TEKNIK HOLDING JOINT STOCK COMPANY
MAIN CONTRACT
ORGANIZATION:
Article 1-
A joint-stock company has been established among the founders, whose names, surnames, localities, and nationalities are listed below.
Line No |
Founder's Name and surname |
place |
Nationality |
ID No |
1 |
ARDA YÜKSEL |
ABDURRAHMANGAZİ NEIGHBORHOODBABÜRŞAH STREET4AK / 1SANCAKTEPE/İSTANBUL |
|
TC Identification Number: *********** |
COMPANY TITLE:
Article 2-The company's title is TECHNICAL HOLDING Joint Stock Company.
PURPOSE AND SUBJECT:
Article 3-The aim and subject of the company are as follows; HOLDING, on the one hand, the companies that participated established and achievements in the fields of business, to increase to ensure continuity in the management of the organization to raise efficiency with advanced technique and ease the financial burden of these services by editing the fields of Public Service, economic and social developments of in-house jolts resolve within the community that can create for himself and the company's resources together and evaluates initiatives more powerfully is to move, on the other hand, provide funding and loans from other companies and organizations outside the community, the organization aims to assist in management and supervision and to make direct investments in certain areas alone or with otherpeople.
TOPIC OCCUPATIONAL:
1. Holding company; construction, energy, tourism activities and established businesses established for all kinds of internal and external commercial, industrial and agricultural enterprises; mining, energy, education, construction, transportation, tourism, service, publishing, printing, established or to be established to be engaged in advertising issues, domestic and foreign commercial enterprises;
a. Can participate in its management and supervision during or after its establishment;
b. Whether or not they have a share in advance, they can participate in capital increases of such enterprises;
c. Provided that you are not like portfolio management and brokerage activities, organization, or during the capital increase, the other participants join), or the rights and obligations arising from the fellowship from having to take over from their owners and can own these rights if you have identical rights and obligations, debts and obligations, you can take together or separately, or may delegate to others;
d. Portfolio management and brokerage activities like share certificates, certificates or other institutions or usufruct or shares in the founding of these organizations other privileged they do they bond, bonds, the certificate issued under the provisions of applicable legislation such as black-owned and participation bonus of securities directly from them, or you can buy them from people in their hands; the owner or other securities by the values of this type can change, you can sell them to others;
e. Portfolio management and brokerage like activities that are not provided by the provisions of the main contract partner is located in a segment from their partners in favor of the decision of the competent institutions or bodies that may arise with any options, rights, and the rights of usufruct as the nature of the concession to take over from pending or not, the owners may or may assign such rights;
f. To enlighten investors, provided that the necessary explanations to be sought by the board within the scope of special cases are made, it can be sure that the principal money and interest of the bonds to be issued and/or issued by third parties will be paid at maturity;
g. Investors illumination to ensure the necessary explanations have been made under special conditions to the call of the Assembly provided that the claims from banks or other financial institutions or third parties or entirely deferred credits to be taken by the authorities of the specific term to the fulfillment of certain conditions for the fulfillment of obligations and taxes connected with the poet's formal and informal contacts can be found on bail and committed to any securities mortgage can give in return, and can take any collateral pledges including mortgages.
h. Provided that the necessary explanations to be sought by the board are made within the scope of special circumstances to ensure the disclosure of investors, third parties may make personal or in-kind surety against any debts or obligations arising from their commercial business and transactions, contract or actual relations or relations;
i. In the company's name and 3. in favor of persons, the principles established within the framework of Capital Market legislation shall be followed in matters of guarantee, surety, guarantee, or lien right including mortgage
2.HOLDING COMPANY,
a. 1 Above No. lu paragraph writing issues operating on domestic and foreign natural persons or legal entities that will operate any kind or nature with activities and establish partnerships of all types of commercial enterprises and in this regard the management and control of these issues directly participate in or establish businesses in their name, can make investments;
b.Can import and export within the subject of Labor;
c. It can buy, sell, lease or lease all types of industrial property rights and material and intangible rights (including warnings, licenses, know-how) to others, and take other legal actions on such rights.
d. By the provisions of the mining law and Quarry regulations, it may obtain all kinds of exploration and operation licenses, transfer or transfer or jointly use such licenses owned by natural or legal persons with or without supervision;
e. It can make agreements with domestic and foreign natural or legal persons with whom it cooperates, stating the principles of burdening and dividing financial responsibility;
3.HOLDİNG COMPANYcan carry out Project Development Studies to find new investment areas, transfer technical knowledge and technology with the projects it has developed to the enterprises in which it has participated or not participated, with or without success.
4.HOLDİNG COMPANY can be a commercial agent, broker, and agent, provided that he stays in the business;
5.HOLDING COMPANY no 1 article can personally undertake contractors on Written business issues; participate in official and private tenders; make construction contracts, transfer such contractors to established and established companies and real persons with or without supervision; take over such contractors from others;
6.HOLDING COMPANY can provide consultancy services with or without supervision on commercial and economic issues such as investment, money finding, organization, management, marketing, and sales to enterprises that it participates in or does not participate in;
7.HOLDING COMPANY may make all kinds of credit agreements with domestic, foreign or international natural or legal persons credit institutions and provide all kinds of guarantees in-kind and cash about these transactions, provided that the company makes the necessary explanations to be sought by the board within the scope of special cases;
8.HOLDİNG COMPANYIllumination to ensure investors under special conditions, the Assembly provided the necessary explanations to the call of the above-mentioned activities related to collecting the nature of the deposit to be carrying any movable and immovable property and take over the ship or voluntary transfers as may be controversial or she may or may remove such capital may not be able to establish rights to the businesses that participated in favor of, or in favor of third parties, the assurance of the debts of the business set up to create, remove it. It can transfer existing rights in kind to someone else.
9.HOLDİNG COMPANY can also perform all kinds of commercial and industrial business and operations with its partners or members of the board of directors;
10.HOLDİNG COMPANY If he wants to engage in other jobs that appear to be useful in the future other than those listed above, he may take such initiatives by amending his articles of association with the permission of the Capital Markets Board and the Ministry of Industry and trade based on the proposal of the board of directors for these jobs.
COMPANY HEADQUARTERS:
Article 4-The company is headquartered in KARTAL District of ISTANBUL province. Its address is TEKNIK CONSTRUCTION UPTWINS RESIDENCE B BLOCK / 110 KARTAL / ISTANBUL. When changing the address, the new address is registered in the Trade Registry and announced in the Turkish Trade Registry Gazette. Notification to the registered and declared address is considered to have been made to the company. Although it is separated from its registered and declared address, this is considered a reason for termination for a company that has not registered its new address within its term.
DURATION OF THE COMPANY:
Article 5-The term of the company is set to be unlimited.
TYPES OF CAPITAL AND SHARES:
Article 6- The registered capital of the company is 32.500.000,00 (thirty two million five hundred thousand) TL and it is divided into 1.300.000 (one million three hundred thousand) registered shares each with a nominal value of 25 (twenty five) TL. The initial capital of the company is 6.500.000,00 (six million five hundred thousand) TL and it is divided into 260.000 (two hundred sixty thousand) registered shares each with a nominal value of 25 (twenty five) TL. It has been determined that the initial capital has been paid in full by independent accountant and financial advisor, Mehmet Dolar, with the financial advisor report no.2020 03 and dated 17.11.2020. The Board of Directors is authorized to increase the issued capital by issuing shares up to the registered capital ceiling when deemed necessary, in accordance with the provisions of the Turkish Commercial Code. The term of this capital increase authorization granted to the board of directors is 5 years and it starts on 01 January 2021 after the registration of the amendment to this articles of association and ends on 31 December 2025. The capital increase decisions to be taken by the board of directors are notified by hand delivery or by letter to the shareholders written in the share books and to the shareholders who have previously submitted a document proving the company's share certificates or share ownership. The rate or amount of the capital debt requested to be paid, the date of payment and where the payment will be made shall be clearly stated in the announcement. The board of directors have also taken the decision to increase capital registered with the trade registry and announced by Turkey Trade Registry Gazette.
BOARD AND DURATION:
Article 7-The company's Affairs and administration are carried out by a board of directors consisting of at least 1, no more than 3 members to be elected by the General Assembly by the provisions of the Turkish Commercial Code. The term of the board of Directors is between 1 and 3 years. As the first member of the Board of Directors, the following were elected for 3 years; *********** T.C. ID number, ABDURRAHMANGAZI NEIGHBORHOOD MUGHALSHAH STREET 4AK/1 SANCAKTEPE / ISTANBUL resident, ARDA YÜKSEL as a member of the Board of Directors, members of the board of directors whose term of office has expired can be re-elected.
COMPANY REPRESENTATION:
Article 8-The management and external representation of the company belongs to the board of directors. For all documents and contracts to be issued by the company to be valid, they must bear the signature of (1) person who has been placed under the title of the company and is authorized to contact the company.
He will represent and bind the company with the signatures of ARDA Yüksel, one of the members of the board of directors.
AUDITORS and THEIR DUTIES:
Article 9-elects at least 1 auditor for at least 3 years. As first auditor:*********** T.C. ID number Sumerian NEIGHBORHOOD 24/4 LNSTREET 19/57ZEYTINBURNU / Istanbul resident, MEHMET DOLAR was elected for a period of one year. Auditors 353-357 Of The Turkish Commercial Code. They are obliged to perform the duties listed in their articles.
DISTRIBUTION OF DUTIES OF MEMBERS OF THE BOARD OF DIRECTORS AND THOSE AUTHORIZED TO REPRESENT AND FORM OF REPRESENTATION
Article 10-Board members; for the first 3 years*********** T.C. ID number ABDURRAHMANGAZI NEIGHBORHOODBABÜRŞAHSTREET ARDA YÜKSEL, the resident at 4ak / 1sancaktepe / ISTANBUL, was selected as the company's Director. Form of authority: individual representation and authority are authorized.
GENERAL ASSEMBLY:
Article 11-a) general assemblies are convened ordinary and extraordinary. In the invitation to these meetings, 355, 365, 366, and 368 of the Turkish Commercial Code. the provisions of the articles apply.
PRESENCE OF A REPRESENTATIVE OF THE MINISTRY AT MEETINGS:
Article 12-At both ordinary and extraordinary plenary meetings, it is necessary to have a representative of the Ministry of Customs and trade and to sign the minutes of the meeting together with the interested parties. Decisions to be taken at plenary meetings to be held in absentia of the representative of the ministry and minutes of the meeting that do not bear the signature of the representative are not valid.
DECLARED:
Article 13-Company ads 37 of the Turkish Commercial Code. 4. Provided that the provisions of the paragraph are reserved, it is made at least 15 days in advance with a newspaper published at the location of the company's headquarters. If the newspaper is not published in the neighborhood, the announcement is made with the newspaper in the nearest places.
ACCOUNTING PERIOD:
Article 14-The January December Company Account year begins on the first day of January and ends on the thirty-first day of December. But the first account Year begins from the date of the firm's final establishment and ends on the thirty-first day of December of that year.
DETERMINATION AND DISTRIBUTION OF PROFITS:
Aricle 15-After the amount that must be paid or separated by the company, such as the company's overhead costs and various depreciation costs, is deducted from the income determined at the end of the accounting year, the remaining amount constitutes pure profit. 5% legal reserve fund is allocated before the profit that will occur in this way. And from the rest, the value of the shares that have not been redeemed is subtracted enough to give the first dividend of 5% to the part paid.
RESERVE FUNDS:
Article 16-466 and 467 of the Turkish Commercial Code on the reserve funds allocated by the company. The provisions of the articles apply.
STATUTORY PROVISIONS:
Article 17-The provisions of the Turkish Commercial Code apply to matters not found in these articles of association.