Material Event Disclosure (General)

Transcription

1 AKÇANSA ÇİMENTO SANAYİ VE TİCARET A.Ş. / AKCNS [] :03:56 Material Event Disclosure (General) Company Address : Kozyatağı Mah. Kaya Sultan Sok. Hüseyin Bağdatlıoğlu İş Merkezi No:81 Kat:5-8 Bostancı Kadıköy/ISTANBUL Telephone and Fax No. : Telephone and Fax No. of the Company s Investor/Shareholder Relations Department Was the Disclosure Postponed? Summary Information DISCLOSURE: : : No : Information Document In Relation to Ordinary General Meeting Information, certificates and reports, which should be disclosed in connection with the subjects to be discussed in the General Meeting in accordance with CMB Corporate Governance Principles and CMB Communiqués, have been submitted for information of our investors at our Company s web site: " We hereby declare that above disclosures comply with the principles in the Capital Market Board s Communiqué Serial: VIII, No: 54 and reflect the information we have received about such subject(s) completely, information complies with our books, records and documents, we have shown all necessary efforts in order to obtain information about the subject completely and accurately and we are responsible for such disclosures made.

2 AKÇANSA ÇİMENTO SANAYİ VE TİCARET A.Ş. INFORMATION DOCUMENT CONCERNING ORDINARY MEETING OF THE GENERAL ASSEMBLY DATED 24 APRIL 2012 Ordinary Meeting of the General Assembly of our company shall be held in on Tuesday at 02:00 P.M. in Sabancı Center Sadıka Ana II Salonu Kule 2 4.Levent/İSTANBUL in order to discuss and to resolve about following agenda articles. We kindly request our shareholders, who have dematerialized their share certificates at the Central Registry Agency, to apply to our Head Office until with General Assembly Blockage certificate to be received from the Central Registry Agency through intermediary company in order to attend Ordinary Meeting of the General Assembly, and blockage letter to be received from the intermediary companies by our shareholders who shall attend our meeting in accordance with the amendment made in on the regulation about meetings of the General Assembly and declaration letter including share acquisition manner and date, and to receive the meeting entrance card; our shareholders, who shall not attend the Meeting in person, to complete the power of attorney form having specimen below pursuant to provisions of Capital Markets Board s Communiqué Serial IV, No: 8, and to have their signatures approved by the public notary or to have themselves represented by preparing and then adding the notarized letter of authorized signatures into the power of attorney form bearing their own signatures. Our shareholders, who hold their share certificates physically, should apply to the intermediary companies in order to dematerialize their share certificates, for participation into the General Assembly. After the dematerialization, they should apply to our Company as stated above with General Assembly Blockage Certificate to be received from the Central Registry Agency again through the intermediary company. Otherwise, it is not possible for them to attend the meeting of General Assembly with the share certificates which have not been dematerialized. Furthermore, in the event that our shareholders, who hold their share certificates physically, do not dematerialize all their share certificates until 31 December 2012, such share certificates shall pass to our Company legally in such date, and all rights of the shareholders on such share certificates shall be deemed as terminated automatically in above mentioned date in accordance with Interim Article no: 6 of Capital Markets Board as amended with Article no: 157 of the Law No: 6111 which entered into force by being published in repeated Official Gazette dated 25 February Accordingly, our shareholders, who have not registered their shares yet, should dematerialize their shares at the Central Registry Agency Inc. as soon as possible in order that their rights are not lost. Board s Report, Auditor s Report and Balance Sheet and Profit / Loss Statement of our company for 2011 shall be made available for inspection at Financial Affairs Directorate of our Company with above mentioned address as of 02 April 2012 and it is kindly requested for our esteemed shareholders to attend the meeting at stated date and hour.

3 AGENDA 1- Opening and Formation of the Council, 2- Authorization of the Council for signing of the meeting records, 3- Reading and discussion of the summaries of the Board s activity report, reports of independent audit firm and auditors, 4- Statement of the donations and charity works accomplished in 2011 by the Company, 5- Giving information to the general assembly concerning the concerned party transactions made in Giving information to the general assembly concerning the guarantees, liens or hypothecs granted in favor of third parties and acquired income and gains in Giving information to the general assembly concerning the wage policy of the board members and upper management in accordance with the corporate governance principles, 8- Reading, discussion and approval of the balance sheet and profit and loss accounts and discussion and approval or rejection of the proposal of the Board concerning the distribution of 2011 profit, 9- Release of the members of the Board and auditors related to 2011 activities, 10 - Approval of the amendment of the articles 17, 21, 23, 30 and 36 of the Articles of Association and insertion a new articles under number 40 to the Articles of Association; based on the permission of the Capital Markets Board and T.R. Ministry of Customs and Commerce, 11- Appointment of the members of the Board of Directors, appointment of the independent Board members and determination of term of office of Board members, 12- Appointment of the auditors and determination of their term of office 13-Determination of the honorarium of the members of the board and auditors, 14- Approval of the independent auditing firm selected by the Board, 15- Grant of permission to the shareholders holding the management control, board members, upper management and their spouses and blood or affinity relatives by up to the second degree, to enter into transactions that may cause conflict of interest with the company or its subsidiaries and to compete; 16- Granting the permissions to the chairman and members of the board stated in the Articles 334 and 335 of the Turkish Commercial Code.

4 EXPLANATIONS ABOUT MEETING AGENDA 1-Opening and Formation of the Council, Chairman and Council, which shall manage the meeting of General Assembly, shall be elected pursuant to provisions of Turkish Commercial Code and Regulation on General Assembly Meetings of Equity Companies, and Commissars who shall attend in these meetings. 2- Authorization of the Council for signing of the meeting records, Authorization of the Council for writing the decisions made in the General Assembly into the records pursuant to Turkish Commercial Code and Regulations shall be submitted for approval of our shareholders. 3- Reading and discussion of the summaries of the Board s activity report, reports of independent audit firm and auditors, Board s Activity Report, Reports of Independent Audit Firm and Auditors for the fiscal period of shall be submitted for information of Ordinary General Assembly pursuant to Turkish Commercial Code and provisions of Capital Markets Board and relevant regulations. It shall be possible to access into aforementioned documents from our head office located at Kaya Sultan Sok. Hüseyin Bağdatlıoğlu İş Merkezi No:81 Kat:5-8 Bostancı Kadıköy/ISTANBUL or web site: www. akcansa.com.tr under the title of Finansal Raporlama ve İstatistikler. Independent Audit Report and supervisory board s Report are available in our Annual Report for Statement of the donations and charity works accomplished in 2011 by the Company, Due to the fact that donations made during the year should be submitted for information of the general assembly in accordance with Article no: 7 of Capital Markets Board s Communiqué Serial IV, No: 27, aforementioned article is not related to approval of the General Assembly and it is only for information purpose. Donation has been made in the amount of ,71 TL in 2011 pursuant to the provisions concerning making donation to the Universities, educational institutions, foundations given exemption, public associations and such persons and/or institutions under Capital Markets regulation in Article no: 3/15 of our Articles of Association, information shall be given concerning the donation amount and donated institutions in the General Assembly. 5- Giving information to the general assembly concerning the concerned party transactions made in 2011 Information shall be given to the General Assembly concerning the report prepared about the subject by Board of Directors. It is available in web site: www. akcansa.com.tr under the title of Kurumsal Kimlik ve Yönetim.

5 ( Annex: 1 ) 6- Giving information to the general assembly concerning the guarantees, liens or hypothecs granted in favor of third parties and acquired income and gains in 2011 Our company does not have any interest acquired due to TRI in favor of third parties in 2011, therefore, income or expense for TRI purpose has not realized in Giving information to the general assembly concerning the wage policy of the board members and upper management in accordance with the corporate governance principles, (Annex:2 ) 8- Reading, discussion and approval of the balance sheet and profit and loss accounts and discussion and approval or rejection of the proposal of the Board concerning the distribution of 2011 profit, Profit-loss accounts for the fiscal period ending in shall be read and submitted in the general assembly and shall be submitted for approval of our shareholders pursuant to Turkish Commercial Code and Capital Markets Board Provisions and Regulations. Furthermore, Profit distribution proposal of the Board of Directors shall be submitted for approval of the General Assembly. Aforementioned documents are available in our Head Office or web site: www. akcansa.com.tr under the title of Yatırımcı Merkezi, Yönetim Kurulu Kararları. ( Annex: 3 ) 9- Release of the members of the Board and auditors related to 2011 activities, Release of the members of the Board and auditors related to 2011 accounts and activities shall be submitted for approval of the General Assembly pursuant to Turkish Commercial Code and Regulations Approval of the amendment of the articles 17, 21, 23, 30 and 36 of the Articles of Association and insertion a new articles under number 40 to the Articles of Association; based on the permission of the Capital Markets Board and T.R. Ministry of Customs and Commerce, It shall be negotiated the submission for approval of General Assembly and resolution of the amendments made to our Company s Articles of association as stated below for providing compliance with Corporate Governance Principles in accordance with Capital Markets Board s Communiqué Serial IV, No: 56 Concerning Determination and Application of Corporate Governance Principles. (Annex:4) 11- Appointment of the members of the Board of Directors, appointment of the independent Board members and determination of term of office of Board members, Terms of office of Board Chairman and members shall expire in Selection shall be made in our Ordinary Meeting of General Board to be held in Curriculum vitae of our Board members are available in the web site: and in our annual report. Board of directors shall be determined by the General Assembly and then shall be submitted for approval of General Assembly in accordance with provisions of Turkish Commercial Code and regulations.

6 12- Appointment of the auditors and determination of their term of office Duty commencement date of the auditors is and they have been selected for one year period. Selection shall be made for the auditors whose term of office expires, in the General Assembly in Determination of the honorarium of the members of the board and auditors, It shall be determined in the General Assembly. 14- Approval of the independent auditing firm selected by the Board, Independent Auditing Firm selected by the Board for inspection of activities and accounts of 2012 shall be submitted for approval of the General Assembly in accordance with the communiqué about CMB Independent Auditing Standards published by Capital Markets Board. It was resolved to select DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş for auditing the financial statements for the year of 2012 with reference to opinion and proposal of Audit Committee with dated decision of our Company s Board of Directors and to submit such selection for approval of General Assembly. 15- Grant of permission to the shareholders holding the management control, board members, upper management and their spouses and blood or affinity relatives by up to the second degree, to enter into transactions that may cause conflict of interest with the company or its subsidiaries and to compete; Prior approval should be granted by the General Assembly to the shareholders holding the management control, board members, upper management and their spouses and blood or affinity relatives by up to the second degree, to enter into transactions that may cause conflict of interest with the company or its subsidiaries and to compete, in accordance with mandatory Corporate Governance Principle no of CMB, and information should be given to the General Assembly concerning aforementioned transactions. Grant of aforementioned permission shall be negotiated for fulfillment of the requirement of these regulations. 16- Granting the permissions to the chairman and members of the board stated in the Articles 334 and 335 of the Turkish Commercial Code. Due to the fact that it is possible for our board members to enter into transactions pursuant to Article 334 titled as Prohibition of Entering into Transaction with Company, and Article 335 titled as Prohibition of Competition, in the Turkish Commercial Code, only with approval of General Assembly, granting the aforementioned permission shall be submitted for approval of our shareholders in the General Assembly. ANNEXES: (ANNEX: 1 ) AKÇANSA ÇİMENTO SANAYİ TİCARET AŞ. REPORT ON RELATED PARTY TRANSACTIONS FOR THE YEAR OF 2011 General Information This report has been prepared in accordance with the Communiqué Serial: IV, No: 52 of the Capital Market Board and 5 th Article of the Communiqué on Principles to be Obeyed by Joint Stock Companies Subject to the Capital Market Law Serial: IV, No: 41. In the event that amount of asset, service and liability transfer transactions which are continuous and widespread within an accounting period between the companies, of which shares are traded on the Istanbul Stock Exchange, and related parties,

7 reaches to 10 % or more of total assets or total of gross sales in the annual financial statements to be publicly announced in accordance with relevant article, it has been obliged to prepare a report in relation to the conditions of the transactions and comparison with market conditions by the company s board of directors. The purpose of this report is to disclose the conditions of the transactions which Akçansa Çimento San. Ve Tic. A.Ş. has executed with the related parties as defined in the International Accounting Standard number: 24 (IAS 24) defined in CMB legislation, provided that they are not included in the scope of trade secret, and to indicate that it does not result against Company shares and minority interests in comparison with market conditions. Detailed information on the transactions, which we have executed with the related parties, has been disclosed in the footnote no: 37 which we have publicly announced in the financial statement and footnotes dated of Akçansa Çimento San. Ve Tic. A.Ş. This report includes only the transactions exceeding the limit of 10 % in accordance with above mentioned communiqués. Information on Akçansa Çimento Sanayi Tic. A.Ş. Akçansa Çimento Sanayi ve Ticaret Anonim Şirketi Akçansa was established in September 30, 1996 with the merger of Akçimento Ticaret Anonim Şirketi Akçimento which was established in 1967 and Çanakkale Çimento Sanayi Anonim Şirketi Çanakkale which was established in Mortelmaattschappij Eindhoven B.V. (Mortel), which was owned by Cimenteries CBR S.A. CBR completely, acquired 97,7% share of Çanakkale in January 12, CBR exchanged its shares in Çanakkale with 30 % of Akçimento shares held by the companies affiliated with Hacı Ömer Sabancı Holding Anonim Şirketi by majority in July 24, Akçimento merged with Çanakkale and ceased to exist as effective from October 1, 1996, and name of Çanakkale was changed as Akçansa Çimento Sanayi ve Ticaret Anonim Şirketi. Shares of Akçansa have been traded in the Istanbul Stock Exchange since All shares of Akçansa Çimento Sanayi ve Ticaret A.Ş. at the rate of 39,72% owned by CBR International Holdings B.V. which is a subsidiary of HeidelbergCement A.G. at the rate of 100% were transferred to HeidelbergCement Mediterranean Basin Holdings S.L. which is also a subsidiary of HeidelbergCement A.G. at the rate of 100% in November 27, The company, of which main area of activity is production and sale of cement, clinker, concrete and aggregate, operates in Marmara, Aegean and Black Sea regions and produces cement and clinker at its three plants in Istanbul- Büyükçekmece, Çanakkale and Samsun-Ladik. The company has also five cement terminals located at Istanbul-Ambarlı, İzmir-Aliağa, Yalova, Yarımca and Hopa. Akçansa started to provide services with the brand of Betonsa as a result of its merger with its subsidiary, Betonsa, in 1998 and produces ready-mixed concrete in more than 35 plants which spread over Marmara and Aegean regions. The company merged with another subsidiary Agregasa Agrega in 2002 and maintains its aggregate production activities in 4 plants under the brand of Agregasa. Information on Conditions of Transactions Executed with Related Parties and Their Conformity with Market Conditions Sales which appear as exceeding 10 % of the sales made between the dates of are related to HC Trading Malta and they are stated in the footnote no: 37 of the independent audit report dated

8 Akçansa exports the most of cement and clinker produced through HC Trading Malta. Our company sells most of its production to its local customers in Turkey and exports the balance part. Idle capacity in the cement sector is a sectoral problem because closing a production plant and then putting into operation again is quite costly. Therefore, Akçansa continues its production activities without interruption. This condition creates overstock in terms of Akçansa and surplus production is exported through HC Trading Malta. Thus, export volume is subject to the extent of demand in the domestic market. If sufficient demand has not occurred in the domestic market, it increases the export of Akçansa. Akçansa does not have any commitment for quantity of sales it has made to HC Trading. HC Trading Malta sells cement and clinker which it has purchased from Akçansa, to third parties in the abroad. Gross sale amount of Akçansa in 2011 is TL. Cement and clinker sales volume for HC Trading Malta is TL in 2011 and ratio of sales made to gross total sales has realized as 11%. Akçansa exports its products to HC Trading Malta, and HC Trading Malta sells exported goods to its customers. HC Trading creates significant value to products in terms of persistance of export markets and marketing activities.. HC Trading does not apply any other process for the products or does not make them more complicated products. It sells them directly to its own customers. Akçansa exports its products on FOB price basis to HC Trading. HC Trading Malta informs Akçansa about acceptable prices for the customers. Akçansa has final decision about whether products are sold or not. HC Trading Malta does not make any agreement with the customers without approval of Akçansa. Akçansa calculates its own export price by deducting an agreed and international generally accepted definite sales commission, and issues invoice on the basis of such amount to HC Trading. Resale Price Management has been preferred in the sales to the company. Information on the Company Subject to Report HC Trading Malta operates as Malta branch of HC Trading company. HC Trading is 100% subsidiary of Heidelberg Cement AG which holds shares of our Company indirectly at the rate of 39,72%. HC Trading was established in order to conduct the commercial activities of Group companies around the world, to meet the requirements of other companies with increasing quality and to provide services in all their commercial activities in HC Trading trades notably clinker, white cement, oil well cement, blast furnace slag, plaster, lime and other materials required by cement sector. HC Trading is the foreign trade unit of Heidelberg Cement Group having offices in Dubai, Florida, Istanbul, Malta, Shanghai and Singapore. More than 800 ships operated by HC Trading call at approximately 130 ports in 80 countries. HC Trading has divided its activities into east and west. Western regions are Mediterranean, Black Sea, Europe, America and Middle East. Eastern regions are Asia Pacific, Far East and Africa. CONCLUSION Due to the fact that amount of Akçansa Çimento s product sales transactions, which are continuous and widespread with HC Trading Malta within an accounting period, reaches to more than 10 % of total assets or total of gross sales in the annual financial statements publicly announced in accordance with the Communiqué Serial: IV, No: 41 of the Capital Market Board, information on condition of transactions against market conditions has been provided by explaining conditions of transactions

9 executed with HC Trading Malta by the Company, price determination management and reasons in this report. Transactions executed with HC Trading Malta are at arm s length in accordance with related party disclosures in relevant communiqué of CMB. (ANNEX:2 ) WAGE POLICY FOR THE MEMBERS OF THE BOARD OF DIRECTORS AND TOP MANAGERS This policy document defines the wage systems and applications of the members of the board of directors and the top-level managers in the coverage of having administrative responsibility in the coverage of the regulations of SPK (Capital Markets Board). The fixed wage is determined in the ordinary general board meeting every year to be valid for all of the members of the board of directors of the company. The payment is made in the coverage of the policy which is determined for the toplevel managers the details of which are explained below to the members of the board of directors in execution. The payment plans based on the performance of the company are not used in wage determination the independent members of the board of directors. The payment is made at prorate basis to the members of the board of directors by means of taking into consideration that they are on duty as of the dates of appointment and leaving. The expenditures which are covered because of the contributions which are made to the company by the members of the board of directors (such as transportation, telephone, insurance etc. expenditures) could be covered by the company. The wages of the top-level managers are composed of two components as fixed and based on performance. Our wage determination policy, wage and fringe benefits management, arranged and applied in accordance with the competitive, rewarding and motivating criteria main targets which appreciate the high performance and as just and objective. The main targets of our wage policy are as follows; making wage determination by means of attaching a particular importance to the concepts of work size, performance, contribution to the work, knowledge / skills and capabilities, ensuring the wage balance both in the company and between the companies and the competition in the market and motivating the employees and increasing their commitment and acquiring to our company the workforce with the appropriate capability to ensure our company to attain its targets. The Work Family Model which we apply in the structure of our company defines the roles in the organization, fundamental responsibility examples, performance indicators, skill/capability/experience and capabilities and our wage determination policy is based on an objective system which is established on our Work Family Model as well.

10 In addition to this, the purpose of the Variable Wage management which is applied in our Company is to reward the success for the purpose of supporting our company to realize its budget targets and to obtain the work results above their targets and to place the target-focused performance culture in our company. Fringe benefits item is taken up as an important part of our total rewarding management in order to support the wage management with the fringe benefits. The fringe benefits which we provide as a company include the principles of being just and competitive, in compliance with the market conditions. (ANNEX:3) 2011 annual report (38 th Term) of our company will be submitted to the General Assembly to be held on April 24, 2012; in accordance with the related principles and rules. First reserve fund, taxes and legal obligations shall be deducted from 2011 balance consolidated profit of ,00 TL, in accordance with Article 33 of the Articles of Association and communiqués of Capital Markets Board. The remaining distributable profit of ,25 TL and ,85 TL at the excess reserve fund will be distributed according to the below stated table: First Share Of Profit ,19 TL. Second Share Of Profit ,29 TL. Second Legal Reserve Fund ,80 TL. Profit payment from excess reserve ,95 TL. Excess Reserve Fund ,87 TL ,43 shall be distributed as profit; Thus, a total of ,43 TL share profit from the 2011 profit will be distributed to the shareholders representing ,25 TL of company capital, at a rate of % 46,34 (gross) %39,389 (net) from 26/04/2012 in cash. This resolution will be submitted to the approval of the General Assembly to be held on April 24, 2012.

11 Akçansa Çimento Sanayi ve Ticaret A.Ş. Statement of Profit Distribution for 2011 (TL) 1. Paid-up / Issued Capital ,25 2. Total Legal Reserve Fund (According to Legal Records) ,91 Primary Legal Reserve Fund ,90 Secondary Legal Reserve Fund ,01 If there is any privilege in the profit distribution in accordance with the articles of association, information on the aforementioned privilege None According to CMB According to Legal Records 3. Profit for the Period , ,11 4. Payable Taxes (-) , ,34 5. Net Profit for the Period (=) , ,77 6. Accumulated Losses (-) 7. Primary Legal Reserve Fund (-) , ,75 8. NET DISTRIBUTABLE PROFIT FOR THE , ,02 PERIOD (=) 9. Donations made during the year (+) ,71 10 Net distributable profit for the period to which donations were added and according to which first dividend will be calculated ,96 11 First Dividend to the Partners - Cash ,19 - Free - Total ,19 12 Dividend Distributed to Preference Share Holders 13 Dividend to members of Board of Directors, employees etc. Dividend distributed to Dividend Share Holders Second Dividend to the Partners ,29 16 Secondary Legal Reserve Fund ,80 17 Statutory Reserves 18 Special Reserves 19 EXTRAORDINARY RESERVE ,87 0,00 20 Other Funds Stipulated to Distribute - Profit of the Previous Year - Extraordinary Reserves , ,95 - Other Reserves Distributable in Accordance with Law and Articles of Association

12 INFORMATION ON DISTRIBUTED DIVIDEND RATIO INFORMATION OF DIVIDEND PER SHARE GROSS GROUP TOTAL DIVIDEND AMOUNT(TL) DIVIDEND PER SHARE WITH NOMINAL VALUE OF 1 TL AMOUNT (TL) RATIO (%) A B TOTAL ,43 0, , NET A B TOTAL ,71 0, , RATIO OF DISTRIBUTED DIVIDEND TO NET DISTRIBUTABLE PROFIT FOR THE PERIOD TO WHICH DONATIONS WERE ADDED AMOUNT OF DIVIDEND DISTRIBUTED TO THE RATIO OF DIVIDEND DISTRIBUTED TO THE PARTNERS, TO NET DISTRIBUTABLE PROFIT FOR THE PERIOD TO WHICH DONATIONS WERE ADDED (%) PARTNERS (TL) ,43 0,86458

13 (EK:4) AKÇANSA ÇİMENTO SANAYİ VE TİCARET ANONİM ŞİRKETİ ARTICLES OF ASSOCIATION AMENDMENT DRAFT PREVIOUS VERSION NEW VERSION Article - 17 Article - 17 Remuneration for the Board of Directors Remuneration for the Board of Directors The Members of the Board of Directors do not receive any remuneration unless agreed otherwise by the General Assembly. The compensation and attendance fee for the members of the board of directors should be determined by the General Assembly in accordance with the capital markets legislation. Article - 21 Article - 21 Way of Summoning the General Assembly for a Meeting, Announcement and Agenda of the Meeting Way of Summoning the General Assembly for a Meeting, Announcement and Agenda of the Meeting 1- Primarily, the Board of Directors and in case of their omission, the Auditors are authorized to call the General Assembly for an Ordinary or Extraordinary meeting. 1- Primarily, the Board of Directors and in case of their omission, the Auditors are authorized to call the General Assembly for an Ordinary or Extraordinary meeting. 2- Apart from those stated above, the Board of Directors or Auditors are obliged to call the General Assembly for an extraordinary meeting upon the written request including the requisite reasons arranged by the shareholders having the Shares representing at least one tenth of the Company s capital or to put in the agenda the items that they want to be discussed if the meeting of the General Assembly is already agreed. It is required that the items considered to be put in the agenda should be notified before the announcement and distribution of the invitations for the meeting. 2- Apart from those stated above, the Board of Directors or Auditors are obliged to call the General Assembly for an extraordinary meeting upon the written request including the requisite reasons arranged by the shareholders having the Shares representing at least one twentieth of the Company s capital or to put in the agenda the items that they want to be discussed if the meeting of the General Assembly is already agreed. It is required that the items considered to be put in the agenda should be notified before the announcement and distribution of the invitations for the meeting. 3- If the requests of the shareholders having the Shares representing at least one tenth of the Company s capital are not taken into consideration by the Board of Directors and the Auditors, the competent court in the place of jurisdiction where the Head Office of the Company is located shall be authorized to convene the General Assembly for a meeting and to put on the agenda the items required upon the request of the shareholders having the Shares representing at least one tenth of the Company s capital. 3- If the requests of the shareholders having the Shares representing at least one tenth of the Company s capital are not taken into consideration by the Board of Directors and the Auditors, the competent court in the place of jurisdiction where the Head Office of the Company is located shall be authorized to convene the General Assembly for a meeting and to put on the agenda the items required upon the request of the shareholders having the Shares representing at least one twentieth of the Company s capital. 4- The invitations for the Ordinary or Extraordinary meetings of the General Assembly shall include the place, date and hour of meeting and the event shall be published in the Trade Registry Journal 4- The invitations for the Ordinary or Extraordinary meetings of the General Assembly shall include the place, date and hour of meeting and the event shall be published in the Trade Registry Journal

14 and also in at least one newspaper circulated in the region where the Company s Head Office is located and determined by the Board of Directors at least two weeks before the actual date of meeting excluding the dates of invitation and meeting. and also in at least one newspaper circulated in the region where the Company s Head Office is located and determined by the Board of Directors at least three weeks before the actual date of meeting excluding the dates of invitation and meeting. 5- If the invitation for a meeting is based on a decree of a court, then the permit of the court should be stated within the announcements published. 5- If the invitation for a meeting is based on a decree of a court, then the permit of the court should be stated within the announcements published. 6- It is required that the agenda should be specified in the announcements about the meetings of the General Assembly. 6- It is required that the agenda should be specified in the announcements about the meetings of the General Assembly. 7- The agenda of the Ordinary Meeting of the General Assembly shall include the issues stated below as required by the article 369 of the Turkish Commercial Code: a- Reading of the reports submitted by the Board of Directors and Auditors, b- The approval or amendment or rejection of the Company s Balance Sheet and the Profit and Loss Statement and the proposals about the distribution of profit, c- Re-election or replacement of the Members of the Board of Directors and Auditors, whose terms of office have expired, d- Approval of the elections if there are any members of the board elected temporarily as per the provision of the article 11, e- Determination of the attendance fees and remuneration to be given to the Members of the Board of Directors and the Auditors, f- The other issues considered necessary to be discussed. 7- The agenda of the Ordinary Meeting of the General Assembly shall include the issues stated below as required by the article 369 of the Turkish Commercial Code: a- Reading of the reports submitted by the Board of Directors and Auditors, b- The approval or amendment or rejection of the Company s Balance Sheet and the Profit and Loss Statement and the proposals about the distribution of profit, c- Re-election or replacement of the Members of the Board of Directors and Auditors, whose terms of office have expired, d- Approval of the elections if there are any members of the board elected temporarily as per the provision of the article 11, e- Determination of the attendance fees and remuneration to be given to the Members of the Board of Directors and the Auditors, f- The other issues considered necessary to be discussed. 8- The items not specified in the agendas of both the Ordinary and Extraordinary Meetings of the General Assembly shall not be discussed or resolved by the General Assembly. 8- The items not specified in the agendas of both the Ordinary and Extraordinary Meetings of the General Assembly shall not be discussed or resolved by the General Assembly. Article - 23 Article - 23 Attendance of a Superintendent in the Meetings Attendance of a Superintendent in the Meetings 1- It is required that both the Ordinary and Extraordinary Meetings of the General Assembly should be notified to the Ministry of Trade and their agendas and the copies of the related documents should be sent to the said Ministry at least 15 days before the meeting. 1- It is required that both the Ordinary and Extraordinary Meetings of the General Assembly should be notified to the Ministry of Trade and their agendas and the copies of the related documents should be sent to the said Ministry at least three weeks before the meeting. 2- It is a precondition that the Superintendent of the Ministry of Trade should be present in all of the meetings. The resolutions taken in the meetings of the General Assembly held in absentia of the Superintendent shall be 2- It is a precondition that the Superintendent of the Ministry of Trade should be present in all of the meetings. The resolutions taken in the meetings of the General Assembly held in absentia of the Superintendent shall be

15 considered as null and void. considered as null and void. Article - 30 Article - 30 Amendment of the Articles of Incorporation Amendment of the Articles of Incorporation 1- The permission of the Ministry of Trade shall be taken before all of the amendments to be made in the Articles of Incorporation hereby. 1- The approval of the Capital Markets Board and the necessary permission of the T.R. Ministry of Customs and Commerce shall be taken before all of the amendments to be made in the Articles of Incorporation hereby. 2- The resolution of the General Assembly about the amendment of the Articles of Incorporation shall be registered by the Board of Directors at the Trade Registry located in the jurisdiction where the Company s head and branch office are located and if there are issues subject to announcement, then the related issues shall be published in the Turkish Trade Registry Gazette. The resolution for amendment shall not be valid and effective before the registration. 2- The resolution of the General Assembly about the amendment of the Articles of Incorporation shall be registered by the Board of Directors at the Trade Registry located in the jurisdiction where the Company s head and branch office are located and if there are issues subject to announcement, then the related issues shall be published in the Turkish Trade Registry Gazette. The resolution for amendment shall not be valid and effective before the registration. Article - 36 Article - 36 Announcement of the Company Announcement of the Company 1- The announcements and declarations of the company shall be published before at least (2) days in a newspaper circulated in the region where the Company s head office is located providing that the provisions of the paragraph 4 of the article 37 of the Turkish Commercial Code shall be reserved. 1- The announcements and declarations of the company shall be published before at least (2) days in a newspaper circulated in the region where the Company s head office is located providing that the provisions of the paragraph 4 of the article 37 of the Turkish Commercial Code shall be reserved. 2- However, the announcements about the invitations for meeting of the General Assembly should be published at least two weeks before the date of event excluding the dates of publication and meeting in accordance with the provisions of the article 368 of the Turkish Commercial Code. 2- However, the announcements about the invitations for meeting of the General Assembly should be published at least three weeks before the date of event excluding the dates of publication and meeting in accordance with the provisions of the article 368 of the Turkish Commercial Code. 3- The provisions of the articles 397 and 438 of the Turkish Commercial Code shall apply for the announcements about the decrease of capital and liquidation. 3- The provisions of the articles 397 and 438 of the Turkish Commercial Code shall apply for the announcements about the decrease of capital and liquidation. 4- The announcements to be made as required by the Provisions of the Capital Market Board shall be declared and announced in accordance with the manner and conditions specified in the said law. 4- The announcements to be made as required by the Provisions of the Capital Market Board shall be declared and announced in accordance with the manner and conditions specified in the said law. 5- The Board of Directors of the Company is obliged and responsible to submit the announcement made and the annual report to the Capital Market Board within thirty days following 5- The Board of Directors of the Company is obliged and responsible to submit the announcement made and the annual report to the Capital Market Board within thirty days following

16 the date of meeting of the General Assembly. the date of meeting of the General Assembly. Article 40 Compliance with the Corporate Governance Principles: The Corporate Governance Principles declared mandatory by the CMB shall be applied. Transactions and resolutions of board of directors adopted not in compliance with the mandatory principles are invalid and are considered contradictory with the articles of association. The regulations of the CMB related to corporate governance shall be complied with for transactions which are considered to be of important nature according to the application of the Corporate Governance Principles and all transactions with concerned parties and guarantees, liens or hypothecs to be granted in favor of third parties. The number and criteria of the independent board members who shall take office in the board of directors shall be determined according to the regulations of the CMB related to corporate governance.