KLİMASAN KLİMA SANAYİ VE TİCARET ANONİM ŞİRKETİ
ARTICLES OF ASSOCIATION
ARTICLE 1: INCORPORATION OF THE COMPANY
The joint stock company (hereinafter referred to as the company) has been incorporated by the founders, who have their name and title, residential addresses and nationalities written as below.
1. Şenocak Incorporation, Sabahattin and İsmet Şenocak Unlimited Liability Company, Anafartalar Street, 143 İzmir- Turkey.
2. Nezahat Şenocak, Mithatpaşa Road, Nr.786, 3rd Floor, Flat: 7, İzmir- Turkey, Nationality: Turkish.
3. Gülümser Şenocak, Mithatpaşa Road, Nr.812, İzmir- Turkey, Nationality: Turkish.
4. Alim Şenocak, Mithatpaşa Road, Nr.786, 3rd Floor, Flat: 7, İzmir- Turkey, Nationality: Turkish.
5. Ahmet Şenocak, Mithatpaşa Road, Nr.812, İzmir- Turkey, Nationality: Turkish.
ARTICLE 2 :
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ARTICLE 3: CORPORATE NAME
The commercial title of the company is “Klimasan Klima Sanayi ve Ticaret Anonim Şirketi”
ARTICLE 4: HEADQUARTERS OF THE COMPANY AND ITS BRANCHES
The registered head office of the company is Manisa. The address is Manisa OSB 1.Kısım Keçiliköy OSB Mahallesi Cumhuriyet Caddesi No:1 45030 Yunus Emre, Manisa. In case of change of address, the new place of resident is going to be registered at trade registry and published in the Turkish Commercial Registry Gazette and furthermore, this is declared to the Line Ministry and to the Capital Markets Board. The notices made to this address of the registered and declared office is regarded as being made to the company. In case the company, although moved from its registered address to another place, has failed to register and declare its new address within the required time period, this case would be considered as a reason for termination of the Company. The company can open both domestic and foreign branches, provided that it submits the required information to the Line Ministry and to the Capital Markets Board.
ARTICLE 5: THE OBJECTIVE AND SCOPE OF THE COMPANY
The main objective and scopes of the company are as the following:
I. Production, import, export and sales of any kind of products, semi-finished products, and raw materials in the areas of bottle coolers, refrigerants, heating and cooling sector.
II. In order to achieve its objective, the company is eligible for assuming all acquired rights and uphold all debts and liabilities, provided that the company would remain within the above mentioned scope of operation.
A. Save for Article 21/1 of Capital Markets Law, the company is eligible to establish and enter into already established partnerships with natural and legal persons, both domestic and foreign, and engage into any kind of industrial undertaking in order to support the objective and scope of the company and with the aim of management of the operations, which would enhance the advancements in this scope.
B. Buying and selling all kinds of stocks, bonds, and other security papers and capital market tools and dispose regarding these properties, given the fact that these are in accordance for the enhancement of the objective and scope of the company, provided that this trading would not be having a nature of rendering investment services to third parties.
C. Assuming the rights for all kinds of brands, patent, patent right and license, intellectual industrial and commercial property rights and transfer of these rights partially or wholly, leasing or renting these rights, and allocation of these rights to the utilization of third parties.
D. With the aim of effectuating the company purpose, purchasing and selling, renting, and leasing of all kinds of estate and assets, upon these properties, both pro and con, and any respective rights, associated with these, and any pledge, mortgage, right of usufruct, servitude, property ownership, establishment and registry of real and personal rights removal and annulations of these rights and conclusion of both domestic and foreign contracts, borrowing loans from the banks and such institutions.
The Company will comply with the principles of the Capital Market Board legislation regarding establishment of guaranty, surety, collateral or pledge including mortgages on behalf of the Company or third parties.
E. Giving donations to philanthropic and educational institutions within the upper limit for the donations to be resolved by the General Assembly of Shareholders within the upper limit which may be determined by the Capital Market Board, no donations over this amount to be made, and those donations not to be contradictory to the regulations of Capital Markets Law on profit shifting, as long as such donations do not impair the Company’s own purpose and scope of work, provided that donations made are added to the distributable profit assessment value and shareholders are informed at the general assembly regarding the donations made within the year,
F. Effectuating all kinds of industrial, commercial, economic and financial transactions as necessitated by the purpose and the scope of the company.
III. In order to amend the subject and purpose of the company, the necessary approvals should be obtained from the Line Ministry and Capital Market Board.
ARTICLE 6: THE DURATION OF THE COMPANY
The duration of the company is indefinite.
ARTICLE 7: CAPITAL
The Company has accepted the Registered Capital System, in accordance with the terms of the former Capital Market Law, numbered 2499, and has adopted this system with the license of the Capital Markets Board, dated September 30, 1998, and numbered 1085.
The registered capital of the company is 350.000.000 (three hundred fifty million) TL, which has been divided into 35.000.000.000 (thirty five billion) shares with a nominal value of 1 (One) Kr each. The upper limit of the registered capital to be granted by the Capital Markets Board shall be valid for a period of 5 (five) years from 2023 to 2027. Even if the upper limit of the registered capital has not been reached at the end of 2027, the Board of Directors shall be obliged to seek authorization for maximum 5 (five) years from the General Assembly in order to be able to adopt a resolution for capital increase after 2027 and to get permission from the Capital Market Board for the previously permitted upper limit or a new upper limit.
In the event that the aforementioned authorization is not received, the Company cannot make capital increase by adopting Board Resolution.
The issued capital of the company is TL 79.200.000 (seventy nine million two hundred thousand), which has been divided into 7.920.000.000 (seven billion, nine hundred twenty million) shares with a nominal value of 1 (One) Kr each, out of which 4.831.809.524 ( four billion eight hundred thirty one million eight hundred nine thousand five hundred twenty four) shares are registered shares and 3.088.190.476 (three billion eighty eight million one hundred ninety thousand four hundred seventy-six) shares are bearer shares.
The issued capital has been fully paid as follows:
- 109.235 (Hundred and nine thousand two hundred thirty five) TL by paying in cash,
- 4.385.224,81 (Four million three hundred and eighty five thousand and two hundred and twenty four Turkish Lira and eighty one qurush) TL by transferring to the capital the excepted profit arose by sales of the immovable property,
- 25.505.540,19 (twenty five million five hundred and five thousand five hundred and forty Turkish Lira and nineteen qurush) TL by transferring of the internal funds to the capital,
- 3.000.000 (three million Turkish Lira) TL out of the net profit for 2013
- 6.600.000 (six million six hundred thousand Turkish Lira) TL from extraordinary reserves
- 39.600.000 (thirty-nine million six hundred thousand Turkish Lira) out of the net profit for 2020.
Representing this capital, the following shares are issued and distributed to:
- 3.445.809.523 (Three billion four hundred forty five million eighty hundred nine thousand five hundred twenty three) A Group registered shares, which have a nominal value of 1 (One) Kr each, accounting for TL 34.458.095,23 thirty-four million four hundred and fifty eight thousand ninety five Turkish lira twenty three qurush) portion,
- 693.000.000 (six hundred ninety-three million) B Group registered shares, which have a nominal value of 1 (One) Kr each, accounting for 693.000.000 (six hundred ninety-three million)
- 693.000.000 (six hundred ninety-three million) C Group registered shares, which have a nominal value of 1 (One) Kr each, accounting for 693.000.000 (six hundred ninety-three million),
- And with 3.088.190.476 (three billion eighty eight million one hundred ninety thousand four hundred seventy-six) D Group registered shares, which have a nominal value of 1 (One) Kr each, accounting for TL 30,881,904.77 (Thirty million eight hundred eighty one thousand nine hundred and four Turkish Lira seventy seven qurush, in total a 7.920.000.000 (seven billion, nine hundred twenty million) shares have been issued and has been distributed to the shareholders, based on their percentage of shares.
The capital of the Company may be increased or decreased if necessary, in compliance with the provisions of the Turkish Commercial Code and the Capital Markets Law. If the capital increase is made by adding to the capital the internal reserves, issued shares are distributed to the shareholders on gratuitous basis pro rata their shareholdings.
New shares cannot be issued until the issued shares are paid and their values are paid in full.
ARTICLE 8: TRANSFER OF SHARES
A. Overall, The company can issue registered or bearer shares.
Only the D Group shares will be the bearer shares and the A, B, C Group shares will be the registered shares.
The transfer of the registered shares to the 3rd persons is subject to the decision of the Management Board.
However, only the below mentioned transfers are not dependent on the decision of the Management Board:
a) The transfers, required by the law
b) The transfer or pledge of shares, in the required amount, to the person, who has been appointed by the General Assembly in order to serve at the Management Board.
General Assembly of Shareholders can issue other bond or capital market instrument pursuant to Turkish Commercial Code, Capital Markets Law and other applicable law verdicts. The matter related to the limit of to be issued bonds is complied with Capital Markets Law and other applicable law verdicts.
ARTICLE 9: COMPLIANCE TO THE PRINCIPLES OF CORP
The principles of corporate governance enforced by Capital Market Board are complied. The transactions and the board of dırectors’ decisions made regardless of complying obligatory principles are invalid and will be considered against to the articles of association. The transactions considered significant in terms of the implementation of the principles of corporate governance and the company’s transactions that are any related party and giving guarantee, pledge and security in favor of third will be complied with the regulations regarding corporate governance of Capital Market Board.
The number and qualifications of independent members to be assigned in the board of directors will be determined pursuant to the regulations regarding corporate governance of Capital Market Board.
ARTICLE 10: BOARD OF DIRECTORS
A. The company operations and management will be carried out by the Board of Directors, which is constituted of 6 (six) members, who are elected by the General Assembly, in accordance with the terms of the Turkish Commercial Code.
B. The Board of Directors is elected as 6 (six) members, who are elected by the General Assembly, as 4 (four) members, amongst the candidates, who are being nominated by A Group shareholders, as 1 (one) member, amongst the candidates, who are being nominated by B Group shareholders, and as 1 (one) member, amongst the candidates, who are being nominated by C Group shareholders.
C. Except of the situations, mentioned in below paragraphs D and E, written as below, the meeting quorum of the Management Board is 5 and the Board of Directors decides with the majority of the attendees of the meeting. However, in case the meeting would not be quorate, upon first and second calls, the meeting quorum is going to be four. A decision, signed by all members, is regarded as Board of Directors has convened to take this decision and it is valid and effective, as the decision has been arrived at in the meeting.
D. The situations, mentioned below, do necessitate the presence of all members of the Board of Directors or their written consent. However, the quorum for the second call is 5 (five). None of any decision, related to the issues mentioned below, cannot be taken without the unanimous consent of all of the members of the Board of Directors or the approval of the 5 (five) members at the second call.
a) It is being assessed as increasing the number of company operations or decrease at a considerable level, planning investment projects, which are exceeding the 50% of the net asset value of the tangible assets and/or increasing and/or decreasing the destocking operations of the tangible assets.
b) Purchase, sales or leasing or renting of the tangible assets, amongst the company assets, outside of the usual work flow, pledging, mortgaging, or restricting with any kind of a limited property right of the company assets or any one of them in favor of a third natural and/or legal person.
c) Establishment of affiliates or acquisition of another company or merging with another company.
d) Except the obligatory situations, required by the legislation, restructuring of the financial structure of the company, recommendation for its repeal or liquidation.
e) Making investment, borrowing and giving out loan, or guarantee, outside of the usual work flow, by not being against legislative terms related to the money lending dealings and within the scope of special cases, in order for enlightenment of the investors, within the framework of the Capital Markets Board arrangements, with the condition to make the necessary explanations.
f) Except the company operations and usual work principles, financing, advance payment and other commercial transactions, which are of extraordinary nature.
g) Creating the annual marketing plans (including import and export), which would be agreed during the budget approval for the consecutive year.
E. With respect to the below mentioned situations, no decision is going to be valid, unless it is accepted by 5 (five) members of the Board of Directors. 6 Public document.
(a) Decisions, related to the main company policies, not being mentioned in the articles of 10/D above.
F. Calls for the Board of Directors meetings, will be via telephone, e-mail, unless it has been agreed otherwise by all of the members and the confirmation by registered mail or e-mail is going to be requested 14 days in advance. With these calls, the agenda of the meetings, location and time will be specified. The additions to the agenda are going to be made via e-mail and confirmation of receipt is going to be requested.
G. Monthly wages and attendance fee given to the chairman and members of the board of directors are determined by general assembly. The stock options or the payment plans based on the company’s performance is not applied to the charging of the independent members of the board of directors.
ARTICLE 11: TERM OF OFFICE
The members of the Management Board are being elected for duration of a maximum three years. The members, who have finalized their term of office, can be reelected. The General Assembly can always replace the members of the Management Board, if considered as necessary.
ARTICLE 12: MANAGEMENT BOARD MEETING
The Management Board convenes whenever the company operations and transactions would necessitate.
ARTICLE 13: VACANCY AND DISMISSAL OF A BOARD MEMBER
Without prejudice to the verdict of the related Article of the Turkish Commercial Code, in case there would be a vacancy in the Board of Directors, based on from which group of preferential shareholders’ appointed members this vacancy has taken place, this particular group is being asked to appoint another person temporarily, who is eligible with his/her legal conditions, and who is later to be submitted to the approval of the General Assembly. The member, who is elected this way, carries on his post until the very next General Assembly.
ARTICLE 14: REPRESENTATION OF THE COMPANY
The authority to represent the company versus others and to manage the company has been assigned to the Management Board. In order for any paper or contract to be binding for the company, they need to carry the signature of the person, representing the company, underneath the company stamp.
The certified resolution for signatory authority will be prepared and printed and will be registered.
ARTICLE 15: THE AUTHORITIES OF THE BOARD OF DIRECTORS
The Board of Directors is authorized to take any decision, except those, which are left aside by the law or issues left for the initiatives of the General Assembly by the statement of the articles of association. The Board of Directors is especially authorized to take decisions, related to the issues, stated below:
Appointing the managers, determining the individuals, who are going to sign on behalf of the company and to revoke the authorities of these individuals and/or to assign management partially or wholly to one or more than one board members or a third person pursuant to an internal directive to be prepared by the board.
A. Opening and closing of branches, representative office or office.
B. To make negotiations during the process of collective bargaining agreement and to arrive at conclusions.
C. Selecting General Manager, with the objective to effectuate the operations, related to the company’s management and implementations. The clause stating the prerequisite as compliance with the articles of association will be placed into the agreements, which are to be concluded with the General Manager.
Scope of duties, working principles and the qualification of the members of the committees to be formed within the Board of Directors will be determined and announced to the public by the Board of Directors in accordance with the provisions of the Turkish Commercial Code and the Capital Market Board legislation.
Company policies and rules required to be prepared pursuant to Capital Market Board legislation will be prepared by the Board of Directors, submitted to the information or approval of the General Assembly, if required and announced.
ARTICLE 16: AUDIT
The provisions of the Turkish Commercial Code and the Regulation of the Capital Markets Board will apply for audit of the company and other matters foreseen in the regulations.
ARTICLE 17: THE DUTIES OF THE AUDITORS
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ARTICLE 18 : REMUNERATION
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ARTICLE 19 : THE GENERAL ASSEMBLY
A. The Shareholders’ General Assembly will be held both ordinary and extraordinary. The Ordinary General Assembly is convened each year in the 3 months, following the company’s current year. The matters referred to in Article 413 of Turkish Commercial Code shall be discussed and the necessary resolutions shall be adopted during the general assembly meetings. It is obligatory to include the items which are required to be discussed or announced by the Capital Markets Board, into the agenda of the general assembly. General assembly meetings will be opened by the board of directors or the deputy chairman of the board of directors or one of the members of the board of directors.
The Shareholders’ General Assembly will convene in an appropriate location and time, in compliance with the terms of the Turkish Commercial Code and the articles of association, and take the necessary decisions.
B. Based on a request of the shareholders, who hold at least 5% of the shares, the President calls for Extraordinary General Assembly in 7 days and the agenda will be composed of the issues, raised by the party, requesting the meeting. For the A, B, and C Group shares, no such ratio is set as a prerequisite. 8 Public document.
The notices, regarding the General Assembly meeting will be sent to the A, B, and C Group shareholders and will be confirmed in 21 advance prior to the date of the meeting, through the registered post, unless it is specified contrary to this by an unanimous vote of A, B, and C Group shareholders, who own registered shares. The meeting agenda and date will be set in these notices. Additions to the agenda will be made by fax or confirmation letter. Provisions of the Turkish Commercial Code and the Capital Markets Board will be adhered to for the call to the meeting, as far as the shareholders are concerned, who possess A, B and C Group shares.
a) Without prejudice to the (b, c, d, e) sub clauses, stated below, the decisions taken at the General Assembly, are based in accordance with the quorum, specified in the Turkish Commercial Code.
b) For the decisions, related to the revisions of A, B sub clauses of the 10th article and the C/b sub clause of the 19th article, the decision quorum is 100%.
c) In order for the decisions to be valid, which are related to the situations, stated in the D sub clause (except D/g sub clause) of the 10th article, or the revision of the articles of association of the company, or increase or decrease in the capital of the company, or decisions, related to the attendance fee of the board members, the approval of at least 51% of the A, B and C Group shares is required.
d) For the ordinary and extraordinary General Assembly meetings, each of the A, B, C group shares have 15 (fifteen) votes, and each share, belonging to the other share groups, has only 1 (one) vote to cast.
ARTICLE 20: PLACE OF MEETING AND PARTICIPATION TO THE GENERAL ASSEMBLY MEETING IN ELECTRONIC FORM
The Shareholders’ General Assembly meeting is going to be held at the company head offices or at another location, which is located within the region of the company residence.
Shareholders, who are authorized to participate in the general assembly meetings, can also participate in the meetings electronically as per the provisions of article 1527 of Turkish Commercial Code. The company can establish the electronic general assembly system or purchase services from already established systems in order to provide opportunity for the shareholders to participate in general assembly meetings electronically and to cast votes in those meetings in conformity with the provisions of the Regulation about General Assembly Meetings to held in electronic form by Corporation, to disclose their opinions, submit proposals and cast votes. As per the provisions of this provision of the articles of association, it shall be provided that the shareholders and their proxies will be able to exercise their rights referred to in this Regulation.
ARTICLE 21: ATTENDANCE OF THE MINISTRY REPRESENTATIVE
A ministry representative to be appointed by the Line Ministry would be present at the ordinary and extraordinary General Assembly meetings. The ministry representative signs the meeting minutes with the shareholders and/or their representatives or with the General Assembly Presidency Council, in case they have been authorized for signing. The General Assembly meetings, at which the Ministry representative is not present, the General Assembly meetings, and their meeting minutes and the decisions made in the meetings are not considered as valid.
ARTICLE 22: THE LEGAL REPRESENTATIVES OF THE SHAREHOLDERS
The shareholders have the right to be represented by representatives, who could be amongst themselves or who could be an individual, who is not a shareholder, in accordance with the terms of the Capital Markets Law and with the clauses of the declarations of the Capital Markets Board, regarding this issue. Under such circumstances, the representatives can both cast their own votes and the votes of one or more than one shareholders, they are representing.
ARTICLE 23: THE NOTIFICATIONS
The notifications belonging to the company, reserving the verdicts of Turkish Commercial Code inter alia Capital Markets Law and relevant legislation and stipulated procedures, is declared thereby considering the minimum times signified in Turkish Commercial Code, Capital Markets Law and other relevant legislation and reaching the potential maximum shareholders via all kinds of communication instrument including electronic communication. In addition, information related to board of directors nominees and declaration of general assembly meeting are disclosed to the public in company’s website in accordance with Turkish Commercial Code, Capital Markets Law and other relevant legislation.
The notifications, related to the decrease of the capital and to liquidation of the company, are subject to the provisions of the Turkish Commercial Code.
Regarding the notifications, the regulation and declarations related to the Capital Markets are being implemented.
ARTICLE 24: THE PROCEDURE
The votes are going to be cast, by raising the hands. However, upon the request of the shareholders, who are representing more than 10% of the capital, the votes could be cast by secret ballot. The arrangements of the Capital Markets Board, related to this issue, are reserved without any prejudice.
ARTICLE 25: AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Amendments to the Articles of Association are resolved in accordance with the Law, Capital Market Board legislation and the provisions of the Articles of Association at the General Assembly meeting which will be invited according to the Law and the provisions of the Articles of Association further to the approval of the Capital Market Board and permission of the Line Ministry.
In case amendment to the Articles of Association violates the preferential shareholders’ rights, the shareholders’ resolution should be approved by the assembly of the preferential shareholders’.
The respective changes are going to be effectual against third parties upon duly registry.
ARTICLE 26: DOCUMENTS TO BE SENT TO THE MINISTRY AND THE CAPITAL MARKET BOARD
One original copy of each of the activity Report of the Board of Directors and the independent audit report and the annual balance sheet and income table, the minutes of the meeting of the general assembly of shareholders and the attendee list will be submitted to the Line Ministry within one month at the latest after the date of meeting of the general assembly of shareholders.
In case the financial statements and reports would require an independent auditing process, which are prepared in accordance with the arrangements of the Capital Markets.
Board, the independent audit report is announced to the public, in line with the processes and principles, set by the Capital Markets Board.
ARTICLE 27: ANNUAL ACCOUNTS
The company’s current year starts each year at the date January 1 and ends on December 31.
ARTICLE 28: PROFIT DISTRIBUTION
The Company complies with the Turkish Commercial Code and regulations in Capital Markets Law legislation.
The net profit of the company is the amount, which remains after deduction of the amounts which are compulsory for the Company to be paid or set aside such as general expenses of the Company and various amortizations and the taxes, to be paid by the Company, from the revenue of the Company to be calculated at the end of the year of activity as is seen in the annual balance sheet is distributed as follows after deduction of the previous years’ losses (if any) as follows:
General Legal Reserves
From the profit, which has been calculated through this process,
a) %5 as general legal reserves are allocated in accordance with the terms of Article 519 of the Turkish Commercial Code. First Dividends
b) From the residual balance, to which donations made within the applicable year will be added upon, the 1st dividend is reserved in accordance with the dividend policy to be determined by the general assembly pursuant to the Capital Market Law and legislation of the Capital Market Board and in compliance with relevant legislation.
c) After applying the above referred deductions, the general assembly is authorized whether to distribute dividends to the members of the Board of Directors, or to those individuals who are working for the company, or to philanthropic and educational institutions, as per the Articles of Association. Second Dividends
d) The residual balance after deductions of the amounts stipulated under paragraphs (a) (b) (c) above may be resolved by the general assembly to be partially or totally distributed as dividends or to allocate as discretionary reserves in accordance with Article 521 of the Turkish Commercial Code.
General Legal Reserves
e) After deducting 5 % of the issued capital from the portion of dividends resolved to be distributed to the persons who are entitled to dividends, 10% of the residual balance is added to the general legal reserves in accordance with Article 519/2 of the Turkish Commercial Code.
Unless the contingency reserves, which are required by the statutory provision to be allocated, and the 1st Dividend, which is determined for the shareholders, as stated in the articles of association or dividend policy, is not allocated, it is not allowed to create additional contingency reserves, to transfer profit to the next year, and to distribute premium to the management board member, to the officers, employees and workers.
The Shareholders may receive dividend advances in accordance with the provisions of Article 20 of the Capital Market Law.
Dividends are distributed to all of the current shares as of the date of distributions, regardless of the issue or acquisition date of those shares.
The general assembly is authorized to resolve for the date and means of payment of the dividends upon proposal of the Board of Directors taking into account the respective provisions of the Turkish Commercial Code.
The resolution of the general assembly for payment of dividends taken in accordance with the articles of association cannot be revoked.
ARTICLE 29: DATES FOR PROFIT DISTRIBUTION
The date and the structure of the payment of the dividend to the shareholders is decided based on the framework of the Capital Markets Legislation, and upon the request of the Management Board, and by the Shareholders’ General Assembly.
ARTICLE 30: LEGAL RESERVES
Until the level of one fifth of the company capital, general legal reserves are allocated.
In case these general legal reserves would decrease due to any particular reason, the company would continue to allocate contingency reserves until this level is being attained.
In case the general legal reserves would exceed the half amount of the capital, these might be used for compensation of the losses, to pursue the company operations, during the periods, in which the business is low, and to be protected against the consequences of unemployment.
Articles 519 and 523 of the Turkish Commercial Code are reserved.
ARTICLE 31: THE DOCUMENTS TO BE SENT TO THE MINISTRY
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ARTICLE 32: SUPPLEMENTARY PROVISIONS
Provisions of the Turkish Commercial Code, Capital Markets Board Law and applicable legislation will apply for any matter not stipulated under this Articles of Association.