shall be registered and announced immediately
by the Board of Directors to the commercial registrar.

Duties and authorities of the statutory auditors

Article 34: The duty of the statutory auditors is to audit the company’s business and
transactions.

In addition to the duties enumerated in article 353 of the Turkish Commercial Code, the
statutory auditors are obliged to issue the annual reports and notices stipulated in article 354,
to summon the general assembly in extraordinary session in the event of the compelling and
urgent reasons set forth in article 355, to fulfill their duties of examining complaints pursuant
to article 356, and to exercise these authorities immediately if there are important and urgent
reasons to do so.

Requirement to convene a general assembly of shareholders at the request of a minority
of shareholders

Article 35: Upon a written request by persons together controlling at least 10% of the
company’s capital in which the necessitating reasons are indicated, the statutory auditors are
obliged to immediately convene an extraordinary general meeting or, if a general meeting has
already been called, to have the issues whose deliberation is desired placed on the meeting’s
agenda.

Duty to initiate suit on the company’s behalf

Article 36: If the general assembly decides to initiate suit against members of the Board of
Directors or if the general assembly decides not to initiate suit but shareholders representing
at least 10% of the basic capital want a suit to be initiated, the statutory auditors are obliged to
initiate such a suit on the company’s behalf within one month of the date of such a decision or
request.

If a suit is initiated on the basis of a minority vote, the minority shareholders may appoint a
representative who is not a statutory auditor. As guarantees to cover any losses or damages
the company may sustain, shareholders demanding the initiation of a suit are obliged to
deposit their shares with a trustworthy bank, which shall retain them until the resolution of the
dispute.
If their suit is rejected, the shareholders’ liability for compensation shall only be towards the
company.

Participation in board meetings

Article 37: The statutory auditors may be present at meetings of the Board of Directors but
may not take part in discussions or voting. They may have issues they deem to be suitable
included on the agendas of ordinary and extraordinary general and board meetings.

Statutory auditors’ responsibility

Article 38: Statutory auditors may not divulge to any shareholder or to any outside party any
confidential information that they learn during the performance of their duties.

Statutory auditors are successively responsible for any losses that may arise as a result of not
fulfilling or not duly fulfilling the duties incumbent upon them unless they can prove that they
were not at fault.

Emolument of the statutory auditors

Article 39: The salaries to be paid to the statutory auditors shall be determined every year by
the general assembly of shareholders.

Special auditors

Article 40: The general assembly of shareholders may elect special auditors to examine
specific issues if so deemed to be necessary.



SECTION FIVE

General assembly of shareholders

Right to participate in meetings

Article 41: Shareholders exercise their rights pertaining to company affairs such as the
appointment of company organs, approval of accounts, and distribution of earnings at
meetings of the general assembly of shareholders.

Shareholders may exercise their voting rights at meetings of the general assembly themselves
or through another party who is himself a shareholder. This representational authority must be
given in writing.

The voting rights arising from a share of stock on which there is a right of usufruct shall be
exercised by the usufructuary.
Right of access to information

Article 42: The profit/loss statement, balance sheet, annual report, proposals concerning the
distribution of net earnings, and statutory auditors’ report shall be made available to
shareholders at the company’s headquarters and branches at least fifteen days before an
ordinary general meeting.

The profit/loss statement, balance sheet, and annual report shall be kept available for
shareholders for another year starting from the date of the general meeting.

Every shareholder may request a copy of the profit/loss statement and balance sheet, the costs
of which shall be borne by the company.

Meetings of the general assembly of shareholders

Article 43: The general assembly of shareholders convenes in ordinary and extraordinary
sessions. Ordinary meetings shall be held within three months’ time following the end of a
fiscal year. The general assembly shall be summoned to extraordinary session when
necessary.

Form of invitation and agenda

Article 44: To convene the General Assembly for ordinary and extraordinary meetings, an
announcement is made subject to the periods of time and procedures stipulated in the Turkish
Commercial Code and the applicable legislation of the Capital Markets Board.

Announcements concerning general meetings shall specify the place, date, time, and agenda
of the meeting and a statement that the accounts and reports specified in article 42 above will
be made available for shareholders at the company’s headquarters and branches.

The agenda of an ordinary meeting of the general assembly of shareholders shall include the
following:

   a. Reading of the Board of Directors’ and statutory auditors’ reports;
   b. Approval of the company’s balance sheet, profit/loss statement, and proposals
      concerning the distribution of net earnings; acquittal of members of the Board of
      Directors and the statutory auditors of their fiduciary responsibilities;
   c. Determining the payments to be made to members of the Board of Directors and to the
      statutory auditors;
   d. Reelection or replacement of board members and statutory auditors whose terms of
      office are ending;
   e. Other issues deemed to be necessary.

No issue not included in the published agenda of an ordinary or extraordinary general meeting
may be deliberated or decided upon at that meeting.
Meeting venues

Article 45: A general assembly of shareholders may be held in the place where the
company’s headquarters are located or in Ankara.

Presence of a government commissioner

Article 46: At least 20 days before the date on which an ordinary or extraordinary general
meeting is to be held, the Ministry of Industry and Commerce shall be notified and sent one
copy each of the meeting’s agenda and of documents related to it.

A representative of the Ministry of Industry and Commerce must be present at any meeting of
the general assembly of shareholders. No meeting held without a ministry commissioner
present shall have legal force.

Three copies each of the Board of Directors’ and the statutory auditors’ reports, the balance
sheet, the general meeting minutes, and the attendance roster shall be sent to the Ministry of
Industry and Commerce within one month of the meeting date or else given to the ministry
representative at the meeting.

In situations where financial statements and reports required by the Capital Markets Board are
subject to independent auditing, the independent auditor’s report shall be sent to the Capital
Markets Board and publicly announced in line with principles and procedures specified by the
Capital Markets Board.

Meeting and decision quorums

Article 47: The general assembly of shareholders shall be convened with the presence of
shareholders representing at least one-fourth of the company’s capital, except in situations
where the Turkish Commercial Code stipulates otherwise.

If this quorum cannot be achieved at the first meeting, shareholders shall be invited to attend
again. Shareholders present at the second meeting shall be authorized to deliberate and decide
no matter what percentage of the capital they may represent.

Decisions shall be passed by a majority of votes present except in situations where the
Turkish Commercial Code stipulates otherwise.

Voting rights

Article 48:Group A shares are entitled to ten votes and Group B shares to one vote each. The
provisions of article 387 of the Turkish Commercial Code are reserved.

If a share of stock has more than one owner, such owners may exercise their voting rights
only through a single representative of them all.

No one with the right to vote may exercise his voting rights in any discussion pertaining to
personal matters or disputes involving the company and himself, or his spouse, or any relative
or offspring.
Those who are in any way involved in the conduct of any of the company’s business may not
cast votes in any decision pertaining to the acquittal of boardmembers of their fiduciary
responsibilities. This prohibition does not apply to the statutory auditors

Capital Markets Board regulations pertaining to proxy voting shall be complied with.

Form of voting

Article 49: Votes at general meetings shall be taken by an open show of hands, except that
recourse may be had to secret ballot at the request of those who are present and represent at
least one-tenth of the company’s capital.

Presiding officer

Article 50: General meetings shall be presided over by the chairman of the Board of Directors
or, in his absence, by the deputy chairman. In the latter’s absence, the presiding officer shall
be elected by the general assembly.

The general assembly shall also select from among shareholders two people to count and sort
votes and one person, who may or may not be a shareholder, to serve as secretary.

Attendance roster

Article 51: At meetings of the general assembly of shareholders, an attendance roster shall be
prepared showing the full names of the shareholders (or their proxies) who are present as well
as their addresses of residence and the number of their shares. This roster shall be signed by
the presiding officer and put up where it will be visible to all present before the first vote is
taken.

Minutes shall be kept of the general meeting’s deliberations and decisions. These minutes
shall be signed by the presiding officer, the vote-takers, the secretary, the shareholders in
attendance, and the trade ministry commissioner.

The roster showing the full names of the shareholders or their proxies in attendance and
documents proving that the meeting was duly convened shall be attached to the minutes.
However if the contents of these documents are mentioned in the minutes themselves, there is
no need for them to be attached. The Board of Directors is obliged to immediately submit a
notarized copy of these minutes to the trade registry and to have all matters that must be
registered and announced duly registered and announced.

Postponement of deliberations

Article 52: Deliberations over the approval of the balance sheet may be postponed by a
majority vote or at the request of any minority representing at least one-tenth of the
company’s capital. announcements concerning this shall be made as stipulated in article 44
above.

Having once been postponed at the request of a minority, subsequent requests for
postponements shall be contingent upon the absence of satisfactory explanations concerning
the points in the balance sheet to which objections are being lodged.
The effect of resolutions

Article 53: A decision to approve the balance sheet also acquits the members of the Board of
Directors and the statutory auditors of their fiduciary responsibilities. However the members
of the Board of Directors and the statutory auditors shall not be deemed to have been
acquitted of their fiduciary responsibilities if there are issues that have not been indicated in
the balance sheet or if the balance sheet contains any errors such as to prevent the true
standing of the company from being seen.

Resolutions passed at a general meeting are equally binding on those who were not present
and on those who voted against them.



SECTION SIX

Annual accounts and balance sheet

Fiscal year

Article 54: The company’s fiscal year shall begin on the first day of January and end on the
last day of December of every year.

At the end of a fiscal year, a balance sheet and profit & loss statement shall be prepared
showing the general financial standing of the company.

Statutory reserves

Article 55: As required by article 466/1 of the Turkish Commercial Code, 5% of net profit
each year shall be set aside as a first statutory reserve until the reserve equals 20% of the
company’s paid-in capital.

This reserve shall continue to be set aside even after the amount in it has reached the limit
prescribed by law.

In addition, the 10% second statutory reserve that must be set aside pursuant to article 466/2-3
of the Turkish Commercial Code shall be added to the statutory reserve every year.

Optional reserve

Article 56: This article was repealed by an extraordinary general meeting resolution dated 24
November 1993.

Pension and assistance funds

Article 57: The company may set up pension and assistance funds and similar supplementary
organizations pursuant to article 468 of the Turkish Commercial Code in order to ensure the
social security of its employees.
SECTION SEVEN

Distribution of profits and Statutory reserves

Distribution of profits

Article 58: The amount remaining after general expenses, depreciation, provisions, and all
other similar outlays have been subtracted from the income secured during a balance-sheet
period constitutes the company’s business profit.

To arrive at the company’s net profit, the corporation tax and similar tax and fiscal obligations
payable by the company as a corporate entity and any prior-year losses shall be subtracted
from this profit.

Net profit shall be distributed as shown below:

   a. 5% of the net profit shall be set aside as a statutory reserve.
   b. From the distributable profit remaining, a first dividend shall be set aside at the rate
      and in the amount determined by the Capital Markets Board.
   c. Of the amount remaining after setting aside the first dividend, at most 3% shall be set
      aside for the company’s blue and white collar employees (except that this shall not
      exceed three times their salary).
   d. Of the amount remaining after the setting-aside in paragraph c above, 10% shall be set
      aside as an extraordinary reserve.
   e. Of the profit remaining, all or some may be paid out to shareholders as a second
      dividend, may be allocated among the company’s blue and white collar employees
      pursuant to paragraph (c) as an additional benefit, or may be set aside as an
      extraordinary reserve as the general assembly of shareholders shall decide.
   f. From any amounts that it is decided to apportion among shareholders or others that
      partake in the company’s profits, 10% of the amount remaining after having subtracted
      the first dividend equal to 5% of issued capital shall be set aside as a second statutory
      reserve pursuant to article 466/3 of the Turkish Commercial Code.

No decision may be made to set aside other reserves or to carry profits forward to the next
year until after the reserves that must be set aside in accordance with the Turkish Commercial
Code and the first dividend specified in this article have been set aside. No shares of profits
may be paid to members of the Board of Directors or to any company employees until and
unless a first dividend has been paid out either in cash or as shares of stock.

Extraordinary reserve

Article 59: This article was repealed by an extraordinary general meeting resolution dated 24
November 1993.

Partial payment of the first dividend

Article 60: This article was repealed by an extraordinary general meeting resolution dated 24
November 1993.
SECTION EIGHT

Amendment of the articles of incorporation

Amendment of the articles of incorporation

Article 61: All change in these articles of incorporation as well as the implementation thereof
shall be contingent upon the permission of the Ministry of Industry and of Commerce and the
Capital Markets Board.

All such changes shall become effective as of the date on which they are announced after they
have been duly approved and registered by the trade registry.

Article 62: This article was repealed by an extraordinary general meeting resolution dated 21
December 1976.

Article 63: This article was repealed by an extraordinary general meeting resolution dated 21
December 1976.

Article 64: This article was repealed by an extraordinary general meeting resolution dated 21
December 1976.



SECTION NINE

Concluding provisions

Company announcements

Article 65: Company-related announcements that must be made in accordance with laws and
regulations and these articles of incorporation shall be made through Türkiye Ticaret Sicili
Gazetesi and a daily newspaper circulating in the place where the company’s headquarters are
located. Longer periods of time stipulated by law or in these articles of incorporation are
reserved.

The requirements of law shall be complied with in the case of announcements that must be
made pursuant to the Capital Markets Law.

Printing the articles of incorporation. Copies to be sent to the ministry

Article 66: These articles of incorporation shall be printed up and given to the shareholders.
Ten copies shall also be sent to the Ministry of Industry and Commerce.

One copy of these articles of incorporation shall also be sent to the Capital Markets Board.
Governing law

Article 67: On issues not specified in these articles of incorporation, the provisions of the
Turkish Commercial Code, the Capital Markets Law, of currently applicable Capital Markets
Board communiques and regulations, and other related rulings shall be complied with.

Transition article 1: Bearer shares of stock shall be replaced with registered shares in the
same value and number.

Compliance with corporate governance principles

Article 68: The Company shall implement the following provisions in order to achieve
compliance with corporate governance principles:

   a- The Company will comply with Corporate Governance Principles, which are required
      to be implemented by the Capital Markets Board. Any transaction performed and any
      Board of Directors decision passed in violation of compulsory principles will be null
      and void, and deemed to contradict with the articles of association.
   b- The Company will comply with Capital Markets Board arrangements concerning
      corporate governance in transactions considered to be material with respect to the
      implementation of Corporate Governance Principles, as well as in all kinds of related
      party transactions the Company realizes, and the Company’s transactions related to
      any guarantee, pledge and mortgage furnished in favor of third parties.
   c- The number and qualifications of independent members who will serve on the Board
      of Directors are determined in accordance with the corporate governance
      arrangements of the Capital Markets Board.

								
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