POWER OF ATTORNEY

I, ……….., as the authorized manager of …………., a company duly formed and registered in Istanbul and having its office at B……………, and registered with the Istanbul Trade Registry with the number of 446625 / 394207 hereby appoint ……… of Italian nationality , Mr. Stephen Rose of …… nationality and ………… of Italian nationality, separately and individually, to be our true and my lawful Attorney to make, execute, sign and deliver all documents and instruments of whatsoever nature relating to or arising out of his position as the representative and convey upon him :

 

1. to issue and sign invoices in the name of the Company, to open, close and use accounts with banks, to withdraw funds from these accounts, to sign cheques, to endorse cheques, to give transfer payment orders and EFT orders to be effected from the bank accounts, to give stop payment orders for cheques drawn on the bank, to ratify balances shown in the statements of accounts, to pay and cash money, to apply to receive credit cards in the name of the liaison office, to apply and carry out all internet banking transaction and take internet banking codes,
2. Lease, sell or buy in our name the premises necessary for our company and to sign and cancel the related rent contracts,

• To purchase, sell or lease cars and all other motorized vehicles with the conditions to be determined by him or to cancel the lease agreements, to pay the sales value, to sign the related contracts, to pay the motorized vehicles purchase tax and other taxes, expenses and premiums, to receive back the amounts paid in excess, to register vehicles owned by ……… with the related traffic bureaux, to prepare and sign returns and to carry out procedures for their required technical and other controls

1. to carry out all the related transactions for the general operations of the Company, to sign any insurance contracts in the name of the Company,
2. to demand, collect, receive into his possession, to compromise and discharge the damage expenses from the related insurance companies if the vehicles registered or to be registered in the name of the Company have accident or damage, to request the determination of the damages and the appointment of an expert if necessary, further, to demand, collect, receive into his possession, to compromise and discharge the damage expenses from the other party,
3. to sign all documents, declarations, returns and petitions related to human resource issues of the Company such as signing off all the documents related to obtaining of visas from the foreign embassies for the Company employees and payroll slips to be submitted to the related authorities, etc, to use all legal power of an employer on our behalf,

• to sign and deliver declarations, engagements and petitions primarily to Foreign Investment Department, Undersecretariat of Treasury and all other Ministries and their Undersecretariats, the Turkish tax offices, social security corporation, directories of labour affairs, customs and all other public and private institutions and authorities and to receive these in hand,
• to carry out all the transactions in the warehouses and customs, to make imports free of charge or with value and to fulfil the requirements for this and to appoint customs brokers to carry out all the required procedures, to prepare and sign all the required documents and declarations including bill of lading, manifesto to clear any kind of equipment, goods and machines, which have arrived or to be arrived to the customs directorate of the Turkish Republic,

1. to sign, transfer or cancel agreements contracts with the PTT, Turk Telekom, Turkcell, Avea, Telsim, Vodaphone and other telephone administrations, electricity administration, water administration and natural gas administration, to apply for, transfer or cancel applications for ADSL and ISDN Lines, data Lines, analogue lines and any other type of telephonic line connection which may be deemed necessary,

 

1. to represent the Company before the Turkish tax authorities and courts and appoint others with all or part of the powers vested in him or to dismiss the same and to appoint lawyers in line with the provisions mentioned in the laws of Turkish Republic to represent and defend our company before the said authorities, to provide these lawyers with powers of attorney and to dismiss them when and where necessary and to empower other persons with the powers vested in him and to dismiss such persons.

On behalf of

…… TICARET LIMITED ŞIRKETI