Certificate of Incorporation

AC ADV.INC. a corporation organized and existing under the laws of Jersey Comt. St. (the “Corporation”), hereby certifies as follows:

A. The name of the Corporation is AC ADV.INC. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of Jersey on July 23, 2017.

B. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 242, 245 and 228 (by written consent of the sole stockholder of the Corporation) of the General Corporation Law of the St of Jersey, and restates, integrates and further amends the provisions of the Corporation’s Certificate of Incorporation.

C. The text of the Certificate of Incorporation of this Corporation is hereby amended and restated in its entirety, effective October 2, 2017, at 4:01 p.m., EDT, as set forth in Exhibit A attached hereto.

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed by the undersigned officer, thereunto duly authorized, this second day of October 2017.

AC ADV INC.
a Jersey corporation

Araksi Saroyan
Chief Executive Officer

EXHIBIT A

ARTICLE I

The name of this corporation is AC ADV Inc. (hereinafter, the “Corporation”).

ARTICLE II

The address of the Corporation’s registered office in the  2711 Centerville Road, Suite 400, City of Jersey 19808. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the UK

ARTICLE IV

Section 1. Authorized Shares. This Corporation is authorized to issue nine million (9,000,000) shares of Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), three million (3,000,000) shares of Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”, and together with the Class A Common Stock, the “Common Stock”), three million (3,000,000) shares of Class C Capital Stock, par value $0.001 per share (the “Class C Capital Stock”)

Section 2. Common Stock. A statement of the designations of each class of Common Stock and the powers, preferences and rights and qualifications, limitations or restrictions thereof is as follows:

(a) Voting Rights.

(i) Except as otherwise provided herein or by applicable law, the holders of shares of Class A Common Stock and Class B Common Stock shall at all times vote together as one class on all matters (including the election of directors) submitted to a vote or for the consent of the stockholders of the Corporation.

(ii) Each holder of shares of Class A Common Stock shall be entitled to one (1) vote for each share of Class A Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation.

(iii) Each holder of shares of Class B Common Stock shall be entitled to ten (10) votes for each share of Class B Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation.

(b) Dividends. Subject to the preferences applicable to any series of Preferred Stock, if any, outstanding at any time, the holders of Class A Common Stock and the holders of Class B Common Stock shall be entitled to share equally, on a per share basis, in such dividends and other distributions of cash, property or shares of stock of the Corporation as may be declared by the Board of Directors from time to time with respect to the Common Stock out of assets or funds of the Corporation legally available therefor; provided, however, that in the event that such dividend is paid in the form of shares of Common Stock or rights to acquire Common Stock, the holders of Class A Common Stock shall receive Class A Common Stock or rights to acquire Class A Common Stock, as the case may be, and the holders of Class B Common Stock shall receive Class B Common Stock or rights to acquire Class B Common Stock, as the case may be.

(c) Liquidation. Subject to the preferences applicable to any series of Preferred Stock, if any outstanding at any time, in the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Corporation, the holders of Class A Common Stock and the holders of Class B Common Stock shall be entitled to share equally, on a per share basis, all assets of the Corporation of whatever kind available for distribution to the holders of Common Stock.

(d) Subdivision or Combinations. If the Corporation in any manner subdivides or combines the outstanding shares of one class of Common Stock, the outstanding shares of the other class of Common Stock will be subdivided or combined in the same manner.

(e) Equal Status. Except as expressly provided in this Article IV, Class A Common Stock and Class B Common Stock shall have the same rights and privileges and rank equally, share ratably and be identical in all respects as to all matters. Without limiting the generality of the foregoing, (i) in the event of a merger, consolidation or other business combination requiring the approval of the holders of the Corporation’s capital stock entitled to vote thereon (whether or not the Corporation is the surviving entity), the holders of the Class A Common Stock shall have the right to receive, or the right to elect to receive, the same form of consideration, if any, as the holders of the Class B Common Stock and the holders of the Class A Common Stock shall have the right to receive, or the right to elect to receive, at least the same amount of consideration, if any, on a per share basis as the holders of the Class B Common Stock, and (ii) in the event of (x) any tender or exchange offer to acquire any shares of Common Stock by any third party pursuant to an agreement to which the Corporation is a party or (y) any tender or exchange offer by the Corporation to acquire any shares of Common Stock, pursuant to the terms of the applicable tender or exchange offer, the holders of the Class A Common Stock shall have the right to receive, or the right to elect to receive, the same form of consideration as the holders of the Class B Common Stock and the holders of the Class A Common Stock shall have the right to receive, or the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of the Class B Common Stock.



Preferred Stock. The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in series, and to establish from time to time the number of shares to be included in each such series, and to fix the designation, power, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. Except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock).

Class C Capital Stock. A statement of the designation of the Class C Capital Stock and the powers, preferences and rights and qualifications, limitations or restrictions thereof is as follows:

(a) Voting. Except as otherwise required by applicable law, shares of Class C Capital Stock shall have no voting power and the holders thereof, as such, shall not be entitled to vote on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation.

(b) Dividends. Subject to the preferences applicable to any series of Preferred Stock, if any, outstanding at any time, the holders of Class C Capital Stock shall be entitled to receive, on a per share basis, the same form and amount of dividends and other distributions of cash, property or shares of stock of the Corporation as may be declared by the Board of Directors from time to time with respect to shares of the Common Stock out of assets or funds of the Corporation legally available therefor; provided, however, that in the event that such dividend is paid in the form of shares of Common Stock or rights to acquire Common Stock, the holders of Class C Capital Stock shall receive Class C Capital Stock or rights to acquire Class C Capital Stock, as the case may be.

(c) Conversion upon Liquidation. Immediately prior to the earlier of (i) any distribution of assets of the Corporation to the holders of the Common Stock in connection with a voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Corporation pursuant to Section 2(c) or (ii) any record date established to determine the holders of capital stock of the Corporation entitled to receive such distribution of assets, each outstanding share of the Class C Capital Stock shall automatically, without any further action, convert into and become one (1) fully paid and nonassessable share of Class A Common Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of Class C Capital Stock pursuant to this Section 5(c), such number of its shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class C Capital 


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AC Investment Group Key Financial & Operational Data (Quarterly)*

(million $)
Q117
Q417Q118YoY%QoQ%
Revenues5,0534,6664,76217.5%2.0%
EBITDA**1,4001,7392,02244.4%16.3%
EBITDA margin34.5%37.3%42.5%8.0pp5.2pp
Net income4,502,164,019.2%132.0%
Capex5,711,8071,2126.1%(60.1%)
AC Invest Jersey3,53,673,34.2%1.6%
AC Invest London5,05,25,1(0.6%)(0.2%)
*Based on figures prepared by IFRS;
**EBITDA is a non-GAAP financial measure.


We invest in high tech companies.*



DialPad Flatiron Health Stripe Acalvio Editas Medicine Foundation Medicine




(Investments $)20172018
Technology
14,286
17,632
Consumer
4,620
6,228
Life Science
3,2
3,5
Data and AI
1,492
1,979
Enterprise
3,495
4,090
Robotics
3,5
3,6
Health
5,01
5,02


Our companies push the edge of what’s possible.





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Board of Directors Investor Relations and Financials

Our story.







2017
Launched as A/C Investment in 2017, A/C is the venture capital arm of AC ADV Inc. A/C has $112 million under management with 42 investments




2018
A/C Invest built a team of world-class economists, physicians, scientists, marketers, and investors who work together to provide these startups exceptional support on the road to business shift.

Adem Çetinkaya

Adem Çetinkaya Yatırım A.Ş. adem çetinkaya faiz oranlı swap ve açık piyasa işlemleri adem çetinkaya venture capital işlemleri yapılmaktadır. Adem Çetinkaya finansal swap riskinin hesaplanması ve azaltılmasında tezgah üstü piyasa işlmleri kullanılmaktadır.Cambridge, London ve Jersey adasında çoğunlukla devlet kurumları ve uluslararası şirketler adına swap ve offshore yatırım işlemleri yapmaktadır.Faiz oranlı swap işlemlerinin yapılandırılması, değiştirilmesi ve sonlandırılması ile faiz oranlı takasların opsiyon temelli özelliklerinde caps ve floor gibi ilgili finansal risklerin tespit edilerek yönetilmesi gerekm Offshore piyasası uluslararası yatırımlar için fırsatlaAr yaratsa da, offshore işlemlerde mali suçların önlenmesi ve uluslararası regülasyonların gözetilmesi gerekmektedir. ektedir.
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