OLMUKSAN INTERNATIONAL PAPER
AMBALAJ SANAYİ VE TİCARET ANONİM ŞİRKETİ
THE ARTICLES OF ASSOCIATION
ARTICLE I – Establishment
a) Turkiye Sinai Kalkinma Bankası A.O. Karakoy, Necati Bey Cad., Istanbul
b) Akbank T.A.S. Karakoy, Istanbul
c) Transturk Ticaret A.S. Karakoy, Tunel Cad. No:18, Istanbul
d) Ozdemir Antimuan Madenleri Ltd. Sti. Bankalar Cad. Karakoy, Istanbul
e) Akif Sadikoglu (Turkish nationality) Halaskargazi Cad. No:336 Sisli, Istanbul
f) Talat Sadikoglu (Turkish nationality) Halaskargazi Cad. No:336 Sisli, Istanbul
ARTICLE II - Trade Name of the Company
Trade name of the Company is “OLMUKSAN International Paper Ambalaj Sanayi ve Ticaret Anonim Şirketi.”. It shall be hereinafter referred to as the “Company”.
ARTICLE III – Scope and Purpose
The scope and purpose of the Company are:
a) To produce cardboards, celluloses, papers and particularly corrugated cardboards of all types and dimensions and to manufacture boxes and other finished goods by using these materials, to manufacture materials and articles intended to come in contact with food, to recycle packaging wastes and non-hazardous wastes,
b) To carry out activities in connection with the articles mentioned in paragraph (a) and other than this to carry out all kinds of import, export, marketing, commission agency, commercial representation, contracting, domestic trade, financing and industrial activities,
c) Provided that not to act as an intermediary and a broker of securities, to participate in all kinds of banks, insurance and companies and all kinds of organizations related to its business, trade and industry in Turkey or abroad or to acquire such organizations wholly or partly, to buy, sell, exchange, transfer and pledge their share certificates or bonds wholly or partly, to provide them as a guarantee or to participate in such organizations,
d) To buy and sell wholly or partly all kinds of immovable properties for the purpose of scope of the Company and its needs, to borrow money by providing the said immovables as a guarantee, to establish mortgages of any degrees and to cancel them, to accept and cancel mortgages for the acquisition of its receivables, to establish all kinds of real rights,
e) To lease the establishments and immovables it owns,
f) To carry out all kinds of formalities related to the activities mentioned hereabove,
g) To acquire, use, sell, transfer, lease intangible rights such as intellectual property rights, patent, industrial design, licence, brand, model, know-how, trade names, special manufacture and production methods and other similar intangible rights which are useful for the activities of the Company or to acquire rights from the third parties in order to exert such rights, to register such rights with the relevant registeries and to cancel them,
h) The company may make donations to the universities, education organizations, foundations, public interest associations or the persons or organizations of similar nature provided that it does not disrupt its own scope and objective. However; pursuant to paragraph 5 of Article 19 of the Capital Markets Law, the General Assembly is authorized to determine the upper limit of the donations to be made. Donations in excess of the upper limit which has been determined by the General Assembly cannot be made. The donations which have been made during the course of the fiscal year shall be added to the basis of the distributable profit. The donations must be submitted to the information of the shareholders in the General Assembly and the legally required material event statements must be made provided that such donations are not against the provisions of the Capital Markets Law regarding hidden income transfer,
i) In the event of a change in the scope and objective of the Company, the required permissions should be obtained from the Ministry of Customs and Commerce and the Capital Markets Board,
j) Principles stipulated by the Capital Market Law are applicable for matters involving the establisment of guarantee, bail, warantee or liens, including pledges by the company in favor of itself and third parties.
ARTICLE IV - Head Office and Branches
The Head Office the Company is located in Istanbul. Its address is Istanbul, Beşiktaş, 4. Levent, Sabancı Center. In case of a change of the address, the new address shall be registered with the Commercial Registry and announced in the Turkish Commercial Registry Gazette and shall be notified to the Ministry of Customs and Commerce and the Capital Markets Board. The notification served to the registered and announced address shall be deemed to be served to the Company. If the Company leaves its registered and announced address and if it does not register its new address within the legal period, this shall be considered as a reason for the dissolution of the Company. Provided that the Ministry of Customs and Commerce and the Capital Markets Board are informed, the Company may establish branches in Turkey or abroad.
ARTICLE V - Term
There is no time limit for the Company.
ARTICLE VI – Capital
According to the Capital Market Board Law, the Company has adopted authorized capital system, and has changed over to the authorized capital system as per the permit of the Capital Market Board dated 21.09.1989 and number 593.
The authorized capital ceiling of the company is TL 410,512,500 (Four hundred ten million five hundred twelve thousand five hundred Turkish Liras), which is divided into 41,051,250,000 registered shares, each having the nominal value of 1 Kuruş.
The permission for the authorized capital ceiling granted to the company by the Capital Market Board is valid between the years between 2019 and 2023 (5 years). Even if the permitted authorized capital ceiling is not reached by the end of 2023, in order for the Board of Directors to make a decision on capital increase after the said year, it is compulsory for the Board to get authorization for a new date by obtaining the permission of the Capital Market Board for either the previously permitted ceiling or a new ceiling amount, provided that the new date is no more than five (5) years. No capital increase can be made based on a board resolution if the said authorization is failed to be obtained.
The Board of the Directors of the company is authorized to increase the issued capital as much as permitted authorized capital ceiling when it deems necessary in accordance with the provisions of the Capital Market Board and issue a board resolution in matters regarding the limitation of the shareholders’ right to acquire new shares and the issuance of share certificates of below their premium or nominal value. The power to limit the right of buying new shares cannot be used so as to cause inequity among the shareholders.
The issued capital of the company is 247.102.500 TL 82.102.500 TL (Two hundred fourty seven million a hundred two thousand five hundred Turkish Liras), which is divided into 24.710.250.000 registered shares each having the nominal value of 1 KR (one Kuruş), and fully paid up free of collusion. The company shares are kept and monitored by the Central Registration Institution in a fully recorded and registered manner.
ARTICLE VII - Issuance of Bonds
Unless otherwise regulated by law, all kinds of bonds, commercial papers, asset-acked commerical papers including the ones issued on discounted basis, other debt securities, commercial papers contaning the right to take and change as well as all kinds of securities shall only be issued by a General Assembly resolution. Unless a different regulation exists under the laws, the General Assembly shall take this resolution in accordance with paragraphs 3 and 4 of Article 442 of Turkish Commercial Code. The resolution of the General Assembly requires to contain all required provisions and conditions related to the securities to be issued. The Board of Directors shall perform the resolution of the General Assembly. The securities subject to this provision may be issued in bearer or registered form and over nominal value. Nominal value shall be determined by the General Assembly or by the Board of Directors if the Board is authorized to do so. The equivalent of debt instruments must be in cash and must be paid in full at the time of delivery.
Unless otherwise regulated by law, the General Assembly may delegate its power to issue any security and to determine its provisions and conditions to the Board of Directors for at most fifteen months. Paragraph 3 and 4 of Article 421 of Turkish Commercial Code shall also be applicable to the authorization resolution.
The total amount of debt instruments based on Articles 504 and 505 of Turkish Commercial Code cannot exceed the sum of capital and reserve funds stated in the balance sheet; Re-evaluation funds permitted by the laws to be used in the balance sheet are also added to the sum. The provisions of Capital Markets Law and the relevant regulations and other exceptions stated in other laws are reserved.
ARTICLE VIII - Deleted
ARTICLE IX - Board of Directors
The Company shall be governed and represented by a Board of Directors consisting of at least five (5) members by the General Assembly in accordance with the provisions of the Turkish Commercial Code. Should any vacancy occur in the membership of the Board of Directors, the Board of Directors shall temporarily appoint a person who possesses the qualifications required by law. The member so appointed shall serve until the next General Assembly meeting, and if the appointment is approved by the General Assembly meeting, he/she shall continue to complete the term of office of the member he/she replaced.
If a legal entity is appointed as a Board member, only one (1) real person determined by the legal entity shall also be registered and announced together with such legal entity. Only this registered person is entitled to attend meetings and vote on behalf of the legal entity. The legal entity which is a member of the Board of Directors may change the person who has been registered on its name at any time.
ARTICLE X - Term of Board of Directors
Members of the Board of Directors are elected for a period of maximum three years. A member whose office is over can be reelected. In case the Board of Directors deems it necessary, any Board of Directors Member can be replaced at any time.
ARTICLE XI - Meetings of the Board of Directors, Meeting and Decision Quorums
The Board of Directors meets at least four (4) times in a year. However, the Board of Directors may convene at any time upon the request of a member of the Board whenever the Company businesses and transactions require. The Board of Directors meets with the presence of the majority of the total number of Board members and takes decision with the majority of those present.
If none of the members of the Board requests for the meeting, the Board of Directors resolutions may be taken by collecting written approval of the at least the majority of the total number of Board members to a proposal on a certain matter which is made by a Board member and which is written as a resolution. In order for the resolution to be taken by this way to be valid, same proposal shall be made to all Board members. It is not required to have all approvals in the same paper; however, in order for the resolution to be valid, all counterparts containing the approval signatures shall be attached to the resolution book of the Board of Directors or shall be converted into a resolution in which contains the signatures of the members who have accepted the resolution and shall be recorded to the resolution book.
Those who have the right to attend to the Board of Directors meetings may also attend such meetings on electronic media in accordance with Article 1527 of Turkish Commercial Code.
As per the provisions of “Communique concerning Assemblies of the Commercial Companies to be held on electronic Media excluding General Assembly Meetings of Joint Stock Companies”, the Company may establish Electronic Meeting System which enables the beneficiaries to attend these meetings and vote on electronic media and may also purchase services from the systems created for this purpose. During the meetings to be held, the exercise of rights of the beneficiaries regulated under the relevant law shall be organized pursuant to the provisions of the Communique through the system established as per this Article of the articles of association of the Company or through the system from which the support system to be provided.
ARTICLE XII - Representation of the Company
The administration of the Company and its representation towards third parties belong to the Board of Directors. In order for all documents and agreements to be valid and binding on the Company they should bear the signature or signatures of person or persons who are authorized to represent the Company under the trade name of the Company.
As per the internal regulation to be issued by the Board of Directors, except for the ones listed under Article 375 of Turkish Commercial Code, the Board of Directors may delegate all or some of its management powers to the managing director(s) who is (are) Board Members or to managers (who do not have to be a Board member or a shareholder of the Company) to be appointed for that purpose.
The Board of Directors may also appoint the General Manager or other managers for the execution of the Company’s business and authorize them to sign documents on behalf of the Company.
However, the following issues shall only be decided by the Board of Directors:
(i) Approval of the business plan or any amendment thereof;
(ii) Approval of the annual budget which will include, for each calendar year, the capital expenditures and authorized limit for the capital expenditures which shall be delegated to the General Manager;
(iii) Any proposal for capital increase and decrease;
(iv) Any proposal for distribution of profits;
(v) Any proposal to amend the Articles of Association
(vi) Execution, amendment or termination of any employment or other contracts for personal services of the General Manager, Director of Finance and Finance Manager of the Company;
(vii) To cause or permit any subsidiary of the Company to take any of the actions listed from “i" to “vii" above;
(viii) The authorities of the General Manager shall be delegated by the Board of Directors.
In addition to the day-to-day management of the Company, the General Manager shall also be responsible for the preparation, monitoring, updating and implementation of the Business Plan and shall distribute all relevant financial information and a monthly activities report to the Board of Directors.
ARTICLE XIII - Powers of the Board of Directors
The rights, obligations, responsibilities of the Board of Directors and the form of meeting of the Board of Directors, the resignation or the death of the Board members, or situations hindering the accomplishment of the duties of the Board members, the election of Board members for vacated positions, and other matters related to the Board of Directors, shall, unless otherwise is stated in this Articles of Association, be subject to the provisions of the Turkish Commercial Code. The Board of Directors is authorized to take ah decisions apart from those, which require the decisions of the General Assembly.
The Board of Directors is authorized to administer the business and all the property of the Company, including without limitation entering into contracts and transactions within the scope and the objectives of the Company which do not specifically lie within the authority of the shareholders meeting, buying and selling immovables, financial leasing and leasing and giving or canceling mortgages on real property. Within this capacity it has the right to use signature of the Company and when need be, to enter into commercial agreements, to settle and discharge, to enter into arbitration conditions and arbitration agreements, to appoint and cancel arbitrators, to settle and propose and to vote for the acceptance and refusal of konkordato and to enter into any other transactions and contracts necessary for the achievement of the objectives of the Company even if their terms are longer than the term of office of the Board of Directors.
The below matters are also within the authority of the Board of Directors:
a) The purchase, sale, lease, and mortgage of immovables on behalf of the Company.
b) The execution of agreements with regard to obtaining of credits in favor of the Company with banks and other financial institutions and to enter into undertakings for mortgage and pledge.
c) The withdrawal of mortgages and pledges obtained in favor of the Company.
ARTICLE XIV - Honorarium of Board of Directors
The honorarium to be paid to the Board of Directors Members is fixed by the General Assembly.
ARTICLE XV - Auditors
The audit shall be conducted by the auditor to be appointed by the General Assembly for each year from among those which meets the qualifications stated in the provisions of the Turkish Commercial Code. The auditor shall be announced in the Turkish Commercial Registry Gazette and on the website of the Company. The auditor shall be removed from his duty as per the provisions of the Turkish Commercial Code. Article 399/2 of the Turkish Commercial Code also applies. The fee to be paid to the auditors shall be determined under the agreement to be made with the auditor each year.
In the audit of other matters stated in the Turkish Commercial Code, Capital Markets legislation and other legislation, the relevant articles of the Turkish Commercial Code and the Capital Markets legislations shall be applied.
ARTICLE XVI - Duties of Aduditors
The auditors fulfill their duties and use their powers under the Turkish Commercial Code and the principles determined by the Public Supervision Accounting and Standards Authority.
ARTICLE XVII - Genreal Assembly
The General Assembly meets in ordinary or extraordinary meetings. The notifications regarding the Ordinary and Extraordinary General Assembly Meetings shall be made as per the provisions of the Turkish Commercial Code and the Capital Markets legislation. The ordinary General Assembly meets at least once a year and within three months following the end of the fiscal period of the Company. In this meeting the subjects set forth in Article 409 of the Turkish Commercial Code are discussed and the necessary resolutions are taken. The Extraordinary General Assembly meetings are held when the business of the Company necessitates and as per the law and the provision of this Articles of Association and the necessary resolutions are taken.
The calls for the General Assembly meetings shall be made as per the relevant provisions of the Turkish Commercial Code, provisions of the Capital Markets legislation and the provisions of these articles of association.
The person to act as Chairman of the General Assembly meeting shall be elected by those present at that General Assembly meeting. The Chairman of the General Assembly meeting may further designate any person present at the General Assembly meeting to speak on his behalf, as may be needed.
The members who shall perfom the duties of a scrutineer and minutes clerk at the General Assembly Meeting are elected by the Chairman and do not have to be elected from among the shareholders or their representatives.
The Turkish Commercial Law provides for the matters which can only be decided by the General Assembly and include (but are not limited to):
(i) Any material change in the purpose of the Company;
(ii) Election of the Board members and auditors;
(iii) Distribution of profits;
(iv) Amendment of the Articles of Association;
(v) Approval of the financial statements and reports of the preceding year;
(vi) Merger of the Company with another company;
(vii) Liquidation of the Company.
ARTICLE XVIII - Place of Meeting
The General Assembly meets in the head office of the Company or in another place in the province where the Company’s head office is located that it is approved by the Board of Directors.
ARTICLE XIX - Presence of a Ministry Representative at the General Assembly Meetings
The Turkish Commercial Code and the “Regulation on the Principles and Procedures of General Assembly Meetings of Joint-Stock Companies and Representatives of the Ministry of Customs and Commerce to be present at these Meetings” shall be applicable to the matters regarding the presence of a representative of the Ministry of Customs and Commerce at the ordinary and extraordinary General Assembly meetings.
ARTICLE XX - Attendance Quorums and Decision Quorums at the General Assembly Meetings
Other than the cases for which the Turkish Commercial Code sets forth a higher attendance quorum or decision quorum, the quorums for the General Assembly shall be met by the presence of shareholders holding at least fifty-one percent (51%) of the capital of Company in person or by proxy and by the affirmative votes of such shareholders.
ARTICLE XXI - Participation to the General Assembly Meetings on Electronic Medium
The beneficiaries who have the right to attend the General Assembly meetings of the Company, may also attend such meetings on electronic media in accordance with Article 1527 of Turkish Commercial Code. As per the “Regulation on General Assembly Meetings of Joint Stock Companies to be held on Electronic Medium”, the Company may establish electronic General Assembly systems or purchase services among the systems created for this purpose in order for the beneficiaries to attend the General Assembly meetings on electronic medium, to deliver their opinions, to make proposals and to vote. The exercise of rights of the beneficiaries and their representatives which is governed by the said regulation through the system established as per this Article of the articles of association shall be organized during all of the General Assembly meetings to be held.
ARTICLE XXII - Appointment of Representatives
The shareholders may be represented by other shareholders or by appointed outsiders in the General Assembly meetings. The representatives who are also shareholders of the Company are entitled to use the votes of the shareholders whom they represent in addition to and apart from their own votes.
The power of attorney shall be prepared and announced as the form determined in the Regulation on the Principles and Procedures of General Assembly Meetings of Joint-Stock Companies and Representatives of the Ministry of Customs and Commerce to be present at these Meetings. The provisions of the “Regulation on General Assembly Meetings of Joint Stock Companies to be held on Electronic Medium” and the regulations of the Capital Market Board related to the matter also apply.
ARTICLE XXIII - Announcement
Announcements related to the Company shall be subject to the relevant provisions of the Turkish Commercial Code and Capital Markets regulations.
However, the announcements regarding the invitation to the General Assembly shall be made on the Company’s website and on the Public Disclosure Platform and published in the Trade Registry Gazette at least three weeks in advance of the meeting, not taken into account of the day of the announcement and the date of the meeting in accordance with the Corporate Governance Principles of the Capital Markets Board.
The announcements regarding capital decrease or liquidation shall be subject to the provisions of Articles 474 and 532 of the Turkish Commercial Code.
Capital Markets Law and the provisions of communiqué issued by the Capital Markets Board shall be applicable to the obligatory announcements to be made in accordance with the Capital Markets Law.
ARTICLE XXIV - Voting Procedure
The provisions of the Turkish Commercial Code, Capital Markets Law and the other related legislation shall be applied to the voting procedure in the General Assembly meetings.
ARTICLE XXV - Amendment to the Articles of Association
The development and application of any amendment to be made in this Articles of Association shall be subject to the preliminary permission of the Ministry of Customs and Commerce and the Capital Market Board. Such amendments shall be duly registered in Trade Register and announced accordingly.
ARTICLE XXVI - Financial Statements and Annual Activity Report of the Board of Directors
The Board of Directors shall prepare and submit the financial statements, its attachments and annual activity report of the Board of Directors belonging to previous accounting period as contemplated in the Turkish Accounting Standarts to the General Assembly within first three months of the accounting period following the balance sheet date.
Financial statements and reports as well as independent audit report which are required to be issued by the Capital Markets Board shall be prepared and announced to the public within the scope of procedures and principles determined by the Capital Markets Board.
ARTICLE XXVII - Yearly Accounts
The fiscal year of the Company commences on the first day of January and ends on the last day of December. However, as an exception, the first fiscal year comprises the period extending from the date of definite foundation of the Company to the last day of December of the said year.
ARTICLE XXVIII - Distribution of Profit
From the net profit to be calculated and determined based on the Balance Sheet prepared in accordance with the provisions of Article 507 and the following articles of Turkish Commercial Law as well as other related laws and the provisions of this Articles of Association;
a) The corporate tax and other financial obligations and losses of previous year to be paid are deducted.
b) 5% is set aside as general legal reserve funds.
c) The amount of donations which have been made during the course of the year, if any, is added to the remaining amount and from the amount so calculated, the first declared dividend is set aside according to the ratio and amount to be determined by the General Assembly as per the Turkish Commercial Code and the Capital Markets legislation.
Once the amounts mentioned hereabove are deducted from the net profit, the General Assembly shall be authorized to distribute the remaining balance fully or partly or to set aside as the reserve funds in accordance with paragraph 2 of Article 523 of the Turkish Commercial Code.
Following the payment of the first declared dividend to the shareholders as per the principles and ratios to be determined by the Capital Market Board, ten (10) percent of the total amount to be distributed to the persons who will receive share from the profit shall be added to the general legal reserve funds in accordance with sub-paragraph (c) of paragraph 2 of Article 519 of Turkish Commercial Code.
General legal reserve funds may be exclusively used for recovering losses, taking necessary precautions to continue the business when the business does not progress well or prevention of unemployment and mitigation of its results if the said amounts do not exceed the half of capital or issued capital.
Unless the legal reserve funds that are required to be set aside pursuant to the legal provisions and the first share profit determined for the shareholders in the Articles of Association are set aside, it cannot be decided to set aside other reserve funds, to shift profit to the next year and unless the first share profit is distributed, it cannot be decided to distribute profit share to the members of the Board of Directors, officers, employees, workers or funds established for various reasons and similar persons/entities of a similar nature.
ARTICLE XXIX - Date of Distribution of Profit
The date and way of distribution of the yearly profit is decided on by the General Assembly upon the proposal to be made by the Board of Directors by taking into consideration the communiques of Capital Market Board. The amount distributed in accordance with the provisions of this Articles of Association cannot be taken back.
ARTICLE XXX - Legal Reserve
The general legal reserve funds shall be continued to set aside until they reach twenty percent (20%) of the paid capital of the Company. (The provisions of Article 521 of Turkish Commercial Law are reserved).
In case the amount of the general legal reserve funds equal to twenty percent (20%) of the capital of the Company decreases for any reason, it is continued to set aside the reserve funds until this ratio is reached again.
ARTICLE XXXI - Deleted
ARTICLE XXXII - Legal Provisions
Provisions of Turkish Commercial Code, Capital Market Law and related regulations will be applied to any situation that is not mentioned in this Articles of Association.
ARTICLE XXXIII - Deleted
ARTICLE XXXIV - Compliance with Corporate Governance Principles
The Company applies the Corporate Governance Principles the application of which, are imposed as obligatory by tehe Capital Markets Board. All the transactions and the board decisions, which do not comply with these obligatory principles shall be deemed to be invalid and in incompliance with the Articles of Association.
The Company shall comply with the corporate governance regulations of the Capital Markets Board in the application of corporate governance principles with regard to all material transactions, related party transactions and transactions establishing security, pledge and mortgage to the benefit of third parties.
The number of independent members in the Board of Directors or their qualifications shall be determined in accordance with the corporate governance regulations of the Capital Markets Board.
The IP Way Forward is our strategic framework to pursue our vision to be one of the most successful, sustainable and responsible companies in the world and create value for all stakeholders for generations to come.