THE MINUTES OF THE 2011 ORDINARY GENERAL MEETING OF TURKIYE SISE VE CAM FABRIKALARI ANONIM SIRKETI, HELD ON MAY 25 TH, 2012

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1 THE MINUTES OF THE 2011 ORDINARY GENERAL MEETING OF TURKIYE SISE VE CAM FABRIKALARI ANONIM SIRKETI, HELD ON MAY 25 TH, 2012 The 2011 General Meeting of Turkiye Sise ve Cam Fabrikaları Anonim Sirketi (Joint Stock Company) has been held on May 25 th 2012 at at the company headquarters situated at Is Kuleleri, Kule3, 34330, 4.Levent/Istanbul under supervision of the Ministry Commissioner, Mr. Nevzat Özer who has been commissioned by the letter dated May 25 th, 2012 and No B.14.4.İLM / belonging to the Republic of Turkey, the Ministry of Science, Industry and Technology, the Istanbul Provincial Directorate of Science, Industry and Technology. The invitation for the meeting has been announced as stipulated by the Law and the Articles of Association and in such a manner that it shall include also the agenda and, it has been published in the Trade Registry Gazette dated April 24 th, 2012 No 8054 and in the Turkey editions of the Dünya Newspaper dated April 20 th, 2012 and No and of the Hürses Newspaper dated April 20 th, 2012 and No and on the web site of our Company; and therefore, the day and the agenda of the meeting has been communicated within the stipulated period of time. As per the Article 11 of the Capital Markets Law; also registered letters have been sent to our shareholders, for invitation to the General Meeting. Resulting from the reviews on the list of attendants; upon it has been understood that, of the shares corresponding to the company s total capital amounting TL 1,353,195,417; shares, which correspond to the capital amounting TL 996,570,648.09, have been represented by acting as principal and that, shares, which correspond to the capital amounting TL 15,816,686.95, have been represented by acting as representative and thus, upon it has been understood that totally shares have been represented during the meeting and that, therefore, the minimum meeting quorum, which has been stipulated by both the Law and the Articles of Association, has been reached; the meeting has been started by the Chairman of the Board of Directors, Hakkı Ersin Özince and discussions on the contents of the agenda have been commenced. 1. It has been adopted with abstention votes and affirmative votes, namely by the majority of votes that the Chairman of the Board of Directors, Hakkı Ersin Özince has been elected as the Council Chairman, Mr. Ertan Burhanettin Kantar has been elected as the vote collector and Mr. İbrahim Babayiğit has been elected as the clerk. It has been adopted with abstention votes and affirmative votes, namely by the majority of votes that the Council has been granted the power for signature of the minutes of the General Meeting. 2. The financial statements, which have been prepared relevant to the 2011 activities and accounts accordingly with the arrangements provided by the Turkish Commercial Code and the Capital Markets Board (CMB) and belong to our company that is obliged to prepare consolidated financial statements accordingly with the arrangements provided by CMB, as well as the Board of Directors Report, the Reports prepared by the Board of Auditors and the Summary Statement, which has been prepared by the Independent Auditing Firm, Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.S. (Basaran Nas Independent Auditing and Independent Accountancy and Financial Advisory Joint Stock Company), a member of PricewaterhouseCoopers, have been read in accordance with the motion. Resulting from the voting; they have been affirmed with abstention votes and affirmative votes, namely by majority of votes. 3. After the consolidated financial statements, which have been audited by the Independent Auditing Firm and have been prepared in conformity with the International Financial Reporting Standards (UFRS) as per the CMB Communiqué Series: IX, Nr. 29 on Principles of Financial Reporting in Capital Markets, have been read accordingly with the motion; discussions on the financial statements have been started by the Council Chairman. Resulting from the voting; the consolidated balance sheet and income statement accounts have been affirmed with negative votes, abstention votes and affirmative votes, namely by majority of votes. 1

2 4. Accordingly with the motion; it has been adopted with abstention votes and affirmative votes, namely by majority of votes that our 2011 net consolidated balance sheet profit amounting TL 631,505,111, which is contained in our 2011 consolidated balance sheet that has been prepared in accordance with the Capital Markets Board s ( CMB ) Communiqué Series: IX, Nr. 29 on Principles of Financial Reporting in Capital Markets, is segregated as follows according to the arrangements provided by CMB in respect of profit distribution and according to the Article 29 of our Articles of Association; 1. Profit for the Period (Except for the Minority Share) 757,846, Taxes Payable (126,340,937) 3. Net Profit for the Period 631,505, First Allocation Legal Reserves (6,079,067) The amount included into the Special Fund as per the Article 5/1e of the 5. Corporate Tax Law (341,243) 6. Distributable Net Profit for the Period 625,084, Donations within the Year 565,756 Net Profit for the Period, into which the Donations have been 8. included and, on which the First Dividend shall be Calculated 625,650, First Dividend to Shareholders (52,000,000) 10. Extraordinary Reserves 573,084,801 and that, the gross dividend amounting TL 52,000,000, which corresponds to 4% of the currently issued capital by the end of the accounting period, is distributed in cash among our Shareholders in such a way that TL (4,00%) shall fall to each share having a nominal value of TL 1 and that, as per the provisions of the CMB Communiqué Series: IV, Nr. 27, no shares are given out of the 2011 profit to the new shares which amount TL 53,195,417 and have been given to Pasabahce Cam Sanayii ve Ticaret A.S. and have been issued in consideration of acquisition of the Pasabahce Beykoz real properties by way of partial splitoff and that, the gross dividend shall, without any deductions and on net basis, be distributed among our shareholders that are not subject to withholding and that, TL (3,40%) shall, on net basis, be paid to our shareholders that are subject to withholding, after income tax withholding is made on the basis of this amount and that, the dividend payment date is fixed as May 31 st,

3 Statement of Profit Distribution 1. Issued Capital 1,300,000, Total Legal Reserves (According to the Legal Records) 42,815, If there are any privileges in profit distribution according to the Articles of Association; information on the mentioned privileges According to CMB According to the Legal Records (LR) 3. Profit for the Period 757,846,048,00 125,845, Taxes Payable () (126,340,937.00) (4,264,262.64) 5. Net Profit for the Period (=) 631,505, ,581, Losses from Previous Years () 7. First Allocation Legal Reserves () (6,079,067.00) (6,079,067.00) 8. The amount included into the Special Fund as per the Article 5/1e of the (341,242.65) (341,242.65) Corporate Tax Law 9. DISTRIBUTABLE NET PROFIT FOR THE PERIOD (=) 625,084, ,161, Donations within the Year (+) 565, Net Profit for the Period, into which the Donations have been included and, on which the First Dividend shall be Calculated 625,650, First Dividend to Shareholders Cash 52,000, Bonus Total 52,000, Dividends Distributed Among Preference Share Holders 14. Dividends to the Members of the Board of Directors, to its Employees etc 15. Dividends Distributed Among Redeemed Share Holders 16. Second Dividend to Shareholders 17. Second Allocation Legal Reserves 18. Statutory Reserves 19. Special Reserves 20. RESERVE FOR CONTINGENCIES 573,084, ,161, Other Resources Decided to be Distributed Profit for Previous Years Extraordinary Reserves Other Reserves Distributable pursuant to the Law and Articles of Association INFORMATION ON THE RATE OF THE PROFIT SHARE DISTRIBUTED INFORMATION ON THE DIVIDENDS PER SHARE DIVIDEND CORRESPONDING TO A SHARE WITH GROUP TOTAL AMOUNT OF DIVIDENDS (TL) A NOMINAL VALUE OF TL 1 AMOUNT (TL) RATE (%) GROSS TOTAL 52,000, NET TOTAL 44,200, RATE OF THE DISTRIBUTED PROFIT SHARE TO THE NET DISTRIBUTABLE PROFIT FOR THE PERIOD, INTO WHICH THE DONATIONS HAVE BEEN INCLUDED AMOUNT OF THE PROFIT SHARE DISTRIBUTED AMONG THE SHAREHOLDERS (TL) 52,000,000 RATE OF THE PROFIT SHARE DISTRIBUTED AMONG THE SHAREHOLDERS TO THE NET DISTRIBUTABLE PROFIT FOR THE PERIOD, INTO WHICH THE DONATIONS HAVE BEEN INCLUDED (%) Accordingly with the motion; and resulting voting taken separately; the members of the Board of Directors and the members of the Board of Auditors have been released (acquitted) with negative votes, abstention votes and affirmative votes, namely by majority of votes. The members of the Board of Directors have not voted for their own releases (acquittals). 3

4 6. Accordingly with the motion, the following persons have been elected as the members of the Board of Directors for three years in accordance with the Articles 8 and 10 of the Company Articles of Association: Mr. Hakkı Ersin Özince, whose T.R. Identity No is and who is resident at Mimar Sinan Caddesi, No:28, Kemer Country Kemerburgaz/Istanbul, Mr. Prof. Dr. Ahmet Kırman whose T.R. Identity No is and who is resident at Zühtüpaşa Mah. Kolej Sk. No. 12 Kalamış Residance Kat. 15 D.30 Fenerbahçe Kadıköy/Istanbul, Mrs. Alev Yaraman whose T.R. Identity No is and who is resident at Cemil Topuzlu Cad. Beyaz Köşk Apt. No.103 Kat.4 CaddebostanKadıköy/Istanbul, Mr. Rıza İhsan Kutlusoy whose T.R. Identity No is and who is resident at Kanyon Apartmanları B Blok No: 11 Büyükdere Caddesi No: 185 Levent/Istanbul, Mrs. Zeynep Hansu Uçar whose T.R. Identity No is and who is resident at Reşitpaşa Mahallesi Mareşal Caddesi No.75/2 Sarıyer/Istanbul Mr. Dr. Tevfik Ateş Kut whose T.R. Identity No is and who is resident at Çiftehavuzlar Kavaklı Sok. Park Apt. No:20 D: 15 CaddebostanKadıköy/Istanbul. Within the framework of the provisions of the Communiqué Series: IV, Nr. 56 on Determination and Application of Corporate Governance Principles; the following persons have been elected as independent members for three years: Mr. Prof. Dr. Turkay Berksoy whose T.R. Identity No is and who is resident at Akasyalı Sokak No.15 Daire 2 4.Levent/Istanbul, Mr. Prof. Dr. Atilla Murat Demircioğlu whose T.R. Identity No is and who is resident at Beratlı Sokak No. 16 KuzguncukÜsküdar/Istanbul, Mr. Prof. Dr. Orhan Sezgin whose T.R. Identity No is and who is resident at Ataköy 9.Kısım D Blok 15A Kapısı Daire 2 Bakırköy/Istanbul. 7. Accordingly with the motion, and in accordance with the Article 16 of the Company Articles of Association; election of Mrs. Velda Lafcıoğlu, whose T.R. Identity No is , and of Mrs. Işıl Dadaylı, whose T.R. Identity No is , as the members of the Board of Auditors, provided that they shall serve for a period of one year until the date of the Ordinary General Meeting to be held in the year 2013; have been released with negative votes, abstention votes and affirmative votes, namely by majority of votes. 8. Accordingly with the motion, it has been adopted with abstention votes and affirmative votes, namely by majority of votes that the monthly compensations of the members of the Board of Directors have, on gross basis, been determined as TL 7, Accordingly with the motion, it has been adopted with abstention votes and affirmative votes, namely by majority of votes that the monthly compensations of the members of the Board of Auditors have, on gross basis, been determined as TL 5,500. 4

5 10. Accordingly with the motion; it has been adopted with negative votes, abstention votes and affirmative votes, namely by majority of votes that, the shareholders that have the power to control management, the members of the Board of Directors, senior managers as well as their spouses and relatives by marriage and relatives by blood up to the second degree have been granted permission pursuant to the Articles 334 and 335 of the Turkish Commercial Code and pursuant to the Article of the Capital Markets Board s Corporate Governance Principles so that they can perform transactions in any characteristics which may cause a conflict of interest with the Company or the subsidiaries thereof and so that they can compete with the Company or the subsidiaries thereof and so that they can perform the activities, which are included in the scope (fields of activities) of the Company, on their own behalves or on behalf of third parties and so that they can become partners/shareholders to any companies performing such activities. 11. Accordingly with the motion; it has been adopted with abstention votes and affirmative votes, namely by majority of votes that, by virtue of the permission dated March 27 th, 2012 and No B.02.6.SPK /3559, which has been granted by the Capital Markets Board, and by virtue of the permission dated March 29 th, 2012 and No B.21.0.İTG / /2389, which has been granted by the Republic of Turkey, the Ministry of Customs and Trade, the General Directorate of Domestic Trade; the Article 8 of the Company Articles of Association, which is relevant to the Board of Directors, and the Article 10 thereof, which is relevant to the Term of Office and Election of the Board of Directors, and the Article 19 thereof, which is relevant to Announcements, and the Article 22 thereof, which is relevant to Quorum, have been amended as follows and that, the Article with the heading Compliance with the Corporate Governance Principles has been included into the Company Articles of Association. NEW VERSION OF THE ARTICLE THE BOARD OF DIRECTORS: Article 8 The activities of the Company shall be carried out by a Board of Directors consisting of minimum five (5) members to be elected by Shareholders General Assembly, as per the provisions of the Turkish Commercial Code and as per the arrangements provided by the Capital Markets Board. The number and the qualifications of the independent members, who will take office at the Board of Directors, shall be determined in accordance with the arrangements provided by the Capital Markets Board in respect of corporate governance. NEW VERSION OF THE ARTICLE TERM OF OFFICE AND ELECTION OF THE BOARD OF DIRECTORS: Article 10 The members of the Board Directors shall be elected for a period of time up to maximum three (3) years. In the case of a vacancy in one of the memberships or in case an independent Board of Directors member looses his/her independence, the relevant election shall be performed in conformity with the provisions of the Turkish Commercial Code and in conformity with the arrangements provided by the Capital Markets Board and, shall be submitted for approval of the first General Assembly. A member, whose term of office has expired, may be reelected. If the General Assembly deems necessary; the General Assembly is, at any time, entitled to replace the members of the Board of Directors without taking into consideration of their terms of office. NEW VERSION OF THE ARTICLE ANNOUNCEMENTS: Article 19 Announcements pertaining to the Company shall be made in conformity with the arrangements provided by the Capital Markets Board, provided that the provisions contained in the Article 37 of the Turkish Commercial Code are reserved. Announcements relevant to calling General Meetings shall be made in advance of minimum three weeks in accordance with the provisions contained in the Article 368 of the Turkish Commercial Code and in accordance with the Capital Markets legislation, provided that the dates of announcements and meetings are excluded. 5

6 NEW VERSION OF THE ARTICLE QUORUM: Article 22 The General Meetings and the resolution quorums at those meetings are subject to the provisions of the Turkish Commercial Code and subject to the provisions contained in the Capital Markets Law. NEWLY INCLUDED ARTICLE COMPLIANCE WITH THE CORPORATE GOVERNANCE PRINCIPLES: Article 38 The Corporate Governance Principles, which are made obligatory by the Capital Markets Board, shall be complied with. Any transactions, which may be performed, and any Board of Directors resolutions, which may be taken without complying with the mandatory principles, are ineffective and it shall be deemed that they are contrary to the Articles of Association. In any transactions, which are regarded as significant in terms of application of the Corporate Governance Principles and in all kinds of associated party transactions pertaining to the Company and in any transactions relevant to provision of securities, pledges and hypothecates in favour of third parties; the arrangements, which are provided by the Capital Markets Board in respect of corporate governance, shall be complied with. 12. Information has been furnished to the shareholders in respect of the Compensation Policy which has been determined under the Board of Directors Resolution dated April 17 th, 2012 and No 39 for the Members of the Board of Directors and for the Senior Managers as per the CMB Corporate Governance Principles and has been submitted for reviews and information of the shareholders on the web site of the Company at the same date; and the shareholders have been provided with the opportunity to submit their opinions on the matter negative votes and abstention votes have been casted for this Article, which is intended for information purposes. 13. Information has been furnished to the shareholders in respect of the Board of Directors Report on Associated Party Transactions that are Continuous and Common which has been submitted for reviews and information of the shareholders on the web site of the Company on April 17 th, 2012 and has been prepared as per the provisions of the Communiqué Series: IV, Nr. 41 on the Principles to be Observed by the Partnerships which are subject to the Capital Markets Law as well as the explanations contained in the balance sheet footnote no 37, about the transactions performed with the associated parties within the year 2011 within the scope of the arrangements provided by the Capital Markets Board abstention votes have been casted for this Article, which is intended for information purposes. 14. Information has been furnished to the shareholders in respect of the matter that the principles of the Profit Distribution Policy, which has been established as per the arrangements provided by the Capital Markets Board and has been adopted at the meeting dated March 22 nd, 2007 and No 17, held by our Board of Directors and has been announced to the public at the same date under the special case disclosure, is effective for the year 2011 and shall be effective also for the following years. In addition; the information has been furnished to the shareholders that the principles of the Profit Distribution Policy are contained in the General Assembly Information Document published on April 19 th, 2012 on the Corporate Web Site of the Company with the Corporate Governance Compliance Report pertaining to our Activity Report abstention votes have been casted for this Article, which is intended for information purposes. 15. Information has been furnished to the shareholders in respect of the Company Information Policy which has been established as per the Article 23 of the Capital Markets Board s Communiqué Series: VIII, Nr. 54 and has been revised during the Board of Directors meeting dated April 2 nd, 2012 and No 34 and has been announced to the public on the Corporate Web Site of the Company at the same date abstention votes have been casted for this Article, which is intended for information purposes. 6

7 16. Information has been furnished to the shareholders in respect of the donations amounting TL 565,756, which have, for social aid purposes, been granted to various institutions and organizations within the year 2011 pursuant to the Article 7 of the Capital Markets Board s Communiqué Series: IV, Nr abstention votes have been casted for this Article, which is intended for information purposes. 17. As per the arrangements provided by the Capital Markets Board; information has been furnished to the shareholders in respect of the matter that the information on the securities, pledges and hypothecates provided by the Company in favour of third parties has been disclosed in the footnote 22 of our Financial Statements dated December 31 st, abstention votes have been casted for this Article, which is intended for information purposes. VOTE COLLECTOR ERTAN BURHANETTİN KANTAR COUNCIL CHAIRMAN HAKKI ERSİN ÖZİNCE CLERK İBRAHİM BABAYİĞİT COMMISSIONER NEVZAT ÖZER 7