Issuance of Debentures and Other Debt Instruments

Article 13 

The total value of debentures and other debt instruments that may be issued as capital market instruments by a publicly held joint stock corporation may not exceed the balance remaining after deducting the losses, if any, from the total sum of the outstanding and paid up capital as shown on the latest independently audited financial statement and submitted to the Board plus reserves plus the revaluation fund approved by the general assembly.

The issue limits of debentures and other debt securities of local administrations and organizations, administrations, and entities acting according to their special legislation, and of state economic enterprises including the ones in the scope of privatization according to the legislation shall be determined by the Council of Ministers. In this case, the limits set forth by the special laws shall not apply.

The issue limits on debentures and other debt instruments to be issued by joint stock corporations which are set forth in Article 422 of the Turkish Commercial Code may be increased in general or by sectors by the Council of Ministers if it is deemed necessary.

The issue limits established by legislation shall not apply to issues with a Treasury guarantee.

New debentures and other debt instruments of the same class may not be issued, unless the already issued debt securities are completely sold or those which remain unsold are cancelled.

The Articles of Association may authorize the Board of Directors to issue debentures and other debt instruments. In this case, the provisions of Articles 423 and 424 of the Turkish Commercial Code shall not apply.

Asset Backed Securities

Article 13/A

Asset Backed Securities collateralized by receivable and fixed assets can be issued. The institutions that may issue such securities, issuing requirements, issue limits, eligible receivables and assets, and principles and essentials of evaluation and qualifications shall be regulated by communiqués issued by the Board.

The limits stated in Article 13 shall not apply to the issuance for asset backed securities.

Until the asset backed securities are redeemed, the related receivables and assets may not be used for other purposes, may not be pledged, may not be used as security, and may not be sequestrated attached by third parties.