Articles of Association

INCORPORATION
ARTICLE 1

A Joint Stock Company was incorporated for the purpose of being administered in line with provisions of the applicable laws and the provisions of these Articles of Association the Company pursuant to the provisions of the Turkish Commercial Law regarding instant incorporation of companies.

FOUNDERS
ARTICLE 1
  • 1. Tümaş Mermer Sanayi ve Ticaret Anonim Şirketi
  • 2. Elsan Elektrik Gereçleri Sanayi ve Ticaret Anonim Şirketi
  • 3. Orsan Tekstil Sanayi ve Ticaret Anonim Şirketi
  • 4. Ali Yagli
  • 5. Ceyhan Saldanli
TITLE OF THE COMPANY
ARTICLE 2

The title of the Company is “Aydem Yenilenebilir Enerji Anonim Şirketi”.

PURPOSE AND SUBJECT
ARTICLE 3

The purpose and subject of the Company are as follows: To establish, operate, put into operation, lease, all types of renewable electrical power generation facilities, to generate electricity, to convert any renewable and recyclable energy source into electrical energy, provided that the Company has obtained a license from the Energy Market Regulatory Authority when necessary, to sell the electrical energy and / or capacity so generated to customers according to the applicable legislation, and to provide engineering services.

In order to realize this purpose, the Company will carry out following activities in accordance with the Turkish Commercial Code, capital market legislation, relevant legislation related to the electricity market and other relevant legislations.

  • 1) To establish, commission, take over, lease, operate, rent out all kinds of renewable electrical power plants in order to generate electrical energy, and to provide engineering, consultancy survey, planning, project and feasibility services related to these facilities,
  • 2) To sell the electricity and / or capacity so generated within the framework of the relevant legislation,
  • 3) To enter into affiliate relations with distribution companies incorporated or to be incorporated without creating any control relationship,
  • 4) To enter into an affiliate relationship with any electric power generation companiesincorporated or to be incorporated.

On the other hand, in order to realize the matter related to the purpose and subject matter of the company, the Company may carry out on the following acts and actions, provided that they are limited to the purpose and subject of the Company:

  • 1) To open agencies, representation offices, branches and to carry out marketing activities in relation to its fields of activity;
  • 2) Regarding the fields of activity, to rent, buy and sell machinery and equipment from home and abroad;
  • 3)To obtain all kinds of loans from domestic or foreign companies and banks for its own needs and for the purpose of financing, to obtain long, medium and short-term and collateralized or unsecured loans and other loans, to enter into a loan agreement, to execute necessary contracts and bills of exchange; as main debtor, drawer, avaliste, joint debtor, joint guarantor, or in other capacity, and to give, accept, and endorse any kind of checks, bills, and promissory notes;
  • 4) To make agreements with domestic and / or foreign companies related to their fields of activity, to participate in domestic and foreign tenders and to make commitments,
  • 5) To provide the administrative and technical organizations of existing or future companies to which the Company has participated and to participate as founder;
  • 6) To establish domestic and foreign companies, capital companies, ordinary companies and companies with foreign direct investment, ordinary partnerships and business partnerships with any real person related to its fields of activity, and to participate in existing partnerships;
  • 7) To purchase and sell, transfer securities and other capital market instruments, such as shares and other securities, such as debt instruments, usufruct securities issued or to be issued by private and public legal entities, to give them as collateral, to exercise usufruct rights over them or to make avail of benefits provided by them or to make other legitimate disposal within the limitations of the legislation and in accordance with the procedures, provided that none of the foregoing transactions should be in the nature of investment services and activities regulated by capital market legislation;
  • 8) To make industrial and commercial investments within the scope of its fields of activities;
  • 9) To invest, buy, and operate facilities that produce all kinds of cement, ready mixed concrete and mortar and items produced therefrom;
  • 10) Regarding its purpose, to acquire, transfer and waive any brand, patent certificate, know-how, patent, utility model, trademark, industrial design, trade name, model, drawing, goodwill and other industrial property rights; to enter into license agreements, and to carry out research and development studies to this end;
  • 11) If it is deemed beneficial to carry out other acts and actions other than the ones mentioned above, if the proposal of the Board of Directors is deemed appropriate by the General Assembly, to obtain the necessary permissions from the Turkish Ministry of Commerce, the Capital Markets Board, and other relevant authorities and to carry out such commercial activities with the approval of the Energy Market Regulatory Authority.,
  • 12) To realize its purpose and subject, to acquire, rent, lease, sell, transfer and assign all kinds of movable and immovable properties; to register, annotate and withdraw its rights over any movable and immovable properties before concerned authorities, including land registration and title deed offices; to make all kinds of disposal on movable and immovable assets; including the movable pledge to be established on all kinds of movable and immovable assets in accordance with the Law on Movable Pledge in Commercial Transactions No. 6750 and the Turkish Civil Code numbered 4721, including movable pledge in commercial transactions, mortgage and other collateral; To make any disposal, including establishing all kinds of collateral and all kinds of real and personal rights, allocating or transferring these assets to others; to provide all kinds of in-kind or personal collateral, surety and guarantee on all movable and immovable assets of third parties, including those specified in this paragraph, on the condition of complying with the principles determined within the framework of the Capital Market legislation; to give all kinds of guarantees and sureties; to give all kinds of collaterals for the debts of the real and legal persons of which the Company is a partner;
  • 13) To establish, cause to be established and operate all kinds of plants in order to generate and sell electricity in these sources by obtaining a license for geothermal resources and natural mineral waters; to carry out, and to cause to be carried out any drilling and generation works to this end; to obtain the operation and / or exploration right of the geothermal fields by obtaining a license,
  • 14) To carry out research, development, exploration, extraction activities related to wind energy, hydroelectricity, solar energy, geothermal, methane gas, biomass, landfill gas, tidal gas and all kinds of energy resources to generate electricity; to enter into concession agreements related to such sources; To establish and operate all kinds of plants based on sources, including but not limited to the ones specified above;
  • 15) To make formal and private construction commitments and to undertake construction projects at home and abroad; to plan all kinds of structures; to design them; to provide consultancy and supervision services; to prepare tenders and to prepare tender documents and specifications;
  • 16) To manufacture, buy and sell, export and import machinery related to its fields of activities and to prepare all kinds of mechanical projects; to provide consultancy and control services,
  • 17) To manufacture, buy and sell, export and import all kinds of electrical and non-electric materials and vehicles; to undertake all kinds of electrical commitments; to provide engineering, consultancy and control services of all kinds of projects related to these works.
  • 18) On the other hand; To operate all kinds of greenhouse; to build, operate, buy, lease, and rent out all kinds of greenhouses for hydroponics and non- hydroponics farming; To carry out production, wholesale and retail purchase, sale, distribution, export and import of all kinds of foodstuffs; To produce, and to import, export and market all kinds of vegetables and fruits that can be grown in the greenhouse, including tomato, pepper, cucumber, eggplant; to carry out all kinds of seed development, production and improvement studies To produce, process, buy and sell, package, import, and export all kinds of fresh, dry, frozen vegetables, fruits, flowers, legumes, cereals, agricultural products; To produce, wholesale, retail purchase and sale, import and export all kinds of olive oil, sunflower, corn oil, hazelnut oil, and to establish, buy, lease, rent out, and sell olive groves; To import and export all kinds of greenhouse and greenhouse technologies, to provide international and domestic consultancy services in this regard; To buy and sell, import, and export all kinds of organic and chemical fertilizers and pesticides, home pest medicine, veterinary medicine, environmental health medicine, all kinds of chemical and analysis related hormones, plant development regulators, and all kinds of chemical and natural fertilizers; To carry out technology consultancy services on all issues related to agriculture; to carry out landscaping works; to develop agricultural projects; to undertake and control projects and investments;
  • 19) To redeem its own shares, provided that the Company should act in accordance with the capital market legislation and other relevant legislation, and make the necessary material disclosures;
  • 20) To make any kind of donation and to provide assistance to any person, institution or organization, including universities, educational institutions, foundations, associations seeking public interests, and individuals with such qualifications, provided that such donations must not contradict with provisions of the capital market legislation related to transfer of implicit earnings and other regulations, that required special case disclosures are made, that the donations made during the year are presented to the shareholders at the general meeting, and that such donations must not hinder the realization of the purpose and subject matter of the Company. The annual upper limit of the donations to be made is determined by the General Assembly, donations in excess of this limit cannot be made within the same year and the donations made in a given year are added to the distributable profit base. Regarding the amount of donation, in any case, mandatory limits determined by the Capital Markets Board are to be abided by.

The principles determined within the framework of the capital market legislation are complied with in the case of creating pledge rights, including guarantees, sureties, securities, or mortgages given on behalf of the Company or on other’s behalf.

In case of changes in the purpose and subject matters of the Company, necessary permissions must be obtained from the Turkish Ministry of Commerce and the Capital Markets Board.

In case the matters in this article and the future regulations to be issued by the Capital Markets Board are in conflict, the regulations to be issued by the Capital Markets Board shall be complied with.

In the context of this article, the necessary disclosures will be made in accordance with the regulations of the Capital Markets Board regarding the public disclosure in order to ensure that the investors are informed of transactions that may affect the investment decisions of the investors in terms of the works, transactions and activities carried out by the Company in accordance with the capital market legislation.

HEAD OFFICE OF THE COMPANY
ARTICLE 4

The head office of the Company is in Adalet Mahallesi, Hasan Gonullu Blv. No: 15/1 Merkezefendi, Denizli. In case of any changes in the address of the Company, the new address shall be registered by the Trade Registry Office and be published in the Trade Registry Gazette and also be notified to the Turkish Ministry of Commerce and the Capital Markets Board. Any notifications delivered to the registered and published address shall be deemed to have been properly delivered to the Company. Although the Company has left its registered and published address and fails to register its new address within the prescribed period, this situation shall be deemed as a reason for termination. The Company may open branches and representative offices in Turkey and abroad and have this occurrence registered and published in accordance with the decision of the Board of Directors, provided that this decision complies with the provisions of the Turkish Commercial Code and other relevant legislations, and that the Company informs the Turkish Ministry of Commerce and the Energy Market Regulatory Authority.

TERM OF THE COMPANY
ARTICLE 5

The Company was set up for an indefinite period of time.

CAPITAL
ARTICLE 6

The Company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law, and with the permission of the Capital Markets Board dated February 20, 2020 and numbered 11/270, it has started to implement the registered capital system.

The cap of the registered capital of Company is TRL 2,000,000,000 (two billion), as divided into 2,000,000,000 (two billion) registered shares with a nominal value of TRL 1.00 (one) each.

The permit for cap of the registered capital issued by the Capital Markets Board is valid for 2020- 2024 (5 years). Even if the permitted cap of the registered capital could not be reached at the end of 2024, in order for the Board of Directors to make a capital increase decision after 2024, it is mandatory to obtain authorization for a new period from the General Assembly for a period not exceeding five years by obtaining permission from the Capital Markets Board for the previously allowed cap or a new cap amount. In case the authorization is not obtained, the capital increase cannot be affected by the decision of the Board of Directors.

The issued capital of the Company is TRL 705.000.000,00 (seven hundred and five million). Whole of this capital was paid in cash and completely, free from collusion. The Company's issued capital of TRL 705,000,000, is divided into 420,000,000 (four hundred and twenty million) Class A registered shares, and 285,000,000 (two hundred and eighty-five million) Class B shares with a nominal value of TRL 1.00 (one) each.

The shares representing the issued capital are monitored within the framework of dematerialization principles.

Between the years 2020-2024 (until the end of 2024), the Board of Directors is authorized, as and when it deems necessary, to increase the issued capital up to the cap of the registered capital, to restrict rights of shareholders of privileged shares and to limit shareholders’ right to acquire new shares, and to adopt resolutions with respect to issue privileged shares, or shares with premiums, or shares with a value below their nominal value. The power to restrict right to acquire new shares cannot be used in a way that causes inequality among shareholders.

INCREASE AND DECREASE OF CAPITAL
ARTICLE 7

The capital of the Company can be increased or decreased when necessary within the framework of the provisions of the Turkish Commercial Code and capital market legislation.

Bonus shares issued during bonus capital increases are distributed pro rata to existing shareholders on the date of the increase to their shares.

Unless otherwise agreed during capital increases, Class A shares are issued in relation to Class A shares and Class B shares are issued in relation to Class B shares.

In the initial public offering of the Company's shares, the Board of Directors is authorized to remove all the shares to be issued within the scope of the capital increase by restricting the right of all existing shareholders to acquire new shares from the Class B and to offer all of these shares to the public.

After the initial public offering of the shares of the Company, the Board of Directors is authorized to exclude all shares to be issued from Class B within the scope of the increase, if it is explicitly authorized by the General Assembly

BOARD OF DIRECTORS
ARTICLE 8

The business affairs and management of the Company shall be conducted by the Board of Directors consisting of 8 (eight) members, who shall have the qualifications as set forth in the Turkish Commercial Code and the capital market legislation, to be selected by the General Assembly in accordance with the provisions of the Turkish Commercial Code and the Capital Markets Law. It is not required that any board members shall be a shareholder of the Company. Legal entities may be elected to the Board of Directors. In case a legal person is elected as a member of the Board of Directors, only one real person, who is nominated by such legal entity, is registered and announced together with the legal entity on behalf of such legal entity. In addition, the fact that the registration and announcement has been made shall be announced on the Company's website. Only this registered real person may attend the meetings and vote on behalf of such legal entity.

The half of the members of the Board of Directors of the Company shall be selected among the candidates to be nominated by the shareholders holding the majority of the Class A shares, provided that the capital represented by Class A shares continues to represent at least 30% of the issued capital of the Company. The members of the Board of Directors to be selected among the candidates to be nominated by the shareholders holding the majority of the capital represented by the said Class A shares shall be among the members other than the independent members specified in the corporate governance principles of the Capital Markets Board.

In the event that the capital represented by Class A shares does not continue to represent at least 30% of the issued capital of the Company, the privilege to nominate candidates for the above-mentioned Board of Directors from the moment the legal transaction leading to this situation occurs shall be automatically cease to exist. In addition, at the next General Assembly meeting to be held upon the occurrence of this situation, these Articles of Association shall be amended and the share classes and any reference to the share classes shall be removed.

A sufficient number of independent members of the Board of Directors shall be elected by the General Assembly to the Board of Directors within the framework of the principles regarding the independence of the members of the Board of Directors specified in the Corporate Governance Principles of the Capital Markets Board. The independent members must meet the conditions stipulated in the regulations of the Capital Markets Board regarding corporate governance.

The Board of Directors of AYDEM HOLDING ANONIM SIRKETI constitutes the following persons:

Address: ESENTEPE MAHALLESI BUYUKDERE CAD. NO: 175/101 SISLI/ISTANBUL

IDRIS KUPELI, a Turkish citizen with Turkish Citizen Identification Number 234******02, residing at ISTANBUL / EYUPSULTAN shall act on behalf of the legal entity.

GALIP AYKOSE, a Turkish citizen with Turkish Citizen Identification Number 143******42, residing at ISTANBUL / ATASEHIR has been elected as a member of the Board of Directors.

ERSIN AKYUZ, a Turkish citizen with Turkish Citizen Identification Number 641******90, residing at ISTANBUL / SISLI has been elected as a member of the Board of Directors

HAYATI OZTURK, a Turkish citizen with Turkish Citizen Identification Number 359******00, residing at ISTANBUL / ATASEHIR has been elected as a member of the Board of Directors.

OMER FATIH KEHA, a Turkish citizen with Turkish Citizen Identification Number 349******48, residing at DENIZLI / MERKEZEFENDI has been elected as a member of the Board of Directors.

SERDAR MARANGOZ, a Turkish citizen with Turkish Citizen Identification Number 155******26, residing at DENIZLI / MERKEZEFENDI has been elected as a member of the Board of Directors.

FATMA DILEK BIL, a Turkish citizen with Turkish Citizen Identification Number 286******54, residing at USKUDAR / ISTANBUL has been elected as a member of the Board of Directors.

SERPIL DEMIREL, a Turkish citizen with Turkish Citizen Identification Number 112******28, residing at KADIKOY / ISTANBUL has been elected as a member of the Board of Directors.

TERM AND REMOVAL OF THE BOARD OF DIRECTORS
ARTICLE 9

The board members can be elected for a maximum of three years. A board member whose term of office has expired may be re-elected.

Regarding the terms of office of independent board members, the regulations of the Capital Markets Board regarding corporate governance and the provisions of this Articles of Association shall be abided by.

If the General Assembly deems necessary, it can always remove a member of the Board of Directors.

In the event that there is a vacancy in the Board of Directors for any reason whatsoever or the independent board member loses his/her independence, the appointment shall be made in accordance with the provisions of the Turkish Commercial Code and the capital market legislation and the decision of appointment shall be submitted to the next General Assembly for approval. The member whose election is approved by the General Assembly completes the remaining term of office of the member replaced by him/her. In the case of a vacancy in the board of directors, the candidate, who is jointly proposed by the members of Board of Directors, who are elected upon nomination by the shareholders holding majority of the capital represented by the Class A shares and who are still in duty, shall replace a member of the Board of Directors, who was elected upon nomination by the shareholders holding majority of the capital represented by the Class A shares.

The Board of Directors may enter into contracts and other transactions with a term that exceeds its term of office.

MEETINGS OF BOARD OF DIRECTORS AND QUORUM FOR MEETING AND RESOLUTION
ARTICLE 10

For any meetings of the Board of Directors, the provisions of the Turkish Commercial Code and capital market legislation shall apply regarding the quorum of meeting and resolution.

Pursuant to the provisions of the Turkish Commercial Code, the Board of Directors may adopt a resolution if none of the members of the Board of Directors requests that a meeting be held, provided that the written approval of members of the board in the number as specified in the Turkish Commercial Code, the capital market legislation, and these Articles of Association is obtained for any written proposal of resolution on a specific matter of any member of the Board of Directors.

Those who have the right to attend the Company's board meeting may also attend these meetings through electronic means of communication in accordance with Article 1527 of the Turkish Commercial Code. The Company may establish an Electronic Meeting System that will allow the right holders to attend and vote electronically in accordance with the provisions of the Communiqué on Electronic Meeting of Board of Directors which will be held Outside the General Assembly of the Joint Stock Companies, and may purchase services from systems created for this purpose. At the meetings to be held, it is ensured that the right holders can exercise their rights specified in the relevant legislation through the system established in accordance with this provision of the Articles of Association of the Company, or through the system to be provided with support within the framework of the Communiqué on Electronic Meeting of Board of Directors which will be held Outside the General Assembly of the Joint Stock Companies.

REPRESENTATION AND BINDING OF THE COMPANY
ARTICLE 11

The Board of Directors of the Company is responsible for the management and representation of the Company.

The Board of Directors carries out the duties assigned to it in accordance with the Turkish Commercial Code, Capital Markets Law, other relevant legislation, and these Articles of Association.

In order for any documents to be issued and contracts to be made on behalf of the Company creating any commitment on behalf of the Company to be valid, they must bear the signature of the persons who have been given the authority to represent the Company and assume any liabilities on behalf of the Company by signing under the trade name of the Company in accordance with the Article 373 of the Turkish Commercial Code. The Board of Directors is authorized to determine the persons who have the authority to sign on behalf of the Company and the limits of their signatory powers. Only registered and announced signatory authorities will represent and assume liabilities on behalf of the Company. The notarized copy of the resolution, showing the persons authorized to represent the Company and how they are going to exercise such power, shall be registered before and announced by the trade registration office.

The Board of Directors is authorized to delegate its management powers and responsibilities to one or more members of the Board of Directors or third parties in accordance with an internal directive to be issued within the framework of article 367 of the Turkish Commercial Code. The powers of third parties to whom management authority has been delegated to this way are valid until the new Board of Directors delegates power on the same matters after the expiry of term of office of the member of the Board of Directors. It is required that at least one member of the Board of Directors must retain representation power.

HONORARIUM AND REMUNERATION OF MEMBERS OF THE BOARD OF DIRECTORS
ARTICLE 12

Pursuant to Article 394 of the Turkish Commercial Code, members of the Board of Directors are entitled to receive honorarium, wages, bonuses, premiums and annual profits, provided that such payments are determined by a resolution of the General Assembly.

The Capital Market Law and relevant legislation provisions regarding the remuneration of independent members of the Board of Directors are reserved

DUTIES AND POWERS OF THE BOARD OF DIRECTORS
ARTICLE 13

The Board of Directors is authorized to adopt resolutions regarding all kinds of acts and actions required within the scope of the Company's objectives and fields of activity, except those left to the authority of the General Assembly pursuant to the Turkish Commercial Code and these Articles of Association.

The provisions of relevant laws and regulations shall apply in connection with the formation, duties, and code of conduct of the committees that the Board of Directors is required to establish in accordance with the Capital Market Law, regulations on corporate governance issued by the Capital Market Board, the Turkish Commercial Code, and relevant laws and regulations. In order to ensure that the duties and responsibilities of the Board of Directors are fulfilled, other committees, including the Early Detection of Risk Committee, the Audit Committee, the Corporate Governance Committee, the Nomination Committee and the Remuneration Committee, or other committees which are required to be established, or which or are deemed appropriate to be established by the Board of Directors, shall be established. However, if it is impossible to establish a standalone. Nomination Committee and a Remuneration Committee due to the structure of the board of directors, the Corporate Governance Committee fulfills the duties of these committees. The duties, code of conduct, and members of the committees shall be determined by the Board of Directors and be disclosed to the public. All members of the Audit Committee and the chairmen of the other committees should be selected from among the independent board members.

GENERAL ASSEMBLY AND MEETINGS
ARTICLE 14

The General Assembly of the Company convenes ordinarily and extraordinarily.

The following principles are followed in these General Assembly meetings:

  • a) Form of Invitation: Notifications regarding General Assembly meetings are made in accordance with the provisions of the Turkish Commercial Code and capital market legislation. In addition to the procedures stipulated in the legislation, the notice for General Assembly meeting is given at least three weeks before the date of the General Assembly meeting, excluding the notice and meeting days by using any means of communication, including electronic communication. The notice shall be published at the Company's website, on the Public Disclosure Platform, and in Turkey Trade Registry Gazette. In addition to the notice for General Assembly meeting, the Company's notices and disclosures to be made in accordance with the legislation, as well as the issues determined by the Capital Markets Board's corporate governance regulations, shall be announced to the shareholders.
  • b) Time of Meeting: Ordinary General Assembly meetings convene in three months from the end of the related accounting period of the Company and at least once a year. Extraordinary General Assembly meetings, on the other hand, convene whenever required for the Company's business.
  • c) Venue: General Assembly meetings may be held at the principal place of business of the Company or at a convenient place in the city where the principal place of business is located, or in any of the provinces of Denizli, Istanbul or Izmir only in line with the resolution of the Company's Board of Directors.)
  • d) Voting and Appointment of a Proxy: Each share is entitled to one vote. Voting should comply with the provisions of the Turkish Commercial Code, Capital Markets Law and other relevant legislation.
    • At the General Assembly meetings, shareholders may have themselves represented by other shareholders or a proxy appointed from outside. The proxies who are shareholders in the Company are also authorized to use the votes of the shareholders they represent, in addition to their own votes.
    • The regulations of the Capital Markets Board on voting by proxy are abided by.
    • Shares are an indivisible whole vis-à-vis the Company. If a share has more than one owner, they can exercise their rights to the Company only through a proxy to whom they jointly appoint. If they do not appoint a joint proxy, the notices made by the Company to one of them shall be enforceable to all of them.
  • e) Discussions and Resolution Quorum: The agenda determined within the framework of the Turkish Commercial Code and the capital market legislation shall be discussed at the General Assembly meetings of the Company and necessary resolutions shall be taken. Subject to the article 438 of the Turkish Commercial Code and the article 29 of the Capital Market Law, the issues that are not on the agenda may not be discussed and resolved.

    At the General Assembly meetings, the provisions of the capital market legislation and the corporate governance principles of the Capital Markets Board and the provisions of the Turkish Commercial Code are complied with respect to the quorums for meetings and resolutions.

    The shareholders holding the majority of the capital represented by the Class A shares must also use a positive vote in order for the General Assembly of the Company to resolve on the following matters, and any amendments of the Articles of Association related to these matters, provided that the quorums in the Capital Market Law and the Turkish Commercial Code are maintained:

    • Release of the members of the Board of Directors from their liabilities upon approval of the annual report, budget and financial statements.
    • Amendment of the Articles of Association, except for capital increases to be made according to the registered capital system
    • Changing the Company's business subject, entering new main fields of activities, or ceasing to conduct existing ones.
    • Capital increase, liquidation, termination, capital reduction, change of type, except for capital increases to be made according to the registered capital system of the Company.