KARSAN OTOMOTİV SANAYİİ VE TİCARET A.Ş.

ARTICLES OF ASSOCIATION AND AMENDMENTS

BURSA TRADE REGISTRY OFFICEREGISTRY NO: 13366/22498

ESTABLISHMENT GAZETTE: DATED 1.9.1966 NUMBERED 2845

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ESTABLISHMENT
Article 1Incorporation has been established according to provisions of Turkish Commercial Code related tosudden establishment of incorporations between the founders whose names and residence
addresses are written at the end of this articles of association.
Turkish Trade Registry Gazette 09.05.1980 Date and 394 number.
Correction:
COMPANY NAME
Article 2Company Name: KARSAN Otomotiv Sanayii ve Ticaret Anonim Şirketi
Turkish Trade Registry Gazette 22.07.2013 Date and 8368 number.
Correction:
PURPOSE AND SUBJECT
Article 3A.
The company implements manufacturing, assembly, maintenance and repair, domestic
trade, import and export of vehicles and their all primary and spare parts.
B.
Provided that making necessary explanations which will be looked for Capital Markets Board
within the scope of special events in order for notifying the investors and complying with Turkish
Commercial Code, Capital Markets Board and other related legislation, primary activity andprocedures of Company to carry out its purposes within the area of activity are as follows:1.
Company can implement all kinds of financial, commercial and industrial activities which are
not forbidden by the legislation and also company is entitled to enter the partnerships which areestablished for this purpose and carry out commercial, financial agreements with them.
In addition to that:
2.
Company can provide industrial service due to the works within its area of activity, andestablish and operate stores in abroad and domestically, and establish agencies in abroad,3.
Provided that provisions of capital market legislation regarding hidden income transfer andnot being in the characteristic of investment services and activities, company can establish and/or
take over the existing companies, participate to organizations which have been established according
to private law and public law, establish partnerships with real person and legal entities, sell andtransfer them.
4.
Provided that not being in the capacity of investment services and activities, company canacquire, rent and rent out, sell, own or possess all kinds of movable and immovable commodities,
5.
Company can establish real rights including but not limited to lien, commercial pledge andmortgage over movable and immovable commodities, annotate and register these rights to land
register and related registries, remove liens and mortgages which were established on behalf ofcompany and waive from all kinds of guarantees taken on behalf of company, show its movable and2immovable commodities as guarantee on behalf of 3rd parties or for its debts including but notlimited to mortgage, lien and commercial pledge regardless of the name underwhich.
Company complies with the principles which are determined within the frame of Capital Market
legislation about establishing pledge including mortgage, providing guarantee, warrant, surety on
behalf of third parties and on its behalf.
6.
Save for the provisions of capital market legislation related to hidden income transfer,company can participate to institution and organizations which produce, distribute, market
electricity, and implement shareholdings, provided that they are not in the capacity of investment
service and activities, and take their share registers and dispose of them when necessary,
7.
Provided that they do not establish an illegality to Capital Market Board’s regulations,necessary special status explanations are made, notification of grants made during the year areprovided to general assembly and general assembly determines the upper limit of grants, company
can provide help and grants to foundations, associations, universities and similar organizations within
the scope of principles determined by Capital Market Board in a way not to hinder its purpose andsubject.
8.
Provided that they comply with capital market legislation and related legislation andnecessary special status explanations are made, within the limits provided by limits and methods oflegislation, company can obtain and dispose its own shares when necessary.
9.
Provided that principles determined by Capital Market Board are followed, company can takea short-term, medium-term and long-term loan or credit (debt) from banks and other financing
organization and issue, accept and endorse all kinds of notes from other real person and legal
entities, provided that related legislation provisions are followed.
C.
The right of revocation against company representatives due to procedures against the law
and/or articles of association are reserved. Company is not bound to procedures that are drawn up
with people who do not have good intentions and are aware of the transaction being out of thesubject of company.
D.
If a change is made on purpose and subject of company, necessary permits must be takenfrom Capital Market Board and Ministry of Customs and Trade.
Turkish Trade Registry Gazette 23.07.2014 Date and 8618 number.
Correction:
COMPANY HEAQUARTERS AND BRANCHES
Article 4Company’s registered address is in Bursa. Its address is Hasanağa Organize Sanayi Bölgesi, Sanayi
Caddesi Nilüfer/Bursa. If address is changed, new address is registered in trade registry office andannounced in Turkish Trade Registry Office and also notified to Ministry of Customs and Trade andCapital Market Board. The notification made to registered and announced address is deemed as
made to the company. If the company leaves its registered and announced address but does notregister the new address within the period, this will be deemed as a reason for termination for thecompany.
Company can open branch offices in abroad and domestic provided that it notifies Ministry of
Customs and Trade and Capital Market Board.
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Turkish Trade Registry Gazette 22.07.2013 Date and 8368 number.
Correction:
TERM
Article 5The company is established without time limit beginning from final establishment date of company.
Turkish Trade Registry Gazette 27.07.2021 Date and 10374 number.
Correction:
REGISTERED CAPITAL
Article 6Company has accepted registered capital system according to provisions of Capital Market Board Law
and transferred to this system with the permit of Capital Market Board with the date 01/02/2001
and number 5 / 113.
Company’s registered capital is 1.500.000.000.-(Onebillion five hundredmillion) TL and separated
into 150.000.000.000 (onehundredfiftybillion) pieces of share payable to holder entirely withnominal value of 1 (One) Kuruş each.
Registered capital upper limit provided by Capital Market Board is valid for the years 2021-2025 (5years). Even though upper limit for permitted registered capital is not reached at the end of 2025,
Board of Directors is obliged to get an authorization for a new period from general assembly for
maximum five years by obtaining a permit from Capital Market Board for a new upper limit orpreviously given upper limit amount to decide on capital increase.
If the aforementioned authorization is not taken, company cannot implement capital increase by
Board Decision.
Company’s issued capital is 900.000.000.-TL and paid entirely. Issued capital is allocated into
90.000.000.000 (Ninetybillion) shares consisting of 6.558.338.851,20 pieces of A Group shares and83.441.661.148,80 pieces of B Group shares payable to holder with 1 (One) Kr. Nominal value each.
Company’s capital can be increased or decreased within the frame of Turkish Commercial Code andCapital Market Legislation when necessary.
Board of Directors is authorized to increase the capital by issuing bearer stock up to registered capital
limit when it deems necessary, according to provisions of Capital Market Law between the years
2021 - 2025. When Board of Directors decides on issuing new stocks,-

It can issue privileged share.

-

It can issue stocks over or under the nominal value.

-

It can limit the new right acquirement rights of existing shareholders.

Authorization to limit acquiring new share in a way that causes inequality among the shareholders.
Shares representing the capital are monitored within the frame of principles of dematerialization.
Turkish Trade Registry Gazette 22.07.2013 Date and 8368 number.
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Correction:
DEBT INSTRUMENT ISSUANCE
Article 7 Company can issue bill, commercial paper and other capital market instruments with the capacity ofdebt instrument domestic and in abroad within the frame of Turkish Commercial Code, CapitalMarket Law and related legislation with Board Decision.
The authority of issuance of capital market instrument with the capacity of debt instrument istransferred to board of directors indefinitely.
Turkish Trade Registry Gazette 23.07.2014 Date and 8618 number.
Correction:
BOARD OF DIRECTORS
Article 8The business and management of the Company is carried out by a Board of Directors consisting ofseven or nine members to be elected by the general assembly in accordance with the provisions of
the Turkish Commercial Code and Capital Market Legislation.
If Board of Directors consists of:Seven members, five members are selected by General Assembly from amongst thecandidates indicated by Group A shareholders,Nine members, six members are selected by General Assembly from amongst the candidates
indicated by Group A shareholders,
One of the candidates indicated by Group Ashareholders is determined by complying with principles
related to independence in the meaning that was defined in Corporate Management Principles which
was published by Capital Market Board.
Number and characteristics, selection, terms, work principles, assigned positions of independent
members and similar subjects are determined according to Turkish Commercial Code, Capital Market
Law, Capital Market Board’s regulations on corporate management and other related legislation
provisions.
It is not obligatory for Board Members to have shares.
Legal entities can be selected as Board Member. In this case, principles included in related provisionsof Turkish Commercial Code are applied.
Turkish Trade Registry Gazette 20.07.2012 Date and 8116 number.
Correction:
BOARD OF DIRECTORS’ TERM
Article 9-5

Terms of Board Members for their assigned positions are maximum three years. It is suitable toselect member again for the next term. Board of Directors can always change its members if requiredby general Assembly.
If board membership seat is free or independent board member loses their capacity of being an
independent member, Board of Directors temporarily elects a person who meets the legal
requirements and submits it to the approval of the first General Assembly to be convened, and themember thus selected continues to serve until the General Assembly meeting according toregulations of Capital Market Board and Turkish Commercial Code. In the event that a membershipselected among the candidates nominated by Group A shareholders becomes vacant, a temporary
member will be elected among the candidates nominated by Group A shareholders.
Turkish Trade Registry Gazette 23.07.2014 Date and 8618 number.
Correction:
BOARD OF DIRECTORS MEETINGS
Article 10Board of Directors convenes when it requires. Meetings are held in the registered address ofcompany. However, Board Meetings can also be held in another location with Board Decision.
The ones having the right to participate company’s board meeting can participate through electronic
media according to Article 1527 of Turkish Commercial Code. Company can set up an Electronic
Meeting System to facilitate the right holders to participate an vote in these meetings throughelectronic media and purchase a service from the systems formed for this purpose according toCommunique on Meetings to be Held in Electronic Media Except Incorporation General Assemblies in
Mercantile Companies. In the meetings it is provided to right holders to use their rights stated in therelated legislation over an established system or a system for which support service will be taken
within the frame stated in Notification provisions according to this provision of articles of association.
Every member has one right of vote in the meetings. Vote of right is used personally. All kinds oftechnological method as remote access can be used to participate to Board Meetings. Unless one of
the members requests a meeting, a decision can also be taken by written notifications of othermembers against a recommendation done by a member.
If Board of Directors consists of seven members, it can take decisions by the majority of at least 4(four) members and if it consists of nine members, it can take decisions by the majority of at least 5(five) members. If the votes are equal, the subject is left to next meeting. And in this meeting therecommendation that has equal votes is deemed as rejected. Votes are used as accept or reject inBoard of Directors.
Turkish Trade Registry Gazette 22.07.2013 Date and 8368 number.
Correction:
REPRESENTATION OF COMPANY
Article 11Management and representation of company to the outside belongs to Board of Directors. For all
documents which will be given by company and all contracts which will be drawn up by company to6

be valid, they must have the signature of person or people who is/are authorized to represent thecompany under company’s official name.
Board of directors can transfer its authority of representation to one or more managing members or
third parties as managers. Provisions of Articles 370-373 of Turkish Commercial Code and CapitalMarket legislation are reserved.
Turkish Trade Registry Gazette 27.07.2021 Date and 10374 number.
Correction:
DUTIES OF BOARD MEMBERS
Article 12Board of Directors selects one board chairman and at least one vice chairman from amongst its
members each year. Also at least one managing member can be selected from amongst board
members for representation and management of company.
Board of Directors can transfer its entire or some part of management authority other than the ones
which cannot be transferred legally to one or more one managing member and/or Shareholder,manager/managers who are authorized but not obliged to be the part of senior management orBoard Member according to an internal directive that it will set.
Board of Directors is liable to establish committees which must be founded within the scope of
Turkish Commercial Code and Capital Market legislation. In order to ensure the healthy fulfillment of
its duties and responsibilities, Auditing Committee, the Corporate Management Committee and a
sufficient number of other committees are formed, taking into account the needs of the Company.
Board of directors can determine the committees’ duties and work areas at any time and makechanges to its members as it deems suitable. Board of Directors can prepare committee
directive/directives to form committee and/or commissions which can include board members andto determine duty and authorities and working principles of committees/commissions and put adecision into its directive about the subjects regarding committees.
Committees are formed within the scope of regulations or Capital Markets Board regarding
Corporate Management and Turkish Commercial Code. The regulations of the Capital Markets Board
regarding corporate management are applied in the transactions deemed important in terms of theimplementation of the Corporate Governance Principles, and in all kinds of related party transactionsof the company and in the transactions related to giving guarantees, pledges and mortgages in favorof third parties.
Turkish Trade Registry Gazette 20.07.2012 Date and 8116 number.
Correction:
BOARD OF DIRECTORS’ FEE
Article 13General assembly determines the fees to be given to Board Members.
In the fees of independent board members, payment plans based on the company’s performance are
not used.
Turkish Trade Registry Gazette 22.07.2013 Date and 8368 number.
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Correction:
AUDITORS
Article 14The related provisions of Turkish Commercial Code and Capital Market Legislation are applied about
the auditing of company and other matters stated in legislation.
Turkish Trade Registry Gazette 22.07.2013 Date and 8368 number.
Correction:
DUTIES OF AUDITORS
Article 15Auditor/s is/are liable to perform the duties stated in Turkish Commercial Code and Capital Market
legislation.
Turkish Trade Registry Gazette 22.07.2013 Date and 8368 number.
Correction:
GENERAL ASSEMBLY
Article 16Company’s General Assembly is convened as ordinary and extraordinary and decides according toprovisions of Turkish Commercial Code and capital market legislation.
Ordinary general assembly gathers at least once in a year and within the first three months from theend of company’s fiscal period. In these meetings, subjects required according to capital market
legislation and subjects in the agenda which was prepared by board of directors as stated in Article
409 of Turkish Commercial Code are discussed and concluded.
Extraordinary general assembly convenes when the company works require or due to reasons statedin Articles 410 - 412 of Turkish Commercial Code and decides on necessary subjects.
Even though its term has ended, board of directors can invite general assembly for a meeting.
Working rules and principles of general assembly are determined by Internal Directive which wasapproved by general assembly and registered and announced.
Turkish Trade Registry Gazette 27.07.2021 Date and 10374 number.
Correction:
MEETING PLACE
Article 17General assembly gathers in a suitable location of the city in which the management center is locatedor in registered address of company. Also, general assembly meeting can be held in Istanbul, Ankara
or Izmir if it is approved by Board of Directors according to invitation method of meeting. Thissituation is determined in the announcements.
Participation to general assembly meeting in electronic media:
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The ones having the right to participate company’s board meeting can participate to these meetings
through electronic media according to Article 1527 of Turkish Commercial Code. Company canestablish a general assembly system which will enable the beneficiaries to participate general
assembly meetings in electronic environment, to give their opinions, to give recommendations andto vote according to Regulation on General Assemblies Held by Incorporations in Electronic
Environment and can also purchase services from the systems which are established for this purpose.
In all general assembly meetings, it is enabled that the beneficiaries and their representatives to use
their rights stated in the aforementioned Regulation over the established system.
Provisions regarding participation to general assembly meeting through electronic media are also
applied to participation for Debt Instrument Owners Board which will convene for the purpose of
deciding on the subject and terms stated in Capital Market Legislation and in registration statement
about debt instruments which are prepared within the scope of Capital Market Legislation.
Turkish Trade Registry Gazette 22.07.2013 Date and 8368 number.
Correction:
THE REQUIREMENT OF MINISTRY REPRESENTATIVE IN MEETING
Article 18Representative of Ministry of Customs and Trade must be present in ordinary and extraordinary
general assembly meetings. Decisions which will be taken in general assembly meetings in theabsence of ministry representative are invalid.
Turkish Trade Registry Gazette 20.07.2012 Date and 8116 number.
Correction:
QUORUM
Article 19For the General Assembly meeting and decision quorums, the quorums stipulated in the CapitalMarkets Legislation and Turkish Commercial Code in force on the date of the meetings are applied.
Turkish Trade Registry Gazette 22.07.2013 Date and 8368 number.
Correction:
RIGHT TO VOTE
Article 20One Kuruş nominal value gives one right to vote to shareholder in general assembly. Shareholders ingeneral Assembly meetings vote in proportion to total nominal value of their shares according to
Article 434 of Turkish Commercial Code.
Turkish Trade Registry Gazette 22.07.2013 Date and 8368 number.
Correction:
ASSIGNMENT OF REPRESENTATIVE
Article 21-

9In general Assembly meetings, shareholders can have themselves represented through a proxywhom they will assign from outside or from amongst other shareholders. Proxies who areshareholders in the company are authorized to cast the votes of the shareholders they represent,
other than their own votes.
Provisions of capital market legislation and related regulations of capital market board are applied
about casting the vote via proxy.
Turkish Trade Registry Gazette 20.07. 2012 Date and 8116 number.
Correction:
ANNOUNCEMENT
Article 22Announcements about the company are made in company’s website, provided that related
regulations of Capital Market Board and Capital Market Law and Turkish Commercial Code arereserved.
Invitations to general assembly meetings must be made at least three weeks before the meeting
time, except the announcement and meeting days. In the announcement, all matters stipulated by
the Capital Markets Board to be mandatory in the announcements in the Corporate Management
Principles are included. Related regulations of Capital Market Board are applied about theannouncements.
Turkish Trade Registry Gazette 22.07.2013 Date and 8368 number. Correction:
VOTING METHOD
Article 23Votes are used according to general assembly internal directive which is formed pursuant to Turkish
Commercial Code in general assembly meetings. Provisions of legislation related to general Assembly
meetings held in electronic environment are reserved.
Provisions of Turkish Commercial Code, Capital Market Board and related other legislation is applied
about voting in General Assembly meetings.
Turkish Trade Registry Gazette 22.07.2013 Date and 8368 number.
Correction:
AMENDMENTS OF ARTICLES OF ASSOCIATION
Article 24The amendment of the Articles of Association is decided in the general assembly to be invited inaccordance with the relevant legislation and the provisions of this Articles of Association, after
obtaining preliminary permission from the Capital Markets Board and the Ministry of Customs andTrade, within the framework of the Law, the legislation of the board and the provisions specified in
the Articles of Association. Modifications in articles of association are announced after they are duly
approved and registered to Trade registry. Modification decision does not take effect before registry
against third parties.

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If modification of articles of association breaches the rights of shareholders, general assembly
decision must be approved by privileged shareholder board.
Turkish Trade Registry Gazette 22.07.2013 Date and 8368 number.
Correction:
FINANCIAL TABLE AND STATEMENTS
Article 25Financial table and reports which are stipulated for being regulated by Capital Market Board andindependent auditing report are prepared within the scope of rules and principles determined by
Capital Market Board and related provisions of Turkish Commercial Code and announced to public.
Turkish Trade Registry Gazette 22.07.2013 Date and 8368 number.
Correction:
ACTIVTY YEAR
Article 26Activity year of company begins on the first day of January and ends on the last day of December.
Turkish Trade Registry Gazette 22.07.2013 Date and 8368 number.
Correction:
DISTRIBUTION OF PROFIT
Article 27After the amounts required to be paid or allocated by company such as company’s general expenses
and miscellaneous amortization and taxes required to be paid by company’s legal entity are
deducted, period income that remains and seen in annual balance sheet is distributed as follows,
after previous years’ loss are deducted, if any:
General Legal Contingency Reserves:a) 5% is allocated to contingency reserve.
First Dividend:b)First dividend is allocated according to Turkish Commercial Code and Capital Market
Legislation over the amount which will be formed with the addition of grant that has been madeduring the year, if any.
c)After the deductions above are applied, general assembly is entitled to decide on distributing
the dividend to board members, officials, employee and workers, foundations which have beenfounded with various purposes and person and organizations with similar characteristics.
Second Dividend:ç)General Assembly is authorized to allocate the amount remaining after the amounts stated inclauses (a), (b) and (c) are deducted as dividend share or as contingency reserve which it allocated on
its own will according to Article 521 of Turkish Commercial Code.

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General Legal Contingency Reserves:d)
One tenth of the amount found after deducting 5% of the dividend from the portion that has
been decided to be distributed to the shareholders and other persons participating in the profit isadded to the general legal reserve pursuant to the second paragraph of Article 519 of the TCC.
It cannot be decided on distribution of dividend to board members, officials, employees and workers,
foundations founded with various purposes and similar person and/or organizations in distribution ofdividend and transferring the profit to next year, allocating another contingency reserve unlesscontingency reserves required to be allocated according to law, dividend stipulated for shareholder
in articles of association is distributed in cash and/or as stock.
Dividend is allocated equally to entire existing shares as of the date of distribution without
considering the issuance and acquisition dates of shares.
The distribution method and time of the profit that is decided to be distributed is decided by thegeneral assembly upon the proposal of the board of directors.
Dividend distribution decision taken by general assembly cannot be revoked according to provisionsof this articles of association.
Company can distribute dividend advance to its partners within the frame of Capital Market Law andrelated regulations provided that it is limited to related year. Authority to distribute dividend by
Board of Directors which is provided by general assembly is limited with the year that the
aforementioned authorization is granted. It cannot be decided to give an additional advance dividend
and to distribute dividends without fully deducting the dividend advances of the previous year.
Turkish Trade Registry Gazette 22.07.2013 Date and 8368 number.
Correction:
PROFIT DISTRIBUTION DATE
Article 28The date and manner of distribution of the profit decided to be distributed to the shareholders is
decided by the General Assembly upon the proposal of the Board of Directors according to thecapital market legislation.
Profits distributed according to provisions of articles of association cannot be reclaimed.
Turkish Trade Registry Gazette 22.07.2013 Date and 8368 number.
Correction:
GENERAL LEGAL CONTINGENCY RESERVES
Article 29General legal contingency reserves allocated by company are applied according to Article 519 of
Turkish Commercial Code about the contingency reserve and use of contingency reserve.
Turkish Trade Registry Gazette 14.04.2000 Date and 5024 number.
Correction:
Contract To Be Submitted to Ministry12Article 30Company will print this articles of association and give to shareholders and submit one copy to
Capital Market Board and ten copies to Ministry of Trade.
Turkish Trade Registry Gazette 20.07.2012 Date and 8116 number.
Correction:
LEGAL PROVISIONS
Article 31
Provisions of Turkish Commercial Code, Capital Market Board and related other legislation is applied
about the subjects not included in the articles of association.
CORPORATE MANAGEMENT PRINCIPLESARTICLE 31/ACompany and its bodies comply with Corporate Management Principles which are required by
Capital Market Board. Transactions and board decisions that are implemented without conforming to
obligatory principles are invalid and deemed as noncompliant. If noncompulsory principles are not
performed, this situation is disclosed to public with Corporate Management Principles Conformity
Report with its justification.
MINORITY RIGHTSARTICLE 31/BIt is sufficient to represent five percent of the capital in order to exercise the minority rights
stipulated in the legislation and this agreement.
Turkish Trade Registry Gazette 22.07.2013 Date and 8368 number.
Correction:
Article 32It is possible for the members of the Board of Directors to carry out commercial activities within thescope of the company, to be the unrestricted partners of the companies related to this subject, tohave a commercial relationship with the company, provided that the provisions of the Turkish
Commercial Code and Capital Markets legislation are acted upon.
Article 33Name, surname, residence addresses of founders of Bursa Oto Mntaj ve Karoseri Sanayii Anonim
Sirketi are listed below:
1-

M. Kemal Coşkunöz

2-

Hasan Demirciler

3-

Hüseyin Hiçdurmaz

4-

Mithat Yıldırım

5-Rüştü Ayma
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6-

M. Merih Kaynakçıoğlu

7-

N. Yılmaz Turşucular8-İsmail Bür

9-

Kemal Avar

10-

Adem Gözükara

I hereby approve that the signatures under articles of association of Bursa Oto Montaj ve Karasör
Sanayii Anonim Şirketi which has five million two hundred fifty thousand lira capital and five
thousand two hundred fifty shares belong to entrepreneur founders M. Kemal Coşkunöz, Hasan
Demirciler, Hüseyin Hiçdurmaz, Mithat Yıldırım, Rüştü Ayma, M. Merih Kaynakçıoğlu, N. Yılmaz
Turşucular, İsmail Bür, Kemal Avar and Adem Gözükara who sign as personally on their names and as
acting in the name of two hundred sixty nine people whose address and identifications are written in
the attached list according to certificates existing special file in my office And from the review ofletter of application currently available in the special file that 269 people written in the attached list
are above the age of 18 and are the real person and corporate body who have commercial andpartnership capacity.

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