VAKIF FİNANSAL KİRALAMA ANONİM ŞİRKETİ
Article 1 – An incorporated company is established among the founders whose names, surnames, residence and nationalities are listed below, in compliance with provisions of the Turkish Commercial Code related to instantaneous establishment of Corporations, and in order to be managed as per the provisions of the Turkish Commercial Code, Financial Leasing Law and the Master Agreement hereby.
|Name of the Founder||Nationality||Address|
|1- T.Vakıflar Bankası T.A.O.||Turkish||Atatürk Bulvarı No:207 Kavaklıdere/ANKARA|
|2- T.Vakıflar Bankası T.A.O. Memur ve Hizmetlileri Vakifbank Personnel Private Social Security Services Foundation||Turkish||İzmir Cad.Fevzi Çakmak Sokak No: 14 Kızılay/ANKARA|
|3- Güneş Sigorta Corporation||Turkish||Meclisi Mebusan Cad. Setüstü No: 5 Kabataş/İSTANBUL|
|4- Vakıf İnşaat Restorasyon ve Ticaret Corproation||Turkish||Spor Caddesi No: 50 Akaretler, Beşiktaş/İSTANBUL|
|5- Foundation of Social Assistance and Aid for the Personnel of T.C. Vakıflar Bank||Turkish||İzmir Cad.Fevzi Çakmak Sok. No: 1 / 5 Kızılay/ANKARA|
Article 1 – A Joint Stock Company was founded between the founders with their names, surnames, residences and nationalities written below in accordance with the provisions of the Turkish Commercial Code with regard to the immediate incorporation of the Joint Stock Companies in order to be managed in compliance with the provisions of the Turkish Commercial Code, Financial Leasing Law and this Articles of Incorporation./deneme
Article 2 – Title of the company is "VAKIF FİNANSAL KİRALAMA ANONİM ŞİRKETİ”.
Purpose And Scope
Article 3 – In general terms, the main purpose of the company shall be to acquire movables and immovables, machinery, tools and equipment via purchase, import and other legal means; to use these economic assets in domestic and international Financial Leasing activities within the framework of the related laws and legislation provisions; and to perform any kind of leasing transaction.
To achieve its main purpose, the company shall be entitled to cooperate and to establish partnerships, joint ventures and consortiums with national and overseas real and legal personalities falling within the scope of its field of activity.
On condition that they serve the company purposes and are included in the scope of its field of activity in line with the Financial Leasing Law and related Regulation provisions and they have the capacity to assist in achievement of the Company purposes:
1) The Company shall be entitled to purchase and to acquire via import the movables and immovables, instruments, machinery and equipment, spare parts and raw materials included in the scope of the activity field of such sectors as textiles, food, electric-electronic, communication, automotive, construction, heavy industry, transport, tourism etc; to rent, lease, sell or insure them as per the legislative provisions. As long as the legislation provisions are complied with, the Company shall be entitled to include old and renewed goods, subject to approval, within the scope of Financial Leasing; to establish transport, service and assembly organizations; to render financial and technical consultancy services; and to establish cooperative and partnership agreements with overseas organizations active in this field.
2) The Company shall be entitled to undertake financing activities falling within the scope of its field of activities in order to achieve Company purposes; to make cooperation agreements with domestic and international organizations and institutions in accordance with the legislation provisions in order to provide funds; to take short and mid-term loans and guarantees; to take loan from and give loan and guarantee to the domestic and international industrial and commercial organizations; and to make guarantee, deposit and similar types of contracts on such issues.
3) The Company shall be entitled to purchase securities and valuable papers included in the scope of the activities required by a financial organization; to dispose of these securities and papers; and to transfer these rights on condition that such activities are not in the form of exchange brokerage, security portfolio management and brokerage activities.
4) The Company shall be entitled to obtain brands, patents, letter patents, licenses and technical assistance and intangible intellectual and industrial rights; to dispose of such documents and rights; and to transfer concerned rights in order to achieve Company purposes as long as such documents and rights do not constitute the subject of Financial Leasing.
5) The Company shall be entitled to discount the documented lease receivables; to offer these receivables as guarantee; and to transfer lease Contracts to other leasers as per the Financial Leasing Law and related legislation. In accordance with the provisions of the Capital Market Law No 2499 and Turkish Commercial Code, the Board of Directors shall be entitled to issue, when deemed necessary, Registered Shares, Bills, financing bonds, profit partnership documents and all securities and similar valuable documents accepted by the Capital Market Law.
6) Insofar as such activities are related to its main purpose, the Company shall be entitled to purchase movables and immovables required for its own use upon the decision of the Board of Directors; to sell them when required; and to be debtor and debtee due to such transactions. It shall be entitled to secure, with pledge, such movables, commercial enterprises and immovables in return for other financing facilities it may offer for credit sales and leasing transactions and, in return for any kind of receivable; to give as pledge the movables, immovables and commercial enterprises in return for the loans and commitments to be undertaken in favor of the Company; to release such reservations and pledges; to perform release-related procedures in the land registry offices; to register with the related registry as, stipulated by law; and, when required, to perform any procedures required for subdivision, amalgamation and parcelling.
7) In case the incentive investments are realized wholly or partially via leasing, the Company shall be entitled to benefit from the incentives specified in the incentive document of the leaseholder and which shall be transferred to the latter upon procurement, as per the principles set out by the State Planning Organization.
8) The Company shall be entitled to national and international distributorship and similar agency activities; to employ foreign experts and personnel in line with the legal legislation; to start other-than-above-listed operations which are related to the purposes and field of activity of the Company and which are deemed beneficial and necessary for the Company, upon approval by the Board of Directors. However, in the performance of such operations, in the form of a Master Agreement, approval shall be obtained from the Ministry of Industry and Trade and from the Undersecretaries of Treasury and Foreign Trade.
Headquarters and Branches
Article 4 – The headquarters of the Company is located in Şişli/Istanbul, at the official address of “Büyükdere Caddesi Gazeteciler Sitesi Matbuat Sokak No: 17 Esentepe Şişli Istanbul”. In case of address change, the new address shall be registered at the Trade Registry, published in the Turkish Commercial Registry Gazette and notified to the Ministry of Industry and Trade and Banking Regulation and Supervisory Board. Notifications made to the registered and announced address shall be deemed made to the Company. Failure to register the new address in due time shall be deemed a reason for termination. Upon the Board of Directors' Decision and as long as the permit is obtained from the related authorities, the Company shall be entitled to open domestic and foreign branches as per the provisions of the Financial Leasing Law.
Duration of the Company
Article 5 - Duration of the company is unlimited and terminates as per the Master Agreement hereby and the provisions of the legislation in effect.
Article 6 – The Company has adopted the Registered Capital System as per the provisions of Law No 6362 and entered into this system with the Capital Market Board permit number 56/870, dated 12.12.1991. Registered capital of the company is 300,000,000.-(Three hundred million) TL (Turkish Lira), divided into 30,000,000,000.-(Thirty billion) shares, each with a par value of 1 Turkish Kurus. Issued capital stock of the company is 87.000,000.-(Eighty-seven-million) TL (Turkish Lira), which is fully paid. 9,190,173.51 TL (Turkish Lira) (Nine-million-one-hundred-ninety-thousand-one-hundred-seventy-three Turkish Liras and fifty-one Turkish Kurus) TL (Turkish Lira) of this capital stock is paid in cash. The remaining 70,959,826.49- (Seventy-million-nine-hundred-fifty-nine-thousand-eight-hundred-twenty-six Turkish Liras and forty-nine Turkish Kurus) is paid as follows: 253.750,00 (two-hundred-fifty-three-thousand-seven-hundred-fifty) TL (Turkish Lira)is met via inclusion into capital stock of the Increment Value Fund (created as per the revaluation provisions of Repeated Article 298 of Tax Procedural Law); 68.520,00 (Sixty-eight-thousand-five-hundred-twenty) TL (Turkish Lira) from subsidiary sales profit by bonus issue; 3,637,556.49 (Three-million-six-hundred-thirty-seven-thousand-five-hundred-fifty-six Turkish Liras and forty-nine Turkish Kurus) TL (Turkish Lira) from inclusion into capital stock of the previous year profit and dividends; and 6,850,000 (Six-million-eight-hundred-fifty-thousand Turkish Liras) TL (Turkish Lira) inclusion in capital stock of the paid-in capital inflation positive differences. Shares issued in return for this amount included in the capital stock are allocated at no charge to the company partners in proportion to their shares. The issued capital of the company is divided into 8,700,000,000.-(Eight-billion-seven-hundred-million) nominative shares, each with a par value of 1 Turkish Kurus.
The Board of Directors shall be entitled to increase, when deemed necessary, the capital raised, up to the Registered Capital Stock in line with the Capital Market Law and other related legislation provisions. Moreover, Board of Directors shall also be entitled to issue preferred shares and over-nominal-value shares; and to make decisions limiting the shareholders’ right to have new shares.
While the nominal value of the shares was 1.000 (one-thousand) OR 1.00 (one-Lira) 1.000.-TL (Turkish Lira), it has been changed to 1 KR as per the Law Amending the Turkish Commercial Code No 5274. Due to this change, the total number of the shares has decreased: 1 share of 1 Kurus value will be given in return for 10 shares each of 1.000 TL (Turkish Lira) value. Regarding the concerned change, the rights in respect of the shares owned by the partners shall be reserved. Shares representing the capital shall be monitored within the framework of the dematerialization principles.
Article 7 – All shares shall be registered and these registered shares shall be quoted on the Stock Exchange. Shares can only be assigned in compliance with the legislative provisions.
Board of Directors
Article 8 - Company operations and management shall be undertaken by the Board of Directors, composed of 5 members, to be elected by the General Assembly from among the shareholders, as per the provisions of the Turkish Commercial Code. The General Director, and the Deputy General Director in case of the absence of the former, shall be an ordinary member of the Board of Directors. The General Director and Deputy General Director must have a master degree and professional knowledge and experience in the legal, economics, business administration, finance or banking sectors. Members elected to the first terms of the Board of Directors for 3 years are listed in Provisional Article 1.
Term of the Board of Directors
Article 9 - Members of the Board of Directors shall be elected for 1 to 3 years and election shall be repeated for all members of the Board at the end of the term. Members whose term expires can be re-elected to the Board. If a Board member position is opened, election shall be made from among candidates to be nominated by the same group represented by the member who previously filled the concerned position. Election results shall be submitted to the General Assembly for approval. Upon the approval of the Board, the new member shall complete the term of office of the previous member.
Meetings of the Board of Directors
Article 10 – The Board of Directors shall convene at the Company headquarters whenever the Company operations and transactions require. However, The Board shall convene once a month at minimum. Even if the meeting is not duly realized, all Board Members shall convene on the declared date, hour and venue, without any prejudice to the validity of the meeting.
Representation and Binding of the Company
Article 11 - The Company shall be managed and represented by the Board of Directors. In order for any document or contract to be issued by the Company to be legally valid, such documents or contracts must contain the signatures and company titles of two individuals duly authorized to represent the Company. The provisions of Article 319 of the Turkish Commercial Code shall be reserved.
Authorities and Responsibilities of the Board of Directors
Article 12 – The Board of Directors shall be obliged to manage and represent the Company to third parties. The Board of Directors shall be entitled to manage the company assets and to perform any kind of operation and legal procedure falling within the scope of the Company Purpose and Scope defined in Article 3 of the Master Agreement in the name of the Company; and to use the Company title in such procedures.
The Board of Directors shall also be entitled to decide on intra-company regulations; the persons authorized to sign documents in the name of the Company; securities to be pledged in return for loans obtained from banks and other financing institutions; establishment of partnerships; joining and leaving organizations; liquidation, procurement, leasing and sale of real estate; and construction on such real estates in the name of the company.
Salary to be paid to the Board Members
Article 13- The salary to be paid to the Board Members shall be borne by the General Assembly. Salaries to be paid in the first year are specified in Provisional Article 3.
Auditors, Their Duties and Salaries
Article 14 – The General Assembly shall select, from among the Partners or an external source, at least two auditors to serve for at least 3 years, each with a master degree and experience and knowledge of Economics, Law and Finance. Auditors elected for the first one year are listed in Provisional Article 2. Auditors shall evaluate the Company activities in accordance with the provisions of Turkish Commercial Code, Financial Leasing Law and other legislation and shall submit their reports to the General Assembly, which should include their proposals. Auditors shall be severally liable for due performance of the duties assigned by Laws and Master Agreement.
Article 15 – The Board of Directors shall appoint a General Director meeting the requirements of the Financial Leasing Law, in order to undertake technical and administrative works of the Company in line with the principles and limits to be specified by the Board. The General Manager shall be an ordinary member of the Board of Directors and his/her authorities, responsibilities and allowances shall be decided by the Board of Directors.
Article 16 – The General Assembly shall convey ordinarily and extraordinarily.
a) Invitation Method: Articles 355, 356, 366 and 368 of the Turkish Commercial Code shall apply in the invitations to the General Assembly.
b) Date of Meeting: The Ordinary General Assembly convenes within three months after completion of the business year of the Company and, at least, once a year. An Extraordinary General Assembly shall convene whenever required by the Company operations and as stipulated by relevant laws.
c) Voting and Proxy Appointment: Shareholders or their proxies shall be entitled to the right to vote for one share in the General Assembly meetings. They shall be entitled to representation via shareholders or appointed proxies. The method of authorization shall be decided and announced by the Board of Directors.
d) Negotiations and quorum: Issues specified in Article 369 of the Turkish Commercial Code shall be negotiated and required decisions shall be made in the General Assembly. General Assembly meetings and the quorum in these meetings shall be subject to the provisions of the Turkish Commercial Code.
e) Meeting Venue: The General Assembly shall convene at an appropriate place in the city where the headquarters of the Company is located.
Presence of the Commissioner in the Meeting
Article 17 - It is obligatory to ensure participation of a Commissioner from the Ministry of Industry and Trade in both ordinary and extraordinary General Assemblies. Any decision made in the absence of a Commissioner shall be deemed null and void.
Article 18 - Company announcements shall be made at least 15 days in advance in a newspaper published in the city where the headquarters is located; the provisions of paragraph 4 of Article 37 of the Turkish Commercial Code be reserved. However, announcements related to calling a General Assembly shall be made two weeks in advance (meeting day excluded), as per Article 368 of the Turkish Commercial Law. Articles 397 and 438 of the Turkish Commercial Code shall be reserved for notifications on capital reduction.
Article 19 - The Financial year of the company starts on the 1st of January and ends on the 31st of December. The first financial year starts with the official foundation of the company and ends on the 31st of December of the same year. List of Attendance, Balance Sheet, Income Statement, Minutes and reports arranged as per the provisions specified in Turkish Commercial Code and Financial Leasing Law shall be submitted to the related authorities in due time.
Profit Detection and Distribution
Article 20 - The amount obtained after Company expenditures and the reserves required to be allocated or to be paid by the Company (such as various depreciation costs) are deducted from the revenues calculated at the end of the financial year, referred to as the net profit.
Regarding the profit made this way;
a) 5% of this profit shall be allocated as legal contingency reserve, as per Article 466 of the Turkish Commercial Code.
b) Any kind of tax and legal liability to be paid by the Company shall be deducted from this profit.
c) First dividend payment, at the rate and amount to be decided by the Capital Market Board, shall be made from the remaining amount.
d) In case the annual distributable profit is smaller than the amount required for distribution of the first profit share decided by the Capital Market Board or in case the financial year ends with a loss, the General Assembly shall usually be entitled to decide on distribution of profit share at an amount not exceeding that set by the Capital Market Board by using reserves other than those falling within the scope of the regulations specified in Articles 466 and 469 of the Turkish Commercial Code.
e) Without prejudice to the first dividend payment, the Company shall distribute up to 2% of the net profit to the members of the Board of Directors. The General Assembly shall decide on whether the remaining amount will be distributed to the partners as a second dividend payment, on the amount to be distributed to the Company employees, and the amount to be allocated as extraordinary contingency reserve. The provisions of Article 466/3 of the Turkish Commercial Code shall be reserved.
f) Unless the contingency reserves stipulated by law and the first dividend payment foreseen by the Master Agreement to be made to the shareholders are allocated; it shall not be allowed to allocate any other contingency reserve, to shift profit to the new year, or to pay a share to the members of the Board of Directors, civil servants, employees or workers.
Article 21 – Issues not hereby addressed in the Master Agreement shall be subject to the provisions of the Turkish Commercial Code, Financial Leasing Law and other related laws and legislations as well as their Regulations and Communiqués.
- The demand we made via the petition dated 20.11.2007 to the General Directorate of Domestic Trade of the Ministry of Trade and Industry for amendments to Article 3-4 and 17 of the Master Agreement of our Company is accepted, with reference to the official letter Number 27508 of the Capital Market Board, dated 13.11.2007, by the official letter of the General Directorate of Domestic Trade of the Ministry of Trade and Industry Number B.14O.İTG.0.10.00.01/401.01-42643-115134/7361, dated 11.12.2007.
Amended articles are hereby reflected to the Master Agreement.