Our Company’s shares are divided into two groups: Group A and Group B.
Group A shareholders are granted certain privileges with respect to the election of the members of the Board of Directors. Accordingly, provided that Blue International Holding B.V., its shareholders and/or its subsidiaries and affiliates hold at least 20% of the Company’s capital or voting rights (total of Group A and Group B shares), half of the members of the Company’s Board of Directors will be elected among the candidates nominated by Group A shareholders. The members of the Board of Directors to be elected among the candidates nominated by the aforementioned Group A shareholders shall be members other than the independent members specified in the CMB’s Corporate Governance Principles.
The Company’s Articles of Association do not include any privileges granted to shareholders regarding the exercise of voting rights. Each share is entitled to one vote.
However, provided that the quorums stipulated in the Capital Markets Law and the Turkish Commercial Code are maintained and provided that …, its shareholders and/or its subsidiaries and affiliates hold at least 20% of the Company’s capital or voting rights (the sum of Group A and Group B shares), the affirmative vote of all Group A shareholders is also required for the General Assembly of the Company to take decisions on the following matters and amendments to the Articles of Association within the scope of these matters:
Changing the Company’s line of business, entering into new lines of business or abandoning existing lines of business.
Capital increase, liquidation, dissolution, termination, dissolution, capital decrease, change of type of the Company, except for capital increases to be made according to the registered capital system.
Application for bankruptcy, concordat, financial restructuring, postponement of bankruptcy.
Transfer of all or part of the company’s commercial enterprise.
Changing the privilege of Group A shareholders to appoint board members or the structure of the Company’s board of directors.
Changing the meeting and decision quorums of the Company’s board of directors and committees.
Approval of the annual report, profit and loss statements and balance sheet and release of the members of the board of directors
The details of the shares or partnership interests that our Company has acquired directly or indirectly in order to participate in the management of other companies and the determination of partnership policies are given below.