Ordinary General Committee Meeting Minutes of Trakya Cam Sanayii Anonim Şirketi Held on 23/03/2015

Transcription

1 Ordinary General Committee Meeting Minutes of Trakya Cam Sanayii Anonim Şirketi Held on 23/03/2015 Trakya Cam Sanayii Anonim Şirketi s 2014 Partners Ordinary General Committee Meeting was held on 23/03/2015 at 14:00, in the company head office, at the address of İş Kuleleri, Kule 3, 4. Levent Beşiktaş-Istanbul, under the supervision of Nevzat Özer, the Ministry s Representative, assigned with the notice of Istanbul Customs and Trade Directorate dated 19/03/2015 and with number. The announcement for the meeting was conducted as stipulated in law and Articles of Association, in the manner that will be contained within the agenda, by means of announcing in Turkish Commercial Registration Gazette's issue dated 27 th February 2015 and with 8768 number and on the internet site of our Company, at and on Electronic General Committee System (EGKS) of Public Disclosure Platform (PDP) and Central Registration Board. Pursuant to the 29 th article of the Capital Market Law, for the invitation to the General Committee Meeting, our partners were sent additional registered reply paid letters. Upon the examination of the attendance list, it was seen that the total nominal value of TL of the company shares was represented in the meeting being shares with total nominal value of ,73 TL; and, thus, as a result of the understanding that the minimum aggregate quorum stipulated in the law and the Articles of Association of the company is present in the meeting and the meeting was inaugurated, simultaneously with the electronic media, by Beyza Genç, Member of the Board of Directors, having underlined that Cihan Harman, Company auditor, was present in the meeting, 1. In line with the proposal given, it was decided that Mustafa Görkem Elverici will be the chair of the meeting, Beyza Genç Babayiğit will be the clerk, and Nihal Topçuoğlu will be the vote collector and that authorization is given to the Chairmanship Assembly to sign the General Committee minutes by ,73 votes against negative votes. 2. In line with the proposal given, it was accepted that the Board of Directors activity report had been read; in line with the regulations of the Capital Market Board (CMB) 2014 financial tables of our company, which were subject to be arranged as per the obligation of arranging consolidated tables and Audit Committee Report as well as the summary of the Report of the Independent Audit Institution, Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member of PricewaterhouseCoopers) were read in line with a proposal. Agenda item accepted by ,73 votes against negative votes. 3. In line with the proposal given, it was accepted that after reading of the consolidated financial tables prepared pursuant to Capital Market Board s (CMB) Serial II-14.1 numbered "Communiqué for Financial Reporting Principles in Capital Market" that are compliant exactly with the International Financial Reporting Standards (UFRS) and that were prepared in accordance with the Turkish Accountancy Standards (TFRS), and gone through Independent Audit, the financial tables were opened by the Chair of the Assembly for negotiations financial status table (Balance Sheet) and profit-loss (revenue) table accounts were examined and negotiated. As a result of the voting conducted, financial status table (Balance Sheet) and profit-loss (revenue) table accounts were accepted by ,73 votes against negative votes. 1

2 4. Memberships of the Board of Directors of Halit Bozkurt Aran whose T.R. Id number is , elected to complete the office period of Turkay Berksoy, who left the Membership of the Board of Directors on 15/04/2014, whose T.R. Id number is , and Beyza Genç whose T.R. Id number is , elected to complete the office period of Görkem Elverici, who left the Membership of the Board of Directors on 20/08/2014, whose T.R. Id number is were accepted by ,73 votes against negative votes. 5. In line with the proposal given, as a result of the voting, the Board of Directors Members were discharged by ,73 votes against negative votes. 6. In line with the proposal given, election of Ahmet Kırman, with the T.R. Id number of and residing at the address of Küçüksu Mahallesi Yalnız Selvi Caddesi Mesa Çengelköy Evleri No:6A1-5 Üsküdar Istanbul, Reha Akçakaya, with the T.R. Id number of and residing at the address of Abdulrahmangazi Mahallesi Sevenler Caddesi No:23 FP İç kapı No:1 Sancaktepe Istanbul Zeynep Hansu Uçar with the T.R. Id number of and residing at the address of Mareşal Caddesi No:43 Reşitpaşa Sarıyer Istanbul Beyza Genç with the T.R. Id number of and residing at the address of Özden Sokak Boğaziçi Badur Sitesi 2.Blok No:4 Etiler Beşiktaş Istanbul As the Members of the Board of Directors pursuant to article 8 of the Company Articles of Association; and of Prof. Dr. Atilla Murat Demircioğlu with T.R. Id number of and residing at the address of, Kuzguncuk Mahallesi, Bereketli Sokak 16/1 Üsküdar Istanbul, Halit Bozkurt Aran with T.R. Id number of and residing at the address of Çayhane Sokak 27/13 Gaziosmanpaşa / Ankara As the independent members in accordance with the provisions of the Corporate Management Communiqué with Serial II-17.1 number regarding the determination and implementation of the corporate management principles; for the period of one year by ,73 votes against negative votes. 7. In line with the proposal given, determination of the monthly remunerations of the Members of the Board of Directors as gross TL was accepted by ,73 votes against 1.950,141 negative votes. 2

3 8. In line with the proposal given, it was accepted that regarding the issue that the shareholders having the majority of management, Board of Directors Members, executives with administrative responsibility, their spouses and their relatives and acquaintances up to second degree will be able to carry out transactions in the manner that might cause clash of interests with the Company or its affiliates, to compete, to conduct the company s businesses and to partner with the companies conducting similar businesses personally or on behalf of others and to carry out other processes, will be consented, in accordance with the Articles 395 and 396 of Turkish Commercial Law and th article of the Corporate Management Principles of the Capital Market Board by ,73 votes against negative votes. 9. In line with the proposal given, it was accepted that the amount of of our 2014 net profit, which is available in our 2014 consolidated balance sheet, prepared in accordance with the Capital Market Board's Nr. Serial II "Communiqué for Financial Reporting in Capital Market, will be distributed in compliance with the principles of the Profit Distribution Policy and article 25 of our Articles of Association as well as with the CMB s arrangements regarding profit distribution in the following manner; 1. Net Period Profit ,00 2. First Legal Reserve ( ,28) 3. Special Fund Decided to be Added to the Capital ( ,27) 4. Net Distributable Period Profit ,45 5. Donations Granted during the Year ,55 6. Net Distributable Period Profit to Which the Grants where the First Legal Reserve will be Calculated were Added ,00 7. First Dividend for the partners - Cash ,00 - Without charge ,00 Total Dividends ,00 8. Extraordinary Reserves ,45 - Distribution of the gross dividends amounting to Turkish Liras corresponding to 4,87145 % of the current issued capital in cash and the gross dividends amounting to Turkish Liras corresponding to 7,44248% proportion as free-of-charge shares; - Payment of the cash profit share to our shareholders subject to withholding tax as a net payment after conducting the income tax withholding over such amount; determination of the cash dividend payment date as May 29, 2015; and distribution of the free-of-charge shares subsequent to the completion of the legal process stipulated in the regulations of the Capital Market Board; and - Addition of the subscription share sales profit amounting to ,27 Turkish Liras taking place as a result of the subscription share sales transactions conducted in 2014 and decided to be kept in the special fund account within the scope of the article 5/1-e of the Corporate Tax Law, to the capital was accepted by 3

4 ,73 votes against negative votes. 10. In line with the proposal given, variable texts of the articles 3, 6, 22, 32, and 33 of the Company Articles of Association, approved through the notice of the Capital Market Board dated 06/03/2015 and numbered and the notice of T.R. Ministry of Customs and Trade dated 10/03/2015 and numbered / were deemed to have been read by the partners previously and the new forms of the amended articles specified below were accepted by ,73 votes against negative votes. Article 3: OBJECTIVE AND SUBJECT: NEW FORM The objective and subject matter of the Company are as follows: 1. To establish and develop glass industry and the side, ancillary, complementary, and supplementary industries that concern the glass industry directly or indirectly, as well as the industries that have input relation with such industries, and to participate in the already established ones. 2. To conduct other industrial, commercial, and financial activities to secure the profitable growth and continuity of the Company by distributing the risks in the cases where the economical conjecture requires in relation with its subject matter and to evaluate its potential, to establish companies, and to participate in the already established ones. 3. To create economic and social services within the Company. The Company may, in order to realize the objectives given above; 1- Establish facilities and companies carrying out industrial, commercial, and financial operations abroad or domestically and participate in the already established ones; employ foreign specialists and personnel when necessary; 2- Carry out all kinds of industrial, commercial, and financial operations relating to its subject matter of activity; perform official and private undertakings; participate in the capital of banks, insurance companies, and other financing institutions; 3- Carry out the domestic and abroad sales transactions of the Company and its affiliates; establish companies abroad or in the country for this purpose; participate in them; inaugurate stores, storehouses, exhibitions, representation offices, etc.; take the required precautions for the domestic and foreign procurement, customs clearance, and storage of the raw materials, ancillary materials, packaging materials, energy, mine, machinery-equipment, semi-finished products and products, and establish companies for this purpose; 4- Acquire the required rights such as concession, license, brand license, patent, and letters patent; transfer them to third persons abroad or in the country; 5- Own immovable properties and ocular rights for the performance of the works included in its subject matter of activity; dispose them; lease them; hypothec them; and allocate or cancel hypothec on the immovable properties belonging to others for the benefit of the company or may it have all kinds of rights on them; 4

5 6- Venture into all kinds of construction undertakings in relation with the objective and subject matter of the Company; 7- Search for and operate mines in a direct or indirect manner in relation with the objective and subject matter of the Company; 8- Establish research centers in relation with its subject matter; participate in such establishments; 9- Partner with the domestic and/or foreign companies incorporated or to be incorporated; purchase shares and/or other securities on condition that they will not be in the form of investment services and activities; purchase the shares within itself (or other shares) or other securities; transfer them to others; pledge them or hold them in pledge; 10- The Company may also carry out all kinds of logistics and transport services in relation with itself or the companies of the group that includes it and perform the following services for this purpose: it may a. Conduct domestic and international transport businesses with all kinds of land, sea, and air vehicles; b. Carry out all kinds of loading, unloading, port management, and customs clearances; c. Perform all kinds of storage, private warehouse management, packaging, and packing businesses; d. Act as a dealer, representative, agency, broker in relation with the issues specified in sections a, b, and c, and enter into agreements. e. In order to carry out the services specified above, it may purchase all kinds of land, sea, and air vehicles and paraphernalia, hire them, and carry out their maintenance services as well as trade and representation of them including their trade. It may lease out the land, sea, and air transport vehicles that it owns to third persons and operate them by such methods. 11- The Company may pledge for the incorporation, capital increase, bank credits, and bond-commercial paper issuance and other debts of the capital companies in which capital and/or management it participates directly or indirectly. In the cases of Company's granting of guarantee, surety, and security for its own name and in favor of 3 rd persons or its allocation of liens, including hypothec, the principles determined within the framework of the Legislation of the Capital Market are complied with. Arrangements of the Legislation of the Capital Market relating to transfer of hidden profits are reserved. 12- Make donations within the scope of social responsibility and in line with the methods and principles specified by the Capital Market Board. 5

6 Article 6: CAPITAL The Company has accepted the Registered Capital System in accordance with the provisions of the Capital Market Law and started to apply this system with the consent of the Capital Market Board dated 09/11/1990 and numbered 825. The Company's registered capital is Turkish Liras divided into shares to bearer, each with 1 (one) Krush of nominal value. The Company's issued capital is Turkish liras and this amount was divided into shares to bearer, each with 1 krush nominal value. The Turkish liras representing the issued capital was completely paid and fulfilled. The registered capital ceiling permission given by the Capital Market Board is valid for the years of (5 years). Even if it will have failed to reach the permitted registered capital ceiling at the end of 2016; for the Board of Directors to resolve to increase the capital after 2016; for a previously permitted or a new ceiling amount, authorization must be received from the General Committee through the consent of the Capital Market Board. In the event that such authorization is not received, the Company may not conduct capital increase upon the resolution of the Board of Directors. The shares representing the capital are tracked through recording within the framework of the principles of record keeping. Article 22: AMENDMENTS IN THE ARTICLES OF ASSOCIATION Conclusion and application of all kinds of amendments that will be applied in these Articles of Association are carried out in accordance with the provisions of the Turkish Commercial Law and Capital Market Law. Subsequent to duly approving the respective amendments and registering them in the commercial registry, they become valid as of the date of announcement. 11. In line with the proposal given, it was accepted that considering the recommendation of the Committee Responsible for Audit and Board of Directors and in compliance with the principles determined pursuant to the provisions of the 6102 nd Turkish Commercial Law, 6362 nd Capital Market law and respective other legislation, audition of the Company s financial tables for the 2015 account period, Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member of PricewaterhouseCoopers Turkey) audition of the Company and Community Audition for carrying out the other activities in this regard, were accepted by ,73 votes against negative votes. 12. Pursuant to the Nr. Serial ll-17.1 Corporate Management Communiqué of the Capital Market Board, the partners were informed about the donations granted to various institutions and organizations made for the purpose of social aid in 2014, amounting to total ,55 TL. Determination of the limit of the Donations to be made in 2015 as Turkish Liras was accepted by ,087 votes against ,64 negative votes. 6

7 13. Pursuant to the arrangements of the Capital Market Board, the partners were informed that the information regarding the guarantees, pledges, and hypothecs provided by the Company in favor of third persons was explained in the Footnote 22 of our Financial Tables dated 31/12/2014. VOTE COLLECTOR NİHAL TOPÇUOĞLU MEETING CHAIR MUSTAFA GÖRKEM ELVERİCİ MINUTES CLERK BEYZA GENÇ MINISTRY REPRESENTATIVE NEVZAT ÖZER 7