Joint Stock Company Capital Increase Procedures

Important Note:

The board of directors determines the principles for the use of the right to purchase new shares with a decision and gives shareholders at least fifteen days in this decision. Before the registration of the capital increase, this decision of the board of directors regarding the determination of the principles for the use of the right to purchase new shares must be registered and announced. (This issue is not required if the decision is taken unanimously and with the participation of all partners in the general assembly where the capital increase is discussed.)

1-) MERSIS Application

2-) Petition

Must be signed by the authorized person with the company stamp, if signed by proxy, the original or certified copy of the power of attorney must be attached, and must include the attached document statement.

3-) Notarized meeting minutes from the general assembly resolution book regarding the capital increase in the principal capital system, and notarized copy of the board of directors resolution in the registered capital system (2 copies)

4-) Ministry representative appointment letter

5-) Attendance List

6-) Amendment text as accepted by the general assembly indicating that all shares constituting the increased capital are committed (1 copy)

7-) This permission or opinion letter for companies subject to the permission or favorable opinion of the Ministry or other official institutions for the amendment of the company contract

8-) Capital declaration prepared by the board of directors according to the type of capital increase (as per Article 457 of the TCC)

9-) If the capital increase is made only from internal resources or through capital commitment or from internal resources together with capital commitment, it should be stated that the entire capital has been paid, whether it has remained unpaid and the company's equity (the report should include the statement that the capital is protected within the equity according to the latest balance sheet in accordance with Article 376 of the TCC (The equity determination should be written numerically in the report and the calculation table should be included) a certified public accountant report or an independent accountant financial advisor report and activity certificate regarding the fact that the amount covered from internal resources actually exists within the company or, in companies subject to audit, the auditor's report regarding these determinations (If the capital increase is covered from the partners' receivables, it should be clearly stated in the Financial Advisor's report that the amount in the partners' receivables account originates from CASH DEBT. If the joint receivables do not arise from cash borrowing, an Expert Report and an Expert Appointment Letter must be submitted)

10-) In case the capital increase is made only from internal resources, a sworn financial advisor or freelance accountant financial advisor report indicating that the company capital is protected within the equity and that the amount increased from internal resources actually exists within the company, or in companies subject to audit, the auditor's report regarding these findings and the financial advisor activity certificate

11-) The expert report prepared by the court-appointed expert regarding the valuation of the businesses and non-corporate assets to be taken over during the capital increase with the capital in kind contributed, and the original or certified copies of the court's expert appointment letter

IF CAPITAL IN KIND IS ADDED

12-) A letter to be obtained from the relevant registry indicating that there is no limitation on the capital in kind contributed

13-) The registered address of the real estate, intellectual property rights and other values ​​contributed as capital in kind document indicating that annotation has been made to the registers

14-) In case of limitation or removal of preemptive rights, the reasons for this; the reasons for issuing new shares with or without premium, and how the premium is calculated, the board of directors report (2 copies)

15-) Four ten-thousandths of the capital must be deposited into the cashier's office of the Competition Authority.

16-) A bank letter indicating that the minimum amount of the share prices specified in the law or the articles of association has been paid; indicating the names, surnames / titles of the company partners who deposited money into the opened bank account, the amounts deposited by each partner and the total amount deposited

- In case all or part of the company capital is committed in cash, at least ¼ of the nominal value of the shares committed in cash must be paid before registration, and the remaining part must be paid within twenty-four months following the company's registration.

17-) If the shares representing the capital in the new form of the capital article of the articles of association are not included in the amendment text, a participation commitment letter prepared in accordance with Article 459 of the TCC and signed by the commitment holder, must be filled out for all partners participating in the cash capital increase, if the sample participation commitment letter in the Annex is used, and must be signed by all partners.

18-) If the decision of the general assembly to amend the company's articles of association, authorize the board of directors to increase the capital, and the decision of the board of directors to increase the capital violate the rights of privileged shareholders, a notary-certified copy of the decision to be taken by the special assembly of privileged shareholders, a list of the signatures of those who voted negatively on the general assembly decision, at least in the number that constitutes the quorum, and a common notification address

19-) Unless the cash values ​​of the shares are fully paid, the capitalNo increase can be made through commitment. If the increase cannot be registered within three months from the date of the general assembly or board of directors decision, the general assembly or board of directors decision and the permission, if obtained, shall become invalid. TTK 456/3

In order to increase the capital through capital commitment in joint stock companies that have funds permitted by law to be added to the capital in their balance sheets and are not open to the public or have not applied to the Capital Markets Board to open to the public; the funds in the amount of the capital increase to be made through capital commitment must be simultaneously converted into capital. The increase in capital through a capital commitment in an amount higher than the amount of the funds before the funds are converted into capital or simultaneously while the funds are being converted into capital is subject to the condition that all shareholders are represented in the general assembly meeting to be held for this purpose and that the decision regarding the capital increase is taken unanimously.