Alarko : Amendment in Articles of Association-20.04.2021
April 21, 2021 at 04:00 am EDT
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DISCLOSURE
Date: 20.04.2021
Subject: Amendment in Articles of Association
In its Board resolution on 20.04.2021,
1- As per the communique with regards to meetings held in electronic settings except the general assemblies, the company's Articles of Association item 32 is determined to be altered as shared in the attached file, while allowing the company to hold its board meetings via electronic settings.
2- For this purpose, it is granted to take all necessary actions including application to Ministry of Commerce, Capital Markets Board, The Registry of Commerce, and the Company's General Assembly.
Previous Form
ARTICLE 32. Formation of The Board of Directors, Meeting Order and Quorums
Regardless of the term of management and representation, the members shall appoint a Chairman and at least one Deputy Chairman to act for the Chairman in his absence during the first Meeting of the Board of Directors following the annual Ordinary General Assembly Meeting. The Chairman and Deputy Chairman whose term of office has expired may be re-elected.
The meeting of the Board of Directors shall be held at the Company headquarters. Meetings may be held at another place other than the company headquarters provided that all members are notified in advance.
The Board of Directors shall convene at all times deemed necessary.
One more than half of the members of the Board of Directors shall be obliged to be present in the meeting for starting the negotiations of the Board of Directors. Two third of the members present in the meeting shall be obliged to approve the decision in order for such decisions to be valid.
New Form
ARTICLE 32. Formation of The Board of Directors, Meeting Order and Quorums
Regardless of the term of management and representation, the members shall appoint a Chairman and at least one Deputy Chairman to act for the Chairman in his absence during the first Meeting of the Board of Directors following the annual Ordinary General Assembly Meeting. The Chairman and Deputy Chairman whose term of office has expired may be re-elected.
The meeting of the Board of Directors shall be held at the Company headquarters. Meetings may be held at another place other than the company headquarters provided that all members are notified in advance.
The Board of Directors shall convene at all times deemed necessary.
One more than half of the members of the Board of Directors shall be obliged to be present in the meeting for starting the negotiations of the Board of Directors. Two third of the members present in the meeting shall be obliged to approve the decision in order for such decisions to be valid.
Members, who are entitled to participate to these board meetings, can participate to these meetings via Electronic system in accordance with Turkish Commercial Code item 1527. The company is subject to establish Electronic Meeting System, allowing the participant to join the meeting and vote or outsource this need via 3rd parties as per
the communique of Electronic Board Meetings in Corporations Excluding General Assemblies. In these meetings, either through established system or outsourced services, in accordance with this item of the article, the entitled user is subject to perform its rights within the context of the written regulation.
Note: As per the Guidelines issued by the Capital Markets Board on Communiqué II-15.1 governing Public Disclosure of Material Events, the disclosure made in Turkish is official and supersedes the translation to English.
We proclaim that our above disclosure is in conformity with the principles set down in "Material Events Communiqué" of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we're personally liable for the disclosures.
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Alarko Holding AS published this content on 20 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 April 2021 07:59:01 UTC.
Alarko Holding AS is a Turkey-based holding company, which is active in the energy, construction, manufacturing, tourism, real estate, agriculture, and financial sectors. The Company's main activities are divided into three groups; construction, energy, and manufacturing. In the construction group, it is involved in various kinds of construction projects, such as airports, highways, subways, light rail systems, energy facilities, pipelines, treatment plants, business centers, residential buildings, hotels, and hospitals. In the energy group, Alarko Holding is active in all steps, including electric power generation, power plant management, electricity distribution, and wholesale and retail sale of electricity. In the manufacturing group, it designs, manufactures, and wholesales heating, ventilating, and air conditioning machinery and equipment. Besides these three main groups, it operates hotels, involves venture capital investments, and produces agricultural chemicals.