AGENDA FOR GENERAL ASSEMBLY

Agenda for General Assembly

Date:   March 28, 2019
Time:   14:00
Venue: Balmumcu Mahallesi, Zincirlikuyu Yolu, No: 6, ENKA Konferans Salonu, Beşiktaş – Istanbul

Agenda

  1. Election of the General Assembly Presidential Board and authorization of the Presidential Board for signing the Minutes of the General Assembly Meeting,
  2. Reading and discussing the Annual Report of the Board of Directors and the Financial Statements for the fiscal year 2018,
  3. Reading and discussing the Report of Independent Auditors,
  4. Regarding the regulations of Capital Markets Board, informing the shareholders about the donations made within the fiscal year 2018 under the framework of Company’s current Donation and Aid Policy,
  5. Approval of Balance Sheet and Income Statement Accounts of 2018,
  6. Acquittal and release of the Board Members due to the Company’s activities for the fiscal year 2018,
  7. Election of the Board Members,
  8. Regarding the regulations of Capital Markets Board, determining the attendance fee for the Board Members as 18.500 Turkish Liras per month according to the principles set in the Remuneration Policy Applicable to the Board Members and Administratively Responsible Managers,
  9. Approval of the selection of the Independent Auditors recommended as KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. by the Board of Directors,
  10. Regarding the regulations of Capital Markets Board, making decision on distribution of the Balance Sheet profit of 2018 according to the current Profit Distribution Policy of the Company,
  11. Informing the shareholders that there are no guarantees, pledges, mortgages and encumbrances given to the benefit of third parties regarding the regulations of Capital Markets Board,
  12. Approving the Authorization of the Board of Directors for deciding the distribution of the Advance Dividend for the fiscal year 2019 in accordance with the Article No.37 of the Articles of Association and within the scope of Capital Markets Board’s Communiqué No.II-19.1 dated January 23, 2014 for advance dividends,
  13. Discussion and approval of set off of the Dividend Advances to be distributed so, from any distributable resources as given in the annual financial situation statement for the fiscal year 2019, if no sufficient profits are realized or even losses are suffered at the end of the fiscal year 2019,
  14. Informing the shareholders about shares buyback in accordance with the disclosure of the Capital Markets Board of Turkey (the Board) in order to protect the interests of minority shareholders,
  15. Authorization of the Board Members to engage in businesses mentioned in Articles 395 and 396 of the Turkish Code of Commerce and in compliance with the Corporate Governance Principles, informing the General Assembly on any businesses engaged in and performed by the same within such framework during the fiscal year 2018,
  16. Requests and recommendations.