TURKLAND BANK ANONİM ŞİRKETİ
ARTICLES OF ASSOCIATION

Incorporation

Article – 1

A joint stock company is incorporated by the incorporators whose forenames, surnames and addresses are mentioned in the present Articles of Association in accordance with the provisions of the Resolution Number 91/2190, dated October 15, 1991 of the Board Of Ministers; the Banking Law and the Turkish Commercial Code (Hereinafter referred to as the “Bank”).

Incorporators

Article – 2

The incorporators of the Bank are those whose forenames, surnames and addresses are listed in the enclosure of the present Articles of Association.

Commercial Title

Article – 3

The commercial title of the Bank is “Turkland Bank Anonim Şirketi”.

Purpose and Subject Matter

Article – 4

The main purpose and subject matter of the Bank is to carry out all kinds of banking transactions, deposit collection as well as other legal transactions, activities and operations which are within the scope of authority of banks in accordance with the provisions of the Banking Law currently in force as well as Codes and decree laws to come into force in the future and other legal provisions related thereto.
To this end and in accordance with resolutions, instructions and orders of official corporations, the Bank may;
a) Accept, keep and operate all kinds of deposits, have deposit accounts opened for its own money.
b) Grant all kinds of credits, especially credits related to the promotion of exports and those related to the
regions having priority in development, execute surety contracts, give bill guarantees, issue letters of guarantee, accept credits granted in its favor in the same manner and with the same conditions, receive bill guarantees, accept letters of guarantee.
c) Carry out all kinds of industrial and commercial transactions, acts and activities in accordance with the provisions of the Banking Law, the Turkish Commercial Code, the Capital Markets Law as well as other laws and legal provisions related thereto, participate in persons and corporations having activities in these fields and incorporated in accordance with the provisions of private laws and public laws, establish partnerships, purchase or sell share certificates, other securities as well as the valuable papers and bonds of both public and private entities, dispose of the same in any legal way, pledge the same or receive them in pledge, commit to sell the share certificates and bonds of the joint stock companies offered to the public in accordance with the relevant provisions of the Capital Markets Law, establish, operate and manage securities investment funds in accordance with the relevant provisions of the Capital Markets Law, carry out activities as intermediaries in accordance with the relevant provisions of the Capital Markets Law, carry out other activities and transactions, by way of making use of the authorizations granted and duties rendered to the banks by the same Law, purchase and sell Treasury bonds and promissory notes and dispose of the same in any legal manner, purchase and sell public partnership certificates and dispose of the same in any legal manner, issue bonds, promissory notes and other capital markets debt instruments in accordance with the provisions of the law and by obtaining the required permissions. d) Act as commercial representative, commercial attorney, insurance agency, commissioner, undertake import and export activities provided that they are related and limited to banking activities and deposit collection; carry out import and export activities in order to accomplish its purpose and subject matters as well as international banking activities and deposit collection.
e) Carry out industrial and commercial activities that banks are currently authorized or will be authorized to undertake in the future in accordance with the provisions of legal provisions.
f) Purchase industrial goods and immovable properties in accordance with the provisions of relevant articles of the Banking Law and provided that the conditions mentioned in the present Articles are met, sell the same in the same fashion and under the same conditions, dispose of in any legal manner whatsoever, execute lease contracts, act as a surety, establish mortgages, release mortgages, establish business pledges, execute pledge agreements.
g) Carry out training, economic organization, consultancy activities related to banking.
h) Acquire and transfer patents, rights, licenses and concessions, brands, models, drafts and commercial titles, know-hows and other similar intangible rights useful for banking-related transactions, assign the same and dispose of in any legal manner whatsoever.
i) Spread out training, organization, modern banking systems in social, cultural and especially banking fields related to the development of the country, establish foundations (premises) to grant scholarships in order to enable skilled persons to be trained both in the country and abroad, participate in those established to these ends, to grant aid in cash and/or in kind to foundations (premises) established by itself or by others.
j) Follow and study the developments in the field of economic, financial, technical banking in the country and abroad or have the same followed and studied and publish publications on that matter.
k) Organize or reorganize local or foreign banks, companies, corporations, institutions or real persons and their companies, either currently existing or to be established in the future, have the same organized or reorganized or carry out consultancy activities for them.
l) Establish all kinds of companies (including banks) both in the country and abroad in the event whereby it deems useful, participate in companies and banks established with the same purposes, purchase shares and share certificates thereof, acquire similar companies and banks in part or in whole, assign or sell the same to others when necessary. Provisions related to the Banking Law are reserved.
m) Act as correspondent or representative of local or foreign banks and appoint them as correspondents and representatives of the Bank.
n) Within the framework of the limits determined by the Banking Law and other relevant legislation in force, the Bank may also act as a consultant or an intermediary for financing, project financing, mergers of companies and corporations, privatizations, offering to the public, issuance of marketable securities, assessment of assets, shares and share certificates, the assignment of the same, feasibility studies, sector surveys, counter-trade.

Head Office and Branch Offices

Article – 5

The head office of the Bank is in Istanbul, at the address of “19 Mayıs Cad. No: 7 Şişli Plaza A Blok Şişli Istanbul”. In the event whereby the aforementioned address changes, the new address shall be registered with the trade registration office and announced through the Trade Registration Gazette of Turkey. The Ministry of Industry and Commerce shall also be informed thereof. Any notification to the registered and announced address will be deemed as duly delivered to the Bank. Leaving the registered and announced address but failing to register the new address in due time will be a reason for the termination of the Bank. The Bank will be entitled to open branch offices abroad provided that the Ministry of Customs and Trade is informed thereof.

Duration

Article – 6

The Bank is established for an indefinite period of time starting from the date of its definitive establishment.

Capital

Article – 7

a) The Bank’s capital is 1.000.000.000,00 –(One Billion) Turkish Liras. This capital has been divided into 10.000.000.000,00 (Ten Billion) registered shares each with a nominal value of 10 (ten) Kurus.
b) The part of 650.000.000.00,00 (Six Hundred anf Fifty Million) Turkish Liras of the capital has been fully paid-in. 350.000.000,00 (Three Hundred and Fifty Million) Turkish Lira, which has now been increased, has been fully subscribed free of any simulations.  The entire capital of 350.000.000,00 (Three Hundred and Fifty Million) Turkish Liras, which has been increased and committed and blocked by the shareholders, will be added to the pre-registration capital after the Resolution of the General Assembly.

c) The Board of Directors is entitled to decide on making the necessary calls and notifications via registered mail about the exact date of payment of the capital.  

d)  Dividend coupons of the share certificates are to bearer and are payable to who submits them. Dividends relating to temporary bearer share certificates issued to shareholders before the issuance of share certificates are payable against receipt and by inscribing on the back of the temporary share certificates.
e)  Share certificates are issued by printing coupons representing one or more share(s) by a decision of the Board of Directors.

Issuance of Share Certificates

Article – 8

Share certificates issued by the Bank must be registered and quoted at the Stock Exchange.

Assignment of Share Certificates

Article – 9

a) The assignment of share certificates and the registered certificates will be enforceable to the Bank as of their registration in the shareholders book following to the approval of the Board of Directors to assignments. The Board of Directors may refuse to approve the assignment of shares and may abstain from registering such assignments to the shareholders book in compliance with the Turkish Commerce Code.
b) Once a shareholder demands to assign her shares, the shareholder shall notify the Board of Directors via registered mail; following to such notification if the Board of Directors finds assignment appropriate the shares shall firstly be offered to other current shareholders of the Bank. The Board of Directors shall notify such decision to the related individual within three months from receiving the notification to assign shares.
c) Any transfer of shares resulting in the acquisitions of a person of ten percent or more of the capital of the
Bank, either directly or indirectly or causes the shares owned by a shareholders to exceed the ratio
specified in the Banking Act or to below the said ratios shall be subject to the approval of the Banking
Regulation and Supervision Agency. Any shareholder owning ten percent or more of the capital, either directly or indirectly, must bear the qualifications required for incorporators. Shareholders losing such qualifications and those acquiring shares without being authorized by the Agency cannot use their shareholder rights other than dividend rights. In such an event, such rights will be used by the Savings Deposit Insurance Fund. Provisions related to the assignment of shares of the Bank’;s shares are reserved.
d) Partnerships and corporations in which the Bank participates cannot purchase the shares of the Company or accept the same as pledges or pay advances against such shares.
e) The Bank cannot take possession of its own share certificates in an amount exceeding or will be exceeding one tenth (ten percent) of the principal capital as a result of a transaction for consideration
or accept the same as pledges. The provisions of Article 379 of the Turkish Commercial Code are reserved.
f) In case of death, a Court decision must be duly submitted to the Bank in order to have the transfer registered in the name of inheritors or other assignees.
g) Share Certificates and registered certificates shall be delivered to the acquirer after the inion by the transferor, the name and the address of the person to whom they are assigned as well as the date of the transaction on their reverse side.
h) Registered shares that are not entirely paid-in can only be transferred by the approval of the Board of Directors. The provisions of the Turkish Commercial Code are reserved.
i) The transfer of the shares belonging to a person participating in a capital increase and subscribing for participation is also subject to the provisions of the present article. However, in such an event, the outstanding portion of the price of such shares shall not be claimed from the transferor.

General Assembly Meetings

Article – 10

The General Assemblies of the Bank shall convene either in ordinary or extraordinary meetings with the quorum specified in the Turkish Commercial Code. Ordinary General Assembly Meetings shall convene within three months following the end of the fiscal year.

Invitations to General Assembly Meetings

Article – 11

a) General Assemblies shall be called for ordinary and extraordinary meetings by the Board of Directors
b)Invitations for General Assembly Meetings must be announced through the Trade Registration Gazette of
Turkey and in at least one newspaper published in the locality of the head office of the Bank, at least two weeks in advance, the dates of the meeting and the date of the announcement being excluded.
Announcements must mention the place, the date and the hour of the meeting as well as the agenda thereof. Announcements related to invitations for ordinary General Assembly Meetings shall also mention
that the balance sheets, the profit and loss accounts, the reports of the Board of Directors and the auditors will be kept available for the examination of shareholders at the head office and branch offices of the Bank at least fifteen days before the meeting.
c) The date and the hour of the meeting as well as the agenda thereof shall be notified to the shareholders and other authorities specified by relevant legislation by the General Management of the Bank by registered mail two weeks before the date of the meeting.

Place of The General Assembly Meetings

Article – 12

General assembly may meet at the head office of the Bank or in any suitable place in the city where the head office of the Bank is located.

Quorums Required for the General Assembly Meetings and the Resolutions

Article – 13

Quorums required for the General Assembly Meetings  and the resolutions are as specified in the Turkish
Commercial Code. Resolutions related to a capital increase require the vote in favor of at least 51 % of the shares representing the capital of the Bank.

Right to Vote and Voting at The General Assembly Meetings 

Article – 14

Each shareholder or their proxies present at the General Assembly Meetings have right to one vote per share.
In accordance with relevant provisions of the Banking Law, the right of vote of Savings Deposit Insurance Fund is reserved.
In General Assembly Meetings, votes are cast by raising hands. In the event whereby at least ten percent of the shares represented by shareholders attending the meeting or their proxies, vote can be cast by secret ballot.

Management of the General Assembly Meetings and the Minutes Thereof

Article – 15

It is mandatory to have a representative from the Ministry of Customs and Trade to be present at the General Assembly meetings.

Once the Competent person of the Ministry of Customs and Trade of the Republic of Turkey determines that the quorum required for the meeting is reached, the Chairman of the Board of Directors, his/her deputy, or a member thereof opens the meeting. The Board of the Meeting shall consist of a chairman, two scrutinizers, and a secretary to be elected by the General Assembly. In case of necessity, a vice Chairman, more than two scrutinizers and more than one secretary can be elected. The Board shall write the deliberations or their summary and the resolutions in the minutes of the meeting. The General Assembly may decide to grant the Board with authority to sign the minutes at the end of the meeting. The notes related to the objections of shareholders or their proxies opposed to the resolutions shall be written in the minutes of the meeting and signed by such opponent. Minutes of the meetings will not have any effect if not signed by the Competent person of the Ministry of Customs and Trade of the Republic of Turkey. Resolutions of the General Assemblies are enforceable against all shareholders, either present at the meeting or not, approving or disapproving the resolution or having abstained as well as the Bank and all the bodies thereof. In accordance with the provisions of articles 433 and 445,446,448 of the Turkish Commercial Code, the rights of the shareholders to file a lawsuit in order to have resolutions cancelled are reserved.

The Board of Directors

Article – 16

The Bank shall be managed and represented by a Board of Directors consisting of at least five members elected by the General Assembly. The General Assembly shall be entitled to determine any number of members of the Board of Directors.
Legal persons may be also elected a member of the Board of Directors. In this case, a real person who is designated by the legal person shall attend boards meetings and the real person is registered in the Trade Register and published with legal person. Issues relating to members of the Board shall be conducted in accordance with the legislation and the relevant provisions of the Banking Law. Members of the Board of Directors may be reelected. The General Assembly shall be entitled to change members of the Board of Directors at any time. The General Manager of the Bank, fulfilling the conditions foreseen by the banking law or his/her deputy in his/her absence is a natural member of the Board of Directors. Other members of the Board of Directors shall be elected from among persons bearing the qualifications required by the banking law. Provisions of article 363 of the Turkish Commercial Code are reserved. According to article of 375 of the Turkish Commercial Code, Board of Directors shall discharge their non-transferable and inalienable duties and power, perform in accordance with the their tasks.

Members of The Board of Directors, Taking Oaths and Making Declarations of Assets;

Article – 17

The Chairman, the Vice Chairman or the members of the Board of Directors, shall not assume their duties until they take an oath in accordance with the provisions of the Banking Law. In accordance with the provisions of the Banking Law, the Chairman, the Vice Chairman and members of the Board of Directors are required to declare their assets. This obligation shall continue as long as they remain in function in accordance with the provisions specified in the relevant legislation.

Share of Duty of The Board of Directors, Meetings and Resolutions:

Article – 18

At the first meeting following the elections, the Board of Directors shall elect a Chairman and a Vice-Chairman to carry out the duties of the Chairman in his/her absence from among its members.

The obligations to elect members of the Credit Committee and their substitutes are reserved. The Board of Directors shall meet at the head office of the Company or in another place in or outside Turkey upon an invitation of the Chairman or the Vice-Chairman of the Board of Directors whenever necessitated by the affairs of the Bank, provided that all of the members are informed thereof in writing. At least one meeting every three months must be held as a minimum.
To hold a meeting, majority of all the members of the Board of Directors must be present. To adopt a resolution majority of the Chairman, the Vice-Chairman and the members of the Board of Directors present at the meeting must vote in favor of such resolution.

A resolution may also be adopted through the written approval of the members to a proposal on a certain matter unless the any member of the Board of Directors requests discussions and provided that this proposal is made to all members of the Board of Directors. Resolutions of the Board of Directors shall be written in the Book of Resolutions as foreseen by the Banking Law and signed accordingly.

The Board of Directors may, pursuant to an internal directive to be issued by thereby in accordance with the applicable legislation, reserving the relevant provisions of the Banking Law and excluding non-assignable duties and liabilities of the Board of Directors stipulated in the Turkish Commercial Code, delegate wholly or partially, the management authorities to the Chairman, to one or more of the executive members of the Board of Directors, or to the General Manager, to act individually or jointly, and shall register and announce such internal directive. The internal directive shall specify the terms, conditions and limitations of such delegation.

Representation of Bank

Article – 19

The Bank shall be managed, represented, and bound by the Board of Directors. Provisions of the Banking Law, the Turkish Commercial Code related to the granting of regional directors, branch managers and the General Manager with authority to represent and to bind the Bank as well as provisions of articles 366 and 367 of Turkish Commercial Code are reserved.

In order to be valid and binding for the Bank, any document, paper, bill or bonds issued and contracts executed on behalf of the Bank must bear under the commercial title of the Bank with the signatures of the authorized signatories, whose places and forms shall be determined by the Board of Directors and who are registered with the Trade Registry and announced through the Trade Registry Gazette of Turkey.

The Board of Directors shall determine the persons authorized to represent the Bank and their representation authorities.

By virtue of an internal directive, the Board of Directors may, in accordance with the applicable legislation, reserving the relevant provisions of the Banking Law No: 5411 and excluding non-assignable duties and liabilities of the Board of Directors stipulated in the Turkish Commercial Code, delegate the representation authorities to one or more executive member(s),to third party (ies) acting as managers, or to other person(s)to be determined therein and grant limited representation authority.

At least one member of the Board of Directors shall have representation authority.

Term of Duty of The Members of The Board of Directors and Their Salaries

Article – 20

The members of the Board of Directors may be elected for a maximum term of three years. Members of the Board of Directors may be reelected. The term of appointment of the Board of Directors shall be determined by the General Assembly. In case of a vacancy before the end of the term of appointment, a new member shall be elected in accordance with the provisions of article 363 of Turkish Commercial Code. Salaries to be paid to the Chairman, Vice-Chairman and members of the Board of Directors shall be determined by the General Assembly.

Establishment, Authority And Inspection of The Credit Committee

Article – 21

The Board of Directors shall establish a Credit Committee fulfilling the conditions determined by the Banking Regulation and Supervision Agency.
The Board of Directors shall be entitled to ask for information about the activities of the Credit Committee and to carry out every inspection it shall deem necessary.
In the event whereby the Banking Regulation and Supervision Agency so foresees, members of the Credit Committee must take an oath and declare their assets.

Resolutions of The Credit Committee

Article - 22

Resolutions of the Credit Committee shall be signed by its members and kept as provided by the Banking Law.

The Audit Committee

Article - 23

Board of Directors shall establish an audit committee for the assistance of execution of the audit and monitoring functions of the Board of Directors in compliance with the Banking Code. Audit committee shall consist of minimum two members. Audit committee members shall be appointed amongst the members of the board of directors who do not have executive duties. Audit committee’s duties, powers and liabilities as well as working principles and procedures shall be regulated by the Board of Directors.

Appointment of General Manager and Deputy General Managers

Article – 24

The General Assembly or the Board of Directors shall elect a General Manager and a sufficient number of Deputy General Managers. The term of duty of the General Manager and his/her Deputy General Managers is not limited by the term of duty of the Board of Directors.
The duties and the authorities of the General Manager and his/her Deputy General Managers shall be determined in accordance with relevant provisions of the Turkish Commercial Code and the Banking Law .

Conditions Required From General Manager and Deputy General Managers

Article – 25

The General Manager and his/her Deputy General Managers must have the education degree specified by the Banking Law The person to be appointed as General Manager must have at least ten years of experience in banking or management and those to be appointed as Deputy General Managers must have at least seven years of experience in the same fields.

Article – 26

In the event whereby the Banking Regulation and Supervision Agency so foresees, the General Manager and his/her Deputy General Managers and Managers have first degree signature authority required by the Banking Law are obligated to declare their Assets .

The Independent Auditor’s Qualifications, Term of Duty, Main Duty and Authority, Wage

Article – 27

The Bank is audited by the Independent Auditing Firm elected by the General Assembly in compliance with the Banking Law, the Turkish Commercial Code and the related legislation, to act in compliance with the law as the auditor. After the election, the auditor is registered in the Trade Register by the Board of Directors, and published and announced on the Internet site.

An Independent Auditing Firm [Auditor] shall be appointed for each fiscal year and its fee shall be determined by the General Assembly

The dismissal of the auditor and the termination of the agreement by the auditor are possible only within the framework of the provisions of Article 399 of the Turkish Commercial Code.

The auditor must audit Bank’s financial statements and the Board of Director’s annual activity report in compliance with the principles determined by the Accounting and Auditing Standards Authority, Banking Law, Turkish Commercial Code and related laws and regulations and to draft auditing reports and opinions to submit to the Board of Directors.

In case the Auditor submits an unfavorable opinion, the Board of Directors will convene the General Assembly, within four working days as of the date of submission of the opinion, and the General Assembly will elect a new Board of Directors. The General Assembly may re-elect the previous Board members as well. The elected Board of Directors will have new financial statements prepared within six months and submit them to the General Assembly together with the audit report.

The auditor must perform its duty honestly and impartially and keep all information secret.

The Independent Auditing Firm cannot be re-appointed if it has served for seven of the last ten years or unless it did not serve for the last three years.
The other provisions of the Banking Law and Turkish Commercial Code, related to the Auditor, are reserved.

Bank Examiners

Article – 28

Bank examiners in a sufficient number shall be appointed in order to verify whether or not the banking activities and the collection of deposits comply with the banking principles.

Fiscal Year

Article – 29

The fiscal year of the Bank is a calendar year.

Balance Sheets, Profit and Loss Accounts, Reports of The Board of Directors and The Auditors

Article – 30

At the end of each fiscal year, balance sheets, profit and lost accounts, the report of the Board of Directors and the Auditors’ Report related to that fiscal year shall be prepared. The balance sheets, profit and lost accounts, the report of the Board of Directors and the Auditors’ Report shall be available for the examination of shareholders fifteen days before the date of the General Assembly Meeting.

Determination of Net Profit for the Period

Article – 31

Bank’s net profit shall be determined by deducting the taxes to be paid legally from the pretax profit which shall be calculated by subtracting the ordinary and extraordinary expenditures from the ordinary and extraordinary income from the activities of the bank on the fiscal year.

Allocation and Distribution of Net Profit for the Period

Article – 32

After setting aside the legal and financial obligations, the balance of the Net Profit for the Period shall be allocated or distributed as follows:
From the Net Profit for the Period
a) Five percent to be allocated as general statutory reserves
b) An amount equal to five percent of the paid-in capital of the Bank shall be set aside to be distributed to the shareholders as a “first dividend” on a prorata base of their paid-in capital and from the undistributed balance of the net profit,
c) A maximum of five percent can be allocated by the General Assembly to the members of the Board of Directors and Executive Directors including the General Manager who is a natural member of the Board of Directors.
d) After the allocations and distributions mentioned in previous paragraphs, a part to be determined by the General Assembly shall be set aside to be distributed to the shareholders as a “second dividend” on a prorata base of their paid-in capital.
e) Ten percent of the amount to be distributed in accordance with the provisions of paragraphs (c) and (d) of the present article shall be added to general Statutory Reserves in accordance with the provisions of article 519/c of the Turkish Commercial Code.
f) After having set aside and allocating the reserves mentioned in paragraph (a) and the dividends mentioned in paragraphs (b) and (c) of the present article, the General Assembly shall be entitled to report the net profit or a part thereof to following years or to add it to extraordinary reserves. If necessary, the Board of Directors can advise the General Assembly on this matter.
g) The procedures of distribution of the dividends to the members of the Board of Directors and to executives shall be made in accordance with the provisions of paragraph (c) of this article as decided by the Board of Directors.
h) Dividends can only be paid from the net profit. No dividend can be distributed until the reserves mentioned in paragraph (a) of the present article have been paid in.
i) The date of payment of the dividend to be distributed in accordance with the provisions of the present article shall be determined by the Board of Directors.
j) First and second dividends to be paid to shareholders within the framework of a capital increase shall be calculated in accordance with the last day of payment of calls related to unpaid Capital.
k) Dividends distributed in accordance with the provisions of the present Articles of Association cannot be claimed back. Provisions of article 512 of the Turkish Commercial Code are reserved.

Reserves Funds

Article – 33

The Bank shall set aside statutory reserves until they reach 20% of its capital. In the event whereby the statutory reserves having reached 20 % of the capital decrease for any reason whatsoever, statutory reserves shall continue to be set aside until they reach 20% of the capital again.
General Statutory reserves can specially be used to cover losses, to maintain the activities when the business goes bad, to prevent unemployment or to take suitable measures in order to minimize the impact thereof, until they exceed the half of the authorized capital. No dividend can be distributed until the statutory and facultative reserves as well as monies to be set aside in accordance with the provisions of the Law and the present Articles of Association have been set aside.

Announcements

Article – 34

a) Announcements related to the Bank shall be published in one of the daily newspapers of the locality of the head office of the Bank within legal period unless otherwise provided by Law and with the exception of the matters which, in accordance with legal provisions, must imperatively be announced through the Trade Registration Gazette of Turkey.
b) A copy approved by the auditors of the balance sheets and the profit and loss accounts must be
announced through the Official Gazette and a national newspaper within a month following the General
Assembly Meeting having approved the said documents.

Annual Reports and Accounts

Article – 35

The Bank shall send to the Ministry of Customs and Trade, the annual report of the Board of Directors, the report of auditors, the profit-loss account as well as the list of attendants in triplicate within a month from the General Assemblies. The mentioned documents can also be delivered to the commissioner of the Ministry of Customs and Trade who attended to observe the meeting. In accordance with relevant provisions of the Banking Code the balance sheets and the profit-loss accounts shall be approved by the Independent Auditing Firm and shall be sent to the Banking Regulation and Supervision Agency as well as to other related government authorities .

Consignment of Articles of Association

Article – 36

The Bank shall print and consign the present Articles of Association to the incorporators as well as to new shareholders who will participate in the capital increase. Two copies of the printed edition shall be consigned to the Ministry of Customs and Trade of the Republic of Turkey and to the Undersecretariat of Treasury and Foreign Trade.

Reference To Legal Provisions

Article – 37

Provisions of the Banking Law, the Turkish Commercial Code and other legal provisions shall be applicable on matters not covered by the present Articles of Association. In case of an amendment of the Law, the decree laws and other legislation, the application shall continue in accordance with amended provisions.