DATE: 05.01.2017 15:43:09 - Material Disclosure (Update) Summary: The transactions have been completed for the sales of Capintec, Inc., 100% owned by Eczacıbaşı-Monrol Nükleer Ürünler Sanayi ve Ticaret A.Ş. We announced that the share purchase and sale contract was concluded on 1st September 2016 regarding the sales of all of the shares of the company Capintec Inc., of which 100% of shares is owned by Eczacıbaşı-Monrol Nükleer Ürünler Sanayi ve Ticaret A.Ş. being our Company's 49.998% affiliate carrying business in nuclear medicine, and which is incorporated in the USA and operates in the field of the manufacture and service of energy measurement devices in nuclear medicine, to V.O.S.S. Varinak Onkoloji Sistemleri Satış ve Servis A.Ş. for TL 25,000,000 and that the part of TL 10,000,000 of the sales price was collected on the same day; and in our announcement dated 22nd December 2016, we announced that the part of TL 12,000,000 of the remaining amount was collected and that the share transfer transactions would be completed until 15th January 2017 at the latest. For the present situation, the mentioned share transfer transactions have been completed as of today and the balance amount of TL 3,000,000 has been collected. DATE: 31.01.2017 14:48:14 - Material Disclosure (Update) Summary: Announcement regarding Eczacıbaşı Baxter's Extraordinary General Assembly Meeting held today. In our previous announcements about Eczacıbaşı Baxter Hastane Ürünleri Sanayi ve Ticaret A.Ş. (Eczacıbaşı-Baxter), our jointly controlled partnership; we announced that the serum production activities would be gradually terminated; that within this scope, some assets and equipment related to serum production were transferred; and that the contracts were concluded related to making the production facilities be used until 31st December 2017. As a continuation of all these developments, during Eczacıbaşı Baxter's Extraordinary General Assembly Meeting held today, it has been decided to legally initiate the liquidation process of the company under the provisions of the Commercial Code. DATE: 17.03.2017 14:08:38 - Related Party Transactions Summary: Conclusion Section of the Report Regarding Common and Continuous Related Party Transactions Pursuant to Article 10 of the Corporate Governance Communique number II-17.1 of the Capital Markets Board, the conclusion section of the "Report Regarding Common and Continuous Related Party Transactions" drawn up by the Board of Directors of our Company is presented below for the information of our shareholders. Conclusion Section of the Report: Pursuant to Article 10 entitled "Common and Continuous Transactions" of the Corporate Governance Communique No. II-17.1 of the Capital Markets Board, since the amount of the product purchases conducted by Eczacıbaşı Girişim Pazarlama Tüketim Ürünleri Sanayi ve Ticaret A.Ş., a subsidiary of our Company, with İpek Kağıt Sanayi ve Ticaret A.Ş. in fiscal year 2016 exceeded 10% of the cost of sales shown in our company's publicly announced consolidated financial statements of 2016 and since it is forecasted that transactions of same quality will continue also in 2017 in accordance with the principles determined; the conditions of such transactions with İpek Kağıt Sanayi ve Ticaret A.Ş., the price determination method and the grounds for the selection of that method have been explained, and it has been assessed that the transactions are consistent with the previous years, and are in compliance with the market conditions and legislative regulations.
DATE: 17.03.2017 14:46:02 - Determination of the Independent Audit Firm Summary: Independent Audit Firm Proposal of the Board of Directors for the Year 2017 During its meeting on 17th March 2017, our Board of Directors decided; Upon the proposal of our company's Audit Committee pursuant to the Capital Markets Legislation, to submit the issue of executing a contract for 1 year with the Independent Audit Firm "PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş." for the auditing of the 2017 accounting period to the shareholders for approval during the Ordinary General Assembly Meeting to be held for the year 2016. DATE: 20.03.2017 18:18:57- Announcement Regarding Dividend Distribution Transactions Summary: Decision of the Board of Directors Regarding Dividend Distribution Date of the Decision of the Board of Directors : 20.03.2017 Method of Payment for Cash Dividend : Cash Currency : TL Payment in Shares : Not applicable Amounts and Rates of Payment for Cash Dividend Information on Share Group ECILC, TRAECILC91E0 Payment Cash Dividend to Be Paid for Each Share with A Nominal Value of TL 1 - Gross (TL) Cash Dividend to Be Paid for Each Share with A Nominal Value of TL 1 - Gross (%) Cash Dividend to Be Paid for Each Share with A Nominal Value of TL 1 - Net (TL) Cash Dividend to Be Paid for Each Share with A Nominal Value of TL 1 - Net (%) Cash 0.5 50 0.425 42.5 Cash Dividend Payment Date Payment Proposed Date to Exercise the Right to Receive Cash Dividend (1) Finalized Date to Exercise the Right to Receive Cash Dividend (2) Payment Date (3) Registration Date (4) Cash 08.05.2017 10.05.2017 09.05.2017 (1) Date (proposed) when dividend will be paid by the company and when share will start to be traded without right for dividend. (2) Date (finalized) when dividend will be paid by the company and when share will start to be traded without right for dividend. (3) Date when entry will be made into accounts of shareholders whose shares are traded in the stock exchange. (4) Date when beneficiaries of shares traded in the stock exchange are determined. Amounts and Rates of Payment for Dividend in Shares Information on Share Group Amount of Dividend to Be Distributed in Shares (TL) Rate of Dividend to Be Distributed in Shares (%) ECILC, TRAECILC91E0 0 0
During the meeting of our Board of Directors held today; It was determined that our company's distributable net profit of the period as of 31st December 2016 was TL 173,045,026 on the consolidated financial statements, which were issued pursuant to the Communique on Principles Related to Financial Reporting in Capital Market number II-14.1 of Capital Markets Board ( CMB ) and which were independently audited, and was TL 223,401,511 on the financial statements issued according to the legal records. Related to the distribution of the profit of 2016, the distributable net profit of the period included in the consolidated financial statements was taken as basis for the share distribution of the period in accordance with the regulations of CMB on profit distribution, the article 26 of our Articles of Association and the principles indicated in our Profit Distribution Policy; and it was deemed appropriate to distribute profit as indicated below, and it was decided to submit it to the General Assembly. Accordingly, it was decided to make proposal to our partners regarding the following issues; 1) To distribute cash dividend of TL 342,630,000 corresponding to 50% of the issued capital of our company, 2) Related to the dividend to be distributed; - To cover the amount of TL 157,609,800, corresponding to 23% of the capital, from the profit of the period, - To cover the amount of TL 46,463,695, corresponding to 6.78% of the capital, from the retained earnings in the consolidated financial statements and from the extraordinary reserves of 2007 in the legal financial statements, - To cover the balance amount of TL 138,556,505, corresponding to 20.22% of the capital, from the "Funds of Participation Stock and Real Estate Return on Sales" monitored within the account item of "Restricted Reserves Allocated from Profits" in the consolidated financial statements and from the "Funds of Participation Stock and Real Estate Return on Sales" monitored within the account item of "Specialized Funds" in the legal financial statements, 3) To pay dividend of gross 50% in cash to a share of TL 1 nominal value, and of the net amount found, after deducting the withholding rates included in the tax laws, to our full taxpayer real person partners and to our limited taxpayer real and legal person partners, 4) To transfer the balance amount of TL 53,457,031, after deducting the legal obligations and the forecasted dividend to be distributed from the pre-tax period profit of TL 267,551,734 accrued according to the legal records, to the Extraordinary Reserves, 5) And to start the distribution on 8th May 2017, during the Ordinary General Assembly Meeting to be held for the calendar year 2016.
1. Paid-in/Authorised Share Capital 685,260,000 2. General Legal Reserves (as per Statutory Records) 58,329,937 As per Capital Markets Board There are no preferred shares. As per Statutory Records 3. Profit for the Period 214,434,000 267,551,734 4. (29,631,000) (32,392,249) 5. Net Profit for the Period (=) 184,803,000 235,159,485 6. Prior Years' Losses (-) 0 0 7. Legal Reserve Fund (-) 11,757,974 11,757,974 8. NET DISTRIBUTABLE PROFIT FOR THE PERIOD (=) 173,045,026 223,401,511 9. Grants made during the year (+) 1,900 1,900 10. Net distributable profit including grants 173,046,926 223,403,411 11. 157,609,800 157,609,800 0 0 157,609,800 157,609,800 12. Dividends Distributed to Preferred Shareholdres 0 0 13. EİS ECZACIBAŞI İLAÇ, SINAİ VE FİNANSAL YATIRIMLAR SANAYİ VE TİCARET A.Ş. PROFIT DISTRIBUTION TABLE FOR 2016 (TL) Information concerning preferred shares, if, as per the Company's Articles of Association, there are any exceptions for preferred shares in distribution of dividend Taxes (-) First Category Dividend to Shareholders - Cash - Shares - Total Other Dividends Distributed - Members of theboard of Directors - Employees - Non-shareholders 0 0 0 0 0 0 14. Dividends Distributed to Holders of Usufruct Right Certificate 0 0 15. Second Category Dividend to Shareholders 0 0 16. Legal Reserve Fund 30,836,700 30,836,700 17. Status Reserves 0 0 18. Special Reserves 0 0 19. EXTRAORDINARY RESERVES 3,100,546 53,457,031 20. Other Sources Planned for Distribution 185,020,200 185,020,200 INFORMATION ON DIVIDEND PER SHARE GROUP TOTAL DIVIDEND AMOUNT CASH (TL) SHARES (TL) TOTAL DIVIDEND AMOUNT NET DISTRIBUTABLE PROFIT FOR THE PERIOD DIVIDEND PER SHARE FOR 1 TL NOMINAL VALUE RATIO (% ) AMOUNT (TL) SHARE (% ) NET (*) - 291,235,500 0 168.30 0.42500 42.50 (*) In calculating the net dividend, Income Tax witholding ratio was taken as 15%.
DATE: 20.03.2017 18:31:43 - Announcement Regarding General Assembly Transactions Summary: Invitation for the 2016 Ordinary General Assembly Meeting Type of General Assembly Meeting : Ordinary General Assembly Meeting Starting Date of Financial Year : 01.01.2016 Ending Date of Financial Year : 31.12.2016 Date of Decision : 20.03.2017 Date of General Assembly Meeting : 13.04.2017 Time of General Assembly Meeting : 09:00 Deadline to Become Shareholder to Participate in the General Assembly Meeting : 12.04.2017 Country : Turkey City : ISTANBUL District : SISLI Address : Wyndham Grand Istanbul Levent Hotel / Esentepe Mah. Büyükdere Cad. No: 177-183 Şişli, Istanbul 1) Opening and election of the Meeting Council, granting authorization to the Meeting Council to sign the minutes of the meeting, 2) Reading, discussion and approval of the Annual Report prepared by the Board of Directors for the year 2016, 3) Reading of the summary of Independent Audit Report for the fiscal year 2016 and briefing about the audit activity and its results to the General Assembly, 4) Reading, discussion and approval of the Financial Statements for the fiscal year 2016, 5) Release of the members of the Board of Directors for their affairs in the year 2016, 6) Discussion and determination of the proposal of the Board of Directors in accordance with the Dividend Distribution Policy of the Company, 7) Election of the new members of the Board of Directors and Independent Members, determination of their remuneration and duty terms, 8) Submitting for the approval of the General Assembly the Independent Audit Firm for the fiscal year 2017 proposed by the Board of Directors pursuant to the Article 399 of the Turkish Commercial Code and Capital Markets Board regulations, 9) Informing General Assembly regarding the donations and grants made by the Company in 2016, submitting the Donation and Grants Policy to the approval of General Assembly and determining the upper limit of donations to be made in the year 2017, 10) Giving information to the General Assembly regarding collaterals, pledges, mortgages and sureties granted by the Company to third parties and revenues and compensations obtained in 2016 pursuant to the Corporate Governance Principles, 11) Giving information to the General Assembly about the Remuneration Policy defined for the members of the Board of Directors and key management personel, 12) Authorizing the shareholders holding the management control, the members of the Board of Directors, the senior executives with administrative responsibility and their spouses and relatives related by blood or affinity up to the second degree second degree to compete with and to carry out transactions that might cause conflict of interest with the Company itself or its subsidiaries, to conduct the activities under the scope of the line of business of the Company directly or on behalf of others and to participate in the companies conducting such kind of activities in the year 2016 and to perform any other transactions pursuant to articles 395 and 396 of the Turkish Commercial Code for the year 2017, 13) Wishes.
During its meeting held today, our Board of Directors decided to hold the 2016 Ordinary General Assembly Meeting of our Company at 09:00 on Thursday, 13 th April 2017 in Wyndham Grand Istanbul Levent Hotel at Esentepe Mahallesi Büyükdere Caddesi No: 177-183 Şişli, Istanbul. The announcement for the General Assembly Meeting including the agenda, issued for the items to be discussed during the 2016 Ordinary General Assembly Meeting, and the power of attorney form as well as the Information Document including the explanations required for compliance with the regulations of Capital Markets Board are attached. DATE: 13.04.2017 17:14:33 - Announcement Regarding General Assembly Transactions Summary: Result of the General Assembly Meeting Results of the General Assembly Meeting Has the General Assembly Meeting Been Held? Results of the General Assembly Meeting Yes The Minutes of the Ordinary General Assembly Meeting containing decisions taken and the List of Attendees are attached hereto. Resolutions Passed Regarding Processes for Exercising Rights Dividend Distribution Discussed DATE: 13.04.2017 17:28:06 - Announcement Regarding Dividend Distribution Transactions Summary: Resolutions of the General Assembly regarding Dividend Distribution Date of the Decision of the Board of Directors : 20.03.2017 Date of General Assembly Meeting at which the Matter Has Been Discussed : 13.04.2017 Method of Payment for Cash Dividend : Cash Currency : TL Payment in Shares : Not applicable Amounts and Rates of Payment for Cash Dividend Information on Share Group ECILC, TRAECILC91E0 Payment Cash Dividend to Be Paid for Each Share with A Nominal Value of TL 1 - Gross (TL) Cash Dividend to Be Paid for Each Share with A Nominal Value of TL 1 - Gross (%) Cash Dividend to Be Paid for Each Share with A Nominal Value of TL 1 - Net (TL) Cash Dividend to Be Paid for Each Share with A Nominal Value of TL 1 - Net (%) Cash 0.5 50 0.425 42.5 Cash Dividend Payment Date Payment Proposed Date to Exercise the Right to Receive Cash Dividend (1) Finalized Date to Exercise the Right to Receive Cash Dividend (2) Payment Date (3) Registration Date (4) Cash 08.05.2017 08.05.2017 10.05.2017 09.05.2017 (1) Date (proposed) when dividend will be paid by the company and when share will start to be traded without right for dividend. (2) Date (finalized) when dividend will be paid by the company and when share will start to be traded without right for dividend. (3) Date when entry will be made into accounts of shareholders whose shares are traded in the stock exchange. (4) Date when beneficiaries of shares traded in the stock exchange are determined.
Amounts and Rates of Payment for Dividend in Shares Information on Share Group Amount of Dividend to Be Distributed in Shares (TL) Rate of Dividend to Be Distributed in Shares (%) ECILC, TRAECILC91E0 0 0 During the General Assembly Meeting of our Company held today, it has been resolved that the dividend distribution be performed in accordance with the dividend distribution proposal of the Board of Directors dated 20.03.2017 and that the dividend distribution date be determined as 8th May 2017. DATE: 13.04.2017 17:55:13 - Determination of the Independent Audit Company Summary: Approval of the Independent Audit Company, Proposed by the Board of Directors for the Year 2017, by the General Assembly During the General Assembly Meeting held today, it has been resolved that the Independent Audit Company "PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş." be elected for the auditing of the 2017 accounting period of our Company. DATE: 13.04.2017 18:34:29 - Committees of the Board of Directors Summary: Allocation of Duties for Members of the Board of Directors and Election of Committees The Board of Directors that convened today has unanimously resolved; 1) That the allocation of duties be made for the new Board of Directors which has been formed during the Ordinary General Assembly Meeting held today, and that Mr. Ferit Bülent Eczacıbaşı be elected as the chairman of the Board of Directors and Mr. Rahmi Faruk Eczacıbaşı be elected as the Vice-Chairman of the Board of Directors; 2) Within framework of the provisions set forth in the Communique on Corporate Governance numbered II-17.1 ("Communique") of the Capital Markets Board: i) that the Audit Committee as established within scope of the Capital Market legislation be composed of two independent members, and that Mr. Şenol Süleyman Alanyurt be elected as the president and Mr. Akın Dinçsoy be elected as the member of the said committee; ii) that the Corporate Governance Committee be composed of three members, and that Mr. Akın Dinçsoy be elected as the president and Mr. Mustafa Sacit Basmacı and Ms. Gülnur Günbey Kartal, Investor Relations Director, be elected as members of the said committee; iii) that the Corporate Governance Committee be entrusted with the duties of Nomination Committee and Remuneration Committee as described in the Communique; iv) and that the Early Risk Detection Committee be composed of two members, and that Mr. Akın Dinçsoy be elected as the president and Ms. Ayşe Deniz Özger be elected as the member of the said committee.
DATE: 18.04.2017 14:55:38 - Announcement Regarding General Assembly Transactions Summary: Registration of General Assembly Decisions Registration of General Assembly Decisions Has the General Assembly Meeting Been Registered? Yes Registration Date 18.04.2017 The 2016 Ordinary General Assembly Meeting of our Company held on April 13, 2017 was registered on April 18, 2017 by Istanbul Register of Commerce. DATE: 24.04.2017 17:50:39 - Determination of the Independent Audit Company Summary: Registration of independent auditor selection and its publication in the Turkish Trade Registry Gazette Announcement Content Title of Independent Audit Company : PwC Bağımsız Denetim ve SMMM A.Ş. Audit Period : 01.01.2017-31.12.2017 Date of General Meeting in which Audit Company was Approved : 13.04.2017 Official Registration Date : 18.04.2017 Date and Number of Official Commercial Registy Newspaper for Registration : 24.04.2017-9312 EXPLANATIONS: The general assembly resolution held on 13.04.2017 for the selection of PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as the independent auditor for the auditing of the 2017 accounting period has been registered on 18.04.2017 and published in the Turkish Trade Registry Gazette on 24.04.2017. DATE: 28.04.2017 15:29:06 - Notice Regarding the Exercise of the Retirement Right Summary Information: Information regarding the exercise of the retirement right The Significant Transaction Triggering the Exercise of the Retirement Right Date of Board of Directors Decision Regarding the Significant Transaction Vote of Independent Members of the Board of Directors Currency Sale of all our shares in Eczacıbaşı Girişim Pazarlama Tüketim Ürünleri Sanayi ve Ticaret A.Ş. 28.04.2017 Approved. TL ADDITIONAL REMARKS: At the meeting of the Board of Directors of our Company held today, it has been decided; 1) To sell all our shares in Eczacıbaşı Girişim Pazarlama Tüketim Ürünleri Sanayi ve Ticaret A.Ş., in which we have 48.13% interest, to Eczacıbaşı Holding A.Ş., 2) To determine the sales price after a valuation to be performed by an institution determined by the Capital Markets Board, 3) That the sales transaction is of a significant nature in accordance with the criteria specified in the CMB's Communiqué on Common Principles Regarding Significant Transactions and the Retirement Right, Numbered II-23.1 (Communiqué), Article 6, paragraph (c),
4) To initiate necessary procedures for the submission of the share sales transaction to the shareholders for approval at the Extraordinary General Assembly in accordance with the provisions of the Communiqué following valuation and determination of the sales price, 5) That the shareholders or their proxies who attend the Extraordinary General Assembly to be held in relation to the significant transaction and cast a negative vote and cause a dissenting opinion to be noted in the minutes of the meeting have the retirement right the partnership by selling their shares to the partnership. This decision has been given with the participation of independent members of the board of directors. Pursuant to the criteria specified in the CMB's Communiqué on Common Principles Regarding Significant Transactions and the Retirement Right, Numbered II-23.1 (Communiqué), Article 6, paragraph (c), the ratio of the consolidated income of TL 928,216 of Eczacıbaşı Girişim Pazarlama Tüketim Ürünleri Sanayi ve Ticaret A.Ş. as shown in the consolidated financial statements dated 31.12.2016 to the income of TL 1,412,645 as shown in our last annual consolidated financial statements is 65.7%, and as a result, the 50% criterion mentioned in the said article has been exceeded, and the transaction is regarded as a significant transaction. The exercise price for retirement right shall be determined as the arithmetical mean of the "adjusted" weighted average prices that occur in the stock exchange in thirty days, prior to the first disclosure of the transaction to the public, excluding the date of disclosure, in accordance with article 10 of the Communiqué. However, as there is dividend effect on the price of our shares, an adjustment will be made after cash dividend distribution on May 8, 2017, and then the exercise price for the retirement right shall be calculated according to the weighted average prices that are adjusted as per the principles set forth in the Communiqué and CMB regulations, and will be announced to the public through a new material disclosure. DATE: 05.05.2017 19:29:33 - Sale of Financial Fixed Assets Summary Information: This disclosure has been made to announce that negotiations have been started for the assignment of our shares in Eczacıbaşı- Schwarzkopf business partnership where our company owns 47% share to the other partner Henkel KGaA. Date of Board of Directors Decision Regarding the Sale - Does the Majority of Independent Members consent to the Board of Directors Decision Regarding the Sale? - Title of the Financial Fixed Asset Sold Eczacıbaşı-Schwarzkopf Kuaför Ürünleri Pazarlama A.Ş. Scope of Activities of the Financial Fixed Asset Sold Wholesale marketing of hair products Capital of the Financial Fixed Asset Sold TL 2,500,000 Date Transaction Concluded / is to be Concluded - Sales Terms Not Certain Yet Nominal Amount of Sold Shares TL 1,175,000 Price of Each Share - Total Amount - Ratio of Sold Shares to the Capital of the Financial Fixed Asset (%) 47 Ratio of Participation in the Financial Fixed Asset after the Sales (%) 0 Ratio of Voting Rights Held after the Sales to the Total Voting Rights of the Financial Fixed Asset (%) 0 Ratio of the Sold Financial Fixed Asset to Total Assets in the Recent Financial Statements of the Corporation Disclosed to Public (%) 0.31 Ratio of the Transaction Amount to the Proceeds Generated in the Annual Financial Statements Last Disclosed - Effect on the Corporation s Activities - Amount of Profit Earned/Loss Incurred due to the Sales - If any, How proceeds will be Evaluated -
Date of Board of Directors Decision Regarding the Application of the Profits, if any - Name/Title of the Buyer Henkel KGaA Is the Counter Party a Related Party according to CMB Regulations? No Relationship of the Buyer with the Corporation Not Applicable Contract Date Relating to the Transaction, if any - Method to Determine the Value of the Financial Fixed Asset - Has a Valuation Report been Issued? No Reason if a Valuation Report is Not Issued - Date and Number if a Valuation Report has been Issued - Title of the Valuation Company that Prepared by the Valuation Report - Amount Determined as a result of the Valuation Report - Reason if the Transaction has not been/will not be realized according to the Results of the Valuation Report - REMARKS: Negotiations have been started for the assignment of all our shares in Eczacıbaşı-Schwarzkopf Kuaför Ürünleri Pazarlama A.Ş. (Eczacıbaşı-Schwarzkopf), our business partner operating in the consumption products industry in which we have 47% capital interest, to Henkel KgaA, a shareholder of Eczacıbaşı- Schwarzkopf that holds 50% interest therein (entrepreneurial partner). If issues which become certain within the process occur, information will be disclosed to the public. DATE: 09.05.2017 08:27:40 - Notice Regarding the Exercise of the Retirement Right Summary Information: Information regarding the exercise price for the retirement right Details of the Exercise Price for the Retirement Right Information on Share Group Exercise Price for the Retirement Right ECILC, TRAECILC91E0 3.3823 ADDITIONAL REMARKS: In our announcement dated April 28, 2017, we had stated that as there was dividend effect on the price of our shares, an adjustment would be made after cash dividend distribution on May 8, 2017, and then the exercise price for the retirement right would be calculated according to the weighted average prices that are adjusted as per the principles set forth in the CMB's Communiqué on Common Principles Regarding Significant Transactions and the Retirement Right, Numbered II-23.1 and CMB regulations, and would be announced. The exercise price for the retirement right as per article 10 of the said Communiqué has been calculated as the arithmetical mean of the "adjusted" weighted average prices that occur in the stock exchange in thirty days, prior to 28.04.2017, the first disclosure of the board of directors decision to the public, excluding the date of disclosure. In this framework, the exercise price for the retirement right that corresponds to shares with a nominal value of TL 1 (One Turkish Lira) which has been calculated as the average of the adjusted weighted prices that occurred between 29.03.2017-27.04.2017 in the scope of price adjustment made by Borsa Istanbul on May 8, 2017 is TL 3.3823. DATE: 01.06.2017 17:33:21 - Extraordinary Price and Amount Movements Summary: Regarding extraordinary price and amount movements With reference to the request dated 01.06.2017 and numbered BİAŞ-4-5275 of Borsa İstanbul A.Ş., our Company does not have any material situation that is not publicly announced in accordance with article 8 titled "extraordinary price and amount movements" of the Material Disclosure Communiqué number II.15.1 of the Capital Markets Board.
DATE: 06.06.2017 09:36:46 - Sale of Financial Fixed Assets Summary: Our additional disclosure to our announcement dated 28.04.2017 regarding the transfer of our shares in Eczacıbaşı Girişim. Date of Board of Directors Resolution Regarding the Sale 06.06.2017 Do the Majority of the Independent Members of the Board of Directors Approve the Sale? Yes. Title of the Financial Fixed Asset Sold Eczacıbaşı Girişim Pazarlama Tüketim Ürünleri Sanayi ve Ticaret A.Ş. Scope of Activities of the Financial Fixed Asset Sold Sales and marketing of consumer products Capital of the Financial Fixed Asset Sold TL 90,000,000 Date Transaction Completed/ is to be Completed 04.07.2017 Sales Terms Cash Nominal Amount of Shares Sold TL 43,317,000 Price per Share TL 0.87 Total Amount TL 37,541,400 Ratio of Sold Shares to the Capital of the Financial Fixed Asset (%) 48.13 Ratio of Participation in the Financial Fixed Asset after the Sales (%) 0 Ratio of Voting Rights Held after the Sales to the Total Voting Rights of the Financial Fixed Asset (%) Ratio of the Sold Financial Fixed Asset to Total Assets in the Recent Financial Statements of the Corporation Disclosed to Public (%) Ratio of the Transaction Price to the Amount of Revenue Occurred in the Last Annual Financial Statements Disclosed to Public (%) 2.66 Impact on Operations of the Corporation It has no direct impact on the operations of our Company. Amount of Profit/Loss Occurred as a result of the Sales (*) 75% of the profits of the share sale shall be kept in the special fund account with the purpose of How the Profits of Sale, if any, will be Utilized benefiting from the exemption specified in subparagraph (e) of paragraph 1 of article 5 of the Corporate Tax Code number 5520. Date of Board of Directors Resolution Regarding How Profit of Sales, if any, will be Utilized 06.06.2017 Name/Trade Name of the Buyer Eczacıbaşı Holding A.Ş. Is the Counter Party a Related Party according to CMB Regulations? Yes Relationship of the Buyer with the Corporation Main Shareholder Date of the Agreement relating to the Transaction, if any - Method to Determine the Value of the Financial Fixed Asset It has been determined based on the Valuation Report. Has a Valuation Report Been Prepared? Prepared Reason if a Valuation Report has not been prepared - Date and Number of the Valuation Report, if prepared 02.06.2017 Trade Name of the Valuation Organization Which Has Prepared the Valuation Report Amount Determined as a result of the Valuation Report Reason if the Transaction has not been/will not be realized according to the Results of the Valuation Report 0 13.43 KPMG Akis Bağımsız Denetim ve SMMM A.Ş. The total value of the financial asset subjecting of the sale has been determined as TL 66-90 million. (*) As a result of the share sales transaction, the profit to occur has been calculated as TL 2,902,895 according to our legal records and the calculation to be made according to the consolidated financial results shall be finalized on date of share transfer. In our disclosure dated 28th April 2017, we announced in brief that it had been decided that all of our shares in Eczacıbaşı Girişim Pazarlama Tüketim Ürünleri Sanayi ve Ticaret A.Ş. ("Eczacıbaşı Girişim"), in which we hold the shares of 48.13% of the capital, would be sold to Eczacıbaşı Holding A.Ş.; that the sales price would be determined following the valuation to be conducted by one of the organizations determined by the Capital Markets Board (CMB); that the sale transaction was a material transaction pursuant to the criterion determined in subparagraph (c) of first paragraph of article 6 of the Communiqué on Common Principles Regarding Material Transactions and the Retirement Right ("Communiqué") number II-23.1 of CMB (as the 50% criterion specified in that article is exceeded since, according to our consolidated financial statement dated 31.12.2016, the -
ratio of the consolidated income of Eczacıbaşı Girişim in the amount of TL 928,216 thousand to the income in the amount of TL 1,412,645 thousand on our last annual consolidated financial statements is 65.7%); and that shareholders or their representatives had the retirement right by way of selling their shares to the corporation provided that they attended to the Extraordinary General Assembly Meeting to be held for the material transaction, cast negative vote and had their statement of opposition registered to the minutes of the meeting; and that the price of the exercise of the retirement right would be separately announced following the correction after the cash dividend distribution on 8th May 2017 as our share prices were affected by the dividends. In our disclosure dated 9th May 2017, we disclosed that the price of the exercise of the retirement right was TL 3.3823 for a share with a nominal value of TL 1 (one Turkish Lira) calculated over the average of the corrected weighted average prices occurred between 29.03.2017-27.04.2017, in accordance with the provisions of article 10 of the Communiqué. At this stage, the valuation conducted by KPMG Akis Bağımsız Denetim ve SMMM A.Ş. has been finalized and our Board of Directors have resolved during its meeting held today: 1) That all of fully paid-up 43,317,000 shares in total, each with a nominal value of TL 1 and the total with a nominal value of TL 43,317,000, of our Company in Eczacıbaşı Girişim, in which our Company holds the shares of 48.13%, be sold by way of transfer to Eczacıbaşı Holding A.Ş. subject to completion of all procedures, required to be completed as per legislation and agreements, in accordance with the legal procedures and agreements; 2) That the share sales price be determined as TL 37,541,400 considering also the values determined on the Valuation Report (**) dated 2 nd June 2017 by KPMG Akis Bağımsız Denetim ve SMMM A.Ş.; 3) That since the share sale transaction is a material transaction pursuant to the Communiqué on Common Principles Regarding Material Transactions and the Retirement Right number II-23.1 of CMB, if the said sale transaction is approved by the shareholders at the Extraordinary General Assembly Meeting to be held, the share transfer be realized on 4 th July 2017 in parallel with the completion of the other legal procedures and that the sales price be collected until 31 st July 2017. The Extraordinary General Assembly Meeting regarding the material transaction shall be held on 3 rd July 2017 and the shareholders or their representatives shall have the retirement right by way of selling their shares to the corporation provided that they attend to the said meeting, cast negative vote and have their statement of opposition registered to the minutes of the meeting. (**)The summary of the said valuation report has been presented on PDP. DATE: 06.06.2017 09:36:59 - Announcement Regarding General Assembly Transactions Summary: Invitation for Extraordinary General Assembly Meeting Type of General Assembly Meeting : Ordinary General Assembly Meeting Date of Decision : 06.06.2017 Date of General Assembly Meeting : 06.06.2017 Time of General Assembly Meeting : 14:30 Deadline to Become Shareholder to Participate in the General Assembly Meeting : 02.07.2017 Country : Turkey City : ISTANBUL District : SISLI Address : WYNDHAM GRAND Istanbul Levent Hotel / Esentepe Mah. Büyükdere Cad. No: 177-183 Şişli, Istanbul
Agenda 1) Opening and election of the Meeting Council, granting authorization to the Meeting Council to sign the minutes of the meeting, 2) As the transaction to be discussed as the 3. item of the agenda is considered as a material transaction under the article 23 titled "material transactions of partnerships" of the Capital Market Law (CML) number 6362, the subparagraph (b) of paragraph 1 of article 5 titled "material transactions" and the subparagraph (c) of paragraph 1 of article 6 titled "materiality criterion" of the "Communiqué on Common Principles Regarding Material Transactions and the Retirement right" number II-23.1 of the Capital Markets Board (CMB); our shareholders have the retirement right and the process regarding separation price and exercise of the retirement right will be submitted to our shareholders for information purposes as follows: a) In accordance with article 9 titled "exercise of the retirement right" of the Communiqué, our shareholders have the retirement right by way of selling their shares to the Company provided that they attend to General Assembly Meeting where the transaction is to be approved and that they have their statement of opposition registered to the minutes of the meeting; b) In accordance with the provisions of article 24 titled "retirement right" of the CML and of article 10 titled "price of the exercise of the retirement right" of the Communiqué, the price of the exercise of the retirement right has been calculated as TL 3.3823 for a share with a nominal value of TL 1 (one Turkish Lira) (pursuant to article 7 of the articles of association of our Company, as the nominal value of one share is 1 Kurus, the price of the exercise of the retirement right for one share with a nominal value of TL 0.01 will be TL 0.033823); c) In order to adopt the transaction, to be discussed as the 3. item of the agenda, at the General Assembly Meeting, it will be required to have two third of the shares with voting rights present at the General Assembly Meeting vote affirmatively without seeking quorum pursuant to paragraph 1 of article 7 titled "general assembly meetings to vote material transactions" of the Communiqué; however, if at least half of the shares with voting rights representing the capital is present at the meeting, the resolution will be taken with the majority votes of shares with voting rights present at the General Assembly Meeting; d) In accordance with paragraph 2 of article 7 titled "general assembly meetings to vote material transactions" of the Communiqué, for voting the 3. item of the agenda at the General Assembly Meeting; the real persons being shareholders with ultimate controlling party status according to paragraph 1 of article 436 of the Turkish Commercial Code and the partnerships in which such real persons have management control will not vote if this transaction will cause direct personal result for such real persons; however, our shareholders not included within that status and for whom the transaction will not cause direct personal result will vote at the meeting; e) Under the provisions of paragraph 6 of article 9 titled "exercise of the retirement right" of the Communiqué, the "exercise of the retirement right" will begin within 6 (six) working days at the latest after the General Assembly Meeting and the exercise period for "the retirement right" will be 10 (ten) working days maximum; f) According to paragraph 7 of article 9 titled "exercise of the retirement right" of the Communiqué; our shareholders, who would exercise their "retirement right", will make the sales (exercise of the "retirement right") by delivering their shares, which are subject to the "retirement right", to İş Yatırım Menkul Değerler A.Ş., who would perform the purchasing on behalf of our Company, in line with the general provisions and within framework announced for the process of exercising the retirement right; and our shareholders, who made an application to the said intermediary institution to exercise the "retirement right", will be paid the price for their shares on the following working day after the sale at the latest; g) According to paragraph 9 of article 9 titled "exercise of the retirement right" of the Communiqué, it is compulsory for our shareholders to exercise their "retirement right" for all the shares they have as of the date of the General Assembly Meeting; h) According to paragraph 3 of article 9 of the Communiqué; where there is usufruct on shares and where voting right is exercised by beneficial owners, it is not possible for beneficial owners to exercise the retirement right and in such case, in order for shareholder to exercise the retirement right, it is compulsory for shareholder to attend the General Assembly Meeting and cast negative vote for the material transaction and to have its statement of opposition registered to the minutes of the Meeting; i) Where the 3. item of the agenda subjecting of the retirement right is rejected at the General Assembly Meeting, there will not be the "retirement right"; the above issues are submitted to the shareholders for information purposes and the shareholders will be informed in this regard also at the General Assembly Meeting.
3) As publicly announced on 28th April 2017 on the Public Disclosure Platform, the sale transaction of all of our shares in Eczacıbaşı Girişim Pazarlama Tüketim Ürünleri Sanayi ve Ticaret A.Ş., in which we hold the shares of 48.13% of the capital, to Eczacıbaşı Holding A.Ş. for the price of TL 37,541,400 calculated based on the valuation report dated 2 nd June 2017 issued by KPMG Akis Bağımsız Denetim ve SMMM A.Ş. will be submitted to our shareholders for approval; 4) Wishes. During its meeting held today, our Board of Directors decided to hold the Extraordinary General Assembly Meeting of our Company at 14:30 on Monday, 3 rd July 2017 in WYNDHAM GRAND Istanbul Levent Hotel at Esentepe Mahallesi Büyükdere Caddesi No: 177-183 Şişli, Istanbul. The announcement for the General Assembly Meeting including the agenda, issued for the items to be discussed during the Extraordinary General Assembly Meeting, and the power of attorney form as well as the Information Document including the explanations required for compliance with the regulations of Capital Markets Board are attached. DATE: 03.07.2017 17:47:03 - Announcement Regarding General Assembly Transactions Summary: Result of the Extraordinary General Assembly Meeting Results of the General Assembly Meeting Has the General Assembly Meeting Been Held? Results of the General Assembly Meeting Yes The Minutes of the Extraordinary General Assembly Meeting containing decisions taken and the List of Attendees are attached hereto. Resolutions Passed Regarding Processes for Exercising Rights Material Transaction Approved DATE: 03.07.2017 18:03:11 - Notice Regarding the Exercise of the Retirement Right Summary: Information regarding the result of the General Assembly Meeting for the material transaction and regarding the exercise of the retirement right Material Transaction Triggering the Exercise of the Retirement Right Date of Resolution of the Board of Directors Regarding the Material Transaction Vote of Independent Members of the Board of Directors Sale of all our shares in Eczacıbaşı Girişim Pazarlama Tüketim Ürünleri Sanayi ve Ticaret A.Ş. 28.04.2017 Approved. Date of General Assembly Meeting at Which the Material Transaction Has Been Discussed: 03.07.2017 Has the Material Transaction Triggering the Exercise of the Retirement Right Been Approved? Approved Starting Date of the Exercise of the Retirement Right 04.07.2017 Starting Time of the Exercise of the Retirement Right 09:00 Ending Date of the Exercise of the Retirement Right 17.07.2017 Ending Time of the Exercise of the Retirement Right 17:00 Intermediary Institution Mediating the Exercise of the Retirement Right İŞ YATIRIM MENKUL DEĞERLER A.Ş. Account to Be Used for the Retirement Right Account of İş Yatırım Menkul Değerler A.Ş. number 61000 Time of Payment for the Share Prices of the Retirement Right at CRA Following the delivery of the ECILC shares, the prices of the shares will be paid until 17:00 on the working day following the Date of Bank Transfer (T+1).
Details of the Exercise Price for the Retirement right Information on Share Group Exercise Price for the Retirement Right ECILC, TRAECILC91E0 3.3823 The material transaction discussed at the Extraordinary General Assembly Meeting of our Company held today has been approved with the majority of votes; one of our members holding the shares with a nominal value of TL 436,645 cast a negative vote and the statement of opposition of this member has been registered to the minutes of the meeting. DATE: 03.07.2017 18:26:50 - Sale of Financial Fixed Assets (Update) Summary: Update regarding our material disclosure dated 04.05.2017 pursuant to paragraph 7 of article 23 of the Communiqué on Material Circumstances (II-15.1) of CMB Negotiations have been started for the transfer of all our shares in Eczacıbaşı-Schwarzkopf Kuaför Ürünleri Pazarlama A.Ş. (Eczacıbaşı-Schwarzkopf), which is our business partner operating in the consumer products industry and in which we have 47% capital interest, to Henkel KgaA, a shareholder (entrepreneurial partner) of Eczacıbaşı-Schwarzkopf that holds 50% interest therein. If issues which become certain within the process occur, information will be disclosed to the public. DATE: 06.07.2017 14:43:13 - Announcement Regarding General Assembly Transactions Summary: Registration of Extraordinary General Assembly Decisions Registration of General Assembly Decisions Has the General Assembly Meeting Been Registered? Yes Registration Date 06.07.2017 Extraordinary General Assembly Meeting of our Company held on July 03, 2017 was registered on July 06, 2017 by Istanbul Register of Commerce. DATE: 06.07.2017 18:00:55 - Material Disclosure (General) Summary: Disclosure made as per article 12 (a) of the Communiqué on Material Situations (II- 15.1) due to sale of shares of Eczacıbaşı Girişim DISCLOSURES: As announced in our disclosures dated 6 June 2017 and 3 July 2017, the share transfer transaction involving sale of the 48,13% stake we own at Eczacıbaşı Girişim Pazarlama Tüketim Ürünleri Sanayi ve Ticaret A.Ş. (Eczacıbaşı Girişim) to Eczacıbaşı Holding A.Ş. was completed on 4 July 2017, and in connection with such sale transaction, our company's indirect participation in Eczacıbaşı Yatırım Ortaklığı A.Ş. ceased to exist and the indirect participation ratio of Eczacıbaşı Holding A.Ş. is still below 50%. DATE: 17.07.2017 17:47:28 - Notice Regarding Exercising of the Right to Leave Summary: Information on Termination of Use of the Right to Leave Information on Share Group Total Amount of Shares that is subject of the Right to Leave (Nominal TL) Total Price Paid ECILC, TRAECILC91E0 0 0
ADDITIONAL REMARKS: The period for exercising the right to leave determined one of our shareholders who attended to the extraordinary general assembly meeting of our company held on 3 July 2017, voted against item 3 of the agenda and lodged a statement of opposition for entry into minutes of the meeting (04.07.2017-17.07.2017) expired today as of 17:00 hrs. Our shareholder who failed to file an application at İş Yatırım Menkul Değerler A.Ş. in order to exercise the right to leave did not exercise the right to leave. DATE: 18.08.2017 10:34:26 - Material Disclosure (General) Summary: The decision regarding participation in capital increase in Eczacıbaşı-Monrol and amendment to the existing Partnership Agreement. DISCLOSURES: It was resolved to increase the capital of Eczacıbaşı-Monrol Nükleer Ürünler Ticaret ve Sanayi A.Ş. ( Eczacıbaşı-Monrol ), our business partnership where we hold 49.99% stake, from TL 25,000,000 to TL 125,000,000 and entire amount of increase will be covered in cash. Since Group B shareholders constituting 50% of Eczacıbaşı-Monrol s capital (Bozlu Holding A.Ş., Şükrü Bozluolçay and Uğur Bozluolçay) declared that they would not exercise 85% of their pre-emptive rights, 92.5% of the capital to be increased will be subscribed by our company. Our Board of Directors that convened today resolved that, of the capital of Eczacıbaşı-Monrol equal to TL 100,000,000 to be increased in cash, TL 92,496,300 be subscribed by our company, since the shareholding structure of Eczacıbaşı-Monrol will change following the capital increase, the draft amendment protocol ("Amendment Protocol") drawn up with a view to amending the "Partnership Agreement" as signed by partners in order to determine matters regarding management and operation of Eczacıbaşı-Monrol on 26 March 2008 be submitted to the Competition Board for approval. After attaining the consent of the Competition Board, the Amendment Protocol will become effective if the capital increase in Eczacıbaşı-Monrol is approved at the general assembly ( General Assembly ). If the Amendment Protocol becomes effective, 84% of Eczacıbaşı-Monrol s capital will be owned by Eczacıbaşı Group (83.996% by our company, 0.002% by Eczacıbaşı Holding A.Ş. and 0.002% EİP Eczacıbaşı İlaç Pazarlama A.Ş.) and 16% by Bozlu Group. The board of directors of Eczacıbaşı-Monrol will be composed of 6 members and 4 of them will be elected from among candidates nominated by Eczacıbaşı Group and 2 of them will be elected from among candidates nominated by Group B shareholders. Within 5 years following registration date of General Assembly, Eczacıbaşı Group undertakes to sell shares corresponding to 9% of Eczacıbaşı-Monrol s capital (in a manner increasing shareholding percentage of Group B shareholders at Eczacıbaşı-Monrol to 25%) to Group B shareholders whereas Group B shareholders also undertake to buy, within 5 years following registration date of the General Assembly, shares corresponding to 5% of Eczacıbaşı-Monrol s capital (in a manner increasing their shareholding percentage at Eczacıbaşı-Monrol to 25%) from Eczacıbaşı. Group B shareholders has Share Call Option in a manner increasing their capital ratio at Eczacıbaşı-Monrol to 50% within 5 years following registration date of the General Assembly, provided that they have fulfilled their purchase undertaking. The Share Call Option of Bozlu Group will lapse if not used within 5 years following the registration date of the General Assembly.
DATE: 31.08.2017 10:28:01 - Sale of Financial Fixed Assets (Update) Summary: Update regarding our material disclosure dated 04.05.2017 pursuant to paragraph 7 of article 23 of the Communiqué on Material Circumstances (II-15.1) of CMB Our disclosure pursuant to paragraph 7 of article 23 of the Communiqué on Material Circumstances (II-15.1) of CMB is as follows: On 4 th May 2017, we announced that the negotiations were started for the sale of our shares in Eczacıbaşı-Schwarzkopf Kuaför Ürünleri Pazarlama A.Ş., which is our business partner in which we have 47% capital interest, and in our disclosure dated 03.07.2017, we announced that the negotiations were ongoing. The negotiations subjecting of our mentioned disclosures are still ongoing and if issues which become certain within the process occur, information will be disclosed to the public. Date of Board of Directors Decision Regarding the Sale - Does the Majority of Independent Members consent to the Board of Directors Decision Regarding the Sale? - Title of the Financial Fixed Asset Sold Eczacıbaşı-Schwarzkopf Kuaför Ürünleri Pazarlama A.Ş. Scope of Activities of the Financial Fixed Asset Sold Wholesale marketing of coiffeur products Capital of the Financial Fixed Asset Sold TL 2,500,000 Date Transaction Concluded / is to be Concluded - Sales Terms Not Certain Yet Nominal Amount of Sold Shares TL 1,175,000 Price of Each Share - Total Amount - Ratio of Sold Shares to the Capital of the Financial Fixed Asset (%) 47 Ratio of Participation in the Financial Fixed Asset after the Sales (%) 0 Ratio of Voting Rights Held after the Sales to the Total Voting Rights of the Financial Fixed Asset (%) 0 Ratio of the Sold Financial Fixed Asset to Total Assets in the Recent Financial Statements of the Corporation Disclosed to Public (%) 0.35 Ratio of the Transaction Amount to the Proceeds Generated in the Annual Financial Statements Last Disclosed (%) - Effect on the Corporation s Activities - Amount of Profit Earned/Loss Incurred due to the Sales - If any, How proceeds will be Evaluated - Date of Board of Directors Decision Regarding the Application of the Profits, if any - Name/Title of the Buyer Henkel KGaA Is the Counter Party a Related Party according to CMB Regulations? No Relationship of the Buyer with the Corporation None. Contract Date Relating to the Transaction, if any - Method to Determine the Value of the Financial Fixed Asset - Has a Valuation Report been Issued? No Reason if a Valuation Report is Not Issued - Date and Number if a Valuation Report has been Issued - Title of the Valuation Company that Prepared by the Valuation Report - Amount Determined as a result of the Valuation Report - Reason if the Transaction has not been/will not be realized according to the Results of the Valuation Report -