PINAR SÜT MAMULLERİ SANAYİİ ANONİM ŞİRKETİ - PDF

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PINAR SÜT MAMULLERİ SANAYİİ ANONİM ŞİRKETİ ARTICLES OF ASSOCIATION TRANSLATION ESTABLISHMENT: Article 1- A joint stock company has been incorporated between the incorporators whose names and domiciles

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PINAR SÜT MAMULLERİ SANAYİİ ANONİM ŞİRKETİ ARTICLES OF ASSOCIATION TRANSLATION ESTABLISHMENT: Article 1- A joint stock company has been incorporated between the incorporators whose names and domiciles are written below, in accordance with the provisions of the Commercial Code governing instantaneous incorporation of joint stock companies. Founders Address Nationality l. Yaşar Holding A.Ş Cumhuriyet Meydanı Meydan Apt. K.l0 İZMİR 2. Durmuş Yaşar Yalı Cad. No.382 Karşıyaka/İZMİR 3. Selçuk Yaşar l743 Sok. No.5 Karşıyaka/İZMİR 4. Selman Yaşar Set Üstü No.23 Kabataş/İSTANBUL 5. İbrahim Yücesan l725 Sok. No.26 Karşıyaka/İZMİR 6. Türkiye İş Bankası A.Ş Mensupları Emekli Sandığı 7. Koç Holding A.Ş Meclisi Mebusan Cad. No.53 Fındıklı/İSTANBUL 8. Lütfi Krom Yalı Cad. No.342 Karşıyaka/İZMİR 9. Enver Saatçıgil Şair Eşref Bul. No.45 İZMİR TRADE NAME Article 2- The trade name of the company is PINAR SÜT MAMULLERİ SANAYİİ ANONİM ŞİRKETİ. SCOPE AND PURPOSE Article 3- Mainly the purpose and subject of the corporation are: a. Manufacture and trade resistant (sterilized) milk, yoghurt, drinkable yoghurt, cheese and sorts thereof, butter, cream, ice cream, milk powder and products yielded from processing Thereof, mayonnaise, catch-up, tomato paste and salad sauces, mustard extract, packed fruit juices, honey, jam marmalade, compote and packed food stuff of kind; b. Purchase, sell, breed cows and other dairy animals and import the same when required; c. Purchase, import, sell and export stocks of any kind particularly cattle, sheep and goats, frozen flesh and similar products; d. Purchase, import, sell and export plant seeds, artificial seeds and animal seeds of any kind and relevant equipment thereto; e. Cultivate, purchase, sell and export olive and olive products; f. Become member of manufacturers unions and associations related to the business of the company, having been and to be incorporated; g. In order to strengthen the social responsibility and to contribute the society s healthy development, both in and out of the company to make researches, support researches and trainings, issue results and establish an institute to deal with this purpose. h. Manufacture feed and food and trading thereof; ı. Establish organizations of sales, distribution and marketing related to the purpose and occupation field thereof; i. Open branches and representatives either internal country or abroad; j. Import, purchase, install, operate or sell raw, semi-product and finished product substances and materials, machinery, tools and complete plants related to the purpose and occupation field thereof; k. Install, operate, hire let too rent or sell warehouses and cooling plants related to the purpose and occupations field thereof; l. Purchase licenses, patent rights concerning the business of the company and have the same registered and obtain representative thereof on the name of the company; m. Take over any commercial enterprise concerning the business of the company by means of whatsoever and howsoever manner, merger such enterprises or become partner of present companies; n. Perform importation, exportation, exportation, trading either internal or external and industrial investments concerning the business of the company; o. Company, where its purpose and occupation field so require, may utilize, operate, hire, let to rent, purchase or sell any movable, immovable, intangible tools and commodities, accept and grant mortgage and pledge, set the rights of unification, separation, cancellation and servitude and similar related to immovable, set and release real rights in favor of and against of the company, obtain and legislation related to credit transactions, grant surety provided that the necessary explanation required by the Board of Capital Market would be made in order to illuminate the investors in scope of special situations, and set mortgage on the immovable of the company for the debts of third parties. ö. Grant assistance and donation to foundations, associations having been established for various purposes and universities within the frame of the regulations of the Capital Market Act. Essential is to comply with the principles specified by Capital Market Board in the matter of that company would grant guarantee, surety, and security or set pledge right including mortgage on its behalf and in favor of 3 rd persons. HEAD OFFICE AND BRANCHES OF COMPANY Article 4- Head office of company is in İZMİR, at Şehit Fethi Bey Cad. No.l20. In case of change in the address, such new address shall be registered in the related Trade Registry, and announced on Trade Registry Gazette. Any notifications served to the address registered and announced as such shall be deemed served to the Company. Although, Company shall have left the address registered and announced, failure to have registered the new address for a prolonged period may be a reason for dissolution of the same. Company may open branches either internal country or abroad under the provisions of Trade Code, Capital Market Code and other relevant legislation. In case of opening and closing branch, such situations shall be registered with Trade Registry and published on Trade Registry Gazette of Turkey. EXPIRATION PERIOD OF THE COMPANY ARTICLE 5- Expiration period of the company is indefinite. Dissolution is held as per the provisions of Commerce Code. REGISTERED CAPITAL Article 6- Company had adopted Registered Capital System and transited to this system upon resolution of Capital Market Board dated 20/11/1987 and with nr Registered Capital of the Company is TRY (EIGHTY MILLION TURKISH LIRA). Value of each share: 1 Kr. Permission released by Capital Market Board for registered capital ceiling is valid for the period of 5 (five) years in between Even if permitted registered capital ceiling would not have been achieved at the end of the year 2017, the Board of Directors would have to obtain authorization from the general assembly for a new period in order to pass a resolution of increasing capital upon obtaining permission from Capital Market Board after the year In case of failure to obtain such authorization, Company shall be deemed exited from registered capital system. Issued Capital of the Company is ,25 TRY corresponding to shares total consisting of A group registered shares corresponding to TRY B group registered shares corresponding to TRY C group bearer s shares corresponding to ,25 TRY Shares representing capital are traced through deposits in frame of capitalization principles. Out of issued capital, the part in sum of ,25 TRY was covered from capital resources and contributed into capital as no par share, the part in sum TRY instead was paid up cash in advance. Board of Directors is authorized to pass resolutions regarding to increasing capital by means of issuing new registered and/or bearer s shares in amount up to registered capital ceiling, from time to time in between the years under the provisions of Capital Market Code and in compliance to Capital Market Board regulations. Board of Directors is authorized to pass resolutions regarding to regulating new capital needs in separate groups as registered or bearer s, issuing shares with value higher or lower than nominal value, restricting rights of shareholders to acquire new shares and restricting rights of preference shareholders under the provisions of Capital Market Code. Present shareholders shall be furnished with new shares in proportion of their shares as the result of the capital increase made through the capital resources. ISSUANCE OF BONDS AND SIMILAR SECURITIES Article 7- Company may issue, any kind of bond, bond convertible to share, replaceable bond, bonds of golden silver and platinum, financing bonds, investment trust share, profit and loss partnership certificate, other capital market instruments acceptable to Capital Market Board as borrowing instrument in quality respect, and similar capital market instruments of any kind in order to sell natural and legal persons in country and abroad upon resolution of Board of Directors under the provisions of Capital Market Code and similar relevant legislation. Board of Directors is authorize to determine maximum amounts, types, maturity, interest and other conditions in connection with such issue and to furnish company management with power in this respect under the provisions of Capital Market Code. Regulations released under Capital Market Code and new regulations contained the relevant legislation shall be complied with in such issuance. BOARD OF DIRECTORS Article 8- Business and administration of Company are conducted by a Board of Directors consisting of 5, 7 and 9 members to be elected by General Assembly under the provisions of Commerce Code and regulations of Capital Market Board. Should Board of Directors consist of 5 members, 3 of them shall be elected among the nominees pointed out by A group shareholders, 1 member among those by B group shareholders and 1 member among those by C group shareholders; in case of 7 members, 4 among A group, 2 among B group and 1 among C group, and in case of 9 members, 5 among A group, 3 among B group, and l among C group. Managing Directors may be elected if Board of Directors so resolves. However, President of Board of Directors and Managing Directors are elected among members representing A group. Number and qualities of independent members to assume office in Board of Directors shall be determined under the Capital Market Board regulations concerning Corporate Management Principles. In the event that independent member fails to maintain independency, resigns or becomes unable to run the office, then procedures specified in Capital Market Board regulations shall be followed. It is essential to elect Members of Board of Directors among such persons furnished with fundamental knowledge on legal procedures regulating transactions and dispositions in connection with business field of company, trained and experienced in company management, having ability to investigate financial charts and reports and preferably college educated. DURATION OF THE BOARD OF DIRECTORS Article 9- The members of the board of directors are selected for a period of three years. They will be replaced at the expiry of this period. Provided that any member whose office period is expired may be reelected. In such changes, number and rate of members representing A, B, C groups shall be kept as such. Save, procedures for independent members determined under the Capital Market Board regulations concerning Corporate Management Principles are reserved, General Assembly may anytime replace the members of Board of Directors if it deems necessary even if election period is not expired. MEETINGS OF BOARD OF DIRECTORS Article 10- Board of Directors convenes as the business and affairs of company require. However, it is an obligation to convene once a month minimum. Board of Directors convenes with majority of whole members and resolves with majority of members present in meeting. REPRESENTATION, ADMINISTRATION OF COMPANY, DIVISION OF OFFICES, ASSIGNMENT OF POWERS Article 11- Administration of the company and representation and delegation thereof against outside belong to the board of directors. The board of directors may assign its powers of administration and representation to Managing Director/Directors or Managers, who would not be shareholders necessarily, together with minimum one member of board. Provisions of articles 371, 374 and 375 of Commerce Code are reserved. For all the documents from the company and all agreements to be executed by the company to be valid they should bear the signature of the president of the board of directors or the signature of the Managing Director, which they shall affix severally, or the signatures of any two members of the board of directors, which they shall affix jointly or the signatures of duly authorized persons, who would be authorized and whose manner of undersigning has been specified by the board of directors under the title of the company. RESPONSIBILITIES OF BOARD MEMBERS Article 12- Board of Directors is authorized to assign administration power partially or entirely to one or several board members or one third person under an internal directive it shall regulate. The Board of Directors elects one president and one vice president among the members thereof every year. Vice president chairs the meetings where the president is absent. Provision of second paragraph in article two of this Articles of Incorporation is reserved. Board of Directors is responsible to represent the company before official departments, courts and third persons, to perform any and all business included in the fields of occupation of company and any legal transactions on behalf of company, purchase and sales of real estates in scope of company and set and release real rights such as mortgage and similar thereon, reconciliation and assign arbitrator, prepare annual report and financial statements to be presented to general assembly, to offer amount of dividend divisible to general assembly and to fulfill duties attributed by laws and Articles of Incorporation. FEES OF BOARD OF DIRECTORS Article 13- The president and members of the board of directors shall be paid a certain fee per each meeting day or a monthly wage in addition to the share to be separated for them from the net profit under the provisions hereof. The general assembly determines the amount of such fee. AUDIT Article 14- Audits on accounts and transactions of Company are conducted under the provisions of Commerce Code and Capital Market Act legislations in force. RESPONSIBILITIES OF AUDITS Article 15- Cancelled. GENERAL ASSEMBLY Article l6- General assembly convenes ordinarily and extra ordinarily. The ordinary general assembly convenes within first three months following the account period of the company and once a year minimum; extraordinary general assemblies instead convene where and when the business requires and in accordance with the provisions written in law and the articles of incorporation. Matters contained in article 409 of Commerce Code are discussed and necessary resolutions are passed during general assembly meetings. Attending general assembly meeting in electronic media: Shareholders having right to attend to the general assembly meetings of Company, may participate in such meetings through electronic media under the article 1527 of Commerce Code. Company may either install electronic general assembly system or may utilize systems established for such purposes in order to ensure shareholders to participate in general assembly meetings through electronic media, to release comment, to cast vote under the provisions of the Regulation on General Assemblies to be Held in Electronic Media within Joint Stock Companies. During all such general assembly meetings, shareholders and representatives thereof shall be provided with any facility enabling them to utilize their rights stipulated in the provisions of regulation mentioned above under the provisions of Articles of Incorporation. PLACE OF MEETING Article 17- General assembly convenes in the head office of the company or in an adequate place of the city, in which the head office is located. PRESENCE OF TRUSTEE DURING THE MEETINGS Article 18- It is an obligation that the trustee of Ministry shall be present during either ordinary or extra ordinary meetings, and all papers shall be signed together. The resolutions being made in the meetings with lack of the trustee and the protocols of meetings without the signature of trustee are not valid. QUORUM Article 19- Quorum of general assembly meetings and other meetings will be subjected to the provisions of Commerce Law and Capital Market Law. VOTE Article 20- Shareholders and proxies thereof being present in the ordinary and extra ordinary general assembly meetings shall have one vote for each share they own. PROXY ASSIGNMENT Article 21- Shareholders may be represented in general assembly meetings by a proxy being a shareholder or not. Proxies being shareholders will be authorized to vote on their own name as well as on behalf of the principals thereof. The form of the power of attorney to be utilized shall be arranged and published by the board of directors within the frame of regulation of the Board of Capital Market. Save assignment of representatives through Electronic General Assembly System is reserved, any power of attorney to be released on this matter shall be in writing. ANNOUNCEMENTS Article 22- Issues to be necessarily announced by Company under Law, shall be published under the provisions of Commerce Code, and in accordance with such regulations, notifications issued in frame of aforesaid Code and in compliance to the relevant legislation. Matters of which mean of announcement was not specified in regulations shall posted to web site. Furthermore, newspapers on which meeting date and order of the day were published be consigned to shareholders by registered mail, provided that provision of article 29/2 of Capital Market Code is reserved. Announcements concerning call for general assembly shall be published minimum three weeks beforehand excluding announcement and meeting days, under the provisions of Commerce Code and article 29 of Capital Market Code. For Announcements concerning reduction of capital and liquidation, provisions of the relevant articles 473 and 532 of Commercial Code shall apply. For announcements to be published as an obligation under Capital Market Code, the relevant legislation shall apply. MODE OF CASTING VOTES Article 23- Save votes to be used through Electronic General Assembly System are reserved, Voting is applied by hand rising during the general assembly meetings. However secret poll shall apply upon demand of those representing ten percent of the capital represented by present shareholders. For the votes cast by proxy, regulations of Capital Market Board shall apply. FOUNDATION Article 24- The company may establish foundations in quality specified in article 522 of Commerce Code for its officers, employees and workers as well as may participate in such established companies. MODIFICATION OF ARTICLES OF INCORPORATION Article 25- Cancelled. FINANCIAL REPORTS Article 26- Financial statements and reports and independent auditor s report to be issued as foreseen by Capital Market Board are published to public within frame of procedures and principles determined by the Board. ANNUAL ACCOUNTS Article 27- The account period of the company starts with the first day of January and ends the last day of December. DIVISION OF PROFIT AND RESERVES Article 28- After deduction of expenses of any kind, and expenses to be paid obligatory by the Company, and amortizations and provisions from the income of the Company, as well as Taxes payable by Legal Person Company and deduction of losses over former years, by the end of fiscal, the remaining amount constitutes the basis for profit division. From this profit; a) 5% is set aside as legal reserve until it reaches at the twenty percent of paid up capital under the article 519 of TTC. b) From the remainder, together with addition of donation within year if any, first dividend is set aside within the profit share policy of general assembly and under the relevant legislation. From the remainder; c) An amount as much as 3% may be set aside for any plant to be established within the company upon approval of General Assembly and under the article 522 of Commerce Code. d) An amount as much as 5 % may be set aside as consideration for allocation of Board of Directors and for the matters to be assigned by Board of Directors. e) 5 % may be set aside for social aids, premiums, bonus etc. as to be specified by Board of Directors. f) General Assembly is authorized either to distribute as second dividend partially or entirely or to set aside as legal reserve
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