Common use of Meetings of the Board of Directors Clause in Contracts

Meetings of the Board of Directors. Article 28 - The Board of Directors shall hold their meetings at least once a month at the address where the Head Office is located. The Board of Directors may also hold meetings in any other suitable place, provided that more than one-half of the Board members concur. The meetings of Board of Directors may also be held electronically. Those entitled to attend the meetings of the Board of Directors may attend these meetings electronically in line with Article 1527 of Turkish Commercial Code. The Bank may set up an electronic meeting system, which allows those entitled to attend the meetings and vote electronically under the provisions of Communiqué on Electronic Meetings of Commercial Companies other than the General Assembly Meetings of Joint-Stock Companies by Electronic Means, or buy such systems developed for this purpose. At the meetings to be held, pursuant to this provision of the Articles of Incorporation, it shall be ensured that those entitled will be able to exercise their rights specified in the relevant legislation via the system established or the system to be purchased from support service providers as set out in the said Regulation. The presence of more than one-half of the Board members is required for the validity of the meetings. Resolution shall be adopted by the majority of the members present; in the event of an equality of the votes, the matter shall be postponed until the subsequent meeting; should the votes again be equal, the proposal in question shall be considered as rejected. Resolutions taken by the Board of Directors are transcribed into the Book of Resolutions of the Board of Directors in accordance with the legislation and it shall be signed by the members present at the meeting. Dissenting members are bound to specify the motives of their dissent and to sign the Book. Should it be necessary to make full or partial copies of the resolutions, they shall be required to carry the signature of the Chairman in order to be valid so far as third parties are concerned. Any member who is absent from the meetings of the Board for three consecutive months without a leave from the Board of Directors, shall be deemed to have resigned. Chairmanship

Meetings of the Board of Directors. Article 28 - The Board of Directors shall hold their regular meetings on at least once a month at quarterly basis. In addition, each member of the address where the Head Office is located. The Board of Directors may also hold meetings in any shall be available at all reasonable times to consult with other suitable place, provided that more than one-half members of the Board members concurof Directors on matters relating to the duties of the Board of Directors. The meetings Meetings of the Board of Directors may also shall be held electronicallyat the call of the Chairman of the Board of Directors, the Chief Executive Officer, or any two (2) members of the Board of Directors requesting such meeting through such Chairman, upon not less than ten (10) business days written or telephonic notice to the members of the Board of Directors, such notice specifying all matters to come before the Board of Directors for action at such meeting. Those entitled The presence of any member of the Board of Directors at a meeting shall constitute a waiver of notice of the meeting with respect to attend such member. The members of the meetings Board of Directors may, at their election, participate in any regular or special meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. A member’s participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement. A majority of the members of the Board of Directors shall constitute a quorum of the Board of Directors. Members of the Board of Directors may attend these meetings electronically vote in line with Article 1527 of Turkish Commercial Codeperson or by proxy at such meeting. The Bank Notwithstanding anything to the contrary in this Agreement, any action that may set up an electronic be taken at a meeting system, which allows those entitled to attend the meetings and vote electronically under the provisions of Communiqué on Electronic Meetings of Commercial Companies other than the General Assembly Meetings of Joint-Stock Companies by Electronic Means, or buy such systems developed for this purpose. At the meetings to be held, pursuant to this provision of the Articles of Incorporation, it shall be ensured that those entitled will be able to exercise their rights specified in the relevant legislation via the system established or the system to be purchased from support service providers as set out in the said Regulation. The presence of more than one-half of the Board members is required for the validity of the meetings. Resolution shall be adopted by the majority of the members present; in the event of an equality of the votes, the matter shall be postponed until the subsequent meeting; should the votes again be equal, the proposal in question shall be considered as rejected. Resolutions taken by the Board of Directors are transcribed into the Book of Resolutions of the Board of Directors may be taken without a meeting if a consent in accordance with writing setting forth the legislation and it shall be signed action so taken is executed by the members present at the meeting. Dissenting members are bound to specify the motives requisite number and category of their dissent and to sign the Book. Should it Directors that would be necessary to make full or partial copies of the resolutions, they shall be required to carry the signature of the Chairman in order to be valid so far as third parties are concerned. Any member who is absent from the meetings approve such action at a meeting of the Board for three consecutive months of Directors duly called, which consent may be executed in multiple counterparts and by facsimile. In the event any action is taken pursuant to this Section 12.3, it shall not be necessary to comply with any notice or timing requirements set forth in this Section 12.3. Prompt written notice of the taking of action without a leave from meeting shall be given to the members of the Board of Directors, shall be deemed Directors who have not consented in writing to have resigned. Chairmanshipsuch action.

Meetings of the Board of Directors. Article 28 - The Board of Directors shall hold their meetings at least once a month at the address where the Head Office is located. The Board of Directors may also hold meetings in any other suitable place, provided that more than one-half of the Board members concur. The meetings of Board of Directors may also be held electronically. Those entitled to attend the meetings of the Board of Directors may attend these meetings electronically in line with Article 1527 of Turkish Commercial Code. The Bank may set up an electronic meeting system, which allows those entitled to attend the meetings and vote electronically under the provisions of Communiqué on Electronic Meetings of Commercial Companies other than the General Assembly Meetings &RPPXQLTXp RQ (OHFWURQLF 0HHWLQJV RI &RPPHUFLDO &R of Joint-Stock Companies by Electronic Means, or buy such systems developed for this purpose. At the meetings to be held, pursuant to this provision of the Articles of Incorporation, it shall be ensured that those entitled will be able to exercise their rights specified in the relevant legislation via the system established or the system to be purchased from support service providers as set out in the said Regulation. The presence of more than one-half of the Board members is required for the validity of the meetings. Resolution shall be adopted by the majority of the members present; in the event of an equality of the votes, the matter shall be postponed until the subsequent meeting; should the votes again be equal, the proposal in question shall be considered as rejected. Resolutions taken by the Board of Directors are transcribed into the Book of Resolutions of the Board of Directors in accordance with the legislation and it shall be signed by the members present at the meeting. Dissenting members are bound to specify the motives of their dissent and to sign the Book. Should it be necessary to make full or partial copies of the resolutions, they shall be required to carry the signature of the Chairman in order to be valid so far as third parties are concerned. Any member who is absent from the meetings of the Board for three consecutive months without a leave from the Board of Directors, shall be deemed to have resigned. Chairmanship

Meetings of the Board of Directors. Article 28 - (a) The Board of Directors shall hold their regular meetings at least no less frequently than once a month at every Fiscal Quarter and shall establish meeting times, dates and places and requisite notice requirements (not shorter than those provided in Section 5.2(b)) and adopt rules or procedures consistent with the address where terms of this Agreement. Unless otherwise approved by the Head Office is located. The Board of Directors, each regular meeting of the Board of Directors may also hold meetings in any other suitable placewill be held at a location specified on an alternating basis first, provided that more than one-half by those Directors designated by ADM Polymer Corporation, next by those Directors designated by MBX, etc. for the convenience of the Board members concurDirectors specifying the location. The If the Directors designated by a Member and having the right to specify the location do not so specify, the meeting will be held at the Joint Sales Company's principal place of business. At such meetings of the Board of Directors shall transact * CONFIDENTIAL TREATMENT REQUESTED such business as may also properly be held electronicallybrought before the meeting, whether or not notice of such meeting referenced the action taken at such meeting. Those entitled to attend the At all meetings of the Board of Directors, the participation of at least one Director appointed by each of ADM Polymer Corporation and MBX shall constitute a quorum. Each Director shall have one vote on all matters before the Board of Directors; provided, however, that the Director appointed by each of ADM Polymer Corporation and MBX present at any meeting shall have the authority to cast the votes of any of such Party's appointed Directors may attend these meetings electronically in line with Article 1527 of Turkish Commercial Codewho are absent from the meeting. The Bank may set up an electronic meeting system, which allows those entitled to attend the meetings and vote electronically under the provisions act of Communiqué on Electronic Meetings of Commercial Companies other than the General Assembly Meetings of Joint-Stock Companies by Electronic Means, or buy such systems developed for this purpose. At the meetings to be held, pursuant to this provision of the Articles of Incorporation, it shall be ensured that those entitled will be able to exercise their rights specified in the relevant legislation via the system established or the system to be purchased from support service providers as set out in the said Regulation. The presence of more than one-half of the Board members is required for the validity of the meetings. Resolution shall be adopted by the a majority of the members present; in the event of an equality of the votes, the matter Directors present at any meeting at which a quorum is present shall be postponed until the subsequent meeting; should the votes again be equal, the proposal in question shall be considered as rejected. Resolutions taken by the Board act of Directors are transcribed into the Book of Resolutions of the Board of Directors in accordance with the legislation and it shall be signed by the members present at the meeting. Dissenting members are bound to specify the motives of their dissent and to sign the Book. Should it be necessary to make full or partial copies of the resolutions, they shall be required to carry the signature of the Chairman in order to be valid so far as third parties are concerned. Any member who is absent from the meetings of the Board for three consecutive months without a leave from the Board of Directors, unless by express provision of the Act, or of this Agreement, a different vote is required, in which case such express provision shall be deemed govern and control. In the absence of a quorum, a majority of the Directors present at any meeting may, without notice other than announcement at the meeting, adjourn such meeting from time to have resignedtime until a quorum is present. ChairmanshipA Director may appoint in writing an alternate to act in such Director's absence at any meetings of the Board of Directors.

Meetings of the Board of Directors. Article 28 - The Board of Directors shall hold their meetings meet from time to time, but at least once quarterly. The first meeting of the fiscal year shall be the annual meeting. The date, place and time of any regular meeting shall be scheduled by the Board Chair and the notice of same shall be given to each Director with sufficient notice to facilitate her/his attendance in a month at manner consistent with the address where open meeting law. Written notice of all meetings, including agendas, shall be posted and in all other ways shall comply with the Head Office is locatedprovisions of the Open Meeting Laws (X.X. x. 30A, §§ 18-25) and the Public Records Law (X.X. x. 66), as amended from time to time. The Board of Directors shall schedule and hold such additional meetings as may also hold meetings in be deemed necessary from time to time. If, for any other suitable placereason, provided that more than one-half of the Board members concurChair is unavailable or unable to fulfill these functions, or to chair a meeting, the Vice Chair shall fulfill these duties. The meetings of Board of Directors may also A meeting shall be held electronically. Those entitled called upon the written request to attend the meetings of the Board of Directors may attend these meetings electronically in line with Article 1527 of Turkish Commercial Codetwo of the Participating Communities. The Bank Board shall designate an individual present at its meetings to keep minutes of all regular and special meetings. A copy of the approved minutes shall be provided within ten (10) business days after approval to each Director and to the Town Clerk in each Participating Community, as well as to any member of the public requesting same. The Board may set up an electronic meeting system, which allows those entitled to attend the adopt such rules for conducting meetings and vote electronically under the provisions of Communiqué on Electronic Meetings of Commercial Companies other than the General Assembly Meetings of Joint-Stock Companies by Electronic Means, or buy such systems developed for this purpose. At the meetings business as it determines to be heldnecessary and appropriate. In the absence of rules to the contrary, pursuant to this provision common law principles for the operation of the Articles of Incorporation, it shall meetings may be ensured that those entitled will be able to exercise their rights specified in the relevant legislation via the system established or the system to be purchased from support service providers as set out in the said Regulationrelied upon. The presence failure to follow such rules shall not affect the validity of more than one-half any action by the Board which is otherwise legal and consistent with this District Agreement. The Board may suspend its rules if and when it deems appropriate. The quorum for a meeting of the Board members is required for the validity shall consist of fifty per cent (50%) of the meetingsauthorized representatives of the Participating Communities plus one (1). Resolution shall be adopted by the The act of at least a majority of the members present; in the event of an equality entire Board of the votes, the matter shall be postponed until the subsequent meeting; should the votes again be equal, the proposal in question shall be considered as rejected. Resolutions taken by the Board of then Directors are transcribed into the Book of Resolutions of the Board of Directors in accordance with the legislation and it shall be signed by the members present at the meeting. Dissenting members are bound to specify the motives of (or their dissent and to sign the Book. Should it be necessary to make full or partial copies of the resolutions, they alternates) shall be required to carry deem the signature of the Chairman in order act to be valid so far as third parties are concerned. Any member who is absent from the meetings an action of the Board for three consecutive months without valid and binding on the Participating Communities ,except as provided elsewhere in this District Agreement. Each Director shall have an equal vote. The Participating Communities intend by this Section to require at least a leave from majority in number of the then current Directors (or alternates) to approve any matter before the Board that relates to the administration, use, and operation of Directors, shall be deemed the Dispatch District and Center and the services provided pursuant to have resignedthis District Agreement. ChairmanshipDifferent voting requirements are set out in those specific circumstances where a different quantum of vote is required.

Meetings of the Board of Directors. Article 28 - The Board of Directors shall hold their meetings meet from time to time, but at least once in each fiscal quarter. The first meeting of the fiscal year shall be the annual meeting. The date, place and time of any regular meeting shall be scheduled by the Chair and the notice of same shall be given to each Director with sufficient notice to facilitate her/his attendance in a month at manner consistent with the address where open meeting law. Written notice of all meetings, including agendas, shall be posted and in all other ways shall comply with the Head Office is locatedprovisions of the Open Meeting Laws (X.X. x. 30A, §§18-25) and the Public Records Law (X.X. x. 66), as amended from time to time. The Board shall schedule and hold such additional meetings as may be deemed necessary from time to time. If, for any reason, the Chair is unavailable or unable to fulfill these functions, or to preside over a meeting, the Vice Chair shall fulfill these duties. A meeting shall be called upon the written request to the Chair of Directors may also hold two (2) or more Directors. The Board shall designate an individual present at its meetings in any other suitable place, provided that more than one-half to keep minutes of all regular and special meetings. A copy of the Board members concurapproved minutes shall be provided within ten (10) business days after approval to each Director and to the Town Clerk in each Participating Community, as well as to any member of the public requesting same. The Board may adopt such rules for conducting meetings and other business as it determines to be necessary and appropriate. In the absence of rules to the contrary, common law principles for the operation of meetings may be relied upon. The failure to follow such rules shall not affect the validity of any action by the Board of Directors which is otherwise legal and consistent with this District Agreement. The Board may also be held electronicallysuspend its rules if and when it deems appropriate. Those entitled to attend the meetings A majority of the Board of Directors may attend these meetings electronically in line with Article 1527 shall constitute a quorum, and the affirmative vote of Turkish Commercial Code. The Bank may set up an electronic meeting system, which allows those entitled to attend the meetings and vote electronically under the provisions at least a majority of Communiqué on Electronic Meetings of Commercial Companies other than the General Assembly Meetings of Joint-Stock Companies by Electronic Means, or buy such systems developed for this purpose. At the meetings to be held, pursuant to this provision of the Articles of Incorporation, it shall be ensured that those entitled will be able to exercise their rights specified in the relevant legislation via the system established or the system to be purchased from support service providers as set out in the said Regulation. The presence of more than one-half of the Board members is required for the validity of the meetings. Resolution shall be adopted by the majority all of the members present; in the event of an equality of the votes, the matter shall be postponed until the subsequent meeting; should the votes again be equal, the proposal in question shall be considered as rejected. Resolutions taken by the Board of Directors are transcribed into the Book of Resolutions of the Board of Directors in accordance with the legislation and it shall be signed by the members present at the meeting. Dissenting members are bound to specify the motives of (or their dissent and to sign the Book. Should it be necessary to make full or partial copies of the resolutions, they alternates) shall be required to carry the signature approve any action of the Chairman in order to be valid so far as third parties are concerned. Any member who is absent from the meetings of the Board for three consecutive months without a leave from the Board of Directors, except as provided elsewhere in this District Agreement. Each Director (or their alternate) shall be deemed to have resigned. Chairmanshipan equal vote.

Meetings of the Board of Directors. Article 28 - (a) The Board shall meet not less than once in each consecutive six (6) months in such places as the Board shall designate from time to time. A meeting of Directors shall hold their meetings at least once a month at the address where Board may be called by the Head Office is located. The Board of Directors may also hold meetings in any other suitable placeChairman, provided that more or by not less than one-half third (1/3) of the Board members concur. The meetings of Board of Directors may also be held electronically. Those entitled then in office, on no less than twenty (20) days’ prior written notice (together with an email notice to attend the meetings any Party who has appointed a Director then in office) of the Board time, place and agenda of the meeting (the “Meeting Notice”). On the date that is seven (7) days prior to the scheduled time of such meeting, the Chairman or Directors may calling such meeting shall send a second notice setting forth the time, place and agenda of the meeting (the “Second Meeting Notice”) to each Director (together with an email notice to the Party who appointed such Director) who has not confirmed in writing that he will attend these meetings electronically in line with Article 1527 of Turkish Commercial Codesuch meeting. The Bank may set up an electronic meeting systemQuestions arising at any meeting, which allows those entitled to attend the meetings and vote electronically under the provisions of Communiqué on Electronic Meetings of Commercial Companies other than the General Assembly Meetings of Joint-Stock Companies by Electronic Meansmatters set forth in Section 3.2 and Section 3.3, or buy such systems developed for this purpose. At the meetings to be held, pursuant to this provision of the Articles of Incorporation, it shall be ensured that those entitled will be able to exercise their rights specified decided by a majority of votes and in the relevant legislation via the system established or the system to be purchased from support service providers as set out in the said Regulation. The presence of more than one-half of the Board members is required for the validity of the meetings. Resolution shall be adopted by the majority of the members present; in the event case of an equality of votes the votesresolution shall fail. The Chairman shall prepare or cause to be prepared the agenda of the meeting of the Board. No later than the date that is ten (10) days prior to the scheduled time of such meeting, the matter Chairman or Directors calling such meeting shall send the relevant documents with respect to such scheduled meeting, if any and to the extent reasonably practicable, to each Director. If the Meeting Notice or the Second Meeting Notice with respect to such scheduled meeting has not been duly and timely delivered to any Director, unless such Director has attended such meeting or has sent a written notice to the Chairman or Directors calling such meeting confirming such Director will not attend such meeting, any resolution passed on such board meeting shall be postponed until invalid. Any board meeting of the subsequent meeting; should the votes again be equal, the proposal in question Company shall be considered as rejected. Resolutions taken held in the office of the Company or other places decided by the Board of Chairman. The Directors are transcribed into the Book of Resolutions may participate in any meeting of the Board by means of Directors video conference, teleconference or other similar communications equipment by means of which all persons participating in accordance with the legislation meeting can hear each other and it such participation shall be signed by the members present constitute such Director’s presence in person at the meeting. Dissenting members are bound Subject to specify the motives of their dissent applicable Laws, each Director may appoint an alternate to attend any Board meeting, and such alternate shall be permitted to sign the Book. Should it be necessary to make full or partial copies attend all Board meetings and vote on behalf of the resolutions, they shall be required to carry the signature of the Chairman in order to be valid so far Director for whom she or he is serving as third parties are concerned. Any member who is absent from the meetings of the Board for three consecutive months without a leave from the Board of Directors, shall be deemed to have resigned. Chairmanshipan alternate.

Meetings of the Board of Directors. Article 28 - The Board of Directors shall hold their meetings at least once a month at the address where the Head Office is located. The Board of Directors may also hold appoint from among its members a chairperson (the “Chairperson”). X00000000 The Board of Directors will meet upon call by the Chairperson or by any Director in accordance with the provisions of this article 14. The Chairperson will preside over all meetings in any other suitable place, provided that more than one-half of the Board members concur. The meetings of Directors, except that in the absence of the Chairperson, the Board of Directors may also be held electronicallyappoint another Director as chairperson for the relevant meeting by a majority of the votes of the Directors present or represented at such meeting. Those Except in case of urgency or with the prior consent of all those entitled to attend attend, which consent shall be recorded in the minutes of the meeting at least forty-eight (48) hours’ written notice of meetings of the Board of Directors may attend these meetings electronically shall be given in line with Article 1527 writing and transmitted by any means of Turkish Commercial Codecommunication allowing for the transmission of a written text. Any such notice shall specify the time and the place of the meeting, as well as the agenda and the nature of the business to be resolved upon. The Bank notice may set up an electronic meeting system, be waived by properly documented consent of each Director which allows those entitled to attend consent shall be recorded in the meetings and vote electronically under the provisions of Communiqué on Electronic Meetings of Commercial Companies other than the General Assembly Meetings of Joint-Stock Companies by Electronic Means, or buy such systems developed for this purpose. At the meetings to be held, pursuant to this provision minutes of the Articles of Incorporation, it shall be ensured that those entitled will be able to exercise their rights meeting. No separate notice is required for meetings held at times and places specified in the relevant legislation via the system established or the system to be purchased from support service providers as set out in the said Regulation. The presence of more than one-half a time schedule previously adopted by resolution of the Board members is required for the validity of the meetingsDirectors. Resolution shall be adopted by the majority The meetings of the members present; in the event of an equality of the votes, the matter shall be postponed until the subsequent meeting; should the votes again be equal, the proposal in question shall be considered as rejected. Resolutions taken by the Board of Directors are transcribed into shall be held in Luxembourg or at such other place as the Book Board of Directors may from time to time determine. Any Director may be represented at any meeting of the Board of Directors by appointing in writing, transmitted by any means of communication allowing for the transmission of a written text, another Director as his proxy. Any Director may represent one or more Directors. The quorum for a valid meeting of the Board of Directors shall be the presence or the representation of at least half (1/2) of the Directors. When the rules of a foreign stock exchange require that, at least once a year, only independent directors of the Company may hold a meeting of the Board of Directors, the quorum required for a meeting of the Board of Directors can be disregarded and the independent directors must all be present or represented at such meeting. The independent directors may appoint a chairman pro tempore at such meetings. Resolutions of the Board of Directors in accordance a meeting will be taken by a majority of the votes of the Directors present or represented at such meeting. The Chairperson shall have no casting vote in case of a tie. Directors may participate in a meeting by conference call, videoconference or any other similar means of communication enabling thus several persons participating therein to simultaneously communicate with each other on a continuous basis. A meeting held using such means of communication is deemed to have taken place at the legislation and it shall be Company’s registered office. A written resolution, signed by all the members present Directors and transmitted by any means of communication allowing for the transmission of a written text, is proper and valid as though it had been adopted at the meeting. Dissenting members are bound to specify the motives of their dissent and to sign the Book. Should it be necessary to make full or partial copies of the resolutions, they shall be required to carry the signature of the Chairman in order to be valid so far as third parties are concerned. Any member who is absent from the meetings a meeting of the Board for three consecutive months without of Directors which was duly convened and held. Such a leave from resolution may be documented in a single document or in several separate documents having the Board same content and each of them signed by one or several Directors, shall be . A written resolution passed in this way is deemed to have resigned. Chairmanshipbeen taken at the Company’s registered office.

Meetings of the Board of Directors. Article 28 - (a) The Board of Directors of JVCO shall hold their regular quarterly meetings at least once a month at to review (i) the address where Annual Budget of JVCO and its Subsidiaries, (ii) the Head Office is located. The actual expenses and revenues of JVCO and its Subsidiaries relative to the Annual Budget, and (iii) such other matters as the Board of Directors may also hold meetings in any other suitable placedeem appropriate, provided that more than one-half of at such reasonable times and places as shall be designated by the Board members concurof Directors. The meetings of Nothing in this Agreement shall limit the Board of Directors may also be held electronicallyin establishing more frequent regular meetings. Those entitled to attend Unless otherwise approved by the Board of Directors by a Supermajority Vote, all meetings of the Board of Directors may attend these meetings electronically shall be held at the offices of JVCO (or any of its Subsidiaries) in line with Article 1527 of Turkish Commercial CodeChina. The Bank may set up Board of Directors shall establish an electronic meeting system, which allows those entitled to attend the meetings annual schedule (time and vote electronically under the provisions of Communiqué on Electronic Meetings of Commercial Companies other than the General Assembly Meetings of Joint-Stock Companies by Electronic Means, or buy such systems developed for this purpose. At the meetings to be held, pursuant to this provision place) of the Articles of Incorporation, it shall be ensured that those entitled will be able to exercise their rights specified in the relevant legislation via the system established or the system to be purchased from support service providers as set out in the said Regulation. The presence of more than one-half regular meetings of the Board members is required of Directors, giving due regard for the validity availability of each Director. (b) Any member of the meetingsBoard of Directors may call a special meeting of the Board of Directors on at least five Business Days’ prior written notice to all other members of the Board of Directors stating the agenda thereof. Resolution (c) Any member of the Board of Directors may waive, on behalf of himself or any other Directors of the same Class, notice of a meeting, in writing, before, at or after the meeting. The attendance of any Director at any meeting of the Board of Directors shall constitute a waiver of notice of such meeting by such Director and any other Directors of the same Class, except where such member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not properly called or convened. (d) Any member of the Board of Directors (or any committee thereof) may, and shall be adopted entitled to, participate in a meeting of the Board of Directors (or such committee), by means of conference telephone or similar communications equipment, through which all persons 14 participating in the meeting can hear each other, and such participation in a meeting shall constitute attendance in person at such meeting; provided, however, that (i) prior to January 1, 2013, all regular meetings of the Board of Directors shall be In-Person Meetings and (ii) from and after January 1, 2013 at least two (2) regular meetings in each Financial Year shall be In-Person Meetings. As used herein, an “In-Person Meeting” is a meeting of the Board of Directors at which a majority of the members present; Directors of each Class is present in the event of an equality person rather than by telephone or other electronics communication equipment. JVCO shall make available appropriate conference telephone and/or video conference capabilities and provide to each Director for this purpose appropriate call-in information (or other appropriate information to permit any such Director to participate by such means in a reasonably convenient manner). (e) A resolution in writing, signed or consented to in writing by all of the votesmembers of the Board of Directors (or of any committee) then in office, the matter provided that there shall be postponed until the subsequent meeting; should the votes again be equalat least one (1) Director of each Class then in office, the proposal in question shall be considered as rejectedvalid and effectual as if it has been passed at a meeting of the Board of Directors (or committee) duly convened and held. Resolutions taken Any such resolution may consist of several documents in like form, each signed by one or more Directors (or committee members) and such consent may be given by email. (f) All actions by the Board of Directors are transcribed into shall be reflected in minutes of the Book meeting kept by the Recording Secretary (who need not be a member of Resolutions the Board of Directors) designated by action of the Board of Directors, which minutes will be furnished to each Director within 30 days after the date of such meeting by such Recording Secretary. (g) Each Director may communicate to the Shareholder that designated such Director any information acquired by such Director in relation to JVCO and its Subsidiaries, subject always to the Shareholders’ duty of confidentiality contained in Section 7.02, and no such communication of information shall be considered a breach of any fiduciary or other duty of such Director to JVCO, any Subsidiary or any Shareholder. (h) The Board of Directors of JVCO shall appoint a Chairman of the Board of JVCO, who (unless otherwise approved by the Board of Directors) shall be an FSPV Director) and a Vice Chairman of the Board of JVCO who (unless otherwise approved by the CMH Directors) shall be a CMH Director. The Chairman of the Board shall have the authority to call meetings of the Board of Directors in accordance with the legislation of JVCO and it shall be signed by the members present preside at the meeting. Dissenting members are bound to specify the motives of their dissent and to sign the Book. Should it be necessary to make full or partial copies of the resolutions, they shall be required to carry the signature of the Chairman in order to be valid so far as third parties are concerned. Any member who is absent from the all meetings of the Board for three consecutive months without of Directors. The Vice Chairman shall have the authority to call meetings of the Board of Directors and shall otherwise perform the duties of the Chairman of the Board in the absence of the Chairman of the Board. (i) The legal representative, if applicable, of each JV Company shall: (i) in the case of JVCO, be appointed by the Board of Directors of JVCO by majority vote, (ii) in the case of any Upper Tier Subsidiary or other JV Company having a leave from Governing Board, be appointed by such Governing Board by majority vote and (iii) in the case of any JV Company not having a Board of Directors, be appointed by the Applicable Upper Tier Parent of such JV Company. 15 Section 3.05 Actions Requiring Approval of the Board of Directors by a Supermajority Vote. (a) Without limiting the other Minority Rights Provisions, the following actions of JVCO and its Subsidiaries shall not be taken or authorized without the approval of the Board of Directors of JVCO by a Supermajority Vote or, in the case of any Upper Tier Subsidiary or any Wholly-Owned Operational Subsidiary or Non-Wholly-Owned Company (as such terms are defined in Section 3.16) in which such Upper Tier Subsidiary holds shares or an equity interest, without the approval of the Board of Directors of JVCO by a Supermajority Vote or the approval of the Governing Board of such Upper Tier Subsidiary or the Applicable Upper Tier Parent of such Wholly-Owned Operational Subsidiary or Non-Wholly-Owned Company, in each case by a Supermajority Vote: (i) the approval of the Annual Budget and the Business Plan and any amendment thereof or any material deviation from the Annual Budget or Business Plan; (ii) the making of any loans or advances or extensions of credit by JVCO or any other JV Company (including loans to directors, officers and employees of any JV Company) other than extensions of credit to Third Party customers in respect of the purchase of goods or services by such Third Party customer in the ordinary course of business; (iii) the selection, appointment or removal of the outside legal counsel of any JV Company; (iv) engaging in any business other than the Business or in any operational activities not set forth in or contemplated by the Business Plan; (v) any material change in the nature of the business of the JV Companies, including any amendment of the business scope set forth in the business license of any PRC Subsidiary, and any decision to conduct any business other than the Business, and activities ancillary thereto; (vi) the incurrence of any Indebtedness for Borrowed Money that exceeds the aggregate amount of Indebtedness for Borrowed Money contemplated by any Annual Budget or Business Plan; (vii) the grant of any security or additional security for (A) any Indebtedness for Borrowed Money or (B) the performance of any other obligation; (viii) the making of any guarantee of any obligation of another Person (other than another JV Company); (ix) the making of any capital expenditures in any Financial Year in excess of the amounts provided for in the Annual Budget for such Financial Year where such unbudgeted capital expenditures in the aggregate exceed 10% of the aggregate amount of the capital expenditures provided for in such Annual Budget; 16 (x) entering into or making any contract, agreement, commitment or arrangement (including a collective bargaining agreement) involving aggregate expenditures by the JV Companies in any one year in excess of RMB10,000,000; (xi) the acquisition, by purchase or otherwise, of any business or any interest therein (including the purchase of any share or other equity securities of or interest in any business or the purchase of the assets of any business as an entirety or substantially as an entirety); (xii) the repurchase or redemption of any shares or other equity interest in any JV Company; (xiii) any change in the name of any JV Company; (xiv) any change in the location of the registered office of any JV Company; (xv) except for the Transaction Agreements and the transactions contemplated thereby, entering into, or amending, any contract, agreement, arrangement or transaction with (A) any Shareholder or Affiliate (that is not a natural person) of a Shareholder or (B) any Restricted Person, other than routine employment and employee benefit arrangements in the ordinary course of business; (xvi) any decision to appoint any Third Party to manage the operations of such JV Company or the establishment of any entrustment or similar arrangement with respect thereto (other than the Entrustment Agreements), it being understood that this clause shall not restrict the normal delegation of managerial authority to the Board of Directors of any JV Company, any committee of such Board of Directors, any officer, general manager or employee of any JV Company; (xvii) the commencement, abandonment or the settlement of any litigation or arbitration that (A) involves a dispute in excess of 5% of the consolidated net worth of the JV Companies or (B) involves a matter other than a collection matter, a personal injury matter or an employment matter; provided, however, that the Chief Executive Officer and the Chief Financial Officer of JVCO (acting jointly) shall have the right to authorize the commencement of any such litigation or arbitration prior to the receipt of approval of the Board of Directors or the Governing Board of the applicable Upper Tier Subsidiary or Applicable Upper Tier Parent in the event that time is of the essence in such litigation or arbitration, subject, however, to the requirement that the commencement of such litigation or arbitration be submitted to the Board of Directors or the Governing Board of the applicable Upper Tier Subsidiary or Applicable Upper Tier Parent for ratification as promptly as possible thereafter; (xviii) the selection or modification of any material tax practices or policies of any JV Company and the making of any material tax elections with respect to any JV Company; except that any tax elections for United States tax purposes to be made with respect to JVCO or any of the JV Companies (including the delegation of the authority to make such United States tax elections) shall be committed to the discretion of the CMH Directors as provided in Section 3.06; 17 (xix) The formation of any direct or indirect Subsidiary or (except as provided in Section 3.09) the dissolution, liquidation or winding up of any JV Company; (xx) the formation of, or entering into, any joint venture, partnership or other similar enterprise; (xxi) the commencement of any Bankruptcy Proceeding, or the entering into of any arrangement between any of the JV Companies and the creditors of such JV Company for the compromise of all debts, liabilities and claims; (xxii) subject to Article V, the authorization, declaration or payment of any dividend or other distribution on any shares or other equity interest of JVCO or any JV Company that is not a direct or indirect wholly-owned Subsidiary of JVCO, other than a regular cash dividend paid out of current profits and funded out of Working Capital, it being agreed that no dividend or distribution by JVCO may be funded out of Unapplied Share Purchase Proceeds without a Supermajority Vote of the Board of Directors of JVCO; and (xxiii) the entering into of any contract, agreement, commitment or arrangement to effect any of the foregoing. (b) Effect of Approval of the Annual Budget or Business Plan. In the event any item subject to the special approval requirements of Section 3.05(a) or Section 3.16 is included (and the specific terms thereof are described) in the currently effective Annual Budget or Business Plan approved by the Board of Directors of JVCO by a Supermajority Vote, such item shall be deemed to have resignedbeen approved by the Board of Directors of JVCO by a Supermajority Vote. ChairmanshipSection 3.06 Actions Committed to the Discretion of the CMH Directors. Without limiting the other Minority Rights Provisions, the CMH Directors shall have sole and exclusive authority, and may exercise all the powers of the Board of Directors of JVCO and the Governing Board of each other JV Company, as applicable, with respect to the following actions, and no such action shall be taken by JVCO or any of its Subsidiaries without the approval of a majority of the CMH Directors: (i) the nomination of the Chief Operating Officer and the Chief Financial Officer of JVCO; (ii) the selection, appointment or removal of the Accountants or statutory auditor of any JV Company; (iii) any tax elections for United States tax purposes (including the authority to delegate the authority to make such United States tax elections) with respect to any JV Company; (iv) matters committed to the discretion of the CMH Directors pursuant to Section 3.12 and Section 3.15. 18 Section 3.07

Meetings of the Board of Directors. Article 28 - (a) The Board of Directors shall hold their regular meetings at least no less frequently than once a month at every Fiscal Quarter and shall establish meeting times, dates and places and requisite notice requirements (not shorter than those provided in Section 5.2(b)) and adopt rules or procedures consistent with the address where terms of this Agreement. Unless otherwise approved by the Head Office is located. The Board of Directors, each regular meeting of the Board of Directors may also hold meetings in any other suitable placewill be held at a location specified on an alternating basis first, provided that more than one-half by those Directors designated by ADM Polymer Corporation, next by those Directors designated by MBX, etc. for the convenience of the Board members concurDirectors specifying the location. The If the Directors designated by a Member and having the right to specify the location do not so specify, the meeting will be held at the Joint Sales * CONFIDENTIAL TREATMENT REQUESTED Company's principal place of business. At such meetings of the Board of Directors shall transact such business as may also properly be held electronicallybrought before the meeting, whether or not notice of such meeting referenced the action taken at such meeting. Those entitled to attend the At all meetings of the Board of Directors, the participation of at least one Director appointed by each of ADM Polymer Corporation and MBX shall constitute a quorum. Each Director shall have one vote on all matters before the Board of Directors; provided, however, that the Director appointed by each of ADM Polymer Corporation and MBX present at any meeting shall have the authority to cast the votes of any of such Party's appointed Directors may attend these meetings electronically in line with Article 1527 of Turkish Commercial Codewho are absent from the meeting. The Bank may set up an electronic meeting system, which allows those entitled to attend the meetings and vote electronically under the provisions act of Communiqué on Electronic Meetings of Commercial Companies other than the General Assembly Meetings of Joint-Stock Companies by Electronic Means, or buy such systems developed for this purpose. At the meetings to be held, pursuant to this provision of the Articles of Incorporation, it shall be ensured that those entitled will be able to exercise their rights specified in the relevant legislation via the system established or the system to be purchased from support service providers as set out in the said Regulation. The presence of more than one-half of the Board members is required for the validity of the meetings. Resolution shall be adopted by the a majority of the members present; in the event of an equality of the votes, the matter Directors present at any meeting at which a quorum is present shall be postponed until the subsequent meeting; should the votes again be equal, the proposal in question shall be considered as rejected. Resolutions taken by the Board act of Directors are transcribed into the Book of Resolutions of the Board of Directors in accordance with the legislation and it shall be signed by the members present at the meeting. Dissenting members are bound to specify the motives of their dissent and to sign the Book. Should it be necessary to make full or partial copies of the resolutions, they shall be required to carry the signature of the Chairman in order to be valid so far as third parties are concerned. Any member who is absent from the meetings of the Board for three consecutive months without a leave from the Board of Directors, unless by express provision of the Act, or of this Agreement, a different vote is required, in which case such express provision shall be deemed govern and control. In the absence of a quorum, a majority of the Directors present at any meeting may, without notice other than announcement at the meeting, adjourn such meeting from time to have resignedtime until a quorum is present. ChairmanshipA Director may appoint in writing an alternate to act in such Director's absence at any meetings of the Board of Directors.

Meetings of the Board of Directors. Article 28 - The Board board of Directors directors shall hold their meetings at least once a month at the address where the Head Office is locatedelect one of its members to be chairman. The Board of Directors It may also hold meetings in any other suitable placeappoint a secretary, provided that more than one-half who need not be a director himself and who will be responsible for keeping the minutes of the Board members concur. The meetings of Board of Directors may also be held electronically. Those entitled to attend the meetings of the Board board of Directors may attend these meetings electronically in line with Article 1527 of Turkish Commercial Codedirectors and the general shareholders’ meetings. The Bank board of directors will meet upon call by the chairman. A meeting of the board of directors must be convened if any two of its members so require. The chairman will preside at all general shareholders’ meetings and all board meetings, except in case of his absence where the general shareholders’ meeting or the board of directors may set up an electronic appoint another member of the board of directors as chairman to preside the meeting systemby majority vote. Written notice of any meeting of the board of directors shall be given to all the directors at least one week prior to the date of the meeting, which allows those except in case of emergency or with the consent of all the persons entitled to attend such meeting. The convening notice shall indicate the meetings place and vote electronically under the provisions of Communiqué on Electronic Meetings of Commercial Companies other than the General Assembly Meetings of Joint-Stock Companies by Electronic Means, or buy such systems developed for this purpose. At the meetings to be held, pursuant to this provision agenda of the Articles of Incorporation, it shall be ensured that those entitled will be able to exercise their rights specified meeting. Each director may waive this convening notice by his consent in the relevant legislation via the system established or the system to be purchased from support service providers as set out in the said Regulationwriting. The presence of more than one-half of the Board members No separate convening notice is required for meetings held at times and places specified in a resolution previously adopted by the validity board of directors. Each meeting of the meetings. Resolution board of directors shall be adopted held at the registered office of the Company or at any other place within the Grand Duchy of Luxembourg, provided that such place is indicated on the convening notice. Any member of the board of directors may act at the board meetings by appointing another member of the board of directors as his proxy in writing. The board of directors can deliberate or act validly only if at least the majority of the members present; in the event of an equality directors is present or represented. Decisions shall be taken by a majority of the votes, the matter shall be postponed until the subsequent meeting; should the votes again be equal, the proposal in question shall be considered as rejected. Resolutions taken by the Board of Directors are transcribed into the Book of Resolutions of the Board of Directors in accordance with the legislation and it shall be signed by the members directors present or represented at the meeting. Dissenting In case of urgency, a written decision, signed by all the members are bound to specify the motives of their dissent and to sign the Book. Should it be necessary to make full or partial copies of the resolutionsboard of directors, they shall be required to carry the signature is proper and valid as though it had been adopted at a meeting of the Chairman board of directors which was duly convened and held. Such decision may be documented in order to be valid so far as third parties are concerned. Any member who is absent from a single document or in several separate documents having the meetings same content and each of the Board for three consecutive months without a leave from the Board of Directors, shall be deemed to have resigned. Chairmanshipthem signed by one or several directors.