Articles of Association

AMENDED ARTICLES OF ASSOCIATION OF PARK ELEKTRİK ÜRETİM MADENCİLİK SANAYİ VE TİCARET ANONİM ŞİRKETİ – 13.03.2009

Incorporation

Article 1
A joint stock company is hereby established by the founders the names, surnames nationalities and addresses of whom are set forth below in accordance with the provisions of the Turkish Commercial Code regarding instantaneous incorporation.

1) Park Holding Anonim Şirketi                                                                                              Turkish
Paşalimanı Caddesi No: 41 Üsküdar/İstanbul
2) Park Enerji Ekipmanları Madencilik Elektrik Üretim San. ve Tic. A. Ş.                               Turkish
Paşalimanı Caddesi No: 41 Üsküdar/İstanbul
3) Turgay Ciner                                                                                                                              Turkish
Paşalimanı Caddesi No: 41 Üsküdar/İstanbul
4) Erhan Aygün                                                                                                                              Turkish
Bilkent 2 Villaları No: A1-1B Bilkent/Ankara
5) Ertin Akgüç                                                                                                                                 Turkish
Nispetiye Cad. Saydam Sok. Aksoy Apt. No: 22 Beşiktaş/İstanbul
(Arranged according to the recent shareholding structure)

Commercial Title

Article 2
Commercial title of the Company is “PARK ELEKTRİK ÜRETİM MADENCİLİK SANAYİ VE TİCARET ANONİM ŞİRKETİ” (as amended and announced in the Turkish Trade Registry Gazette dated March 18, 2009 and No. 7272).

Principal Place of Business and Branches

Article 3
Principal place of business of the Company is in Üsküdar Town of Istanbul Province.  Address of the Company’s principal place of business is Paşalimanı Caddesi No. 41 Üsküdar İSTANBUL.

(By Board of Directors Resolution, registered on July 1, 2005 and announced in Turkish Trade Registry Gazette dated July 8, 2005 and numbered 6342).

The Company shall register any changes in its address with the Trade Registry Office and announce the same in the Turkish Trade Registry Gazette, as well as notify the Ministry of Industry and Commerce of the Republic of Turkey and the Capital Market Board of such change. Notices and notifications made to the registered and announced address shall be deemed to have been made to the Company. If the Company moves from its registered and announced address and fails to notify its address change within the statutory period of time, this shall be deemed a reason for termination of the Company. The Company may open branches in the country and abroad, provided that it informs the Capital Market Board and the Ministry of Industry and Commerce.

(as amended and announced in the Turkish Trade Registry Gazette dated October 17, 1997 and No. 4400)

Term


Article 4

The term of the Company is unlimited.
(as amended and announced in the Turkish Trade Registry Gazette dated April 22, 1997 and No. 4274)

Purpose and Scope

Article 5

A) Purpose and scope of the Company are as follows:
1- To search, extract, process any kind of metals, metal ores and derivatives of the same in accordance with the Stone-Coal and Stone Quarry Regulations; to manufacture any and all materials and substances used in the industry; search for mining zones, acquire operation licenses and operation concessions and operate or cause others to operate the same;
2- To process, purify, refine any kinds of metals and substances made of metals, either produced by it or supplied from anywhere else; and import, export and trade the same; manufacture, import, export and trade machineries, fixtures, spare parts and accessories used for production of the same;
3- To establish, operate co-generation power plants in order to satisfy the needs of electricity, energy and steam, sell energy surplus and make necessary investments relating to the energy,
4- To produce any kind of fibers from glass, metal and metal derivatives; process these fibers; and produce, import, export and trade any kind of product;
5- To build, operate, cause others to operate or sell power plants for generation and distribution of electricity within the frame of the related laws and regulations in effect;
6- To establish, operate acquire, hire or lease any kind of facilities for generation of electricity;
7- To sell the generated electricity and/or the capacity to the legal entities having wholesale license, legal entities having retail sale license and free consumer under bilateral agreements;
8- To participate in the distribution companies, organized or to be organized, without establishing control thereon,
9-To participate in the electricity generation companies, organized or to be organized.
B) In order to perform the aforementioned activities, the Company may conduct the following activities relating to its purpose and scope in compliance with the laws and regulations regarding Electricity Market;
1- Buy, sell, take and put in pledge for the guarantee in favor of the Company, hire, lease movable and immovable assets and rights (such as license, concession, invention, copyright, commercial title, commercial name, brands, patent, trademark, model, drawing, know how, goodwill royalty etc.), acquire and establish for and against the Company, change, release the rights on the real estates and any kind of real and personal rights and put the same as capital in the companies incorporated or to be incorporated; conduct all the transactions such as joining, separation, quitting, right of easement, and similar transactions relating to the real estate; and establish real rights for and against the Company;
2- Provide, accept, change or release mortgages for and against the Company in order to perform the subjects of activity;
3- Accept real estate mortgage, chattel mortgage, pledge of assets, surety and bank guarantees; assign any debt; terminate, release these guarantees and convert into cash, if required, or acquire the same in order to guarantee any cash and non-cash, tangible and intangible receivables and rights as well as undertakings and warranties made against the Company;
4- Provide real estate mortgage, chattel mortgage and pledge of assets on the Company’s assets, goods, receivables and rights against any of its cash and non-cash, tangible and intangible debt, any kind of loans used by the Company, any undertaking, guarantee and surety provided by the Company; assign its receivables; grant similar guarantees, additionally grant mortgage, chattel pledge in favor of the third parties; act as joint and several debtor and surety; grant mortgage, chattel mortgage in favor of the 3rd parties and act as joint and several debtor and surety; provided that necessary disclosures required by the Capital Market Board are made within the scope of the significant events of disclosure to enlighten the investments.
5- Act as or appoint agencies, representative offices, commissioners, distributors in the country and abroad relating to the subject of activity of the Company; participate in the tenders in the country and abroad alone or together with local and foreign companies by concluding agreements with the same; and assume an undertaking in favor of the Company;
6- Hire, buy or sell machineries and equipment in the country or abroad relating to the subjects of activity;
7-Hire, acquire, sell and operate facilities relating to the subjects of activity;
8- Manage and technically organize companies existing or to be incorporated, where it participates as the founder;
9- Establish foreign capital companies, ordinary companies and partnerships with the local and foreign sole proprietorship, equity (capital stock) companies, ordinary companies and real persons; participate in the incorporated partnerships; buy and sell the share certificates and bonds of the same, provided that it shall not act as broker;
10- Make industrial and commercial investments, included in the subjects of activity;
11- Enter into limited or unlimited term agreements, contracts and cooperation, incorporate partnerships, participate in the partnerships, become a partner of the companies incorporated or to be incorporated relating to its subjects of activity; provided that arrangements of the CMB regarding restrictions on participations and that this participation shall not be in the form of intermediary activity and portfolio management;
12- Obtain long, medium and short term loans and sureties in the country and abroad in order to perform the purposes relating to the subject of activity.
13- Establish branches, marketing units as well as manufacturing units such as workshops and factories, open demonstration and sales points in the county and abroad for any product it manufactures or supplies from anywhere else; conduct wholesale and retail sale of the products; and attend any and all fairs, exhibitions and organizations for the same purpose;
14- Issue any kind of debenture stock in compliance with the legal conditions;
15- In the event that, in the future, the Company wishes to engage in activities, other than those listed above, which it deems related to or favorable for the purposes of the Company, it may conduct these activities upon proposal of the Board and approval of the General Assembly. Necessary permissions are required to be obtained from the Capital Market Board, the Energy Market Regulatory Authority and the Ministry of Industry and Commerce upon completion of all the necessary transactions for the aforesaid resolution in the form of amendment to these Articles of Association.
(As amended and announced in the Turkish Trade Registry Gazette dated March 18, 2009 and No. 7272)

Capital Stock and Shares

Article 6
The Company adopted the registered capital system as per the provisions of the Capital Market Law No. 2499 and started this system under Permission dated 30.04.1998 and No. 409.
Registered capital of the Company is TRL 300,000,000.- (three hundred million Turkish Liras), divided into 30,000,000,000 having a nominal value of 1.- Kr.
The authorized capital permitted by the Capital Market Board shall be effective for 5 years between 2009 and 2013. Even if the authorized capital is not reached at the end of 2013, in order that the board of directors would resolve on capital increase after 2013, the Board of Directors is obligated to be authorized by the General Assembly after obtaining the permission of the Capital Market Board for the authorized capital permitted before or for a new authorized capital. In case of failure to obtain the required authorization for the capital, the Company shall be deemed to have exited from the registered capital system.
The issued capital of the Company is TRL 120,000,000 (one hundred twenty million Turkish Liras), that is fully paid up. The capital is composed of 12,000,000,000 shares, corresponding to TRL 120,000,000 (one hundred twenty million Turkish Liras), each having a nominal value of 1 (One) Kr.
1,500,000,000 shares, corresponding to TRL 15,000,000 are Class A Shares; and 10,500,000,000 corresponding to TRL 105,000,000 are Class B Shares.
The entire of Class A Shares is registered. 6,310,000,000 shares of Class B Shares are registered shares and 4,190,000,000 shares, quoted on the Stock Exchange, are bearer.
In the event that the shares, not quoted on the Stock Exchange, are started to be quoted on the Stock Exchange, these shares shall be converted to the type of the quoted shares.
Permissions shall be obtained from the Capital Market Board and Energy Market Regulatory Authority on this matter.
The Company shall file an application with the Capital Market Board for each direct or indirect acquisition of shares representing five percent or more of the capital stock by a real person or legal entity or acquisition of shares owned by a shareholder resulting in exceed of five percent of the capital of the legal entity and/or acquisition of shares resulting in decrease of the shares of a shareholder below the aforesaid rates and these acquisitions are also subject to the consent of the Energy Market Regulatory Authority. This provision shall also apply to acquiring the right to vote and to pledge the shares.
Even if any share transfer is not in question, annulment of the privilege of the shares or issuance of redeemed shares are subject to the approvals of the Energy Market Regulatory Authority and the Capital Market Board without considering the proportional limits regarding the share transfer.
Between 2009 and 2013, the Board of Directors is authorized to increase the issued capital up to the upper limit of the authorized capital by issuing registered or bearer shares, when deemed necessary in compliance with the provisions of the Capital Market Law.
The shares representing the capital are followed up by book entry within the frame of the principles of Book-Entry.
(As amended and announced in Turkish Trade Registry Gazette dated March 18, 2009 and No. 7272)

Article 7

Issuance of Bonds

The Company may issue any kind of bonds upon the proposal of the board of directors and resolution of the general assembly at an amount corresponding to the paid-up capital.
(As amended and announced in the Turkish Trade Registry Gazette dated March 22, 1994 and No. 3494).

Constitution, Term, Functions and Powers of the Board of Directors


Article 8

Businesses and administration of the Company shall be governed by the Board of Directors consisting 9 (nine) persons to be appointed by the General Assembly of the Company as per the provisions of these Articles of Association. 3 (three) of the members of the Board of Directors shall be elected from among Class A Shareholders; other three (3) members from among Class B Shareholders; and the last 3 (three) members from among the candidates to be nominated by A or Class B Shareholders.

Members of the Board of Directors may be elected for a maximum term of 3 (three) years. Any member of the Board of Directors, whose term of office expires, may be re-elected. Majority of the Board of Directors consists of the non-executive members. One or more real persons may be appointed to the Board of Directors for representing one or more shareholders of each legal entity.

The Board of Directors appoints one chairman and one vice chairman from among the members. At least two of the members of the board of directors are independent members. At least one of the Chairman and the Vice Chairman of the Board of Directors is elected from among the independent members.
The independent members are required to have the qualifications set forth in the Corporate Governance Principles of the Capital Market Board.

The Board of Directors convenes at least once a month. The meeting place is the headquarters of the Company. The Board of Directors may convene at any other place upon the resolution of the Board of Directors. The Board of Directors is called for a meeting by the Chairman of the Board or by the Vice Chairman in case of absence of the Chairman.
The shareholders and the interest holders, holding at least one twentieth of the capital, may call the Board of Directors, for a meeting. The request for invitation is made to the Chairman of the Board of Directors. Chairman holds the meeting or if the Chairman resolves that the meeting is not necessarily and immediately held, the Chairman may put the matter regarding invitation on the agenda for discussion at the subsequent board of directors.
The Board of Directors convenes with the attendance of one more than the half of the members and the resolutions are passed by the majority of the members attending the meeting. In case of tie votes, the voting shall be postponed to the subsequent meeting. If the equality is not broken, the suggestion shall be deemed to have been rejected.

Members of the Board of Directors, not attending consecutive 3 (three) meetings for any reason under whatsoever title, are deemed to have withdrawn from the Board of Directors. A secretariat, affiliated to the Chairman of the Board of Directors and in the body of the Company, shall be formed so as to ensure that the documents relating to the board of directors meetings would be kept regularly and all the members of the board of directors shall be served. Information and documents relating to the matters on the agenda of the board of directors are transmitted to the members of the board of directors by the secretariat at least seven days prior to the meeting. Members of the Board of Directors are entitled to get information at any time from the company management through the secretariat.

The Board members are elected from among the qualified persons, well informed on the subjects of activity and management of the Company and experienced on the sector and preferably graduated from higher education institutions. It is also paid utmost attention that the members shall be elected from among the persons, informed on the legal arrangements to which the company is subject with regard to daily and long term transactions and dispositions of the Company; and being able to and determined to attend entire of the board of directors meetings anticipated to be held for the relevant budget year.
The age limit of the members of the Board of Directors is 70. The members over 70 are required to be retired. Tasks and responsibilities of the Board of Directors are as follows:

  1. To manage the movable and immovable assets of the Company; and to conduct any and all transactions for and on behalf of the Company, with regard to the purpose and scope;
  2. To represent the Company against the shareholders and third parties;,
  3. To prepare bylaws regarding management and activities of the Company;
  4. To approve budget and strategic business plans of the Company;
  5. To determine the policies regarding shareholders and interest holders of the Company;
  6. To establish the ethical rules of the Company; and to ensure observance of the same;
  7. To constitute committees affiliated to the Board of Directors; elect the members and arrange the working principles of these committees;
  8. To appoint, promote or decide for dismissal of the General Managers and top executive managers;
  9. To have the annual balance sheet and profit-loss statements prepared; and to present the annual report of the year to the General Assembly for approval;
  10. To decide on appointment, promotion and discharge of the signatories, advisors, inspectors and controllers of the Company;
  11. To determine and approve salaries, cadres and annual expenses of the signatories, advisors, inspectors and controllers of the Company;
  12. To pass resolutions on opening new mining zones, factories or power plants; designate the authorized officials and the capital to be divided between the branches, if required;
  13. To determine the risk management principles of the Company; and to set up necessary departments to ensure an effective risk management.

These aforesaid activities are all included in the tasks of the Board of Directors. However, these powers are not limited. The Board of Directors is authorized for any act not prohibited by the Law.
Supervisory Committee affiliated to the Board of Directors approves the independence of the independent external auditor.
Corporate Governance Committee, Appointment Committee and Supervisory Committee are established in affiliation with the Board of Directors. Members of the Committee are elected and appointed by the Board of Directors. The committees consist of at least two members. Chairmen of the Committees are elected from among the independent members of the board of directors.  Majority of the committee members are elected from among the non-executive members. Members of the committee may not become members of more than one committee.
Supervisory Committee is constituted to be responsible for effective operation of the financial and operational activities.
Corporate Governance and Appointment Committee is constituted to observe compliance by the Company with the corporate governance principles and to make recommendations to the Board of Directors for to the appointments regarding the Company.
(As amended and announced in the Turkish Trade Registry Gazette dated June 22, 2005 and No. 6330)

Representation and Binding of the Company


Article 9

The Board of Directors is responsible for administration and representation of the Company.
In order that all the documents to be given and agreements to be entered the Company are to be valid, these are required to bear the signatures affixed under the company seal by the managers authorized to represent and bind the Company.
The Board of Directors may delegate some of its powers to the managers; thus, it shall determine, register and announce the powers by the circular to be issued.
(by Articles of Association published in Turkish Trade Registry Gazette dated March 22, 1994 and No. 3494)

Auditors, their Functions and Auditing of the Company


Article 10

The General Assembly elects one or more than one auditor from among the candidates nominated by the majority of the Class A Shareholders either from among the shareholders or from outside for a maximum term of three years. Number of the auditors may not exceed five.
The auditors are liable to perform the tasks listed in the related articles of the Turkish Commercial Code.
Annual financial statements of the Company and interim financial statements also subject to independent audit as per the Capital Market Law and Regulations are audited by an independent audit company approved by the General Assembly within the framework of the related laws and regulations.
(As amended and announced in the Turkish Trade Registry Gazette dated June 22, 2005 and No. 6330).

General Assembly


Article 11

The General Assembly is the decision-making organ, delegated with all the authorities within the framework of the Laws.
AInvitation;
Invitation for the General Assembly meetings shall be subject to related provisions of the Turkish Commercial Law, Capital Market Law and Capital Market Communiqués.
As a rule, the Board of Directors is responsible for the calls for General Assembly Meetings and both the Board of Directors and the Auditors are responsible for the calls for Extraordinary General Meeting as per Article 355 of the Turkish Commercial Law.
In the event that the shareholders holding at least one twentieth of the Company’s capital apply before the preparation of the Agenda of the General Assembly, then their recommendations on the agenda shall be taken into account by the Board of Directors.
Provisions of Article 335, 365, 366 and (368) of the Turkish Commercial Law and Capital Market Law and the Corporate Governance Principles of the Capital Market Law shall be applicable to the calls for the General Assembly Meetings. As per Article 11 of the Capital Market Law, amended by Law No. 4487, the minority rights shall be exercised by the shareholders holding at least 1/20 of the paid-up capital.
Additionally, upon the written request – prepared with the rationales – of the shareholders holding at least one twentieth of the company capital, the Board of Directors calls the General Assembly for a meeting and the matters to be discussed are put on the agenda.
B- Time of the Meeting;
Ordinary General Assembly convenes within three months after the end of the account period and at least once a year; and the Extraordinary General Assembly convenes when required by the affairs of the Company.
C- Vote Casting and Proxy Appointment;
Each of the shareholders or proxies, present at the Ordinary and Extraordinary General Assembly Meetings, has one vote.
The form of proxies is determined by the Board of Directors within the framework of the arrangements regarding proxy voting of the Capital Market Board and other related laws and regulations; and these points are expressly announced.
Detailed information is given to the shareholders on the nominated members of the board of directors and auditors before the voting process. (This information on the candidates of the Board Members and Auditors includes identity information, educations, current occupations, other tasks to be performed besides the board of directors membership, tasks assumed in the last five years, features of their relations with the company and major shareholders, experiences, whether they are independent, financial status and other matters affecting the membership of the board of directors).
D- Discussions and Resolution Quorum;
At the Company’s General Assembly Meetings, the matters set forth in the related articles of the Turkish Commercial Code are discussed and necessary resolutions are passed.
E- Amendment of the Articles of Association;
For the resolutions regarding change of the origin of the Company or increase of the subscriptions of the shareholders, agreement of all the shareholders is essential as per the first paragraph of Article 388 of the Turkish Commercial Law.
At the General Assembly Meetings where the amendments to be made as per Paragraphs 2 and 3 of Article 388 of the Turkish Commercial Law are to be voted as per Article 11 of the Capital Market Law other than the matters set forth in the first paragraph regarding the Company’s articles of association, it is essential that the shareholders or their proxies holding at least one third of the Company Capital would be present. The resolutions shall be passed by the majority of all the attending shareholders.
F- Place of Meeting;
The General Assemblies convene at the management office of the Company or at the most convenient place in the province where the headquarters is located.
(As amended and announced in the Turkish Trade Registry Gazette dated June 22, 2005 and No. 6330)

Presence of Government Observer

Article 12

It is obligatory that an Observer of the Ministry of Industry and Commerce of the Republic of Turkey be present at all General Assemblies, whether ordinary or extra-ordinary and sign the minutes of the meeting. Resolutions passed by the General Assembly in the absence of the Observer, and minutes not duly signed by the Observer, are legally invalid.
Each shareholder may individually request from the General Assembly to specially appoint an observer for detailed overview and clarification of the financial status. In case of rejection of such request, the shareholders holding at least 1/20 of the capital may request from the Court to appoint a special auditor.
(As amended and announced in the Turkish Trade Registry Gazette dated June 22, 2005 and No. 6330).

Announcement


Article 13

Announcements regarding the Company shall be made at least 21 (twenty one) days prior to the event to which it pertains, in a newspaper published at the place where the principal place of business of the Company is located and in all over Turkey; provided that provisions of Paragraph 4 of Article 37 of the Turkish Commercial Code shall remain reserved.  Announcements inviting shareholders to a General Assembly are obligated to be published, at least three weeks in advance, excluding the meeting and announcement dates pursuant to Article 368 of the Turkish Commercial Code. Announcements pertaining to the decrease or liquidation of capital shall be subject to Articles 397 and 438 of the Turkish Commercial Code. The announcements, obligated to be made as per the Capital Market Laws and the Capital Market Communiqués, shall be subject to the provisions of the communiqués of the Capital Market Board.
(As amended and announced in the Turkish Trade Registry Gazette dated June 22, 2005 and No. 6330).

Fiscal Period

Article 14

The fiscal year of the Company shall commence on the first day of January and end on the last day of December of the same year.  However, the initial fiscal year commences on the date of definite incorporation of the Company and ends on the last day of December of the same year.
(By the articles of association announced in the Turkish Trade Registry Gazette dated June 22, 1994 and No. 3494)

Determination and Distribution of Profits

Article 15

Amount, remained after deduction of expenses accepted by the applicable laws and regulations, taxes required to be paid as per the Tax Law, past years’ losses, and general expenditures and costs of the Company as well as amounts accrued and obligated to be reserved from the total proceeds generated by the Company, such as various amortizations, constitutes the net profit.

The annual net profit of the Company is distributed as follows:

  1. As per Article 466 of the Turkish Commercial Code, 5% is set aside as Legal Reserve.
  1. Initial dividend is distributed to the shareholders from the balance at the rate and amount specified as per the provisions of the relevant laws and regulations.
  1. The General Assembly is authorized to partially or entirely distribute as the second dividend or set aside as extraordinary legal reserve, the balance remained after deduction of the amounts set forth in Subparagraphs (a)and(b) from the net profit.
  1. One tenth of the amount remained after deduction of net profit at the rate of 5% (five percent) of the paid-up capital from the amount agreed to be distributed to the shareholders is set aside as the second legal reserve as per Subparagraph 3 of Paragraph 2 of Article 466 of the Turkish Commercial Code.
  1. Unless the legal reserves required to be set aside as per the law and the initial tier dividend required to be set aside for the shareholders as stated in the articles of association are set aside, no legal reserve is set aside and profit shall not be transferred to the next year; unless the first tier dividend is paid in cash and/or in shares, no dividend shall be distributed to the members of the Board of Directors, officials, servants and workers, holders of participation certificates, founders and holders of ordinary redeemed shares, privileged shareholders, foundations established for various purposes and real persons/legal entities in similar forms.
  1. The dividend is distributed equally to the entire shares as of the fiscal period regardless of their issuance and acquisition dates.

The Board of Directors may dividend advance limitedly for the relevant year; provided that it is authorized by the General Assembly and complies with Article 15 of the Capital Market Law as well as communiqués issued by the Capital Market Board. The authority to distribute dividend advance, given to the Board of Directors by the General Assembly is limited to the year when this authority is empowered. Unless the dividend advances of the previous year are completely deducted, no resolution is made for distribution of additional dividend advance and dividend itself.
(As amended and announced in the Turkish Trade Registry Gazette dated August 3, 2004 and No. 6106)

Voluntary Reserve

Article 16

Voluntary reserve is set aside until it reaches 20% of the Company’s capital. In case of decrease of such amount, the voluntary reserve shall be continued to be set aside.
(As amended and announced in the Turkish Trade Registry Gazette dated October 17, 1997 and No. 4400)

Legal Provisions


Article 17

The provisions of the Turkish Commercial Code, Capital Market Law, Capital Market Communiqués and other relevant legislation shall govern any matters not otherwise addressed in these Articles of Association.
(As amended and announced in the Turkish Trade Registry Gazette dated October 17, 1997 and No. 4400)

Article 18

Financial statements and reports as well as independent audit report, stipulated by the Capital Market to be issued, are sent to the Capital Market Board and announced to the public within the frame of the principles and procedures determined by the Capital Market Board.

Provisions of Merger

Article 19

The Company may merge with the other companies together with all of its assets and liabilities. The merger is realized as per the provisions in effect of the Turkish Commercial Code and the Capital Market Law. In case the legal entities, holding licenses, intend to merge with each other or other legal entities holding license and the legal entities not holding licenses intend to be absorbed into a legal entity holding a license together with all of its assets and liabilities, the consents of the Energy Market Regulatory Authority and the Capital Market Board are obligated to be obtained on the merger permission; save as the provisions, on mergers and acquisitions, of Law No. 4054 regarding Protection of the Competition are reserved.
When the relevant consent is obtained, the merger transactions shall be finalized within one hundred eighty days following the date of consent. The relevant merger agreement shall not include any provision violating the rights and receivables of the consumers or eliminating the debts of the Company and shall include terms and conditions required by the electricity market laws and regulations.
(Inserted by amendment announced in the Turkish Trade Registry Gazette dated March 18, 2009 and No. 7272)

Amendment to Articles of Association


Article 20

Except for the address changes, permission of the Capital Market Board, approval of the Energy Market Regulatory Authority, permission of the Ministry of Industry and Trade as well as other consents within the frame of the Turkish Commercial Code are required to be obtained for any amendment to the Articles of Association.
(Inserted by amendment announced in the Turkish Trade Registry Gazette dated March 18, 2009 and No. 7272)