Summary Info
Notification regarding retirement right related to the merger under our Company through acquisition of Anadolu Cam, Denizli Cam, Paşabahçe Cam, Soda Sanayii and Trakya Cam.
Update Notification Flag
Yes
Correction Notification Flag
No
Postponed Notification Flag
No
Related Companies
ANACM, DENCM, TRKCM, SODA
Significant Transaction Leading To Retirement Right
Merger
Board Decision Date Regarding Significant Transaction
27.04.2020
Votes Of The Independent Board Members
Unanimity
Exercise Price Of The Retirement Right Info
Share Group Info
Exercise Price Of The Retirement Right
SISE, TRASISEW91Q3
5,27
Currency Unit
TRY
Additional Explanations

As per the resolution of the Board of Directors of our Company dated 27.04.2020 and numbered 34, it is decided

1. to merge under our Company, Türkiye Şişe ve Cam Fabrikaları A.Ş. (" Company " or " Şişecam ") with Anadolu Cam Sanayii A.Ş., Denizli Cam Sanayii ve Ticaret A.Ş., Paşabahçe Cam Sanayii ve Ticaret A.Ş., Soda Sanayii A.Ş. and Trakya Cam Sanayii A.Ş. through acquisition of all assets and liabilities thereof by our Company in full pursuant to Capital Markets Law numbered 6362 (" CML "), Capital Market Board's (" CMB ") Communiqué with Serial Number II-23.1 on Common Principles Regarding Significant Transactions and the Retirement Right, Communiqué with Serial Number II-23.2 on Mergers and Spin-offs and any other regulations of the CMB, the Turkish Commercial Code numbered 6102 (" TCC "), Corporate Tax Law numbered 5520 and other applicable legislation;

2. to have the merger transaction base on the financial statements and notes, which are dated 31.12.2019 and which are prepared by the companies that are party to the merger in accordance with the respective regulations of the CMB and which are subject to the independent audit;

3. to take the Expert Institution Report into account, which is prepared pursuant to Art.7 entitled "Expert Institution Report" of the CMB's Communiqué with Serial Number II-23.2 on Mergers and Spin-offs, and which is serving without any hesitation as the foundation for equitable and reasoned determination of the merger rate; the exchange rate; the amount of capital increase to be conducted in line with these, and the number of shares to be allocated from our Company's shares issued through the capital increase to shareholders of Anadolu Cam Sanayii A.Ş., Denizli Cam Sanayii ve Ticaret A.Ş., Paşabahçe Cam Sanayii ve Ticaret A.Ş., Soda Sanayii A.Ş. and Trakya Cam Sanayii A.Ş.;

4. to prepare the merger agreement and merger report as per the respective legislation, and to submit an application to the CMB in order for the approval of the announcement text following completion of all the transactions required for the merger through acquisition;

5. due to the fact that our Company is subject to the CML and it is shares are publicly held and traded at the Stock Exchange, to make all sorts of required public disclosures in Public Disclosure Platform, particularly the retirement right granted according to Art. 24 titled " Retirement Right " of the CML and relevant provisions of the communiqué, to the shareholders or their representatives, who participate to the general assembly meeting, in which the aforementioned merger will be approved, and use dissentive vote and annotate their oppositions to the meeting minutes, will be titled to sell their shares from the price over the exercise price of the retirement right to be determined as per the legislation;

6. to determine the exercise price of the retirement right as TRY 5.27 per share of our Company with a nominal value of Kr 1 (one Kuruş) for each and corresponding the total capital of TRY 2,250,000,000 (two billion and two hundred and fifty million Turkish Liras) in accordance with Art. 24 titled " Retirement Right " of the CML and the respective provisions of the CMB Communiqué;

7. including but not limited to the aforementioned items, to conduct all the legal transactions and make announcements, to make all official applications including the applications to the CMB and EMRA and perform all types of transactions required or to be required until the finalisation of the merger transaction;

8. to submit to the general assembly at the general assembly meeting to be held regarding the merger transaction, the articles of association amendments required to be made due to the merger and the amendments to be made as per EMRA legislation as well, along with the amendment draft provided that all required permissions and approvals have been obtained for the predicted capital increase as a result of the merger transaction;

9. Pursuant to article 8 above, subject to the approvals from CMB and EMRA and all other respective institutions and approval of the merger at the general assembly; to amend (i) article four titled "Objective and Subject", (ii) article seven titled "Capital", (iii) article 21 titled "Amendments in the Articles of Incorporation" (the article will become article 25 following the amendment) of the articles of association of our Company as per the following amendment text draft and, moreover, to insert (i) article 8 titled "Share and Transfer of Share Certificates" and (ii) article 9 titled "Merger and Spin-off Provisions" into the articles of association of our Company as per the following amendment text draft;

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TÜRKİYE ŞİŞE VE CAM FABRİKALARI ANONİM ŞİRKETİ

ARTICLES OF INCORPORATION

TÜRKİYE ŞİŞE VE CAM FABRİKALARI ANONİM ŞİRKETİ

ARTICLES OF INCORPORATION

OBJECTIVE AND SUBJECT:


Article 4:


A) The Company's Objective:


The Company's objective is to incorporate, manage and improve a glass industry and side industry related with glass industry.

On the other hand, carrying out the investment, financing, organization, and management issues of the capital Companies incorporated or to be incorporated in which capital and management it has participated, together and in a mutually collective structure; dissemination of risk by venturing into the fields other than the glass industry, ensuring the safety of the investments against the conjectural movements and thus ensuring the development and continuity of the companies, supporting the development of the capital market, accordingly the national industry, by promoting the safe participation of the savings of the Company members and the public in the capital companies in which the Company has /did not have participated, and constitution of social units within/outside the Company are among the objectives of the company.

B) The Company's Subject:

The Company, in order to realize the objectives given above;

a) The Company establishes side and complementary industries in conjunction directly or indirectly with all kinds of glass, glassware and glass industries (and/or replacement industry), takes the precautions for the development and improvement of them, and manages them.

b) The Company may participate in the capitals or managements of all kinds of commercial and industrial domestic or foreign companies established or to be established, working in any subject.

c) The Company may, not in the form of intermediary services and portfolio management in accordance with the Capital Market law, sell stocks and bonds like Government Bonds (including treasury shares), private sector bonds, and document of profit or loss partnership, bank deposit certificate.

d) On condition that they will not be in the form of investment services and activities, the Company may transfer the stock certificates (or shares) or other stocks and bonds to others, change them with other stock certificates (and/or shares) and/or other stocks and bonds, put lien on them, purchase or sell stock certificates, and secure with a pledge the stock certificates (or shares) or other stocks and bonds of other partners.

e) The Company may pledge on its capital directly or indirectly and regarding the incorporation, capital increase, bank loans, and the issuance of bond and financing loans as well as their other debts.

For the Company's granting of guaranty, pledge, assurance, lien, including hypothec, the principles determine within the scope of the capital market legislation are complied with.

f) The Company may transfer all kinds of its receivables resulting from the sales of the companies, in which capital and management it has taken part, as well as their affiliates, and assign and/or endorse them to the other institutions in which it has/did not have participated.

g) The Company may, in order to realize its objective and subjects acquire real estates (including ships) and fixed material assets in relation with the movable properties, and rent them, lease them to others partially or completely, conduct transfer, abandon or grant its nonmaterial rights with regard to the real estate and movable properties it has, conduct access, usufruct, residence rights and conduct all kinds of borrowing and savings transactions in relation with the ocular and immaterial rights pursuant to the civil law and other rights, and carry out disposals on the immovable properties with or without obligations.

h) The Company, in respect of its objective and subject matter, may burrow with or without guarantees against the hypothecs and other securities, may give and take all kinds of personal or ocular guarantees for the collection or procurement of its receivables (including hypothec), and may conduct the registration and cancellation transactions in respect of them in the title deeds registration offices and other governmental offices.

i) The Company may cooperate with the domestic and foreign companies, constitute all kinds of affiliates/partnerships with them and may enter into agreements based on material responsibility share.

j) The Company, in accordance with the provisions of the law, may constitute foundations with social objectives within the structure of the Company, may participate in such foundations or grant charities to them.

k) The Company may provide intermediary services or financial or legal consultancy services for the collections and payments of the companies in which capital and management it participates directly or indirectly.

The Company may conduct the storage, transport, project design, feasibility studies, chemical and physical analyses, information processing, import, export, marketing, organization, training , and planning businesses of all kinds of enterprises in which capital and management it participates or not.

The Company, for reaching its objective and in relation with its subject matter of activity, may inaugurate storehouses, stores, branches, representations, exhibitions, and similar activities abroad or domestically.

The Company may, before the Turkish Patent Institute and other institutions abroad or in the country, conduct the registration of all kinds of intellectual property like brand, patent, utility model, industrial design, geographical sign, integrated circuit photographs and all kinds of initiatives before such institutions, and may provide intermediary services for the registration of the brands and patents of third persons.

I) The Company may involve with the search of all kinds of substances in the liquid, solid, and gas for (including LPG) , closure, handing over, taking over or procurement or management of the mining areas, and in compliance with the respective laws, search, opening, storage, distribution, and trade of such matters.

m) The Company may carry out all kinds of agency, advertising, tourism, investment and management businesses.

n) The Company can grant charities within the scope of social responsibility and in line with the methods and principles designated by the Capital Market Board.

The charities can be granted in the manner that will not compromise its objective and subject matter and on condition that their limits will be determined by the General Committee, that they will not give such charities in the amounts that exceed such limit, that it will add the charities made to the distributable profit estimation, that it will not contravene the CMB's covert profit transfer arrangements, that they will make the required special condition remarks, and that the grants given domestically will be notified to the partners in the General Committee meeting.

o) In the event that amendments are made in the Company's objective and subject matter, required consents will be sought from the Ministry of Trade and Capital Market Board.

p) The Company may carry out all kinds of transactions with regard to the maters written in the paragraphs a - o above and other transactions that will facilitate them.

OBJECTIVE AND SUBJECT:

Article 4:


A) The Company's Objective:

The Company's objectives are as follows:

(i) Manufacturing any kind of glassware, tableware, glass packaging, flat glass, electric bulb, glass and other glass products; to incorporate, manage and improve a glass industry and side industry related with glass industry;

(ii) Producing sodium carbonate, sodium bicarbonate and other soda chemicals; producing all kinds of chemicals with bichromate, chromic acid, basic chromium sulfate and other chromium chemicals, establishing factories for the production of other products, participating in these and producing heavy machinery;

(iii) Exploration, and establishing and operating facilities to produce salt, limestone, chromite and other natural raw material resources and other substances falling under the scope of mining law necessary for production of soda-chromium chemicals;

(iv) Conducting necessary researches, establishing and operating facilities and participating in these in order to improve the industry related to soda-chromium chemicals;

(v) To conduct any secondary and supplementary activities in correlation in any manner with the Soda Industry and sale of the products.

(vi) Carrying out the investment, financing, organization, and management issues of the capital Companies incorporated or to be incorporated in which capital and management it has participated, together and in a mutually collective structure;

(vii) Dissemination of risk by venturing into the fields other than the glass industry, ensuring the safety of the investments against the conjectural movements and thus ensuring the development and continuity of the companies,

(viii) Supporting the development of the capital market, accordingly the national industry, by promoting the safe participation of the savings of the Company members and the public in the capital companies in which the Company has /did not have participated;

(ix) Constitution of social units within/outside the Company.

B) The Company's Subject:

The Company, in order to realize the objectives given above;

a) The Company establishes side and complementary industries in conjunction directly or indirectly with all kinds of glass, glassware and glass industries (and/or replacement industry), takes the precautions for the development and improvement of them, and manages them.

b) The Company may participate in the capitals or managements of all kinds of commercial and industrial domestic or foreign companies established or to be established, working in any subject.

c) The Company may, not in the form of intermediary services and portfolio management in accordance with the Capital Market law, sell stocks and bonds like Government Bonds (including treasury shares), private sector bonds, and document of profit or loss partnership, bank deposit certificate.

d) On condition that they will not be in the form of investment services and activities, the Company may transfer the stock certificates (or shares) or other stocks and bonds to others, change them with other stock certificates (and/or shares) and/or other stocks and bonds, put lien on them, purchase or sell stock certificates, and secure with a pledge the stock certificates (or shares) or other stocks and bonds of other partners.

e) The Company may pledge on its capital directly or indirectly and regarding the incorporation, capital increase, bank loans, and the issuance of bond and financing loans as well as their other debts.

For the Company's granting of guaranty, pledge, assurance, lien, including hypothec, the principles determine within the scope of the capital market legislation are complied with.

f) The Company may transfer all kinds of its receivables resulting from the sales of the companies, in which capital and management it has taken part, as well as their affiliates, and assign and/or endorse them to the other institutions in which it has/did not have participated.

g) The Company may, in order to realize its objective and subjects acquire real estates (including ships) and fixed material assets in relation with the movable properties, and rent them, lease them to others partially or completely, conduct transfer, abandon or grant its nonmaterial rights with regard to the real estate and movable properties it has, conduct access, usufruct, residence rights and conduct all kinds of borrowing and savings transactions in relation with the ocular and immaterial rights pursuant to the civil law and other rights, and carry out disposals on the immovable properties with or without obligations.

h) The Company, in respect of its objective and subject matter, may burrow with or without guarantees against the hypothecs and other securities, may give and take all kinds of personal or ocular guarantees for the collection or procurement of its receivables (including hypothec), and may conduct the registration and cancellation transactions in respect of them in the title deeds registration offices and other governmental offices.

i) The Company may cooperate with the domestic and foreign companies, constitute all kinds of affiliates/partnerships with them and may enter into agreements based on material responsibility share.

j) The Company, in accordance with the provisions of the law, may constitute foundations with social objectives within the structure of the Company, may participate in such foundations or grant charities to them.

k) The Company may provide intermediary services or financial or legal consultancy services for the collections and payments of the companies in which capital and management it participates directly or indirectly.

The Company may conduct the storage, transport, project design, feasibility studies, chemical and physical analyses, information processing, import, export, marketing, organization, training , and planning businesses of all kinds of enterprises in which capital and management it participates or not.

l) The Company, for reaching its objective and in relation with its subject matter of activity, may inaugurate storehouses, stores, branches, representations, exhibitions, and similar activities abroad or domestically.

m) The Company may, before the Turkish Patent Institute and other institutions abroad or in the country, conduct the registration of all kinds of intellectual property like brand, patent, utility model, industrial design, geographical sign, integrated circuit photographs and all kinds of initiatives before such institutions, and may provide intermediary services for the registration of the brands and patents of third persons.

n) The Company is engaged in establishing, actuating, acquiring, leasing of electric energy generation plant, generation of electric energy, sale of electric energy generated and/or the capacity, heat water, steam, demin water, heat and other side product.

To achieve such objective the Company may conduct the following activities in compliance with the respective legislation on electricity market:

1) Establishing, actuating, acquiring, having leased or leasing of electric energy generation plant;

2) Sale of the generated electric energy and the capacity to legal persons holding wholesale license, supply license, retail license and real person eligible consumers through bilateral agreements,

3) Associating with the existing or prospective electric energy generation companies.

o) The Company may involve with the search of all kinds of substances in the liquid, solid, and gas for (including LPG) , closure, handing over, taking over or procurement or management of the mining areas, and in compliance with the respective laws, search, opening, storage, distribution, and trade of such matters.

p) The Company may conduct any kind of logistic and transportation services within the scope of foregoing activities and subjects and in accordance with the said purpose, may conduct the following activities;

a- Conducting any kind of domestic and international land, maritime and aerial transportation,

b- Conducting any kind of loading, unloading, port management, and customs clearance.

c- Conducting any kind of storage, warehousing, packaging and handling.

d- Conducting dealership, agency, franchising and brokerage activities with regard to the subjects indicated in sections a-b-c.

e- Purchasing, leasing, repairment and renovation services and trade and agency of these vehicles including importation of these. It may lease and operate in such manner the land, maritime and aerial transportation vehicles.

r) The Company may carry out all kinds of agency, advertising, tourism, investment and management businesses.

s) The Company can grant charities within the scope of social responsibility and in line with the methods and principles designated by the Capital Market Board.

The charities can be granted in the manner that will not compromise its objective and subject matter and on condition that their limits will be determined by the General Committee, that they will not give such charities in the amounts that exceed such limit, that it will add the charities made to the distributable profit estimation, that it will not contravene the CMB's covert profit transfer arrangements, that they will make the required special condition remarks, and that the grants given domestically will be notified to the partners in the General Committee meeting.

t) In the event that amendments are made in the Company's objective and subject matter, required consents will be sought from the Ministry of Trade and Capital Market Board.

y) The Company may carry out all kinds of transactions with regard to the maters written in the paragraphs a - t above and/or conduct the activities allowed by laws through domestic companies and companies abroad established nu itself..

CAPITAL


Article 7:


The Company has accepted the registered capital system in accordance with the provisions of the Capital Market Law and started to apply this system with the consent of the Capital Market Board dated 4.3.1985 and numbered 93,

The Company's registered capital ceiling is 4.000.000.000 Turkish Liras divided into 400.000.000.000 shares each with 1 (one) Krush of nominal value.

The registered capital ceiling permission given by the Capital Market Board is valid for the years of 2017-2021 (5 years). Even if it will have failed to reach the permitted registered capital ceiling at the end of 2021; for the Board of Directors to resolve to increase the capital after 2021; for a previously permitted or a new ceiling amount, authorization must be received from the General Committee through the consent of the Capital Market Board on condition that it will not exceed 5 years' time. In the event that such authorization is not received, the Company is considered to be excluded from the registered capital system.

The Company's issued capital is 2.250.000.000 Turkish liras and each of these amounts was divided into 225.000.000.000 shares, each with 1 krush nominal value, to the bearer. The 2.250.000.000 Turkish liras representing the issued capital was completely paid and fulfilled.

The shares constituting the capital are tracked through recording within the framework of the principles of dematerialization.

CAPITAL


Article 7-


The Company has accepted the registered capital system in accordance with the provisions of the Capital Market Law and started to apply this system with the consent of the Capital Market Board dated 4.3.1985 and numbered 93,

The Company's registered capital ceiling is 4.000.000.000 Turkish Liras divided into 400.000.000.000 shares each with 1 (one) Krush of nominal value.

The registered capital ceiling permission given by the Capital Market Board is valid for the years of 2017-2021 (5 years). Even if it will have failed to reach the permitted registered capital ceiling at the end of 2021; for the Board of Directors to resolve to increase the capital after 2021; for a previously permitted or a new ceiling amount, authorization must be received from the General Committee through the consent of the Capital Market Board on condition that it will not exceed 5 years' time. In the event that such authorization is not received, the Company is considered to be excluded from the registered capital system.

The Company's issued capital is 2.250.000.000 Turkish liras and each of these amounts was divided into 225.000.000.000 shares, each with 1 krush nominal value. The 2.250.000.000 Turkish liras representing the issued capital was completely paid and fulfilled.

All of the Company's shares are registered. The Company cannot issue to the bearer shares excluding the shares to be issued to be traded on the stock market.

Capital of the Company may be increased or decreased, if required, in accordance with the provisions of Turkish Commercial Code, Capital Market Law and Electricity Market Law.

The shares constituting the capital are tracked through recording within the framework of the principles of dematerialization.

TRANSFER OF SHARES OR SHARE CERTIFICATES

Article 8-

Provided that the required disclosures by the Capital Market Board are made to ensure inform of the investors, transfers of shares resulting in direct or indirect acquisition by a real or legal person of the shares representing five percent or more of the capital of the Company; and the share acquisitions resulting in a shareholder to own five percent or more of the capital of the legal personality, and/or the share transfers resulting in falling of the shares below the rates indicated above are subject to the approval of the Energy Market Regulatory Board each time. In the event that the share transfer is not completed within six months starting from the date of the approval, such approval becomes invalid. This provision also applies in the event of acquisition of the voting rights.

Even in the event that there is no share transfer, establishment of privilege on the existing shares, revocation of privilege or issuance of redeemed shares are also subject to the approval of the Energy Market Regulatory Board, regardless of the proportional limit regarding the share transfer.

Capital Market Legislation shall be conformed for transfer of the share certificates being traded on the stock market.

PROVISIONS ON MERGER AND SPIN-OFFS

Article 9-

The Company may merge with other companies along with its assets and liabilities. The merger shall be conducted in accordance with the Turkish Commercial Code and Capital Market legislation. In the event that a production license holder aims to merge under its or another companies constitution along with its assets and liabilities or aims to conduct a partial or complete spin-off, notwithstanding to the provisions on merger and acquisitions of the Law on Protection of Competition No. 4054, prior to and with regard to the merger or spin-off, with regard to the merger allowance, approvals are required to be obtained from the Capital Market Board and the Energy Market Regulatory Authority. In the event that the said approval is obtained, the mergers shall be completed within succeeding one hundred and eighty days of the approval.

The merger agreement in subject shall not contain provisions violating the rights and receivables of consumers or extinguish the debts of the company and shall contain the conditions required by the Electricity Market Legislation.

The provisions of the Capital Markets legislation on merger and spin-offs are reserved.

AMENDMENTS IN THE ARTICLES OF INCORPORATION:


Article 21:


Conclusion and application of all kinds of amendments that will be applied in these articles of incorporation are carried out in accordance with the provisions of the Turkish Commercial Law and Capital Market Law. Subsequent to duly approving the respective amendments and registering them in the commercial registry, they become valid as of the date of announcement.

Resolution for the amendment of the articles of incorporation is made in accordance with the Law, Board legislation and the provisions specified in the articles of incorporation after receiving the respective consent from the Capital Market Board and the Ministry of Customs and Trade, in the General Committee meeting, where compliance with the law and the provisions of the articles of association will be observed.

AMENDMENTS IN THE ARTICLES OF INCORPORATION:


Article 23:

Conclusion and application of all kinds of amendments that will be applied in these articles of incorporation are carried out in accordance with the provisions of the Turkish Commercial Law and Capital Market Law. Subsequent to duly approving the respective amendments and registering them in the commercial registry, they become valid as of the date of announcement.

Resolution for the amendment of the articles of incorporation is made in accordance with the Law, Board legislation and the provisions specified in the articles of incorporation after receiving the respective consent from the Capital Market Board and the Ministry of Customs and Trade, in the General Committee meeting, where compliance with the law and the provisions of the articles of association will be observed.

It is mandatory to obtain the approval of the Energy Market Regulatory Authority for amendments on the provisions of articles of incorporation with regards to kind of the share certificates of the Company, mergers and spin-offs, share capital decrease of the Company.

10. for the above mentioned purposes, to authorise and assign Dr. Ahmet Kırman and Mustafa Görkem Elverici in order to exercise all sorts of acts and transactions necessary to finalise the merger transaction as per the legislation and to obtain the required permissions and to make applications

with the unanimity of all of the directors participated to the meeting including the independent members.