Stock Corporations II

INCORPORATION 1.Articles of Incorporation (Charter) Written form is required. Furthermore the signatures of both incorporators and representatives must be authenticated by public notary. 2.Capital At least ¼ of the capital must be paid, and the rest must be subscribed (promised) by the incorporators within 24 months.

3. Report from special auditor This report is concerned with the supervision mechanism. 4. Registration The corporation acquires its legal personality upon registration in the Commercial Registry. 5.Publication The registration of the corporation must additionally be published in the Commercial Registry Gazette.

ORGANIZATION OF STOCK CORPORATIONS General Assembly The general assembly of the shareholders is the decision organ of the corporation that has the ultimate word. Its decisions are binding upon all the shareholders. The new TCC, allows the online audio visual gathering of general assemblies, and the use of online votes.

Meetings are held in the ordinary or extraordinary manner. Ordinary meetings are held at least once a year and within three months following the end of fiscal year; which generally corresponds to the calender year. Extraordinary meetings are held whenever it becomes necessary due to existing circumstances.

Shareholders must be given at least two weeks notice of a meeting. The topics for discussion (agenda) must be included in the notice. The general assembly of shareholders is able to meet and start discussions only if a quorum is present. The quorums are calculated based on the capital.

Election of company bodies, financial statements, annual activity reports, matters related to profit, acquittal of members of the board of directors and other matters related to the relevant activity term deemed necessary shall be discussed in ordinary general assembly meetings.

The quorum for meeting is generally the presence of shareholder representing at least one fourth of the stated capital. If this quorum is not reached, shareholders may assemble in a second meeting with those present. Resolutions may be adopted with a simple majority of the votes cast.

Shareholders or their proxy present on the list of attendants to be prepared by the board of directors may participate in the general assembly. The proxy is not required to be a shareholder and provisions of the articles of association requiring the proxy to be a shareholder are null and void.

The resolutions of the meeting are effective and binding on all the shareholders including those who were not present or voted against. Resolutions contrary to law or the company agreement or objective good faith are voidable. A suit of annulment must be brought within three months from the date of resolution passed.

Board of Directors It is the executive organ of the corporation. It is the organ responsible to administer and represent. In the new TCC, Board of Directors can consist of just one member and members of board of director do not have to be shareholders in the company. Members can be real or legal person. Members shall be full capacity. Persons who are declared bankrupt, civil cervants and advocates cannot be members of board of directors.

Members are elected in general assembly by shareholders.

In general, directors and managers of an AS are not personally liable for agreements and transactions executed on behalf of the company unless they have acted negligently or intentionally. A significant exception to the liabilities of directors or managers is found in the tax legislation. In principle, an AS as a legal entity is subject to the legal consequences that may be applicable as a result of a failure in the performance of a tax liability.

The board meetings can be held in electronic setting. The board resolutions can be also signed with electronic signatures.

Audit The new TCC provides a system for auditing of the firms that is completely new. Through the new regulation, the audit currently included among the mandatory organs of the companies, and exercised through an auditor who does not necessarily have expertise in the subject matter, is replaced by the independent audit mechanism.

The Companies which will be subject to independent audit pursuant to the Turkish Commercial Code have been determined by Council of Ministers.

Companies meeting at least two of the following criterion shall be subject to independent audit; a) Total asset size of TL 150 million or more. b) Annual net sales revenue of TL 200 million or more. c) Minimum of 500 employees or more.

To determine whether or not the abovementioned conditions have been satisfied; · Financial statements of 2011 and 2012 years, · Average number of employees for 2011 and 2012 will be considered.

Audit should be conducted by independent audit firmes or by sworn financial advisers(Yeminli Mali Müşavir) or independent accounting financial advisers (serbest muhasebeci mali müşavir) The audit is required to be performed in accordance with Turkish Auditing Standarts which are identical with international auditing standarts.