Articles of Association

Articles of Association

Article: 1 – ESTABLISHMENT

A joint stock company is established between the founders, whose names and domiciles are written below, as an instantaneous establishment to operate in accordance with the provisions of the Turkish Commercial Code and Articles of Association.

FOUNDERS:

  1. Saadettin Topçuoğlu, Turkish National, residing at Hatay Cad. No: 365/5 Izmir,
  2. Sebahattin Topçuoğlu, Turkish National, residing at Hatay Cad. No: 365/5 Izmir,
  3. Cemil Kaleli, Turkish National, residing at Tunus Cad. No: 65/1 Yenişehir/Ankara,
  4. Vural Mengen, Turkish National, residing at 346 Sok. No: 12/10 Halil Rıfat Paşa Cad. Izmir,
  5. Nejdet Tekçe, Turkish National, residing at 346 Sok. No: 12/9 Halil Rıfat Paşa Cad. Izmir,
  6. Vedat Uyal, Turkish National, residing at Mithatpaşa Cad.No:972/9 Izmir.

Article: 2 – COMPANY’S TITLE

The Company's title is Mondi Turkey Oluklu Mukavva Kağıt ve Ambalaj Sanayi Anonim Şirketi.

Article: 3 – COMPANY'S AREAS OF ACTIVITY

  1. a) to make corrugated cartons and boxes from corrugated cartons, to produce all types of packaging materials from all types of packaging materials;
  2. b) to manufacture papers, cartons and similar types of products in the form of fluting, straw fluting, test liner from materials such as recycled paper, straw, pikestaff, kenaf and cellulose;
  3. c) to engage in waste paper, packaging, similar materials and paper recycle in accordance with the provisions of the Environmental Legislation of the Ministry of Environment and Forestry, to establish and operate recycling facilities, collection facilities; to establish and operate any establishments needed as per the provisions of the relevant legislation;
  4. d) to trade and export and sell the products it manufactures;
  5. e) to manufacture, import, export and carry out all kinds of Internal trade of raw materials, auxiliary products, materials, machineries, devices, tools, fixtures and fittings entered into or covered by its areas of activity; to engage in transport, brokerage, dealership business and contract works in connection with the businesses falling into the scope of its areas of activity;
  6. f) to engage in insurance agency and insurance brokerage services within the framework of the Insurance Legislation, to participate in companies established or to be established or to establish companies related thereto;
  7. g) to establish, or become a partner to, tourist facilities, hotels and similar businesses;
  8. h) to cooperate with domestic and foreign companies, to enter into patent, trademark, license, patent, agency and distributorship agreements;
  9. i) to establish foundations that fit the purposes of education, culture, health and general, special, added-budget administrations; do not seek profit purposes and that comply with the applicable laws under the supervision of the Directorate of Foundations and are autonomous in terms of functioning;
  10. j) to purchase, unify, allot, construct or cause to be unified, allotted, constructed and lease movable and immovable properties related to its areas of activity, to sell out or rent out its own movables and immovable properties, to establish mortgages on, to cancel mortgages established on, immovable properties, to establish, cancel, transfer, take over, acquire mortgages on its own immovable properties, to acquire any and all rights, assume liabilities within the Company's areas of activities, to purchase, take over, sell out and transfer share certificates, provided that the Company does not intermediate for the same and the same does not fall into the scope of portfolio management business, to participate in companies established or to be established in this regard;
  11. k) to engage in and maintain all kinds of business and commercial transactions that are related to the above written matters or deemed useful for these matters or activities;
  12. l) the principles stipulated by the Capital Markets Board shall be followed in matters in which the Company grants guarantees, sureties or establishes pledge rights including mortgages in favour of itself and/or third parties.
  13. m) in accordance with the relevant legislation of the electricity market, to establish production facilities and to generate power and thermal energy within the framework of the auto-producer license to essentially meet its power and thermal energy needs, and in case of surplus generation of power and thermal energy, to sell out such surplus power and thermal energy and/or capacity generated within the framework of the relevant legislation to other license-holder third parties and to engage in any activities for the procurement of any equipment and fuel related to power generation, provided that such activities are not commercial in nature;
  14. n) to engage in collection, sorting, sale and manufacturing businesses in foreign countries to procure raw materials, auxiliary products or sell their products and to establish companies or become a partner to companies established or cooperate with such companies or parties in foreign countries to engage in import or export activities from other countries related to such activities and to carry out all kinds of transactions, activities required by such businesses;

The regulations of the Capital Markets Board on corporate governance shall be complied with in transactions deemed to be material for the implementation of Corporate Governance Principles and in all kinds of related-party transactions of the Company and in transactions regarding the provision of guarantees, pledges and mortgages in favour of third-parties.

In addition, the principles determined within the framework of  the capital markets legislation are complied with in terms of providing guarantees, sureties, collaterals or establishing pledge rights including mortgages on its own behalf and in favour of third-parties.

If it is desired to engage in new businesses that will be regarded beneficial for the Company in future other than those shown above, such state of affair shall be submitted to the General Assembly for approval upon proposal of the Board of Directors and the necessary permission shall be obtained from the Ministry of Industry and Trade and the Capital Markets Board and be registered and announced after the approval of the General Assembly for the implementation of such decision.

Article: 4 – COMPANY'S HEADQUARTERS AND BRANCH OFFICES 

The Company's headquarters is located in İzmir Province, Tire District, Bekleme Mevkii. If the Company's address is changed, new address shall be registered with the Trade Registry and be announced in the Turkish Trade Registry Gazette and be notified to the Ministry of Industry and Trade and the Capital Markets Board. Notifications made to the address registered and declared shall be deemed to have been made to the Company. If the Company fails to have its new address registered within the legal period although moved from its former address which is registered and declared, this situation shall be considered as a reason for termination of the Company.

The Company may open branch offices and establish manufacturing facilities in anywhere home and abroad, provided that the Company notifies the Ministry of Industry and Trade and the Capital Markets Board related thereto.

Article: 5 – COMPANY’S DURATION

The Company is established for an "indefinite period of time" from the registration and announcement of its foundation.

Article: 6 - REGISTERED AND ISSUED CAPITAL 

The upper limit of the Company's registered capital is TL 1,600,000,000 (one billion six hundred million Turkish Lira) and divided into 160.000.000.000 (one hundred and sixty billion) shares with a nominal value of one (1) Kuruş each.

The Company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law No. 2499 (repealed) and has switched to this system with the Permission No. 864, dated 22.11.1990, of the Capital Markets Board.

The nominal value of the shares, which was TL 5,000.00 (Five Thousand Turkish Lira), has been amended as one (1) New Kurus within the scope of the Law Amending the Turkish Commercial Code No. 5274 and then, as one (1) Kurus due to the removal of the word "New" in the New Turkish Lira and the New Kurus on 01.01.2009 by the Resolution No. 2007/11963, dated 04.04.2007, of the Council of Ministers. The total number of shares has decreased due to this change, and 1 (one) share amounting to 1 (New) Kurus has been issued for 2 (two) shares each with a nominal value of TL 5,000.00 TRY (Five Thousand Turkish Lira). The rights of the shareholders arising from their own shares are reserved in relation to the said change.

The permission granted by the Capital Markets Board for the upper limit of registered capital is valid between 2023 and 2027 (5 years). At the end of 2027, even if the permitted registered capital ceiling has not been reached, it is obligatory to obtain authorisation from the General Assembly for a new period not exceeding five (5) years by obtaining permission from the Capital Markets Board for the given ceiling or a new ceiling. In case the said authorisation is not obtained, no capital increase can be made with the decision of the Board of Directors.

The Company's issued capital is TL 349,680,268.66 ( Three-Hundred Forty-Nine Million Six-Hundred Eighty Thousand Two-Hundred Sixty Eight Turkish Liras and Sixty Six Kurus). TL 200,000,000.00 (Two Hundred Million Turkish Lira), which constituted the previous capital of the Company, has been paid in full, free of collusion. The entire capital amounting to TL 149,680,268.66 (One Hundred Forty-Nine Million Six-Hundred Eighty-Thousand Two-Hundred Sixty Eight Turkish Lira and Sixty Six Kurus) increased this time has been covered by the acquisition of Mondi Olmuksan Kağıt ve Ambalaj Sanayi Anonim Şirketi, which is registered with the Istanbul Trade Registry under the registration number 69919-0, with all its assets and liabilities as a whole through dissolution without liquidation, in accordance with the Capital Markets Law No. 6362, the Capital Markets Board Communiqué No. II-23.2 on Mergers and Demergers, the provisions of Articles 136 to 158 and Articles 191 to 194 of the Turkish Commercial Code No. 6102, the provisions of Articles 19 and 20 of the Corporate Tax Law No. 5520 governing the transfer transactions of corporations and the provisions of other relevant legislation. The shares issued due to this amount added to the capital were distributed to the shareholders of Mondi Olmuksan Kağıt ve Ambalaj Sanayi Anonim Şirketi, which was dissolved by the merger, according to the principles specified in the merger agreement.

Shares representing the capital shall be monitored in dematerialised form within the framework of dematerialisation principles.

The Company's capital may be increased or decreased when necessary within the framework of the provisions of the Turkish Commercial Code and Capital Markets Legislation.

The Board of Directors shall be authorised to increase the issued capital by issuing new shares up to the registered capital ceiling whenever it deems necessary in accordance with the provisions of the Capital Markets Law and to take decisions on limiting the shareholders' right to purchase new shares and issuing shares with premium or below their nominal value. The authorisation to restrict the right to purchase new shares may not be used in a way to cause inequality among the shareholders.

Article 7 - SHARE CERTIFICATES

  1. a) All of the Company's share certificates are registered shares.
  2. b) No bearer share certificates can be issued and the existing registered shares cannot be changed to bearer share certificates in capital increases.
  3. c) The Board of Directors shall endeavour to maintain tax advantages granted by the tax legislation to publicly traded companies and their shareholders.
  4. d) The Board of Directors shall be authorized to accept and warrant the "BLANK ENDORSEMENT" to ensure that the shares are traded on the Stock Exchange.

However, the General Assembly shall have the authority to cancel the Blank Endorsement.

Article: 8 – FOUNDER SHARE 

This Article has fully been removed.

Article: 9 – TEMPORARY RECEIPT AND CERTIFICATE OF PROOF 

This Article has fully been removed.

Article: 10 - CAPITAL INCREASE 

This Article has fully been removed.

Article: 11 - ISSUING BONDS AND FINANCING BILLS

The Company may issue bonds, financing bills, indexed currency option notes and/or financing bonds within the framework of the Turkish Commercial Code, the Capital Markets Legislation and the other relevant legislation.

The Board of Directors shall be authorized to issue and market bonds, financing bills, indexed currency option notes and/or financing bonds up to and including TL 10,000,000,000,000 (Ten Trillion) (without the need for any further decision of the General Assembly). The Board of Directors may, within the limits of TL 10,000,000,000,000  (Ten Trillion), exercise this authority by issuing and marketing, in whole or in part, at one time or several times, only one, two, three type or four types at once of bonds, financing bills, indexed currency option notes or financing bonds.

Again, within the limits of TL 10,000,000,000,000 (Ten Trillion), the Board of Directors may issue bonds and/or financing bills in the form and within the and provisions set forth in this Article in lieu of those paid.

Article: 12 - BOARD OF DIRECTORS 

The Company shall be managed by a Board of Directors consisting of a minimum of five (5) and maximum of nine (9) members to be elected by the General Assembly from among the shareholders. The General Assembly may determine the number of members of the Board of Directors with a decision it will take from time to time considering the number limitations referred to herein.

The number and qualifications of the independent members of the Board of Directors shall be determined in accordance with the Turkish Commercial Code, the Capital Markets Law and the regulations of the Capital Markets Board on corporate governance.

Board Members shall be elected to hold office for a period of three (3) years, unless otherwise agreed by the General Assembly. Board Members with a term of office expired may be re-elected. Board Members can be replaced at any time if deemed necessary by the General Assembly.

If one or more than one board membership position become vacant due to resignation, death or any other reason, the Board of Directors shall elect new member(s) from among the candidates nominated by the shareholders represented by such members as a board member to be submitted to the next General Assembly Meeting for approval. If member(s) elected in this way is approved by the General Assembly at the next General Assembly Meeting, the member(s) shall complete the remaining term of office of their predecessor.

Article: 13 - ASSIGNMENT OF DUTIES OF BOARD OF DIRECTORS 

  1. Board Members shall assign duties among themselves.
  2. Board Members may appoint a delegate from among themselves or a delegate from outside.
  3. Board Members or Auditors cannot establish any shell company under the name of marketing, transportation companies related to the purchase and sale activities of the Company. They cannot participate in such companies secretly or openly, nor they can compete with the Company. Board Members can do business with or compete with the Company only upon the approval of the majority of the shareholders. If such a situation arises or is found out, the relevant Board Member shall immediately notify the Board of Directors or the Company's auditors of the situation and inform them in writing.

Article: 14 – BOARD MEETINGS

The Board of Directors shall convene regularly at least on quarterly basis; however, the Board of Directors may convene more often without being limited to such time period or without any delay if deemed necessary.

The Chairman and each Board Member shall have the right to invite the Board of Directors to convene by issuing an invitation to the Board Members at least seven (7) days in advance and/or include matters in meeting agenda they wish to be discussed.

Invitation to Board Meetings shall be determined and designated by the Board of Directors in accordance with the provisions of the Turkish Commercial Code, the Capital Markets Law and other relevant legislation.

The Members may attend Board Meetings by any technological method enabling remote access such as teleconference, telephone, video conference. However, decisions regarding such meetings shall be valid as long as they are made in accordance with the provisions of Article 390/4 of the Turkish Commercial Code.

The meeting and resolution quorum of the Board of Directors shall be subject to the provisions of the Turkish Commercial Code, the Capital Markets Law and other relevant legislation.

The Board of Directors may make decisions without any meeting in accordance with Article 390/4 of the Turkish Commercial Code A written resolution distributed to all Board Members and approved by the signatures of at least the majority of the total number of Board Members shall be treated in all respects as a resolution adopted at a meeting duly convened and attended by all members.

Those who are entitled to attend Board Meetings of the Company may attend these meetings also electronically in accordance with Article 1527 of the Turkish Commercial Code. The Company may establish an Electronic Meeting System that will allow the shareholders to attend these meetings and vote electronically in accordance with the provisions of the Communiqué on Electronic Meetings Other Than Joint Stock Company General Meetings in Commercial Companies, or may procure a service from the systems established for this purpose. The shareholders shall be provided with the opportunity to exercise their rights, specified in the relevant legislation, at these meetings within the framework of the provisions of the Communiqué on Electronic Meetings Other Than Joint Stock Company General Meetings in Commercial Companies via the system established in accordance with this provision of the Company's Articles of Association or via the system from which support services will be procured.

Article: 15 – COMPANY'S MANAGEMENT AND REPRESENTATION

The Company shall be managed and represented by the Board of Directors. The Company shall be represented and bound in all matters by the joint signatures of at least two Board Members under the title of the Company. In addition, the signatures to represent and bind the Company and the manner of representation and binding shall be determined by a resolution of the Board of Directors and shall be registered and announced. The Board of Directors may delegate the power of representation to one or more than one executive director or third-parties as manager. At least one Board Member must be authorised to represent the Company.

The Board of Directors may, by an internal directive to be issued in accordance with the Turkish Commercial Code, appoint Board Members who are not authorised to represent the Company or those who are bound to the Company by a service contract as commercial proxies or other merchant assistants with limited authority.

Article: 16 - FINANCIAL RIGHTS OF BOARD MEMBERS 

Attendance fees to be paid to board members shall be determined by the General Assembly every year.

Article: 17 – AUDITORS

The relevant provisions of the Turkish Commercial Code and Capital Markets Legislation shall apply to the audit of the Company and the matters stipulated in the legislation.

Article: 18- GENERAL ASSEMBLY

The General Assembly of shareholders is the highest authority of the Company. The following principles shall apply to the General Assembly Meetings.

  1. a) Form of Invitation: Invitations to General Assembly Meetings shall be governed by the provisions of the Turkish Commercial Code, the Capital Markets Law and other relevant legislation.
  2. b) Place of Meeting: The General Assembly shall convene at the Company's Headquarters (Tire-İzmir) or another place in İzmir, Istanbul, Ankara, Adana, İzmit (Kocaeli) and Bursa if approved by the Board of Directors.
  3. c) Participation in the General Assembly Meetings Electronically

Shareholders who have the right to attend the General Assembly Meetings of the Company may also attend these meetings electronically in accordance with Article 1527 of the Turkish Commercial Code. The Company may both establish an electronic general assembly meeting system that will allow shareholders to attend the General Assembly Meetings electronically, state their opinions, submit proposals and vote in accordance with the provisions of the regulation on the Electronic General Assembly Meetings of Joint Stock Companies and procure services from the systems established for this purpose. Shareholders and their representatives shall be able to exercise their rights, specified in the provisions of the above-mentioned Regulation, at all General Assembly Meetings via such a system established in accordance with this provision of the Articles of Association.

  1. d) Meeting Time: The Extraordinary General Assembly shall convene with ordinary meetings at least once a year within three months from the end of the accounting period of the Company, and the Extraordinary General Assembly shall convene with extraordinary meetings in cases and at times as required by the Company's businesses.
  2. e) Voting and Proxy Appointment: Shareholders or their proxies present at the Ordinary and Extraordinary General Assembly meetings shall have one vote for each share. Shareholders may have themselves be represented by a proxy to be appointed from among other shareholders or externally at the General Assembly meetings. Proxies who are shareholders of the Company shall be authorized also to vote on behalf of the shareholders they represent other than their own votes. Participation and voting by proxy at the General Assembly Meetings shall be subject to the Capital Markets Law and the relevant regulations of the Capital Markets Board.
  3. f) Negotiations and Quorum for Decision: Items on the agenda shall be negotiated at the Company's General Assembly Meetings and necessary decisions shall be taken accordingly. The meeting and resolution quorum for the General Assembly Meetings shall be subject to the provisions of the Turkish Commercial Code, the Capital Markets Law and other relevant legislation.

Article: 19 – PLACE OF MEETING

This Article has fully been removed.

Article: 20- PRESENCE OF MINISTRY REPRESENTATIVES AT MEETINGS

A representative from the Ministry of Trade must be present both at the ordinary and extraordinary General Assembly Meetings and sign meeting minutes together with persons concerned. Resolutions to be adopted at the General Assembly Meetings in the absence of such representative and meeting minutes that do not bear signature of the representative shall not be valid.

Article: 21 – MEETING QUORUM 

This Article has fully been removed.

Article: 22 - QUORUM FOR DECISION AND VOTING

This Article has fully been removed.

Article: 23 -PROXY AND REPRESENTATION 

This Article has fully been removed.

Article: 24 - MEETING ENTRANCE CARD 

Shareholders holding bearer share certificates and their proxies shall entrust their shares to a place to be determined by the Company against receipt and receive their entrance cards indicating their voting rights no later than one week before the meeting in order for such shareholders or their representatives exercise their right to vote at the meetings. Shareholders holding registered share certificates shall not be required to entrust their shares.

Entrance cards shall be valid for the second and third meetings if the first meeting cannot be held.

Article: 25 - APPROVAL OF BALANCE SHEET

This Article has fully been removed.

Article: 26 – ANNOUNCEMENTS

Announcements pertaining to the Company and announcements for the General Assembly Meetings shall be made through all means of communication, including electronic communication, in order to reach the maximum possible number of shareholders taking into account the minimum periods specified in the provisions of the Turkish Commercial Code, the Capital Markets Law and other relevant legislation, in addition to the procedures stipulated by the legislation.

Article: 27 - DISTRIBUTION OF PROFIT 

Amounts that must be paid or allocated by the Company, such as general expenses and various depreciation values, and taxes payable by the Company shall be deducted from the Company's income determined at the end of the accounting period and the period profit remaining after the deduction and appearing on the annual balance sheet shall be allocated as shown below after deduction of the previous year losses, if any.

  1. a) 5% of the profit for the period shown in the annual balance sheet shall be set aside as legal reserves.
  2. b) First dividend shall be allocated from the remaining profit for the period, over the amount to be found by adding the amount of donations made during the year, if any, within the framework of the profit distribution policy to be determined by the General Assembly and in accordance with the provisions of the relevant legislation.
  3. c) The General Assembly shall be authorized to distribute the amount remaining after deducting the amounts specified in subparagraphs (a) and (b) from the net profit for the period, in whole or in part, as second dividend or to allocate it as voluntary reserves in accordance with Article 521 of the Turkish Commercial Code.
  4. d) One tenth of the amount found after deducting 5% dividend from the amount decided to be distributed to the shareholders and other persons participating in the profit, shall be added to the general legal reserve in accordance with paragraph 2 of Article 519 of the Turkish Commercial Code.
  5. e) Unless and until the reserves required to be allocated by the provisions of the law are allocated and the dividend determined for the shareholders in the Articles of Association is distributed in cash and/or in the form of shares, it cannot be decided to allocate other reserves, to transfer profit to the following year and to distribute dividends to the Board Members, officers, employees and workers, foundations established for various purposes and such persons and/or institutions.
  6. f) Dividends shall be distributed equally to all existing shares as of the date of distribution, regardless of their issue and acquisition dates.
  7. g) The method and time of distribution of the profit decided to be distributed shall be decided by the General Assembly upon the proposal of the Board of Directors on this matter.
  8. h) The profit distribution decision made by the General Assembly in accordance with the provisions of these Articles of Association cannot be revoked.

Article: 28 – PROFIT DISTRIBUTION DATE 

The General Assembly shall decide when and in what form the annual profit will be distributed upon a proposal of the Board of Directors in accordance with the relevant provisions of the Turkish Commercial Code and the Capital Markets Board. Profits distributed according to the provisions of this Articles of Incorporation cannot be reclaimed.

Article: RESERVES ALLOCATED VOLUNTARILY BY THE COMPANY

Articles 519 and 521 of the Turkish Commercial Code shall apply to the contingency reserves allocated by the Company.

Article: 30 - ARTICLES OF ASSOCIATION TO BE SUBMITTED TO THE MINISTRY 

This Article has fully been removed.

Article: 31 - MAXIMUM SHAREHOLDING

This Article has fully been removed.

Article: 32 - DONATIONS AND AIDS: 

Donations to be made by the Company may not exceed the upper limit to be determined by the General Assembly. Donations shall be added to the distributable profit base and may be made provided that the necessary material event disclosures are made and the donations made during the year are submitted to the shareholders for information at the General Assembly Meeting, provided that they do not contradict the regulations of the Capital Markets Law on the transfer of hidden income and do not hinder the Company's own purpose and field of activity.

Article: 33 – LEGAL PROVISIONS

The provisions of the Turkish Commercial Code and the Capital Markets Law No. 2499 and the relevant legislation shall apply to matters that are not addressed in this Articles of Association.

Article: 34 - COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES

The Corporate Governance Principles required by the Capital Markets Board shall be complied with. Transactions and decisions of the Board of Directors taken without complying with the mandatory principles shall be invalid and deemed a breach of the Articles of Association.

Article: 35 - REFERENCES TO THE TURKISH COMMERCIAL CODE

The references made in these Articles of Association to the Turkish Commercial Code No. 6762, which is still in force, shall be deemed to have been made to the relevant articles of this law, which shall enter into force after the entry into force of the Turkish Commercial Code No. 6102.

Provisional Additional Article: 1

This Article has fully been removed.