Articles Of Association

AYEN ENERJI ANONIM SIRKETI
 
INCORPORATION:
 
The company was incorporated once the incorporation was registered by the Trade Registration Office of Ankara on 15.08.1990 and registration notice was published in the Turkish Trade Registration Gazette No. 2591 dated 20.08.1990.
 
Article 1
 
 A joint stock corporation has been formed by and among the following incorporators whose first and last names, domicile addresses, and nationalities are stated below, in accordance with provisions on simultaneous formation of corporations of the Turkish Code of Commerce.  

Aydıner İnşaat Anonim Şirketi
Gaziosmanpaşa, Arjantin Caddesi Budak Sokak No: 2 ANKARA  
 TURKISH
Mehmet AYDINER
Gaziosmanpaşa, Gölgeli Sokak 32/2 – ANKARA
TURKISH
Fatma Nirvana AYDINER
Gaziosmanpaşa, Gölgeli Sokak 32/2 – ANKARA
TURKISH
Turhan AYDINER
Tabakhane Mahallesi, Temel Apt. No: 3 – BAFRA
TURKISH
Ömer Ali AYDINER
Gaziosmanpaşa, Gölgeli Sokak 32/2 – ANKARA
TURKISH
Turgut AYDINER
Karyağdı Sokak 26/9 Aşağı Ayrancı – ANKARA
TURKISH

TRADE NAME OF COMPANY
 
Article 2
 
It is AYEN ENERJI ANONIM SIRKETI.
 
 
 PURPOSE AND SUBJECT OF ITS ACTIVITIES:
As amended after registration on 13/05/2013 and publication in the Turkish Trade Registration Gazette No. 8320 dated 15/05/2013 

Article 3

The purpose and subject of the company’s activities are as follows: 

The company is incorporated to build and operate, and rent any power plant which will generate electricity, and to sell electricity energy and/or capacity generated to it its customers.
For these purposes the company shall carry out following activities in accordance with electricity market laws and regulations:
a) To perform or cause other companies or third persons to perform under appropriate contracts plant and operational services that it has undertaken;
b) To trade energy with TETAS, TEIAS, TEDAS, EUAS or other electricity companies which have similar characteristic as the company when necessary;
c) To build electricity generation plant to use all types of resources, to carry out plant expansions, to run power plants, to purchase all kinds of equipment and materials for energy trading, to use them or cause them to be used;
d-) In connection with purposes and subject of its activities, to manufacture, industrialise and trade, lease, buy, and sell all kinds of machinery, equipment, work machinery, spare parts, construction materials, construction components, transports, and spare parts in country or abroad.
e-) In connection with subject of its activities, to import and export, to acts as a dealer or commissioner and to carry out domestic trade activities; in connection with its fields of activities, to enter into agreements with domestic and international companies, to participate tenders in country and abroad, and to assume contractual obligations;
f-) To buy and sell real properties to meet its demands, in order to clarify to itself or its investors and provided that necessary disclosures for special events required by the Board has been made, to create liens or mortgages in favour of company over moveable and immoveable properties of others and to acquire, lease and rent out, all kinds of rights related to such properties, to enter into know-how agreements, and to transfer them to its affiliates when necessary; 
g-) To pledge moveable and immoveable properties, to accept guarantees provided by companies, to mortgage its properties and accept mortgages from others, to obtain long, medium or short-term loans from local and international markets and enter into long, medium or short-term loan  agreements with domestic and international companies and banks, to obtain endorsement loans and guarantee credits, and to pawn moveable and immoveable properties of company when necessary, to issue debentures; provided that necessary disclosures for special events required by the Board to inform investors has been made and the company complies with requirements specified in Capital Market laws and regulations in connection with giving providing securities and giving guarantees or collaterals in favour of third persons, or creating liens, including mortgages;
h-) Without prejudice to provisions related to thin capitalisation of the Capital Market Law, to acquire an interest in any existing or future local and international establishment and investments, or in companies incorporated or to be incorporated;
i-) To conduct educational training activities related to its purposes when necessary;  
j-) To build, commission, take over, acquire, lease, rent out, and accordingly operate all types of facilities in order to generate electricity energy; 
k-) To sell through bilateral agreements the electricity energy generated and/or capacity to any wholesale licence holding legal entity, or retail licence legal entity and free consumers; 
l-) Without prejudice to provisions related to thin capitalisation of the Capital Market Law, to become an affiliate of or to acquire any distribution company incorporated or to be incorporated as an affiliate without controlling or being controlled by it;   
m-) Without prejudice to provisions related to thin capitalisation of the Capital Market Law, to become an affiliate of or to acquire any electricity generation company incorporated or to be incorporated as an affiliate without controlling or being controlled by it; 
n-) To carry out activities related to Geothermal Resources and natural mineral waters;
p-) To support, provide assistance, and give donations to any existing or future associations, foundations, educational institutions established to pursue social purposes and related to fields of activities of the company, and to other organisations and institutions established for other purposes, and to individuals to support their educations and to become a member of foundations and associations, provided that the upper limit of donations must be determined by the general assembly, that donations should not exceed such upper limit, that donations made should be added into base of distributable profit of the company, that donations should not violate applicable Capital Market Law and related legislation, that requisite material disclosures are made, and information on donations made in a year must be provided to shareholders at the general meeting;

The company must obtain all approvals necessary from concerned Ministries and the Capital Market Board in the case the Company changes purposes and subject of its activities.
 
SEAT OF COMPANY AND BRANCHES:
 As amended after registration on 12/03/2005 and publication in the Turkish Trade Registration Gazette No. 6264 dated 21/03/2005 

 
Article 4
 The company has its seat in Ankara at “Hulya Sokak, No: 37 Gaziosmanpasa-ANKARA”. In the case of change of address the new address shall be registered before the Trade Registration Office and registration notice shall be published in the Turkish Trade Registration Gazette, and registration shall be notified to the Ministry of Industry and Trade and the Capital Market Board as well. Notices that are made to the registered and announced address shall be deemed to have been made to the company. This shall serve a reason for termination for a company if the company fails to have its new address registered in due of time despite having left the registered and announced address. The Company may open offices and branches inside and outside the country, establish manufacturing plants provided that it must notify the Ministry of Industry and Trade and the Capital Markets Board beforehand.
 

DURATION OF COMPANY:
 As amended after registration on 20/06/2001 and publication in the Turkish Trade Registration Gazette No. 1093 dated 25/06/2001  

Article 5
 The duration of the company is unlimited.
 
CAPITAL AND SHARES
 As amended after registration on 01.06.2012 and publication in the Turkish Trade Registration Gazette No. 8083 dated 05/06/2012  
 
Article 6
 The share capital of the company is:
 
 TRL171,042,300 (One hundred seventy-one million forty-two thousand and three hundred Turkish Liras).
 
 This share capital is divided into 17,104,230,000 shares with nominal value of 1 (one) cent each, including 9,729,720,000 Class (A) registered shares. Out of all Class (B) shares 2,567,565,000 are publically traded, bearer shares, and 4,806,945,000 are non-publically traded, registered (bearer) shares.
 
 Whole of existing share capital has been paid in cash without any collusion.
 
 Any increase of share capital of the company shall be carried out by maintaining the proportion existing between Class A and Class B shares.
 

Shareholder

Rate of Shares (%)

Number of Shares

Amount of Shares

  Class of Shares-Type

Aydiner Insaat A.S                     

56,8738023

9,727,825,965

97.278.259,65

 A   Registered

Aydiner Insaat A.S                     

28,1038374

 4,806,945,000

 48.069.450.-

 B  Registered

Mehmet AYDINER                       

0,0000451

           772,200

          7,722.-

 A  Registered

Fatma Nirvana AYDINER           

0,0000169

289,575

2,895.75

 A  Registered

Omer Ali AYDINER                     

0,0000169

289,575

2,895.75

 A  Registered

Turhan AYDINER                       

0,0000169

289,575

2,895.75

 A  Registered

Turgut AYDINER                        

0,0000146

           250,965   

          2,509.65   

 A  Registered

Fahrettin Amir ARMAN              

0,0000001

               2,145

               21,45

 A  Registered

Publically Traded Portion                      

15,0112866

2,567,565,000

25,675,650.

 B Registered

Total:

100%

17,104,230,000

171,042,300.-

 

                                                                                          
INCREASE OR DECREASE OF CAPITAL – PRE-EMPTION RIGHTS:
 As amended after registration on 01/05/2000 and publication in the Turkish Trade Registration Gazette No. 5037 dated 03/05/2000  
 
Article 7
 The share capital of the company may be increased or decreased in accordance with the Capital Market Law and the Turkish Code of Commerce.
 
In the case of an increase of share capital of the company, existing shareholders shall have pre-emption rights to acquire new shares pro rata to their respective holdings in share capital. The General Assembly shall determine the procedure for exercising such pre-emptive rights.
 
 
SALE AND TRANSFER OF SHARES:

 As amended after registration on 01/04/2014 and publication in the Turkish Trade Registration Gazette No. 8541 dated 02/04/2014. 

Article 8

During pre-license term and until the production license is obtained, other than the inheritance and bankruptcy as well as exceptions listed in Article 57 Electricity Market License Communiqué, direct or indirect change in the structure of the partnership of the company, transfer of shares or share certificates, business and transactions that shall cause the result of transfer cannot be executed.  

 

After the production license is obtained in any direct or indirect acquisition of shares representing 5% (five per cent) or more of share capital of company by any real or legal person as well as acquisition of shares resulting in a shareholder owning more than five per cent of share capital of company and/or any share transfer resulting in a shareholder owning shares of company less than above percentages, or any share transfer, which is independent from above-mentioned share acquisitions, resulting in change of control of company shall be subject to approval of the Energy Market Regulation Board “before the transaction is realized”. This shall also apply to acquiring any right to vote.

 

The approval of the Energy Market Regulation Board shall be subject to real or legal person transferee is eligible to become a shareholder of the transferring legal entity at the time of application for a license only if the legal entity or real entity has the conditions sought for the partners of the legal entity.  This provision shall also apply for real entity shareholders in the event shares determining management and audit of the legal entity are owned by another legal entity. 

 

Even if there is not any share transfer, granting or revocation of any privileges on existing shares, or issuing any participating share shall be subject to approval of the Energy Market Law regardless of proportional limit set out for share transfer. 

 

Any real or legal entity who directly or indirectly holds 5% (five per cent) or more of share capital of company, or even if they hold less than the above rate who holds shares authorizing to appoint directors and auditors of company, or who has usufruct over such shares must satisfy all the requirements set forth for any shareholder of the legal entity when making an application for a license. 

 

When transferring listed shares, the Capital Market Law, related regulations and communiqués as well as Listing Regulation of the Istanbul Stock Exchange shall be followed.


ISSUANCE OF DEBENTURES AND PROFIT SHARING INSTRUMENTS:

 As amended after registration on 05/04/2016 and publication in the Turkish Trade Registration Gazette No. 9050dated 08/04/2016. 

Article 9

 The Company may issue all kinds of debentures in the qualification of capital market instruments according to the Turkish Code of Commerce, Capital Market Law and provisions of other related regulations. 

 

Within the framework of Article 31 of the Capital Market Law authority of issuance of other capital market instruments those have qualifications of bonds and debenture instruments is assigned to the Board of Directors not having a limit on the term of the authority. 

  
 
BOARD OF DIRECTORS AND TERM
As amended after registration on 01.06.2012 and publication in the Turkish Trade Registration Gazette No. 8083 dated 05.06.2012.
 
Article 10
     The affairs and businesses of the company shall be managed by the Board of Directors of at least 7(Seven) members to be elected by the General Assembly, including 5 (Five) directors to be elected among Class (A) shareholders in accordance with provisions of the Turkish Code of Commerce.
The directors shall be elected for a period of either 1 or 3 years. 
Any director whose term of office has expired may be re-elected.
     In the case of vacancy of membership of the Board of Directors for any reason whatsoever the new director shall be elected by the Board of Directors. The replacing director shall hold the position only for the length of time remaining to serve out the term of the predecessor.
     The number and election of members of the Board of Directors, including independent directors, and form of organisation of the Board of Directors shall be subject to rules set out in the Turkish Code of Commerce and the Capital Market Law, and requirements set forth by the Capital Market Board.
 
 
 REPRESENTATION AND BINDING OF THE COMPANY:
 As amended after registration on 01.06.2012 and publication in the Turkish Trade Registration Gazette No. 8083 dated 05.06.2012

Article 11
 The Board of Directors shall manage and represent the company. In order for any documents to be given and any agreement to be made by the company to be valid, it must bear signature of authorised representative of the company who should sign underneath common seal of company.
The Board of Directors shall select a chairman and a deputy chairman among its member at its first meeting. Besides the Board of Directors may delegate all or part of its powers to a managing director who is to be selected by the Board of Directors among its members or to General Manager, or to Managers who are not shareholders of the company.
The signatory authorities of the company, and degrees and duties thereof shall be determined, get registered and announced by the Board of Directors in accordance with the Capital Market Law and communiqués of the Capital Market Board.
Related provisions of the Turkish Code of Commerce shall apply for the scope and limits of representation power.
The Board of Directors shall set up committees and sub-committees on the matters to be determined by the Board of Directors in accordance with the Capital Market Law and communiqués issued by the Capital Market Board.
The rules of procedures for the chairmen and members of committees may be determined and amended by the Board of Directors. 
 Directors of the company shall receive honorarium in accordance with the Turkish Code of Commerce. The directors and members of committees set up by the Board of Directors may be entitled to receive remuneration, bonuses, or premiums in addition to honorarium for their services while acting as a director or committee member. Any remuneration to be paid to directors shall be determined by the General Assembly. The form and amount of remuneration to be paid to committee members shall be determined by the Board of Directors in accordance with related legislation.
 
 
AUDITOR AND DUTIES THEREOF:
 
Article 12
The General Assembly shall appoint auditors with qualifications and in number as set stipulated in the Turkish Code of Commerce. 
Auditors shall perform duties specified in the Turkish Code of Commerce and the Capital Market Law.
 
GENERAL ASSEMBLY
As amended after registration on 13/05/2013 and publication in the Turkish Trade Registration Gazette No. 8320 dated 15/05/2013 
 
Article 13
 The general assembly shall be subject to the following: 

a- Form of call for meeting
The meetings of the General Assembly may be ordinary or extraordinary. Any call for meeting shall comply with requirements set out in the Turkish Code of Commerce and the Capital Market Law.

b- Time of meeting
The ordinary General Assembly shall be held at least once a year and extraordinary General Assembly shall be held whenever the business of the company, or the laws or regulations of the Capital Market Board require.

c- Voting and appointment of proxies
During any ordinary or extraordinary General Assembly each Class A shareholder shall have 15 (fifteen) votes for one (1) share that he holds whereas a non-Class A shareholder shall have 1 (one) share for one (1) share that he holds.
Each shareholder may have himself represented by another shareholder or through a proxy that the shareholder may appoint from outside the company. A proxy who is also a shareholder of the company shall be entitled to exercise the voting rights vested in the shareholder whom he represents in the General Assembly in addition to his voting rights.
Requirements of the Capital Market Board with respect to proxy voting shall be followed.

d- Discussing the Agenda and quorum for resolution 
In any General Assembly meetings businesses which are deemed fit for the purposes of the Turkish Code of Commerce, the Capital Market Law, and of the requirements set out by the Capital Market Board shall be discussed and resolved. 
Meetings of the General Assembly and quorum thereof shall be subject to the requirements set out in the Turkish Code of Commerce, the Capital Market Law and by the Capital Market Board.
In any meeting of the General Assembly the quorum is deemed to be achieved if at least fifty per cent (50%) of Class A shareholders are present at the meeting.

e- Venue
The General Assembly shall be convened at the head office of the company, or any other convenient premises situated in the city where the head office of the company is located.

f- Attending any General Assembly meeting via electronic communication means, and E-General Assembly Meeting
Any shareholder who is entitled to attend a meeting held by the General Assembly may attend the meeting held by the General Assembly by an electronic communication means in accordance with Article 1527. Pursuant to Regulation on the General Assembly convened by electronic communication means, company may set up an e-General Assembly system or procure any system which is developed for this purpose so that any shareholder is able to attend, express his/her views, makes suggestions, and cast his/her vote by an electronic communication means. At any meeting held by the General Assembly shareholders and their proxies shall be allowed to exercise their respective rights under the said Regulations via the system to be so set up.
  
PRESENCE OF A MINISTERIAL REPRESENTATIVE AT MEETINGS: 
As amended after registration on 13/05/2013 and publication in the Turkish Trade Registration Gazette No. 8320 dated 15/05/2013 

Article 14
 Attendance of a representative of concerned ministry at any ordinary or extraordinary meeting of the General Assembly and his/her duties shall be subject to related provisions of the Turkish Code of Commerce and of related Regulation.
 
ANNOUNCEMENT :
 As amended after registration on 01.06.2012 and publication in the Turkish Trade Registration Gazette No. 8083 dated 05.06.2012

Article 15
 Announcements related to the company shall be made in accordance with the Turkish Code of Commerce and communiqué of the Capital Market Board. Notices for General Meeting shall be given in accordance with related provisions of the Turkish Code of Commerce and with the Capital Market legislation. Such notices shall published at least 3 (Three) weeks prior to any meeting in the Turkish Trade Registration Gazette, in a national news paper, and on the company’s website.
    
Provisions of the Turkish Code of Commerce shall apply for announcements related increase or decrease of capital, and liquidation of the company. The Capital Market Law, related communiqués and regulations shall apply.
 
 
ACCOUNTING PERIOD:
 As amended after registration on 13/05/2013 and publication in the Turkish Trade Registration Gazette No. 8320 dated 15/05/2013 
 
Article 16
 
The accounting period of company runs from the first day of January to the last day of December.

DETERMINATION AND DISTRIBUTION OF PROFIT:
 As amended after registration on 13/05/2013 and publication in the Turkish Trade Registration Gazette No. 8320 dated 15/05/2013 
 
Article 17
 The net profit which is to be determined by subtracting mandatory payments which are required to be made or set aside by company, such as overheads and miscellaneous depreciation and mandatory taxes required to be by company from revenues determined as of the end of period and which is stated in annual balance sheet less losses for previous periods, if any, shall be distributed as follows: 
General Legal Reserve:
a) 5% of it shall be included into legal reserve.
First Dividend:
b) A first dividend shall be set aside from the remainder plus all donations made in the period in accordance with the Turkish Code of Commerce and the Capital Market legislation.
c) The General Assembly is authorised to resolve on distribution of a dividend among directors, officers, employees and workers of company, and to funds established for various reasons and similar persons/entities of a similar nature once the above mentioned deductions are made. 
Second dividend: 
d) The General Assembly is authorised to distribute part or whole of remainder of net profit for period less amounts specified in paragraphs (a), (b), and (c)  above as second dividend, or at its discretion to set aside it as extraordinary reserve in accordance with Article 521 of the Turkish Code of Commerce.
General Legal Reserve: 
e) Out of the portion, which has been decided to be distributed to the shareholders and other persons participating in the profit, ten per cent of the amount remaining after the deduction of 5% of the paid-up capital is set aside as secondary legal reserve in accordance with paragraph 2 of article 519 of the Turkish Code of Commerce.
Unless the legal reserves that are required to be set aside pursuant to the legal provisions, the first dividend determined for the shareholders in the Articles of Association is distributed in cash and/or in the form of shares, it cannot be decided to set aside other reserve funds, to shift profit to the next year, or to distribute profit to the members of the Board of Directors, officers, employees, workers, persons holding incorporating shares, or funds established for various reasons and similar persons/entities of a similar nature.
Each share existing as of distribution is equally entitled to dividends regardless of date of issue or acquisition thereof.
Time and form of distribution of any dividend shall be determined by the General Assembly upon proposal by the Board of Directors. 
Any decision on dividend passed by the General Assembly in accordance with these Articles may not be revoked.
 
CONTINGENCY RESERVE:
 As amended after registration on 13/05/2013 and publication in the Turkish Trade Registration Gazette No. 8320 dated 15/05/2013 
 
Article 18
 Provisions of Article 519 and 523 of the Turkish Code of Commerce and of the Capital Market Law shall apply for reserves set aside by company.
 

LEGAL PROVISIONS
 
Article 19
 As amended after registration on 29/12/2006 and publication in the Turkish Trade Registration Gazette No. 6716 dated 04/01/2007  
 
Any provision of these Articles of Association which is found to be contradictory with any future law, by-law, regulation, or communiqué shall be inapplicable.
Provisions of the Turkish Code of Commerce, the Capital Market Law and related communiqué of the Capital Market Board, as well as of the Electricity Market Law and Electricity Market Licensing Regulation shall apply for any matters not stipulated herein.
Financial statements and reports which are required by the Capital Market Board to be prepared as well as independent audit report in the case of the company being subject to independent audit shall be submitted to the General Assembly and disclosed to the general public in accordance with procedures and rules set out by the Board of Directors.
 
 
AMENDING ARTICLES OF ASSOCIATION
 
Article 20
As amended after registration on 01.06.2012  and publication in the Turkish Trade Registration Gazette No. 8083 dated 05/06/2012   

Amendments of the articles of association shall be made upon approval of related Ministry and with a resolution of the General Assembly in accordance with the Turkish Code of Commerce, provided that an approval, and opinion for amendment must be obtained from the Capital Market Board and the Energy Market Regulatory Board, respectively.
 
 
MERGERS
 
Article 21
As amended after registration on 16/09/2011   and publication in the Turkish Trade Registration Gazette No. 7903 dated 20/09/2011   

The company may merge with other companies with all of its assets and liabilities. Merger shall be carried out in accordance with applicable Turkish Code of Commerce. Without prejudice to provisions related to mergers or acquisitions of Law No. 4054 on Protection of Competition, in the event a licence holding legal entity wishes to acquire one or more licence holding legal entities with whole of their assets and liabilities, an approval must be obtained from the Energy Market Regulation Board for merger permission. Once such approval has been obtained, transactions related to merger shall be completed in 180 (one hundred and eight) days following date of approval. Such merger agreement shall not contain any provision which would violate rights or claims of consumers, or any provision which would forfeit liabilities of the company, and shall comply with requirements set forth in the electricity market regulation.
 
The foregoing is without prejudice to rules set out by the Capital Market Board with respect to mergers.
 
COMPLIANCE WITH PRINCIPLES OF CORPORATE GOVERNANCE 
As amended after registration on 13/05/2013 and publication in the Turkish Trade Registration Gazette No. 8320 dated 15/05/2013 
 
Article 22
All principles of corporate governance set forth by the Capital Market Board shall be followed. Any action taken and any resolution passed by the Board of Directors without due complying with these mandatory principles shall not be valid and be deemed contradictory to these articles. 

With respect to implementation of principles of corporate governance, the guidelines for corporate governance set forth by the Capital Market Board shall be followed in any material transaction specified in the Capital Market Law and any material related party transaction as well as when giving guarantees or creating pledges or mortgages in favour of any third person.

The number of qualifications of independent directors to be appointed to the Board of Directors shall be determined in accordance with the guidelines for corporate governance set forth by the Capital Market Board.
 
  
CONSOLIDATION OF SHARES AND ISSUES
 As amended after registration on 24/05/2005 and publication in the Turkish Trade Registration Gazette No. 8320 dated 26/05/2005 

 
TRANSITORY ARTICLE
 
While par value of each share was TRL1,000 it was changed as 1 new cent in accordance with Law No. 5274 on amending the Turkish Code of Commerce. Because of this change total number of shares has been reduced and one share with par value of 1 new cent shall be given in return of 10 shares with par value of TRL1,000 each. For any share of which value cannot be rounded up to 1 new cent, a fraction receipt shall be issued. This shall be done without prejudice to any rights that a shareholder may have in relation to such conversion. Shares representing the 1st, 2nd, 3rd, 4th, and 5th issue representing existing share capital shall be consolidated with the 6th issue. The foregoing shall be without prejudice to any rights that shareholders may have with respect to consolidation of shares and issues.
 
Conversion of shares shall be commenced by the Board of Directors in accordance with related regulations upon enforcement of dematerialisation of capital market instruments.
 
INCORPORATORS:
 
On behalf of Aydiner Insaat Anonim Sirketi:
Turgut AYDINER
Mehmet AYDINER
 
Mehmet AYDINER
Turgut AYDINER
Turgut AYDINER representing Turhan AYDINER 
Omer Ali AYDINER
Fatma Nirvana AYDINER