ARTICLES OF ASSOCIATION OF ASYA KATILIM BANKASI ANONİM ŞİRKETİ - PDF

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ARTICLES OF ASSOCIATION OF ASYA KATILIM BANKASI ANONİM ŞİRKETİ SECTION ONE INCORPORATION ARTICLE 1: (*) A joint stock company is incorporated to operate as a private financial institution by the following

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ARTICLES OF ASSOCIATION OF ASYA KATILIM BANKASI ANONİM ŞİRKETİ SECTION ONE INCORPORATION ARTICLE 1: (*) A joint stock company is incorporated to operate as a private financial institution by the following founding shareholders under the Decree No. 83/7506 of of the Council of Ministers published on the Official Journal with repeated no of , in compliance with the provisions of the Turkish Commercial Code governing the instantaneous incorporation of joint stock companies, and the founded joint stock company was then transformed into a Participation Bank pursuant to the Banking Law no of COMPANY NAME ARTICLE 2: (**) The commercial title of the Company is ASYA KATILIM BANKASI ANONĠM ġġrketġ hereinafter referred to as Company. The business name of the company is shortly Bank Asya in accordance with the Article 53 of the Turkish Commercial Code. FOUNDERS ARTICLE 3: (*) Names, nationalities and residence addresses of the founders are listed below: Line No Name Surname Nationality Address 1 TAHSĠN TEKOĞLU Turkish Vali Konağı Cad. ZümrütYuva Mah. No:5 FLORYA/ISTANBUL 2 ABDURRAHMAN SELÇUK BERKSAN Turkish Özbek Süleyman Efendi Sok. No:4/7 FINDIKZADE/ISTANBUL 3 MEHMET EMĠN HASIRCILAR Turkish M.Nesih Özmen Mah. Kasım Sok No:49/1 GÜNGÖREN/ISTANBUL 4 ALĠ RIZA TANRISEVEN Turkish GümüĢpala,Londra Asfaltı No:56 AVCILAR/ISTANBUL 5 MUSTAFA FIRAT Turkish Süleymaniye Mah. Kirazlı Mescit Sok. No:18 EMĠNÖNÜ/ISTANBUL 6 TACETTĠN NEGĠġ Turkish ġenlikköy Mah. Avcılar Sok. No:42 FLORYA/ISTANBUL 7 BEYHAN NAKĠBOĞLU Turkish YeĢilköy Mah. Halkalı Cad. NO:1/2 ISTANBUL 8 CAHĠT ġahġn Turkish Deniz KöĢkler Mah. Zafer Cad. No:22/1 AVCILAR/ISTANBUL 9 HÜSEYĠN DÖĞME Turkish YeĢilköy Mah. Bahaniler Sok. No:28/5 ISTANBUL 10 ÖMER FARUK BERKSAN Turkish Saruhan Sk. Erberk Apt. No:4/5 FLORYA / ISTANBUL 11 TURGUT AYDIN Turkish Caddebostan Plaj Yolu Durukan Apt.No:25/3 MAÇKA / TRABZON 12 SADIK PĠġAN Turkish Yazmacı Tahir Sk. Polat Sit. A Blok No:40/25 BEYOĞLU/ISTANBUL 13 M.ĠHSAN KALKAVAN Turkish CevdetpaĢa No:146/3 KADIKÖY/ISTANBUL 14 MUSTAFA ġevkġ KAVURMACI Turkish DaruĢĢafaka Cd. No:50/4 FATĠH/ISTANBUL 15 OSMAN GÜRBÜZ ÖZKARA Turkish MithatpaĢa Cad. No:1002/8 GÖZTEPE/ISTANBUL 16 NACĠ ALTUNBÜKEN Turkish Cemil Topuzlu Cad. Enön Apt. No:27/4 SELAMĠÇEġME/ISTANBUL... (*) The new form of the Article as amended at the Ordinary General Meeting held on with the permit of the Domestic Trade Authority of the Ministry of Industry and Trade with no of (**) The new form of the article as amended at the Ordinary Annual General Meeting held on with the permit of the Domestic Trade Authority of the Ministry of Customs and Trade with no of SUBJECT-MATTER AND OBJECTIVES ARTICLE 4: (*) The subject matter and objectives of the Company are to contribute to the saving accumulation, utilise such savings in the areas needed by the economy and fulfil the activities falling the scope of the participation banking in an operating manner in line with the requirements of contemporary banking, within the limits stated by the Banking Law in force and the Law that will come into force in future and related Decree Laws. BUSINESS OF THE COMPANY ARTICLE 5: (*) The Company may fulfil the following business on the fields stated in the articles of association within the authorisations issued by the Banking Regulatory and Auditing Authority: 1. Accepting participation funds. 2. Lending loans of cash, non-cash and any other type. 3. Any and all payment and collection transactions including but not limited to cash or deposit based payments and fund transfers, correspondent banking and use of cheque accounts. 4. Negotiation of cheques and other negotiable instruments. 5. Safe custody services. 6. Issuing payment instruments such as credit cards, banking cards and travel cheques and fulfilling related transactions. 7. Fulfilling all export and import procedures, including exchange transactions; purchasing and selling the money market instruments; purchasing and selling precious metals and stones and providing safe custody services for the foregoing. 8. Purchasing, selling and acting as a broker for futures agreements, option agreements, simple and mixed financial instruments containing more than one financial derivative instruments based on the economic and financial indicators, capital market instruments, commodities, precious metals and foreign currency. 9. Purchasing and selling capital market instruments, and engaging in resale and repurchase contracting procedures. 10. Brokering for the sales of the capital market instruments by issuing such instruments or via public offering. 11. Purchasing and selling the issued capital market instruments for brokering purpose. 12. Acting as a guarantor or undertaking similar obligations in favour of third parties. 13. Engaging in investment advisory services. 14. Providing portfolio operating and management services. 15. Building a capital for purchasing and selling transactions in accordance with the obligations undertaken under a contract made between the Undersecretariat Treasury and/or Central Bank and professional associations. 16. Factoring and forfeiting transactions. 17. Financial leasing transactions. 18. Providing insurance agency and individual retirement brokering services. 19. Participating in the banks or other companies at home or abroad, founding consortiums or participating in those already founded. 20. Borrowing funds in return for securities by offering the assets of the company as collateral in compliance with the laws. 21. Appointing a trust or being appointed as a trust, also providing any service as a receiver or attorney, 22. Purchasing, renting, acquiring, selling, transferring, renting out any tangible or intangible real estates and personal properties and any definite, contingent, temporary or other rights, title or privileges in any way or administrate the same in the favour of the company in part or in whole or developing them or establishing rights thereon, whenever required by the business of the Company, 23. Purchasing, owning, renting out, leasing, operating and selling vessel, machinery, equipment and facilities and establishing company, warehouse and stores to realise these objectives and to store any commodities. 24. Obtaining, acquiring, selling or transferring in part or in whole, using, developing, creating and benefiting in similar manners from patent, brand, patent letter, licence, know-how, copyright, commercial names and similar technical and industrial rights for realisation of the objectives of the Company. 25. Making any arrangement and agreements with official authorities for ensuring that the Company can realise its objectives in accordance with the laws. 26. Opening and operating branches, offices and liaison offices and establishing subsidiaries at home or abroad. 27. Performing any business, procedure or action that may be beneficial or may support the objectives of the Company in part or in whole in accordance with the related laws. 28. Establishing pledge, mortgage and similar real and personal rights in the favour of the Company on the real estates and personal properties owned by third parties or releasing them if its business requires. 29. Other activities to be determined by the Banking Regulatory and Auditing Authority.... (*) The new form of the Article as amended at the Ordinary General Meeting held on with the permit of the Domestic Trade Authority of the Ministry of Industry and Trade with no of The Company cannot fulfil the activities that are prohibited by the Banking Law, Capital Market Law and related regulations for participation banks and those activities for which the necessary authorisations or consents cannot be obtained from then related authorities or those activities which are prohibited by the other laws and regulations for the participation banks. PRINCIPAL OFFICE AND BRANCHES ARTICLE 6: (***) The principal office of the Company is in Istanbul. Its address is Saray Mahallesi Dr. Adnan Büyükdeniz Caddesi No: 10 Ümraniye / ĠSTANBUL (****). In case of change of address, the new address shall be registered with the relevant Trade Registry, announced on the Turkish Trade Register Gazette, the Ministry of Industry and Trade, Capital Market Board, and the Banking Regulatory and Auditing Authority shall be informed in this respect. Any notices served to the registered and announced address of the Company shall be deemed as delivered to the Company. If the Company fails to register its new address within due dates following such change of address, this will constitute a reason for the dissolution of the Company. The Company may establish branch offices, agencies, representation, liaison offices and correspondent offices in Turkey or abroad with the resolution of the Board of Directors in accordance with the related laws. Any establishment of this kind of branches or offices, allocation of capital to them, their activation, merger or separation, suspension of their activities and/or dissolution shall be subject to the provisions of the decrees of the Council of Ministers, related circulars, Turkish Commercial Code and Capital Market Law. Establishment and closure of branches shall be notified to the Capital Market Board and Banking Regulatory and Auditing Authority. DURATION ARTICLE 7: (**) The Company is incorporated in perpetuity from the date of its registration. Subject to the provisions of the Banking Law and Turkish Commercial Code on dissolution, liquidation and termination, the General Meeting of Shareholders is authorised to determine, limit or decrease the duration of the Company. SECTION TWO CAPITAL AND SHARES CAPITAL ARTICLE 8: (*****) The capital of the Company is TL 900,000,000 (Nine hundred million Turkish Liras) divided into registered shares each with a nominal value of TL 1 (One Turkish Lira). The capital has been paid fully as free from collusion. The part of capital of the Company, amounting to TL 360,000,000 - (Three hundred sixty million Turkish Liras), is comprised of group (A) shares while TL 540,000,000 - (Five hundred forty million Turkish Liras) is comprised of group (B) shares. SHARES (*****) ARTICLE 9: The capital of the Company shall be represented by Group (A) and Group (B) shares with a nominal value of TL 1 (One Turkish Lira) each, in such number as stated in the Article 8 hereof. Except for those provided to the shareholders as free of charge due to the capital increases made with internal resources, all shares shall be issued as registered shares against cash. The shares representing the capital are monitored by dematerialized in accordance with the share dematerialization procedures. COUPONS ARTICLE 10: (*) RESCINDED.... (*) The new form of the Article as amended at the Ordinary General Meeting held on with the permit of the Domestic Trade Authority of the Ministry of Industry and Trade with no of (**) The new form of the Article as amended at the Ordinary General Meeting held on with the permit of the Domestic Trade Authority of the Ministry of Industry and Trade with no of (***) The new form of the Article as amended at the Ordinary General Meeting held on with the permit of the Domestic Trade Authority of the Ministry of Industry and Trade with no of (****) With the decision of the Municipal Council, our company address has changed (neighbourhood / street name and number), based on the decision of the Board of Directors with no of , new form of Trade Registry has been registered on (*****) The new form of the article as amended at the Ordinary Annual General Meeting held on with the permit of the Domestic Trade Authority of the Ministry of Customs and Trade with no of TRANSFER OF SHARES ARTICLE 11: (*) I) Transfer of registered shares not traded at the Exchange: Group (A) registered shares are registered shares not traded at the exchange. Transfer of all Group (A) registered shares and establishment of the usufruct on these shares are subject to permission of Banking Regulation and Supervision Agency and approval of the Board of Directors. Board of Directors of the Company may reject the approval demands about share transfers and establishment of usufruct by asserting one of the important reasons shown below: a) In order that the company s component of group (A) shareholders remains unchanged, performing the share transfer to third parties who are not available group (A) shareholders or establishing the usufruct on group (A) shares in favor of such third parties, b) Demanding to acquire share or demanding to establish the usufruct on such shares by the owner, operator, partner (including private or venture capital funds and their partners) or whatever their capacities, manager or employee of another company or enterprise and rivals that are in competition with the Company and/or subsidiaries and affiliates of the Company or the companies in which spouses and descendants and lineal ancestors of such persons or mentioned individuals have domination directly or indirectly, c) Demanding to acquire group (A) shares in the capital of the Company up to 5% with those acquired in advance or group (A) shares resulting to exceed such ratio or demanding to establish the usufruct on such shares by any person or persons acting jointly including available group (A) shareholders directly or indirectly in terms of Company s protection of its economic independence, The Company can purchase the shares requested to be transferred with their actual values at the time of application on account of its own or other shareholders or third parties under any circumstances. Furthermore, if transferee does not declare obviously that it has purchased the shares on its behalf and on its own account, the Company may reject to record the transfer into the share ledger. If the shares have been acquired in accordance with inheritance, portion of the inheritance, matrimonial property regime provisions or compulsory execution, the Company may reject to give approval in the event that it proposes to take over the shares with their actual values to the person who acquires the shares. (II) Transfer of registered shares traded at the Exchange: Group (B) shares of the Company are registered shares traded at the exchange. These shares are freely transferable in accordance with Turkish Commercial Code, Capital Market Law, and regulations of the Central Registry Agency without necessity to approval of the Board of Directors. However, share transfers, which are required to get permission from Banking Regulation and Supervision Agency by the Banking Law, can be made by getting such permission. (III) Only the persons, who are registered in the share ledger, are considered as shareholders or beneficial owners of the shares during the relations with the Company. INDIVISIBILITY OF SHARES ARTICLE 12: (**) Each share is an indivisible whole for the Company. If more than one person holds one share, the holders can exercise their rights towards the Company through a representative. If they do not appoint a common representative, any notice made to any holder of the share shall be deemed valid for all of the holders. If the beneficial user and owner of a share are different persons, they will also exercise their rights through a representative. If these persons cannot agree among them, the Company shall deem the beneficial user as the legal representative for the rights of the share towards the Company. If the beneficial users are more than one person, they will also be represented through a common representative. TEMPORARY CERTIFICATES ARTICLE 13: (**) RESCINDED. CAPITAL INCREASE AND DECREASE ARTICLE 14: (***) The capital of the Company can be increased or decreased with the resolution of the General Meeting of Shareholders in accordance with the Banking Law and related regulations, Turkish Commercial Code, Capital Market Law and these Articles. Unless otherwise stated in the resolution of the General Meeting regarding the increase of principal capital, every shareholder can purchase the newly issued shares under the capital increase, in proportion to his/her current shares in the Company by using his/her preferential right in accordance with the laws and regulations on capital market. LOST AND WORN SHARE CERTIFICATES ARTICLE 15: (**) RESCINDED. 4 PROFIT AND LOSS PARTICIPATION CERTIFICATE AND OTHER ACCEPTABLE SECURITIES ARTICLE 16: (*) The Company may issue Profit and Loss Participation Certificates, Participatory Beneficial Certificates, Profit Participation Certificates, debt instruments and other Securities and Capital Market Instruments in accordance with resolutions made by the Board of Directors and in compliance with the current laws and regulations and these Articles.... (*) The new form of the article as amended at the Ordinary Annual General Meeting held on with the permit of the Domestic Trade Authority of the Ministry of Customs and Trade with no of (**) The new form of the Article as amended at the Ordinary General Meeting held on with the permit of the Domestic Trade Authority of the Ministry of Industry and Trade with no of (***) The new form of the Article as amended at the Extra Ordinary General Meeting held on with the permit of the Domestic Trade Authority of the Ministry of Industry and Trade with no of SECTION THREE GOVERNANCE AND AUTHORISED BODIES OF THE COMPANY AUTHORISED CORPORATE BODIES ARTICLE 17: (*) The authorized bodies of the Bank are General Meeting, Board of Directors, Committees and General Directorate. A. GENERAL MEETING ORDINARY AND EXTRAORDINARY GENERAL MEETING ARTICLE 18: (*) The General Meeting shall convene Ordinarily and/or Extraordinarily. The ordinary General Meeting shall be held at least once a year and within no later than (3) three months after the end of the preceding fiscal year. In these meetings, the required items stated in article 409 of the Turkish Commercial Code are discussed and resolved. Extraordinary general meetings may be held at any time deemed necessary in the course of the Company business, in accordance with the related provisions of the Turkish Commercial Code and Capital Market Law. The Board of Directors is obliged to ensure that the General Meetings are held in accordance with the legal procedures and rules. The resolutions of the General Meeting about any amendment to these Articles that breaches the rights of the Group (A) shareholders to nominate candidate for the Board of Directors shall not be valid unless a resolution is made by a special meeting of aforementioned shareholders in addition to the resolution of the General Meeting. The said special meeting shall be held after the General Meeting, but before the registration of the said amendment to the Articles. In the events when a meeting of the Group (A) shareholders is mandatory, the meeting shall be invited by the Board of Directors. If the Board of Directors does not invite for such meeting, any of the aforementioned shareholders may invite for it. At the meeting of the Group (A) shareholders, besides the conditions stated in this Article, the provisions of the related laws and the provisions of these Articles regarding the General Meeting shall apply as mutatis mutandis. Beneficiaries, who are entitled to participate into the General Meetings of the Company, can also participate into such meetings in the electronic media in accordance with Article 1527 of Turkish Commercial Code. The Company can establish electronic general meeting system that shall enable beneficiaries to participate into the General Meetings in the electronic media, to declare their opinions, to make proposal and to vote in accordance with the provisions of Regulation on General Meetings to be held in the Electronic Media at the Joint Stock Companies as well as it can purchase services from the systems constituted for this purpose. Beneficiaries and their representatives are ensured to use their rights as stated in the provisions of afo
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