Articles of Association


Article 1

A joint stock company was incorporated with the participation of the founding members whose names, last names, domiciles and nationalities are given hereunder through the conversion of S.S. Doğa Sigorta Kooperatifi registered with Istanbul Trade Registry with No. 861987 in accordance with Articles 180-193 of Turkish Commercial Code. This Joint Stock Company is a continuation of the cooperative, and the debts, obligations, rights and receivables of the partnership continue as before.

Founders

Article 2

The founders of the company are the real persons and legal entities who are signatories hereto and whose names and domiciles are given below.

Name - Last Name Adress Nationality Republic of Turkey ID No.
Nihat Kırmızı Şenlikköy Mah, Çiftlik Sk, No: 12 Bakırköy-İstanbul R.T. 12959987684
Nabi Kırmızı Cumhuriyet Mah, Atatürk Bulvarı C57 Apt No: 13AO D: 1 Beylikdüzü/İstanbul R.T. 13130981972
Mustafa Arif Küme Merkez Mah, Fatih Sk, Orçelik Sitesi Ap. No: 32 D: 15 Avcılar/İstanbul R.T. 53533309966
Doğamed Sağlık Hizmetleri Sanayi Ve Ticaret A.Ş. İncirtepe Mah, Doğan Araslı Cad, No: 4/1 Esenyurt/İstanbul 8860067181
Doğa Akademi Ort. Sağ.Güv. Bir. ve Danışmanlık A.Ş. Merkez Mah, Marmara Cad, Erenler 2 İş Merkezi No: 81 Avcılar/İstanbul 6190547537
Mesleğim Eğitim Kurumları A.Ş. Namık Kemal Mah, Ekin Cad, No: 13 Esenyurt/İstanbul 6190547537
Agroberk Gıda Ürünleri A.Ş. Karahıdır Mah, Küme Evler 1-2 Merkez/Kırklareli 0080810305

Company Trade Name

Article 3

The trade name of the corporation is DOGA Sigorta Anonim Şirketi. Its abbreviated title is Doga Sigorta. This title is referred to as the “Company” in the following provisions of the Articles of Association.

Purpose and Subject

Article 4

The main purpose of the company is to carry out all kinds of insurance transactions (excluding life branch) and other activities which are directly related to them in accordance with the Insurance Law No. 5684 dated 03.06.2007. The company may carry out any transaction and perform any financial and commercial activity to achieve this purpose.

The Company may conclude all kinds of Insurance, takaful, coinsurance, reinsurance, re-takaful and retrocession contracts which are not deemed illegal at home and abroad (except for life branch), and carry out all kinds of transactions relating to these areas.

The company may carry out reinsurance and retrocession transactions with insurance and reinsurance companies at home and abroad,

The company may organize by opening regional directorates and branches in Turkey, and open branches and agencies abroad by observing legal requirements.

The company may use of all kinds of technologies and rationalization measures; it may cooperate with domestic and foreign companies in this regard, employ foreign experts, join fairs, exhibitions, seminars and meetings, and carry out all kinds of educational, research, and project activities to carry out all kinds of insurance activities and other transactions directly related to them.

The company may participate in the capitals of existing or future domestic or foreign companies in commercial, financial and industrial sectors; it may purchase the shares of other companies without seeking the purpose of intermediating, or it may sell its existing shares in part or in full,

The Company may acquire, transfer or assign, lease or rent all kinds of movable and immovable property, it may conclude leasing contracts concerning them, it may establish servitude, usufruct, habitation rights, condominium ownership on the immovable property, and it may perform unification and parcellation transactions and dispositions before the Land Registry, it may perform the maintenance, management, agency of the immovable property,

In order to secure its debts and receivables or for other reasons, the Company may establish mortgages, conclude pledge contracts, receive sureties and other securities, release existing mortgages, pledges, sureties and securities,

It may take out loans from all kinds of financial institutions in order to support its financial structure to improve its business.

In order to make investments with its existing financial resources, the Company may purchase all kinds of securities, use them in portfolio investments, sell them in part or in full, form organizations to this end or join to existing ones, carry out or have carried out by others productivity research regarding the matter providing that it does not ever engage in brokerage and portfolio management businesses and that it observes the forms and amounts to be determined and accepted by the relevant administration,

The company may obtain all kinds of permits, or acquire, transfer or assign all kinds of brands, patents, trademarks and certificates, licenses, know-how, models, drawings, trademarks, technical assistance and other intellectual rights, counseling and agency services and similar industrial intellectual rights, or conclude license agreements on them,

The company may purchase, rent, dispose of or sell all kinds of motor and non-motorized vehicles,

Reserving the rights arising under special laws, the Company may perform activities in all economic subjects and for all purposes not prohibited by the law.

Headquarters and Branches

Article 5

The company headquarters is in Istanbul. Address: Büyükdere Caddesi, Spine Tower, No: 243, Maslak/Sarıyer. In case of a change of address, the new address will be duly registered with the Trade Registry and announced in the Turkish Trade Registry Gazette. It will be also be notified to the Ministry of Customs and Commerce. Notices delivered to the registered and announced address will be deemed to have been duly served to the Company. If the Company changes its registered and announced address and does not register the new one in due time, this situation will be deemed as one of the termination causes of the Company.

The Company may open branches, agencies, representative officesand liaison bureaus in Turkey and abroad providing that it observes the legislation in force.

Duration

Article 6

The Company is established for an indefinite period of time.

Share Capital and Shares

Article 7

The capital of the Company is 70,000,000.00 (Seventy million) Turkish Liras, divided into registered shares of 70,000,000each having a value of 1.00 (One) Turkish Lira. The entirety of these shares is registered. The capital of the Company is 70,000,000 Turkish Liras, divided into registered shares of 70,000,000 each having a value of 1.00 Turkish Lira.

Of this amount; 23,330,611 shares which correspond to TL 23,330,611.00 belong to Nihat Kırmızı with ID No. 12959987684; 23,330,611 shares which correspond to TL 23,330,611.00 belong to Nabi Kırmızı with ID No. 13130981972; 1,167 shares which correspond to TL 1,167.00 belong to Mustafa Arif Küme with ID No. 53533309966; 1,167 shares which correspond to TL 1,167.00 belong to Doğamed Sağlık Hizm. San. Ve Tic. A.Ş. with Tax ID No. 8860067181; 17,497,959 shares which correspond to TL 17,497,959.00 belong to Doğa Akademi Rot. Dan. A.Ş. with Tax ID No. 3020510091; 1,167 shares which correspond to TL 1,167.00 belong to Berk Danışmanlık ve San. A.Ş. with Tax ID No. 3020510091; 5,832,653 shares which correspond to TL 5,832,653.00 belong to Mesleğim Eğitim Kurumları A.Ş. with Tax ID No. 6190547537; 4,666 shares which correspond to TL 4,666.00 Agroberk Gıda Ürünleri A.Ş. with Tax ID No. 80810305.

The entirety of the shares is registered. Shares can be issued in the form of share certificate denominations of 1 TL (one Turkish Lira) and its folds. The entirety of the committed capital has been paid. The capital increase in the amount of TL 63,999,300 made this time has been paid from the profits from the previous year. The responsibility for the undertakings and obligations relating to all debts and receivables arising from the activities of the cooperative will continue with this Joint Stock Company as they were. The joint stock company established through conversion is the continuation of the former S.S. Doğa Sigorta Kooperatifi pursuant to Articles 180 to 193 of Turkish Commercial Code. In this regard, all assets and liabilities of S.S. Doğa Sigorta Kooperatifi, all of its properties, rights, duties and undertakings have been transferred to the new company without requiring any other transaction. Announcements regarding matter shall be made pursuant to the “Announcement” article hereunder.

Transfer of Shares

Article 8

Shareholders may transfer their shares in accordance with the provisions of these Articles of Association. Transfers not carried out according to these articles shall not be deemed valid. Share transfers carried out according to the provisions of this Article 8 shall become valid through the resolution of the board of directors.

8.1 Pre-emption Right

Reserving Article 491 of Turkish Commercial Code;

  1. In the event the shareholders wish to sell the shares they own, they must offer them to other shareholders first. Accordingly, the shareholders will have a pre-emption right with respect to the shares to be sold.
  1. Reserving the arrangements set forth in this article, if a shareholder wishes to sell some or all of the shares he/she possesses, the said shareholder (“Shareholder Selling his/her Shares”) is obligated to offer the shares he/she wishes to sell (“Offered Shares”) to other shareholders (“Shareholders Receiving the Offer”) by sending a written notification (“sale notification”) first.

Sale notification shall contain the number of shares offered, and the price of the shares only in cash. The Shareholders Receiving the Offer shall notify the Shareholder selling his/her shares in writing that they wish to buy the offered shares within 30 days from the delivery of the sale notification (“acceptance notification”) The Shareholder selling his/her shares and the Shareholder(s) sending the acceptance notification shall make maximum effort to ensure that the sale transactions are completed within 30 days.

In the event none of the Shareholders receiving the offer sends an acceptance notification within 30 days from the delivery of the sale notification, the Shareholder selling his/her shares may sell the offered shares to a third party within three (3) months providing that the new offer does not contain conditions more favorable than those in the initial offer.

In the event the sale to the third party cannot be completed within 90 days from the sale notification date, the said sale notification shall be deemed invalid, and the transfer transaction foreseen in this article shall have to be repeated.

The Shareholding selling his/her shares shall be entitled to withdraw its offer and to keep the offered shares at any time before the realization of this transfer.

8.2. Tag-Along Right

In the event a sale notification by shareholders is made to other shareholders as per this article, and if one, some or all of the shareholders receiving the offer wish to sell their shares to the third party specified in the sale notification under the terms and conditions stated in the sale notification, and notify this situation to the Shareholder selling his/her shares within 15 days (tag-along notification); the shareholder shall ensure the transfer of the shares of the shareholders who made the tag-along notification to the third party stated in the sale notification in proportion to their shares in the company.

Otherwise, the sale of the shares of the shareholder which made the sale notification to the third party will not be possible.

Right of First Refusal

Article 9

The shareholders exercise their right of first refusal with regards to the capital increase pursuant to Article 461 of the Turkish Commercial Code. The same rule applies to non-paid up shares. If there is any unused right of first refusal, the board of directors determines the persons to use them and the amount of shares.

Board of Directors and Its Term

Article 10

The Company shall be governed by a Board of Directors which shall be elected within the framework of the Turkish Commercial Code.

The Board of Directors consists of five members including the general manager. The General Manager is the natural member of the Board of Directors.

The members of Board of Directors may be elected for a maximum term of office of three (3). A member whose term of office expires may be re-elected. The General Assembly may change the members of the Board of Directors if it deems necessary.

10.1. The board of directors shall appoint a chairperson and vice-chairperson among its member for a period equivalent to its term pursuant to the relevant provisions of the Turkish Commercial Code and these Articles of Association.

The Chairperson shall be responsible for convening the Board of Directors and the execution and recording of the Board of Directors meetings pursuant to the relevant provisions of Turkish Commercial Code and these Articles of Association. The Vice-chairperson shall replace the chairperson in his/her absence or when he/she is excused in performing his/her duties.

10.2. Board of Directors Meetings

10.2.1. Frequency of the Meetings

The Board of Directors shall convene once a month pursuant to the relevant provisions of the Turkish Commercial Code.

10.2.2.  Invitation and Agenda

Without prejudice to the mandatory provisions of Turkish Commercial Code,

  1. And subject to paragraph (b) below, invitation for Board of Directors meetings shall be made by the chairperson, or by the vice-chairperson in his/her absence (if the chairperson has resigned, absent, or is excused). This invitation must include the time and place of the meeting, and the agenda which includes the subjects to be discussed stated in reasonable detail.
  1. Each member of the Board of Directors is entitled to request the addition of new items to the agenda of the Board of Directors meeting from the Chairperson or Vice-chairperson.

Provided that all members of the Board of Directors are present, the Board of Directors may agree on discussing and make a decision concerning an item not included in the agenda.

  1. If none of the members requests a meeting, the decisions of the board of directors may be made by obtaining the written approval of the majority of the total members regarding a written proposal made by a member concerning a matter in the form of a decision. That the same proposal is made to all members of the board is a condition for the validity of such decisions. It is not mandatory that approvals are put on the same paper; however, that the papers bearing the approval signatures are attached to the resolution book, or that they are transferred to the resolution book by turning them to resolutions which include the approval signatures is required for their validity.

Representation and Binding

Article 11

The Board of Directors is authorized to represent the company with two signatures. The Board of Directors is authorized to arrange this rule in the opposite direction.

The Board of Directors is authorized to resolve upon any matter which does not require a General Assembly resolution. In order for all documents to be issued and agreements to be made by the Company, they must bear the signatures of the person(s) who is/are authorized to represent the company affixed under the company seal.

With an internal directive to be issued under Article 367 of Turkish Commercial Code, the Board of Directors may fully or partially transfer the authority to represent, bind and manage the company to one or more members of the Board of Directors or to a third person.

General Manager and Deputies

Article 12

The Board of Directors appoints a General Manager to govern the Company, and may employ Deputies and other personnel required by the operations of the Company. The General Manager is the natural member of the Board of Directors. The General Manager governs the company in accordance with the Laws, the Articles of Association, other legislations, and the decisions of the General Assembly and the Board of Directors. The General Manager appoints a member of the personnel who is an authorized signatory and who is with one of the highest positions to represent the company with the same authority and responsibility in his absence.

Compensation for the Board of Directors and its Members

Article 13

The chairperson and members of the Board of Directors shall be paid a fixed monthly fee or an attendance fee which will be determined by the General Assembly.

General Assembly Meetings and Internal Directive

Article 14

General Assemblies and its meetings shall be held according to the Internal Directive which is an integral part of this agreement.

Presence Of Ministry Representative At The Meetings

Article 15

It is necessary that the Ministry of Customs and Trade commissioner attend to both the ordinary and extraordinary General Assembly meetings and he/she sign the minutes of the meetings along with the relevant persons pursuant to Article 407 of Turkish Commercial Code, and the “Regulation on Working Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade Who Will Attend Such Meetings”. The resolutions made in the General Assembly meetings in the absence of the commissioner and the minutes which do not bear his/her signature shall not be effective.

Announcement

Article 16

Announcements concerning the Company shall be made online and pursuant to the provisions of the Turkish Commercial Code, the insurance legislation and related legislations.

Accounting Period

Article 17

The accounting year of the Company shall begin on first day of January and shall end on last day of December. The first accounting year shall begin on the date the Company becomes a legal entity by registering with the Trade Registry, and ends on the last day of December.

Audit

Article 18

The relevant provisions of the Turkish Commercial Code and the Insurance Law shall be applicable regarding the audit of the Company.

Determination and Distribution of the Profit

Article 19

The net profit for the year is the amount left after deduction of all expenses incurred. Of the net profit for the year, 5% statutory reserve fund shall be set aside; 10% of the remaining amount shall be distributed to the shareholders as dividend. The dividend shall be calculated in proportion to the payments the shareholder made to the capital stock.

The rest of the net profit for the year shall be distributed according to the method to be determined by the General Assembly.

Reserves

Article 20

Articles 519 - 523 of Turkish Commercial Code shall be applicable with regards to the legal reserves set aside by the Company.

Legal Provisions

Article 21

The provisions of Turkish Commercial Code shall be applied to matters which are not addressed herein.

PROVISIONAL ARTICLES

First Members of the Board of Directors

Provisional Article 1

The persons whose names, last names and Republic of Turkey ID No.s are stated below have been elected to the Board of Directors for a period of three years from the establishment of the Company.

Position Person Republic of Turkey ID No.
Chairperson of the Board of Directors Nihat Kırmızı 12959987684
Deputy Chairperson of the Board of Directors Nabi Kırmızı 13130981972
Member of the Board of Directors Mustafa Arif Küme 53533309966
Member of the Board of Directors Şenol Yılmaz 44665389230

Board of Directors Fee

Provisional Article 2

The chairperson and members of the Board of Directors shall be paid a fixed monthly fee or an attendance fee which will be determined by the General Assembly.

FOUNDING PARTNERS

Name - Last Name Republic of Turkey ID No. Signature
Nihat KIRMIZI 12959987684
Nabi KIRMIZI 13130981972
Mustafa Arif KÜME 53533309966
Doğamed Sağlık Hizmetleri Sanayi ve Ticaret A.Ş. 8860067181
Doğa Akademi Ort. Sağ.Güv. Bir. ve Danışmanlık A.Ş. 3880233407
Mesleğim Eğitim Kurumları A.Ş. 6190547537
Agroberk Gıda Ürünleri A.Ş. 0080810305
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