minutes of the ordinary general … 1 - it was resolved in line with the proposal ... mr. clive mark...
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Convenience translation
Istanbul 1318709.4
OMV PETROL OFİSİ ANONİM ŞİRKETİ
MINUTES OF THE ORDINARY GENERAL ASSEMBLY MEETING DATED 16 MAY 2013 FOR THE FISCAL YEAR 2012
The Ordinary General Assembly Meeting of OMV Petrol Ofisi Anonim Şirketi was held on May 16, 2013 at 10:00 at the headquarters of the Company in Eski Büyükdere Caddesi, No:38, Maslak, Şişli, Istanbul under the supervision of the Ministry Representative Mr. Nevzat Özer appointed by the Istanbul Provincial Directorate of the Ministry of Customs and Commerce with its letter no. 15455, dated May 15, 2013. The invitation to the meeting including its agenda, date and place was duly announced in the Turkish Trade Registry Gazette no. 8305 dated April 22, 2013 and published on the website of the Company, www.poas.com.tr on April 19, 2013 as stated in the Turkish Commercial Code and Articles of Association. It was determined pursuant to Article 1527 subparagraphs 5 and 6 of the Turkish Commercial Code that the Company made the preparations for the electronic general assembly in accordance with the legal provisions. Mr. Alper Yücel as “Central Registry Agency Electronic General Assembly System Certificate Expert” was appointed by the member of the Board of Directors, the CEO, Gülsüm Azeri to use the electronic general assembly system and the General Assembly Meeting was initiated simultaneously in physical and electronic platforms. It was understood upon examination of the List of Attendees that 41,007 shares representing TRY 41,007.300 was represented by principal and 560,148,038 shares representing TRY 560,148,098.814 of the share capital was represented by proxy from the 577,500,000 shares representing the Company’s total share capital in the amount of TRY 577,500,000; so that the meeting quorum as per the agenda required by the Turkish Commercial Code and the Articles of Association was met, Gülsüm Azeri as the representative of the Board of Directors, member of the Executive Committee Reinhard Pichler and members of the Board of Auditors Hacı İsa Baydoğan and İsmail Aydın Günter were present and such were confirmed and declared by the Ministry Representative and the meeting was opened by Ms. Gülsüm Azeri and discussions on the agenda commenced. Article 1 - It was resolved in line with the proposal submitted by OMV Aktiengesellschaft and OMV Petrol Ofisi Holding A.Ş. by the majority of 560,184,264 affirmative votes against 4,781 negative votes that the Presiding Board was comprised of Ms. Gülsüm Azeri as the Chairman, Ms. Gül Özdinç and Buluş Orhan as the Vote Collectors and Mr. İlhan Kul as the Secretary. The Presiding Board was authorized to sign the General Assembly minutes. Article 2 - In line with the proposal submitted by OMV Aktiengesellschaft and OMV Petrol Ofisi Holding A.Ş. it was resolved by the General Assembly with the majority of 560,184,264 affirmative votes against 4,781 negative votes that the Board of Directors Activity Report not be read as it was distributed to the shareholders attended to the meeting. The main items of the Financial Statements and Profit Statements and Report of the Board of Auditors for the year 2012 and the opinions section of the Independent External Audit Report were read. Financial Statements and Profit Statements and Report of the Board of Auditors were discussed and also in line with the proposal, the approval of the new Members of the Board of Directors appointed to replace the resigned members within the financial year in accordance with Article 413/3 of the Turkish Commercial Code was commenced. It was presented to the information and approval of the General Assembly that; Austrian citizen Gerhard Dr. Roiss residing at the address of Trabrennstrasse 6-8, 1020 Vienna, Austria with tax number 3130539303; UK citizen David Charles Davies residing at the address of Trabrennstrasse 6-8 1020, Vienna, Austria with the tax number 2710723927; Dutch citizen Jacobus Gerardus Huijskes residing at the address of Trabrennstrasse 6-8 1020, Vienna, Austria with the tax number
Convenience Translation OMV PETROL OFİSİ ANONİM ŞİRKETİ
MINUTES OF THE ORDINARY GENERAL ASSEMBLY MEETING
DATED 16 MAY 2013 FOR THE FISCAL YEAR 2012
2 Istanbul 1318709.4
4640554103; German citizen Hans-Peter Floren residing at the address of Elsaßstraße 74, 45259 Essen, Germany with the tax number 3880667097; Austrian citizen Stefan Waldner residing at the address of Trabrennstrasse 6-8 1020, Vienna, Austria with the tax number 6100378968; and Turkish citizen Tulu Gümüştekin Terzioğlu residing at the address of Ahi Evran Cad., Polaris Plaza, Kat 15, N:63, 34398 Maslak, İstanbul with Turkish ID number 32335807764 representing OMV Aktiengesellschaft, resigned and appointed as the real person Member of the Board of Directors and Austrian citizen Manfred Leitner residing at the address of Trabrennstrasse 6-8 1020, Vienna, Austria with the tax number 6080449223; Turkish citizen Gülsüm Azeri residing at the address of Eski Büyükdere Cad. No: 37 Maslak, İstanbul with Turkish ID number 23330085622 representing OMV Petrol Ofisi Holding A.Ş., resigned and appointed as the real person Member of the Board of Directors; were appointed by the Board of Directors’ resolution and such changes were approved with the majority of 560,148,538 affirmative votes against 40,507 negative votes. One of the shareholders Mr. Çetin Ganioğlu took the floor and delivered the warning that the Company was not managed well, did not make enough profit in the last three years and could not pay taxes and voted negatively. One of the shareholders attended to the meeting in electronic platform, Mr. Jilber Topuz delivered the warning that: “The Company was managed unsuccessfully by OMV Management, competitive distributor Opet A.Ş. closed the year 2012 with the profit in the amount of TRY 250 million and OMV could only profit in the amount of TRY 15,43 million. The Management have to take measures increasing the stability urgently in order to distribute dividend to the shareholders. There are not any successful result in the Board of Directors Activity Report satisfying the shareholders. Regarding the Stock Exchange value, in a period when Bist100 broke a record, the shares of the Company are priced 25-30% below than the amount paid to Doğan Holding’s share in the year 2010 in the Stock Exchange.” Article 3 - It was resolved by the majority of 560,148,538 affirmative votes against 40,507 negative votes to release severally the members of the Board of Directors and Auditors from their activities in the year 2012. None of the members of the Board of Directors joined voting of their releases. Mr. Jilber Topuz delivered the warning for this item of the agenda that: “A product without marker was detected in Samsun terminal of the Company and EMRA sentenced the Company for this reason. The investors were not informed by the Company even after such a big incident which may cause the cancellation of the license. Is any public action filed for this issue? Is there any possibility of the cancellation of the license? Are the responsible parties determined and necessary punishments were inflicted? Is the Company acquitted from this crime? I do not release the members of the Board of Directors and I reserve my rights to sue the members of the Board of Directors for compensation of all damages arisen out of this crime of the company regarding petroleum smuggling.” Articles 4 - The discussions on election of the Independent Members of the Board of Directors, their terms of office and attendance fees were commenced. It was resolved upon the proposal of OMV Aktiengesellschaft and OMV Petrol Ofisi Holding A.Ş. by the majority of 560,148,538 affirmative votes against 40,507 negative votes Mr. Clive Mark Hyman and Mr. Haluk Kaya be elected as the Independent Members of the Board of Directors for one year, each be paid annually in Turkish Liras corresponding to the gross amount of EUR 30,000.
Convenience Translation OMV PETROL OFİSİ ANONİM ŞİRKETİ
MINUTES OF THE ORDINARY GENERAL ASSEMBLY MEETING
DATED 16 MAY 2013 FOR THE FISCAL YEAR 2012
3 Istanbul 1318709.4
Article 5 - It was resolved by the majority of 560,148,538 affirmative votes against 40,507 negative votes that the Board of Directors be allowed to enter into transactions stated in Articles 395 and 396 of the Turkish Commercial Code. Article 6 - It was resolved by the majority of 560,148,538 affirmative votes against 40,507 negative votes that the election of Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (Ernst & Young) to conduct the independent audit of the financial statements for the financial year January 1, 2013- December 31, 2013 of the Company be approved. Article 7- The dividend distribution policy of the Company and the proposal of the Board of Directors for the year 2012 was read. It was understood that the “Distributable Net Dividend of the Financial Period” which is calculated in line with the principles laid out in the Communique Serial No: XI No: 29 of the Capital Market Board (“CMB”), International Accounting Principles, International Financial Reporting Standards and relevant decisions of the CMB is TRY 11,725,838.67 and based on the dividend distribution principles of CMB and financial needs of the Company, it was resolved by the majority of 560,148,538 affirmative votes against 40,507 negative votes that dividend will be distributed for the financial year of 1 January 2012 and 31 December 2012 and the remaining amount which is calculated after the first statutory reserve is separated from the net distribution of TRY 99,909,734.94 to be transferred to the Company reserve for the contingencies. Article 8 - The Donation and Charity Policy of the Company was read pursuant to the Additional Article 1.3.11 of the Communiqué on Determination and Application of the Corporate Governance Principles Serial No: IV No: 56 of CMB by OMV Aktiengesellschaft and OMV Petrol Ofisi Holding A.Ş. and the information on the donation amount made to various institutions in 2012 equal TRY 1,291,219.75 was presented to the shareholders. It was resolved by the majority of 560,153,319 affirmative votes against 35,726 negative votes that the upper limit for donations in 2013 will be TRY 2,500,000 (two million five hundred Turkish Liras). Our shareholder Mr. Çetin Ganioğlu took the floor and stated that given the current financial situation of the Company, the Company should not donate, and granted a negative vote against the upper limit for donations in 2013. Article 9 - The shareholders were informed that all transactions including the extensive and continuous transactions executed with the relevant parties, mortgages, pledges and other securities granted on behalf of the third parties and it was stated that this item in the agenda was for information purposes only, therefore would not be voted. Reinhard Pichler took the floor and answered the inquiries of Mr. Jilber Topuz and Mr. Çetin Ganioğlu. Article 10 - Pursuant to the Additional Articles 2.1.2 and 4.6.2 of the Communiqué on Determination and Application of the Corporate Governance Principles Serial No: IV No: 56 of CMB, the Company Fee Policy and Information Policy were read and it was stated that this item of the agenda was for information purposes, therefore would not be put to the vote. Article 1 - “The Internal Regulation on the Methods and Principles of the General Assembly” which was accepted by the Board of Directors and announced in the Public Disclosure Platform (PDP) and website of the Company www.poas.com.tr and Electronic General Assembly System of the Central Registry Agency was presented to the General Assembly and approved by the majority of the 560,148,538 affirmative votes against 40,507 negative votes.
Convenience Translation OMV PETROL OFİSİ ANONİM ŞİRKETİ
MINUTES OF THE ORDINARY GENERAL ASSEMBLY MEETING
DATED 16 MAY 2013 FOR THE FISCAL YEAR 2012
4 Istanbul 1318709.4
Article 12 - It was resolved by the majority of 560,148,538 affirmative votes against 40,507 negative votes that the attached amendment deed amending the Articles 1, 3, 4, 6, 7, 9, 10, 11., 12, 13, 19, 20, 24, 26, 27 and 28 of the Articles of Association and removing the Provisional Article 1 from the Articles of Association which was approved by the CMB with its letter dated 2 May 2013 numbered 29833736-110.03.02-1428-4689 and the letter of Ministry of Customs and Commerce dated 6 May 2013 and numbered 67300147/431.02-4047-551244-4914-3596 be approved and the articles in the amendment deed be replaced with the new ones. Article 13 - The grounds for the rejection by the Board of Directors of Mr. Jilber Topuz’s request to add an item to the general assembly agenda for the appointment of special auditor in order to further review the administrative fine imposed on the Company by EMRA for the insufficient level of national marker found in the petroleum in Samsun Terminal and for further review of the Company’s application to the CMB delisting, by the Board of Directors, are explained as follows: “During the inspection of EMRA to Samsun Filling Facility of the Company, it was found that the national marker level in the petroleum (fuel oil) taken from one of the tanks was below the legally prescribed levels. Based on the inspection results, the Provincial Customs Directorate initiated a criminal lawsuit against two of our employees before Samsun Criminal Court of First Instance. The Criminal Court ruled for the acquittal of the employees since there is no misconduct or illegal activity. The ruling of the court was appealed by the Provincial Customs Directorate and we are expecting it to be finalized in favour of us. The Company conducted the delisting procedures in accordance with the legal and administrative regulations. The CMB reviewed the steps taken and did not find any violation of the legislation. Furthermore, one of our shareholders initiated a lawsuit against the Company before Istanbul 2nd Court of Commerce based on the results of the inspection. The Court ruled that our Company has no misconduct or negligence in the abovementioned results and dismissed the case. The ruling of the Court in the lawsuit became final.” Mr. Jilber Topuz further inquired: “What is the future strategy of OMV for the publicly held shares of 3%? Do you plan to use the squeeze out and exit rights prescribed for minority shareholders under the new Capital Markets Law? I hereby also request my shares to be bought from a fair price not less than latest tender offer price of TRY 7,01 per share pursuant to the 2nd paragraph of Article 27 of the new Capital Markets Law.” Shareholder Mr. Çetin Ganioğlu took the floor and expressed his opinions regarding the delisting and requested the Company to explain its strategy in this respect. Also, Mr. Jilber Topuz requested the appointment of special auditor in order to further review the grounds of the transactions of the Board of Directors and managers responsible for the administrative fine imposed on the Company by EMRA for the insufficient level of national marker found in the petroleum in Samsun Terminal and for further and the inconsistent decisions which misled the market, of the Board of Directors on abandoning the idea of application to the CMB for delisting in the year 2011. Additional Article 14 - The request to appoint a special auditor was discussed by adding an item to the agenda and it was refused by majority with 560,148,538 votes against 40,507 affirmative votes.
Convenience Translation OMV PETROL OFİSİ ANONİM ŞİRKETİ
MINUTES OF THE ORDINARY GENERAL ASSEMBLY MEETING
DATED 16 MAY 2013 FOR THE FISCAL YEAR 2012
5 Istanbul 1318709.4
The meeting was closed since no other shareholder expressed any wishes or proposals of the shareholders and no items left to be discussed in the agenda.
________________
Ministry Representative
Nevzat Özer
________________
Chairman of the Presiding Board
Gülsüm Azeri
________________
Vote Collector
Gül Özdinç
________________
Vote Collector
Buluş Orhan
________________
Secretary
İlhan Kul
Istanbul 1311489.2
The Internal Directive on the Working Principles and Procedures of the General Assembly of
OMV Petrol Ofisi Anonim Şirketi
PART ONE
Purpose, Scope, Basis and Definitions
Purpose and Scope
SECTION 1 – (1) The purpose of this Directive is to set forth the working principles and procedures of
the general assembly of OMV Petrol Ofisi Anonim Şirketi in accordance with the Code, the applicable
laws and regulations and the articles of association. This Internal Directive applies to any and all
ordinary and extraordinary meetings of the general assembly of OMV Petrol Ofisi Anonim Şirketi.
Basis
SECTION 2 – (1) This Internal Directive has been prepared by the board of directors in accordance
with the Regulation on the Principles and Procedures Applicable to the General Assembly Meetings of
Joint Stock Companies and the Representatives of the Ministry of Customs and Commerce that will be
Present at such Meetings.
Definitions
SECTION 3 – (1) For the purposes of this Internal Directive:
a) “Session” refers to a one day meeting of the General Assembly;
b) “Code” refers to the Turkish Commercial Code No. 6102 dated January 13, 2011;
c) “Sitting” refers to each part of a session interrupted by coffee breaks, lunch breaks or for any
other reason;
d) “Meeting” refers to any ordinary or extraordinary meeting of the general assembly;
e) “Meeting administration” refers to a committee composed of a chairman appointed by the
general assembly in accordance with Article 419, Paragraph 1 of the Code, in order to
administer the meeting; a vice chairman that may be appointed by the general assembly, if
necessary; a secretary appointed by the chairman; and a vote collector appointed by the
chairman, if necessary.
PART TWO
Working Principles and Procedures of the General Assembly
Applicable Provisions
SECTION 4 – (1) Each meeting shall be held in accordance with the provisions of the legislation and
the articles of association governing the general assembly.
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Entry to the Meeting Venue and Preparations
SECTION 5 – (1) Only the shareholders or their proxies mentioned in the list of attendees prepared by
the board of directors; the members of the board of directors; the statutory auditor, if any; the
representative of the Ministry, if any; other persons chosen or appointed by the meeting
administration; other administrators; employees; guests; video and audio technicians; and press
members may enter the meeting venue.
(2) When entering the meeting venue, any shareholder, who is a real person, or in case the meeting is
held in electronic environment, any proxy appointed at the electronic general assembly meeting
system set up in accordance with Article 1527 of the Code is required to show his/her identity card;
any proxy representing a real person shareholder is required to show his/her identity together with
his/her proxy letters; any person representing a shareholder, which is a legal entity, is required to
show his power of attorney; and those who are enter the meeting venue by showing the
aforementioned documents are required to sign the relevant sections of the list of attendees. These
checks shall be performed by the board of directors, or one or more members of the board of directors
appointed by the board of directors for this purpose, or one or more persons appointed by the board
of directors for this purpose.
(3) The board of directors shall ensure the arrangement of a meeting venue big enough to take all
shareholders, and the availability of any and all office supplies, documents, tools and equipment that
may be necessary during the meeting at the meeting venue. Meetings may be recorded by means of
audio and video devices.
Opening the Meeting
SECTION 6 – (1) General Assembly may be convened , with a Board of Directors Resolution, in the
headquarters of the Company or in another convenient place within the city where the headquarters is
located or in any other place determined with a Board of Directors’ Resolution. The meetings will be
held in the place stated in the text of announcement. For the purpose of increasing the attendance of
the shareholders, the meeting may be held in the place where the majority of shareholders are residing
within Turkey. Each meeting will be opened at the previously announced time (The provisions of
Article 416 of the Code on meeting without call are reserved.) by the president, the vice president or a
member of the board of directors, upon the establishment of the fact that the quorums set forth in
Articles 418 and 421 of the Code and Article 29 of the Capital Markets Law are met, and the recording
of this fact.
Composition of the Meeting Committee
SECTION 7 – (1) Chaired by the person opening the meeting in accordance with Article 6 of this
Internal Directive, the general assembly will first appoint a person among the nominees, who are not
required to be shareholders, as the chairman responsible for the administration of the meeting, and a
vice chairman, if necessary. The General Assembly Meetings will be presided by the Chairman or
Vice Chairman of the Board of Directors and in their absence; any of the member of Board of
Directors.
(2) The General Assembly will appoint one secretary and one vote collectors who are not required to
be shareholders. Also, in case the General Assembly meeting will be held in electronic environment,
the specialists will be appointed by the Chairman for the purpose of carrying out the technical works
at the time of meeting.
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(3) The meeting committee is authorized to sign the minutes of the meeting, and any other documents
supporting the minutes.
(4) The chairman of the meeting shall act in accordance with the provisions of the Code, the Articles of
Association and this Internal Directive while chairing the general assembly meeting.
Duties and Authorities of the Meeting Committee
SECTION 8 – (1) The meeting committee chaired by the chairman shall perform the following duties:
a) To check whether or not the meeting is held at the address mentioned in the announcement; and
whether or not the venue of the meeting is suitable for the meeting, if the venue is mentioned in
the Articles of Association;
b) To check whether or not the General Assembly has been invited to the meeting by an
announcement made in accordance with the procedure set forth in the Articles of Association, an
announcement placed in the Company’s website, if the Company is required to have a website,
and an announcement placed at the Turkish Trade Registry Gazette; whether or not this
announcement has been made at least 3 (three) weeks before the date of the meeting; whether or
not a notice mentioning the date and the agenda of the meeting and the newspapers where the call
to the meeting was or will be announced has been sent by registered mail return receipt requested
to the shareholders who had previously notified their addresses to the Company by submitting
their share certificates or any other document evidencing their shareholding; and to indicate their
findings in the minutes of the meeting;
c) To check whether or not any unauthorized person has entered the meeting venue, and whether or
not the board of directors has performed its duties set forth in Section 5, Paragraph 2 of this
Internal Directive on the entry to the meeting venue;
d) In the event that the meeting is convened without call in accordance with Article 416 of the Code,
to check whether or not all shareholders or their proxies are present; whether or not any
shareholder or proxy has an objection to the meeting without call; and whether or not the meeting
quorum is met throughout the meeting;
e) To check whether or not the articles of association, as amended; the share ledger; the annual
activity report of the board of directors; the audit reports; the financial statements; the agenda of
the meeting; the proposed amended text of the articles of association as prepared by the board of
directors if the agenda includes an item on the amendment of the articles of association; the
authorization letter obtained from the Ministry of Customs and Commerce, together with the
proposed amendment text, if such amendment to the articles of association requires the
authorization of the Ministry; the authorization letter obtained from Capital Markets Board; the
list of attendees prepared by the board of directors; the minutes showing the postponement of the
meeting, if the previous meeting was postponed; and the other necessary documents related to the
meeting are present at the meeting venue; and indicate this in the minutes of the meeting;
f) To check the identities of those attending the general assembly meeting as shareholders and
proxies by signing the list of attendees, upon any objection or if necessary; and to check the
accuracy of the proxy letters;
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g) To check whether or not the members of the executive committee, at least one member of the
board of directors and the statutory auditor, if the company is subject to statutory audit; and to
indicate this in the minutes of the meeting;
h) To administer the proceedings of the General Assembly in accordance with the agenda; prevent
the General Assembly from discussing any issue not included in the agenda, save for the
exceptions set forth in the Code; ensure the order of the meeting, and take necessary measures to
that effect;
i) To open and close the sessions and the sittings, and close the meeting;
j) To read out or appoint a person to read out any and all resolutions, drafts, minutes, reports,
proposals and other documents related to the items discussed, and allow those wishing to speak
take the floor;
k) To hold organize the voting of the resolutions to be passed by the General Assembly, and
announce the results of any such voting;
l) To check whether or not the meeting quorum is met at the beginning of, during or at the end of
the meeting, and whether or not the decisions are taken in accordance with the quorums set by the
Code and the Articles of Association;
m) To announce to the General Assembly any notice given by the representatives referred to in
Article 428 of the Code;
n) To prevent those deprived from their right to vote under Article 436 of the Code from voting
regarding any resolution referred to in the aforesaid Article; and to supervise any and all kinds of
limitations imposed by the Code and the Articles of Association regarding the voting rights and
the preferred votes;
o) To postpone the discussions on the financial statements and the relevant matters upon the request
of the shareholders holding one twentieth of the share capital, in order to be discussed at the
meeting to be held one month later, without any resolution being passed by the General Assembly
to that effect;
p) To ensure that the minutes are kept in connection with the proceedings at the General Assembly
meeting and that the objections are indicated in the minutes; to sign the resolutions and the
minutes; and to indicate the affirming and dissenting votes regarding any resolution passed at the
meeting, in a manner beyond question;
q) To deliver the minutes of the meeting, the annual activity report of the board of directors, the
audit reports, if the Company is subject to statutory audit, the financial statements, the list of
attendees, the agenda, the proposals, the ballot papers, if any, and the voting records as well as
any and all documents related to the meeting at the end of the meeting to a member of the board
of directors present at the meeting by signing a delivery note.
Proceedings before the discussions on the agenda
SECTION 9 – (1) The chairman of the meeting shall read out the agenda of the general assembly
meeting or have it read out. The chairman shall ask whether or not there is a proposal on the order of
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the discussions on the agenda items, and if there is such a proposal, submit this proposal to the
approval of the general assembly. The order of the discussions on the agenda items may be changed
by the majority of the votes of those present at the meeting.
Agenda; discussions on the agenda items
SECTION 10 – (1) The agenda of an ordinary general assembly meeting shall include the following:
a) Opening and the composition of the meeting committee;
b) Discussions on the annual activity report of the board of directors, the auditor reports, if the
company is subject to statutory audit, and the financial statement;
c) Release of the members of the board of directors, and the auditor, if any;
d) Election of the members of the board of directors, and the auditor, if the company is subject to
statutory audit, whose term of office has expired;
e) Setting the remunerations, bonuses, premiums and other social benefits of the members of the
board of directors;
f) Determining how to use and distribute the profits, and establishing the dividends;
g) Discussions on the proposed amendments to the articles of association, if any;
h) Other necessary matters.
(2) The agenda of an extraordinary general assembly meeting shall contain the matters that require
such meeting.
(3) Save for the exceptions below, no matter other than those in the agenda shall be discussed or
resolved:
a) If all shareholders are present, it may be unanimously resolved to append new items to the
agenda.
b) The general assembly shall resolve any request made by a shareholder for special audit in
accordance with Article 438 of the Code, whether or not this request is included in the agenda.
c) The dismissal or replacement of any member of the board of directors is regarded as a matter
related to the discussions on the year-end financial statements, and shall be discussed and
resolved upon request, whether or not it is included in the agenda.
d) The dismissal or renewal of the members of the board of directors shall be included in the
agenda of the meeting with the majority of the votes given by those present, if there are valid
reasons, such as corruption, incompetence, breach of loyalty, inability to perform duties as a
result of membership in various companies, dissension, abuse of authority, whether or not it
is included in the agenda.
(4) No agenda item discussed and resolved at a general assembly meeting shall not be discussed and
resolved again, unless a resolution on the contrary is passed by the unanimous votes of those present.
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(5) Any item that the Ministry may request to be discussed in the general assembly meeting of the
company, as a result of its inspection or for any other reason, shall be included in the agenda.
(6) It is mandatory for the publicly held Companies, without complying with the commitment to the
agenda principle, to add the issues which are requested by the Capital Markets Board to be discussed
or be announced to the shareholders, in their agenda.
(6) The agenda shall be determined by the person calling the general assembly to the meeting.
Taking the floor during a meeting
SECTION 11 – (1) Any shareholder or any other interested party wishing to take the floor during the
discussions on an agenda item shall apply to the meeting committee. The meeting committee shall
announce the persons that are to take the stand and allow them to speak in the order of their
applications. If it’s the turn of a person who’s not present at the meeting venue at such time, such
person loses the right to take the floor. These persons shall address the general assembly from a
special stand assigned to this purpose. The persons that are to take stand may change their order of
appearance among themselves. If a person exceeds the time period allocated to him/her to address the
general assembly, he/she may continue with his/her speech, if the person who is entitled to make a
speech after him/her allows him/her to continue with his/her speech, provided that he/she shall not
exceed the time allocated to the latter. The time period allocated to the speech of a person shall not be
extended in any other manner.
(2) The chairman of the meeting may allow the members of the board of directors and the auditor to
the floor without taking into consideration the speaking order, if they wish to comment on any matter
being discussed.
(3) The general assembly shall decide on the duration of the speeches, upon the proposal of the
chairman or the shareholders, taking into consideration the schedule, the number and the importance
of the items to be discussed, and the number of persons wishing to take the floor. in such event, the
general assembly shall separately vote and resolve on whether or not it is necessary to limit the
duration of such speeches, and then such duration.
(4) In case the meeting will be held in electronic environment, in accordance with Article 1527 of the
Code, the principles and procedures set forth in the said Article apply to the comments and proposals
of the shareholders or their proxies attending a general assembly meeting in electronic media.
Voting; voting procedure
SECTION 12 – (1) The chairman of the meeting shall explain to the general assembly the item
regarding which the voting is to be held, before proceeding to the voting. If the voting is to be held
regarding a draft resolution, this draft shall be read out and it shall be proceeded to the voting. After it
has been announced that voting shall take place, giving floor to a person can only be done regarding
procedural issues. If it has been omitted to give the floor to a person, despite his/her application,
he/she shall be given the floor if he/she reminds such application and it is confirmed by the chairman.
No person is allowed to take the floor once the voting starts.
(2) The voting regarding the items discussed at the meeting shall be made by show of hands, by
standing up one by one, or saying yes or no one by one. These votes shall be counted by the meeting
committee. If necessary, the meeting committee may appoint a sufficient number of persons to help
the committee in counting the votes. Those who do not show their hands, stand up or say nothing
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shall be regarded as giving a dissenting vote, and their votes shall be regarded as against the relevant
resolution. The Chairman may change the voting method.
(3) In case the meeting will be held in electronic environment, in accordance with Article 1527 of the
Code, the principles and procedures set forth in the said article and the secondary legislation shall
apply to the voting by the shareholders or their proxies attending a general assembly meeting in the
electronic environment.
Preparing the minutes of the meeting
SECTION 13 – (1) The chairman of the meeting shall sign the list of attendees showing the
shareholders or their proxies present at the meeting, their shares, and the classes and values of their
shares. The minutes of the meeting shall be prepared in accordance with the principles set forth in the
Code and the applicable laws and regulations, by ensuring that a summary of the questions asked and
answers given at the general assembly meeting and the number of the affirmative and dissenting
votes on each agenda item are clearly indicated in the minutes.
(2) The minutes of the general assembly meeting shall be inscribed legibly by hand in pen-and-ink or
typed at a typewriter or a computer at the meeting venue during the meeting. If a computer is to be
used for typing the minutes, there must be a printer for taking the printouts of the minutes.
(3) The minutes shall be at least in two copies, and each page of the minutes shall be signed by the
meeting committee and the representative of the Ministry, if present.
(4) The minutes shall contain the name of the company; the date and venue of the meeting; the total
nominal value of the shares in the company; the number of the shares; the number of shares
represented in person or by proxy at the meeting; the name and surname of the representative of the
Ministry, if present, and the date and reference number of his/her authorization letter; whether or not
an announcement has been made in order to call the general assembly to the meeting; and the details
of the announcement, if the call to the meeting has been announced.
(5) The number of votes given regarding the resolutions passed at the meeting shall be mentioned in
figures and letters, in a manner avoiding any doubt.
(6) The names and surnames of those that have given dissenting votes regarding any resolution
passed at the meeting and wishing to have their dissent indicated in the minutes as well as their
reasons of dissent shall be mentioned in the minutes.
(7) If the reason for dissent is presented in written form, this document shall be attached to the
minutes. The minutes shall show the name and surname of the shareholder or his/her proxy declaring
his/her dissent, and it shall be mentioned that his/her letter of dissent is attached to the minute. The
letter of dissent attached to the minutes shall be signed by the meeting committee and the
representative of the Ministry, if present.
Procedure at the end of the meeting
SECTION 14 – (1) The chairman of the meeting shall deliver a copy of the minutes of the meeting and
any and all other documents related to the general assembly meeting to one of the members of the
board of directors present at the end of the meeting. A separate delivery report shall be prepared in
order to document this delivery.
Istanbul 1311489.2
(2) The board of directors is required to submit a notarized copy of the minutes within fifteen days
following the date of the meeting, and register and announce any matter referred to in the minutes
that should be registered and announced.
(3) The minutes of the meeting shall also be posted to the company’s website within fifteen days
following the general assembly meeting, if the company is required to have a website.
(4) The chairman of the meeting shall also deliver a copy of the list of attendees, the agenda and the
minutes of the general assembly meeting to the representative of the Ministry, if present.
Attending a meeting in electronic media
SECTION 15 – (1) If it is allowed to attend a general assembly meeting in electronic environment in
accordance with Article 1527 of the Code, the board of directors and the meeting committee shall take
the actions referred to in Article 1527 of the Code and the other applicable laws and regulations.
Attendance to the electronic general assemblies of the companies that have de-materialized shares are
carried out via electronic system provided by the Central Registry Agency.
PART THREE
Miscellaneous
Presence of the Ministry’s representative, documents related to the general assembly meeting
SECTION 16 – (1) If the Ministry’s representative is required to be present at a meeting, the
provisions of the Regulation on the Principles and Procedures Applicable to the General Assembly
Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and
Commerce that will be Present at these Meetings shall apply to the applications filed for the presence
of the representative and the duties and authorities of the representative.
(2) The list of those that may attend a general assembly meeting and the list of attendees as well as the
proxy letters to be issued are subject to the provisions of the Regulation referred to in the first
paragraph. The relevant provisions of the Regulation on General Assemblies of Joint Stock
Companies Held in Electronic Environment and Capital Markets Law are reserved.
Matters not referred to in this Internal Directive
SECTION 17 – (1) If during a meeting a matter that is not referred to in this Internal Directive arises, it
shall be proceeded in accordance with the resolution to be taken by the general assembly.
Approval of and amendments to this Internal Directive
SECTION 18 – (1) This Internal Directive shall be enforced, registered and announced by the board of
directors upon the approval of the general assembly of OMV Petrol Ofisi Anonim Şirketi. Any
amendment to this Internal Directive will also be subject to this procedure.
Entry into force
SECTION 19 – (1) This Internal Directive has been approved at the general assembly meeting of OMV
Petrol Ofisi Anonim Şirketi held on ……………; and will enter into force upon its announcement at
the Turkish Trade Registry Gazette.
1
OMV PETROL OFİSİ A.Ş.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
OLD TEXT NEW TEXT
Art. 1: Introduction
The articles of association of OMV Petrol Ofisi
A.Ş: dated on 21.11.1974, registered with the
trade register no.29204, as subsequently
amended on 08.06.2010 are amended and
changed, as follows:
Art. 3: Objects of Activity of the Company
The object of the company comprises:
(1) to procure and sell fuel products from
domestic and foreign markets; to organize
the distribution, storage and the sale of
refinery by-products;
(2) to produce and blend any kind of lubricants
and grease as well as side products,
establish the necessary facilities for their
production and blending; whole-sale and
retail-sale, import and export, production
and import substances required for the
production of lubricants and greases;
production, whole-sale and retail-sale of
supporting products such as anti-freeze,
automotive gas, industrial detergents and
other non-oil products;
(3) to transport (with any kind of vehicle) from
the production points to its own warehouses
and between its own warehouses and the
operation of marine tankers as part of its
own operations; to perform activities under
the scope of land transport regulations and
to carry-out domestic fuel transport
activities;
(4) to build, construct (or have built and
constructed by third parties), buy, lease and,
if required, rent and sell tanks, any kind of
containers, land transport vehicles required
for the storage and transport of fuels and
mineral oils and marine vehicles,
installations and equipment required for the
transport of fuels from the production points
to the company’s warehouses and between
the company’s warehouses;
Art. 1: Introduction
OMV Petrol Ofisi A.Ş. is a company registered to
Istanbul Trade Registry with the registration
number 456102, whose articles of association were
most recently amended May 28, 2012. The articles
of association are amended and changed as
follows:
Art. 3: Objects of Activity of the Company
The object of the company comprises:
(1) to procure and sell fuel products from
domestic and foreign markets; to organize the
distribution, storage and the sale of refinery
by-products;
(2) to produce and blend any kind of lubricants
and grease as well as side products, establish
the necessary facilities for their production
and blending; whole-sale and retail-sale,
import and export, production and import
substances required for the production of
lubricants and greases; production, whole-
sale and retail-sale of supporting products
such as anti-freeze, automotive gas, industrial
detergents and other non-oil products;
(3) to transport (with any kind of vehicle) from
the production points to its own warehouses
and between its own warehouses and the
operation of marine tankers as part of its own
operations; to perform activities under the
scope of land transport regulations and to
carry-out domestic fuel transport activities;
(4) to build, construct (or have built and
constructed by third parties), buy, lease and,
if required, rent and sell tanks, any kind of
containers, land transport vehicles required
for the storage and transport of fuels and
mineral oils and marine vehicles, installations
and equipment required for the transport of
fuels from the production points to the
company’s warehouses and between the
company’s warehouses;
2
OLD TEXT NEW TEXT
(5) to build and operate refineries inside and
outside of the country, subject to the
necessary approvals from the competent
authorities;
(6) to conduct exploration and production
business inside and outside the country,
subject to the necessary approvals from the
competent authorities; to operate
laboratories for the purpose of making the
necessary analyses or have them operated
by third persons;
(7) in furtherance of the company’s object of
activity, to buy and sell, lease and rent
movable and immovable goods as well as
vessels and to grant and accept mortgages,
usufruct rights, easement rights on and
under the real estates, flat ownership,
commercial enterprise pledge, and other real
rights for its own or its affiliates’ debts and
receivables; create any kind of real rights on
its properties; release all the real rights
registered and annotated to title deeds
before the General Directorate of Title Deed
and Land Registry and its affiliated units,
Metropolitan Municipalities, Municipalities
and its affiliated units and other
administrative, official and judicial
authorities including but not limited to
usufructs, sell, assignment, remittal with or
without payment, condominium ownership,
construction servitude, division, kind
allocation, easement rights, mortgages,
lease, execute exchange of real estates and
renouncement demands of public entities
including municipalities and General
Directorate of highways or open area with
or without payment; perform unification
and separation of lands; perform these
transactions on real estates owned or on real
estates of third parties; act as guarantor for
its affiliates, to do and perform any
transaction required in this context and lease
rights on movable and immovable goods of
third persons in favor of the company,
create and release pledge rights on movable
properties of third persons;
(5) to build and operate refineries inside and
outside of the country, subject to the
necessary approvals from the competent
authorities;
(6) to conduct exploration and production
business inside and outside the country,
subject to the necessary approvals from the
competent authorities; to operate laboratories
for the purpose of making the necessary
analyses or have them operated by third
persons;
(7) in furtherance of the company’s object of
activity, to buy and sell, lease and rent
movable and immovable goods as well as
vessels and to grant and accept mortgages,
usufruct rights, easement rights on and under
the real estates, flat ownership, commercial
enterprise pledge, and other real rights for its
own or its affiliates’ debts and receivables;
create any kind of real rights on its
properties; release all the real rights
registered and annotated to title deeds before
the General Directorate of Title Deed and
Land Registry and its affiliated units,
Metropolitan Municipalities, Municipalities
and its affiliated units and other
administrative, official and judicial
authorities including but not limited to
usufructs, sell, assignment, remittal with or
without payment, condominium ownership,
construction servitude, division, kind
allocation, easement rights, mortgages, lease,
execute exchange of real estates and
renouncement demands of public entities
including municipalities and General
Directorate of highways or open area with or
without payment; perform unification and
separation of lands; perform these
transactions on real estates owned or on real
estates of third parties; act as guarantor for
its affiliates, to do and perform any
transaction required in this context, create
mortgages in compliance with the provisions
of Capital Markets legislation, create and
release ship mortgages, usufruct, easement
rights and any kind of real rights (vessels
included) and lease rights on movable and
immovable goods of third persons in favor of
or against the company, create and release
pledge rights in favor of the company on
movable properties of third persons,
3
OLD TEXT NEW TEXT
(8) to operate petrol and gas filling stations,
either in its own name or through third
parties; to realize the services and activities
in the filling stations as regards the sale and
marketing of fuel and non-fuel products
(auto LPG, lubricants, car-wash
installations, repair and retail outlets
(shops), garages, and all other activities in
connection with the aforementioned etc.), to
open branches in required places within and
outside the country; to give dealerships,
establish organizations;
(9) to hire and let (lease) labor force, subject to
the provisions of applicable law;
(10) to engage in international trade in
combustible and solidified gas; to engage in
the transport of natural gas, biogas, water,
power and heat, especially pipelines and
distributors including transport related
services; the marketing of storage capacities
for natural gas and biogas; to conduct
research and development into potential
innovative applications of natural gas as
well as all commercial, technical and
maintenance tasks in connection with these
activities, in each case subject to the
necessary approvals from the competent
authorities;
(11) to construct and operate all kinds of plants
for power generation, regardless of the
source of energy, subject to the necessary
approvals from the competent authorities, in
particular the generation of power,
operation and maintenance of power
generation units, power trade and power
distribution, in each case subject to the
necessary approvals from the competent
authorities;
(12) to construct and operate grids, networks and
line systems of all kinds, in particular
pipelines, subject to the necessary approvals
from the competent authorities;
(13) all activities relating to waste management,
subject to the necessary approvals from the
competent authorities;
(14) to buy and sell as well as rent and lease real
(8) to operate petrol and gas filling stations,
either in its own name or through third
parties; to realize the services and activities
in the filling stations as regards the sale and
marketing of fuel and non-fuel products (auto
LPG, lubricants, car-wash installations, repair
and retail outlets (shops), garages, and all
other activities in connection with the
aforementioned etc.), to open branches in
required places within and outside the
country; to give dealerships, establish
organizations;
(9) to hire and let (lease) labor force, subject to
the provisions of applicable law;
(10) to engage in international trade in
combustible and solidified gas; to engage in
the transport of natural gas, biogas, water,
power and heat, especially pipelines and
distributors including transport related
services; the marketing of storage capacities
for natural gas and biogas; to conduct
research and development into potential
innovative applications of natural gas as well
as all commercial, technical and maintenance
tasks in connection with these activities, in
each case subject to the necessary approvals
from the competent authorities;
(11) to construct and operate all kinds of plants for
power generation, regardless of the source of
energy, subject to the necessary approvals
from the competent authorities, in particular
the generation of power, operation and
maintenance of power generation units,
power trade and power distribution, in each
case subject to the necessary approvals from
the competent authorities;
(12) to construct and operate grids, networks and
line systems of all kinds, in particular
pipelines, subject to the necessary approvals
from the competent authorities;
(13) all activities relating to waste management,
subject to the necessary approvals from the
competent authorities;
(14) to buy and sell as well as rent and lease real
4
OLD TEXT NEW TEXT
estate property, whether as lessee/tenant or
as lessor/landlord;
(15) to realize the objectives written in above
paragraphs and make any needed industrial
and commercial transaction in this respect,
especially to render services of all kinds
including the operation of necessary plants
and equipment. These services in particular
include any consulting, planning and
realization services in all fields, in particular
in the fields of industrial medicine,
construction, drilling, wells, chemistry,
electro-technology, transport of goods and
persons, catering, information technology,
infrastructure, laboratories, mechanical
engineering, insurance management,
management consultancies, licensing of
production processes, patents, industrial
design and the like;
(16) to incorporate companies, to participate in
companies related with its activity, with
other natural and legal persons in the
country and abroad by way of participation
in the capital in-cash and in-kind and to
dispose of the shares owned in these
companies or to dissolve companies; in
furtherance of its object of activity, the
company may open branch offices,
agencies, offices and representatives in the
country and abroad based on a decision of
the board;
(17) to conduct any business and adopt any
measures which are deemed to be necessary
to or useful for achieving the company's
corporate objectives (without limiting any
of the aforesaid), in particular to all to the
objects of the company similar or related
activities.
(18) Making donations in kind or in cash;
provided that each donation must be made
in accordance with the donation and aid
policy of the Company which has been
approved by the General Assembly.
estate property, whether as lessee/tenant or as
lessor/landlord;
(15) to realize the objectives written in above
paragraphs and make any needed industrial
and commercial transaction in this respect,
especially to render services of all kinds
including the operation of necessary plants
and equipment. These services in particular
include any consulting, planning and
realization services in all fields, in particular
in the fields of industrial medicine,
construction, drilling, wells, chemistry,
electro-technology, transport of goods and
persons, catering, information technology,
infrastructure, laboratories, mechanical
engineering, insurance management,
management consultancies, licensing of
production processes, patents, industrial
design and the like;
(16) to incorporate companies, to participate in
companies related with its activity, with other
natural and legal persons in the country and
abroad by way of participation in the capital
in-cash and in-kind and to dispose of the
shares owned in these companies or to
dissolve companies; in furtherance of its
object of activity, the company may open
branch offices, agencies, offices and
representatives in the country and abroad
based on a decision of the board without
prejudice to the provisions with respect to the
transfer of concealed profits of the capital
market legislation;
(17) to conduct any business and adopt any
measures which are deemed to be necessary
to or useful for achieving the company's
corporate objectives (without limiting any of
the aforesaid), in particular to all to the
objects of the company similar or related
activities.
(18) Providing support and making donations to
organizations such as foundations,
associations, universities with social
purposes, without hindering its purpose and
object within the determined principles
provided that the provisions with respect to
the transfer of concealed profit of the Capital
Market Board are not breached, the necessary
material disclosures are made and the
5
OLD TEXT NEW TEXT
shareholders are informed about the
donations made within the year in the
General Assembly meeting.
Art. 4: Share Capital and Shares
(1) In accordance with the provisions of the
Capital Markets Law no. 2499 and with
authorization no. 2201 dated 9.5.1991 of the
Capital Markets Board, the company has
adopted the registered capital system.
(2) The registered capital of the company is
750,000,000.- (seven hundred and fifty
million) Turkish Liras. This capital is
divided into 750.000.000 (seven hundred
and fifty million) shares with a nominal
value of 1.-(one) Turkish Lira each.
(3) The issued capital of the company is
577.500.000.- Turkish Liras divided into
577.500.000.- shares with a nominal value
of 1.- (one) Turkish Lira each, represented
by a single class of bearer shares.
(4) This capital has been subscribed and fully
paid-in in cash, as follows:
Name of the
Shareholder
Nominal
Value (TRY)
Share
Amount
(%)
OMV Petrol
Ofisi
Holding
A.Ş.
319.949.130,8
14
55,40
OMV
Aktiengesell
schaft
240.104.930,1
00
41,58
Free
float/Other
17.445.939,08
6
3,02
Total 577.500.000,0
00
100,00
%
(5) The shares representing the capital of the
company shall be maintained and evidenced
in dematerialized form in accordance with
the principles applicable to de-
materialization of shares.
(6) In case of a capital increase, the
shareholders shall – except as provided in
para (7) below - have a subscription right to
the increased capital in the proportion of
their capital.
Art. 4: Share Capital and Shares
(1) In accordance with the provisions of the
Capital Markets Law no. 6362 and with
authorization no. 2201 dated 9.5.1991 of the
Capital Markets Board, the company has
adopted the registered capital system.
(2) The registered capital of the company is
750,000,000.- (seven hundred and fifty
million) Turkish Liras. This capital is divided
into 750.000.000 (seven hundred and fifty
million) shares with a nominal value of 1.-
(one) Turkish Lira each.
(3) The issued capital of the company is
577.500.000.- Turkish Liras divided into
577.500.000.- shares with a nominal value of
1.- (one) Turkish Lira each, represented by a
single class of bearer shares.
(4) This capital has been subscribed and fully
paid-in in cash, as follows:
Name of the
Shareholder
Nominal Value
(TRY)
Share
Amount
(%)
OMV Petrol
Ofisi
Holding
A.Ş.
319.949.130,
814
55,40
OMV
Aktiengesell
schaft
240.104.930,
100
41,58
Free
float/Other
17.445.939,0
86
3,02
Total 577.500.000,
000
100,00
%
(5) The shares representing the capital of the
company shall be maintained and evidenced
in dematerialized form in accordance with the
principles applicable to de-materialization of
shares.
(6) In case of a capital increase, the shareholders
shall – except as provided in para (7) below -
have a subscription right to the increased
capital in the proportion of their capital.
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(7) When the Board deems necessary, it is
empowered, in accordance with the
provisions of the Capital Markets Law, to
increase the issued capital by issuing new
shares up to the limit of the registered
capital, to issue shares at a premium above
nominal value, and to take decisions
restricting in whole or in part the
subscription rights of shareholders.
(8) The registered capital permit issued by the
Capital Markets Board is valid for 5 years
between 2011 and 2015. In the event that
the Board increases the issued capital after
2015, a new permit shall be obtained from
the Capital Market Board for such capital
increase even if the capital of the company
did not reach the upper limit of the already
obtained permit. If the new registered
capital permit is not re-issued, the Company
shall be deemed to leave from the registered
capital system.
(7) When the Board deems necessary, it is
empowered, in accordance with the
provisions of the Capital Markets Law, to
increase the issued capital by issuing new
shares up to the limit of the registered capital,
to issue shares at a premium above or under
nominal value, and to take decisions
restricting in whole or in part the subscription
rights of shareholders. The capital of the
Company may be increased or decreased in
accordance with the Turkish Commercial
Code and capital market legislation. The
authority to restrict the right to buy new
shares cannot be exercised in a manner
creating disparity among the shareholders.
(8) The registered capital permit issued by the
Capital Markets Board is valid for 5 years
between 2011 and 2015. In the event that the
Board increases the issued capital after 2015,
a new permit shall be obtained from the
Capital Market Board for such capital
increase even if the capital of the company
did not reach the upper limit of the already
obtained permit. If the new registered capital
permit is not re-issued, the Company shall be
deemed to leave from the registered capital
system.
Art. 6: Meeting of the General Assembly of
Shareholders; Venue, Convening
(1) The meetings of the General Assembly of
Shareholders of the company shall take
place, at the Board’s decision, at the
company's registered office, or in the city
where the company’s registered office is
located or in any such other place
determined by the Board.
(2) Announcements in relation to convening the
General Assembly meeting shall be made
pursuant to the Turkish Commercial Code
and the regulations of the Capital Market
Board at minimum 3 (three) weeks prior to
the date of the General Assembly meeting,
by means of all communication methods
including electronic communication, in
order to reach as many shareholders as
possible.
(3) The convocation notice has to include the
agenda of the meeting of the General
Assembly of Shareholders.
Art. 6: Meeting of the General Assembly of
Shareholders; Venue, Convening
(1) The meetings of the General Assembly of
Shareholders of the company shall take
place, at the Board’s decision, at the
company's registered office, or in the city
where the company’s registered office is
located or in any such other place
determined by the Board.
(2) Announcements in relation to convening the
General Assembly meeting shall be made
pursuant to the Turkish Commercial Code
and the regulations of the Capital Market
Board at minimum 3 (three) weeks prior to
the date of the General Assembly meeting,
by means of all communication methods
including electronic communication, in order
to reach as many shareholders as possible.
(3) The convocation notice has to include the
agenda of the meeting of the General
Assembly of Shareholders. The provisions
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(4) The notifications and explanations which
the company is required to make pursuant to
the legislation and the Corporate
Governance Principles of the Capital
Market Board shall be announced to the
shareholders together with the General
Assembly meeting announcement on the
website of the company.
(5) The ordinary meeting of the General
Assembly of Shareholders must be held
within three (3) months following the end of
the last business year, provided that the
regulations of the Capital Market Board are
reserved; whereas the extraordinary General
Assembly meetings shall be held whenever
required in the interest of the company.
setting the exceptions to the supervenience
principle of agenda of General Assembly
Meetings stated in the Turkish Commercial
Code and regulations of the Capital Market
Board are reserved.
(4) The notifications and explanations which the
company is required to make pursuant to the
legislation and the Corporate Governance
Principles of the Capital Market Board shall
be announced to the shareholders together
with the General Assembly meeting
announcement on the website of the
company.
(5) The ordinary meeting of the General
Assembly of Shareholders must be held
within three (3) months following the end of
the last business year, provided that the
regulations of the Capital Market Board are
reserved; whereas the extraordinary General
Assembly meetings shall be held whenever
required in the interest of the company.
Art. 7: Meeting of the General Assembly of
Shareholders; Quorum
Unless a higher quorum is required by the
Turkish Commercial Code or the Capital
Markets Act, each decision on the agenda may
be passed with a number of votes representing
50% (fifty percent) + one vote of the issued
share capital of the company.
Art. 7: Meeting of the General Assembly of
Shareholders; Quorum
Meeting and decision quora required by the
Turkish Commercial Code or the Capital Markets
Act are applicable to the Meeting of the General
Assembly of Shareholders.
Art. 9: Meeting of the General Assembly of
Shareholders; Right to Participate
All shareholders may participate in a meeting of
the General Assembly of Shareholders
personally. The quality as a shareholder of the
company shall be evidenced in the way set out
by the Board in the invitiation to a meeting of
the General Assembly of Shareholders, in
accordance with the applicable laws and
regulations. A shareholder may be represented in
a meeting of the General Assembly of
Shareholders by another person, irrespective of
whether such person is a shareholder of the
company or not, by way of a voting proxy.
Art. 9: Meeting of the General Assembly of
Shareholders; Right to Participate
(1) All shareholders may participate in a
meeting of the General Assembly of
Shareholders personally. The quality as a
shareholder of the company shall be
evidenced in the way set out by the Board in
the invitiation to a meeting of the General
Assembly of Shareholders, in accordance
with the applicable laws and regulations. A
shareholder may be represented in a meeting
of the General Assembly of Shareholders by
another person, irrespective of whether such
person is a shareholder of the company or
not, by way of a voting proxy.
(2) Individuals who are entitled to attend the
General Assembly meetings may
electronically attend such meetings pursuant
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OLD TEXT NEW TEXT
to Article 1527 of the Turkish Commercial
Code. The company may establish an
electronic meeting system, which shall allow
the shareholders to electronically attend and
cast vote pursuant to the Regulation on
Electronic General Assemblies of the Joint
Stock Companies Act or buy services from
systems established for the same purpose. It
shall be ensured that the shareholders are
able to use their rights specified in the
related legislation in accordance with the
provisions of the aforementioned Regulation
via the system established pursuant to this
provision of the Articles of Association or
the system received from the service
provider. Electronic attendance to general
assemblies is provided by the central
registry agency via and electronic system.
Art. 10: Meeting of the General Assembly of
Shareholders; Voting Rights
(1) Each share grants one vote.
(2) Every shareholder may appoint a proxy to
represent him or her in a meeting of the
General Assembly of Shareholders. The
notice convening a meeting of the General
Assembly of Shareholders can determine
that such proxy must be granted by using
the form either provided by the Capital
Markets Board or the Company.
Art. 10: Meeting of the General Assembly of
Shareholders; Voting Rights
(1) The votes of each shareholder in the
General Assembly shall be calculated by
proportioning the total nominal values
of the shares, which he/she owns, to the
total nominal value of the capital of the
Company.
(2) Every shareholder may appoint a proxy
to represent him or her in a meeting of
the General Assembly of Shareholders.
The notice convening a meeting of the
General Assembly of Shareholders can
determine that such proxy must be
granted by using the form either
provided by the Capital Markets Board
or the Company.
Art. 11: General Assembly of Shareholders;
Chairmanship
(1) Every meeting of the General Assembly of
Shareholders shall be chaired either by the
Chairman of the Board or his deputy or in
their vacancy by any member of the Board.
(2) The order of matters for discussion shall be
determined by the agenda as notified. The
Chairman of the Presiding Board may allow
matters to be dealt with and voted on in
derogation from this order.
(3) The Chairman of the Presiding Board shall
lead the deliberations and lay down the
Art. 11: General Assembly of Shareholders;
Chairmanship
(1) Every meeting of the General Assembly of
Shareholders shall be chaired either by the
Chairman of the Board or his deputy or in
their vacancy by any member of the Board.
(2) The order of matters for discussion shall be
determined by the agenda as notified. The
Chairman of the Presiding Board may allow
matters to be dealt with and voted on in
derogation from this order.
(3) The Chairman of the Presiding Board shall
lead the deliberations and lay down the form
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form of voting.
(4) The General Assembly of Shareholders
elects one secretary and two vote collectors
which are not required to be shareholders.
The Chairman of the Presiding Board is
obliged to ensure the conformity of the
meeting of the General Assembly of
Shareholders with the law. The minutes of
the meeting of the General Assembly of
Shareholders are signed only by the
chairman of the meeting, the secretary, the
vote collectors and the state commissar.
of voting.
(4) The General Assembly of Shareholders
elects one secretary and one vote collector
which are not required to be shareholders.
The Chairman of the Presiding Board is
obliged to ensure the conformity of the
meeting of the General Assembly of
Shareholders with the law. The minutes of
the meeting of the General Assembly of
Shareholders are signed only by the
chairman of the meeting, the secretary, the
vote collector and the Government
Representative.
Art. 12: General Assembly of Shareholders;
Resolutions (1) The General Assembly of Shareholders
shall resolve on all matters assigned to it by
law with binding force for the shareholders.
(2) Three copies of the Board and Auditor’s
reports, the yearly balance sheet and profit
and loss accounts and the minutes of the
meeting of the General Assembly of
Shareholders bearing the signature of the
state commissar and the attendance list will
be sent, at least within three months from
the day of the meeting of the General
Assembly of Shareholders, to the Ministry
of Science, Industry and Technology and to
the Capital Market Board.
Art. 12: General Assembly of Shareholders;
Resolutions (1) The General Assembly of Shareholders shall
resolve on all matters assigned to it by law
with binding force for the shareholders.
(2) Three copies of the Board and Auditor’s
reports, the yearly balance sheet and profit
and loss accounts and the minutes of the
meeting of the General Assembly of
Shareholders bearing the signature of the
Government Representative and the
attendance list will be sent, at least within
three months from the day of the meeting of
the General Assembly of Shareholders, to
the Ministry of Customs and Trade and to
the Capital Market Board.
Art. 13: Board of Directors
(1) The Board of Directors of the company
shall consist of at least 6 (six) and
maximum 12 (twelve) members elected by
the General Assembly of Shareholders,
within the framework of the Turkish
Commercial Code and the regulations of the
Capital Market Board. The number and
qualifications of the independent members
to take office in the Board of Directors shall
be determined in accordance with the
regulations of the Capital Market Board
regarding the Corporate Governance
Principles.
(2) Each member of the Board shall fulfil the
requirements set by the Turkish
Commercial Code for this office.
(3) Unless otherwise determined by the General
Art. 13: Board of Directors
(1) The Board of Directors of the company shall
consist of at least 6 (six) and maximum 12
(twelve) members elected by the General
Assembly of Shareholders, within the
framework of the Turkish Commercial Code
and the regulations of the Capital Market
Board. The number and qualifications of the
independent members to take office in the
Board of Directors shall be determined in
accordance with the regulations of the
Capital Market Board regarding the
Corporate Governance Principles.
(2) Each member of the Board shall fulfil the
requirements set by the Turkish Commercial
Code for this office.
(3) Unless otherwise determined by the General
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Assembly of Shareholders, members to the
Board of Directors shall be elected for the
term in accordance with the Turkish
Commercial Code and the regulations of the
Capital Market Board. The Board members
may be elected for a maximum of 3 (three)
years.
(4) Re-election of members of the Board is
permissible.
(5) In case of a vacancy, the Board shall
designate a nominee in accordance with
Article 315 of the Turkish Commercial
Code.
Assembly of Shareholders, members to the
Board of Directors shall be elected for the
term in accordance with the Turkish
Commercial Code and the regulations of the
Capital Market Board. The Board members
may be elected for a maximum of 3 (three)
years.
(4) Re-election of members of the Board is
permissible.
(5) Legal entities may be elected as directors, in
the event that a legal entity is appointed as a
member to the Board of Directors, a real
person shall be appointed as its
representative and registered and announced
together with the legal entity member of the
Board of Directors he represents. The
registered representative shall attend the
meetings and vote on behalf of the legal
entity director.
(6) In case of a vacancy, the Board shall
designate a nominee in accordance with
Article 363 of the Turkish Commercial
Code.
Art. 19: Board; Remuneration
(1) Members of the Board and of committees
shall receive an attendance fee for meetings
in an amount determined by the General
Assembly of Shareholders as well as
reimbursement of actual expenses including
reasonable travelling expenses.
(2) In addition, the General Assembly of
Shareholders may also appoint an annual
remuneration. The Regulations of the
Capital Market Board shall be complied
with while determining the remuneration
principles for the Board members including
independent board members.
(3) In the event that a member’s term of office
begins or ends during the fiscal year, the
remuneration shall be paid on a pro-rata
basis.
Art. 19: Board; Remuneration
(1) Members of the Board and of committees
shall receive an attendance fee for meetings
in an amount determined by the General
Assembly of Shareholders as well as
reimbursement of actual expenses including
reasonable travelling expenses.
(2) In addition, the General Assembly of
Shareholders may also appoint an annual
remuneration to be paid to the Board and
committee members. The Regulations of the
Capital Market Board shall be complied
with while determining the remuneration
principles for the Board members including
independent board members.
(3) In the event that a member’s term of office
begins or ends during the fiscal year, the
remuneration shall be paid on a pro-rata
basis.
Art. 20: Executive Committee
(1) The company's Executive Committee shall
consist of two (2) up to six (6) members.
Each member is appointed by the Board, out
Art. 20: Executive Committee
(1) The company's Executive Committee shall
consist of two (2) up to six (6) members.
Each member is appointed by the Board, out
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of which one member of the Board is to be
appointed Chairman of the Executive
Committee.
(2) The appointment of members of the
Executive Committee and also the
revocation of such appointments shall be
carried out by the Board.
(3) The Board shall adopt by a resolution the
internal rules of procedure for the conduct
of business of the Executive Committee,
including the distribution of responsibilities
among its members.
(4) The Chairman of the Executive Committee
shall also be the Chief Executive Officer of
the company and the deputy Chairman of
the Executive Committee shall be the
Deputy Chief Executive Officer.
of which one member of the Board is to be
appointed Chairman of the Executive
Committee.
(2) The appointment of members of the
Executive Committee and also the
revocation of such appointments shall be
carried out by the Board.
(3) The Board shall adopt by a resolution the
internal rules of procedure for the conduct of
business of the Executive Committee,
including the distribution of responsibilities
among its members.
(4) [Removed out of the AoA.]
Art. 24: Consent of the Board
(1) In addition to those cases for which
mandatory statutory provision is made, the
Board shall discuss and exclusively decide
on the following matters:
1. The determination of general principles
of business policy. These include
principles of strategy as well as of mid-
and long-term development of the
enterprise and significant changes of
group and segment structures.
2. For the following business year:
- Financial plan;
- Budget; and
- Investment program.
3. The annual investment program of the
group for projects exceeding EUR 20
million in value.
4. Any investment not already approved
in a budget if it exceeds (individually
or as a series of related investments)
EUR 20 million.
5. The acquisition and the sale of
companies or participating interests as
well as the acquisition, the sale and the
closure of companies and enterprises
provided that the consideration in the
event of an acquisition or sale exceeds
EUR 20 million or, in the event of the
closure of companies and enterprises, if
the annual turnover during the business
year preceding the closure exceeded
Art. 24: Consent of the Board
In addition to those cases described in
mandatory statutory provisions, the Board
shall be exclusively entitled to resolve on
cases determined within the scope of the
Internal Rules of the Company.
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EUR 20 million. Comparable business
events (such as, for instance, leasing or
dissolution of enterprises) are also
subject to approval requirements. The
resulting effects on the financial
structure of the group must also be
approved.
6. Acquisition of hydrocarbon reserves
and exploration licenses as member of
a consortium or by the company or a
group company alone, as well as the
establishment of a company in
connection therewith, exceeding a
consideration of EUR 200 million
(referred to the share of the company
and its group companies) each case and
of EUR 500 million in the aggregate
each business year.
7. Sale of hydrocarbon reserves or shares
in consortia or companies
(participations) that own hydrocarbon
reserves exceeding a consideration of
EUR 50 million (referred to the share
of the company and its group
companies) each case and of EUR 100
million in the aggregate each business
year.
8. The establishment and the closure of
branch offices with the exception of
those of group companies.
9. The decision to enter new lines of
business and start new production
types, or to abandon existing lines of
business and production types.
10. The acquisition, sale and encumbrance
of real estate if the consideration
exceeds an amount of EUR 20 million
or if the sum total of all encumbrances
exceeds the value of EUR 20 million.
11. The issuance of bonds, loans, credit or
other financing instruments (except
transactions between group companies)
of a maturity exceeding three months
provided that they exceed an amount of
EUR 200 million individually or if
their total during the business year
exceeds EUR 500 million.
12. The raising of funds (loans and credits)
in the money market with a maturity of
up to three months provided that the
total amount of net liabilities
outstanding to non-group companies
exceeds at any time an amount of EUR
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500 million plus the total of un-drawn
committed credit lines already
approved by the Board.
13. Assuming liabilities (e.g. guarantees,
sureties, debt), also for group
companies, as well as requesting
guarantees from third parties (e. g.
banks) in favor of the company or a
group company, provided that they
exceed an amount of EUR 200 million
individually or if their total exceeds
EUR 1750 million at any time whereby
liabilities/guarantees approved by the
Board as well as guarantees for
financing approved according to these
articles of association are not counted
against this total limit. Legally not
binding letters of comfort do not
require approval.
14. The granting of loans and credits or
any other financing (except to group
companies and shareholder loans)
outside the scope of normal business
activities (normal business activities
comprise e. g. of usual
supplier/customer credits) if an amount
of EUR 300,000 is exceeded
individually. Shareholder loans to non-
group companies are subject to
approval.
15. Introduction and amendment of
permanent social measures for the
workforce if they have a long-term
sustainable effect on the cost structure
of the company or group company (e.g.
establishment of benefit funds,
granting of new payments in kind,
award of pensions, participation in
profits and sales).
16. The adoption of principles about the
granting of a share in profits or sales
and pension commitments to executive
employees.
17. Transactions, as well as their terms and
conditions, between the company or a
group company and members of the
Executive Committee as well as
persons or companies close to them
with the exception of daily business
transactions.
18. The operation of an enterprise, the
entry into transactions in the
company’s line of business for the
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member’s own account or for the
account of others, or the participation
in another company engaging in
entrepreneurial activities as a
personally liable shareholder, by
members of the Executive Committee
of the company.
19. The granting of loans to members of
the Executive Committee and
executive employees as well as their
relatives, provided that the amount of
the loan exceeds one monthly salary.
20. The acceptance of a function as a
executive board member or managing
director of a non-group company or an
undertaking in which the company
does not have an participation by
members of the Executive Committee
of the company.
21. Mandates in Turkish or international
associations for the representation of
interests.
22. Membership in foundation boards.
23. Mandate as managing director under
commercial law.
24. Granting of signatory power for the
company by inclusion in the signature
circular.
25. The granting of share options with
respect to shares in the company,
subject to applicable law.
26. Any other matter which does not fall
into the exclusive competence of the
General Assembly of Shareholders and
which the Board has resolved to be
referred to it for decision.
27. Any donation to be made in kind or in
cash that exceeds 25,000 (twenty five
thousand) Euros or its equivalent in a
single sum, provided that it is
concluded in accordance with the
donation and aid policy of the
Company that has been approved by
the General Assembly.
(2) Whenever in this Article 24 reference is
made to a “group”, such reference shall be
construed as a reference to the group of
companies formed by the company and its
fully-consolidated subsidiaries and a “group
company” shall be any direct or indirect
fully-consolidated subsidiary of the
company.
(3) All matters the Executive Committee
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wishes to bring before the General
Assembly of Shareholders shall be first
brought to the Board, which shall decide
whether it passes a motion to bring such
matter to the General Assembly of
Shareholders.
(4) The Board may designate at any time
further transactions and measures that
require its approval.
(5) For the cases foreseen in articles 334 and
335 of the Turkish Commercial Code, the
General Assembly of Shareholders may
pass an authorization upon the proposal of
the Board.
Art. 26: Audit
(1) The company shall have one Statutory
Auditor which shall be elected by the
General Assembly of Shareholders in
accordance with the requirements of the
Turkish Commercial Code.
(2) The remuneration of the Statutory Auditor
shall be set by the General Assembly of
Shareholders.
(3) The Board shall, in addition to the Statutory
Auditor, appoint an independent auditor of
international reputation in accordance with
the Capital Markets Act and the relevant
legislation. The financial statements of the
company shall be prepared in accordance
with the standards set by the Capital
Markets Act, the relevant communiqués and
regulations and the International Financial
Reporting Standards (IFRS).
Art. 26: Independent Audit
(1) The company shall have one Independent
Auditor which shall be elected by the
General Assembly of Shareholders in
accordance with the requirements of the
Turkish Commercial Code.
(2) [Removed out of the AoA.]
(23) The Board shall, appoint an independent
auditor of international reputation in
accordance with the Capital Markets Act
and the relevant legislation. The financial
statements of the company shall be prepared
in accordance with the standards set by the
Capital Markets Act, the relevant
communiqués and regulations and the
International Financial Reporting Standards
(IFRS).
Art. 27: Dividends, Reserves
The distribution of profits in the form of
dividends shall be resolved by the General
Assembly of Shareholders, subject to compliance
with the Turkish Commercial Code and the
Capital Markets Act and following constitution
of the required reserves.
Art. 27: Dividends, Reserves
After Company’s general expenses and expenses
such as various amortization or amounts that are
legally required set aside, taxes required to be paid
by the legal entity are deducted from that year’s
income statement, the remaining profit amount
shown in the annual balance sheet shall be
distributed as follows:
General Legal Reserve:
a) 5% of it shall be set aside as legal reserve.
First Dividend:
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b) After the total amount donated by the
Company within that year is added to the
remaining profit amount, first dividend
shall be set aside in accordance with the
dividend policy determined by the General
Assembly and relevant provisions of laws
and regulation.
c) After the costs mentioned above are
deducted, the General Assembly is entitled
to distribute the dividend to the members
of the Board of Directors, employees,
foundations established for various
purposes or to similar people and
establishments.
Second Dividend:
d) After the amounts mentioned in the sub
clauses (a), (b) and (c) are deducted from
the net profit, the General Assembly may,
partially or completely, distribute the
remaining amount as second dividend or
set aside as optional reserves in
accordance with Article 521 of Turkish
Commercial Code.
General Legal Reserve:
e) After 5% of the net profit is distributed to
the shareholders, 10% of the remaining
amount may be set aside as a general legal
reserve.
As long as the legal reserves are set aside in line
with the provisions of the law, and/or the profit
determined for the shareholders in the Articles of
Associations of the Company is not distributed in
cash or as share certificates; the Company cannot
set aside other legal reserves, transfer profit to the
consequent year, pay dividend to the members of
the Board of Directors, employees, foundations
established for various purposes or similar people
and establishments.
Dividend shall be distributed equally to the
existing shares without taking their issuance and
acquisition dates into account.
Upon the Board of Directors’ proposal, the
General Assembly may decide on the method and
the timing of the profit distribution to be
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distributed.
The General Assembly’s resolution regarding
profit distribution taken in accordance with the
provisions of the Articles of Association shall not
be revoked.
Art. 28: Publication
Announcements of the company are subject to
Article 37 para 4 of the Turkish Commercial
Code. For the announcement obliged to be done
according to the dispositions of the Capital
Markets Act the mentioned law and related
instructions will be respected. Other
announcements of the company shall be carried
out in line with the applicable legal regulations
in each case. All announcements shall also be
made available on the website of the company
on the Internet.
Art. 28: Publication
Announcements of the company are subject to
Article 35 para 4 of the Turkish Commercial Code.
For the announcement obliged to be done
according to the dispositions of the Capital
Markets Act the mentioned law and related
instructions will be respected. Other
announcements of the company shall be carried
out in line with the applicable legal regulations in
each case. All announcements shall also be made
available on the website of the company on the
Internet.
Temporary Article 1
The nominal value of the shares are changed
from New Turkish Lira 1.000 to New Turkish
Lira 1 (one) pursuant to Law No. 5274 (Türk
Ticaret Kanununda Değişiklik Yapılmasına Dair
Kanun) and further, as the phrase “New” in New
Turkish Lira has been omitted on 1 January 2009
by Decree of the Council of Ministers dated 4
April 2007 and numbered 2007/11963, it has
been changed as Turkish Lira 1. In consequence
of this change, the total number of shares has
decreased and it has been given 1 Turkish Lira
nominal valued 1 share instead of 1.000 Turkish
Lira nominal valued 1000 shares. The rights of
the shareholders arising from shares are
reserved.
The phrase “Turkish Lira” under this AoA is the
phrase changed by above-stated Decree of the
Council of Ministers Decision.
Temporary Article 1
[Removed out of the AoA.]