AMENDMENTS MADE IN ARTICLES OF INCORPORATION AND ITS REASONS
As per the 6th article of ‘Capital and Shares’ of the Articles of Incorporation, in 18.05.2011, the Company applied to Capital Markets Board for a preapproval to increase paid capital from TL 12,500,000 to TL 25,000,000 by 100% capitalization issue; TL 6,005,230 to be financed through share premium, and TL 6,494,770 from extra reserves.
The Capital Markets Board approved the application by the article dated 04.07.2011. The Amendment drafts approved in 21.07.2011 by Ministry of Industry and Commerce, were also approved by the General Assembly at the Extraordinary General Meeting dated 27.07.2011. Additionally, it was registered by Izmir Trade Register Office in 04.08.2011.
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| FORMER VERSION | NEW VERSION | |||||||||||||||||||||||||||||||||||||||||||||||||||||
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CAPITAL AND SHARES:
Article 6: The Company’s capital is TL 12,500,000. This capital is divided into a total of 12,500,000 shares ( TL 1 nominal price per share); 1,000,000 of which are group A, 11,500,000 of which are group B.
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CAPITAL AND SHARES:
Article 6: The Company’s capital is TL 25,000,000. This capital is divided into a total of 25,000,000 shares ( TL 1 nominal price per share); 2,000,000 of which are group A, 23,000,000 of which are group B. |
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AUTHORITIES AND RESPONSIBILITIES OF ADMINISTRATIVE BOARD MEMBERS AND SUPERVISORS
Authorities and responsibilities of Administrative Board Members and Supervisors are determined as per the 10th, 16th and 17th articles of the Company’s Articles of Incorporation.
In the 21st and 22nd articles of the Articles of Incorporation, authorities and responsibilities of the Board of Supervisors are stated.
B- COMMITTEE LIABLE OF SUPERVISION
Members of the Committee Liable of Supervision are; Vice President of the Executive Board Furkan Katmerci; Administrative Board member Havva Katmerci, who are not executive members.
Denetimden Sorumlu Komite şirketin muhasebe sisteminin, finansal bilgilerinin kamuya açıklanmasının ve iç kontrol sisteminin işleyişinin ve etkinliğinin gözetimini sağlamak amacıyla yönetim kuruluna destek verecektir.
The Committee Liable of Supervision supports the Administrative Board with the purpose of supervising the Company’s accounting system, public disclosure of financial information, and process and efficiency of the internal control system
Audit Committee Working Principles have been approved by the Administrative Board in 10.10.2011, within the context of CMB Corporate Governance Policies Part IV, Article 5.6, and CMB Independent Audit Report Serie:X No.22 Article 25. It is placed on the Company’s website as approved.
C- MODIFICATIONS MADE WITHIN THE YEAR REGARDING SENIOR MANAGEMENT AND INFORMATION ON PEOPLE ON DUTY
No changes have been made in the Company management within this period. Administrators are listed below: Administrators are listed below:
| NAME - SURNAME | TITLE | PROFESSION | PROFESSIONAL EXP. |
| Mehmet Katmerci | Chairman of the Administrative Board, General Manager | Businessman | 19 YEARS |
| Gökmen Ölçer | Financial Coordinator | Certified Accountant | 19 YEARS |
MEHMET KATMERCİ (CHAIRMAN OF THE ADMINISTRATIVE BOARD – GENERAL MANAGER):
Mehmet Katmerci worked in all departments of the Company since 1992, was elected as Chairman of the Administrative Board and the General Manager in 2001. He contributed to the Company’s recent move towards exportation and the increase in profit. He is still the Chairman of the Administrative Board and the General Manager. Additionally, he has been carrying on his duties as the Chairman of the Administrative Board and the General Manager of Katmerciler Profil Sanayi ve Ticaret A.Ş. and Isıpan Otomotiv ve Üst Ekipman Metal Makine San. ve Tic. A.Ş, two group companies.
GÖKMEN ÖLÇER (FINANCIAL COORDINATOR):
Gökmen Ölçer started his career in 1993, in Piri Reis Co. Ltd. as an accounting supervisor. He worked as an Accounting Administrator and Accounting Manager between 1997-2004 in EGS Egeser Wear Ind. Domestic and Foreign Trade Inc. Ölçer was employed in Tariş as General Accounting Manager, in Tariş İplik Inc. as Supervisory Board Member, Administrative Board Member, Vice Chairman of the Executive Board, Chairman of the Administrative Board between 2004-2009. He worked in Taris Tat Alcoholic Beverages Inc. as Vice General Manager, Administrative Board Member, also in Taris Pamuk Realty Investment Consultancy Inc. as Supervisory Board Member. Ölçer earned the right to receive his licence of independent accountant and financial accountant (Certified Public Accountant licence) in 1998, in compliance with the law No. 3568; he is a member of İzmir Chamber of Independant Accountants and Financial Advisors. He is assigned to the Financial Coordinations by Katmerciler Araç Üstü Ekipman San. ve Tic. A.Ş. on 07.04.2009.