On December 21, 2020 a
Exhibit,Appendix
was filed
involving a dispute between
Yasemin Tekiner,
Yasemin Tekiner
In Her Individual Capacity, As A Beneficiary And A Trustee Of The Yasemin Tekiner 2011 Descendants Trust And Derivatively As A Holder Of Equitable Interests In A Shareholder Or A Member Of The Company Defendants,
and
254-258 W. 35Th St. Llc,
Berrin Tekiner,
Billur Akipek
In Her Capacity As A Trustee Of The Yasemin Tekiner 2011 Descendants Trust,
Bremen House Inc.,
Bremen House Texas, Inc.,
German News Company, Inc.,
German News Texas, Inc.,
Gonca Tekiner,
Zeynep Tekiner,
for Commercial Division
in the District Court of New York County.
Preview
FILED: NEW YORK COUNTY CLERK 12/09/2022 10:48 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 892 RECEIVED NYSCEF: 12/09/2022
EXHIBIT 1
FILED: NEW YORK COUNTY CLERK 12/09/2022 10:48 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 892 RECEIVED NYSCEF: 12/09/2022
THE ZEYNEP TEIGNER OZALTIN 2011 DESCENDANTS TRUST
APPOINTMENT AND INDEMNIFICATION OF TRUST COMMITTEE MEMBER
WHEREAS, THE ZEYNEP TEKINER OZALTIN 2011 DESCENDANTS TRUST (the
"Trust") was created by a trust agreement dated August 1, 2011 (the "Trust Agreement"), by and
between Benin Tekiner, as Grantor, Deutsche Bank Trust Company Delaware, as initial Trustee,
and Zeynep Tekiner Ozaltin and Billur Akipek, as initial members of the Trust Committee;
WHEREAS, The Bryn Mawr Trust Company of Delaware (formerly known as the
Christiana Trust Company of Delaware) is the current Trustee of the Trust;
WHEREAS, pursuant to Article NINTH (A) of the Trust Agreement, the Protector
Committee, in their sole and absolute discretion, may appoint any person (other than the Grantor)
and/or a bank or trust company to serve as an additional member of the Trust Committee at any
time or from time to time;
WHEREAS, pursuant to Article NINTH (E) of the Trust Agreement, any appointment
made pursuant to the provisions of Article NINTH shall be made by an instrument executed and
acknowledged by each person who made such appointment and by each member of the Trust
Committee appointed therein, and delivered in person, or mailed by certified or registered mail,
to the Trustee of such trust and to each adult potential income beneficiary of such trust;
WHEREAS, pursuant to Article NINTH (G) of the Trust Agreement, any appointment
made pursuant to the provisions of Article NINTH shall be accepted by an instrument executed
and acknowledged by each member of the Trust Committee accepting such appointment and
delivered in person, or mailed by certified or registered mail, to the Trustee of such trust and to
each potential income beneficiary of such trust;
WHEREAS, pursuant to Article NINTH (A) of the Trust Agreement, Benin Tekiner, as
sole member of the Protector Committee, wishes to appoint Alm Iltus as a member of the Trust
Committee of the Trust, effective immediately;
WHEREAS, Ahu Iltus wishes to accept her appointment as a member of the Trust
Committee of the Trust, effective immediately;
WHEREAS, Article TENTH (B)(2) of the Trust Agreement provides as follows:
"No member of the Trust Committee shall be liable for the acts or defaults of any
other member of the Trust Committee or any Trustee. No member of the Trust
Committee shall be liable for making or not making any election permitted by law.
Each member of the Trust Committee shall be deemed to have acted within the
scope of his authority, to have exercised reasonable care, and to have acted
prudently, diligently and impartially as to all interested persons, unless the
contrary is proven by affirmative evidence."
WHEREAS, Section 3301(d) of Title 12 of the Delaware Code provides, in pertinent part,
FILED: NEW YORK COUNTY CLERK 12/09/2022 10:48 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 892 RECEIVED NYSCEF: 12/09/2022
that the term "fiduciary" shall mean (among others) trustees and advisers or protectors acting in a
fiduciary capacity under Section 3313(a) of Title 12;
WHEREAS, Article SIXTEENTH (A)(1) of the Trust Agreement states that, "The Trust
Committee shall be considered a fiduciary in exercising its functions hereunder"; and
WHEREAS, the rights and protections of fiduciaries provided by Chapter 33 of Title 12
of the Delaware Statutes is applicable to the Trust Committee of the Trust.
NOW THEREFORE,
1. Benin Tekiner, in her capacity as sole member of the Protector Committee, and in
accordance with the provisions of Article NINTH (A) of the Trust Agreement, hereby appoints
Ahu Titus as a member of the Trust Committee of the Trust, effective immediately.
2. Ahu Titus hereby accepts her appointment as a member of the Trust Committee of
the Trust, effective immediately.
3. A copy of this instrument shall be filed with the records of the Trust and delivered
to the appropriate parties pursuant to the terms of the Trust Agreement.
4. This instrument may be executed in one or more counterparts, each of which shall
be deemed an original and all of which when taken together shall constitute one and the same
agreement.
1-z4
AC4-64-tf
IN WITNESS WHEREOF, the undersigned have executed this instrument as of this
day of Aic51420-b4022.
Be n Tekiner, sole mem r of the Protector
Committee 9
By: Ahu Iltus, appointed member of the Trust
Committee
Receipt of the foregoing instrument
acknowledged by:
The Bryn Mawr Trust Company of Delaware
(formerly known as the Christiana Trust Company of Delaware)
By:
Name:
Title:
2
FILED: NEW YORK COUNTY CLERK 12/09/2022 10:48 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 892 RECEIVED NYSCEF: 12/09/2022
STATE OF WV
COUNTY OF Ny
On the j day of /00 V , 2022, before me, the undersigned, personally appeared
BERM TEKrER, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that she executed the same in her capacity as sole member of the Protector
Committee and that by her signature on the instrument, the individual executed the instrument.
Tx,
-„
Notary Public PETER MERV •
(SEAL) Notary PublicState of New York
No. 02ME5046271
Qualified in New York County
My Commission Expires July 10. 2023
STATE OF
:ss.:
COUNTY OF
, On the 9-- day of 416 V , 2022, before me, the undersigned, personally appeared
444-1-1 -r- , personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity as an appointed member
of the Trust Committee and that by his/her signature on the instrument, the individual executed
the instrument.
z?--X
Notary Public
(SEAL)
KE DA WILLIAMS
Notary Public - State of New York
No. 01%46443703
Qualified in Bronx County
My Commission Expires 11/07/2026
3
Preview
FILED: NEW YORK COUNTY CLERK 12/09/2022 10:48 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 892 RECEIVED NYSCEF: 12/09/2022 EXHIBIT 1 FILED: NEW YORK COUNTY CLERK 12/09/2022 10:48 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 892 RECEIVED NYSCEF: 12/09/2022 THE ZEYNEP TEIGNER OZALTIN 2011 DESCENDANTS TRUST APPOINTMENT AND INDEMNIFICATION OF TRUST COMMITTEE MEMBER WHEREAS, THE ZEYNEP TEKINER OZALTIN 2011 DESCENDANTS TRUST (the "Trust") was created by a trust agreement dated August 1, 2011 (the "Trust Agreement"), by and between Benin Tekiner, as Grantor, Deutsche Bank Trust Company Delaware, as initial Trustee, and Zeynep Tekiner Ozaltin and Billur Akipek, as initial members of the Trust Committee; WHEREAS, The Bryn Mawr Trust Company of Delaware (formerly known as the Christiana Trust Company of Delaware) is the current Trustee of the Trust; WHEREAS, pursuant to Article NINTH (A) of the Trust Agreement, the Protector Committee, in their sole and absolute discretion, may appoint any person (other than the Grantor) and/or a bank or trust company to serve as an additional member of the Trust Committee at any time or from time to time; WHEREAS, pursuant to Article NINTH (E) of the Trust Agreement, any appointment made pursuant to the provisions of Article NINTH shall be made by an instrument executed and acknowledged by each person who made such appointment and by each member of the Trust Committee appointed therein, and delivered in person, or mailed by certified or registered mail, to the Trustee of such trust and to each adult potential income beneficiary of such trust; WHEREAS, pursuant to Article NINTH (G) of the Trust Agreement, any appointment made pursuant to the provisions of Article NINTH shall be accepted by an instrument executed and acknowledged by each member of the Trust Committee accepting such appointment and delivered in person, or mailed by certified or registered mail, to the Trustee of such trust and to each potential income beneficiary of such trust; WHEREAS, pursuant to Article NINTH (A) of the Trust Agreement, Benin Tekiner, as sole member of the Protector Committee, wishes to appoint Alm Iltus as a member of the Trust Committee of the Trust, effective immediately; WHEREAS, Ahu Iltus wishes to accept her appointment as a member of the Trust Committee of the Trust, effective immediately; WHEREAS, Article TENTH (B)(2) of the Trust Agreement provides as follows: "No member of the Trust Committee shall be liable for the acts or defaults of any other member of the Trust Committee or any Trustee. No member of the Trust Committee shall be liable for making or not making any election permitted by law. Each member of the Trust Committee shall be deemed to have acted within the scope of his authority, to have exercised reasonable care, and to have acted prudently, diligently and impartially as to all interested persons, unless the contrary is proven by affirmative evidence." WHEREAS, Section 3301(d) of Title 12 of the Delaware Code provides, in pertinent part, FILED: NEW YORK COUNTY CLERK 12/09/2022 10:48 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 892 RECEIVED NYSCEF: 12/09/2022 that the term "fiduciary" shall mean (among others) trustees and advisers or protectors acting in a fiduciary capacity under Section 3313(a) of Title 12; WHEREAS, Article SIXTEENTH (A)(1) of the Trust Agreement states that, "The Trust Committee shall be considered a fiduciary in exercising its functions hereunder"; and WHEREAS, the rights and protections of fiduciaries provided by Chapter 33 of Title 12 of the Delaware Statutes is applicable to the Trust Committee of the Trust. NOW THEREFORE, 1. Benin Tekiner, in her capacity as sole member of the Protector Committee, and in accordance with the provisions of Article NINTH (A) of the Trust Agreement, hereby appoints Ahu Titus as a member of the Trust Committee of the Trust, effective immediately. 2. Ahu Titus hereby accepts her appointment as a member of the Trust Committee of the Trust, effective immediately. 3. A copy of this instrument shall be filed with the records of the Trust and delivered to the appropriate parties pursuant to the terms of the Trust Agreement. 4. This instrument may be executed in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement. 1-z4 AC4-64-tf IN WITNESS WHEREOF, the undersigned have executed this instrument as of this day of Aic51420-b4022. Be n Tekiner, sole mem r of the Protector Committee 9 By: Ahu Iltus, appointed member of the Trust Committee Receipt of the foregoing instrument acknowledged by: The Bryn Mawr Trust Company of Delaware (formerly known as the Christiana Trust Company of Delaware) By: Name: Title: 2 FILED: NEW YORK COUNTY CLERK 12/09/2022 10:48 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 892 RECEIVED NYSCEF: 12/09/2022 STATE OF WV COUNTY OF Ny On the j day of /00 V , 2022, before me, the undersigned, personally appeared BERM TEKrER, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity as sole member of the Protector Committee and that by her signature on the instrument, the individual executed the instrument. Tx, -„ Notary Public PETER MERV • (SEAL) Notary PublicState of New York No. 02ME5046271 Qualified in New York County My Commission Expires July 10. 2023 STATE OF :ss.: COUNTY OF , On the 9-- day of 416 V , 2022, before me, the undersigned, personally appeared 444-1-1 -r- , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity as an appointed member of the Trust Committee and that by his/her signature on the instrument, the individual executed the instrument. z?--X Notary Public (SEAL) KE DA WILLIAMS Notary Public - State of New York No. 01%46443703 Qualified in Bronx County My Commission Expires 11/07/2026 3