FOUNDATION & INCORPORATION
ARTICLE – 1 

In accordance with the relevant provisions of the Turkish Commercial Code regarding the establishment of limited liability companies, the company named Polygon Machine Sanayi ve Ticaret Limited Şirketi has been duly founded and incorporated by the founders whose names and addresses are listed below. The company has been established as a limited liability company under the Turkish Commercial Code to operate in the fields defined in this Articles of Association.

1. Bayram ÇAMBEL:
   Adress: Malıköy Başkent OSB, Teknokent Cadde No: 6, 06760 Sincan/Ankara 
2. Ömer BABA:
   Adress: Susuz Mahallesi Dempa Sanayi Sitesi, 3792. Cadde No:21-23 Y. Mahalle/Ankara

COMPANY NAME
ARTICLE – 2

The trade name of the company is Polygon Machine Sanayi ve Ticaret Limited Şirketi (Polygon Machine Industry and Trade Limited Company). In this Articles of Association, the company will be referred to as “Polygon Machine”..

AIM & SUBJECT
ARTICLE – 3 

The aim and scope of activities of the Company are as follows:

A-

1. To design, manufacture, assemble, and sell all types of industrial machinery, equipment, and spare parts.
2. To design, manufacture, assemble, and sell all types of industrial machinery, equipment, and spare parts.
3. To provide and carry out engineering, technical consulting, supervision, and maintenance services related to machinery and industrial equipment.
4. To prepare or have prepared any designs, drawings, plans, project studies, and development works related to the company’s field of activity.
5. 5.To establish, operate, and market industrial plants and facilities within Turkey and abroad, including
   carrying out related import and export activities.
6. To act as a representative, agent, or distributor for domestic and international companies in its field of
   activity, and to participate in bids and tenders either directly or in cooperation with other companies.
7. To import, export, buy, sell, and trade machinery, equipment, spare parts, and other products related to
   the company’s operations.
8. To own, lease, or sell real estate properties, vehicles, warehouses, and other facilities necessary for the
   operations of the company.
9. To establish branches, liaison offices, or warehouses inside or outside Turkey in accordance with
   applicable laws.
10. To provide or receive loans and financing in accordance with Turkish Commercial Code provisions to
    ensure the continuation and growth of its operations.
11. To form partnerships or collaborations with other companies or individuals, domestic or international,
    provided that such partnerships do not require the creation of a separate capital company.
12. To engage in all activities necessary and useful for the realization of the company’s purposes,
    provided they comply with applicable laws and regulations.

   B-

The company may also carry out the above-mentioned activities in collaboration with other domestic or
foreign real persons or legal entities without necessarily forming a separate legal entity or capital
company with them.

   C-

If, in the future, the company wishes to expand its business activities to new areas not listed above, such
new activities may be undertaken upon the decision of the Partners’ Assembly (Ortaklar Kurulu). This
requires an amendment to this Articles of Association in accordance with the provisions of the Turkish
Commercial Code

SEAT & BRANCHES OF THE COMPANY
ARTICLE – 4
The registered seat of the Company is Ankara, Turkey.
The address of its headquarters is:
Susuz Mahallesi, Dempa Sanayi Sitesi, 3792. Cadde No:21-23, Yenimahalle / Ankara
In case of any change in its headquarters address, the new address shall be registered with the Trade
Registry and announced in the Turkish Trade Registry Gazette in accordance with the relevant provisions
of the Turkish Commercial Code.
Any notices served to the registered and announced address shall be deemed as duly served to the
Company.
Failure to register a new address despite having moved from the registered address shall constitute a valid
ground for the liquidation of the Company.
Any change of address within the same district or township, without changing the city of the registered seat,
does not require an amendment to this Articles of Association.
However, if the registered seat of the Company itself is changed to a different city, the relevant amendment
to this Articles of Association must be made.
The Company may establish branches, liaison offices, warehouses, or representative offices in Turkey or
abroad as deemed necessary, provided that such actions are in accordance with the provisions of the
Turkish Commercial Code and upon a valid resolution of the Partners’ Assembly.

TERM OF THE COMPANY
ARTICLE – 5

The legal term of the Company is unlimited, starting from the date of its official incorporation.
The Company may only be terminated and liquidated in accordance with the relevant provisions of this
Articles of Association and the Turkish Commercial Code.

SHARE CAPITAL OF THE COMPANY
ARTICLE – 6

The share capital of the Company has been fully subscribed and paid by the founders in accordance with
the provisions of the Turkish Commercial Code.
The capital is divided into capital shares (quotas), each representing a certain percentage of the total
capital. These shares do not constitute securities and cannot be issued as share certificates.
Transfer of capital shares shall only be valid when executed before a notary public and upon registration
with the Trade Registry, as required by the Turkish Commercial Code.
Any changes in the company’s capital, including increases or decreases, shall be decided by the Partners’
Assembly and carried out in accordance with the applicable laws and regulations.

PROMOTER DIVIDEND RIGHT CERTIFICATES
ARTICLE – 7

This article is not applicable to the Company, as limited liability companies are not authorized to issue promoter dividend right certificates or any similar instruments under the Turkish Commercial Code. All profit distribution rights shall be exercised exclusively by the partners, in proportion to their capital share percentages, as specified in this Articles of Association and in accordance with the provisions of the Turkish Commercial Code.

ASSIGNMENT AND TRANSFER OF SHARE CERTIFICATES
ARTICLE – 8

The capital shares (quotas) of the Company may be transferred to third parties only by means of a written agreement executed before a notary public, and such transfer shall become valid upon registration with the Trade Registry in accordance with the relevant provisions of the Turkish Commercial Code. Any transfer of capital shares that has not been notarized and registered shall have no legal effect with respect to the Company or third parties.

MAKING NO USAGE ON TIME OF THE PREFERENTIAL PREEMPTION
ARTICLE – 9

In the event of a capital increase, existing partners shall have a preferential right to participate in the increase in proportion to their current capital shares (quotas), unless otherwise unanimously decided by the partners in accordance with the provisions of the Turkish Commercial Code. If a partner does not exercise this right within the legally prescribed time period, their right shall be deemed to have lapsed, and the unclaimed portion may be allocated to other partners or third parties as decided by the Partners’ Assembly (Ortaklar Kurulu).

ENTIRETY OF SHARE CERTIFICATES
ARTICLE – 10

Each capital share (quota) of the Company constitutes an indivisible whole against the Company. If a single capital share is jointly owned by more than one person, all such co-owners may exercise their rights only through a single joint representative appointed by them. This representative shall be deemed the sole authorized holder of the respective capital share in dealings with the Company.

CHANGE (INCREASE OR DECREASE) OF THE SHARE CAPITAL
ARTICLE – 11

The share capital of the Company may be increased or decreased by a resolution of the Partners’ Assembly (Ortaklar Kurulu) in accordance with the relevant provisions of the Turkish Commercial Code. Any capital increase or decrease shall become valid only after registration with the Trade Registry and announcement in the Turkish Trade Registry Gazette.

EMITTING BONDS
ARTICLE – 12

Limited liability companies are not authorized to issue bonds, bills, or similar capital market instruments under the provisions of the Turkish Commercial Code. Accordingly, Polygon Machine shall not issue or trade any bonds, bills, or securities for public sale or private placement. The financing needs of the Company shall instead be met through partners’ equity contributions, internal resources, or conventional financial instruments such as bank loans, in compliance with applicable laws.

BOARD OF DIRECTORS
ARTICLE – 13

The Company shall be managed and represented by the Partners’ Assembly (Ortaklar Kurulu), which is composed of all partners of the Company. All decisions concerning the management, administration, and representation of the Company shall be taken collectively by the Partners’ Assembly in accordance with the relevant provisions of the Turkish Commercial Code. Any partner authorized by a valid resolution of the Partners’ Assembly may represent and bind the Company in legal and financial matters. Such authorization must be registered with the Trade Registry to be valid against third parties.

TENURE OF OFFICE OF THE BOARD OF DIRECTORS
ARTICLE – 14

In the absence of a Board of Directors, all management, administrative, and representation powers of the Company shall rest with the Partners’ Assembly (Ortaklar Kurulu). The Partners’ Assembly may take decisions at any time regarding the operations, representation, or internal organization of the Company in accordance with the relevant provisions of the Turkish Commercial Code. Any changes to representation authority or administrative structure shall become valid only after registration with the Trade Registry.

VACANT POSITIONS IN THE BOARD OF DIRECTORS
ARTICLE – 15

In the event of any vacancy in the management or representation authority of the Company, such vacancy shall be addressed and resolved by a decision of the Partners’ Assembly (Ortaklar Kurulu) in accordance with the provisions of the Turkish Commercial Code. Any resolutions regarding changes to representation or management authority shall be registered with the Trade Registry to be legally effective against third parties.

CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD OF DIRECTORS
ARTICLE – 16

In meetings of the Partners’ Assembly (Ortaklar Kurulu), the partners shall elect a chairperson to preside over the meeting. If the elected chairperson is absent, the partners shall appoint another partner to preside over that specific meeting.

MEETINGS OF THE BOARD OF DIRECTORS
ARTICLE – 17

Meetings of the Partners’ Assembly (Ortaklar Kurulu) shall be held at the Company’s headquarters in Ankara, Turkey, unless otherwise unanimously decided by the partners. Partners entitled to attend such meetings may also participate electronically through teleconference systems in accordance with Article 1527 of the Turkish Commercial Code. For this purpose, the Company may either install its own secure electronic meeting system or procure services from a third-party provider to enable partners to attend and vote in such meetings remotely. All decisions taken during such electronic meetings shall be legally valid, provided they comply with the relevant provisions of the Turkish Commercial Code and are duly recorded in the official meeting minutes.

MEETING AND RESOLUTION QUORUM
ARTICLE – 18

The Partners’ Assembly (Ortaklar Kurulu) shall convene with the participation of partners representing the majority of the total capital of the Company. Resolutions shall be adopted by the affirmative vote of partners representing the majority of the capital present at the meeting, unless a higher quorum is required by the Turkish Commercial Code or this Articles of Association. These quorum rules apply equally to meetings held physically or electronically via teleconference in accordance with Article 1527 of the Turkish Commercial Code.

MANAGEMENT AND REPRESENTATION
ARTICLE – 19

The Company shall be managed and represented collectively by the Partners’ Assembly (Ortaklar Kurulu), consisting of all partners of the Company. The Partners’ Assembly may take decisions concerning the management, administration, and representation of the Company in accordance with the relevant provisions of the Turkish Commercial Code. Any partner or partners may be authorized to represent and bind the Company by a valid resolution of the Partners’ Assembly. Such authorization shall only be effective after the resolution is notarized, registered with, and announced by the Trade Registry. If more than one partner is granted representation authority, they shall act jointly unless otherwise specified in the resolution of the Partners’ Assembly.

DUTY DISTRIBUTION AMONG THE MEMBERS OF THE BOARD OF DIRECTORS
ARTICLE – 20

The Partners’ Assembly (Ortaklar Kurulu) may determine and allocate specific management duties and responsibilities among the partners through a formal resolution, in accordance with the provisions of the Turkish Commercial Code. The scope of authority and responsibilities assigned to each partner shall be clearly stated in the resolution. Any such decisions shall be recorded in the company’s official meeting minutes and, when required, registered with the Trade Registry.

REMUNERATION & ATTENDANCE FEES OF THE MEMBERS OF THE BOARD
ARTICLE – 21

The Partners’ Assembly (Ortaklar Kurulu) shall decide on any remuneration, compensation, or attendance fees to be paid to the partners for their services rendered to the Company. Such decisions shall be made in accordance with the relevant provisions of the Turkish Commercial Code and duly recorded in the company’s official meeting minutes.

EXECUTIVE COMMITTEE AND DIRECTORS/MANAGERS
ARTICLE – 22

The Company shall be managed collectively by the Partners’ Assembly (Ortaklar Kurulu). The Partners’ Assembly may, if deemed necessary, assign specific operational or administrative duties to one or more partners through a formal resolution. Such assignments do not create a separate executive body and remain fully subject to the collective authority of the Partners’ Assembly. Any decisions regarding the internal organization of the Company shall be documented in the official meeting minutes and, when required, registered with the Trade Registry.

AUDITORS
ARTICLE – 23

If required by the Turkish Commercial Code or other applicable legislation, the Company shall appoint an independent auditor by resolution of the Partners’ Assembly (Ortaklar Kurulu). The appointment, term of office, duties, and dismissal of the auditor shall be carried out in accordance with the relevant provisions of the Turkish Commercial Code. The auditor’s registration with the relevant authorities and all other related procedures shall also comply with the applicable laws and regulations.

ORDINARY AND EXTRAORDINARY GENERAL ASSEMBLY MEETINGS
ARTICLE – 24

The Partners’ Assembly (Ortaklar Kurulu) consists of all partners of the Company. Resolutions adopted by the Partners’ Assembly shall be binding on all partners, including those who were absent or who voted against the resolution. Ordinary meetings of the Partners’ Assembly shall be held at least once a year, within three (3) months following the end of the fiscal year. In such meetings, the Company’s financial statements, operations, and other relevant matters shall be discussed and decided upon.

Extraordinary meetings of the Partners’ Assembly may be convened whenever necessary to address urgent or special matters, in accordance with the relevant provisions of the Turkish Commercial Code. Partners entitled to attend these meetings may also participate electronically, through teleconference systems, in compliance with Article 1527 of the Turkish Commercial Code. For this purpose, the Company may either install its own secure electronic meeting system or use services provided by an external provider. During electronic meetings, partners shall be able to express opinions, make suggestions, and vote as if physically present, provided that all such activities comply with the relevant legislation and are duly recorded in the official meeting minutes.

MEETING PLACE & QUORUM
ARTICLE – 25

Meetings of the Partners’ Assembly (Ortaklar Kurulu) shall be held at the Company’s headquarters or at another suitable location within the same district where the headquarters is located. The meeting and resolution quorum for the Partners’ Assembly shall be determined in accordance with the relevant provisions of the Turkish Commercial Code and this Articles of Association. Unless otherwise stated by law, decisions shall be valid when approved by partners representing the majority of the Company’s capital present at the meeting.

PARTICIPATION OF A REPRESENTATIVE OF THE MINISTRY IN THE MEETING
ARTICLE – 26

A representative of the Ministry of Trade shall attend meetings of the Partners’ Assembly (Ortaklar Kurulu) only in cases where such attendance is required under the provisions of the Turkish Commercial Code or other applicable legislation. Resolutions adopted in meetings where a Ministry representative’s attendance is legally required but not present shall be deemed invalid.

VOTING RIGHT
ARTICLE – 27

Each partner shall have one vote for each capital share (quota) they hold in the Company. Voting shall generally be conducted by a show of hands, unless the Partners’ Assembly (Ortaklar Kurulu) unanimously decides to use another method.

DEPUTING RIGHT
ARTICLE – 28

Partners may appoint a proxy to represent them at meetings of the Partners’ Assembly (Ortaklar Kurulu). The proxy must be appointed in writing, and the authorization shall clearly specify the scope of the proxy’s powers. A partner who also serves as a proxy may cast votes both on their own behalf and on behalf of the partner they represent. If a single capital share (quota) has multiple joint owners, they must appoint one joint representative to exercise their voting rights on behalf of all co-owners. The format and content of the power of attorney shall comply with the relevant provisions of the Turkish Commercial Code.

ANNOUNCEMENTS CONCERNING THE COMPANY
ARTICLE – 29

Announcements related to the Company, including invitations to Partners’ Assembly (Ortaklar Kurulu) meetings, shall be made in accordance with the relevant provisions of the Turkish Commercial Code. Such announcements may be delivered through appropriate communication methods, including electronic communication, provided that they reach all partners in a timely manner. For matters concerning capital decrease, dissolution, or liquidation of the Company, announcements shall be made in compliance with the relevant legal requirements and published in the Turkish Trade Registry Gazette, as stipulated by the Turkish Commercial Code.

PRESIDENT OF THE GENERAL ASSEMBLY
ARTICLE – 30

Meetings of the Partners’ Assembly (Ortaklar Kurulu) shall be presided over by a chairperson elected from among the partners at the beginning of each meeting. The chairperson shall be responsible for conducting the meeting, ensuring that discussions proceed in an orderly manner, and that resolutions are properly recorded in the official meeting minutes.

RESOLUTION QUORUM
ARTICLE – 31

The quorum for adopting resolutions at meetings of the Partners’ Assembly (Ortaklar Kurulu) shall be determined in accordance with the relevant provisions of the Turkish Commercial Code and this Articles of Association. Unless otherwise required by law, resolutions shall be valid when approved by partners representing the majority of the Company’s capital present at the meeting.

YEARLY REPORTS
ARTICLE – 32

Within one month following each annual meeting of the Partners’ Assembly (Ortaklar Kurulu), the following documents shall be prepared and, when legally required, submitted to the Ministry of Trade or other relevant authorities in accordance with the provisions of the Turkish Commercial Code: Annual Report, Audit Report (if applicable), Annual Balance Sheet, Financial Result Statement (Income Statement), List of Attendants of the Partners’ Assembly, Minutes of the Partners’ Assembly Meeting. These documents shall be properly signed, archived by the Company, and made available for review by the partners.

AMENDMENTS IN THE ARTICLE OF ASSOCIATIONS
ARTICLE – 33

Any amendments to this Articles of Association shall be made by a resolution of the Partners’ Assembly (Ortaklar Kurulu) in accordance with the provisions of the Turkish Commercial Code. Such amendments shall only become valid and legally binding after being notarized, registered with the Trade Registry, and announced in the Turkish Trade Registry Gazette.

BALANCE-SHEET & FINANCIAL RESULTS STATEMENT (INCOME STATEMENT)
ARTICLE – 34

The fiscal year of the Company shall begin on the first day of January and end on the last day of December of each calendar year.

BALANCE-SHEET & FINANCIAL RESULTS STATEMENT (INCOME STATEMENT)
ARTICLE – 35

At the end of each fiscal year, the Company shall prepare its annual financial statements and, where legally required, an independent audit report in accordance with the provisions of the Turkish Commercial Code. Copies of the balance sheet, income statement, and audit report (if applicable) shall be made available at the Company’s headquarters for review by the partners sufficiently prior to the Partners’ Assembly meeting, where these documents will be discussed and approved.

DISTRIBUTION OF PROFIT SHARE/DIVIDEND
ARTICLE – 36

The net profit of the Company, after deducting all expenses, depreciation, taxes, legal obligations, and losses carried over from previous fiscal years, shall be the basis for distribution. The distribution of the net profit shall be made in the following order: a) 5% (five percent) of the net profit shall first be set aside as the legal reserve fund, in accordance with the provisions of the Turkish Commercial Code. b) From the remaining balance, an amount to be determined by the Partners’ Assembly (Ortaklar Kurulu) shall be distributed to the partners as dividends, in proportion to their capital shares (quotas). c) After the above allocations, the Partners’ Assembly may decide to allocate any remaining balance to an extraordinary reserve fund or retain it within the Company for future operational and investment needs. No allocation may be made to other reserves or profit shares until the legal reserve fund is properly set aside and any dividends decided by the Partners’ Assembly are distributed.

DIVIDEND ADVANCE DISTRIBUTION
ARTICLE – 37

The Company may distribute interim dividends (profit share advances) to its partners during the fiscal year, provided that: An interim balance sheet is prepared showing sufficient profit, The decision is approved by the Partners’ Assembly (Ortaklar Kurulu), and Such distribution is carried out in accordance with the relevant provisions of the Turkish Commercial Code. Any interim dividends distributed shall be offset against the final year-end profit distribution.

DATE OF DISTRIBUTION OF THE DIVIDEND
ARTICLE – 38

The Partners’ Assembly (Ortaklar Kurulu) shall determine when and how dividends or interim dividends shall be distributed to the partners, in accordance with the relevant provisions of the Turkish Commercial Code. No additional dividends or interim dividends may be distributed until any previous interim dividends have been offset against the final profit distribution of the relevant fiscal year.Once a dividend or interim dividend has been distributed in accordance with this Articles of Association, it cannot be reclaimed by the Company.

RESERVE FUND
ARTICLE – 39

Each year, 5% (five percent) of the Company’s net profit shall be set aside as ordinary legal reserves, until the total amount of such reserve funds reaches one-fifth (20%) of the Company’s share capital. If the ordinary legal reserves fall below this threshold for any reason, allocations shall continue in the same manner until the reserve fund reaches the required level again, in accordance with the relevant provisions of the Turkish Commercial Code.

APPLICABLE LEGAL PROVISIONS
ARTICLE – 40

For any matters not explicitly regulated in this Articles of Association, the relevant provisions of the Turkish Commercial Code and other applicable laws shall apply.

DOCUMENTS TO BE DELIVERED TO THE MINISTRY
ARTICLE – 41

The Company shall provide each partner with a printed copy of this Articles of Association. When required by law, a copy shall also be submitted to the Ministry of Trade or other relevant authorities in accordance with the provisions of the Turkish Commercial Code.

TERMINATION AND LIQUIDATION
ARTICLE – 42

The termination and liquidation of the Company shall be carried out in accordance with the provisions of this Articles of Association and the Turkish Commercial Code.Liquidation procedures shall be conducted by two or more liquidators appointed by a resolution of the Partners’ Assembly (Ortaklar Kurulu). The liquidators shall take control of all assets, properties, and rights of the Company and perform the liquidation in compliance with the relevant laws and regulations. Unless otherwise decided by the Partners’ Assembly, the liquidators shall act jointly and shall have the authority to sign on behalf of the Company during the liquidation process.

CONCLUSION OF THE LIQUIDATION
ARTICLE – 43

After the full settlement of all the Company’s debts and obligations, and one year after the third official announcement of the Company’s liquidation, the remaining balance, including cash and reserve funds, shall be distributed among the partners in proportion to their capital shares (quotas).

PROFIT AND LOSS SHARING CERTIFICATES
ARTICLE – 44

Limited liability companies are not authorized to issue or trade any profit and loss sharing certificates or similar capital market instruments under the provisions of the Turkish Commercial Code. Polygon Machine shall not engage in any activities related to the issuance or sale of such financial instruments.

RIGHTS OF THE SHAREHOLDERS
ARTICLE – 45

The rights of the partners arising from their capital shares (quotas) in the Company are protected under the provisions of the Turkish Commercial Code and this Articles of Association. Any decisions or transactions that would limit or infringe upon these rights shall only be valid if made in compliance with the law and with the unanimous consent of the partners, where required by the Turkish Commercial Code.