ACISELSAN ACIPAYAM SELÜLOZ SANAYİ VE TİCARET ANONİM ŞİRKETİ ARTICLES OF ASSOCIATION
At the end of this articles of association, a joint stock company has been established by the founders whose names and surnames and addresses are written in accordance with the provisions of the Turkish Commercial Code regarding the “instant ” establishment of joint stock companies.
The title of the company is “Acıselsan Acıpayam Selüloz Sanayi ve Ticaret Anonim Şirketi” and will hereinafter be referred to as the “Company” in this articles of association.
PURPOSE AND SUBJECT
The main objectives and subjects of the company are as follows:
1) Producing, purchasing and selling cellulose and cellulose derivatives.
2) Producing, purchasing and selling sodium carboxymethyl derivatives.
3) Engaging in necessary industrial, economic and commercial activities in order to obtain the necessary raw materials, auxiliary materials, semi-finished products and products in relation to production.
4) Carrying out necessary industrial, economic and commercial activities in order to utilize the production wastes.
5) Importing, exporting and trading all kinds of chemicals.
6) Carrying out all kinds of agricultural activities in order to utilize the immovable properties in its possession.
7) Conducting and having consultancy, commitment and project works.
8) Buying, selling, constructing / leasing all kinds of movable and immovable property, establishing and assigning mortgages, pledges and all kinds of legal rights on them, selling surplus immovable properties when required by the company’s interest, transferring them to public institutions, donating this subdivision and abandonment for purpose.
9) Carrying out or having research and development activities in study subjects.
10) Making industrial investments with import, export and trade affairs related to its field of activity.
11) Performing all kinds of financial, commercial, administrative, legal and technical work and transactions other than those shown above. In order for the above-mentioned works to be carried out in accordance with the provisions of the legislation in force and to be enacted, the company provides the necessary explanations to be sought by the Capital Markets Board within the scope of special cases in order to comply with the provisions of the articles of association and the Corporate Governance Principles of the Capital Markets Board and to enlighten the investors:
a-It acquires and buys or sells the licenses and privileges which are related to the activities of the company and which are found to be beneficial for these activities. It can cooperate with local and foreign individuals and organizations on these issues within the framework of the legislation provisions.
b-Public legal entities and private law real and legal persons established in accordance with the real center or on-site management principles operating in the country and abroad, as required by the activities of the company, can make, in any capacity, trade, rent, exemption commission, power of attorney service, bail, consultancy, dealership, agency, contracting, transit and can enter into any legal agreements. It can make internal and external technical assistance, know-how agreements, gain industrial rights such as patent, patent, lease, rent, take mortgage or pledge, buy and sell pledge and mortgage, and transfer them.
c- It can buy sales store central display places, commodity storage and distribution facilities; it can rent, lease them, build them, sell and transfer them partially or completely, and give pledges and mortgages to other persons and organizations.
d- It can take pledges and mortgages the property rights of real estates, whose rights are recorded in the land registry as real estate, are registered in the property ownership register, construction, resource usufruct, and other easement rights on real estates, property rights, pledge rights including mortgages and other real rights on real estates, including the promise of selling real estate. These real and personal rights may be transferred and waived, may be granted to others, terminated, registration annotation and cancellation may be made. It can carry out all these transactions for and against the company.
e-It can buy, sell, rents and save all kinds of movable and immovable properties, can buy these goods, have them rebuilt or sell them, can take pledges or mortgages in favor of their receivables, can establish real or personal servitude. It can become indebted in short, medium or long terms, if necessary, can enter into contracts with domestic and foreign banks, factoring, leasing and financial institutions for its own needs, can show its goods and real estate as pledge and mortgage in return for its debts, can give pledge or mortgage.
f- Provided that it is not qualified as securities portfolio management and brokerage activities; It can establish partnerships with local and foreign real and legal persons and organizations in accordance with the legislation in force and participate in established partnerships; It may acquire and dispose of all kinds of securities and capital shares, join or become a member of professional organizations.
g-It can perform all kinds of financial, administrative and commercial savings, commitments and activities within the country and abroad, within the boundaries of the subject of participation.
h- It can open branch, agency, distributorships and representation offices in the country and abroad, establish liaison offices, make representation, agency, dealership and distributorship of local and foreign real and legal persons, can recognize such rights to others, franchise, agency, distributorship and representation offices.
I-The company can make donations in a way that does not interfere with its own purpose and subject, provided that it does not contradict the regulations of the Capital Market Law on the transfer of hidden earnings, the necessary special case explanations are made and the donations made during the year are submitted to the information of the partners in the general assembly. In case the Company makes and changes in its purpose and field of business, the necessary permits are required to be obtained from the Ministry of Customs and Trade and the Capital Markets Board.
THE HEAD OFFICE AND BRANCHES OF THE COMPANY
The headquarters of the company is Acıpayam district of Denizli province. Its address is: Acıselsan Caddesi No:1 Acıpayam/Denizli. In changes in address, the new address is registered at the trade registry and announced in Turkish Trade Registry Gazette and is also notified to the Ministry of Customs and Trade and the Capital Markets Board. Notification that is made to the registered and published address is deemed as having been made to the Company. For a Company that has departed from its registered and announced address but has not registered its new address within the due time, this circumstance is deemed as a cause for termination. The company may open branches and representation offices domestically and abroad in accordance with the Board of Directors decision and the provisions of the Turkish Commercial Code and other relevant legislation by informing the Ministry of Customs and Trade and the Capital Markets Board.
THE TERM OF THE COMPANY
The company term is indefinite.
The Company has adopted the registered capital system in accordance with the provisions of the Capital Markets Law, and has passed to the registered capital system with the permit of the Capital Markets Board dated 11.04.1984 and numbered 97. The registered capital up limit of the company is 30,000,000. (Thirty million) TL and is divided into 30,000,000 (Thirty Million) bearer shares, each with a nominal value of 1 (one) Turkish Lira. The registered capital ceiling permit issued by the Capital Markets Board is valid for the period between 2017-2021 (5 years). Even if the allowed registered capital ceiling is not reached at the end of 2021 , it is compulsory to obtain authorization for a new period from the general board, in order to obtain a permit from the Capital Markets Board for the previously allowed ceiling or a new ceiling, in order for the board of directors to be able to make a capital increase resolution after 2015. Capital increase may not be made by a board of directors’ resolution in case such authorization cannot be obtained. The issued capital of the Company is 10.721.700 TL (Ten-Million-Seven-Hundred-Twenty-One–Thousand-Seven-Hundred-Turkish-Liras), and the said issued capital has been fully paid up as free of collusion. The shares representing the capital are tracked by record within the scope of the dematerialization principles. The Board of Directors is authorized to increase the issued capital by issuing new shares to the registered capital ceiling and take decisions on subjects of limitation of shareholders’ right to take new shares and premium shares export, when required, in conformity with Provisions of the Capital Markets Law, between 2017-2021. The authorization to limit the right to acquire new shares may not be used in such a way that will cause inequality between the shareholders. If the registered capital upper limit is reached by issuing shares up to the registered capital amount by the Board of Directors, the Capital Markets Board’s permission is obtained for the determination of the new registered capital amount or the change of the Registered Capital amount, and the procedures for amending the articles of association are respected.
ELECTION AND DUTIES OF THE BOARD OF DIRECTORS
The number of members of the Board of Directors is at least 5 and at most 9 members. The Capital Markets Law and regulations of the Capital Markets Board regarding independent members to be elected to the Board of Directors are reserved. The Board of Directors manages and represents the company. The duties, rights and powers granted to the independent members of the board of directors in the Capital Markets Law and related legislation are reserved. The Board of Directors is obliged to establish the committees and commissions stipulated in the legislation. Apart from these committees, it may also establish commissions and committees responsible for executing or observing the implementation of the decisions and policies regarding company affairs. In the formation of these committees, the regulations in the Capital Market legislation are observed.
TERM OF THE BOARD OF DIRECTORS
Members of the Board of Directors are elected for a maximum of three years and serve until new Board Members are elected and can be re-elected. If the General Assembly finds it necessary, it can change the members of the board at any time. The Capital Markets Law and regulations of the Capital Markets Board are reserved.
The Board of Directors meets as the company’s business and activities require. The articles and provisions of the Turkish Commercial Code regarding meeting and decision quorums are applied. The Capital Markets Law and regulations of the Capital Markets Board rare reserved. Payments of the members of the Board of Directors are determined by the General Meeting. The General Assembly determines the remuneration of independent and non-independent members in accordance with the Capital Market legislation.
REPRESENTATION AND BINDING OF THE COMPANY
The Board of Directors is responsible to manage and represent the Company. The Board of Directors is entitled to assign the management partly or wholly to one or several members of the Board of Directors or a third party, as per an internal directive that it shall prepare. All documents that will be issued or contracts that will be made by the Company are required to bear the signature of two individuals, who are authorized to bind the Company, placed under the title of the Company, in order to be valid. The Board of Directors may assign its representation authority to one or more executive members or third parties as the manager. However, at least one member of the Board of Directors must have the representation authority.
The auditor is elected by the Company’s General Assembly in accordance with the Turkish Commercial Code, Capital Market Law and Communiqués. The auditor is obliged to fulfill the duties stipulated in the Turkish Commercial Code and the Capital Market Law.
General assemblies convene ordinarily and extraordinarily and take decisions in accordance with the provisions of the Turkish Commercial Code and capital market legislation and the provisions of this contract.
a) Meeting Time: Ordinary general assembly convenes within three months from the end of the Company’s fiscal period and once a year, and discusses and resolves the issues on the agenda prepared by the board of directors as specified in Article 409 of the Turkish Commercial Code. The dismissal of the members of the board of directors and the election of new ones are deemed to be related to the discussion of the year-end financial statements. Extraordinary general assembly convenes in cases required by the Company’s business or in case of occurrence of the reasons stated in Articles 410, 411 and 412 of the Turkish Commercial Code and in accordance with the provisions written in the Turkish Commercial Code, capital market legislation and this articles of association and takes the necessary decisions. Without prejudice to Article 438 of the Turkish Commercial Code, issues that are not on the agenda cannot be included in the agenda.
b) Method of Invitation: Invitation to these meetings is made in accordance with Article 414 of the Turkish Commercial Code. The provisions of the capital market legislation are reserved. So that; The general assembly may be called for a meeting by the board of directors, even if its term has expired.
c) Meeting Place: General Assembly meetings are held at the Company headquarters or at a convenient location in the city where the company headquarters is located.
d) Right to Participate: Article 415 of the Turkish Commercial Code is applicable for the shareholders to attend the meeting. The Board of Directors prepares the list of attendants according to the “shareholders chart” to be provided by the Central Registry Agency regarding the holders of the shares that are tracked by registration as per the Capital Markets Law. Regarding the shares that are not monitored in record, the holders of the shares that are not registered or registered shares and the certificate holders are determined according to the share register records while the holders of the bearer shares are determined according to the list of the receivers of the entrance card. The provisions of the Capital Market Legislation regarding the prohibition of the transfer of shares limited to the date of the general assembly meeting in terms of shares monitored in record.
e) Right to Vote: Each shareholder present at the ordinary and extraordinary general assembly meetings has 1 (one) voting right. Shareholders vote in proportion to the total nominal value of their shares, in accordance with Article 434 of the Turkish Commercial Code. Shareholders may have themselves represented at the General Assembly in accordance with the provisions of Articles 427-431 of the Turkish Commercial Code. Relevant regulations of the Capital Markets Board are observed regarding voting by proxy. Votes in general assembly meetings are cast according to the internal directive to be prepared by the board of directors in accordance with the regulations of the Ministry.
f) Meeting and Decision Quorum: Ordinary and extraordinary general assembly meeting and decision quorums are subject to the provisions of the Turkish Commercial Code and the Capital Market Law and the relevant legislation.
g) Presence of a Ministry Representative: It is essential that the Representative of the Ministry of Customs and Trades is present at the ordinary and extraordinary general assembly meetings. Decisions taken at the general assembly meeting in the absence of the Ministry representative are invalid.
h) Attending General Board meeting in electronic media: Right-holders who are entitled to attend the general board meetings of the Company may also attend these meetings in the electronic media, as per article 1527 of the Turkish Trade Law. The Company may either establish an electronic meeting system which will enable right-holders to attend these meetings in the electronic media and vote, or procure services from systems that have been established for these purposes, as per the provisions of the Communique on General Boards that will be held in the Electronic Media in Joint Stock Companies. It is ensured that the right-holders and their representatives are able to exercise their rights set forth in the provisions of the referred Regulation through the established system as per this provision of the articles of association in all general board meetings to be held.
AMENDMENTS TO THE MAIN CONTRACT
After obtaining permission from the Capital Markets Board and the Ministry of Customs and Trade, the general assembly to be invited in accordance with the provisions of the TCC and the articles of association shall be decided within the framework of the provisions specified in the TCC, Capital Market Legislation and Articles of Association. Amendments in the main contract become effective as of the date of announcement after being duly authorized and registered in trade registry.
The announcements of the company are made in accordance with the regulations of the Turkish Commercial Code, the Capital Market Law and the Capital Markets Board.
DETERMINATION AND DISTRIBUTION OF PROFIT
The Company complies with the regulations in the Turkish Commercial Code and capital market legislation in the matter of profit distribution and reserve funds allocation. The amount that remains after deducting the overhead expenses and the amounts that are required to be paid or reserved by the Company such as various depreciation, and taxes that are compulsory to be paid by the company’s legal entity from the revenues of the Company determined at the end of the operating term, and the term profit foreseen in the annual balance is distributed as explained below, after deducting the losses of the previous year, if any: General Legal Reserves:
a) 5% is allocated to legal reserves. First Dividend:
b) From the remainder, the first dividend is set aside over the amount to be found by adding the amount of donations made during the year, if any, within the framework of the profit distribution policy to be determined by the general assembly and in accordance with the provisions of the relevant legislation.
c) After the above deductions are made, the General Assembly has the right to decide on the distribution of the dividend to the members of the board of directors, civil servants, employees and workers, foundations established for various purposes and persons and institutions of similar nature. Second dividend:
d) The General Board is authorized to distribute the amount remaining after deducting the amounts set forth in items (a), (b) and (c) from the net term dividend, as second dividend or reserve it as voluntary reserve as per article 521 of the Turkish Trade Law, either partially or completely. General Legal Reserve:
e)One tenth of the amount calculated by deducting the 5% of the amount that is decided to be distributed to the shareholders and other individuals participating in the profit is added to the legal reserve as per the second paragraph of article 519 of the TTL.
Unless the reserve funds are not separated as required by law, unless the profit share determined for shareholders is not distributed in cash and/or as share, an other reserve fund can’t be spared, profit can’t be transferred to the following year and the profit share distribution to the board members, officers, employees and workers, to various institutions and similar persons and/or foundations can’t be decided. Profit share is distributed equally to all of the existing shares as of the date of distribution, irrespective of their issuance and acquisition dates.
The Company may distribute advance dividends to its associates within the framework of the Capital Market Law and the regulations of the Turkish Commercial Code. The way and time of distribution of the profit determined to be distributed is decided by the general assembly upon the proposal of the executive board in this matter. A profit distribution resolution made by the general board may not be revoked as per the provisions of these articles of association.
All company shares can be bought and sold freely and without any restrictions. In the transfer of shares, Turkish Commercial Code, Capital Market Law, Capital Markets Board regulations, other relevant regulations of the Capital Market legislation, Central Registration System rules and other regulations regarding the dematerialization of shares are complied with.
EXPORT OF BONDS AND OTHER CAPITAL MARKET INSTRUMENTS
The company, in accordance with the provisions of the Turkish Commercial Code, Capital Market Law and other relevant legislation, may issue bonds, financing bills, exchangeable bonds and other capital market instruments within the framework of the decisions of the general assembly.
FINANCIAL STATEMENTS AND REPORTS
The financial statements, the reports to be issued as foreseen by the Capital Markets Law and the independent audit report are prepared and disclosed to the public within the scope of the methods and principles determined by Capital Markets Law.
RELATIONS WITH SHAREHOLDERS UNIT
A “Shareholder Relations Unit” is established within the company in order to protect and facilitate the use of shareholders’ rights, in particular the right to obtain and review information. The formation and duties of the Shareholder Relations Unit and its working principles are determined by the Board of Directors of the Company in line with the Capital Markets Board regulations.
PUBLIC DISCLOSURE AND TRANSPARENCY
The company establishes an information policy which specifies what information, other than those specified by the legislation, will be disclosed to the public, how, how often and in what ways this information will be made public, how often the board of directors or managers will meet with the press, how often meetings will be held to inform the public, he method to be followed for questions asked to the company and similar issues.
The Board of Directors prepares the annual report in such a way as to ensure that the public has access to complete and accurate information about the company’s activities in accordance with the Corporate Governance Principles of the Capital Markets Board.
HUMAN RESOURCES POLICY OF THE COMPANY
The principle of providing equal opportunities to people under equal conditions is adopted while creating recruitment policies and career planning. All rights provided to employees are applied fairly, training programs are carried out to increase the knowledge, skills and experience of employees, and training policies are established.
ETHICAL RULES AND SOCIAL RESPONSIBILITY
A directive on ethical rules is prepared by the company’s board of directors. The activities of the company are carried out within the framework of the ethical rules announced to the public through the website. The company is sensitive to its social responsibilities; It complies with regulations regarding the environment, consumers, public health and ethical rules. The company supports and respects internationally recognized human rights. It fights all forms of corruption, including extortion and bribery.
COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES
The Corporate Governance Principles that are made obligatory by the Capital Markets Board are complied with. Capital Markets Board’s regulations on corporate governance are complied with in transactions that are considered to be important with respect to the implementation of Corporate Governance Principles and all related party transactions of the company and transactions for giving guarantees, pledges and mortgages to the benefit of third parties.
The provisions of the Turkish Commercial Code, Capital Market Law and relevant legislation are applied for the matters not included in this articles of association.