Turkish Information Society Services Information On Protection Of Personal Data
Organization

Organization

Board of Directors

Chairman Ali Fuat ERBİL
Vice Chairman Recep Baştuğ
Board Member Osman Bahri TURGUT
Board Member Javier BERNAL DIONIS
Board Member Ali Temel
Board Member Aydın Güler
Board Member Cemal Onaran
Board Member & General Manager Ünal GÖKMEN

Senior Management

General Manager                Ünal GÖKMEN
   
Executive Vice President Volkan ÖZBEY
Executive Vice President Altuğ TOKSÖZ
Executive Vice President Koray AKHAN

 

Organizational Chart

 

Shareholding Structure

 Name  Number of Shares      Share(%)           
T.Garanti Bankası A.Ş. 349.999.992,21 99,9999977%
Garanti Yatırım Menkul Kıym.A.Ş.      1,00 0,0000003%
Garanti Portföy Yönetimi A.Ş. 1,00 0,0000003%
Garanti Emeklilik ve Hayat A.Ş. 1,00 0,0000003%
Garanti Faktoring Hizmetleri A.Ş. 4,79 0,0000014%
  350.000.000,00 100%
 

History

Garanti Leasing was established to realize domestic and foreign leasing transactions based on the permissions obtained from the Turkish Republic Undersecretariat of Treasury and Foreign Trade parallel to the Law No 3226 and the publishing of its Primary Contract in the T. Trade Registration Paper on 09.10.1990. Garanti Leasing mergered with Aktif Leasing joint-stock Corporation – 99,3% of its shares were owned by Garanti Factoring –under its umbrella on 01.10.2002.

One of the pioneers of the sector, Garanti Leasing, performs leasing transactions for corporate and commercial customers and small and medium sized enterprises.

 

Vision and Mission

Vision

To Be the Best Leasing Company of Europe.

Mission

To Make Happy Employee and Customer Association Perpetual.

Indispensable Values

To stick to ethical principles and to respect company culture.

To sustainably and continuously contribute to the society, environment and stakeholders. 

To serve top quality services by using the technologic developments effectively.

 

Primary Contract

GARANTİ  LEASING JOINT-STOCK COMPANY’S PRIMARY CONTRACT

FOUNDATION

Article 1 – A joint-stock company has been founded parallel to the Turkish Commercial Code (Parallel to the Code for Leasing, Factoring and Financing Companies and this primary contract) with the participation of the companies below. The companies’ tradenames, nationalities and residence addresses are also given below.

1-Türkiye Garanti Bankası A.Ş. (Nationality: Turkish Republic)
İstiklal Cad.Bahçeli Hamam Sok. No:3-5-7 Beyoğlu / İstanbul

2-Doğuş Holding A.Ş. (Nationality: Turkish Republic)
Büyükdere Cad.Doğuş Han. No:42 Mecidiyeköy / İstanbul

3-Ana Yatırım A.Ş. (Nationality: Turkish Republic)
Büyükdere Cad.Doğuş Han. No:42 Mecidiyeköy / İstanbul

4-Doğuş İnşaat ve Ticaret A.Ş. (Nationality: Turkish Republic)
Büyükdere Cad.Doğuş Han. No:42 Mecidiyeköy / İstanbul

5-Tektaş Teknik Vasıtalar A.Ş. (Nationality: Turkish Republic)
Büyükdere Cad.Doğuş Han. No:42 Mecidiyeköy / İstanbul

CORPORATE NAME OF THE COMPANY

Leasing. Article 2 – The corporate name of the company is "GARANTİ LEASING JOINT-STOCK COMPANY ".

MANAGEMENT PURPOSE

Article 3 – The company was formed to perform domestic and international Leasing transactions and all sorts of operations related to 

Parallel to the Code for Leasing, Factoring and Financing Companies and related legislation principles, following its operational purpose, the company may;

1- Perform domestic and international Leasing transactions, all sorts of leasing and operational leasing transactions parallel to the legislation principles,

2- Import properties those are subject to the leasing agreement, purchase them, lease them, establish entitlements and obligations, maintain, sell or transfer insurances,

3- Get into debt, issue securities and notes to realize its aim and purpose parallel to the legislative principles of Capital Markets Board (SPK),

4- Purchase securities and having authority on them in such a way a decent financial administration does. These operations shall not be intermediatory or under security portfolio management,

5- Undertake all kinds of ventures and commitments, cooporate with local and foreign individuals, found a company for leasing a ship only – parallel to the Code for Leasing, Factoring and Financing Companies – partner sole proprietorship or investment affiliate, raise a joint venture or consortium or joining to an already raised joint venture or consortium, to sell these when necessary, parallel to company’s purpose and aiming to realize its purpose.

6- Establish local or foreign branches, give someone power of attorney, work as a commision-agent, all related to company’s purpose and all parallel to Leasing legislation,

7- Advise on financial, technical and legal subjects or performing these with other individuals,

8- Realize fund supportive and creative transactions with local and foreign corporations parallel to Leasing legislation,

9- For accruing issues related with its aim and purpose;

a- Utilize secured or unsecured loans and  pledging / collateralizing necessary movable properties and real-estates,

b- Register and establish collaterals, mortgages, usages, easements, superficies and similar entitlements or allowances on movable properties and real-estates belonging to other individuals, or reacquire the entitlements / allowances on these, release them, transfer them if necessary, reimburse pawned movable goods to rightful owners,

10- Purchase , sell and establish all kinds of rights and obligations on all kinds of transportable and untransportable properties, brands, titles, tangible values like know-hows, offer rental receivables for discount, put these rental receivables under cover, arrange insurances for these,

11- Utilize cash loans – not more than 1% of the paid-in capital –  to customers under contract or to customers for creating additional funds due to a transaction they have, parallel to the conditions and requirements of Banking Regulation and Supervision Agency (BDDK)

12- Provide guaranties and securities – save for the transactions llimited with the line of activity – to individuals controlling ten percent or more of the capital shares and to joint partnerships controlling ten percent or more of the capital shares not more than twenty percent of their paid-in capital parallel to the conditions and requirements of Banking Regulation and Supervision Agency 

On “Providing guaranties, securities and creating pledges on behalf of the company itself or third party individuals” capital market legislations are predicated

13- Support and assist the insurance contracts subject to leasing and leasing transactions, securities those are subject to leasing and leasing transactions, individuals those lease these properties save for the insurance legislations in respect of protecting the financial debt that is subject to these contracts and all kinds of financial elements related to the properties leased.

14- Transact on registrations, paraphrases, secretions, distributions, parcellations including abandonments and donations by land registries, transact for abandonments to green land or roads on all kinds of securites, transfer these securities, donate or abandon them free of charge. 

15- Register, acquire, transfer, pledge as collateral or arrange licence arrangements on all kinds of licences, patent documents, know hows, brands, tradenames and all kinds of other property rights concerning its operational purpose.

16- Provide house and home financing parallel to Law No 6362. 

Other than the transactions above if the company seeks to expand its line of activities – within the legislative requirements and conditions – in the future, the Board of Directors will submit the proposition for the General Assembly’s approval and with the General Assembly’s decision, the company will be having operations in the related areas. On this new decision which will be also changing the primary contract, related legislation will be applied.

The company may donate or contribute to foundations, organizations, educational institutions, universities or similar institutions or organizations founded / incorporated with social, cultural, educational or pertaining to health purposes parallel to capital market legislations.

THE HEADQUARTERS AND BRANCHES OF THE COMPANY

Article 4 – The headquarters of the company is as follows: Eski Büyükdere Cad. Ayazağa Köy Yolu No :23 34396 Maslak – İstanbul.

The board of directors can set up new branches in Turkey or foreign countries by obtaining the necessary permissions from the Banking Regulation and Supervision Agency and from the necessary authorities if necessary parallel to Law No 6361 – Code for Leasing, Factoring, Financing Companies and related regulations’

If the address of the company changes, the new address will be declared in the T. Trade Registration Paper, will be registered to Trade Registry and will be reported to Banking Regulation and Supervision Agency and Ministry of Commerce. The notification made to the registered and announced address is deemed served to the company.

TERM OF THE COMPANY

Article 5 – The company was founded without any term limits.

CAPITAL OF THE COMPANY 

Article 6 – The capital of the company is TL 350.000.000 (Threehundredandfiftymillion Turkish Liras) This capital is divided into 350.000.000 (Threehundredandfiftymillion) registered shares.

The actual TL 73.000.000 capital of the company is all paid-in.

From the total TL 277.000.000 of the increased capital, TL 118.299.970 will be met from company’s “442-Retained Earnings” account and TL 158.700.030 will be met from company’s reserves for contingencies (According to Article 298 of the Tax Procedure Law) which occurs under “420-Profit Reserves” account.

In return for the increased capital, new shares will be announced. These shares will be distributed to stakeholders, free of charge.

SHARE CERTIFICATES
Article 7 – All the share certificates are registered.

Law No 6361 – Code for Leasing, Factoring, Financing Companies and related regulations’ clauses are applied when share certificates are transferred or assigned to other individuals. 

INCREASING CAPITAL

Article 8 – The company’s capital can only be increased with the decision of the General Assembly or according to the legislations and regulations of Securities Exchange Act and Banking Regulation and Supervision Agency

BOARD OF DIRECTORS

Article 9 – The Board consists of at least five, at most nine members including the general manager or his representative as a natural member. 

THE TERM OF THE BOARD OF DIRECTORS

Article 10 – The board members, excluding general manager, are elected for three years. The members whose terms come to an end can be elected again. The board elects a new member and submits it to the approval of the General Assembly  if a member quits.

The General Assembly can change the members of the Board of Directors if necessary.

BOARD OF DIRECTORS’ MEETINGS

Article 11 – Board of Directors meets whenever it is necessary for the company.

The Board of Directors meets with the majority of the members and takes its decisions with the majority of the members present. This rule also applies if the meeting is held in an electronical environment.

The eligible individuals those can attend the meetings can also joing these meetings if the meetings are held in an electronical environment parallel to the Article No 1527 of the Turkish Commercial Code. The company shall provide the appropriate environment for the stakeholders willing to join these electronic meetings parallel to the announcement procedures. The company can either establish the Electronic Meeting System itself or purchase a system already established for this purpose. The company will provide the stakeholders to utilize their legislative rights by either establishing the electronic system or by purchasing the electronic system in accordance with this clause of the primary contract.

REPRESENTATION AND BINDING

Article 12-  The Board of Directors is responsible for neatly and delicately performing the tasks those are assigned by the General Assembly and for honestly protecting the company’s legal benefits and advantages.

The company is represented and binded by the Board of Directors. For the documents those are prepared or signed by the company to be valid, these documents shall be signed by the individuals having the authority to sign and shall be signed under the company’s corporate name.

The Board of Directors may assign the management authority partly or totally to one or more than one board member, executive director or directors or to another individual save for the untransferable authorities specified in the Article No 375 of the Turkish Commercial Code.

THE AUTHORITIES OF THE BOARD OF DIRECTORS

Article 13 – The Board of Directors is fully authorised to render decisions for all the issues other than the issues defined by Law No 6361 – Code for Leasing, Factoring, Financing Companies and related regulations and this primary contract.

AUDITORS

Article 14 – The auditing of the company is made subject to the Turkish Commercial Code and related legislation.

GENERAL ASSEMBLY 

Article 15 – The General Assembly meets in ordinary or extraordinary occasions. The ordinary Assembly meets in the first three months period after the fiscal year is closed. The ordinary Assembly meets at least one time in each year and in these meetings the topics prepared by the Board of Directors are discussed and decisions are rendered parallel with Article No 409 of the Turkish Commercial Code. The extraordinary Assembly meets when it is necessary for the company.

Turkish Commercial Code and Capital Markets Board’s related clauses are applied in respect of General Assembly calls.

The General Assemblies are held in the headquarters of the company or in a available place of the city where the company is located.

The eligible individuals those can attend the meetings can also joing these meetings if the meetings are held in an electronical environment parallel to the Article No 1527 of the Turkish Commercial Code. The company shall provide the appropriate environment for the stakeholders willing to join these electronic meetings parallel to the announcement procedures. The company can either establish the Electronic Meeting System itself or purchase a system already established for this purpose. The company will provide the stakeholders to utilize their legislative rights by either establishing the electronic system or by purchasing the electronic system in accordance with this clause of the primary contract.

ADVERTISEMENT

Article 16 – Turkish Commercial Code, Securities Exchange Act and related legislations are applied when the company decides to put in an advertisement.

The advertisements belonging to the company are published through a newspaper which is located in the company's headquarter save for the 1524. judgement of Law No 35 Article No 4 of Turkish Commercial Code. If no newspaper is current on the spot, thr advertisement is published through the closest newspaper. 

ATTENDANCE OF A MINISTERIAL REPRESENTATIVE TO THE MEETINGS

Article 17 – The attendance of a ministerial representative to the meetings is obligatory, either the meeting is ordinary or extraordinary. Otherwise the decisions taken will not be effective.

Representatives of other organizations, anticipated by legal legislations or whose attendances are obligatory, are also notified about the General Assembly.

RIGHT TO VOTE AND HOW TO VOTE

Article 18 – For each share possessed or represented by the shareholders or their representatives attending the ordinary or extraordinary meetings, will have one vote right.

In the General Assembly, the shareholders can select representatives for themselves from among the other shareholders or external individuals. The representatives those are also shareholders of the company have the authority to vote for individuals they represent besides themselves.

The voting transaction is done by raising hands in the General Assembly.

In the case of a request of a shareholder having majority capital, the voting transaction may lead to secret voting.

The clauses are protected if the voting transaction takes place in an electronic environment.  

THE MEETING AND DECISION QUORUM

Article 19 – The General Assembly meetings and the decision quorums of these meetings are subject to Turkish Commercial Code save as otherwise provided.

CHAIRMAN OF THE GENERAL ASSEMBLY AND OPINION PROCEDURE

Article 20 – The chairman of the Board, in absentia deputy chairman of the board, in absentia an individual chosen by the majority leads the General Assembly meetings. The chairman provides the duly flow of the meeting and duly recording of the meeting notes parallel with the law and primary contract. 

The shareholder with the most shares and also present in the General Assembly collects the votes.

A table including the names, shares and votes of the shareholders or their representatives those are present in the General Assembly are signed by the individuals present, entered to records and kept for possible necessary actions.

GENERAL MANAGER AND ITS REPRESENTATIVE


Article 21 – General Manager and its representative are appointed by the board among the candidates holding the qualifications stated in Law No 6361 – Code for Leasing, Factoring, Financing Companies and related regulations

FISCAL YEAR AND ORGANIZATION OF RECORDS

Article 22 – The fiscal year of the company starts with the first day of January and ends at the last day of December. 

Company respects the procedures and rules of Banking Regulation and Supervision Agency and keeps its books and records accordingly.

Financial Tables and Reports those are expected by Capital Markets Board (SPK) and Banking Regulation and Supervision Agency (BDDK) and fully applicable with Capital Markets Board (SPK) Banking Regulation and Supervision Agency (BDDK) rules and procedures are sent to Capital Markets Board (SPK) Banking Regulation and Supervision Agency (BDDK).

THE PROFIT DISTRIBUTION

Article 23 – The overplus volume that is left over after the deduction of general expenses, miscellaneous amortizations those are paid or spared essentially by the company and taxes those are paid by the company’s legal personality from the income represents the net profit.

After the deduction of last year’s expenses from the net profit, and from the balance remaining

a. 5% is set up for reserves and statutory reserves.

b. After the statutory reserves are set up, first class dividends are set up from the remaining balance in parallel with the ratios and balance Capital Markets Board (SPK) defined.

c. The 10% of company’s net profit may be distributed to board members, company managers or personel if this transaction does not harm the first degree dividends. The formation and timing of the distribution will be defined in accordance with the applications of Capital Markets Board. 5% of dividends are distributed among stakeholders after 5% of the net profit is set up for first class reserves. Later, 10% of the volume distributed to stakeholders and individuals taking part in the profit is set up as second class dividends parallel to the Law No 519 Article No 4 of Turkish Commercial Code.

d. The General Assembly can decide to distribute dividends - by majority of votes - from the profit using the non regulatory precautions of the Law No 519 and 522 of the Turkish Commercial Code if the distributable net profit is less than the first class dividend volume that the Capital Markets Board defined or if the fiscal year is closed with a loss.

e. After the declared amounts in a,b,c clauses are deducted, The General Assembly decides the remaining amount either to be distributed partially or completely as second class dividends, to be included on the reserves due to the Law and primary contract, to be set up for contingency reserves or left inside the balance sheet as the profit of the previous year. Unless the legal provisionary reserves and the first class dividens subject to the primary contract are distributed, the General Assembly can not decide on, distributing any other reserves, transferring profit to the next year, distributing shares of profit to Board Members, employees, workers, foundations or any kinds of individuals or institutions alike.

f. Dividends are distributed equally among the actual shares disregarding the issuing or acquisiton dates of these shares.

g. After the legal reserves and the dividends of the shareholders are deducted, the 1% of the remaining profit – on condition that it does not exceed 1% – can be donated to organizations or foundations by the board parallel to the regulations of the Capital Markets Board.

COMPANY’S OBLIGATION TO GIVE INFORMATION

Article 24 – The regulatory framework of the Banking Regulation and Supervision Agency (BDDK) is followed in respect of sharing company’s balance sheets and income statements with related authorities.

Additionally, the company prepares and sends the compulsory and necessary reports which are fully applicable with Banking Regulation and Supervision Agency regulations to Banking Regulation and Supervision Agency (BDDK). 

OTHER ISSUES
Article 25 – The issues those are not covered by the primary contract will be under the Turkish Commercial Code, Code for Leasing – Factoring and Financing Companies, Securities Exchange Act, Corporate Governance Principles, other related Laws and Legislations and regulations and notifications depending on them. 

 

 

Ticaret Sicil Gazetesi 27 Eylül 2016 Sayı:9163
Ticaret Sicil Gazetesi 15 Haziran 2016 Sayı: 9097
Ticaret Sicil Gazetesi 7 Mart 2014 Sayı: 8423
Ticaret Sicil Gazetesi 12 Haziran 2013 Sayı: 8340
Ticaret Sicil Gazetesi 24 Aralık 2007 Sayı: 6962
Ticaret Sicil Gazetesi 5 Ağustos 2004 Sayı: 6108
Ticaret Sicil Gazetesi 2 Temmuz 2003 Sayı: 5832
Ticaret Sicil Gazetesi 4 Ekim 2000 Sayı: 5649
Ticaret Sicil Gazetesi 2 Ağustos 2000 Sayı: 5101
Ticaret Sicil Gazetesi 2 Kasım 1999 Sayı: 4910
Ticaret Sicil Gazetesi 16 Eylül 1997 Sayı: 4377
Ticaret Sicil Gazetesi 8 Nisan 1996 Sayı: 4014
Ticaret Sicil Gazetesi 14 Temmuz 1994 Sayı: 3828
Ticaret Sicil Gazetesi 13 Mayıs 1994 Sayı: 3532
Ticaret Sicil Gazetesi 3 Aralık 1993 Sayı: 3419
Ticaret Sicil Gazetesi 23 Mart 1993 Sayı: 3247
Ticaret Sicil Gazetesi 26 Mart 1992 Sayı: 2996
Ticaret Sicil Gazetesi 8 Mart 1991 Sayı: 2732
Ticaret Sicil Gazetesi 5 Mart 1991 Sayı: 2729

 

 

Bağımsız Denetçiler

Ünvanı Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.
Adresi Merkez Adresi Kavacık Rüzgarlı Bahçe Mah. Kavak Sok. No:29 34805
  Beykoz İstanbul TÜRKİYE
Telefon +90 (216) 681 9000
Fax +90 (216) 681 9090
Web adresi www.kpmg.com
 
 

Ticaret Tescili - MERSİS

Ünvanı Garanti Finansal Kiralama A.Ş.
Adresi Maslak Mahallesi Eski Büyükdere Caddesi No:23
  Sarıyer / İstanbul
Ticaret Sicil Numarası 269116
MERSİS Numarası 0389000634800012
Bağlı Bulunduğu Ticaret Odası İSTANBUL

 

Call You