• Current Articles of Association of Setaş Construction Trade and Industry Joint Stock Company

    13/04/2020

     

    Establishment

    Article 1: A Joint Stock Company has been established among the founders whose names and residences are written below, in accordance with the provisions of the Turkish Commercial Code regarding the (Sudden) Establishment of Joint Stock Companies.

    (Trade Registry Gazette, Date: 28 October 1975 issue: 246)

    Name of the Company Article 2:

    Setaş Construction Trade and Industry Joint Stock Company.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Purpose and Subject

    Article 3:

    1- Domestic and International construction and installation contracting,
    2- Manufacturing, industry, trade, representation, import and export of materials related to construction, machinery, all kinds of land, air, sea vehicles and installations,
    3- All kinds of passenger vehicles, automobiles, minibuses, jeeps, off-road vehicles, trucks, construction equipment and their types, etc., both motorized and non-motorized, whether they are owned by them or obtained from third parties and institutions in any other way, both domestically and abroad. To purchase, sell, rent and operate land vehicles, all kinds of motorized and non-motorized marine vehicles, yachts, ships, tugboats, etc. and all kinds of motorized and non-motorized aircraft, all kinds of machinery and equipment, all movable and real estate,
    4- All kinds of natural gas facilities, infrastructure, superstructure, installation and operation related works, feasibility, survey, project, construction, consultancy, control and supervision, construction, service, subscriber information systems, shipment control center, spatial asset management systems. To carry out maintenance, service and repair works, meter reading, billing, notification distribution, opening-closing, service and support services. In order to achieve this goal, to purchase all kinds of goods and services, to obtain and provide representation, agency, dealership and to engage in activities such as purchasing, renting or renting all kinds of vehicles, labor force, machinery and equipment to achieve this goal.
    5- To carry out technological destructive and non-destructive examinations of all kinds of industrial resources and materials using gamma ray, magnetic particle and ultrasonic devices, to evaluate them and to carry out quality controls. To establish, have established and operate laboratories and workshops related to this subject.
    6- Carrying out natural gas transmission activities. To carry out all investments and operations related to this business, including natural gas transmission line investment on land and at sea, relevant coastal facilities at sea, all kinds of aboveground and underground storage facilities, piers, docks, shelters, docking buoy systems, and necessary port services.
    7- In order to achieve the above-mentioned goal,
    a) To purchase the necessary machinery and installations, movable and immovable properties, to transfer and assign them, to rent, to lease, to establish easement rights, real estate liability condominiums and floor easements on real estates, to acquire, transfer and relinquish. To construct the necessary buildings and installations on real estate. Donating (granting) the real estate he owns
    b) To obtain mortgages, to give mortgages, to give pledges, to take hostages, to receive and give other guarantees, to release (remove) mortgages and pledges in order to secure the debts and receivables of the company in relation to the purpose of the company. To provide all kinds of in-kind and cash guarantees for the debts of the company's legal entity or third legal persons that have arisen or will arise, to establish a mortgage on its immovable properties for this purpose, to establish a commodity pledge on its commercial enterprises and movable properties, to sign commercial bills as a guarantor or to sign commercial bills as an endorser for this purpose.
    c) To acquire, rent and lease the machinery and vehicles required for the company's business and to make personal and in-kind dispositions on them.
    d) To conclude long, medium and short term stability contracts for the company from domestic and foreign markets, to provide comprehensive and surety loans, commodity letters of credit, investment loans, overdraft loans, advance loans on bonds and similar loans.
    e) To undertake all kinds of export, import, trade, including manufacturing, and commission undertaking and representation in the country and abroad in relation to the purpose of the company..
    f) To make industrial and commercial investments within the scope of activities of the company. To carry out all kinds of financial, administrative, commercial, industrial, savings and activities in order to realize the purpose of the company.

     

    g) The company may open, purchase, sell, transfer, take over, rent and establish branches in the country and abroad related to its field of activity.

    (Trade Registry Gazette, Date: 13 April 2020 number: 100057)

    Company Headquarters
    Article 4:
    The company's headquarters is in the Central District of Ankara. Address: Nasuh Akar District 1400 Street .

    No:34/3 Balgat Çankaya, 06520 Ankara. In case of a change of address, the new address is registered in the trade registry and announced in the Turkish Trade Registry Gazette. Notification made to the registered and announced address is deemed to have been made to the company. For a company that has left its registered and announced address but has not registered its new address in due time, this situation is considered a reason for termination.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Duration of the Company Article 5:

    The term of the company is indefinite. However, the general assembly may limit the duration of the company by amending the articles of association by complying with the meeting and decision quorums specified in the law.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Capital

    Article 6:

    The capital of the company is 64,000,000 Turkish Liras, divided into 64,000 shares of 1,000 TL each. This capital
    1-55,040,000 Turkish Liras, corresponding to 55,040 shares, was given to Abdullah Rasim Akdoğan.
    2-6,400,000 Turkish Liras, corresponding to 6,400 shares, will be given to Gülten Sevin Akdoğan.

    3-1.280 adet hisseye isabet eden 1.280.000,-Türk Liralık kısmı Mehmet Yılmaz Akdoğan’a
    4- 1,280,000 Turkish Liras, corresponding to 1,280 shares, belongs to Akın Can Akdoğan, and the old capital has been paid in full. This time, the increased amount of 9,000,000,-TL (Nine Million TL) was covered from the net profit of the period and previous years' profits in the 2017 Balance Sheet, determined by the report of CPA Zeynep Yılmaz dated 25/05/2018 and numbered 2018/3. Shares are registered.
    Bearer shares cannot be issued unless the entire capital is paid. The transfer of registered shares is invalid unless it is approved by the Board of Directors and recorded in the share ledger. The Board of Directors decided to print the shares in denominations of 1,000 TL.

    (Trade Registry Gazette, Date: 18 June 2018 number: 9601)

    Board of Directors

    Article 7:

    The affairs and administration of the company are carried out by a board of directors consisting of at least one (1) and at most five (5) members elected by the general assembly within the framework of the Turkish Commercial Code Provisions.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Term of the Board of Directors

    Article 8:

    Members of the Board of Directors are elected for a period of (3) years. At the end of this period, a new Board of Directors is elected. It is possible for former members to be re-elected in this election. It is not mandatory for Board Members to be shareholders.

    Legal entities can also be elected as members of the Board of Directors.
    The General Assembly may change the members of the Board of Directors at any time if it deems necessary. (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Board Meetings

    Article 9:

    The Board of Directors meets whenever company business requires, but it is mandatory to meet at least once a month.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Representing and Binding the Company - Distribution of Duties of Board Members
    Article 10:
    The management of the company belongs to the Board of Directors. The representation and binding of the company is with the Chairman of the Board of Directors.

    It is represented and bound by the individual signature of the General Manager to be appointed by the Board of Directors. These persons may partially or completely transfer their powers of representation and binding to company partners or third parties by power of attorney. The board of directors elects a chairman and a vice-chairman among its members at its first meeting.

    The Board of Directors determines the working hours and wages of the General Manager. The Board of Directors is authorized to dismiss the General Manager at any time.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Powers of the Board of Directors and the Manager
    Article 11:
    The Company's Board of Directors and the Company Manager are exclusively responsible for the General Directorate in accordance with the provisions of the Turkish Commercial Laws.

    To take decisions and execute all matters other than those for which the Board is authorized. To carry out all kinds of ordinary and extraordinary transactions and dispositions for the realization of the Purpose and Subject of the Company.

    		 
     

    is a graduate.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Remuneration of the Board of Directors

    Article 12:

    The remuneration of the Board of Directors will be decided at the annual General Assembly meetings.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Audit

    Article 13:

    In accordance with the fourth paragraph of Article 397 of the Turkish Commercial Code, if the company falls within the scope of companies that will be subject to audit, an auditor is selected by the General Assembly in accordance with Article 399 of the Turkish Commercial Code. The auditor is obliged to fulfill the duties stipulated in the TCC.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    General Assembly

    Article 14:

    General Assemblies convene ordinary and extraordinary. Ordinary general assemblies convene within 3 months from the end of the company's accounting period and at least once a year; extraordinary general assemblies convene whenever and wherever required by the Company's business.

    At General Assembly meetings, each shareholder's voting right is determined by dividing the sum of the nominal value of the shares he owns into the sum of the nominal value of the company's capital.
    hThe shareholder can attend the general assembly meetings himself or send a representative who may or may not be a shareholder.

    SIn the company's general assembly meetings, the issues written in Article 409 of the Turkish Commercial Code are discussed and the necessary decisions are taken. General Assembly meetings and the decision quorum in these meetings are subject to the provisions of the Turkish Commercial Code.

    The General Assembly meets at the company's headquarters or at a convenient location in the city where the headquarters is located. The Board of Directors prepares a directive containing the rules regarding the working procedures and principles of the general assembly in accordance with the relevant provisions of the Turkish Commercial Code and the regulations and communiqués issued within the framework of this law and submits it to the general assembly for approval. The internal directive approved by the General Assembly is registered and announced.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Having a Ministry Representative at the Meeting
    Article 15:
    In both ordinary and extraordinary General Assembly Meetings, TCC No. 6102

    In cases stipulated in the legislation, the relevant Ministry Representative must be present and the meeting minutes must be signed by the representative together with the relevant parties. In cases where it is not foreseen, the General Assembly can be held without the Ministry Representative.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Meeting Quorum Article 16:

    General Assembly meetings and the quorum at the meetings are subject to the provisions of the Turkish Commercial Code.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Rey
    Article 17:
    Shareholders or their proxies present at the Ordinary and Extraordinary General Assembly meetings

    will have one vote for each share.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Appointment of Proxy

    Article 18:

    Shareholders may have themselves represented by other shareholders or a proxy appointed from outside at the General Assembly meetings. Proxies who are shareholders of the company are authorized to use the votes of the shareholders they represent, in addition to their own votes. The Board of Directors determines and announces the form of the authorities.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Advert
    Article 19:
    SAnnouncements of the company, without prejudice to the provisions of the 4th paragraph of the 35th article of the Turkish Commercial Code.

    It is made at least fifteen days in advance in a newspaper published in the location where the company headquarters is located. If the newspaper is not published in the local area, the announcement is made in the newspaper closest to the location. However, the announcement(s) regarding the convocation of the general assembly for the meeting must be made at least two weeks in advance, excluding the announcement and meeting days, in accordance with the provision of Article 414 of the Turkish Commercial Code. For announcements regarding capital reduction and liquidation, the provisions of Articles 474 and 532 of the Turkish Commercial Code apply. If a 100% meeting quorum is achieved, a meeting can be held without requiring an announcement. In accordance with Article 416 of the Turkish Commercial Code, one of the owners or representatives of all shares may object.

    		 

    If there is no such meeting, they may convene without complying with the call procedure in Article 414 of the Turkish Commercial Code and make decisions as long as the quorum is present, provided that the provisions regarding participation in the general assembly and holding general assembly meetings are reserved.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    How to Use Ratings

    Article 20:

    At General Assembly meetings, votes are given by show of hands. However, it is necessary to resort to secret voting upon the request of those who own one tenth of the capital represented by the shareholders present.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Amendment of the Articles of Association

    Article 21:

    The completion and implementation of all changes to this Articles of Association will become valid as of the date of their announcement, after being registered in the trade registry.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Annual Accounts

    Article 22:

    The company's accounting year starts on the first day of January and ends on the last day of December. However, it includes the period between the date of definitive establishment of the company and the last day of December of that year, excluding the first accounting year.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Profit Determination and Distribution

    Article 23:

    The company's net profit for the period is the amount remaining after deducting all expenses incurred. 5% of the net period profit is allocated to the first order, general legal reserves, until it reaches 20% of the paid capital, and 5% of the remaining amount is distributed to the shareholders as dividends. Dividend is calculated in proportion to the payments made by the shareholder to the company for the basic capital share.

    The remaining part of the net period profit is distributed in the manner and manner determined by the general assembly.

    After a five percent dividend is paid to shareholders, ten percent of the total amount to be distributed to those who will receive a share from the profit is added to the second general legal reserve fund.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Profit Distribution Date
    Article 24:
    The date and manner in which the annual profit will be distributed to the shareholders is determined upon the proposal of the Board of Directors.

    It is decided by the General Assembly. Profits distributed in accordance with the provisions of this Articles of Association cannot be taken back.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Reserve Fund

    Article 25:

    The provisions of Articles 519 to 523 of the Turkish Commercial Code apply to the reserve funds allocated by the company.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Share transfer

    Article 26:

    Acquisition of shares representing 10% or more of the company's capital, directly or indirectly, by a real person or legal entity, share actions that result in the shares belonging to a partner exceeding 10% of the capital of the legal entity and/or shares belonging to a partner falling below the above rates. Share transfers are subject to the approval of the Energy Market Regulatory Board each time. This provision is also valid in cases of acquisition of voting rights and pledging of shares. Even if no share transfer is in question, establishment of privilege on existing shares, removal of privilege or issuance of dividend shares are subject to the approval of the Energy Market Regulatory Board, regardless of the proportional limits stipulated in paragraph 1.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Merger Provisions

    Article 27:

    The company may merge with other companies, including all its assets and liabilities. The merger is carried out in accordance with the applicable provisions of the Turkish Commercial Code. If one or more licensed legal entities wish to acquire all their assets and liabilities as a whole by a single licensed legal entity, they must obtain approval from the Energy Market Regulatory Board regarding the merger permit, without prejudice to the provisions of the Law No. 4054 on the protection of competition regarding mergers and acquisitions. It is mandatory.

    (Trade Registry Gazette, Date: 26 July 2013 number: 8372)

    Legal provisions

    Article 28:

    The provisions of the Turkish Commercial Code apply to matters not included in this Articles of Association.

    (Trade Registry Gazette, Date: 26 July 2013 number:8372)