SPECIAL CONDITION DISCLOSURES

 

Years

2017

23.08.2017

Shares Transaction Notification

Summary Info

Share buyback transactions
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Explanations
Buyback transactions executed based on the resolution of Board of Directors dated 09.08.2017, are presented at the table below.
Shares Transaction Information [Table]
Transaction Date
Type of Transaction
Nominal Value of Shares Subject to Transaction (TRY)
Transaction Price (TRY / Unit)
Transaction Value (TRY)
Nominal Value of Shares Owned Before Transaction (TRY)
Ratio of Shares Owned in Company Capital Before Transaction (TRY)
Nominal Value of Shares Owned After Transaction (TRY)
Ratio of Shares Owned in Company Capital After Transaction (TRY)
23/08/2017
Alım (Buy)
200.000
5,32
1.064.000
18.000.000
% 0,391
18.200.000
% 0,396
23/08/2017
Alım (Buy)
200.000
5,33
1.066.000
18.200.000
% 0,396
18.400.000
% 0,400
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

22.08.2017

Shares Transaction Notification

Summary Info

Share buyback transactions
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Explanations
Buyback transactions executed based on the resolution of Board of Directors dated 09.08.2017, are presented at the table below.
Shares Transaction Information [Table]
Transaction Date
Type of Transaction
Nominal Value of Shares Subject to Transaction (TRY)
Transaction Price (TRY / Unit)
Transaction Value (TRY)
Nominal Value of Shares Owned Before Transaction (TRY)
Ratio of Shares Owned in Company Capital Before Transaction (TRY)
Nominal Value of Shares Owned After Transaction (TRY)
Ratio of Shares Owned in Company Capital After Transaction (TRY)
22/08/2017
Alım (Buy)
85.421
5,31
453.585,51
17.592.216
% 0,382
17.677.637
% 0,384
22/08/2017
Alım (Buy)
50.000
5,32
266.000
17.677.637
% 0,384
17.727.637
% 0,385
22/08/2017
Alım (Buy)
22.363
5,33
119.194,79
17.727.637
% 0,385
17.750.000
% 0,386
22/08/2017
Alım (Buy)
250.000
5,34
1.335.000
17.750.000
% 0,386
18.000.000
% 0,391
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

21.08.2017

Shares Transaction Notification

Summary Info

Share buyback transactions
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Explanations
Buyback transactions executed based on the resolution of Board of Directors dated 09.08.2017, are presented at the table below.
Shares Transaction Information [Table]
Transaction Date
Type of Transaction
Nominal Value of Shares Subject to Transaction (TRY)
Transaction Price (TRY / Unit)
Transaction Value (TRY)
Nominal Value of Shares Owned Before Transaction (TRY)
Ratio of Shares Owned in Company Capital Before Transaction (TRY)
Nominal Value of Shares Owned After Transaction (TRY)
Ratio of Shares Owned in Company Capital After Transaction (TRY)
21/08/2017
Alım (Buy)
30.000
5,28
158.400
17.350.000
% 0,377
17.380.000
% 0,378
21/08/2017
Alım (Buy)
95.000
5,29
502.550
17.380.000
% 0,378
17.475.000
% 0,38
21/08/2017
Alım (Buy)
75.000
5,3
397.500
17.475.000
% 0,38
17.550.000
% 0,382
21/08/2017
Alım (Buy)
42.216
5,31
224.166,96
17.550.000
% 0,382
17.592.216
% 0,382
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

18.08.2017

Shares Transaction Notification

Summary Info

Share buyback transactions
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Explanations
Buyback transactions executed based on the resolution of Board of Directors dated 09.08.2017, are presented at the table below.
Shares Transaction Information [Table]
Transaction Date
Type of Transaction
Nominal Value of Shares Subject to Transaction (TRY)
Transaction Price (TRY / Unit)
Transaction Value (TRY)
Nominal Value of Shares Owned Before Transaction (TRY)
Ratio of Shares Owned in Company Capital Before Transaction (TRY)
Nominal Value of Shares Owned After Transaction (TRY)
Ratio of Shares Owned in Company Capital After Transaction (TRY)
18/08/2017
Alım (Buy)
9.887
5,25
51.906,75
16.850.000
% 0,366
16.859.887
% 0,367
18/08/2017
Alım (Buy)
190.113
5,26
999.994,38
16.859.887
% 0,367
17.050.000
% 0,371
18/08/2017
Alım (Buy)
100.000
5,27
527.000
17.050.000
% 0,371
17.150.000
% 0,373
18/08/2017
Alım (Buy)
50.000
5,28
264.000
17.150.000
% 0,373
17.200.000
% 0,374
18/08/2017
Alım (Buy)
50.000
5,29
264.500
17.200.000
% 0,374
17.250.000
% 0,375
18/08/2017
Alım (Buy)
100.000
5,3
530.000
17.250.000
% 0,375
17.350.000
% 0,377
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

17.08.2017

Shares Transaction Notification

Summary Info

Share buyback transactions
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Explanations
Buyback transactions executed based on the resolution of Board of Directors dated 09.08.2017, are presented at the table below.
Shares Transaction Information [Table]
Transaction Date
Type of Transaction
Nominal Value of Shares Subject to Transaction (TRY)
Transaction Price (TRY / Unit)
Transaction Value (TRY)
Nominal Value of Shares Owned Before Transaction (TRY)
Ratio of Shares Owned in Company Capital Before Transaction (TRY)
Nominal Value of Shares Owned After Transaction (TRY)
Ratio of Shares Owned in Company Capital After Transaction (TRY)
17/08/2017
Alım (Buy)
183.592
5,26
965.693,92
16.500.000
% 0,359
16.683.592
% 0,363
17/08/2017
Alım (Buy)
100.000
5,27
527.000
16.683.592
% 0,363
16.783.592
% 0,365
17/08/2017
Alım (Buy)
24.384
5,28
128.747,52
16.783.592
% 0,365
16.807.976
% 0,365
17/08/2017
Alım (Buy)
21.782
5,29
115.226,78
16.807.976
% 0,365
16.829.758
% 0,366
17/08/2017
Alım (Buy)
20.242
5,3
107.282,6
16.829.758
% 0,366
16.850.000
% 0,366
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

16.08.2017

Shares Transaction Notification

Summary Info

Share buyback transactions
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Explanations
Buyback transactions executed based on the resolution of Board of Directors dated 09.08.2017, are presented at the table below.
Shares Transaction Information [Table]
Transaction Date
Type of Transaction
Nominal Value of Shares Subject to Transaction (TRY)
Transaction Price (TRY / Unit)
Transaction Value (TRY)
Nominal Value of Shares Owned Before Transaction (TRY)
Ratio of Shares Owned in Company Capital Before Transaction (TRY)
Nominal Value of Shares Owned After Transaction (TRY)
Ratio of Shares Owned in Company Capital After Transaction (TRY)
16/08/2017
Alım (Buy)
50.000
5,23
261.500
16.100.000
% 0,35
16.150.000
% 0,351
16/08/2017
Alım (Buy)
300.000
5,24
1.572.000
16.150.000
% 0,351
16.450.000
% 0,358
16/08/2017
Alım (Buy)
50.000
5,26
263.000
16.450.000
% 0,358
16.500.000
% 0,359

 

We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

15.08.2017

Notification Regarding Advance Dividend Payment

Summary Info
Advance Dividend Payment
Update Notification Flag
No
Correction Notification Flag
No
Postponed Notification Flag
No

 

Board Decision Date
15.08.2017
Date of General Assembly Related To Advance Dividend Payment
24.03.2017
Related Interim Period
01.01.2017 / 30.06.2017
Ex-Dividend Date
27.09.2017
Payment Date
29.09.2017
Record Date
28.09.2017
Currency Unit
TRY

 

Share Group Info
Advance Dividend To Be Paid For Share With Par Value Of 1 TL – Gross (TL)
Advance Dividend To Be Paid For Share With Par Value Of 1 TL – Gross (%)
Advance Dividend To Be Paid For Share With Par Value Of 1 TL – Net (TL)
Advance Dividend To Be Paid For Share With Par Value Of 1 TL – Net (%)
A Grubu, İşlem Görmüyor, TREENKA00029
0,0359
3,59
0,0305
3,05
B Grubu, ENKAI, TREENKA00011
0,0359
3,59
0,0305
3,05

 

ADVANCE DIVIDEND DISTRIBUTION TABLE

ENKA İNŞAAT VE SANAYİ A.Ş. 01.01.2017 / 30.06.2017 Period Advanced Dividend Distribution Table (TL)
1.Current Period Profit
1.649.693.000
2.Taxes Payable (-)
296.543.000
3.Net Current Period Profit
1.353.150.000
4.Losses in Previous Years (-)
0
5.Primary Legal Reserve (-)
48.703.840
6.NET DISTRIBUTABLE CURRENT PERIOD PROFIT
1.304.446.160
7.Reserve As To Articles of Association (-)
0
8.Reserve for Privileged Shares (-)
0
9.AMOUNT CONSTITUTE THE BASIS OF ADVANCE DIVIDEND DISTRIBUTION
1.304.446.160
10.Amount of Advance Dividend
165.000.000
11.Amount of Advance Dividend Payment on Previous Interim Periods (-)
0
12.Primary Legal Reserve
0
13.NET CURRENT PERIOD PROFIT AFTER ADVANCE DIVIDEND PAYMENT
1.139.446.160

 

Additional Explanations

Basing on the power vested in the Board of Directors of our Company by the General Assembly thereof in its Ordinary Meeting held on 24.03.2017, our Company’s Board of Directors resolved by unanimous votes of the attendees of the Board Meeting, to distribute, as of the date of September 27th, 2017, a total of TL165.000.000,- from the amount that remains after deduction of the relevant reserves as required, pursuant to the provisions of the Turkish Code of Commerce and the Articles of Association, to be set apart from the net profit of the current period as indicated on the financial statements comprising the interim period from 01.01.2017 to 30.06.2017, as Dividend Advances at a rate of 3,59% gross and 3,05% net per share, to the holders of share certificates representing the share capital amounting to TL4.600.000.000,-.

(Translation into English is just for informational purposes. In case of a discrepancy between the Turkish and the English versions, the Turkish version shall prevail.)

We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

 

14.08.2017

Shares Transaction Notification

Summary Info

Share buyback transactions
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Explanations
Buyback transactions executed based on the resolution of Board of Directors dated 09.08.2017, are presented at the table below.
Shares Transaction Information [Table]
Transaction Date
Type of Transaction
Nominal Value of Shares Subject to Transaction (TRY)
Transaction Price (TRY / Unit)
Transaction Value (TRY)
Nominal Value of Shares Owned Before Transaction (TRY)
Ratio of Shares Owned in Company Capital Before Transaction (TRY)
Nominal Value of Shares Owned After Transaction (TRY)
Ratio of Shares Owned in Company Capital After Transaction (TRY)
14/08/2017
Alım (Buy)
150.000
5,3
795.000
15.400.000
% 0,335
15.550.000
% 0,338
14/08/2017
Alım (Buy)
84.373
5,31
448.020,63
15.550.000
% 0,338
15.634.373
% 0,340
14/08/2017
Alım (Buy)
165.627
5,34
884.448,18
15.634.373
% 0,340
15.800.000
% 0,343
14/08/2017
Alım (Buy)
150.000
5,35
802.500
15.800.000
% 0,343
15.950.000
% 0,347
14/08/2017
Alım (Buy)
150.000
5,36
804.000
15.950.000
% 0,347
16.100.000
% 0,350
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

14.08.2017

Submission of Financial Statements to any Authorities

Summary Info

Submission Of Financial Statements To Any Authorities
Related Companies
Related Funds
Submission Of Financial Statements To Any Authorities
Update Notification FlagHayır (No)
Correction Notification FlagHayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification FlagHayır (No)
Announcement Content
Period Covered In Financial Statement01012017 – 30062017
Government Authority To Which Financial Statement Was SubmittedLarge Taxpayers Office
Submission ReasonTemporary Tax Declaration
Submission Date Of Financial Statement11/8/2017

Explanations

The attached Income Statement of our company for the period 01.01.2017 – 30.06.2017 which has not been prepared in accordance with the Capital Markets Regulations, has been submitted in the Provisional Tax Declaration.

 

 

11.08.2017

Shares Transaction Notification

Summary Info

Share buyback transactions
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Explanations
Buyback transactions executed based on the resolution of Board of Directors dated 09.08.2017, are presented at the table below.
Shares Transaction Information [Table]
Transaction Date
Type of Transaction
Nominal Value of Shares Subject to Transaction (TRY)
Transaction Price (TRY / Unit)
Transaction Value (TRY)
Nominal Value of Shares Owned Before Transaction (TRY)
Ratio of Shares Owned in Company Capital Before Transaction (TRY)
Nominal Value of Shares Owned After Transaction (TRY)
Ratio of Shares Owned in Company Capital After Transaction (TRY)
11/08/2017
Alım (Buy)
150.000
5,24
786.000
14.650.000
% 0,318
14.800.000
% 0,322
11/08/2017
Alım (Buy)
300.000
5,25
1.575.000
14.800.000
% 0,322
15.100.000
% 0,328
11/08/2017
Alım (Buy)
192.536
5,26
1.012.739,36
15.100.000
% 0,328
15.292.536
% 0,332
11/08/2017
Alım (Buy)
50.000
5,27
263.500
15.292.536
% 0,332
15.342.536
% 0,334
11/08/2017
Alım (Buy)
50.000
5,28
264.000
15.342.536
% 0,334
15.392.536
% 0,335
11/08/2017
Alım (Buy)
7.464
5,29
39.484,56
15.392.536
% 0,335
15.400.000
% 0,335
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

 

10.08.2017

Shares Transaction Notification

Summary Info

Share buyback transactions
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Explanations
Buyback transactions executed based on the resolution of Board of Directors dated 09.08.2017, are presented at the table below.
Shares Transaction Information [Table]
Transaction Date
Type of Transaction
Nominal Value of Shares Subject to Transaction (TRY)
Transaction Price (TRY / Unit)
Transaction Value (TRY)
Nominal Value of Shares Owned Before Transaction (TRY)
Ratio of Shares Owned in Company Capital Before Transaction (TRY)
Nominal Value of Shares Owned After Transaction (TRY)
Ratio of Shares Owned in Company Capital After Transaction (TRY)
10/08/2017
Alım (Buy)
50.000
5,26
263.000
13.800.000
% 0,3
13.850.000
% 0,301
10/08/2017
Alım (Buy)
200.000
5,27
1.054.000
13.850.000
% 0,301
14.050.000
% 0,305
10/08/2017
Alım (Buy)
400.000
5,28
2.112.000
14.050.000
% 0,305
14.450.000
% 0,314
10/08/2017
Alım (Buy)
200.000
5,29
1.058.000
14.450.000
% 0,314
14.650.000
% 0,318
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

09.08.2017

Material Event Disclosure (General)

Summary Info

Share buyback transactions
Related Companies
Related Funds
Material Event Disclosure General
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Announcement Content
Explanations

According to the press release of the Capital Markets Board of Turkey (the Board) dated 25.07.2016 in order to protect the interests of minority shareholders, Board of Directors has resolved to buyback the shares up to nominal value of 4,600,000 TL, to determine the funds to be reserved as 50,000,000 TL for this purpose and to authorize Vice President İlhan Gücüyener for the transactions till the second announcement of the Board.

We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

 

04.08.2017

Shares Transaction Notification

Summary Info

Share buyback transactions
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Explanations
Buyback transactions executed based on the resolution of Board of Directors dated 06.07.2017, are presented at the table below.

 

Shares Transaction Information [Table]
Transaction Date
Type of Transaction
Nominal Value of Shares Subject to Transaction (TRY)
Transaction Price (TRY / Unit)
Transaction Value (TRY)
Nominal Value of Shares Owned Before Transaction (TRY)
Ratio of Shares Owned in Company Capital Before Transaction (TRY)
Nominal Value of Shares Owned After Transaction (TRY)
Ratio of Shares Owned in Company Capital After Transaction (TRY)
04/08/2017
Alım (Buy)
66.294
5,27
349.369,38
13.183.706
% 0,287
13.250.000
% 0,288
04/08/2017
Alım (Buy)
50.000
5,28
264.000
13.250.000
% 0,288
13.300.000
% 0,289
04/08/2017
Alım (Buy)
13.104
5,3
69.451,2
13.300.000
% 0,289
13.313.104
% 0,289
04/08/2017
Alım (Buy)
186.407
5,32
991.685,24
13.313.104
% 0,289
13.499.511
% 0,293
04/08/2017
Alım (Buy)
100.489
5,33
535.606,37
13.499.511
% 0,293
13.600.000
% 0,296
04/08/2017
Alım (Buy)
200.000
5,34
1.068.000
13.600.000
% 0,296
13.800.000
% 0,3
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

03.08.2017

Shares Transaction Notification

Summary Info

Share buyback transactions
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Explanations
Buyback transactions executed based on the resolution of Board of Directors dated 06.07.2017, are presented at the table below.
Shares Transaction Information [Table]
Transaction Date
Type of Transaction
Nominal Value of Shares Subject to Transaction (TRY)
Transaction Price (TRY / Unit)
Transaction Value (TRY)
Nominal Value of Shares Owned Before Transaction (TRY)
Ratio of Shares Owned in Company Capital Before Transaction (TRY)
Nominal Value of Shares Owned After Transaction (TRY)
Ratio of Shares Owned in Company Capital After Transaction (TRY)
03/08/2017
Alım (Buy)
100.000
5,25
525.000
12.700.000
% 0,276
12.800.000
% 0,278
03/08/2017
Alım (Buy)
140.053
5,26
736.678,78
12.800.000
% 0,278
12.940.053
% 0,281
03/08/2017
Alım (Buy)
143.653
5,27
757.051,31
12.940.053
% 0,281
13.083.706
% 0,284
03/08/2017
Alım (Buy)
100.000
5,28
528.000
13.083.706
% 0,284
13.183.706
% 0,287
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

 

02.08.2017

Shares Transaction Notification

Summary Info

Share buyback transactions
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Explanations
Buyback transactions executed based on the resolution of Board of Directors dated 06.07.2017, are presented at the table below.
Shares Transaction Information [Table]
Transaction Date
Type of Transaction
Nominal Value of Shares Subject to Transaction (TRY)
Transaction Price (TRY / Unit)
Transaction Value (TRY)
Nominal Value of Shares Owned Before Transaction (TRY)
Ratio of Shares Owned in Company Capital Before Transaction (TRY)
Nominal Value of Shares Owned After Transaction (TRY)
Ratio of Shares Owned in Company Capital After Transaction (TRY)
02/08/2017
Alım (Buy)
53.904
5,27
284.074,08
11.850.000
% 0,258
11.903.904
% 0,259
02/08/2017
Alım (Buy)
100.000
5,29
529.000
11.903.904
% 0,259
12.003.904
% 0,261
02/08/2017
Alım (Buy)
50.000
5,3
265.000
12.003.904
% 0,261
12.053.904
% 0,262
02/08/2017
Alım (Buy)
50.000
5,31
265.500
12.053.904
% 0,262
12.103.904
% 0,263
02/08/2017
Alım (Buy)
96.906
5,32
511.230,72
12.103.904
% 0,263
12.200.000
% 0,265
02/08/2017
Alım (Buy)
500.000
5,37
2.685.000
12.200.000
% 0,265
12.700.000
% 0,276
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

01.08.2017

Shares Transaction Notification

Summary Info

Share buyback transactions
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Explanations
Buyback transactions executed based on the resolution of Board of Directors dated 06.07.2017, are presented at the table below.
Shares Transaction Information [Table]
Transaction Date
Type of Transaction
Nominal Value of Shares Subject to Transaction (TRY)
Transaction Price (TRY / Unit)
Transaction Value (TRY)
Nominal Value of Shares Owned Before Transaction (TRY)
Ratio of Shares Owned in Company Capital Before Transaction (TRY)
Nominal Value of Shares Owned After Transaction (TRY)
Ratio of Shares Owned in Company Capital After Transaction (TRY)
01/08/2017
Alım (Buy)
80.000
5,43
434.400
11.600.000
% 0,252
11.680.000
% 0,254
01/08/2017
Alım (Buy)
120.000
5,44
652.800
11.680.000
% 0,254
11.800.000
% 0,257
01/08/2017
Alım (Buy)
50.000
5,45
272.500
11.800.000
% 0,257
11.850.000
% 0,258
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

26.07.2017

Shares Transaction Notification

Summary Info

Share buyback transactions
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Explanations
Buyback transactions executed based on the resolution of Board of Directors dated 06.07.2017, are presented at the table below.
Shares Transaction Information [Table]
Transaction Date
Type of Transaction
Nominal Value of Shares Subject to Transaction (TRY)
Transaction Price (TRY / Unit)
Transaction Value (TRY)
Nominal Value of Shares Owned Before Transaction (TRY)
Ratio of Shares Owned in Company Capital Before Transaction (TRY)
Nominal Value of Shares Owned After Transaction (TRY)
Ratio of Shares Owned in Company Capital After Transaction (TRY)
26/07/2017
Alım (Buy)
50.000
5,46
273.000
11.328.866
% 0,246
11.378.866
% 0,247
26/07/2017
Alım (Buy)
221.134
5,47
1.209.602,98
11.378.866
% 0,247
11.600.000
% 0,252
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

25.07.2017

Shares Transaction Notification

Summary Info

Share buyback transactions
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Explanations
Buyback transactions executed based on the resolution of Board of Directors dated 06.07.2017, are presented at the table below.
Shares Transaction Information [Table]
Transaction Date
Type of Transaction
Nominal Value of Shares Subject to Transaction (TRY)
Transaction Price (TRY / Unit)
Transaction Value (TRY)
Nominal Value of Shares Owned Before Transaction (TRY)
Ratio of Shares Owned in Company Capital Before Transaction (TRY)
Nominal Value of Shares Owned After Transaction (TRY)
Ratio of Shares Owned in Company Capital After Transaction (TRY)
25/07/2017
Alım (Buy)
150.000
5,44
816.000
10.978.866
% 0,239
11.128.866
% 0,242
25/07/2017
Alım (Buy)
200.000
5,45
1.090.000
11.128.866
% 0,242
11.328.866
% 0,246
 

 

 

13.07.2017

Shares Transaction Notification

Summary Info

Share buyback transactions
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Explanations
Buyback transactions executed based on the resolution of Board of Directors dated 06.07.2017, are presented at the table below.
 
Shares Transaction Information [Table]
Transaction Date
Type of Transaction
Nominal Value of Shares Subject to Transaction (TRY)
Transaction Price (TRY / Unit)
Transaction Value (TRY)
Nominal Value of Shares Owned Before Transaction (TRY)
Ratio of Shares Owned in Company Capital Before Transaction (TRY)
Nominal Value of Shares Owned After Transaction (TRY)
Ratio of Shares Owned in Company Capital After Transaction (TRY)
13/07/2017
Alım (Buy)
350.000
5,37
1.879.500
10.450.000
% 0,227
10.800.000
% 0,235
13/07/2017
Alım (Buy)
100.000
5,38
538.000
10.800.000
% 0,235
10.900.000
% 0,237

 

12.07.2017

Shares Transaction Notification

Summary Info

Share buyback transactions
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Explanations
Buyback transactions executed based on the resolution of Board of Directors dated 06.07.2017, are presented at the table below.
 
Shares Transaction Information [Table]
Transaction Date
Type of Transaction
Nominal Value of Shares Subject to Transaction (TRY)
Transaction Price (TRY / Unit)
Transaction Value (TRY)
Nominal Value of Shares Owned Before Transaction (TRY)
Ratio of Shares Owned in Company Capital Before Transaction (TRY)
Nominal Value of Shares Owned After Transaction (TRY)
Ratio of Shares Owned in Company Capital After Transaction (TRY)
12/07/2017
Alım (Buy)
100.000
5,37
537.000
10.200.000
% 0,222
10.300.000
% 0,224
12/07/2017
Alım (Buy)
150.000
5,36
804.000
10.300.000
% 0,224
10.450.000
% 0,227
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

 

11.07.2017

Shares Transaction Notification

Summary Info

Share buyback transactions
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Explanations
Buyback transactions executed based on the resolution of Board of Directors dated 06.07.2017, are presented at the table below.
Shares Transaction Information [Table]
Transaction Date
Type of Transaction
Nominal Value of Shares Subject to Transaction (TRY)
Transaction Price (TRY / Unit)
Transaction Value (TRY)
Nominal Value of Shares Owned Before Transaction (TRY)
Ratio of Shares Owned in Company Capital Before Transaction (TRY)
Nominal Value of Shares Owned After Transaction (TRY)
Ratio of Shares Owned in Company Capital After Transaction (TRY)
11/07/2017
Alım (Buy)
100.000
5,33
533.000
10.100.000
% 0,22
10.200.000
% 0,222
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

10.07.2017

Shares Transaction Notification

Summary Info

Share buyback transactions
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Explanations
Buyback transactions executed based on the resolution of Board of Directors dated 06.07.2017, are presented at the table below.
Shares Transaction Information [Table]
Transaction Date
Type of Transaction
Nominal Value of Shares Subject to Transaction (TRY)
Transaction Price (TRY / Unit)
Transaction Value (TRY)
Nominal Value of Shares Owned Before Transaction (TRY)
Ratio of Shares Owned in Company Capital Before Transaction (TRY)
Nominal Value of Shares Owned After Transaction (TRY)
Ratio of Shares Owned in Company Capital After Transaction (TRY)
10/07/2017
Alım (Buy)
100.000
5,28
528.000
9.600.000
% 0,209
9.700.000
% 0,211
10/07/2017
Alım (Buy)
215.575
5,29
1.140.391,75
9.700.000
% 0,211
9.915.575
% 0,216
10/07/2017
Alım (Buy)
184.425
5,3
977.452,5
9.915.575
% 0,216
10.100.000
% 0,220
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

 

07.07.2017

Shares Transaction Notification

Summary Info

Share buyback transactions
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Explanations
Buyback transactions executed based on the resolution of Board of Directors dated 06.07.2017, are presented at the table below.
Shares Transaction Information [Table]
Transaction Date
Type of Transaction
Nominal Value of Shares Subject to Transaction (TRY)
Transaction Price (TRY / Unit)
Transaction Value (TRY)
Nominal Value of Shares Owned Before Transaction (TRY)
Ratio of Shares Owned in Company Capital Before Transaction (TRY)
Nominal Value of Shares Owned After Transaction (TRY)
Ratio of Shares Owned in Company Capital After Transaction (TRY)
07/07/2017
Alım (Buy)
200.000
5,33
1.066.000
9.200.000
% 0,2
9.400.000
% 0,204
07/07/2017
Alım (Buy)
200.000
5,34
1.068.000
9.400.000
% 0,204
9.600.000
% 0,209
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

06.07.2017

Material Event Disclosure (General)

Summary Info

Shares buyback
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Announcement Content
Explanations
According to the press release of the Capital Markets Board of Turkey (the Board) dated 25.07.2016 in order to protect the interests of minority shareholders, Board of Directors has resolved to buyback the shares up to nominal value of 4,600,000 TL, to determine the funds to be reserved as 50,000,000 TL for this purpose and to authorize Vice President İlhan Gücüyener for the transactions till the second announcement of the Board.

 

10.05.2017

Change in Articles of Association

Summary Info

Change in Articles of Association
Related Companies
Related Funds
Change in Articles of Association
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Announcement Content
Explanations
Article 6 of the Articles of Association namely “Share Capital of the Company”  has been amended and the amended Articles of Association including the latest version is attached.

(Translation into English is just for informational purposes. In case of a discrepancy between the Turkish and the English versions, the Turkish version shall prevail.)

 

09.05.2017

Material Event Disclosure (General)

Summary Info

Board Resolution Regarding not to Distribute Advance Divident
Related Companies
Related Funds

 

Material Event Disclosure General
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Announcement Content
 
Explanations

Basing on the power vested in the Board of Directors of our Company by the General Assembly thereof in its ordinary meeting held on 24.03.2017, our Company’s Board of Directors resolved not to distribute Dividend Advance for this accounting period.

(Translation into English is just for informational purposes. In case of a discrepancy between the Turkish and the English versions, the Turkish version shall prevail.)

09.05.2017

Basing on the power vested in the Board of Directors of our Company by the General Assembly thereof in its ordinary meeting held on 24.03.2017, our Company’s Board of Directors resolved not to distribute Dividend Advance for this accounting period.

 

25.04.2017

Notification Regarding Capital Increase – Decrease

Summary Info
Capital Market Board Application Result and Bonus Issue Ex-date
Update Notification Flag
Yes
Correction Notification Flag
No
Postponed Notification Flag
No
Board Decision Date
31.03.2017
Authorized Capital (TL)
6.000.000.000
Paid-in Capital (TL)
4.200.000.000
Target Capital (TL)
4.600.000.000

 

Bonus Issue

Share Group Info
Paid-in Capital (TL)
Amount of Bonus Issue From Internal Resources (TL)
Rate of Bonus Issue From Internal Resources (%)
Amount of Bonus Issue From Dividend (TL)
Rate of Bonus Issue From Dividend (%)
Share Group Issued
New Shares’ ISIN
Nevi
A Grubu, İşlem Görmüyor, TREENKA00029
11,67
1,111
9,52013
B Grubu
B Grubu, ENKAI, TREENKA00011
Registered
B Grubu, ENKAI, TREENKA00011
4.199.999.988,33
399.999.998,889
9,52380
B Grubu
B Grubu, ENKAI, TREENKA00011
Registered
Paid-in Capital (TL)
Amount of Bonus Issue From Internal Resources (TL)
Rate of Bonus Issue From Internal Resources (%)
Amount of Bonus Issue From Dividend (TL)
Rate of Bonus Issue From Dividend (%)
TOTAL
4.200.000.000
400.000.000,000
9,52380

 

Bonus Issue Ex-Date
27.04.2017

 

Other Aspects To Be Notified

Capital Market Board Application Date
04.04.2017
Capital Market Board Application Result
Approval
Capital Market Board Approval Date
24.04.2017
Property of Increased Capital Shares
Dematerialized Share
Payment Date
02.05.2017
Record Date
28.04.2017

 

Additional Explanations

We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

10.04.2017

Notification Regarding General Assembly Meeting

Summary Info
Ordinary General Assembly Meeting Registration
Update Notification Flag
Yes
Correction Notification Flag
No
Postponed Notification Flag
No

 

General Assembly Invitation

Type of General Assembly
Annual
Begining of The Fiscal Period
01.01.2016
End of The Fiscal Period
31.12.2016
Decision Date
01.03.2017
General Assembly Date
24.03.2017
General Assembly Time
14:00
Record Date
23.03.2017
Country
Turkey
City
İSTANBUL
District
BEŞİKTAŞ
Address
Balmumcu Mahallesi, Zincirlikuyu Yolu No:6, Enka Konferans Salonu

 

Agenda Items

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 2016;
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 2016 under the framework of Company’s current Donation and Aid Policy;
5 – Approval of Balance Sheet and Income Statement Accounts of 2016;
6 – Acquittal and release of the Board Members due to the Company’s activities for the fiscal year 2016;
7 – Election of the Board Members;
8 – Regarding the regulations of Capital Markets Board, determining the attendance fee for the Board Members as 15.500 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 Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.(the Turkish member firm of KPMG International Cooperative, a Swiss entity) by the Board of Directors;
10 – Regarding the regulations of Capital Markets Board, making decision on distribution of the Balance Sheet profit of 2016 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 2017 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 2017, if no sufficient profits are realized or even losses are suffered at the end of the fiscal year 2017;
14 – 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 2016;
15 – Requests and recommendations.

 

Corporate Actions Involved In Agenda

Dividend Payment
Advance Dividend Payment

 

General Assembly Results

Was The General Assembly Meeting Executed?
Yes
General Assembly Results

The main resolutions taken in the General Assembly of our company is stated below. Minutes of the meeting with the decisions of the General Assembly, list of attendees and the profit distribution statement are enclosed (In Turkish).
•The Annual Report of the Board of Directors and the Financial Statements for the fiscal year 2016 and the Report of Independent Auditors have been read and approved.
•The Board Members have been acquitted for the Company’s activities for the fiscal year 2016;
•Mehmet Sinan TARA and Haluk GERÇEK have been elected as the executive members of the Board, Erdoğan TURGUT has been elected as the non-executive member of the Board and; Elmas Melih ARAZ and Veli Ergin İMRE have been elected as the independent non-executive members of the Board.
• Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (the Turkish member firm of KPMG International Cooperative, a Swiss entity) has been selected as the independent audit firm in accordance with the proposal of the Board of Directors.
•Attached proposal of the Board of Directors regarding the profit distribution has been accepted.
•The Board of Directors have been authorized to resolve for the distribution of Dividend Advances for the Fiscal Period 2017
.

(Translation into English is just for informational purposes. In case of a discrepancy between the Turkish and the English versions, the Turkish version shall prevail.)

 

Decisions Regarding Corporate Actions

Dividend Payment
Discussed
Advance Dividend Payment
Authorized

 

General Assembly Registry

Were The Minutes Registered?
Yes
Date of Registry
07.04.2017

 

Additional Explanations

 

10.04.2017

Notification Regarding Capital Increase – Decrease

Summary InfoCapital Market Board Application
Update Notification FlagYes
Correction Notification FlagNo
Postponed Notification FlagNo
Board Decision Date31.03.2017
Authorized Capital (TL)6.000.000.000
Paid-in Capital (TL)4.200.000.000
Target Capital (TL)4.600.000.000

 

Bonus Issue

Share Group InfoPaid-in Capital (TL)Amount of Bonus Issue From Internal Resources (TL)Rate of Bonus Issue From Internal Resources (%)Amount of Bonus Issue From Dividend (TL)Rate of Bonus Issue From Dividend (%)Share Group IssuedNew Shares’ ISINType
Group B
Not Traded TREENKA00029
11,671,1119,52013Group BGroup B , ENKAI, TREENKA00011Registered
Group B
ENKAI TREENKA00011
4.199.999.988,33  399.999.998,899,5238Group BGroup B, ENKAI, TREENKA00011Registered

 

 Paid-in Capital (TL)Amount of Bonus Issue From Internal Resources (TL)Rate of Bonus Issue From Internal Resources (%)Amount of Bonus Issue From Dividend (TL)Rate of Bonus Issue From Dividend (%)
TOTAL4.200.000.000400.000.000,009,5238

 

Other Aspects To Be Notified

Capital Market Board Application Date4.04.2017
Property of Increased Capital SharesDematerialized Share

 

Additional Explanations

We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

31.03.2017

Notification Regarding Capital Increase – Decrease

Summary Info
The Resolution of The Board of Directors Regarding Capital Increase
Update Notification Flag
No
Correction Notification Flag
No
Postponed Notification Flag
No
Board Decision Date
31.03.2017
Authorized Capital (TL)
6.000.000.000
Paid-in Capital (TL)
4.200.000.000
Target Capital (TL)
4.600.000.000

 

Bonus Issue

Share Group Info
Paid-in Capital (TL)
Amount of Bonus Issue From Internal Resources (TL)
Rate of Bonus Issue From Internal Resources (%)
Amount of Bonus Issue From Dividend (TL)
Rate of Bonus Issue From Dividend (%)
Share Group Issued
New Shares’ ISIN
Type
Group B, Not Traded, TREENKA00029
11,67
1,111
9,52013
Group B
B Grubu, ENKAI, TREENKA00011
Registered
B Grubu, ENKAI, TREENKA00011
4.199.999.988,33
399.999.998,889
9,52380
Group B
B Grubu, ENKAI, TREENKA00011
Registered
Paid-in Capital (TL)
Amount of Bonus Issue From Internal Resources (TL)
Rate of Bonus Issue From Internal Resources (%)
Amount of Bonus Issue From Dividend (TL)
Rate of Bonus Issue From Dividend (%)
TOTAL
4.200.000.000
400.000.000,000
9,52380

 

Additional Explanations

The Board of Directors of our Company resolved, as a result of the resolutions of the Ordinary General Assembly for the year 2016 of our Company as held on 24.03.2017, to raise the Share Capital of our Company, within the authorized Registered Share Capital Ceiling of TL 6,000,000,000 (Six Billion Turkish Liras) thereof, from its current level of TL 4,200,000,000 (Four Billion Two Hundred Million Turkish Liras) to TL 4,600,000,000 (Four Billion Six Hundred Million Turkish Liras) by increasing it 9,5238%; and to cover TL 400,000,000 (Four Hundred Million Turkish Liras) from the 1st Dividends of 2016; and for this purpose, to issue to a total of 1,167 holders of Registered Nominal Shares of Group A as well as to a total of 419,999,998,833 holders of Registered Nominal Shares of Group B, bonus shares free of charge in proportion to their shares at a rate of 9,5238% of each share they hold; and to issue the respective share certificates representing such increased part in the Share Capital as Registered Nominal Shares of Group B; and to make the necessary application to the Capital Markets Board for the approval of the Share Issue Certificate for capital increase as prepared for this purpose.

(Translation into English is just for informational purposes. In case of a discrepancy between the Turkish and the English versions, the Turkish version shall prevail.)

 

31.03.2017

Board of Directors’ Subcommitees

Update Notification FlagHayır (No)
Correction Notification FlagHayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification FlagHayır (No)
Announcement Content
 
Explanations

By the resolution of the Board of Directors, committees formed for a tenor of one year are as follows:

Audit Committee;

E.Melih Araz (Chairman)

V. Ergin İmre (Member)

Corporate Governance Committee;

E. Melih Araz (Chairman)

Erdoğan Turgut (Member)

Gizem Özsoy (Member)

Early Identification of Risks Committee;

V. Ergin İmre (Chairman)

Erdoğan Turgut (Member)

According to the structure of the Board of Directors, it is decided that scope of activities of Nominating and Compensation Committees will be carried out by the Corporate Governance Committee.

(Translation into English is just for informational purposes. In case of a discrepancy between the Turkish and the English versions, the Turkish version shall prevail.)

 

24.03.2017

Notification Regarding Dividend Payment

Summary InfoDividend Distribution
Update Notification FlagYes
Correction Notification FlagNo
Postponed Notification FlagNo
Board Decision Date01.03.2017
Date of Related General Assembly24.03.2017
Was The Issue of Dividend Payment Negotiated?Discussed
Type of Cash Dividend PaymentPayment In Advance
Currency UnitTRY
Type of Stock Dividend PaymentWill be paid
Amount and Rate of Cash Dividend Payment
 

Share Group InfoPaymentCash Dividend To Be Paid For Share With Par Value of 1 TL – Gross (TL)Cash Dividend To Be Paid For Share With Par Value of 1 TL – Gross (%)Cash Dividend To Be Paid For Share With Par Value of 1 TL – Net (TL)Cash Dividend To Be Paid For Share With Par Value of 1 TL – Net (%)
A Grubu, İşlem Görmüyor, TREENKA00029Payment In Advance0,12120,10813210,8132
B Grubu, ENKAI, TREENKA00011Payment In Advance0,12120,10813210,8132
Cash Dividend Payment Dates
PaymentProposed
Ex-Dividend Date
Final
Ex-Dividend Date
Payment DateRecord Date
Payment In Advance19.04.201719.04.201721.04.201720.04.2017
Amount and Rate of Cash Dividend Stock Dividend Payment
 

Share Group InfoAmount of Stock Dividend (TL)Rate of Stock Dividend (%)
A Grubu, İşlem Görmüyor, TREENKA000291,1119,52014
B Grubu, ENKAI, TREENKA00011399.999.998,8899,52381
Additional Explanations
Our Board of Directors resolved, after the analysis of Consolidated Balance Sheet and Profit – Loss statements for the year 2016, prepared in accordance with the Turkish Accounting Standards, to propose to the General Assembly to prepare the dividend distribution table from the Net Distributable Profit for the period from January 01, 2016 to December 31, 2016 as;

Advance Dividend paid to the share certificate holders 280,000,000 TL

To the share certificate holders (as Cash) 504,000,000 TL

To the share certificate holders (as Bonus issue) 400,000,000 TL

To the bonus certificate holders 29,352,026 TL

to distribute 504.000.000 TL cash dividend starting from April 19, 2017, by taking into account the legal status of the shareholders representing the 4,200,000,000 TL equity, as being 12.00% gross and 10.8132% net dividend

to add 400,000,000 TL which will be distributed as shares dividend to share capital

to allocate the remaining as extraordinary reserve fund after retaining the legal reserve.

This proposal has been approved by the General Assembly.

(Translation into English is just for informational purposes. In case of a discrepancy between the Turkish and the English versions, the Turkish version shall prevail.)

DIVIDEND DISTRIBUTION TABLE
ENKA İNŞAAT VE SANAYİ A.Ş. 01.01.2016/31.12.2016 Period Dividend Payment Table (TL)
1.Paid-In / Issued Capital4.200.000.000
2. Total Legal Reserves (According to Legal Records)560.569.667,2
Information on privileges in dividend distribution, if any, in the Articles of Association:
*Based on CMB RegulationsBased on Legal Records
3. Current Period Profit2.376.642.0001.734.456.761,67
4. Taxes Payable (-)567.510.00076.182.715,54
5. Net Current Period Profit1.776.611.0001.658.274.046,13
6. Losses in Previous Years (-)00
7. Primary Legal Reserve (-)82.913.702,3182.913.702,31
8. NET DISTRIBUTABLE CURRENT PERIOD PROFIT1.693.697.297,691.575.360.343,82
Dividend Advance Distributed (-)280.000.0000
Dividend Advance Less Net Distributable Current Period Profit1.413.697.297,690
9. Donations Made during the Year ( + )11.051.018,960
10. Donation-Added Net Distributable Current Period Profit on which First Dividend Is Calculated1.424.748.316,650
11. First Dividend to Shareholders00
* Cash504.000.0000
* Stock400.000.0000
12. Dividend Distributed to Owners of Privileged Shares00
13. Other Dividend Distributed00
* To the Employees00
* To the Members of the Board of Directors,00
* To None Shareholders00
14. Dividend to Owners of Redeemed Shares29.352.025,790
15. Second Dividend to Shareholders00
16. Secondary Legal Reserves60.335.202,580
17. Statutory Reserves00
18. Special Reserves00
19. EXTRAORDINARY RESERVES420.010.069,33301.673.115,46
20. Other Distributable Resources00
Dividend Rates Table
Share GroupCASH DIVIDEND AMOUNT (TL) – NETSTOCK DIVIDEND AMOUNT (TL)TOTAL DIVIDEND AMOUNT (TL) / NET DISTRIBUTABLE CURRENT PERIOD PROFIT (%)DIVIDEND TO BE PAID FOR SHARE WITH PAR VALUE OF 1 TL – NET (TL)DIVIDEND TO BE PAID FOR SHARE WITH PAR VALUE OF 1 TL – NET (%)
A Grubu1,961,1100,26326,3
B Grubu706.465.384,96399.999.998,8965,30,26326,3
TOTAL706.462.386,93400.000.00065,30,26326,3
Dividend Payment Table Explanation
280.000.000 TL out of 784.000.000TLcash dividend had been distributed as Advance Dividend of 2016 by applying a witholding tax of 15% further to the Board of Directors’ resolution. For 504.000.000 TL gross, and 454.156.320 TL net which will be distributed from the year end profit, at a rate of 12,00% gross and 10,8132% net for each 1 TL nominal valued share, a witholding tax of 9,89% will be applied.

To the holders of each Group A and Group B shares, Group B share dividend would be given in a rate of 9,5238%; as total amount 400.000.000 TL bonus share.

The secondary legal reserve of the advance dividend which was distributed within the year is included in secondary legal reserves in line 16.

(Translation into English is just for informational purposes. In case of a discrepancy between the Turkish and the English versions, the Turkish version shall prevail.)

 

24.03.2017

Notification Regarding General Assembly Meeting

Summary Info
Ordinary General Assembly Meeting Resolutions
Update Notification Flag
Yes
Correction Notification Flag
No
Postponed Notification Flag
No
General Assembly Invitation
Type of General Assembly
Annual
Begining of The Fiscal Period
01.01.2016
End of The Fiscal Period
31.12.2016
Decision Date
01.03.2017
General Assembly Date
24.03.2017
General Assembly Time
14:00
Record Date
23.03.2017
Country
Turkey
City
İSTANBUL
District
BEŞİKTAŞ
Address
Balmumcu Mahallesi, Zincirlikuyu Yolu No:6, Enka Konferans Salonu
Agenda Items
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 2016;
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 2016 under the framework of Company’s current Donation and Aid Policy;
5 – Approval of Balance Sheet and Income Statement Accounts of 2016;
6 – Acquittal and release of the Board Members due to the Company’s activities for the fiscal year 2016;
7 – Election of the Board Members;
8 – Regarding the regulations of Capital Markets Board, determining the attendance fee for the Board Members as 15.500 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 Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.(the Turkish member firm of KPMG International Cooperative, a Swiss entity) by the Board of Directors;
10 – Regarding the regulations of Capital Markets Board, making decision on distribution of the Balance Sheet profit of 2016 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 2017 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 2017, if no sufficient profits are realized or even losses are suffered at the end of the fiscal year 2017;
14 – 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 2016;
15 – Requests and recommendations.
Corporate Actions Involved In Agenda
Dividend Payment
Advance Dividend Payment
General Assembly Results
Was The General Assembly Meeting Executed?
Yes
General Assembly Results

The main resolutions taken in the General Assembly of our company is stated below. Minutes of the meeting with the decisions of the General Assembly, list of attendees and the profit distribution statement are enclosed (In Turkish).
•The Annual Report of the Board of Directors and the Financial Statements for the fiscal year 2016 and the Report of Independent Auditors have been read and approved.
•The Board Members have been acquitted for the Company’s activities for the fiscal year 2016;
•Mehmet Sinan TARA and Haluk GERÇEK have been elected as the executive members of the Board, Erdoğan TURGUT has been elected as the non-executive member of the Board and; Elmas Melih ARAZ and Veli Ergin İMRE have been elected as the independent non-executive members of the Board.
• Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (the Turkish member firm of KPMG International Cooperative, a Swiss entity) has been selected as the independent audit firm in accordance with the proposal of the Board of Directors.
•Attached proposal of the Board of Directors regarding the profit distribution has been accepted.
•The Board of Directors have been authorized to resolve for the distribution of Dividend Advances for the Fiscal Period 2017
.

(Translation into English is just for informational purposes. In case of a discrepancy between the Turkish and the English versions, the Turkish version shall prevail.)

Decisions Regarding Corporate Actions
Dividend Payment
Discussed
Advance Dividend Payment
Authorized
General Assembly Outcome Documents
Appendix: 1
Appendix: 2
Additional Explanations

 

02.03.2017

Notification Regarding Dividend Payment

Summary InfoDividend Distribution Proposal
Update Notification FlagNo
Correction Notification FlagNo
Postponed Notification FlagNo
Board Decision Date01.03.2017
Date of Related General Assembly24.03.2017
Type of Cash Dividend PaymentPayment In Advance
Currency UnitTRY
Type of Stock Dividend PaymentWill be paid
Amount and Rate of Cash Dividend Payment
Share Group InfoPaymentCash Dividend To Be Paid For Share With Par Value of 1 TL – Gross (TL)Cash Dividend To Be Paid For Share With Par Value of 1 TL – Gross (%)Cash Dividend To Be Paid For Share With Par Value of 1 TL – Net (TL)Cash Dividend To Be Paid For Share With Par Value of 1 TL – Net (%)
A Grubu, İşlem Görmüyor, TREENKA00029Payment In Advance0,12120,10813210,8132
B Grubu, ENKAI, TREENKA00011Payment In Advance0,12120,10813210,8132
Cash Dividend Payment Dates
PaymentProposed
Ex-Dividend Date
Final
Ex-Dividend Date
Payment DateRecord Date
Payment In Advance19.04.201721.04.201720.04.2017
Amount and Rate of Cash Dividend Stock Dividend Payment
Share Group InfoAmount of Stock Dividend (TL)Rate of Stock Dividend (%)
A Grubu, İşlem Görmüyor, TREENKA000291,1119,52014
B Grubu, ENKAI, TREENKA00011399.999.998,8899,52381
Additional Explanations

Our Board of Directors resolved, after the analysis of Consolidated Balance Sheet and Profit – Loss statements for the year 2016, prepared in accordance with the Turkish Accounting Standards, to propose to the General Assembly to prepare the dividend distribution table from the Net Distributable Profit for the period from January 01, 2016 to December 31, 2016 as;

Advance Dividend paid to the share certificate holders 280,000,000 TL

To the share certificate holders (as Cash) 504,000,000 TL

To the share certificate holders (as Bonus issue) 400,000,000 TL

To the bonus certificate holders 29,352,026 TL

to distribute 504.000.000 TL cash dividend starting from April 19, 2017, by taking into account the legal status of the shareholders representing the 4,200,000,000 TL equity, as being 12.00% gross and 10.8132% net dividend

to add 400,000,000 TL which will be distributed as shares dividend to share capital

to allocate the remaining as extraordinary reserve fund after retaining the legal reserve.

(Translation into English is just for informational purposes. In case of a discrepancy between the Turkish and the English versions, the Turkish version shall prevail.)

DIVIDEND DISTRIBUTION TABLE
ENKA İNŞAAT VE SANAYİ A.Ş. 01.01.2016/31.12.2016 Period Dividend Payment Table (TL)
1.Paid-In / Issued Capital4.200.000.000
2. Total Legal Reserves (According to Legal Records)560.569.667,2
Information on privileges in dividend distribution, if any, in the Articles of Association:
*Based on CMB RegulationsBased on Legal Records
3. Current Period Profit2.376.642.0001.734.456.761,67
4. Taxes Payable (-)567.510.00076.182.715,54
5. Net Current Period Profit1.776.611.0001.658.274.046,13
6. Losses in Previous Years (-)00
7. Primary Legal Reserve (-)82.913.702,3182.913.702,31
8. NET DISTRIBUTABLE CURRENT PERIOD PROFIT1.693.697.297,691.575.360.343,82
Dividend Advance Distributed (-)280.000.0000
Dividend Advance Less Net Distributable Current Period Profit1.413.697.297,690
9. Donations Made during the Year ( + )11.051.018,960
10. Donation-Added Net Distributable Current Period Profit on which First Dividend Is Calculated1.424.748.316,650
11. First Dividend to Shareholders00
* Cash504.000.0000
* Stock400.000.0000
12. Dividend Distributed to Owners of Privileged Shares00
13. Other Dividend Distributed00
* To the Employees00
* To the Members of the Board of Directors,00
* To None Shareholders00
14. Dividend to Owners of Redeemed Shares29.352.025,790
15. Second Dividend to Shareholders00
16. Secondary Legal Reserves60.335.202,580
17. Statutory Reserves00
18. Special Reserves00
19. EXTRAORDINARY RESERVES420.010.069,33301.673.115,46
20. Other Distributable Resources00
Dividend Rates Table
Share GroupCASH DIVIDEND AMOUNT (TL) – NETSTOCK DIVIDEND AMOUNT (TL)TOTAL DIVIDEND AMOUNT (TL) / NET DISTRIBUTABLE CURRENT PERIOD PROFIT (%)DIVIDEND TO BE PAID FOR SHARE WITH PAR VALUE OF 1 TL – NET (TL)DIVIDEND TO BE PAID FOR SHARE WITH PAR VALUE OF 1 TL – NET (%)
A Grubu1,961,1100,26326,3
B Grubu706.465.384,96399.999.998,8965,30,26326,3
TOTAL706.462.386,93400.000.00065,30,26326,3
Dividend Payment Table Explanation

280.000.000 TL out of 784.000.000TLcash dividend had been distributed as Advance Dividend of 2016 by applying a witholding tax of 15% further to the Board of Directors’ resolution. For 504.000.000 TL gross, and 454.156.320 TL net which will be distributed from the year end profit, at a rate of 12,00% gross and 10,8132% net for each 1 TL nominal valued share, a witholding tax of 9,89% will be applied.

To the holders of each Group A and Group B shares, Group B share dividend would be given in a rate of 9,5238%; as total amount 400.000.000 TL bonus share.

The secondary legal reserve of the advance dividend which was distributed within the year is included in secondary legal reserves in line 16.

(Translation into English is just for informational purposes. In case of a discrepancy between the Turkish and the English versions, the Turkish version shall prevail.)

 

02.03.2017

The General Assembly Meeting

Date:March 24, 2017
Time:14:00
Venue:Balmumcu Mahallesi, Zincirlikuyu Yolu No:6 ENKA Konferans Salonu,

Beşiktaş – İstanbul

 

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 2016;
  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 2016 under the framework of Company’s current Donation and Aid Policy;
  5. Approval of Balance Sheet and Income Statement Accounts of 2016;
  6. Acquittal and release of the Board Members due to the Company’s activities for the fiscal year 2016;
  7. Election of the Board Members;
  8. Regarding the regulations of Capital Markets Board, determining the attendance fee for the Board Members as 15.500 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 Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (the Turkish member firm of KPMG International Cooperative, a Swiss entity) by the Board of Directors;
  10. Regarding the regulations of Capital Markets Board, making decision on distribution of the Balance Sheet profit of 2016 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 2017 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 2017, if no sufficient profits are realized or even losses are suffered at the end of the fiscal year 2017;
  14. 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 2016;
  15. Requests and recommendations.

 

NOTICE FOR ORDINARY GENERAL ASSEMBLY MEETING

The Ordinary General Assembly of the Holders of Ordinary Share Certificates of our Company will be held on March 24, 2017 Friday at 14:00 p.m. and the Ordinary General Assembly Meeting of the Holders of Privileged Share Certificates thereof also on March 24, 2017 Friday at 15:30 p.m. at Balmumcu Mahallesi, Zincirlikuyu Yolu No:6 ENKA Konferans Salonu, Beşiktaş –İstanbul for the purpose of discussing on the business activities of our Company as performed by the same within 2016 as well as the above‐ mentioned items of the Agenda of such General Assembly Meetings. There has been no necessity for our shareholders as making their shares blocked in Central Securities Depository Institution (MKK) for attending the Ordinary General Meeting and voting as well. Any shareholders of our Company who are entitled to attend or take part in the General Assembly Meetings thereof and the shares of whom are being traced by the “Central Securities Depository Institution” (MKK = Merkezi Kayıt Kuruluşu) on the basis of the records thereof are authorized to attend physically or to take part in person or by proxy in such General Assembly meetings. Shareholders intend to attend physically such General Assembly Meetings are entitled, by submitting their identity cards, to exercise their rights arising out of their shares recorded in the “Shareholders List” kept by the “Central Securities Depository Institution” (MKK). However, any shareholders who have previously provided to their stock brokers any restrictions for the provisioning and communication to our Company of any information on their identities and on the shares (stocks) kept in their accounts, are required to apply to their relevant stock brokers for the abolishment of such restrictions and provisioning and communication by such stock brokers to our Company of the information on theiridentities and on the shares (stocks) kept in their accounts, until at the latest one day before the General Assembly Meeting., should they intend and request to be enlisted in the “General Assembly Shareholders List”. Taking part online in such General Assembly Meetings by the shareholders themselves in person or by virtues of their proxies is allowed only by secure electronic signatures. Any shareholders are allowed to authorize their proxies by whom they will be represent in the General Assembly, either online in electronic environment by virtue of the Electronic Online (General Assembly) Meeting Teleconference System or by providing them an authenticated (notarized) Official Power of Attorney as provided in the Communiqué: II‐30.1 of the Capital Market Board, or a non‐authenticated Formal Power of Attorney bearing their duly signatures in the accompaniment of their authenticated (notarized) Official Signature Sample Statement as an integral part thereof. Our Company’s “Board of Directors’ Annual Report” and “Audit Report” for the fiscal year 2016, the Financial Statements such as “Balance Sheet” and the “Income Statement” of our Company, and our “Board of Director’s Proposal for Distribution of Profit” of our Company will be available online in softcopy format in electronic environment by virtue of the Electronic Online (General Assembly) Meeting Teleconference System and on the page “Investors Relations” in the website of our Company accessible at the address www.enka.com as well as physically in hardcopy format at the head office of our Company to the order of our shareholders, three weeks before the date of the assembly.

 

15.02.2017
Submission of Financial Statements to any Authorities

Period Covered In Financial Statement:2016
Government Authority To Which Financial Statement Was Submitted:Large Taxpayers Office of the Istanbul Provincial Finance Department
Submission Reason:Temporary Tax Declaration
Submission Date Of Financial Statement:14.02.2017

 

The attached Income Statement of our company for the period 01.01.2016 – 31.12.2016 which has not been prepared in accordance with the Capital Markets Regulations, has been submitted in the Provisional Tax Declaration.

2016

 

22.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
22.11.2016Buy131,3344.77626,463.188,268,666% 0,1978,400,000% 0,2

 

21.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
21.11.2016Buy200,0004.69938,0008,068,666%0,1928,268,666%0,197

 

18.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
18.11.2016Buy52,2704.64242,532.807,568,666% 0,187,620,936% 0,181
18.11.2016Buy200,0004.67934,000.007,620,936%0,1817,820,936%0,186
18.11.2016Buy45,2124.68211,592.167,820,936% 0,1867,866,148% 0,187
18.11.2016Buy100,0004.72472,000.007,866,148%0,1877,966,148%0,19
18.11.2016Buy102,5184.73484,910.147,966,148%0,198,068,666%0,192

 

17.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
17.11.2016Buy300,0004.671,401,0006,968,666% 0,1667,268,666% 0,173
17.11.2016Buy100,0004.68468,0007,268,666% 0,1737,368,666% 0,175
17.11.2016Buy200,0004.69938,0007,368,666% 0,1757,568,666% 0,18

 

16.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
16.11.2016Buy73,0244.63338,101.126,368,666% 0,1526,441,690% 0,153
16.11.2016Buy128,8754.64597,980.006,441,690% 0,1536,570,565% 0,156
16.11.2016Buy198,1014.65921,169.656,570,565% 0,1566,768,666% 0,161
16.11.2016Buy106,5414.66496,481.066,768,666% 0,1616,875,207% 0,164
16.11.2016Buy93,4594.67436,453.536,875,207% 0,1646,968,666% 0,166

 

15.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
15.11.2016Buy75,8674.62350,505.545,668,666% 0,1355,744,533% 0,137
15.11.2016Buy124,1334.64575,977.125,744,533% 0,1375,868,666% 0,140
15.11.2016Buy400,0004.651,860,000.005,868,666% 0,146,268,666% 0,149
15.11.2016Buy100,0004.66466,000.006,268,666% 0,1496,368,666% 0,152

 

14.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
14.11.2016Buy1,0394.54,675.55,268,666% 0,1255,269,705% 0,125
14.11.2016Buy98,9614.53448,293.335,269,705% 0,1255,368,666% 0,128
14.11.2016Buy76,7964.54348,653.845,368,666% 0,1285,445,462% 0,13
14.11.2016Buy223,2044.621,031,202.485,445,462% 0,135,668,666% 0,135

 

11.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
11.11.2016Buy100,0004.59459,0005,168,666% 0,1235,268,666% 0,125

 

09.11.2016
Notification Regarding Advance Dividend Payment

Board Decision Date09.11.2016
Date of General Assembly Related To Advance Dividend Payment29.03.2016
Related Interim Period01.01.2016 / 30.09.2016
Ex-Dividend Date14.12.2016
Payment Date16.12.2016
Record Date15.12.2016
Currency UnitTRY

 

Share Group InfoAdvance Dividend To Be Paid For Share With Par Value Of 1 TL – Gross (TL)Advance Dividend To Be Paid For Share With Par Value Of 1 TL – Gross (%)Advance Dividend To Be Paid For Share With Par Value Of 1 TL – Net (TL)Advance Dividend To Be Paid For Share With Par Value Of 1 TL – Net (%)
A Grubu, İşlem Görmüyor, TREENKA000290,033333,3330,028332,833
B Grubu, ENKAI, TREENKA000110,033333,3330,028332,833

 

ENKA İNŞAAT VE SANAYİ A.Ş. 01.01.2016 / 30.09.2016 Period Advanced Dividend Distribution Table (TL)

 

1.Current Period Profit1.728.220.000
2.Taxes Payable (-)342.417.000
3.Net Current Period Profit1.385.803.000
4.Losses in Previous Years (-)0
5.Primary Legal Reserve (-)62.564.604
6.NET DISTRIBUTABLE CURRENT PERIOD PROFIT1.323.238.396
7.Reserve As To Articles of Association (-)0
8.Reserve for Privileged Shares (-)0
9.AMOUNT CONSTITUTE THE BASIS OF ADVANCE DIVIDEND DISTRIBUTION1.323.238.396
10.Amount of Advance Dividend280.000.000
11.Amount of Advance Dividend Payment on Previous Interim Periods (-)140.000.000
12.Primary Legal Reserve7.000.000
13.NET CURRENT PERIOD PROFIT AFTER ADVANCE DIVIDEND PAYMENT1.043.238.396

 

Basing on the power vested in the Board of Directors of our Company by the General Assembly thereof in its Ordinary Meeting held on 29.03.2016, our Company’s Board of Directors resolved by unanimous votes of the attendees of the Board Meeting, to distribute, as of the date of December 14th, 2016, a total of TL140.000.000,- from the amount that remains after deduction of the relevant reserves as required, pursuant to the provisions of the Turkish Code of Commerce and the Articles of Association, to be set apart from the net profit of the current period as indicated on the financial statements comprising the interim period from 01.01.2016 to 30.09.2016, as Dividend Advances at a rate of 3,33% gross and 2,83% net per share, to the holders of share certificates representing the share capital amounting to TL4.200.000.000,-.

(Translation into English is just for informational purposes. In case of a discrepancy between the Turkish and the English versions, the Turkish version shall prevail.)

 

09.11.2016

The Board of Directors has resolved to select the auditing firm Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (the Turkish member firm of KPMG International Cooperative, a Swiss entity) as the independent auditor of our Company for auditing 2017 financial statements in accordance with the opinion of our Company’s Audit Committee and as pursuant to the regulations of the Capital Markets Board of Turkey as well as other related regulations and to present such selection to the approval of the General Assembly.

(Translation into English is just for informational purposes. In case of a discrepancy between the Turkish and the English versions, the Turkish version shall prevail.)

 

08.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
08.11.2016Buy 100,0004.58458,0005,068,666% 0,1215,168,666% 0,123

 

04.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
04.11.2016Buy100,0004.56456,0004,668,666% 0,1114,768,666% 0,114
04.11.2016Buy300,0004.571,371,0004,768,666% 0,1145,068,666% 0,121

 

03.11.2016

The Corporate Governance Rating (9.16) that has been assigned to our company on 3.11.2015 is hereby revised up to 9.18.

 

Corporate Governance Compliance Rating NoteShareholdersPublic Disclosure and TransparencyStakeholdersBoard of DirectorsCorporate Governance Compliance Rating NoteTotal
Weight25%25%15%35%100%100%
Note95.3893.6296.0485.9991.7591.75

We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

03.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
03.11.2016Buy273,7504.591,256,512.54,394,916% 0,1054,668,666% 0,111

 

02.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
02.11.2016Buy102,7434.57469,535.514,194,916% 0,14,297,659% 0,102
02.11.2016Buy97,2574.59446,409.634,297,659% 0,1024,394,916% 0,105

 

13.10.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
13.10.2016Buy100,0004.53453,0003,894,916% 0,0933,994,916% 0,095
13.10.2016Buy200,0004.54908,0003,994,916% 0,0954,194,916% 0,1

 

04.10.2016

According to the press release of the Capital Markets Board of Turkey (the Board) dated 25.07.2016, in addition to our share buyback resolution dated 26.07.2016, in order to protect the interests of minority shareholders, Board of Directors has resolved to increase the nominal value of buyback shares from 4,200,000 TL to 8,400,000 TL, to determine the funds to be reserved as 60,000,000 TL for this purpose including this increase and to authorize Vice President İlhan Gücüyener for the transactions till the second announcement of the Board.

 

04.10.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
04.10.2016Buy41,6334.42184,017.863,453,283% 0,0823,494,916% 0,083
04.10.2016Buy400,0004.441,776,0003,494,916% 0,0833,894,916% 0,093

 

03.10.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
03.10.2016Buy52,5464.43232,778.783,053,283% 0,0733,105,829% 0,074
03.10.2016Buy347,4544.441,542,695.763,105,829% 0,0743,453,283% 0,082

 

30.09.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
30.09.2016Buy100,0004.36436,0002,952,215% 0,073,052,215% 0,073
30.09.2016Buy1,0684.384,677.843,052,215%0,0733,053,283%0,073

 

29.09.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
29.09.2016Buy100,0004.38438,0002,452,215% 0,0582,552,215% 0,061
29.09.2016Buy400,0004.391,756,0002,552,215% 0,0612,952,215% 0,07

 

26.09.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
26.09.2016Buy165,3514.4727,544.42,052,215% 0,0492,217,566% 0,053
26.09.2016Buy234,6494.411,034,802.092,217,566% 0,0532,452,215% 0,058

 

19.09.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
19.09.2016Buy89,6554.41395,3781,962,560% 0,0472,052,215% 0,049

 

02.09.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
02.09.2016Buy200,0004.39878,0001,587,560% 0,0381,787,560% 0,043
02.09.2016Buy175,0004.4770,0001,787,560% 0,0431,962,560% 0,047

 

 

01.09.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
01.09.2016Buy100,0004.37437,0001,177,560% 0,0281,277,560% 0,03
01.09.2016Buy100,0004,38438,0001,277,560% 0,031,377,560% 0,033
01.09.2016Buy210,0004.39921,9001,377,560% 0,0331,587,560% 0,038

 

24.08.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
24.08.2016Buy200,0004.36872,000877,560% 0,0211,077,560% 0,026
24.08.2016Buy100,0004.37437,0001,077,560% 0,0261,177,560% 0,028

 

15.08.2016
Notification Regarding Advance Dividend Payment

 

Board Decision Date15.08.2016
Date of General Assembly Related To Advance Dividend Payment29.03.2016
Related Interim Period01.01.2016 / 30.06.2016
Ex-Dividend Date28.09.2016
Payment Date30.09.2016
Record Date29.09.2016
Currency UnitTRY

 

Share Group InfoAdvance Dividend To Be Paid For Share With Par Value Of 1 TL – Gross (TL)Advance Dividend To Be Paid For Share With Par Value Of 1 TL – Gross (%)Advance Dividend To Be Paid For Share With Par Value Of 1 TL – Net (TL)Advance Dividend To Be Paid For Share With Par Value Of 1 TL – Net (%)
A Grubu, İşlem Görmüyor, TREENKA000290,033333,3330,028332,833
B Grubu, ENKAI, TREENKA000110,033333,3330,028332,833

 

ADVANCE DIVIDEND DISTRIBUTION TABLE

ENKA İNŞAAT VE SANAYİ A.Ş. 01.01.2016 / 30.06.2016 Period Advanced Dividend Distribution Table (TL)

 

1.Current Period Profit1.285.555.000
2.Taxes Payable (-)239.469.000
3.Net Current Period Profit1.046.086.000
4.Losses in Previous Years (-)0
5.Primary Legal Reserve (-)50.579.635
6.NET DISTRIBUTABLE CURRENT PERIOD PROFIT995.506.365
7.Reserve As To Articles of Association (-)0
8.Reserve for Privileged Shares (-)0
9.AMOUNT CONSTITUTE THE BASIS OF ADVANCE DIVIDEND DISTRIBUTION995.506.365
10.Amount of Advance Dividend140.000.000
11.Amount of Advance Dividend Payment on Previous Interim Periods (-)0
12.Primary Legal Reserve0
13.NET CURRENT PERIOD PROFIT AFTER ADVANCE DIVIDEND PAYMENT855.506.365

 

Additional Explanations

Basing on the power vested in the Board of Directors of our Company by the General Assembly thereof in its Ordinary Meeting held on 29.03.2016, our Company’s Board of Directors resolved by unanimous votes of the attendees of the Board Meeting, to distribute, as of the date of September 28th, 2016, a total of TL140.000.000,- from the amount that remains after deduction of the relevant reserves as required, pursuant to the provisions of the Turkish Code of Commerce and the Articles of Association, to be set apart from the net profit of the current period as indicated on the financial statements comprising the interim period from 01.01.2016 to 30.06.2016, as Dividend Advances at a rate of 3,33% gross and 2,83% net per share, to the holders of share certificates representing the share capital amounting to TL4.200.000.000,-.
(Translation into English is just for informational purposes. In case of a discrepancy between the Turkish and the English versions, the Turkish version shall prevail.)

 

29.07.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
29.07.2016Buy100,0004.41441,000677,560% 0,016777,560% 0,019
29.07.2016Buy100,0004.42442,000777,560% 0,019877,560% 0,021

 

28.07.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
28.07.2016Buy25,5604.43113,230.8652,000% 0,016677,560% 0,016

 

27.07.2016
Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
27.07.2016Buy100,0004.37437,000402,000% 0.01502,000% 0,012
27.07.2016Buy150,0004.39658,500502,000% 0,012652,000% 0,016

26.07.2016

According to the press release of the Capital Markets Board of Turkey (the Board) dated 25.07.2016, in addition to our share buyback resolution dated 25.07.2016, in order to protect the interests of minority shareholders, Board of Directors has resolved to buy back the shares up to nominal value of TL4,200,000 , to determine the funds to be reserved as TL 60,000,000 for this purpose and to authorize Vice President İlhan Gücüyener for the transactions till the second announcement of the Board.

25.07.2016
Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction DateType of TransactionNominal Value of Shares Subject to Transaction (TRY)Transaction Price (TRY / Unit)Transaction Value (TRY)Nominal Value of Shares Owned Before Transaction (TRY)Ratio of Shares Owned in Company Capital Before Transaction (TRY)Nominal Value of Shares Owned After Transaction (TRY)Ratio of Shares Owned in Company Capital After Transaction (TRY)
25.07.2016Buy100,0004.33433,00042,000% 0,001142,000% 0,003
25.07.2016Buy260,0004.351,131,000142,000% 0,003402,000% 0.01

25.07.2016

According to the press release of the Capital Markets Board of Turkey dated 21.07.2016, our Board of Directors has resolved by unanimous votes to buyback the Company’s shares without any upper limit and to authorize Vice President İlhan Gücüyener for the transactions.

26.05.2016

Article 6 of the Articles of Association namely “Share Capital of the Company”  and Article 19 of the Articles of Association namely “Meeting and Representation” have been amended and the amended Articles of Association including the latest version is attached.

17.05.2016

The starting date for the right to receive shares has been set as 23.05.2016. After the 5% dividend issuance in the amount of 200,000,000 TL as shares, the paid-in capital of the company would increase from 4,000,000,000 TL to 4,200,000,000 TL

13.05.2016

The application on 04.04.2016 to the CMB to increase the capital of the company, has been approved on 12.05.2016 by the CMB with 16/532 numbered decision and the registry document dated 13.05.2016 numbered 13/SA-532 has reached our company.

11.05.2016

The Corporate Governance Rating Agreement has been signed on 11 May 2016 between our Company and Saha Kurumsal Yönetim ve Derecelendirme Hizmetleri A.Ş. The agreement covers two periods and will expire on 11 May 2018.

01.04.2016

By the resolution of the Board of Directors, committees formed for a tenor of one year are as follows:

Audit Committee;
E. Melih Araz (Chairman)
V. Ergin İmre (Member)

Corporate Governance Committee;
E. Melih Araz (Chairman)
Erdoğan Turgut (Member)
Gizem Özsoy (Member)

Early Identification of Risks Committee;
V. Ergin İmre (Chairman)
Erdoğan Turgut (Member)

According to the structure of the Board of Directors, it is decided that scope of activities of Nominating and Compensation Committees will be carried out by the Corporate Governance Committee.

 

31.03.2016

The Board of Directors of our Company resolved, as a result of the resolutions of the Ordinary General Assembly for the year 2015 of our Company as held on 29.03.2016, to raise the Share Capital of our Company, within the authorized Registered Share Capital Ceiling of TL 6,000,000,000 (Six Billion Turkish Liras) thereof, from its current level of TL 4,000,000,000 (Four Billion Turkish Liras) to TL 4,200,000,000 (Four Billion Two Hundred Million Turkish Liras) by increasing it 5%; and to cover TL 200,000,000 (Two Hundred Million Turkish Liras) from the 2nd Dividends of 2015; and for this purpose, to issue to a total of 1,167 holders of Registered Nominal Shares of Group A as well as to a total of 399,999,998,833 holders of Registered Nominal Shares of Group B, bonus shares free of charge in proportion to their shares at a rate of 5% of each share they hold; and to issue the respective share certificates representing such increased part in the Share Capital as Registered Nominal Shares of Group B; and to make the necessary application to the Capital Markets Board for the approval of the Share Issue Certificate for capital increase as prepared for this purpose.

 

29.03.2016
General Assembly Meeting Resolutions

Type of the meetingOrdinary
Date and time of the meeting29.03.2016 14:30:00
Begining of the Reporting Period01.01.2015
End of the Reporting Period31.12.2015
Has the general assembly meeting held?Yes
ResolutionsThe main resolutions taken in the General Assembly of our company is stated below. Minutes of the meeting with the decisions of the General Assembly, list of attendees and the profit distribution statement are enclosed.

  • The Annual Report of the Board of Directors and the Financial Statements for the fiscal year 2015 and the Report of Independent Auditors have been read and approved.
  • The Board Members have been acquitted for the Company’s activities for the fiscal year 2015;
  • Mehmet Sinan TARA and Haluk GERÇEK have been elected as the executive members of the Board, Erdoğan TURGUT has been elected as the non-executive member of the Board and; Elmas Melih ARAZ and Veli Ergin İMRE have been elected as the independent non-executive members of the Board.
  • DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (Member of Deloitte Touche Tohmatsu Limited) has been selected as the independent audit firm in accordance with the proposal of the Board of Directors.
  • Attached proposal of the Board of Directors regarding the profit distribution has been accepted.
  • The Board of Directors have been authorized to resolve for the distribution of Dividend Advances for the Fiscal Period 2016.
  • The draft of amendments to the Articles 6 and 19 of the Articles of Association has been approved.
Is there any decision about commercial title of the company in the draft amendment of the Articles of Association?No
Is there any decision about scope of activities of the company in the draft amendment of the Articles of Association?No
Is there any decision about headquarters of the company in the draft amendment of the Articles of Association?No

 

Is the registered capital ceiling discussed?Yes
Is it accepted?Yes
Related TransactionIncrease of the registered capital ceiling
Current registered capital ceiling (TL)4,000,000,000
New registered capital ceiling (TL)6,000,000,000
Validity of the registered capital ceiling31.12.2020
The article to be amended of the Articles of Association6

 

Is distribution of dividends discussed?Yes
Cash Dividend Payment TypeCash

 

Group of Share InformationDividends equivalent to each share with a nominal value of 1 TL – (Gross)Dividends equivalent to each share with a nominal value of 1 TL – (Net)
Group-B shares, ENKAI, TREENKA000110.08000000.0710080
Group-A shares, Non-trading (Privileged), TREENKA000290.08000000.0710080

 

Date of Cash Dividend Payment20.04.2016
Is distribution of shares dividend discussed?Yes
Will there be any shares dividend distribution?Yes

 

Group of Share InformationResolved dividend amount to be distributed as bonus issue (TL)Resolved dividend amount to be distributed as bonus issue (%)
Group-B shares, ENKAI, TREENKA00011199,999,999.4175.00000
Group-A shares, Non-trading (Privileged), TREENKA000290.5834.99571

 

ENCLOSURES:

 

04.03.2016

The Board of Directors has resolved to select the auditing firm DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (member of Deloitte Touche Tohmatsu) as the independent auditor of our Company for auditing 2016 financial statements in accordance with the opinion of our Company’s Audit Committee and as pursuant to the regulations of the Capital Markets Board of Turkey as well as other related regulations and to present such selection to the approval of the General Assembly.

04.03.2016

Our Board of Directors resolved, after the analysis of Consolidated Balance Sheet and Profit – Loss statements for the year 2015, prepared in accordance with the Turkish Accounting Standards, to distribute from the Net Distributable Profit for the period from January 01, 2015 to December 31, 2015;

To the share certificate holders representing the equity of TL 4,000,000,000 (as Cash)320,000,000 TL
To the share certificate holders representing the equity of TL 4,000,000,000 (as Bonus issue)200,000,000 TL
To the bonus certificate holders21,998,028 TL

and to prepare the profit distribution table by taking into account the 280,000,000 TL advance dividend distributed further to the Board of Directors’ resolution dated 05.11.2015 and by taking into account the legal status of the shareholders to distribute 8.00% gross and 7.10% net dividend to the shareholders representing the 4,000,000,000 TL equity and to propose to the General Assembly to distribute the cash dividend starting from April 20, 2016 and to add 200,000,000 TL which will be distributed as shares dividend and allocating the remaining as extraordinary reserve fund after retaining the legal reserve.

 

2015 DIVIDEND DISTRIBUTION TABLE

 

04.03.2016

The General Assembly Meeting

Date:March 29, 2016
Time:14:30
Venue:Balmumcu Mahallesi, Zincirlikuyu Yolu No:6 ENKA Konferans Salonu, Beşiktaş – İstanbul

 

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 2015;
  3. Reading and discussing the Report of Independent Auditors;
  4. As per the regulations of Capital Markets Board, informing the shareholders about the donations made within the fiscal year 2015 under the framework of Company’s current Donation and Aid Policy;
  5. Approval of Balance Sheet and Income Statement Accounts of 2015;
  6. Acquittal and release of the Board Members due to the Company’s activities for the fiscal year 2015;
  7. Election of the Board Members;
  8. As per the regulations of Capital Markets Board, determining the attendance fee for the Board Members 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 by the Board of Directors;
  10. As per the regulations of Capital Markets Board, decision to be made on distribution of the Balance Sheet profit of 2015 according to the current Profit Distribution Policy of the Company;
  11. Approval of the draft of amendments to the Articles of Association of the Company as prepared in compliance with the Approval No. 12771 of the Capital Markets Board of 26.11.2015 and the Approval No. 12099360 of the Ministry of Customs and Trade of 01.12.2015 for the amendments to be made in Articles 6 and 19 of the Articles of Association.
  12. 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;
  13. Approving the Authorization of the Board of Directors for deciding the distribution of the Advance Dividend for the fiscal year 2016 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.
  14. 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 2016, if no sufficient profits are realized or even losses are suffered at the end of the fiscal year 2016;
  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 2015;
  16. Requests and recommendations.

 

NOTICE FOR ORDINARY GENERAL ASSEMBLY MEETING

The Ordinary General Assembly of the Holders of Ordinary Share Certificates of our Company will be held on March 29, 2016 Tuesday at 14:30 p.m. and the Ordinary General Assembly Meeting of the Holders of Privileged Share Certificates thereof also on March 29, 2016 Tuesday at 16:00 p.m. at Balmumcu Mahallesi, Zincirlikuyu Yolu No:6 ENKA Konferans Salonu, Beşiktaş –İstanbul for the purpose of discussing on the business activities of our Company as performed by the same within 2015 as well as the above‐ mentioned items of the Agenda of such General Assembly Meetings. There has been no necessity for our shareholders as making their shares blocked in Central Securities Depository Institution (MKK) for attending the Ordinary General Meeting and voting as well. Any shareholders of our Company who are entitled to attend or take part in the General Assembly Meetings thereof and the shares of whom are being traced by the “Central Securities Depository Institution” (MKK = Merkezi Kayıt Kuruluşu) on the basis of the records thereof are authorized to attend physically or to take part in person or by proxy in such General Assembly meetings. Shareholders intend to attend physically such General Assembly Meetings are entitled, by submitting their identity cards, to exercise their rights arising out of their shares recorded in the “Shareholders List” kept by the “Central Securities Depository Institution” (MKK). However, any shareholders who have previously provided to their stock brokers any restrictions for the provisioning and communication to our Company of any information on their identities and on the shares (stocks) kept in their accounts, are required to apply to their relevant stock brokers for the abolishment of such restrictions and provisioning and communication by such stock brokers to our Company of the information on theiridentities and on the shares (stocks) kept in their accounts, until at the latest one day before the General Assembly Meeting., should they intend and request to be enlisted in the “General Assembly Shareholders List”. Taking part online in such General Assembly Meetings by the shareholders themselves in person or by virtues of their proxies is allowed only by secure electronic signatures. Any shareholders are allowed to authorize their proxies by whom they will be represent in the General Assembly, either online in electronic environment by virtue of the Electronic Online (General Assembly) Meeting Teleconference System or by providing them an authenticated (notarized) Official Power of Attorney as provided in the Communiqué: II‐30.1 of the Capital Market Board, or a non‐authenticated Formal Power of Attorney bearing their duly signatures in the accompaniment of their authenticated (notarized) Official Signature Sample Statement as an integral part thereof. Our Company’s “Board of Directors’ Annual Report” and “Audit Report” for the fiscal year 2015, the Financial Statements such as “Balance Sheet” and the “Income Statement” of our Company, and our “Board of Director’s Proposal for Distribution of Profit” of our Company will be available online in softcopy format in electronic environment by virtue of the Electronic Online (General Assembly) Meeting Teleconference System and on the page “Investors Relations” in the website of our Company accessible at the address www.enka.com as well as physically in hardcopy format at the head office of our Company to the order of our shareholders, three weeks before the date of the assembly.

 

DISCLOSURE FOR GENERAL ASSEMBLY NOTICE

 

15.02.2016
Submitting Financials to Any Authority

 

Period of the Financials:31.12.2015
Submitted Authority:Large Taxpayers Office of the Istanbul Provincial Finance Department
Reason of Submission of the Financials:Provisional Tax for the 4th Quarter 2015
Date of Submission:12.02.2016

 

Our Company’s Income Statement for the period 01.01.2015 – 31.12.2015 which has not been prepared in accordance with the Capital Markets Regulations as enclosed hereto, has been submitted in the Provisional Tax Declaration.

 

2015

 

01.12.2015

The board of directors, with its resolution no 967 dated 18.11.2015, had resolved to amend Article 6 and Article 19 of the Articles of Association of the Company regarding the share capital and management & representation and to apply to the Capital Markets Board (CMB) for the necessary authorizations. These amendments have been approved by the CMB on 26.11.2015.
20.11.2015

The Board of Directors, with its resolution no 967 dated 18.11.2015, has resolved to increase the registered capital ceiling from 4,000,000,000 TL to TL 6,000,000,000 and to apply to the Capital Markets Board for the necessary authorizations. The application has been done on 19.11.2015.

 

05.11.2015

Basing on the power vested in the Board of Directors of our Company by the General Assembly thereof in its Ordinary Meeting held on 27.03.2015, our Company’s Board of Directors resolved by unanimous votes of the attendees of the Board Meeting, to distribute, as of the date of November 11th, 2015, a total of TL280,000,000,-, as indicated on the annexed Dividend Advance Distribution Schedule, from the amount that remains after deduction of the relevant reserves as required, pursuant to the provisions of the Turkish Code of Commerce and the Articles of Association, to be set apart from the net profit of the current period as indicated on the financial statements comprising the interim period from 01.01.2015 to 30.09.2015, as Dividend Advances at a rate of 7,00% gross and 5,95% net per share, to the holders of share certificates representing the share capital amounting to TL4,000,000,000,-.

 

07.05.2015

Our Company’s consolidated summary financial statements prepared in accordance with the International Financial Reporting Standards for the fiscal period ended on March 31, 2015 in English have been submitted to the information of investors on our website www.enka.com.

 

04.05.2015

The starting date for the right to receive shares has been set as 06.05.2015 and after the 11.11% (2.92% as bonus issue, 8.19% as shares dividend) dividend issuance in the amount of 400,000,000 TL as shares, the paid-in capital of the company would increase from 3,600,000,000 TL to 4,000,000,000 TL.

 

30.04.2015

The application on 08.04.2015 to the CMB to increase the capital of the company, has been approved on 28.04.2015 by the CMB with 11/515 numbered decision and the registry document dated 29.04.2015 numbered 18/SA-515 has reached our company. (The CMB Letter is attached in Turkish original)

 

01.04.2015

The Board of Directors of our Company resolved, as a result of and in compliance with the resolutions of the Ordinary General Assembly 2014 of our Company as held on 27.03.2015, to raise the Share Capital of our Company, within the applicable authorized Registered Share Capital Ceiling (Upper Limit) of TL 4,000,000,000 (Four Billion Turkish Liras) thereof, from its current amount of TL 3,600,000,000 (Three Billion Six Hundred Million Turkish Liras) to TL 4,000,000,000 (Four Billion Turkish Liras) by increasing the same by 11.11% of such current amount; and to cover TL 65,000,000 (Sixty Five Million Turkish Liras) of such increased amount of TL 400,000,000 (Four Hundred Million Turkish Liras) from the 1st Dividends of 2014, a further total of TL 230,000,000 (Two Hundred and Thirty Million Turkish Liras) from the 2nd Dividends of 2014 and the remaining TL 90,000,000 (Ninety Million Turkish Liras) from the extraordinary reserves and TL 15,000,000 (Fifteen Million Turkish Liras) from the subsidiary sales profit fund by adding the latters to the Share Capital of our Company; and for this purpose, to issue to a total of 1,167 holders of Registered Nominal Shares of Group A as well as to a total of 359,999,998,833 holders of Registered Nominal Shares of Group B, bonus shares free of charge in proportion to their shares at a rate of 11.11% of each share they hold; to issue the respective share certificates representing such increased part in the Share Capital as Registered Nominal Shares of Group B; to approve and release, in accordance with the provisions of Section 18/7 of the Capital Markets Law, the registration with and publishing by the Trade Registry of the new version of Article 6 of the Articles of Association of our Company showing the share capital thereof; and to make the necessary application to the Capital Markets Law for the approval by the same of the Share Issue Certificate for capital increase by using company-internal resources as prepared for this purpose.

 

01.04.2015

By the resolution of the Board of Directors, committees formed for a tenor of one year are as follows:

Audit Committee;
E. Melih Araz (Chairman)
V. Ergin İmre (Member)

Corporate Governance Committee;
E. Melih Araz (Chairman)
Erdoğan Turgut (Member)
Gizem Özsoy (Member)

Early Identification of Risks Committee;
V. Ergin İmre (Chairman)
Erdoğan Turgut (Member)

According to the structure of the Board of Directors, it is decided that scope of activities of Nominating and Compensation Committees will be carried out by the Corporate Governance Committee.

 

27.03.2015

General Assembly Meeting Resolutions

Type of the meetingOrdinary
Date and time of the meeting27.03.2015 14:30:00
Begining of the Reporting Period01.01.2014
End of the Reporting Period31.12.2014
Has the general assembly meeting held?Yes
ResolutionsThe main resolutions taken in the General Assembly of our company is stated below. Minutes of the meeting with the decisions of the General Assembly, list of attendees and the profit distribution statement are enclosed.

  • The main resolutions taken in the General Assembly of our company is stated below. Minutes of the meeting with the decisions of the General Assembly, list of attendees and the profit distribution statement are enclosed.
  • The Annual Report of the Board of Directors and the Financial Statements for the fiscal year 2014 and the Report of Independent Auditors have been read and approved.
  • The Board Members have been acquitted for the Company’s activities for the fiscal year 2014;
  • Mehmet Sinan TARA and Haluk GERÇEK have been elected as the executive members of the Board, Erdoğan TURGUT has been elected as the non-executive member of the Board and; Elmas Melih ARAZ and Veli Ergin İMRE have been elected as the independent non-executive members of the Board.
  • DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (Member of Deloitte Touche Tohmatsu Limited) has been selected as the independent audit firm in accordance with the proposal of the Board of Directors.
  • Attached proposal of the Board of Directors regarding the profit distribution has been accepted.
  • The Board of Directors have been authorized to decide distribution of Dividend Advances for the Fiscal Period 2015
Is there any decision about commercial title of the company in the draft amendment of the Articles of Association ?No
Is there any decision about scope of activities of the company in the draft amendment of the Articles of Association ?No
Is there any decision about headquarters of the company in the draft amendment of the Articles of Association ?No

 

Information about processes of the company listed in agenda items

Is distribution of dividends discussed ?Yes
Cash Dividend PaymentCash
Group of Share InformationDividends equivalent to each share
with a nominal value of 1 TL – (Gross)
Dividends equivalent to each share
with a nominal value of 1 TL – (Net)
Group-B shares, ENKAI, TREENKA000110.08333330.0757900
Group-A shares, Non-trading (Privileged),
TREENKA00029
0.08333330.0757900
Date of Cash Dividend Payment14.04.2015
Will there be any bonus issues ?Yes
Group of Share InformationResolved dividend amount to be
distributed as bonus issue (TL)
Resolved dividend amount to be
distributed as bonus issue (%)
Group-B shares, ENKAI, TREENKA00011294,999,999.0448.19444
Group-A shares, Non-trading (Privileged),
TREENKA00029
0.9568.19194

 

ENCLOSURES:

MINUTES OF MEETING
PROFIT DISTRIBUTION STATEMENT
LIST OF ATTENDEES

 

03.03.2015

Our Board of Directors resolved, after the analysis of Consolidated Balance Sheet and Profit – Loss statements for the year 2014, prepared in accordance with the International Financial Reporting Standards, to distribute from the Net Distributable Profit for the period from January 01, 2014 to December 31, 2014;

To the share certificate holders representing the equity of TL 3,600,000,000 (as Cash)300,000,000 TL
To the share certificate holders representing the equity of TL 3,600,000,000 (as Bonus issue)295,000,000 TL
To the bonus certificate holders25,887,670 TL

And to prepare the profit distribution table by taking into account the 288,000,000 TL advance dividend distributed further to the Board of Directors’ resolution dated 08.08.2014 and by taking into account the legal status of the shareholders to distribute 8.33% gross and 7.58% net dividend to the shareholders representing the 3,600,000,000 TL equity and to propose to the General Assembly to distribute the cash dividend starting from April 14, 2015 and to add 295,000,000 TL which will be distributed as shares dividend, together with 90,000,000 TL from the extraordinary legal reserves and 15,000,000 TL from the subsidiary sales profit fund to the share capital of our company and allocating the remaining as extraordinary reserve fund after retaining the legal reserve.

2014 DIVIDEND DISTRIBUTION TABLE

 

03.03.2015

The Board of Directors has resolved to select the auditing firm DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (member of Deloitte Touche Tohmatsu) as the independent auditor of our Company for auditing 2015 financial statements in accordance with the opinion of our Company’s Audit Committee and as pursuant to the regulations of the Capital Markets Board of Turkey as well as other related regulations and to present such selection to the approval of the General Assembly.

 

03.03.2015

The General Assembly Meeting

Date:March 27, 2015
Time:14:30
Venue:Balmumcu Mahallesi, Hacı Faik Bey sokak No:3, ENKA Toplantı Merkezi Binası 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 2014
  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 2014 under the framework of Company’s current Donation and Aid Policy
  5. Approval of Balance Sheet and Income Statement Accounts of 2014
  6. Acquittal and release of the Board Members due to the Company’s activities for the fiscal year 2014;
  7. Election of the Board Members
  8. Regarding the regulations of Capital Markets Board, determining the attendance fee for the Board Members 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 by the Board of Directors
  10. Regarding the regulations of Capital Markets Board, making decision on distribution of the Balance Sheet profit of 2014 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 2015 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 2015, if no sufficient profits are realized or even losses are suffered at the end of the fiscal year 2015
  14. 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 2014
  15. Requests and recommendations.

 

DISCLOSURE FOR GENERAL ASSEMBLY NOTICE

 

02.03.2015

Our Company’s consolidated financial statements in Turkish for the fiscal period ended on December 31, 2014 and prepared in accordance with the International Financial Reporting Standards and the accompanying explanatory notes have been submitted to the information of investors on our website www.enka.com.

 

16.02.2015

Submitting Financials to Any Authority

Period of the Finacials31.12.2014
Submitted Authorityİstanbul Defterdarlığı Büyük Mükellefler Vergi Dairesi
Reason of Submission of the Financials2014 yılı 4.Dönem Geçici Vergi
Date of Submission16.02.2015

The attached Income Statement of our company for the period 01.01.2014 – 31.12.2014 which has not been prepared in accordance with the Capital Markets Regulations, has been submitted in the Provisional Tax Declaration.

2014

 

14.11.2014

Our Company’s consolidated financial statements for the fiscal period ended on September 30, 2014 in English and prepared in accordance with the International Financial Reporting Standards and the accompanying explanatory notes have been completed and submitted to the information of investors on our website www.enka.com.

 

07.11.2014

Basing on the power vested in the Board of Directors of our Company by the General Assembly thereof in its Extraordinary Meeting held on 19.06.2014, our Company’s Board of Directors resolved not to distribute Dividend Advance for this accounting period.

 

15.10.2014

After our disclosure dated August 25, 2014 informing the signing of the Share Purchase Agreement with Deceuninck NV, after the necessary approvals given by the relevant competition authorities both in Turkey and Russia, corresponding part to 81.23% of the paid-up capital of our affiliated company Pimaş Plastik İnşaat Malzemeleri A.Ş. (“Pimaş”); as of October 15, 2014 before-mentioned share sale transactions has been finalized together with the realization of receiving the 57,673,300 Turkish Liras from Deceuninck NV after having the necessary approvals of the relevant competition authorities both in Turkey and Russia.

 

25.08.2014

Financial Asset Sale

Company’s AddressBalmumcu Mahallesi, Zincirlikuyu Yolu, No:10, 34349 Beşiktaş İSTANBUL
Phone and Fax Numbers(0212) 376 10 00 – (0212) 272 88 69
E-mail addressenka@enka.com
Phone and Fax Numbers of the Company’s relevant Department that organizes the relations with the Investor/Shareholders(0212) 376 10 00 – (0212) 274 09 83
Is the current disclosure up-to-date?No
Is the current disclosure a correction of the former one?No
Is the current disclosure a deferred disclosure?Yes
Date of the former Special Condition Disclosure related to the matter hereunder
Brief InformationSALE OF SUBSIDIARY
Date of Board Resolution related to such Sale22.08.2014
Name of the Fixed Financial Asset soldPİMAŞ PLASTİK İNŞAAT MALZEMELERİ A.Ş.
Field of Activity of the Fixed Financial Asset soldPRODUCTION OF PVC WINDOW PROFILES
Share Capital of the Fixed Financial Asset soldTL36,000,000
Date on which the Transaction has been/will be completedWHEN THE NECESSARY APPROVAL BY THE COMPETITION AUTHORITY IS OBTAINED
Terms of SalePRE-PAYMENT FOLLOWING THE TRANSFER OF SHARES
Nominal Amount of the sold SharesTL 29,244,344
Price per Share1,9722
Total SumTL 57,673,300
Ratio of the sold Shares to the Share Capital of the Fixed Financial Asset (in %)81.23%
Participation Rate in the Fixed Financial Asset after the Sale (in%)0
Ratio of the remaining (held) Voting Shares to the Total Voting Shares of the Fixed Financial Asset after the Sale (in %)0
Ratio of the value of the sold Fixed Financial Asset to the Total Assets of the Company in the recently disclosed Financial Statement thereof (in %)1.11%
Impact thereof to the business activities of the CompanyN/A
Amount of Profit/Loss resulting from Sale(TL 29,000,000)
Mode of Utilization of the Profit resulting from Sale, if anyN/A
Date of Board Resolution regarding the Mode of Utilization of the Profit resulting from Sale, if anyN/A
Name/Company of the PurchaserDECEUNINCK NV
Shareholding Relationship of the PurchaserN/A
Method of Appraisal of the Value of the Fixed Financial Asset soldBY NEGOTIATIONS
Whether any Appraisal Report is issued?NO
If no Appraisal Report is issued, the reason thereforeSALE IS MADE BY NEGOTIATION
If any Appraisal Report is issued, the value appraised thereinNO APPRAISAL REPORT IS ISSUED
If the Transaction has not been/will not be performed in accordance with the Conclusion in the Appraisal Report, if any, the reason thereforeNO APPRAISAL REPORT IS ISSUED

 

ADDITIONAL STATEMENTS:

In accordance with the Capital Markets Board’s Communiqué No. II-15.1 on “Special Conditions”, Clause 6, the Board of Directors of our Company decided by its Board Resolution No: 935 of 30/05/2014 to defer the disclosure to public of the pre-sale transactions related to the aforesaid sale in order to prevent any legal interest of our Company to be hurt and any misleading impression is created before investors.

Our Company’s Board of Directors discussed in its Board Meeting on 22/08/2014 to transfer to the firm Deceuninck NV (the “Purchaser”) the entire of its shares of 81.23% in the company Pimaş Plastik İnşaat Malzemeleri A.Ş. (“Pimaş”) for such price as to be fixed as a result of negotiations to be made with such firm. Thus, for the sale of our Company’s shares of 81.23% in the company Pimaş to the firm Deceuninck NV, it has been resolved a Share Purchase Agreement to be concluded by and between our Company and the firm Deceuninck NV, and thereafter our Company’s shares of 81.23% in the company Pimaş to be transferred to the firm Deceuninck NV for a price of TL57,673,300 provided that the necessary approval by the relevant competition authorities in Turkey and Russia is duly obtained as being needed for the performance of such transfer.

In addition, a further evaluation with respect to such share transfer has been made pursuant to the Capital Markets Board’s Communiqué No. II-23.1 on “Common Principals Related To Essential Transactions and Right of Withdrawal From Company (Buyout)” (“Communiqué”), Clause 6, Par. 5 as published on December 24th, 2013. In this connection, it has been seen that this share transfer does not meet such “Essential Criteria” as specified in the aforesaid Communiqué, Clause 6, Par. 5, Sentences a, b and c. Therefore, as a result of the evaluation made, it has been decided to evaluate such share transfer not as an Essential Transaction.

The aforesaid Share Purchase Agreement has been concluded and signed yesterday.

For the kind information of our Shareholders.

 

20.08.2014

Our Company’s consolidated financial statements for the fiscal period ended on June 30, 2014 in English and prepared in accordance with the International Financial Reporting Standards and the accompanying explanatory notes have been completed and submitted to the information of investors on our website www.enka.com.

 

08.08.2014

Basing on the power vested in the Board of Directors of our Company by the General Assembly thereof in its Extraordinary Meeting held on 19.06.2014, our Company’s Board of Directors resolved by unanimous votes of the attendees of the Board Meeting, to distribute, as of the date of August 15th, 2014, a total of TL288,000,000,-, as indicated on the annexed Dividend Advance Distribution Schedule, from the amount that remains after deduction of the relevant reserves as required, pursuant to the provisions of the Turkish Code of Commerce and the Articles of Association, to be set apart from the net profit of the current period as indicated on the financial statements comprising the interim period from 01.01.2014 to 30.06.2014, as Dividend Advances at a rate of 8.00% gross and 6.80% net per share, to the holders of share certificates representing the share capital amounting to TL3,600,000,000.-.

 

12.06.2014

In order to comply with the legislation, the revised duties and working principles of the committees which are working under the Board of Directors as per attached has been unanimously resolved by the attended members of the Board of Directors.

 

27.05.2014

AGENDA FOR EXTRAORDINARY GENERAL ASSEMBLY

Date:June 19, 2014
Time:14:00
Venue:Balmumcu Mahallesi, Hacı Faik Bey sokak No:3, ENKA Toplantı Merkezi Binası Beşiktaş – İstanbul

 

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. Approval of authorization of the members of the Board of Directors to decide distribution of Dividend Advances for the Fiscal Period 2014 in compliance with Article 37 “Dividend Advance Distribution” of the Articles of Association of the Company and the Communiqué No: II-19.1 on Dividends of the Capital Markets Board as well;
  3. 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 Period 2014, if no sufficient profits are realized or even losses are suffered at the end of the Fiscal Period 2014;
  4. Requests and recommendations

 

15.05.2014

Our Company’s consolidated financial statements for the fiscal period ended on March 31, 2014 in English and prepared in accordance with the International Financial Reporting Standards and the accompanying explanatory notes have been completed and submitted to the information of investors on our website www.enka.com.

 

14.05.2014

The Corporate Governance Rating Agreement has been signed on 14 May 2014 between our Company and Saha Kurumsal Yönetim ve Derecelendirme Hizmetleri A.Ş. The agreement covers two periods and will expire on 14 May 2016.

 

13.05.2014

The starting date for the right to receive bonus shares has been set as 21.05.2014 and after the 12.5% share dividend issuance in the amount of 400,000,000 TL, the paid-in capital of the company would increase from 3,200,000,000 TL to 3,600,000,000 TL.

 

04.04.2014

The Board of Directors of our Company resolved, as a result of and in compliance with the resolutions of the Ordinary General Assembly 2013 of our Company as held on 27.03.2014, to raise the emitted Share Capital of our Company, within the applicable authorized Registered Share Capital Ceiling (Upper Limit) of TL 4,000,000,000 (Four Billion Turkish Liras) thereof, from its currently amount of TL 3,200,000,000 (Three Billion Two Hundred Million Turkish Liras) to a total of TL 3,600,000,000 (Three Billion Six Hundred Million Turkish Liras) by increasing the same by 12.50 % (Twelve Point Five Percent) of such currently amount; and to cover a total of TL 94,000,000 (Ninety Four Million Turkish Liras) of such increased amount of TL 400,000,000 (Four Hundred Million Turkish Liras) from the 1st Dividents falling to 2013, a further total of TL 270,000,000 (Two Hundred and Seventy Million Turkish Liras) from the 2nd Dividends also falling to 2013 and the remaining TL 36,000,000 (Thirty Six Million Turkish Liras) from the extraordinary reserves by adding the latter to the Share Capital of our Company; and for this purpose, to issue to a total of 1.167 holders of Registered Nominal Shares of Group A as well as to a total of 319,999,998,833 holders of Registered Nominal Shares of Group B, bonus shares free of charge in proportion to their shares at a rate of 12.50% (Twelve Point Five Percent) of each share they hold; to issue the respective share certificates representing such increased part in the Share Capital as Registered Nominal Shares of Group B; to approve and release, in accordance with the provisions of Section 18/7 of the Capital Markets Law, the registration with and publishing by the Trade Registry (Companies House) of the new version of Article 6 of the Articles of Association of our Company showing the emitted share capital thereof as annexed hereto; and to make the necassary application to the Capital Markets Law for the approval by the same of the Share Issue Certificate for capital increase by using company-internal resources as prepared for this purpose.

 

04.04.2014

By the resolution of the Board of Directors, committees formed for a tenor of one year are as follows:

Audit Committee
E. Melih Araz (Chairman)
V. Ergin İmre (Member)

Corporate Governance Committee
E. Melih Araz (Chairman)
Erdoğan Turgut (Member)
Gizem Özsoy (Member)

Early Identification of Risks Committee
V. Ergin İmre (Chairman)
Erdoğan Turgut (Member)

According to the structure of the Board of Directors, it is decided that scope of activities of Nominating and Compensation Committees will be carried out by the Corporate Governance Committee.

 

27.03.2014

General Assembly Meeting Resolutions

Type of the meetingOrdinary
Date and time of the meeting27.03.2014 14:00:00
Begining of the Reporting Period01.01.2013
End of the Reporting Period31.12.2013
Has the general assembly meeting held?Yes
ResolutionsMinutes of the meeting with the decisions of the General Assembly, list of attendees and the profit distribution statement are enclosed.
Is there any decision about commercial title of the company in the draft amendment of the Articles of Association ?No
Is there any decision about scope of activities of the company in the draft amendment of the Articles of Association ?No
Is there any decision about headquarters of the company in the draft amendment of the Articles of Association ?No

 

Information about processes of the company listed in agenda items

Is distribution of dividends discussed ?Yes
Cash Dividend Payment TypeCash
Group of Share InformationDividends equivalent to each share
with a nominal value of 1 TL – (Gross)
Dividends equivalent to each share
with a nominal value of 1 TL – (Net)
Group-B shares, ENKAI, TREENKA000110.08500000.0744859
Group-A shares, Non-trading (Privileged),
TREENKA00029
0.08500000.0744859
Group of Share InformationResolved dividend amount to be
distributed as bonus issue (TL)
Resolved dividend amount to be
distributed as bonus issue (%)
Group-B shares, ENKAI, TREENKA00011 399,999,998.54112.49999
Group-A shares, Non-trading (Privileged),TREENKA000291.45912.50214
Date of Cash Dividend Payment
16.04.2014
Will there be any bonus issues ?Yes
Group of Share InformationResolved dividend amount to be
distributed as bonus issue (TL)
Resolved dividend amount to be
distributed as bonus issue (%)
Group-B shares, ENKAI, TREENKA00011399,999,998.54112.49999
Group-A shares, Non-trading (Privileged),
TREENKA00029
1.45912.50214

 

ENCLOSURES:

PROFIT DISTRIBUTION STATEMENT

MINUTES OF MEETING

LIST OF ATTENDEES

 

19.03.2014

Our Company’s consolidated financial statements for the fiscal period ended on December 31, 2013 in English and prepared in accordance with the International Financial Reporting Standards and the accompanying explanatory notes have been submitted to the information of investors on our website www.enka.com.

 

04.03.2014

The Board of Directorts has resolved to approve the below attached Disclosure Policy, which is revised regarding the regulations of Capital Markets Board, and to disclose it through the Public Disclosure Platform and to publish it on our website.

 

DISCLOSURE POLICY

 

04.03.2014

Our Board of Directors resolved, after the analysis of Consolidated Balance Sheet and Profit – Loss statements for the year 2013, prepared in accordance with the International Financial Reporting Standards, to distribute from the Net Distributable Profit for the period from January 01, 2013 to December 31, 2013;

To the share certificate holders representing the equity of TL 3,200,000,000 (as Cash)272,000,000 TL
To the share certificate holders representing the equity of TL 3,200,000,000 (as Bonus issue)400,000,000 TL
To the bonus certificate holders23,442,778 TL

And resolved to propose to the General Assembly to distribute the cash dividend starting from April 16, 2014, to add the amount of bonus issue to the share capital, and allocating the remaining as extraordinary reserve fund after retaining the legal reserve.

To the holders of each Group A and Group B shares, Group B bonus shares would be given in a rate of 12.5%.

 

2013 DIVIDEND DISTRIBUTION TABLE

 

04.03.2014

Our Company’s consolidated financial statements in Turkish for the fiscal period ended on December 31, 2013 and prepared in accordance with the International Financial Reporting Standards and the accompanying explanatory notes have been submitted to the information of investors on our website www.enka.com.

 

04.03.2014

The Board of Directors has resolved to select the auditing firm DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (member of Deloitte Touche Tohmatsu) as the independent auditor of our Company for auditing 2014 financial statements in accordance with the opinion of our Company’s Audit Committee and as pursuant to the regulations of the Capital Markets Board of Turkey as well as other related regulations and to present such selection to the approval of the General Assembly.

 

04.03.2014

AGENDA FOR GENERAL ASSEMBLY

Date:March 27, 2014
Time:14:00
Venue:Balmumcu Mahallesi, Hacı Faik Bey sokak No:3, ENKA Toplantı Merkezi Binası Beşiktaş – İstanbul

 

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 Balance Sheet and Income Statement for the fiscal year 2013
  3. Reading and discussing the Report of Independent Auditors
  4. Informing the shareholders about the donations made within the fiscal year 2013
  5. Approval of Balance Sheet and Income Statement Accounts of 2013
  6. Acquittal and release of the Board Members
  7. Informing the shareholders about the Remuneration Policy applicable to Board Members and Managers who have an administrative responsibility which is revised regarding the regulations of Capital Markets Board
  8. Election of the Board Members
  9. Determining the attendance fee payable to Board Members
  10. Approval of the selection of the Independent Auditors
  11. Making decision on distribution of the Balance Sheet profit of 2013
  12. Approval of the Profit Distribution Policy which is revised regarding the regulations of Capital Markets Board
  13. Approval of the Donation and Aid Policy which is revised regarding the regulations of Capital Markets Board
  14. Informing the shareholders about the total amount of guarantees, pledges, mortgages and encumbrances given to the benefit of third parties regarding the regulations of Capital Markets Board
  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 of 2013
  16. Requests and recommendations.

 

DISCLOSURE FOR GENERAL ASSEMBLY NOTICE
POLICIES WHICH WILL BE SUBMITTED TO THE GENERAL ASSEMBLY

 

03.03.2014

It is informed by SAHA Corporate Governance and Credit Rating Services, Inc. that corporate governance compliance ratings of the companies are updated by SAHA regarding revised rating principles which are renewed at the meeting of Capital Markets Board dated 01.02.2013 and numbered 4/105. Weights which will be used in corporate governance compliance are defined in main sections as 25% for “Shareholders”, 25% for “Public Disclosure and Transparency”, 15% for “Stakeholders” and %35 for “Board of Directors” and the methodology for rating has been changed. In this context, revised corporate governance complience rating of our company is 87.25 over 100 where sub-sections are as follows; 93.31 for “Shareholders”, 87.51 for “Public Disclosure and Transparency”, 87.81 for “Stakeholders” and 82.50 for “Board of Directors”.

 

14.02.2014

SUBMITTING FINANCIALS TO ANY AUTHORITY

Period of The Financials31.12.2013
Submitted AuthorityLarge Taxpayers Office of The Istanbul Provincial Finance Department
Reason of The Submission of FinancialsProvisional Tax For The 4th Quarter 2013
Date of The SubmissionDate of The Submission

Our Company’s Income Statement for the period 01.01.2013 – 31.12.2013 which has not been prepared in accordance with the Capital Markets Regulations as enclosed hereto, has been submitted as annex to the Provisional Tax Declaration.

2013

 

26.11.2013

The Corporate Governance Rating Revision Report, prepared by Saha Kurumsal Yönetim ve Derecelendirme Hizmetleri A.Ş. (“Saha”), which is a rating company authorized to rate compliance with Corporate Governance Principles of the Capital Markets Board of Turkey (CMB), has been completed. Our Company’s Corporate Governance Rating has been identified as 9.20 out of 10 and as the sub-sections the notes out of 100 are Shareholders 89.30, Public Disclosure and Transparency 95.36, Stakeholders 87.27 and Board of Directors 93.47.

 

14.11.2013

Our Company’s consolidated financial statements for the fiscal period ended on September 30, 2013 in English and prepared in accordance with the International Financial Reporting Standards and the accompanying explanatory notes have been completed and submitted to the information of investors on our website www.enka.com

 

15.08.2013

SUBMITTING FINANCIALS TO ANY AUTHORITY

Period of The Financials30.06.2013
Submitted AuthorityLarge Taxpayers Office of The Istanbul Provincial Finance Department
Reason of The Submission of FinancialsProvisional Tax For The 2nd Quarter 2013
Date of The Submission15.08.2013

Our Company’s Income Statement for the period 01.01.2013 – 30.06.2013 which has not been prepared in accordance with the Capital Markets Regulations as enclosed hereto, has been submitted as annex to the Provisional Tax Declaration.

 

10.06.2013

The starting date for the right to receive bonus shares has been set as 12.06.2013 and after the 14,28571% bonus issue in the amount of 400.000.000 TL, the paid-in capital of the company would increase from 2.800.000.000 TL to 3.200.000.000 TL.

 

10.06.2013

For the increase of the paid-in capital, further to the resolution taken at the 2012 Ordinary General Assembly held on 12.04.2013, the process has been completed by the CMB’s registration number 19/623 dated 30.05.2013 and the certificate number 23/SA-623 dated 10.06.2013. The annexed issuance certificate for the capital increase prepared by our company and approved by the Capital Markets Board has been presented to the information of our shareholders.

 

07.06.2013

The remaining 24.13% shares of the JSC Moskva Krasnye Holmy, a 75.87% indirect subsidiary of our Company which is established in the Russian Federation, was bought by our indirect Russian subsidiary Limited Liability Enmar with a price of 3.36 billion Rubles. The share transfer has been completed on June 4, 2013.

 

21.05.2013

Our Company’s consolidated financial statements for the fiscal period ended on March 31, 2013 in English and prepared in accordance with the International Financial Reporting Standards and the accompanying explanatory notes have been completed and submitted to the information of investors on our website www.enka.com.

 

18.04.2013

Further the resolutions met at the 2012 Ordinary General Assembly held on April 12, 2013, it has been unanimously resolved by the attended members of the Board of Directors; to increase the capital of the Company from 2,800,000,000 (Two Billion Eight Hundred Million) Turkish Liras to 3,200,000,000 (Three Billion Two Hundred Million) Turkish Liras and to cover the 400,000,000 (Four Hundred Million) Turkish Liras as resolved at the same Genral Assembly to be added from the 1st Dividend at an amount of TL 243,500,000 and from the 2nd Dividend at an amount of TL 156,500,000; and to apply to the Capital Markets Board in order to obtain a registry document.

 

12.04.2013

General Assembly Meeting Resolutions

Type of the meetingOrdinary
Date and time of the meeting12.04.2013 14:00:00
Begining of the Reporting Period01.01.2012
End of the Reporting Period31.12.2012
Has the general assembly meeting held?Yes
ResolutionsMinutes of the meeting with the decisions of the GeneralAssembly, list of attendees,the draft amendment of the Articles of Association, the profit distribution statement and the internal regulations of the general assembly meetings are enclosed.
Is there any decision about commercial title of the company in the draft amendment of the Articles of Association ?No
Is there any decision about scope of activities of the company in the draft amendment of the Articles of Association ?No
Is there any decision about headquarters of the company in the draft amendment of the Articles of Association ?Yes

 

Information about processes of the company listed in agenda items

Is distribution of dividends discussed ? Yes
Cash Dividend Payment Type Cash

 

Group of Share InformationDividends equivalent to each share
with a nominal value of 1 TL – (Gross)
 Dividends equivalent to each share
with a nominal value of 1 TL – (Net)
Group-B shares, ENKAI, TREENKA00011 0.08000000.0680000
Group-A shares, Non-trading (Privileged),
TREENKA00029
0.0800000 0.0680000
Date of Cash Dividend Payment08.05.2013
Will there be any bonus issues ?Yes
Group of Share InformationResolved dividend amount to be
distributed as bonus issue (TL)
Resolved dividend amount to be
distributed as bonus issue (%)
Group-B shares, ENKAI, TREENKA00011 400.000.00014.28571
Group-A shares, Non-trading (Privileged),
TREENKA00029
 0.0000.00000

 

ENCLOSURES:

DRAFT AMENDMENT OF THE ARTICLES OF ASSOCIATION

PROFIT DISTRIBUTION PROPOSAL

INTERNAL REGULATIONS

MINUTES OF MEETING

LIST OF ATTENDEES

 

26.03.2013

Our Company’s consolidated financial statements for the fiscal period ended on December 31, 2012 in English and prepared in accordance with the International Financial Reporting Standards and the accompanying explanatory notes have been submitted to the information of investors on our website www.enka.com.

 

19.03.2013

INVITATION TO GENERAL ASSEMBLY MEETING

Date of ResolutionMarch 19, 2013
Type of The General AssemblyOrdinary
Fiscal Period Starting DateJanuary 1, 2012
Fiscal Period Ending DateDecember 31, 2012
Date & TimeApril 12, 2013 – 14:00
VenueZincirlikuyu yolu, ENKA III. Binasi, Konferans salonu, Balmumcu – Beşiktaş / Istanbul

 

AGENDA

  1. Lection 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 Report of Auditors, and the Balance Sheet and Income Statement for the fiscal year 2012
  3. Reading and discussing the Report of Independent Auditors
  4. Informing the shareholders about the donations made within the fiscal year 2012
  5. Approval of Balance Sheet and Income Statement Accounts of 2012
  6. Acquittal and release of the Board Members and Auditors
  7. Informing the shareholders about the Remuneration Policy applicable to Board Members and top managers
  8. Election of the Board Members
  9. Determining the attendance fee payable to Board Members
  10. Approval of the selection of the Independent Auditors
  11. Discussing and approving the “Internal Regulations Regarding the Working Principles and Procedures of the Ordinary and Extraordinary General Assembly Meetings” as prepared by the Board of Directors
  12. Making decision on distribution of the Balance Sheet profit of 2012
  13. Presentation to the approval of the shareholders, of the draft of amendments to the Articles of Association of the Company as prepared in compliance with the Approval No. 2427 of the Capital Markets Board of 11.03.2013 and the Approval No. 1799 of the Ministry of Customs and Trade of 14.03.2013 for the amendments to be made in Articles 4, 6, 17, 18, 23, 24, 26, 32, 33, 37, 39 and 41 of the Articles of Association and abolishment of the Provisional Article 1 thereof for the purpose of harmonization of the Articles of Association of the Company with the provisions of the Turkish Code of Commerce
  14. Informing the shareholders about the total amount of Guarantees, Pledges, Mortgages and Encumbrances given to the benefit of third parties, pursuant to the resolution of CMB dated September 9, 2009 and numbered 28/780
  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 of 2012
  16. Requests and recommendations.

 

ADDITIONAL INFORMATION:

The Ordinary General Assembly of the Holders of Ordinary Share Certificates of our Company will be held on April 12, 2013 Friday at 14:00 p.m. and the Ordinary General Assembly Meeting of the Holders of Preferred Share Certificates thereof also on April 12, 2013 Friday at 16:30 p.m. at Zincirlikuyu Yolu ENKA III. Building, Conference Room, Beşiktaş / İSTANBUL for the purpose of discussing on the business activities of our Company as performed by the same within 2012 as well as the above-mentioned items of the Agenda of such General Assembly Meetings;

Any shareholders of our Company who are entitled to attend or take part in the General Assembly Meetings thereof and the shares of whom are being traced by the “Central Securities Depository Institution” (MKK = Merkezi Kayıt Kuruluşu) on the basis of the records thereof are authorized to attend physically or to take part in person or by proxy in such General Assembly meetings;

Any shareholders intending to attend physically such General Assembly Meetings are entitled, by submitting their identity cards, to exercise their rights arising out of their shares recorded in the “Shareholders List” kept by the “Central Securities Depository Institution” (MKK). However, any shareholders who have previously provided to their stock brokers any restrictions for the provisioning and communication to our Company of any information on their identities and on the shares (stocks) kept in their accounts, are required to apply to their relevant stock brokers for the abolishment of such restrictions and provisioning and communication by such stock brokers to our Company of the information on their identities and on the shares (stocks) kept in their accounts, until at the latest 16:30 p.m. one day before the General Assembly Meetings, should they intend and request to be enlisted in the “General Assembly Shareholders List”. Taking part online in such General Assembly Meetings by the shareholders themselves in person or by virtues of their proxies is allowed only by secure electronic signature thereof;

Any shareholders are allowed to authorize their proxies by whom they will be represent in the General Assembly, either online in electronic environment by virtue of the Electronic Online (General Assembly) Meeting Teleconference System or by providing them an authenticated (notarized) Official Power of Attorney as provided in the Communiqué Series: IV, No. 8 of the Capital Market Board, or a non-authenticated (not notarized) Formal Power of Attorney bearing their duly signatures in the accompaniment of their authenticated (notarized) Official Signature Sample Statement as an integral part thereof; and Our Company’s “Board of Directors’ Annual Report” and “Audit Report” for the fiscal year 2012, the Financial Statements such as “Balance Sheet” and the “Income Statement” of our Company, and our “Board of Director’s Proposal for Distribution of Profit” as well as the recent state of the “Shareholding Structure” and the “Information regarding and Curriculums Vitae of the Nominated Candidates for the Board Membership” of our Company will be available online in softcopy format in electronic environment by virtue of the Electronic Online (General Assembly) Meeting Teleconference System and on the page “Investors Relations” in the website of our Company accessible at the address www.enka.com as well as physically in hardcopy format at the head office of our Company to the order of our shareholders at least 3 weeks prior to the date of the General Assembly Meetings.

INTERNAL REGULATIONS REGARDING THE WORKING PRINCIPLES AND PROCEDURES OF THE ORDINARY AND EXTRAORDINARY GENERAL ASSEMBLY MEETINGS
SHAREHOLDING STRUCTURE AS OF THE DATE OF PUBLICATION
INFORMATION REGARDING NOMINATED CANDIDATES FOR THE MEMBER OF THE BOARD AS TO BE PRESENTED TO THE APPROVAL OF THE GENERAL ASSEMBLY
PROPOSAL OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

 

19.03.2013

Our Board of Directors resolved, after the analysis of Consolidated Balance Sheet and Profit – Loss statements for the year 2012, prepared in accordance with the International Financial Reporting Standards, to distribute from the net consolidated profit for the period from January 01, 2012 to December 31, 2012;

To the share certificate holders representing the equity of TL 2,800,000,000 (as Cash)224,000,000 TL
To the share certificate holders representing the equity of TL 2,800,000,000 (as Bonus issue)400,000,000 TL
To the bonus certificate holders19,316,677 TL

And resolved to propose to the General Assembly to distribute the cash dividend starting from May 8, 2013, to add the amount of bonus issue to the share capital, and allocating the remaining as extraordinary reserve fund after retaining the legal reserve.

 

31122012 DIVIDEND DISTRIBUTION TABLE

 

19.03.2013

The Board of Directors has resolved to select the auditing firm DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (member of Deloitte Touche Tohmatsu) as the independent auditor of our Company for auditing 2013 financial statements in accordance with the opinion of our Company’s Audit Committee and as pursuant to the Communiqué Regarding the Independent Audit in Capital Markets as announced by the Capital Markets Board of Turkey, and to present such resolution to the approval of the General Assembly.

 

19.02.2013

SUBMITTING FINANCIALS TO ANY AUTHORITY

Period of The Financials31.12.2012
Submitted AuthorityLarge Taxpayers Office of The Istanbul Provincial Finance Department
Reason of The Submission of FinancialsProvisional Tax For The 4th Quarter 2012
Date of The Submission12.02.2013

Our Company’s Income Statement for the period 01.01.2012 – 31.12.2012 which has not been prepared in accordance with the Capital Markets Regulations as enclosed hereto, has been submitted as annex to the Provisional Tax Declaration.

2012

 

27.12.2012

The auction held on December 25, 2012, for the 19.87% stake owned by the Moscow Municipality of the JSC Moskva Krasnye Holmy, a 56% indirect subsidiary of our Company and established in the Russian Federation, was won by our indirect Russian subsidiary Limited Liability Company Enmar with a price of 2.8 billion Rubles. The transfer process will be completed after January 17, 2013, following the signing of the Share Purchase Agreement.

 

20.12.2012

Pursuant to the Provisional Article 6 of the Capital Market Law, which was amended by the Article 157 of the Law No. 6111 and came into effect upon its publication in the Official Gazette No: 27857 and dated February 25, 2011, the shareholders will be losing all their rights regarding the shares of our company which have not been registered by December 31, 2012.

Thus, the shareholders possessing the shares physically and which have not registered these shares to their name until December 31, 2012, will be losing their rights arising from shares from the date referred to it pursuant to the Law. In order not to lose their rights, the shareholders are requested to contact our company as soon as possible.

This announcement has been made in order to protect the rights of our shareholders, and we declare that our company cannot be held responsible in any way due to the loss of rights as a result of the implementation of the provisions of mandatory law as of December 31, 2012.

 

27.11.2012

The Corporate Governance Rating Agreement has been signed on 17 May 2012 between our Company and Saha Kurumsal Yönetim ve Derecelendirme Hizmetleri A.Ş. The agreement covers two periods and will expire on 17 May 2014.

 

26.11.2012

The Corporate Governance Rating Report, prepared by Saha Kurumsal Yönetim ve Derecelendirme Hizmetleri A.Ş. (“Saha”), which is a rating company authorized to rate compliance with Corporate Governance Principles of the Capital Markets Board of Turkey (CMB), has been completed. The report, which is evaluating the compliance of our Company with the Corporate Governance Principals, has been prepared with the current methodology and is the result of the detailed investigation carried out by Saha. Our Company’s Corporate Governance Rating has been identified as 9.16 out of 10 and as the sub-sections the notes out of 100 are Shareholders 89.11, Public Disclosure and Transparency 95.97, Stakeholders 89.41 and Board of Directors 89.24.

Corporate Governance Rating Report, has been presented to investors on the Company’s website.

 

16.11.2012

Our Company’s consolidated financial statements for the fiscal period ended on September 30, 2012 in English and prepared in accordance with the International Financial Reporting Standards and the accompanying explanatory notes have been completed and submitted to the information of investors on our website www.enka.com.

 

27.09.2012

At our Company’s Extraordinary General Assembly Meeting held on September 27, 2012 at 11:00 am, the Partial Spin-off Agreement of the 3rd Agenda item has been rejected with majority of votes since the expected developments have not taken place. The distribution of TL 80,000,000 out of TL 129,638,095.40 from the Extraordinary Reserve Fund as cash dividend to the shareholders representing the share capital of TL 2,800,000,000; to shareholders for each TL 1 (one) nominal valued share TL 0.0286 gross / TL 0.0243 net (as being 2.86% gross, 2.43% net from issued share capital), and starting the distribution from October 10, 2012 has been resolved unanimously.

 

17.09.2012

Our Company has signed a mandate with the Bank of America Merrill Lynch on 17.09.2012 in order to search and evaluate the strategic options for our 81.65% owned subsidiary Pimaş Plastik İnşaat Malzemeleri A.Ş. We will be informing the public about developments that might occur in the future stages.

 

16.08.2012

On August 15, 2012 the Board of Directors have resolved to add the item “Determining the profit distribution” to the agenda of the Ordinary and Priviliged Shareholders Extraordinary General Assembly Meeting to be held on September 27, 2012 at 11:00 am at the address Zincirlikuyu Yolu, ENKA III. Binası, Konferans Salonu Balmumcu-Beşiktaş / İSTANBUL which was resolved on August 13, 2012 with resolution number 874.

With this addition the Agenda of the Extraordinary General Assembly Meeting is as follows:

 

AGENDA

  1. Opening and election of the General Assembly Presidential Board,
  2. Authorization of the Presidential Board for signing the Minutes of the General Assembly Meeting,
  3. Reading and submitting to the approval of the General Assembly the Partial Spin-off Agreement prepared in accordance with the Article 19, paragraph 3, clause (b) titled “Acquisition, Spin-off, Share Exchange” and Article 20 titled “Taxation in Acquisition, Spin-off, Share Exchange” of the Corporate Tax Law numbered 5520; Article 20/A of the Communiqué of the Capital Markets Board Serial: I, No: 44 amending the Communiqué Serial: I, No: 31; “The Communiqué on Procedures and Principles of Joint Stock and Limited Companies’ Partial Spin-off Transactions” prepared by the Ministry of Finance and Ministry of Customs and Trade; the relevant provisions of Turkish Commercial Code numbered 6762 and Article 159 and the following provisions of Turkish Commercial Code numbered 6102; and approved by the experts assigned by İstanbul 40th Commercial Court as well as the Capital Markets Board decision dated 23.07.2012 and numbered 7625.
  4. Determining the profit distribution,
  5. Requests and Closing.

 

16.08.2012

On August 15, 2012 the Board of Directors have resolved to propose to the General Assembly to distribute TL 80,000,000 out of TL 129,638,095.40 from the Extraordinary Reserve Fund as cash dividend to the shareholders representing the share capital of TL 2,800,000,000 and starting the distribution from October 10, 2012.

 

13.08.2012

The Disclosure Letter has been disclosed to the knowledge of our shareholders on our internet site under the Extraordinary General Assembly Agenda page which has been approved by the Capital Markets Board dated July 07, 2012 and numbered 7625, prepared for the transaction related to the transfer of the partnership shares of the S.S. Makine ve İmalat Sanayicileri Toplu İşyeri Yapı Kooperatifi held by our company, to ENKA Elektrik Üretim A.Ş. of which is 99.99% held subsidiary of our company, as capital in-kind over their book value through partial spin-off.

 

13.08.2012

The Board Of Directors’ Resolution For General Assembly Meeting

Date of ResolutionAugust 13, 2012
Type of The General AssemblyExtraordinary
Related Fiscal Period If It’s Ordinary General Assembly –
DateSeptember 27, 2012
Time11:00
VenueZincirlikuyu Yolu, ENKA III. Binasi, Konferans Salonu, Balmumcu – Beşiktaş / Istanbul

 

AGENDA

  1. Opening and election of the General Assembly Presidential Board
  2. Authorization of the Presidential Board for signing the Minutes of the General Assembly Meeting
  3. Reading and submitting to the approval of the General Assembly the Partial Spin-off Agreement prepared in accordance with the Article 19, paragraph 3, clause (b) titled “Acquisition, Spin-off, Share Exchange” and Article 20 titled “Taxation in Acquisition, Spin-off, Share Exchange” of the Corporate Tax Law numbered 5520; Article 20/A of the Communiqué of the Capital Markets Board Serial: I, No: 44 amending the Communiqué Serial: I, No: 31; “The Communiqué on Procedures and Principles of Joint Stock and Limited Companies’ Partial Spin-off Transactions” prepared by the Ministry of Finance and Ministry of Customs and Trade; the relevant provisions of Turkish Commercial Code numbered 6762 and Article 159 and the following provisions of Turkish Commercial Code numbered 6102; and approved by the experts assigned by İstanbul 40th Commercial Court as well as the Capital Markets Board decision dated 23.07.2012 and numbered 7625
  4. Requests and Closing

 

09.08.2012

Submitting Financials to Any Authority

Period of The Financials30.06.2012
Submitted AuthorityLarge Taxpayers Office of The Istanbul Provincial Finance Department
Reason of The Submission of FinancialsProvisional Tax for The 2nd Quarter 2012
Date of The Submission09.08.2012

Our Company’s Income Statement for the period 01.01.2012 – 30.06.2012 which has not been prepared in accordance with the Capital Markets Regulations as enclosed hereto, has been submitted as annex to the Provisional Tax Declaration.

 

23.05.2012

Further to the resolution taken at the 2011 Ordinary General Assembly held on 18.04.2012 for the increase of the paid-in capital, the process has been completed by the CMB’s registration number 16/571 dated 18.05.2012 and the certificate number 42/571 dated 22.05.2012. The starting date for the right to receive bonus shares has been set as 25.05.2012 and after the 12% bonus issue in the amount of 300,000,000 TL, the paid-in capital of the company would increase from 2,500,000,000 TL to 2,800,000,000 TL.

 

15.05.2012

Our Company’s consolidated financial statements for the fiscal period ended on March 31, 2012 in English and prepared in accordance with the International Financial Reporting Standards and the accompanying explanatory notes have been completed and submitted to the information of investors on our website www.enka.com.

 

02.05.2012

M.Sinan TaraPresident of the Board
Haluk GerçekVice President of the Board
Erdoğan TurgutMember of the Board (Non-Executive Member)
E. Melih ArazMember of the Board (Non-Executive Independent Member)
V. Ergin İmreMember of the Board (Non-Executive Independent Member)

And regarding the committees to be established thereof;

For the Audit Committee to elect for a tenor of one year:
E. Melih Araz (Chairman) and
V. Ergin İmre (Member);

For the Corporate Governance Committee to elect for a tenor of one year:
E. Melih Araz (Chairman) and
Erdoğan Turgut (Member);

To establish the Early Identification of Risks Committee and to elect for a tenor of one year:
V. Ergin İmre (Chairman) and
Erdoğan Turgut (Member);

Also, it has been unanimously resolved by the attended members of the Board of Directors that in the structure of the Board, the issues falling within the scope of activities of the Nominating Committee and the Remuneration Committee to be carried out by the Corporate Governance Committee and for the working principles of the committees and task fields to be identified by the committee members and to be submitted to the Board of Directors.

 

02.05.2012

The Board of Directors resolved to establish the Executive Board according to 22nd Article of the Articles of Association and the task division thereof to be as follows:

A. Mehmet TaraChairman of the Executive Board and General Manager (Engineering and Architechtural Project Offices;
Personnel and Human Resources; Health, Safety and Environment; Legal Matters; Quality Assurance;
Machinery Supply; Moscow Projects and Investments)
M. Gökhan SağnaklarVice Chairman of the Executive Board
Alp DoğuoğluMember of the Executive Board (Energy Projects)
Fikret GülerMember of the Executive Board (Accounting and Finance)
B. Burak ÖzdoğanMember of the Executive Board (Moscow Projects)
C. Şan GürdamarMember of the Executive Board (Oman)
Özger İnalMember of the Executive Board (Infrustructure Projects)
S. Oğuz KırkgözMember of the Executive Board (Oil & Gas Projects)
Zafer GürMember of the Executive Board (Special Projects)

 

02.05.2012

Further the resolutions met at the 2011 Ordinary General Assembly held on April 18, 2012, it has been unanimously resolved by the attended members of the Board of Directors; to increase the capital of the Company from 2,500,000,000 (Two Billion Five Hundred Million) Turkish Liras to 2,800,000,000 (Two Billion Eight Hundred Million) Turkish Liras and to cover the 300,000,000 (Three Hundred Million) Turkish Liras as resolved at the same Genral Assembly to be added from the 1st Dividend at an amount of TL 115,000,000 and from the 2nd Dividend at an amount of TL 185,000,000; and to apply to the Capital Markets Board in order to obtain a registry document.

 

18.04.2012

At our Company’s Ordinary General Assembly Meeting held on April 18, 2012 at 14:00 pm, regarding the distribution of the year 2011 profit, it has been resolved to distribute to shareholders for each TL 1 (one) nominal valued share TL 0.0840 gross / TL 0.0743 net (as being 8.40% gross, 7.43% net from issued share capital) in total TL 210,000,000 cash dividend and as TL 115,000,000 from 1st dividend and as TL 185,000,000 from 2nd dividend in total TL 300,000,000 bonus share increase (at a rate 12.00%).

 

04.04.2012

The attending Board Members resolved unanimously, the below Remuneration Policy Applicable to the Board Members and Top Managers of the Company to be presented to the acknowledgement of the shareholders of the company in its General Assembly Meeting.

 

ENKA İnşaat ve Sanayi A.Ş.’s REMUNERATION POLICY APPLICABLE TO THE BOARD MEMBERS AND TOP MANAGERS

  1. Objective and Scope
    The purpose of the policy described hereunder is to determine, in compliance with and under consideration of such regulations, obligations and principles as specified in the Capital Markets Legislation and the Capital Markets Board’s Corporate Governance Principles, any rules, requirements, principles and modus of implementation applicable to the remuneration of the Board Members and Top Managers of ENKA İnşaat ve Sanayi A.Ş. as approved by the Board of Directors thereof. Any rights, benefits and remunerations to which the Board Members of the company are entitled to, and any modus of and requirements applicable to the payment thereof are defined in the Articles of Association of the company, and such rights, benefits and remunerations are concluded and fixed each year by the General Assembly thereof in its annual meeting under a separate item of agenda and the same are published thereafter in the website of the company. The Remuneration Policy hereunder aims the sustainability and enhancement of the performances of the Board Members and Top Managers of the company.
  2. Principles Applicable to Remuneration
    Remunerations Payable to the Members of the Board of Directors 
    Independent Members: The Independent Members of the Board of Directors are entitled to a monthly attendance fee as honorarium in such amount as to be determined each year by the General Assembly. The amount of such monthly attendance fee is not fixed on the basis of the performance of the Company so that the independency thereof is not impacted thereby.
    Executive Board Members and Non-executive Board Members: The executive and non-executive Board Members are paid a monthly attendance fee in the same amount as payable to the Independent Members as aforesaid, besides such below-mentioned bonuses as payable to the same on the basis of their performances and contributions to the company as well as their level of reaching the targets as set.
    Remunerations Payable to Top Managers
    Remunerations payable to top managers include bonuses besides the fixed pays to be determined and calculated in accordance with the scope of duties and responsibilities thereof under consideration of the requirements and the experiences designated for each position.
  3. Performance and Remuneration Methods

 

Fixed Pays:

In the determination of the attendance fees payable to the Members of the Board of Directors as well as of the fixed pays to the Top Managers as aforesaid, the preservation of the company’s internal balances and the compliance thereof with strategic targets and the ethic values of the company are always considered. The amount of the fixed pays are determined and calculated for each position in accordance with the scope of duties and responsibilities of the relevant payee under consideration of various factors such as economic conditions in the market, the size of the company, any long-term targets and the level of realization thereof as well as the position and the level of experience of the relevant payee. In the determination and calculation of the remunerations payable to the Board Members and Top Managers of the Company, no short-term performance based payment plans such as Company’s profit or income shall be applicable.

 

Performance Pays (Bonus Payments):

Also in the determination and calculation of the performance based bonus payments, various factors such as bonus policies applicable in the market to any staff in similar or equivalent position, the level of reaching and realization of the company targets and the individual performances are taken into account, and they are determined and calculated so that the equity of the company is not impacted thereby. Within the scope of this policy, no Board Member or top manager of our company is lent any money or granted any loan or any personal credit by virtue of any third parties or provided any securities or guarantees. Any remunerations and benefits paid to Board Members and top managers of our company are disclosed to public in the Annual Report thereof.

 

03.04.2012

We had disclosed on January 13, 2012 that our indirect subsidiary had signed a framework agreement in order to sell the retail assets they hold. The transfer of these assets has taken place and EUR 126.8 million has been collected. This transaction is expected to generate USD 52 million profit in our consolidated financials.

 

02.04.2012

The Board of Directors of our Company decided unanimously as the participants of the Board Meeting held on March 30, 2012 to appoint Mr. A. Mehmet Tara as the General Manager of the Company as of April 1, 2012.

 

27.03.2012

The information regarding nominated candidates for the Member of the Board, which are determined according to the Communiqué of Serial: IV, No: 56 of the Capital Markets Board on the Principals Regarding Determination and Application of Corporate Governance Principles, has been submitted to the information of investors under the Investor Realations – Agenda for General Assembly section of our website www.enka.com.

 

27.03.2012

Our Company’s consolidated financial statements for the fiscal period ended on December 31, 2011 in English and prepared in accordance with the International Financial Reporting Standards and the accompanying explanatory notes have been submitted to the information of investors on our website www.enka.com.

 

26.03.2012

The Board of Directors has resolved to select the auditing firm DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (member of Deloitte Touche Tohmatsu) as the independent auditor of our Company for auditing 2012 financial statements in accordance with the opinion of our Company’s Audit Committee and as pursuant to the Communiqué Regarding the Independent Audit in Capital Markets as announced by the Capital Markets Board of Turkey, and to present such resolution to the approval of the General Assembly.

 

21.03.2012

The attending Board Members resolved unanimously, the annexed Profit Distribution Policy and the Donation & Aid Policy of the Company to be presented to the acknowledgement and approval of the shareholders of the company in its General Assembly Meeting.

 

ENKA İnşaat ve Sanayi A.Ş. Profit Distribution Policy

For the distribution of the previous years’ profit and annual dividends the Board of Directors presents a profit distribution proposal to the General Assembly by considering the performance of the company, the economic conditions, finalized projects, investments and cash flow of the company in the current year.

The principal policy adopted and applied by the company in aspect of profit distribution is to act always in compliance with the applicable criteria as provided in the Capital Markets Legislation while considering a fair balance between the interests of the company and that of the shareholders thereof.

Pursuant to the provisions of Article 36 of the Articles of Association;

  1. The 1st Dividend is reserved from the Net Distributable Period Profit at the rate designated by the Capital Markets Board (The donations made during the year are presented to the review of the General Assembly and added to the base of the Net Distributable Period Profit that constitutes the basis of the 1st Dividend calculation)
  2. And 5% of the remaining profit is paid to the ENKA İnşaat ve Sanayi A.Ş. Founder Bonus Certificate holders
  3. And 2.5% of the remaining profit is paid to Bonus Certificate holders of ENKA Holding in proportion to their shares
  4. The decision whether to distribute the 2nd Dividend from the remaining profit and the relevant rate is determined according to the majority voting of the existing shareholders in the General Assembly
  5. So long as no allocation is made to the legal reserve fund as provided in the applicable laws and no 1st Dividend is paid out to the shareholders as provided in the Articles of Association of the company in cash or in bonus shares, it cannot be decided to allocate and set apart other reserves or to distribute any dividend to any shareholders being concessionaires in distribution of dividends or to holders of any participant, founder and other dividend right certificates or to the members of the board of directors, to any top managers or to any employees, officials and workmen or to any foundations formed for various purposes or to any similar persons and entities or corporations

The place and date of the profit distribution, agreed upon during the General Assembly in accordance with the relevant legislation provisions, is announced to the shareholders through the adverts put in the two national newspapers, the special condition disclosure sent by the Public Disclosure Platform and the website of the company.

 

ENKA İnşaat ve Sanayi A.Ş. Donation & Aid Policy

Any donations and aids to be granted by our Company are determined by it pursuant to the below given basic criteria, provided, however, that such donations and aids are always in compliance with the provisions of the applicable Capital Markets Legislation.

 

Main Purposes:
Our Company’s main purpose in making donations and aids to various organizations is not only to fulfill our social responsibility towards the society but also to create a corporate social responsibility for the shareholders, employees and partners thereof, provided, however, that all such donations and aids meet a certain social need and provide public benefit.

 

Organizations which donations/aids could be granted:

  • ENKA Spor ve Eğitim Vakfı (ENKA Sports and Education Foundation): Major part of the donations and aids of our Company are granted to ENKA Spor ve Eğitim Vakfı. Making donations and aids to this Foundation, the main purpose of which is to contribute to the Turkish youth to reach the contemporary sports level and to strengthen its educational and social structure in international standards, has been adopted by our Company as a principle
  • Relief accounts to be formed by the Prime Ministry upon occurrence of natural disasters
  • Foundations listed in the Schedule of Recognized Foundations
  • Any other foundations and organizations in case of need

Types of donations/aids:

  • In-cash aids/donations
  • In-kind aids/donations

The Internal Decision-Making Procedure for providing donations/aids:

  • Any donation/aid of which the amount exceeds TL 10,000 is allowed to be made only upon approval thereof by at least one member of the Board of Directors or of the Executive Committee
  • Any internal committees, departments and workshop-groups may make proposals to the members of the Board of Directors or of the Executive Committee regarding any donations/aids

 

21.03.2012

The transfer and assignment, by way of partial spin-off, of the cooperative association shares in the S.S. Makine ve İmalat Sanayicileri Toplu İşyeri Yapı Kooperatifi as held by the Company since two years for the purpose of making investment in the field of energy, by the book value thereof, to ENKA Elektrik Üretim A.Ş. 99.99% of the shares of which are held and controlled by the Company and which has already made license application to the Energy Market Regulatory Authority (“EMRA”), has been discussed.

As a result; it has been unanimously resolved by the attending Board Members:

  1. the cooperative association shares of the Company in the S.S. Makine ve İmalat Sanayicileri Toplu İşyeri Yapı Kooperatifi to be transferred and assigned by the book value thereof, by way of partial spin-off, to ENKA Elektrik Üretim A.Ş. having already made license application to the EMRA, and any workings for this purpose to be started
  2. such partial spin-off process to be performed in accordance with the provisions of the Corporate Tax No. 5520, Article 19, “Transfer and Assignment, Spin-Off and Share Swap”, Paragraph 3, Sentence b, and Article 20, “Taxation in case of Transfer and Assignment, Spin-Off and Share Swap”, of the Communiqué of Serial: I, No: 31 of the Capital Markets Board, Article 20/A as amended by the Communiqué of Serial: I, No: 44 of the same Board, as well as of the Decree No. 60/1393 of 21.11.2003 of the Capital Markets Board and the “Communiqué on Regulation of the Method and Principles Applicable to Partial Spin-Off of Joint-Stock-Companies and Limited-Liability-Companies” as issued by the Ministry of Finance and the Ministry of Industry and Trade
  3. any shares to be received from ENKA Elektrik Üretim A.Ş. as a result of such spin-off as aforesaid to be put at the disposal of the Company
  4. any procedures related to such partial spin-off as aforesaid to be performed on the basis of the Financial Statements of the Company dated 31.12.2011

For this purpose, our Board of Directors to prepare the draft of the partial spin-off contract, to make the required application to the court for the duly performance of the expert’s survey, and, upon completion of any and all procedures for the performance of the application as provided in the Capital Markets Legislation, to make its application to the Capital Markets Board (“CMB”); and, in case of approval thereof by the CMB and on the condition that the necessary license is granted by the EMRA to ENKA Elektrik Üretim A.Ş., to present the final version of the aforesaid partial spin-off contract to the approval of the General Assembly of our Company.

 

21.03.2012

Our Board of Directors resolved, after the analysis of Consolidated Balance Sheet and Profit – Loss statements for the year 2011, prepared in accordance with the International Financial Reporting Standards, to distribute from the net consolidated profit for the period from January 01, 2011 to December 31, 2011;

To the share certificate holders representing the equity of TL 2,500,000,000 (as Cash)210,000,000 TL
To the share certificate holders representing the equity of TL 2,500,000,000 (as Bonus issue)300,000,000 TL
To the bonus certificate holders18,104,817 TL
To the Board of Directors2,232,927 TL

And resolved to propose to the General Assembly to distribute the cash dividend starting from May 15, 2012, to add the amount of bonus issue to the share capital, and allocating the remaining as extraordinary reserve fund after retaining the legal reserve.

 

21.03.2012

For the nomination of the candidates for the Independent Membership in the Board of Directors of our Company in compliance with the Communiqué of Serial: IV, No: 56 on 30.12.2011 of the Capital Markets Board on the Principals Regarding Determination and Application of Corporate Governance Principles, the necessary application to the Capital Markets Board is made in accordance with the Resolution No: 842 on 15.02.2012 of the Board of Directors of our Company. The attending Board Members resolved unanimously, the names of the nominated candidates for the Membership in the Board of Directors of our Company including the Independent ones as set below as well as the assignment thereof to be presented to the approval of the shareholders of our Company in its Ordinary General Assembly 2011 and the names thereof to be disclosed to the public after the publication of the Ordinary General Assembly Meeting.

M. Sinan Tara – Executive Member
Haluk Gerçek – Executive Member
Erdoğan Turgut – Non-executive Member
E. Melih Araz – Non-executive Independent Member
Veli Ergin İmre – Non-executive Independent Member

 

21.03.2012

The Board Of Directors’ Resolution For General Assembly Meeting

Date Of ResolutionMarch 21, 2012
Type Of The General AssemblyOrdinary
Related Fiscal Period If It’s Ordinary General Assembly2011
DateApril 18, 2012
Time14:00
VenueZincirlikuyu Yolu, ENKA III. Binasi, Konferans Salonu, Balmumcu – Beşiktaş / Istanbul

 

AGENDA

  1. Election of the General Assembly Presidential Board
  2. Authorization of the Presidential Board for signing the Minutes of the General Assembly Meeting
  3. Reading and discussing the Annual Report of the Board of Directors and the Report of Auditors, and the Balance Sheet and Income Statement for the fiscal year 2011
  4. Reading and discussing the Report of Independent Auditors
  5. Informing the shareholders about the donations made within the fiscal year 2011
  6. Approval of balance sheet and income statement accounts of 2011 and the acquittal of the Board Members and Auditors from 2011 activities
  7. Informing the shareholders about the Remuneration Policy of the Board Members and top managers
  8. Election of the Board Members
  9. Determining the attendance fee of the Board Members
  10. Election of the Auditors and determining their salaries
  11. Determining the distribution of the balance sheet profit of 2011
  12. Approving the Profit Distribution Policy of the Company
  13. Approving the Donation and Aid Policy of the Company
  14. Approving the selection of the Independent Auditing Firm
  15. Presentation to the approval of the shareholders of our Company, the increase of the ceiling of the registered share capital of our company from its current amount of TL 2,800,000,000 to a total of TL 4,000,000,000 as well as the draft of amendments to the Articles of Association of our Company as prepared in compliance with the Approval No. 2244 of the Capital Markets Board of 29.02.2012 and the Approval No. 1729 of the Ministry of Customs and Trade of 08.03.2012 for the amendments to be made in Article 6, Share Capital, of the Articles of Association of our Company for the aforesaid purpose, as well as in the Articles 13, 14, 19, 20, 21, 22, 25, 29, 31, 35 and 36 thereof for duly complying with the provisions of the Communiqué of Serial: IV, No: 56 of the Capital Markets Board
  16. Presentation to the approval of the shareholders of our Company, the draft of amendment to the Articles of Association of our Company as prepared in compliance with the Approval No. 2984 of the Capital Markets Board of 12.03.2012 and the Approval No. 1938 of the Ministry of Customs and Trade of 15.03.2012 for the amendments to be made in Article 3, Aim & Subject, of the Articles of Association of our Company
  17. Informing the shareholders about the total amount of Guarantees, Pledges and Encumbrances given to the third parties, pursuant to the resolution of CMB dated September 9, 2009 and numbered 28/780
  18. Authorization of the Board Members to engage in businesses mentioned in Articles 334 and 335 of the Turkish Commercial Code and in Article 1.3.7. of the Communiqué of Serial: IV, No: 56 of the CMB
  19. Requests and recommendations

 

06.03.2012

The Board of Directors of our Company decided unanimously as the participants of the Board Meeting held on 05.03.2012 to make the necessary application to the Capital Markets Board for getting approved by the same of the conformity of the annexed draft of amendment to Article 3 Aim and Subject of the Articles of Association of our Company, and upon approval thereof to put such draft of amendment to the Articles of Association as it is approved on the agenda of the 2011 Ordinary General Assembly Meeting.

 

24.02.2012

The Board of Directors of our Company decided unanimously as the participants of the Board Meeting held on 24.02.2012 to make the necessary application to the Capital Markets Board for getting approved by the same of the conformity of the annexed draft of amendment to the Articles of Association of our Company prepared in compliance with the Communiqué of Serial: IV, No: 56 of 30.12.2011 of the Capital Markets Board on the Principals Regarding Determination and Application of Corporate Governance Principles and the further Communiqué of Serial: IV, No: 57 of 11.02.2012 on the Implementation of the Amendments to the aforesaid Communiqué, as well as for obtaining the required permit of the Capital Markets Board for the implementation of such intended amendments, and thereafter, upon approval thereof to put such draft of amendment to the Articles of Association as it is approved on the agenda of the 2011 Ordinary General Assembly Meeting.

 

14.02.2012

SUBMITTING FINANCIALS TO ANY AUTHORITY

Period of The Financials31.12.2011
Submitted AuthorityLarge Taxpayers Office of The Istanbul Provincial Finance Department
Reason of The Submission of FinancialsProvisional Tax For The 4th Quarter 2011
Date of The Submission13.02.2012

Our Company’s Income Statement for the period 01.01.2011 – 31.12.2011 which has not been prepared in accordance with the Capital Markets Regulations as enclosed hereto, has been submitted as annex to the Provisional Tax Declaration.

 

13.01.2012

Our indirect Russian subsidiary OOO ENKATC has signed a framework agreement with OOO BILLA and OOO BILLA REALTY in order to sell the retail assets they hold. The transfer will take place after the necessary approvals are received.

 

10.01.2012

The Board of Directors of our Company have resolved being a guarantor for the long term loan of JPY 15,000,000,000 (Fifteen Billion Japanese Yen) signed between ENKA Pazarlama İhracat İthalat A.Ş. and JAPAN BANK FOR INTERNATIONAL COOPERATION (JBIC), Japan on January 5, 2012, and resolved to authorize Mr. Haluk Gerçek and Mr. Fikret Güler to sign the guarantee letter.

2011

 

29.09.2011

We had disclosed on 07.04.2004 that an agreement was concluded and we had entered into with Bechtel International for the joint performance with equal shares of 50%-50% for the Brasov-Cluj-Bors Motorway Project Contract of the Romanian Ministry of Transport with a contract size of 2 billion 241 million Euros.

Above mentioned contract has been revised by the Employer. According to the new contract the contract size is 1 billion 503 million Euros and the remaining work is 400 million Euros. The completion date is 31.12.2013.

 

13.05.2011

Our Company’s consolidated financial statements for the fiscal period ended on March 31, 2010 in English and prepared in accordance with the International Financial Reporting Standards and the accompanying explanatory notes have been completed and submitted to the information of investors on our website www.enka.com.

 

21.04.2011

At our Company’s Ordinary General Assembly Meeting for the year 2010 held on April 21, 2011 at 14:00 pm, regarding the distribution of the year 2010 profit, it has been resolved to distribute to shareholders for each TL 1 (one) nominal valued share TL 0.0727 gross / TL 0.0618 net (as being 7.27% gross, 6.18% net from issued share capital) in total TL 160,000,000 cash dividend and as TL 213,000,000 from 1st dividend and as TL 87,000,000 from 2nd dividend in total TL 300,000,000 bonus share increase (at a rate 13.64%).

 

04.04.2011

Our Board of Directors resolved, after the analysis of Consolidated Balance Sheet and Profit – Loss statements for the year 2010, prepared in accordance with the International Financial Reporting Standards, to distribute from the net consolidated profit for the period from January 01, 2010 to December 31, 2010;

To the share certificate holders representing the equity of TL 2,200,000,000 (as Cash)160,000,000 TL
To the share certificate holders representing the equity of TL 2,200,000,000 (as Bonus issue)300,000,000 TL
To the bonus certificate holders13,619,945 TL
To the Board of Directors1,679,793 TL

And resolved to propose to the General Assembly to distribute the cash dividend starting from May 16, 2011, to add the amount of bonus issue to the share capital, and allocating the remaining as extraordinary reserve fund after retaining the legal reserve.

 

04.04.2011

Our Company’s consolidated financial statements for the fiscal period ended on December 31, 2010 in English and prepared in accordance with the International Financial Reporting Standards and the accompanying explanatory notes have been completed and submitted to the information of investors on our website www.enka.com.

 

04.04.2011

The Board of Directors has resolved to select the auditing firm DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (member of Deloitte Touche Tohmatsu) as the independent auditor of our Company for auditing 2011 financial statements in accordance with the opinion of our Company’s Audit Committee and as pursuant to the Communiqué Regarding the Independent Audit in Capital Markets as announced by the Capital Markets Board of Turkey, and to present such resolution to the approval of the General Assembly.

 

28.03.2011

The Board Of Directors’ Resolution For General Assembly Meeting

Date of ResolutionMarch 28, 2011
Type of The General AssemblyOrdinary
Related Fiscal Period If It’s Ordinary General Assembly 2010
DateApril 21, 2011
Time14:00
VenueZincirlikuyu Yolu, ENKA III. Binasi, Konferans Salonu, Balmumcu – Beşiktaş / Istanbul

 

AGENDA

  1. Election of the General Assembly Presidential Board
  2. Authorization of the Presidential Board for signing the Minutes of the General Assembly Meeting
  3. Reading and discussing the Annual Report of the Board of Directors and the Report of Auditors, and the Balance Sheet and Income Statement for the fiscal year 2010
  4. Reading and discussing the Report of Independent Auditors
  5. Informing the shareholders about the donations made within the fiscal year 2010
  6. Approval of balance sheet and income statement accounts of 2010 and the acquittal of the Board Members and Auditors from 2010 activities
  7. Election of the Board Members
  8. Election of the Auditors
  9. Determining the salaries to be paid to the Board Members and Auditors
  10. Determining the distribution of the balance sheet profit of 2010
  11. Approving the selection of the Independent Auditing Firm
  12. Informing the shareholders about the total amount of Guarantees, Pledges and Encumbrances given to the third parties, pursuant to the resolution of CMB dated September 9, 2009 and numbered 28/780
  13. Authorization of the Board Members to engage in businesses mentioned in Articles 334 and 335 of the Turkish Commercial Code
  14. Requests and recommendations

 

23.02.2011

The contract for the construction of Muscat International Airport Terminal (MC3) in the value of 706.3 million Omani Rials (approx USD 1.8 million) has been signed, ratified and enterred into force on February 23, 2011 between Bechtel & Co. LLC, ENKA & Co. LLC and Bahwan Engineering Company LLC consortium and the job owner. The project which we have a share of 38.4% will be completed in 38 months.

 

14.02.2011

Pursuant to the provisions of the General Communiqué on Income Taxation No: 217, our Company’s Income Statement as of December 31, 2010 as enclosed hereto, has been submitted on February 14, 2011 to the Large Taxpayers Tax Office of the Provincial Finance Department as annex to the presented Provisional Tax Declaration, excluding any revenues provided from construction and repair works spread over the years.

2010

 

22.09.2010

Further to our board resolution and our special condition disclosure on August 11, 2010, share transfers have been completed on September 21, 2010 regarding the 20% share purchase of Soli Gemi İnşa Sanayi ve Ticaret A.Ş. by us and 80% share purchase by our subsidiary Çimtaş Çelik İmalat Montaj ve Tesisat A.Ş.

 

15.09.2010

Our Company’s consolidated financial statements for the fiscal period ended at June 30, 2010 and prepared in English in accordance with the International Financial Reporting Standards and the accompanying explanatory notes have been submitted to the information of investors on our website www.enka.com.

 

16.08.2010

Pursuant to the provisions of the General Communiqué on Income Taxation No: 217, our Company’s Income Statement as of June 30, 2010 as enclosed hereto, has been submitted on August 16, 2010 to the Large Taxpayers Tax Office of the Provincial Finance Department as annex to the presented Provisional Tax Declaration, excluding any revenues provided from construction and repair works spread over the years.

 

12.08.2010

Acquisition of Financial Fixed Asset

Date of Board Resolution Regarding the Acquisition11.08.2010
Title of the Financial Fixed Asset AcquiredSoli Gemi İnşa Sanayi ve Ticaret A.Ş.
Subject of Activity of the Financial Fixed Asset AcquiredProduction of all kind of marine vessels with or without engine and their supplies; and maintenance, restoring, repairing, testing, erecting, accommodating and launching all kind of marine vessels bearing/or not bearing the characteristics of a ship which is second hand and/or new.
Capital of the Financial Fixed Asset AcquiredTL 25,000,000
The Way of Obtaining the Financial Fixed AssetPurchasing
Date of Completion of the ProcessSeptember 2010
Terms of the AcquisitionForward Purchase
Nominal Amount of the Shares AcquiredTL 5,000,000
Price per ShareUSD 0.80
Total AmountUSD 4,000,000
The Ratio of the Shares Acquired to the Capital of the Financial Fixed Asset (%)20%
The Ratio of the Total Shares to the Capital of the Financial Fixed Asset After the Acquisition (%)20%
The Ratio of Voting Rights Held to the Total Voting Rights of Financial Fixed Asset After the Acquisition (%)20%
The Ratio of Financial Fixed Asset Purchased to the Total Assets in the Last Financial Statement Disclosed (%)0.055%
Impact to the Activities of the CompanyNo impact
Has Tender Offer Obligation Emerged or NotNo
If Tender Offer Obligation Has Emerged Will an Application of Exemption be Made or notNo
Name/Title of the Seller/TransferorAtako Uluslararası Taşımacılık Denizcilik ve Tic. Ltd. Şti, Sedat Başak, Gabi Nakkaş, Şükrü Diyab, Emir Kaluti and Antuvan Nakkaş
The Relation of the Seller/Transferor with the CompanyNot Related
The Method of the Valuation of the Financial Fixed AssetBalance Sheet Analysis
Whether a Valuation Report Has Been Prepared or NotNo
The Reason if the Valuation Report Has Not Been PreparedNot A Related Party
The Valuation Considered with the Valuation Report
The Reason if the Transaction Is Not/Will Not Completed in Compliance With the Result of the Valuation Report

 

ADDITIONAL DISCLOSURE:

The Board of Directors of our Company has resolved to acquire 5,000,000 shares (with a nominal value of TL 5,000,000) out of 25,000,000 shares of Soli Gemi İnşa Sanayi ve Ticaret Anonim Şirketi which is equal to 20% with a value of USD 4,000,000, and in order to execute the share transfer to sign a Share Transfer Agreement with the shareholders of Soli Gemi İnşa Sanayi ve Ticaret Anonim Şirketi and to authorise Haluk Gerçek and Fikret Güler to prepare, sign, negotiate and amend Share Transfer Agreement and all related documents.

The remaining 80% shares of the Financial Fixed Asset is being acquiried by our subsidiary Çimtaş Çelik İmalat Montaj ve Tesisat A.Ş.

 

24.05.2010

As a result of the resolutions met at the 2009 Ordinary General Assembly held on April 22, 2010, it had been unanimously resolved; to increase the capital of the Company from 1,800,000,000 (One billion eight hundred million) Turkish Liras to 2,200,000,000 (Two billion two hundred million) Turkish Liras and our application to Capital Markets Board for the increase in the share capital was made public with our disclosure dated April 30, 2010 and our capital increase operations, registered by Capital Markets Board on May 18, 2010 and under reference 14/401 have been completed with the Capital Markets Board document dated May 20, 2010 and reference 30/401.

The increase of 400,000,000 (Four hundred million) Turkish Liras has been covered from the 1st Dividend at an amount of TL 200,000,000 and from the 2nd Dividend at an amount of TL 140,000,000, plus a further amount of TL60,000,000 from the reserve funds, which are TL 260,538.17 from Special Funds, TL 3,455,314.86 from Previous Years’ Profit/Loss Inflation Difference, TL 1,911,499.73 from Extraordinary Reserves

Inflation Difference and TL 54,372,647.24 from Extraordinary Reserves In accordance with the resolutions of the General Assembly, the bonus shares for the increase of paid capital shall be distributed as of May 25, 2010. In accordance with our declaration on the distribution of bonus shares, our share capital of TL 1,800,000,000 will be increased by 22.22% to TL 2,200,000,000 on May 25, 2010.

 

20.05.2010

Our application to Capital Markets Board for the increase in the share capital was made public with our disclosure dated April 30, 2010. Our capital increase operations, registered by Capital Markets Board on May 18, 2010 and under reference 14/401 have been completed with the Capital Markets Board document dated May 20, 2010 and reference 30/401. In accordance with the resolutions of the General Assembly, the bonus shares for the increase of paid capital shall be distributed as of May 25, 2010. In accordance with our declaration on the distribution of bonus shares, our share capital of TL 1,800,000,000 shall be increased by 22.22% to TL 2,200,000,000 on May 25, 2010.

 

06.05.2010

In accordance with the resolution no. 1892 dated April 05, 2010 by the T.R. Ministry of Environment and Foresty, Environmental Impact Assessment and Planning General Directorate and Article 14 of the Environmental Impact Assessment Regulation as published at the Official Gazette no 25,318 dated December 16, 2003 and entered into force; “Environmental Impact Assessment Affirmative Decision” has been issued for the project of “Aliağa Power Plant with Thermal Power of 1,721 MWt (800 Mwe)” by our subsidiary ENKA Enerji Üretim A.Ş.

 

30.04.2010

By taking into consideration the resolutions met at the 2009 Ordinary General Assembly held on April 22, 2010, it has been unanimously resolved; to increase the capital of the Company from 1,800,000,000 (One billion eight hundred million) Turkish Liras to 2,200,000,000 (Two billion two hundred million) Turkish Liras and to cover the 400,000,000 (Four hundred million) Turkish Liras as to be added from the 1st Dividend at an amount of TL 200,000,000 and from the 2nd Dividend at an amount of TL 140,000,000, plus a further amount of TL60,000,000 from the reserve funds, which are TL 260,538.17 from Special Funds, TL 3,455,314.86 from Previous Years’ Profit/Loss Inflation Difference, TL 1,911,499.73 from Extraordinary Reserves Inflation Difference and TL 54,372,647.24 from Extraordinary Reserves; and to apply to the Capital Markets Board in order to obtain a registry document.

 

22.04.2010

At our Company’s Ordinary General Assembly Meeting for year 2009 held on April 22, 2010 at 11:00 am, regarding the distribution of the year 2009 profit, it has been resolved to distribute to shareholders for each TL 1 (one) nominal valued share TL 0.0800 gross / TL 0.0680 net (as being 8% gross, 6.80% net from issued share capital) in total TL 144,000,000 cash dividend and as TL 200,000,000 from 1st dividend and as TL 140,000,000 from 2nd dividend and as TL 60,000,000 from reserves in total TL 400,000,000 bonus share increase (at a rate 22.22%).

 

12.04.2010

Our company together with Bechtel International, Inc. has signed the agreement for the construction of Morine- Merdare Motorway with the Ministry of Transport and Communications on behalf of the Government of the Republic of Kosovo on April 12, 2010 in Kosovo. The project with total lenght of 117 kilometers and with a value of EUR 569 million will be completed in the second half of 2013.

 

12.04.2010

Pursuant to the provisions of the Capital Markets Board Communique Serial: I, No: 26 for the shares which are not authorised to be traded on the stock exchange of the corporations whose shares are registered with the Board and being traded on the stock exchange and our application dated March 18, 2010 to the Settlement and Custody Bank in order to trade the 900,000 TL nominal valued shares of PIMAŞ PLASTİK İNŞAAT MALZEMELERİ A.Ş. that we own; our disclosure in relation to the Capital Markets Board Communique Serial: VIII, No: 54 is herebelow.

110,000 shares of PIMAŞ PLASTİK İNŞAAT MALZEMELERİ A.Ş. has been sold on April 12, 2010 by our company with a price range of 4.46 and 4.54. With this trade as of April 12, 2010 our Nominal Value of the Shares Owned After the Trade (TL)shareholding at PİMAŞ PLASTİK İNŞAAT MALZEMELERİ A.Ş. has dropped down to 81.65%.

Details of the trades are stated on the below table.

Trade DateNature of the TradeNominal Value of the Shares Subject to the Trade (TL)Trade Price (TL/Share)Trade Value (TL)Nominal Value of the Shares Owned Before the Trade (TL)Shareholding of the Company’s Equity Before the Trade (%)Nominal Value of the Shares Owned After the Trade (TL)Shareholding of the Company’s Equity After the Trade (%)
12.04.2010Sale10,0004.5445,40014,807,172.4782.26%14,797,172.4782.21%
12.04.2010Sale90,0004.50405,00014,797,172.47 82.21%14,707,172.4781.71%
12.04.2010Sale10,0004.4644,60014,707,172.47 81.71% 14,697,172.4781.65%

 

07.04.2010

With the 787 numbered resolution dated April 7, 2010, our Board of Directors has resolved, after the analysis of Consolidated Balance Sheet and Profit – Loss statements prepared in accordance with the International Financial Reporting Standards, to distribute from the net consolidated profit for the period January 01, 2009 to December 31, 2009;

 

To the share certificate holders representing the equity of TL 1,800,000,000 (as Cash)144,000,000 TL
To the share certificate holders representing the equity of TL 1,800,000,000 (as Bonus issue)400,000,000 TL
To the bonus certificate holders12,220,127 TL
To the Board of Directors1,507,149 TL

 

And resolved to propose to the General Assembly to distribute the cash dividend starting from May 17, 2010, to add the amount of bonus issue to the share capital, and allocating the remaining as extraordinary reserve fund after retaining the legal reserve.

 

30.03.2010

Our Company’s consolidated financial statements for the fiscal period ended on December 31, 2008 and prepared in accordance with the International Financial Reporting Standards and the accompanying explanatory notes (in English) have been completed and submitted to the information of investors on our website www.enka.com.

 

24.03.2010

The Board of Directors of our Company has resolved to hold the Ordinary General Assembly Meeting of the Holders of Ordinary Share Certificates and of Preferred Share Certificates of our Company on Thursday, April 22, 2010 at 11:00 a.m. at ENKA III. Building Balmumcu – Besiktas, Istanbul, in order to discuss the activities of our Company in 2009 as well as the agenda items.

 

AGENDA

  1. Election of the General Assembly Presidential Board
  2. Authorization of the Presidential Board for signing the Minutes of the General Assembly Meeting
  3. Reading and discussing the Annual Report of the Board of Directors and the Report of Auditors, and the Balance Sheet and Income Statement for the fiscal year 2009
  4. Reading and discussing the Report of Independent Auditors
  5. Informing the shareholders about the donations made within the fiscal year 2009
  6. Approval of balance sheet and income statement accounts of 2009 and the acquittal of the Board Members and Auditors from 2009 activities
  7. Election of the Board Members
  8. Election of the Auditors
  9. Determining the salaries to be paid to the Board Members and Auditors
  10. Determining the distribution of the balance sheet profit of 2009
  11. Approving the selection of the Independent Auditing Firm
  12. Informing the shareholders about the total amount of Guarantees, Pledges and Encumbrances given to the third parties, pursuant to the resolution of CMB dated September 9, 2009 and numbered 28/780
  13. Authorization of the Board Members to engage in businesses mentioned in Articles 334 and 335 of the Turkish Commercial Code
  14. Requests and recommendations

 

17.03.2010

Pursuant to the provisions of the Capital Markets Board Communique Serial: I, No: 26 for the shares which are not authorised to be traded on the stock exchange of the corporations whose shares are registered with the Board and being traded on the stock exchange and our application dated July 13, 2009 to the Settlement and Custody Bank in order to trade the 900,000 TL nominal valued shares of PIMAŞ PLASTİK İNŞAAT MALZEMELERİ A.Ş. that we own; our disclosure in relation to the Capital Markets Board Communique Serial: VIII, No: 54 is herebelow.

900,000 shares of PIMAŞ PLASTİK İNŞAAT MALZEMELERİ A.Ş. has been sold between January 11, 2010 and March 17, 2010 by our company with a price range of 3,68 and 3,84. With this trade our shareholding at PİMAŞ PLASTİK İNŞAAT MALZEMELERİ A.Ş. has dropped down to 82,26%.

Details of the trades are stated on the below table.

Trade DateNature of the TradeNominal Value of the Shares Subject to the Trade (TL)Trade Price (TL/Share)Trade Value (TL)Nominal Value of the Shares Owned Before the Trade (TL)Shareholding of the Company’s Equity Before the Trade (%)Nominal Value of the Shares Owned After the Trade (TL)Shareholding of the Company’s Equity After the Trade (%)
11.01.2010Sale30,0003.74112,200.0087.26%
11.01.2010Sale25,0003.7694,000.0015,677,172.4787.10%15,652,172.47
11.01.2010Sale55,0003.78207,900.0015,652,172.4786.96%15,597,172.47
11.01.2010Sale15,2813.8058,067.8015,597,172.4786.65%15,581,891.4786.57%
11.01.2010Sale5,0003.8219,100.0015,581,891.4786.57%15,576,891.4786.54%
03.02.2010Sale20,8443.7077,122.8015,576,891.4786.54%15,556,047.4786.42%
03.02.2010Sale51,6603.72192,175.2015,556,047.4786.42%15,504,387.4786.14%
03.02.2010Sale16,4963.7461,695.0415,504,387.4786.14%15,487,891.4786.04%
03.02.2010Sale20,0003.7675,200.0015,487,891.4786.04%15,467,891.4785.93%
03.02.2010Sale32,9463.78124,535.8815,467,891.4785.93%15,434,945.4785.75%
16.03.2010Sale39,1623.68144,116.1615,434,945.4785.75%15,395,783.4785.53%
16.03.2010Sale230,0003.70851,000.0015,395,783.4785.53%15,165,,783.4784.25%
16.03.2010Sale20,0003.7274,400.0015,165,783.4784.25%15,145,783.4784.14%
16.03.2010Sale20,0003.7474,800.0015,145,783.4784.14%15,125,783.4784.03%
16.03.2010Sale38,6673.76145,387.9215,125,783.4784.03%15,087,116.4783.82%
16.03.2010Sale62,1713.78235,006.3815,087,116.4783.82%15,024,945.4783.47%
16.03.2010Sale25,0003.8095,000.0015,024,945.4783.47%14,999,945.4783.33%
16.03.2010Sale40,0003.82152,800.0014,999,945.4783.33%14,959,945.4783.11%
16.03.2010Sale20,0003.8476,800.0014,959,945.4783.11%14,939,945.4783.00%
17.03.2010Sale4,2193.8016,032.2014,939,945.4783.00%14,935,726.4782.98%
17.03.2010Sale30,0003.82114,600.0014,935,726.4782.98%14,905,726.4782.81%
17.03.2010Sale98,5543.84378,447.3614,905,726.4782.81%14,807,172.4782.26%

 

15.02.2010

Pursuant to the provisions of the General Communiqué on Income Taxation No: 217, our Company’s Income Statement as of December 31, 2009 as enclosed hereto, has been submitted on February 15, 2010 to the Large Taxpayers Tax Office of the Provincial Finance Department as annex to the presented Provisional Tax Declaration, excluding any revenues provided from construction and repair works spread over the years.

 

29.01.2010

Regarding the news in the media related with our Company about the Kosovo motorway project, negotiations with the job owner are continuing and disclosure will be done after negotiations are completed.

 

21.01.2010

The Board of Directors of our Company has resolved to select the auditing firm DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (member of Deloitte Touche Tohmatsu) as the independent auditor of our Company for auditing 2010 financial statements in accordance with the opinion of our Company’s Audit Committee and as pursuant to the Communiqué Regarding the Independent Audit in Capital Markets as announced by the Capital Markets Board of Turkey, and to present such resolution to the approval of the General Assembly.

2009

 

18.12.2009

Meeting minutes of Extraordinary General Assembly dated December 18, 2009 and the list of attendants are given here attached.

 

17.11.2009

Our Company’s consolidated financial statements for the fiscal period ended at Sepetmber 30, 2009 and prepared in accordance with the International Financial Reporting Standards and the accompanying explanatory notes (in English) have been presented to the information of investors on our website www.enka.com.

 

16.11.2009

The Board of Directors of our Company has convened and decided to hold the Extraordinary General Assembly Meeting of the holders of ordinary share certificates and of preferred share certificates of our company on Friday, December 18, 2009 at 10:00 a.m. at ENKA III. Building Balmumcu, Beşiktaş, İstanbul, with the below-mentioned agenda items:

  1. Election of the presidential board
  2. Authorization of the presidential board for signing the minutes of the general assembly meeting
  3. Submitting the draft amendments of article 6 related with equity and provisional article 1 of the Articles of Association which have been approved by the Capital Markets Board (the letter dated August 14, 2009 and numbered 10016 from Capital Markets Board) and permission received from T.R. Ministry of Industry and Trade (the letter dated August 21, 2009 and numbered 4490 from T.R. Ministry of Industry and Trade) to the approbation of the General Assembly
  4. According to the letter dated Mayıs 29, 2009 and numbered 9066 from Capital Markets Board, submitting the corrected profit distribution table for year 2008 (dividend amount is unchanged) to the approbation of the General Assembly
  5. According to the letter dated July 17, 2009 and numbered 9066 from Capital Markets Board informing the shareholders of the Gedore-Altaş El Aletleri Dövme Çelik Sanayi ve Ticaret Ltd.Şti. shares sold by our Company
  6. According to the letter dated August 28, 2009 and numbered 10480 from Capital Markets Board informing the shareholders of the Gretsch Unıtas Yapı Elemanları Sanayi ve Ticaret Anonim Şirketi shares sold by our Company
  7. Requests

 

27.08.2009

Our Company’s consolidated financial statements for the fiscal period ended at June 30, 2009 and prepared in English in accordance with the International Financial Reporting Standards and the accompanying explanatory notes have been submitted to the information of investors on our website www.enka.com.

 

14.08.2009

Pursuant to the provisions of the General Communiqué on Income Taxation No: 217, our Company’s Income Statement and Balance Sheet as of June 30, 2009 as enclosed hereto, have been submitted on August 14, 2009 to the Large Taxpayers Tax Office of the Provincial Finance Department as annex to the presented Provisional Tax Declaration, excluding any revenues provided from construction and repair works spread over the years.

 

31.07.2009

It has been unanimously decided on the acceptance of the amendment of provisional 1st article of the company’s articles of association into the new version as attached and to apply to Capital Markets Board for necessary authorizations.

 

31.07.2009

It has been unanimously decided on the acceptance of the amendment of 3rd article of the company’s articles of association, which is related to aim and subject, into the new version as attached and to apply to Capital Markets Board for necessary authorizations.

 

31.07.2009

It has been necessary to increase the issued capital because of the increase of issued capital to TL 1,800,000,000 of our Company by exceeding the capital ceiling of TL 1,600,000,000. It has been unanimously decided on the acceptance of the attached amendment of 6th article of the company’s articles of association, which is related to capital, to increase the capital ceiling to TL 2,800,000,000 and to apply to the Capital Markets Board for the necessary authorizations.

 

31.07.2009

With the result of the sale of Gretsch Unıtas Yapı Elemanları Sanayi ve Ticaret Anonim Şirketi shares to Claudia Kofler and Beatrix Fleischmann; it has been unanimously decided to record the current account receivable of TL 1,470,000 from Gretsch Unıtas Yapı Elemanları Sanayi ve Ticaret Anonim Şirketi as loss and that there is no more right and receivable left from the counterpart.

 

31.07.2009

Sale of Financial Fixed Assets

Date of Board Resolution Regarding the Sale31.07.2009
Title of the Financial Fixed Asset SoldGretsch Unitas Yapı Elemanları Sanayi ve Ticaret Anonim Şirketi
Subject of Activity of the Financial Fixed Asset SoldFeatures and appliances of buildings, importation, exportation and domestic sale
Capital of the Financial Fixed Asset SoldTL 6,801,441
Date of Completion of the Process31.07.2009
Terms of the SaleTL 1 by cash in advance
Nominal Amount of the Shares SoldTL 2,528,540
Price per Share
Total AmountTL 1
The Ratio of the Shares Sold to the Capital of the Sales (%)37.18
The Ratio of Voting Rights Held After Sale to the Total Voting Rights of Financial Fixed Asset (%)0.00
The Ratio of Financial Fixed Asset Sold to the Total Assets in the Last Financial Statement Disclosed (%)0.00
Impact to the Activities of the CompanyNo impact
The Amount of Profit/Loss From the Sale2,330,000.00
The Way of Utilization of the Profit, if any
Resolution Date of the Board of Directors on the Way of Utilization of the Profit, if any
Name/Title of the PurchaserClaudia Kofler and Beatrix Fleischmann
The Relation of the Purchaser with the CompanyNo Relation
The Method of the Valuation of the Financial Fixed AssetThe Financial Statements as of 30.06.2009 has been used
Whether a Valuation Report Has Been Prepared or NotNot Prepared
The Reason if the Valuation Report Has Not Been PreparedLow Valuation of the Participation
The Valuation Calculated with the Valuation Report
The Reason if the Transaction Is Not/Will Not Completed In Compliance With the Result of the Valuation Report

 

ADDITIONAL DISCLOSURE:

A resolution has been unanimously taken for selling 1.168.287 shares of Gretsch Unitas Yapı Elemanları Sanayi ve Ticaret Anonim Şirketi, recorded under the assets of our Company, with a nominal value of TL 1,168,287 to Cladia Kofler, German national, born in 27.07.1954, and residing at the adress 53225 Geislar Geislarstr. 63-65 Bonn Germany; and with a nominal value of TL 1,360,253 to Beatrix Fleischmann, German national, born in 09.08.1951, and residing at the adress Tschoeranerweg 33, 91551 Bodensdorf Austria, against TL 1 each.

The shares of Gretsch Unıtas, with 37.18% participation, had a value of TL 60,000 at the consolidated financial statements as of 31 December 2008 prepared in accordance with Communiqués issued by the Capital Markets Board. With the cash advance that was given to Gretsch Unıtas in 2009, our Company’s sale loss has been equal to TL 2,330,000.00.

This decision has been taken, since the line of business that Gretsch Unıtas has activities, is not one of our main business lines. There is no relation with the people of the shares to be transferred.

 

16.07.2009

There is no information received by ENKA Enerji Üretim A.Ş. apart from the news published in the press regarding the resolution of Plenary Session of the Administrative Law Divisions of the Presidency of Council of State.

 

13.07.2009

Sale of Financial Fixed Assets

Date of Board Resolution Regarding the Sale13.07.2009
Title of the Financial Fixed Asset SoldGedore-Altaş El Aletleri Dövme Çelik Sanayi ve Ticaret Ltd.Şti.
Subject of Activity of the Financial Fixed Asset SoldMiscellaneous Hand Tools And Components, All Kinds Of Equipment Production From Steel And Metal Sheet, Importation, Exportation And Wholesale Trade
Capital of the Financial Fixed Asset SoldTL 3,710,000
Date of Completion of the Process16.07.2009
Terms of the SaleTL 1 by Cash in Advance
Nominal Amount of the Shares SoldTL 1,074,300
Price per Share
Total AmountTL 1
The Ratio of the Shares Sold to the Capital of the Sales (%)0.00
The Ratio of Voting Rights Held After Sale to the Total Voting Rights of Financial Fixed Asset (%)0.00
The Ratio of Financial Fixed Asset Sold to the Total Assets in the Last Financial Statement Disclosed (%)0
Impact to the Activities of the CompanyNO IMPACT
The Amount of Profit/Loss From the Sale
The Way of Utilization of the Profit, if any
Resolution Date of the Board of Directors on the Way of Utilization of the Profit, if any
Name/Title of the PurchaserGedore Werkzeugfabrik Otto Dowidat KG
The Relation of the Purchaser with the CompanyNo Relation
The Relation of the Purchaser with the Company : No Relation
The Method of the Valuation of the Financial Fixed AssetThe Financial Statements as of 30.06.2009 Has Been Used
Whether a Valuation Report Has Been Prepared or NotNot Prepared
The Reason if the Valuation Report Has Not Been PreparedLow Valuation of The Participation
The Valuation Calculated with the Valuation Report
The Reason if the Transaction Is Not/Will Not Completed In Compliance With the Result of the Valuation Report

 

ADDITIONAL DISCLOSURE:

A resolution has been unanimously taken for selling all 42,972 GEDORE-ALTAŞ EL ALETLERİ DÖVME ÇELİK SANAYİ VE TİCARET LTD.ŞTİ. shares, recorded under the assets of our Company, with a nominal value of TL 1,074,300 to Gedore Werkzeugfabrik Otto Dowidat KG with registered address Remscheider Str. 149 42899 Remscheid-DEUTSCHLAND against TL 1 and to authorize Ömer Tevfik Tlabar for the share transfer transactions.

Owned with 28.96% participation, the shares of Gedore-Altaş, had a value of TL 0 at the consolidated financial statements as of 31.12.2008 prepared in accordance with Communiqués issued by the Capital Markets Board. The equity of Gedore-Altaş has turned to negative and regarding this financial asset since no exposure of liability arising from any legal or implied acceptance has occurred or since no payment has been done on behalf of Gedore-Altaş, no additional provisions have been booked. Same conditions prevailed as of 31.03.2009.

This resolution has been taken after being a loss making company for a long time, presently net asset value being negative, anticipation of continuation of loss making tendency and for the sake of not bearing future losses. There is no affiliation with the transferee company.

 

08.06.2009

A ceremony took place after the completion of drilling works of the dual-tube tunnel of 5.5 kilometers each in length through the Qafa e Kumbullės Mountain which is the most important part of the 61-kilometer Rreshen-Kalimash Motorway in Albania which the contract was signed by Bechtel-ENKA Joint Venture in 2006. The motorway will be partially opened to traffic in July 2009.

 

01.06.2009

Our application to Capital Markets Board for the planned increase in share capital was made public with our disclosure dated April 27, 2009.

Our capital increase operations, registered by Capital Markets Board on May 27, 2009 and under reference 15/372 have been completed with the Capital Markets Board document dated May 28, 2009 and reference 31/372.

In accordance with the resolutions of the General Assembly, the bonus shares for the increase of paid capital shall be distributed as of June 3, 2009.

In accordance with our declaration on the distribution of bonus shares, our share capital of TL 1,200,000,000 shall be increased by 50% to TL 1,800,000,000 on June 3, 2009.

 

13.05.2009

Our Company’s consolidated financial statements for the fiscal period ended at March 31, 2009 and prepared in accordance with the International Financial Reporting Standards and the accompanying explanatory notes (in English) have been presented to the information of investors on our website www.enka.com.

 

08.05.2009

It has been unanimously decided on the acceptance of the consolidated and interim Board of Directors Activity Report and financial statements presented to our Board by the Audit Committee of our Company and prepared in accordance with the “Communiqué on the Principles Concerning Financial Reports in Capital Markets” issued by the Capital Markets Board under No: 29, Series: XI and covering the period ended at March 31, 2009; and to send them to the Capital Markets Board and the Istanbul Stock Exchange.

The above-mentioned interim Board of Directors Activity Report, consolidated financial statements and the accompanying explanatory notes have been presented to the information of investors on our website www.enka.com.

 

05.05.2009

At the profit distribution table prepared by taking into consideration the resolutions met at the 2008 Ordinary General Assembly held on April 20, 2009, “Tax and Other Legal Reserves on the Profit for the Period” calculated according to the Tax Procedure Law has erroneously not taken into consideration. By correcting this, a decrease of TL 385,043 at 1st dividend legal reserves, an increase of TL 32,439 at dividends distributed to bonus certificate holders and lastly an increase of TL 3,244 at 2nd dividend legal reserves has taken place. The above-mentioned changes do not have any impact on the 1st and 2nd dividends to be paid to our shareholders and cash dividends and bonus shares will be distributed as it was disclosed to the public.

 

05.05.2009

With the conclusion of the inspection; started regarding the authorization of Article 6 of the Articles of Association of our Company, together with the resolution of the Board of Directors of our Company dated April 24, 2009 and numbered 755; the increase of issued capital of our Company with the capital ceiling of TL 1,600,000,000, from TL 1,200,000,000 to TL 1,800,000,000 covered by TL 600,000,000 from the portion of the dividend of year 2008 that has been decided to be added to the equity in accordance with the resolution of the General Assembly; it has been determined that TL 600,000,000 has been transferred from the related accounts to share capital account on April 30, 2009 and has been decided as follows:
1) Since it has been determined that the capital increase of TL 600,000,000 will distributed according to the procedures of the MKK (Central Registry Agency Inc.);
2) To inform the Capital Markets Board of the completion of the capital increase transactions in compliance with the procedures;
3) To receive the necessary document from the Capital Markets Board and to complete the necessary act to register the Company’s issued capital as TL 1,800,000,000 to the Trade Registry within 10 days from the registry document date.

 

27.04.2009

By taking into consideration the resolutions met at the 2008 Ordinary General Assembly held on April 20, 2009, it has been unanimously resolved; to increase the capital of ENKA İnşaat ve Sanayi A.Ş. from TL 1,200,000,000 (One billion two hundred million Turkish Liras) to TL 1,800,000,000 (One billion eight hundred million Turkish Liras) and to cover all the amount of TL 600,000,000 (Six hundred million Turkish Liras) to be added from the portion of the 1st and 2nd dividends that has been decided to be added to the equity in accordance with the resolution of the General Assembly and; to apply to the Capital Markets Board in order to obtain a registry document.

 

20.04.2009

At our Company’s Ordinary General Assembly Meeting for year 2008 held on April 20, 2009 at 15:00 pm, regarding the distribution of the year 2008 profit, it has resolved to distribute to shareholders for each TL 1 (one) nominal valued share TL 0.090 gross / TL 0.765 net (as being 9% gross, 7.65% net from issued share capital) in total TL 108,000,000 cash dividend and as TL 500,000,000 from 1st dividend and as TL 100,000,000 from 2nd dividend in total TL 600,000,000 bonus share increase (at a rate 50.00%).

 

14.04.2009

The Board of Directors of our Company has unanimously resolved to select and appoint for a term of one year the auditing firm Güney Serbest Muhasebeci Mali Müşavirlik A.Ş. as suggested by our Company’s Audit Committee as the independent auditor of our Company for the fiscal year 2009 pursuant to the Communiqué Regarding the Independent Audit in Capital Markets as announced by the Capital Markets Board of Turkey, and to present such resolution to the approval of the General Assembly of our Company.

 

03.04.2009

Our Board of Directors has resolved on March 26, 2009 to hold the Ordinary General Assembly Meeting with the agenda for the fiscal year 2008 of our Company, on April 20, 2009, and this resolution had been disclosed in compliance with the Capital Markets Board’s Communiqué No: 54, Series: VIII.

With the 752 numbered resolution dated April 3, 2009, our Board of Directors has resolved, after the analysis of Consolidated Balance Sheet and Profit – Loss statements prepared in accordance with the International Financial Reporting Standards, to distribute from the net consolidated profit for the period January 01, 2008 to December 31, 2008;

To the share certificate holders representing the equity of TL 1,200,000,000 (as Cash)108,000,000 TL
To the share certificate holders representing the equity of TL 1,200,000,000 (as Bonus issue)600,000,000 TL
To the bonus certificate holders9,087,671 TL
To the Board of Directors1,120,813 TL

And resolved to propose to the General Assembly to distribute the cash dividend starting from May 18, 2009, to add the amount of bonus issue to the share capital, and allocating the remaining as extraordinary reserve fund after retaining the legal reserve.

To our shareholders TL 600,000,000 (50% of the capital share) dividend will be distributed as bonus issue.

 

03.04.2009

It has been unanimously decided on the acceptance of the Board of Directors Annual Report 2008 presented to our Board by the Audit Committee of our Company and prepared in accordance with the “Communiqué on the Principles Concerning Financial Reports in Capital Markets” issued by the Capital Markets Board under No: 29, Series: XI and to send them to the Capital Markets Board and the Istanbul Stock Exchange.

 

01.04.2009

Our Company’s consolidated financial statements for the fiscal period ended on December 31, 2008 and prepared in accordance with the International Financial Reporting Standards and the accompanying explanatory notes (in English) have been completed and submitted to the information of investors on our website www.enka.com.

 

26.03.2009

The Board of Directors of our Company has resolved to hold the Ordinary General Assembly Meeting of the Holders of Ordinary Share Certificates and of Preferred Share Certificates of our Company on Monday, April 20, 2009 at 15:00 p.m. at ENKA III. Building Balmumcu – Besiktas, Istanbul, in order to discuss the activities of our Company in 2008 as well as the below-mentioned agenda items:
AGENDA

  1. Election of the General Assembly Presidential Board
  2. Authorization of the Presidential Board for signing the Minutes of the General Assembly Meeting
  3. Reading and discussing the Annual Report of the Board of Directors and the Report of Auditors, and the Balance Sheet and Income Statement for the fiscal year 2008
  4. Reading and discussing the Report of Independent Auditors
  5. Informing the shareholders about the donations made within the fiscal year 2008
  6. Approval of balance sheet and income statement accounts of 2008 and the acquittal of the Board Members and Auditors from 2008 activities
  7. Election of the Board Members
  8. Election of the Auditors
  9. Determining the salaries to be paid to the Board Members and Auditors
  10. Determining the distribution of the balance sheet profit of 2008
  11. Discussing the profit distribution policy
  12. Approving the selection of the Independent Auditing Firm
  13. Authorization of the Board Members to engage in businesses mentioned in Articles 334 and 335 of the Turkish Commercial Code
  14. Requests and recommendations

 

23.03.2009

The Board of Directors of our Company has unanimously decided on the acceptance of the consolidated financial statements prepared by Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. in accordance with the International Financial Reporting Standards authorized alternatively by the communiqué No: 25, Series: XI, for the fiscal period ended on December 31, 2008, presented to our Board by the Audit Committee of our Company; and to forward them to the Capital Markets Board of Turkey as well as to the Istanbul Stock Exchange.

Above-mentioned consolidated financial statements and the accompanying explanatory notes have been presented to the information of investors on our website www.enka.com.

 

16.02.2009

Pursuant to the provisions of the General Communiqué on Income Taxation No: 217, our Company’s Income Statement and Balance Sheet as of December 31, 2007 as enclosed hereto, have been submitted on February 16, 2009 to the Large Taxpayers Tax Office of the Provincial Finance Department as annex to the presented Provisional Tax Declaration, excluding any revenues provided from construction and repair works spread over the years.

2008

 

25.12.2008

As for the information published by the Anatolia News Agency, and according to Article 8 of the Capital Markets Board’s Communiqué No: 39, Series: VII, regulating confirmation duties, we confirm the veracity of the decision taken by the Council of State’s 13th Division to unanimously overrule the request for the stay of execution of the resolution by Energy Market Regulatory Authority for the license delivered to ENKA Enerji Üretim A.Ş. for constructing a thermal power plant.

 

17.12.2008

Regarding Article 7, the Extraordinary Price and Quantity Movements of Capital Markets Board’s Communiqué No: 39, Series: VIII, there is no special condition that is not made public.

 

19.11.2008

Our Company’s consolidated financial statements for the fiscal period ended on September 30, 2008 and prepared in accordance with the International Financial Reporting Standards and the accompanying explanatory notes have been presented to the information of investors on our website www.enka.com.

 

14.11.2008

  1. Our decision concerning the sale of the retail business of Russian OOO ENKATC, in which we have an indirect participation, was made public on September 14, 2007
  2. The transfer of a part of this retail business to Meelakker B.V. and the receipt of EUR 173.7 million was made public on April 9, 2008
  3. In accordance with the decision made public on September 14, 2007, OOO ENKATC is continuing to close-down or to hand-over some of its existing stores. The effects of the closings and handing-over operations to date are totally insignificant and do not constitute a special condition when considering the magnitudes of ENKA İnşaat ve Sanayi A.Ş.’s consolidated financial statements
  4. In accordance with the decisions made public on September 14, 2007, developments which may have important impacts on our financial statements shall immediately be shared with our shareholders

 

14.11.2008

It has been unanimously decided to accept the consolidated and interim Board of Directors Activity Report and financial statements presented to our Board by the Audit Committee of our Company and prepared in accordance with the “Communiqué on the Principles Concerning Financial Reports in Capital Markets” issued by the Capital Markets Board under No: 29, Series: XI and covering the period ended at September 30, 2008; and to send them to the Capital Markets Board and the Istanbul Stock Exchange.
The above-mentioned consolidated financial statements and the accompanying explanatory notes have been presented to the information of investors on our website www.enka.com.

 

12.11.2008

As to the information appeared in the news, the following had already been disclosed:
A) That a consultancy agreement had been signed with Société Générale Bank for the sale of the retail business of ENKATC (formerly Ramenka Limited) on September 14, 2007,
B) That the transfer of a part of the above company’s retail business had been completed on April 9, 2008.
According to the plan announced in our initial declaration proceedings concerning the transfer of the remaining part of the company is continuing and any development shall immediately be made public.

 

11.11.2008

Regarding Article 7, the Extraordinary Price and Quantity Movements of Capital Markets Board’s Communiqué No: 39, Series: VIII, there is no special conditions that is not made public.

 

21.10.2008

Further to our special condition disclosure of September 18, 2007, a resolution by majority has been made to increase the existing line of credit intended for non-monetary needs, and agreed upon between our Company and Bayerische Hypo- und Vereinsbank AG, by EUR 100 million, to prepare a new credit agreement and to authorize Haluk Gerçek and Fikret Güler to sign all related documents.

 

01.09.2008

Our Company’s consolidated financial statements for the fiscal period ended at June 30, 2008 and prepared in accordance with the International Financial Reporting Standards and the accompanying explanatory notes have been submitted to the information of investors on our website www.enka.com.

 

27.08.2008

It has been unanimously decided to accept the consolidated and interim Board of Directors Activity Report and financial statements presented to our Board by the Audit Committee of our Company and prepared in accordance with the “Communiqué on the Principles Concerning Financial Reports in Capital Markets” issued by the Capital Markets Board under No: 29, Series: XI and covering the period ended at June 30, 2008; and to send them to the Capital Markets Board and the Istanbul Stock Exchange.
The above-mentioned consolidated financial statements and the accompanying explanatory notes have been submitted to the information of investors on our website www.enka.com.

 

18.08.2008

Pursuant to the provisions of the General Communiqué on Income Taxation No: 217, our Company’s Income Statement and Balance Sheet as of June 30, 2008 as enclosed hereto, have been submitted on August 18, 2008 to the Large Taxpayers Tax Office of the Provincial Finance Department as annex to the presented Provisional Tax Declaration, excluding any revenues provided from construction and repair works spread over the years.

 

03.06.2008

Our Company’s consolidated financial statements for the fiscal period ended at March 31, 2008 and prepared in accordance with the International Financial Reporting Standards and the accompanying explanatory notes have been presented to the information of investors on our website www.enka.com.

 

03.06.2008

It has been unanimously decided on the acceptance of the consolidated and interim Board of Directors Activity Report and financial statements presented to our Board by the Audit Committee of our Company and prepared in accordance with the “Communiqué on the Principles Concerning Financial Reports in Capital Markets” issued by the Capital Markets Board under No: 29, Series: XI and covering the period ended at March 31, 2008; and to send them to the Capital Markets Board and the Istanbul Stock Exchange.
The above-mentioned consolidated financial statements and the accompanying explanatory notes have been presented to the information of investors on our website www.enka.com.

 

23.05.2008

Our application to Capital Markets Board for the planned increase in share capital was made public with our disclosure dated April 21, 2008.
Our capital increase operations, registered by Capital Markets Board on May 14, 2008 and under reference 14/531 have been completed with the Capital Markets Board document dated May 16, 2008 and reference 25/531.
In accordance with the resolutions of the General Assembly, the bonus shares intended for the increase of paid capital shall be distributed as of May 26, 2008. In accordance with our declaration on the distribution of bonus shares, published on May 22, 2008 in two national newspapers, our share capital of YTL 900,000,000 shall be increased by 33.33% to YTL 1,200,000,000 on May 26, 2008.

 

16.05.2008

Pursuant to the provisions of the General Communiqué on Income Taxation No: 217, our Company’s Income Statement and Balance Sheet as of March 31, 2008 as enclosed hereto, have been submitted on May 16, 2008 to the Large Taxpayers Tax Office of the Provincial Finance Department as annex to the presented Provisional Tax Declaration, excluding any revenues provided from construction and repair works spread over the years.

 

13.05.2008

A memorandum of understanding has been signed by our Company for the turn-key engineering, procurement and supply of material and equipment, construction and commissioning services for a 400 MW natural gas fired combined cycle power plant to be built for OGK-4 OJSC. The contract price is EUR 329 million and the power plant is to be built in the Russian Federation, in Yajva of the Perm District and will be completed within the third quarter of 2011.

 

05.05.2008

With the conclusion of the inspection; started regarding the authorization of Article 6 of the Articles of Association of our Company, together with the resolution of the Board of Directors of our Company dated April 21, 2008 and numbered 731; the increase of issued capital of our Company within the capital ceiling of YTL 1,600,000,000, from YTL 900,000,000 to YTL 1,200,000,000 covered by YTL 300,000,000 from the portion of the 1st dividend of year 2007 that has been decided to be added to the equity in accordance with the resolution of the General Assembly; it has been determined that YTL 300,000,000 has been transferred from the related accounts to share capital account on April 30, 2008 and has been decided as follows:

  1. Since it has been determined that the capital increase of YTL 300,000,000 will distributed according to the procedures of the Central Registry Agency Inc. starting from May 26, 2008
  2. To inform the Capital Markets Board of the completion of the capital increase transactions in compliance with the procedures
  3. To receive the necessary document from the Capital Markets Board and to complete the necessary act to register the Company’s issued capital as YTL 1,200,000,000 to the Trade Registry within 10 days from the registry document date

 

21.04.2008

By taking into consideration the resolutions met at the 2007 Ordinary General Assembly held on April 16, 2008, it has been unanimously resolved; to increase the capital of ENKA İnşaat ve Sanayi Anonim Şirketi from YTL 900,000,000 (Nine hundred million New Turkish Liras) to YTL 1,200,000,000 (One billion two hundred million New Turkish Liras) and to cover the amount of YTL 300,000,000 (Three hundred million New Turkish Liras) to be added from the portion of the 1st dividend that has been decided to be added to the equity in accordance with the resolution of the General Assembly and; to apply to the Capital Markets Board in order to obtain a registry document.

 

16.04.2008

At our Company’s Ordinary General Assembly Meeting for year 2007 held on April 16, 2008 at 15:00 p.m., regarding the distribution of the year 2007 profit, it has resolved to distribute to shareholders for each YTL 1 (one) nominal valued share YTL 0.060 gross / YTL 0.051 net (6% gross, 5.1% net from issued share capital) in total YTL 54,000,000 cash dividend and YTL 300,000,000 bonus share increase (at a rate 33.33%).

 

 

15.04.2008

In addition to our disclosure made on April 14, 2008; the Board of Directors has resolved to propose to the General Assembly to distribute from the distributable net profit of 2007 to shareholders for each YTL 1 (one) nominal valued share YTL 0.060 gross / YTL 0.051 net (as being 6% gross, 5.1% net from issued share capital) in total YTL 54,000,000 cash dividend and YTL 300,000,000 bonus share increase (at a rate 33.33%).

 

14.04.2008

he consolidated profit of the Company of the fiscal year ended December 31, 2007 is YTL 747,088,094 and the Board of Directors of our Company has resolved to propose the following to the shareholders at the Ordinary General Assembly Meeting which will convene on April 16, 2008;

a) To retain 5% Legal Reserve Fund from the net profit of the period of the profit and loss statement prepared in accordance with the Tax Procedure Law,

b) After deduction of the 1st Dividend Legal Reserve Fund, out of YTL 476,421,707 being the distributable profit realized from the activities within year 2007, prepared in accordance with the regulations of accounting standards of Capital Markets Board, the outstanding amount be added with the donations made within the relevant year at the amount of YTL 3,846,049 pursuant to the resolution of the Board dated January 10, 2003 and numbered 3/38 regarding “addition of the donations granted during the relevant fiscal year to the net distributable profit for the year and calculating the 1st Dividend from this base” and orientation of practice as such, after which the 1st Dividend be allocated at the amount of YTL 354,000,000 in accordance with the resolution of the Capital Markets Board dated January 18, 2007 and numbered 2/53, that the dividend to be distributed to the holders of ordinary shares being the total amount of YTL 54,000,000 in cash to each share with a nominal value of (YTL 1) at a rate of (YTL 0.3933) gross/net and, the outstanding YTL 300,000,000 in the form of share certificates by way of addition to the share capital,

c) To pay 5% of the remaining profit to the ENKA İnşaat ve Sanayi A.Ş. founder bonus certificate holders in proportion to their shares,

d) To pay 2.5% of the remaining profit, after the articles ‘a’ and ‘b’ above, to the bonus certificate holders of ENKA Holding Yatırım A.Ş. in proportion to their shares,

e) To pay 1% of the remaining profit to the members of the Board of Directors in equal shares,
f) From the remaining to retain YTL 1,759,832 as 2nd Dividend Legal Reserve Fund, and to retain YTL 22,567,104 as Extraordinary Reserve Fund,
g) To add; YTL 300,000,000 1st Dividend which is mentioned in article ‘b’, to the share capital of the company and increase it to YTL 1,200,000,000 from YTL 900,000,000.
h) To start the distribution of the 1st dividend to the ordinary shareholders on May 26, 2008.

 

14.04.2008

The Board of Directors of our Company has unanimously resolved to select and appoint for a term of one year the auditing firm Güney Serbest Muhasebeci Mali Müşavirlik A.Ş. as suggested by our Company’s Audit Committee as the independent auditor of our Company for the fiscal year 2008 pursuant to the Communiqué Regarding the Independent Audit in Capital Markets as announced by the Capital Markets Board of Turkey, and to present such resolution to the approval of the General Assembly of our Company.

 

09.04.2008

The transfer of the shares to Meelakker B.V. of our indirectly owned subsidiary AMOS B.V., which has also been mentioned by our December 18, 2007 and December 24, 2007 dated disclosures, have been completed on April 9, 2008. Our group companies have received EUR 173.7 million against the sale of the shares. The hypermarkets will be transferred in three months’ time. The ultimate sales price will be determined with the inventories of the transfer dates and will appear when all markets have been transferred.

 

08.04.2008

The Consolidated Financial Statements of our Company for the fiscal period ended on December 31, 2007, which have been prepared and issued in accordance with the International Financial Reporting Standards and the Independent Auditors Report prepared thereon, have been completed and presented to the information of investors on our website www.enka.com.

 

03.04.2008

The agreement made by our 100% owned subsidiary ENKA Holding Investment S.A. for the purchase of 50% shares owned by Migros Türk T.A.Ş. in Ramenka Limited Company (“Ramenka”), established in Russia and whose name had changed to OOO EnkaTC, had been made public by our special condition disclosure on September 11, 2007 and the disclosure to the public for the share transfer, expressing that the total sales price was subject to adjustments, was made on November 9, 2007.
Works on the adjustments have been concluded and the remaining amount of the payment due on June 11, 2008 has been determined as USD 127,396,972.

 

28.03.2008

The subsidiary of our Company, ENKA Enerji Üretim A.Ş. has received on March 27, 2008 the EÜ/1517-1/1100 numbered production license as a result of its application to the EPDK (Energy Market Regulatory Authority) for its 800 MW imported coal fired power plant which is planned to be built in İzmir / Aliağa.

 

28.03.2008

The Board of Directors of our Company has unanimously decided on the acceptance of the consolidated financial statements prepared by Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. in accordance with the International Financial Reporting Standards authorized alternatively by the communiqué No: 25, Series: XI, for the fiscal period ended at December 31, 2007, presented to our Board by the Audit Committee of our Company; and to forward them to the Capital Markets Board of Turkey as well as to the Istanbul Stock Exchange.

Above-mentioned consolidated financial statements and the accompanying explanatory notes have been presented to the information of investors on our website www.enka.com.

 

26.03.2008

The Board of Directors of our Company has resolved to hold the Ordinary General Assembly Meeting of the Holders of Ordinary Share Certificates and of Preferred Share Certificates of our Company on Wednesday, April 16, 2008 at 15:00 p.m. at ENKA III. Building Balmumcu – Beşiktaş, Istanbul, in order to discuss the businesses and activities of our Company in 2007 as well as the below-mentioned agenda items:

  1. Election of the Presidential Board
  2. Authorization of the Presidential Board to sign the Minutes of the General Assembly Meeting
  3. Reading and discussing the Annual Report of the Board of Directors and the Report of Auditors, and the Balance Sheet and Income Statement for the fiscal year 2007
  4. Reading and discussing the Report of Independent Auditors
  5. Informing the shareholders about the donations made within the fiscal year 2007
  6. Approval of the balance sheet and income statement accounts of 2007 and the acquittal of the Board Members and Auditors from 2007 activities
  7. Election of the Board Members
  8. Election of the Auditors
  9. Determining the salaries to be paid to the Board Members and Auditors
  10. Determining the distribution of the balance sheet profit of 2007
  11. Discussing the profit distribution policy
  12. Approving the selection of the Independent Auditing Firm
  13. Authorization of the Board Members to engage in businesses mentioned in Articles 334 and 335 of the Turkish Commercial Code
  14. Requests and recommendations

 

21.03.2008

It has been unanimously decided to contribute with YTL 100,000 as a founding partner to a limited company with YTL 10,000,000 equity which will be established in the Bursa Free Trade Zone by our subsidiary Çimtaş Çelik İmalat Montaj ve Tesisat Anonim Şirketi for the improvement of its businesses and activities. Also to charge Attorney Volkan Ziya Hidayetoğlu, Attorney Kerem Seber, Attorney Tolga Yaşar Hidayetoğlu and Attorney Halil Uğursevenler for the establishment procedure and to prepare the necessary power of attorney.

 

15.02.2008

Pursuant to the provisions of the General Communiqué on Income Taxation No: 217, our Company’s Income Statement and Balance Sheet as of December 31, 2007 as enclosed hereto, have been submitted on February 15, 2008 to the Large Taxpayers Tax Office of the Provincial Finance Department as annex to the presented Provisional Tax Declaration, excluding any revenues provided from construction and repair works spread over the years.

 

11.02.2008

It has been decided by majority of votes to act as a guarantor concerning the long-term loans of EUR 10,660,700 that will be utilized by ENKA Pazarlama İhracat İthalat A.Ş. and EUR 10,660,700 that will be utilized by the branch office of ENKA Pazarlama İhracat İthalat A.Ş. situated in the Istanbul Free Trade Zone Leather and Industry (ENKA Pazarlama İhracat İthalat A.Ş. İstanbul Deri ve Endüstri Serbest Bölge Şubesi) by Bayerische Hypo- und Vereinsbank AG, Münich, Germany and to authorize Mr. Haluk Gerçek and Mr. Fikret Güler to sign the guarantee letters.

 

28.01.2008

Regarding the measures to be taken according to the Article 324 of the Turkish Commercial Code, it has been approved to transfer the current account balance of YTL 477,590 of ENET Proje Araştırma ve Müşavirlik A.Ş., the subsidiary of our Company, to the loss fulfillment fund and to make the necessary accounting entries.

 

28.01.2008

ENKA İnşaat ve Sanayi A.Ş. has signed a memorandum of understanding on January 25, 2008, with South Korean company Korea Electric Power Corporation for the cooperation in the nuclear energy field in Turkey.

 

02.01.2008

Borasco Elektrik Üretim Sanayi ve Ticaret A.Ş. (Borasco) has exclusively selected and signed an agreement with ENKA İnşaat ve Sanayi A.Ş. and Bechtel Overseas Corporation for the engineering services of an 890 MW natural gas fired combined cycle power plant to be realized at Samsun-Çarşamba and planned to be put into service until the end of year 2010.

2007

 

20.11.2007

The Board of Directors of our Company has convened on November 20, 2007 and unanimously decided on the acceptance of the consolidated financial statements prepared by the company management in accordance with the International Financial Reporting Standards authorized alternatively by the communiqué No: 25, Series: XI, for the fiscal period ended at September 30, 2007, presented to our Board by the Audit Committee of our Company and to forward them to the Capital Markets Board as well as to the İstanbul Stock Exchange.

 

14.11.2007

Pursuant to the provisions of the General Communiqué on Income Taxation No: 217, our Company’s Income Statement and Balance Sheet as of September 30, 2007 as enclosed hereto, have been submitted on November 14, 2007 to the Foreign Trade Tax Office of the Provincial Finance Department as Annex to the presented Provisional Tax Declaration excluding any revenues provided from construction and repair works spread over the years.

 

09.11.2007

The Agreement for the 50% share purchase from Migros Türk T.A.Ş. by our 100% subsidiary ENKA Holding Investment S.A. of the Limited Liability Company Ramenka (“Ramenka”), which is our subsidiary in Russian Federation was announced with a special condition disclosure on September 11, 2007. Since the preconditions of the agreement have been fulfilled, the share purchase has been completed as of today and the ownership through our affiliated companies in Limited Liability Company Ramenka has been increased to 100%.

For the share purchase, our affiliated company has paid USD 25,000,000 on the agreement date September 11, 2007, and USD 362,250,000 has been paid today, and the remaining amount of payment from the total price of USD 542,500,000 will be paid on June 11, 2008, with the adjustment done on the changes of the net financial indebtness and net working capital of the company as of October 31, 2007.

 

31.10.2007

Our Board of Members have decided by majority of votes to act as a guarantor concerning the long-term loan of USD 120,000,000 that will be utilized to ENKA Holding B.V. by ABN Amro Bank N.V., Amsterdam, the Netherlands, and to authorize Haluk Gerçek and Fikret Güler to sign the necessary documents.

 

22.10.2007

It has been decided by majority of votes to act as a guarantor concerning the long-term loans of EUR 11,422,250 that will be utilized to ENKA Pazarlama İhracat İthalat A.Ş. and EUR 11,422,250 that will be utilized to the branch office of ENKA Pazarlama İhracat İthalat A.Ş. situated in the İstanbul Free Trade Zone Leather and Industry (ENKA Pazarlama İhracat İthalat A.Ş. İstanbul Deri ve Endüstri Serbest Bölge Şubesi) by Bayerische Hypo- und Vereinsbank AG, Münich, Germany and to authorize Haluk Gerçek and Fikret Güler to sign the guarantee letters.

 

21.09.2007

The Extraordinary General Assembly of the Holders of Ordinary Share Certificates and of Preferred Share Certificates of our Company has resolved on September 21, 2007 to amend the article 6 of the Articles of Association of our Company which had been approved by the Capital Markets Board dated August 14, 2007 and numbered 5327 and permitted by T.R. Ministry of Industry and Trade dated August 23, 2007 and numbered 5327. With this amendment our Company’s registered capital has increased from TL 800,000,000 to TL 1,600,000,000.

 

18.09.2007

It has been decided by majority of votes to sign a loan agreement of EUR 175 million with Bayerische Hypo- und Vereinsbank AG for our Company’s non-cash loan needs and to authorize Haluk Gerçek and Fikret Güler to sign all the documents related o this agreement.

 

18.09.2007

ISE has requested a disclosure from our Company regarding the news in the media. After the announcement by our company made on September 14, 2007, there is no progress which requires to be disclosed.

 

14.09.2007

As it has been disclosed by our Company on September 14, 2007, after the share purchase, our shareholding in Limited Liability Company Ramenka will increase to 100%. Our Company has signed a consultancy agreement with Societe Generale Corporate & Investment Bank on September 31, 2007, in order to sell the retail part of Limited Liability Company Ramenka. Any progress regarding this issue will be shared with our shareholders with special condition disclosures.

 

13.09.2007

Regarding the news in the media, during the process of 50% share purchase of our subsidiary Limited Liability Company Ramenka from Migros Türk T.A.Ş., our Company will make the necessary announcements to our shareholders on time in the context of the Communiqué No: 39, Series: VIII, on Special Condition Disclosures of the Capital Markets Board.

 

11.09.2007

The Agreement for the 50% share purchase from Migros Türk T.A.Ş. by our 100% subsidiary ENKA Holding Investment S.A. of the Limited Liability Company Ramenka (“Ramenka”), which is our subsidiary in Russian Federation, has been signed on September 11, 2007. The amount which will be paid against the shares will be determined by the pre-determined enterprise value of USD 1,365,000,000 before the net financial indebtness and net working capital which will be calculated with the balance sheet figures of the closing date.

As it is known, the 50% share of Ramenka is already owned by wholly owned subsidiaries of ENKA İnşaat ve Sanayi A.Ş. and after the completion of the share purchase our shareholding in Ramenka will be increased to 100%.

10.09.2007

The Consolidated Financial Statements prepared by Güney Serbest Muhasebecilik Mali Müşavirlik A.Ş. and presented to our Board of Directors by the Audit Committee of our Company prepared in accordance with the International Financial Reporting Standards authorized alternatively by the communiqué numbered No: 25, Series: XI, for the fiscal period ended at June 30, 2007, and the Audited Consolidated Financial Statements of our Company for the fiscal period ended at June 30, 2007, which have been prepared and issued in accordance with the International Financial Reporting Standards and the explanatory notes to the financial statements, have been presented to the information of investors on our website www.enka.com.

 

07.09.2007

The Board of Directors of our Company has convened on September 7, 2007 and unanimously decided on the acceptance of the consolidated financial statements prepared in accordance with the International Financial Reporting Standards authorized alternatively by the communiqué No: 25, Series: XI, for the fiscal period ended at June 30, 2007, presented to our Board by the Audit Committee of our Company and to forward them to the Capital Markets Board of Turkey as well as to the İstanbul Stock Exchange.

Above-mentioned consolidated financial statements and the explanatory notes to the financial statements have been presented to the information of investors on our website www.enka.com.

 

27.08.2007

The Board of Directors of our Company has convened on August 27, 2007 and decided to hold the Extraordinary General Assembly Meeting of the holders of ordinary share certificates and of preferred share certificates of our company on Friday, September 21, 2007 at 11:00 a.m. at ENKA III. Building Balmumcu, Beşiktaş, İstanbul, with the below-mentioned agenda items:

 

AGENDA

  1. Election of the presidential board
  2. Authorization of the presidential board for signing the minutes of the general assembly meeting
  3. Submitting the draft amendment of article 6 of the Articles of Association which has been approved by the Capital Markets Board (the letter dated August 14, 2007 and numbered 5327 from CMB) and permission received from T.R. Ministry of Industry and Trade (the letter dated August 23, 2007 and numbered 5327 from T.R. Ministry of Industry and Trade) to the approbation of the General Assembly
  4. Requests and recommendation

 

20.08.2007

The Capital Markets Board has approved to amend article 6 of the Articles of Association of our company by increasing the ceiling of the registered capital from TL 800,000,000 to TL 1,600,000,000 with the resolution dated August 09, 2007 and numbered 29/820.

 

14.08.2007

Pursuant to the provisions of the General Communiqué on Income Taxation No: 217, our company’s Income Statement and Balance Sheet as of June 30, 2007 as enclosed hereto, has been submitted on August 14, 2007 to the Foreign Trade Tax Office of the Provincial Finance Department as Annex to the presented Provisional Tax Declaration excluding any revenues provided from construction and repair work spread over the years.

 

09.07.2007

Our subsidiary, ENKA Enerji Üretim Anonim Şirketi, has applied to the Energy Market Regulatory Authority for constructing an imported coal fired power plant with installed capacity of 800 MW at Aliağa in İzmir. Further announcement to the public will be done if the license is received.

 

05.07.2007

The Board of Directors of our Company has convened on July 4, 2007, and unanimously resolved to amend article 6 of the Articles of Association of the Company by increasing the ceiling of the registered capital to 1,600,000,000 TL and to apply to the Capital Markets Board for the necessary approvals.

 

30.05.2007

With the authorization given with article 6 of the Articles of Association of our company and with the resolution of the Board of Directors of the company dated April 27, 2007, number 697, it has been decided that:

  1. The issued capital of the company will be increased from 600,000,000 TL to 900,000,000 TL
  2. The increased capital of 300,000,000 TL will be distributed, starting with 30.05.2007
  3. The Capital Markets Board will be informed that the transactions have been completed in compliance with the procedures
  4. The necessary documents will be received from the Capital Markets Board and the company’s issued capital will be registered as 900,000,000 TL

 

28.05.2007

The updated information regarding the application to the Capital Markets Board was announced on May 22, 2007. On May 28, 2007, we have received the Board Registration Certificate from Capital Markets Board, dated May 28, 2007 and numbered 34/566. The distribution operation of bonus shares, which will be performed by increasing the share capital of the Company, will start on May 30, 2007. The Board Registration Certificate will be published on two daily national newspapers on May 29, 2007, and after the distribution our share capital will be increased 50% form TL 600,000,000 to TL 900,000,000.

 

25.05.2007

The consolidated financial statements of our company for the fiscal period ended at March 31, 2007, which have been prepared and issued in accordance with the International Financial Reporting Standards and the explanatory notes to the financial statements, have been completed and presented to the information of investors on our website www.enka.com.

 

25.05.2007

The Board of Directors of our Company has convened on May 25, 2007 and unanimously decided on the acceptance of the consolidated financial statements prepared in accordance with the International Financial Reporting Standards authorized alternatively by the “Accounting Standards in Capital Markets” communiqué, numbered No: 25, Series: XI, belonging to March 31, 2007 interim fiscal year, presented to our board by the audit committee of our company and to forward them to the Capital Markets Board of Turkey as well as to the İstanbul Stock Exchange.

 

23.05.2007

For the knowledge of our shareholders, the cash dividend distribution of year 2006 which will be paid by our company on May 24, 2007, in the gross rate of 7.5% and by deducting 15% withholding tax for the securities income according to the Income Tax Law the net rate of 6.375% has been reached.

 

22.05.2007

Dividend distribution decision taken in 2006 Ordinary General Assembly held on April 20, 2007, had already been announced. The application made to the Capital Markets Board, in order to obtain a registry document for the shares to be issued, regarding the share increase covered by the portion of the 1st dividend of year 2006 to be added to the equity together with other sources, has not been finalized yet. In this context, regarding the resolution of the Ordinary General Assembly Meeting, the distribution of cash dividend of the 1st dividend to ordinary share holders (gross rate of 7.5%, net rate of 6.37% for each TL 1 nominal valued share) will start on May 24, 2007. The distribution principals of the portion which will be distributed regarding the capital increase will be announced separately when our application is concluded.

 

14.05.2007

Pursuant to the provisions of the General Communiqué on Income Taxation No: 217, our Company’s Income Statement and Balance Sheet as of March 31, 2007 as enclosed hereto, have been submitted on May 14, 2007 to the Foreign Trade Tax Office of the Provincial Finance Department as Annex to the presented Provisional Tax Declaration excluding any revenues provided from construction and repair works spread over the years.

 

27.04.2007

By taking into consideration the decisions taken at the year 2006 Ordinary General Assembly held on April 20, 2007, it has been unanimously decided; to increase the capital of ENKA İnşaat ve Sanayi Anonim Şirketi from TL 600,000,000 (Six hundred million New Turkish Liras) to TL 900,000,000 (Nine hundred million New Turkish Liras) and to cover the amount of TL 300,000,000 (Three hundred million New Turkish Liras) to be added as specified below:

TL 131,000,000 from the extraordinary reserves after the distribution of the year 2006 dividends,
TL 9,763,461 from the extraordinary reserves of 2005,
TL 11,907,267 from the profit of the previous years,
TL 2,329,272 from the profit of land sale,
TL 145,000,000 from the portion of the 1st dividend that has been decided to be added to the equity in accordance with the resolution of the General Assembly and to apply to the Capital Markets Board in order to obtain a registry document.

 

24.04.2007

The below mentioned Profit Distribution Policy was discussed at the General Assembly Meeting held on April 20, 2007:

Our Board of Directors proposes the profit distribution proposal to the General Assembly Meeting as considering company’s performance for that year, economic conditions, completed projects, investments and the cash flow.

When the previous years’ profit distribution percentages of our company were examined, it is seen that the level is higher than the minimum profit distribution percentages applied by Capital Markets Board and it has also been satisfactory even in the period before the Capital Markets Board applied compulsory profit distribution. We foresee that this policy will be continuing in the year 2007 and following years.

 

20.04.2007

At our Company’s Ordinary General Assembly Meeting for year 2006 held on April 20, 2007 at 15:00 p.m., regarding the distribution of the year 2006 profit, it was resolved to distribute a cash dividend at a gross rate of 7.5% as well as bonus share of 24.16% to each share held and to start the distribution on May 24, 2007.

 

SCHEDULE OF DIVIDENDS OF 2006 TO BE DISTRIBUTED TO ORDINARY SHARE CERTIFICATES

DIVIDENDS TO BE DISTRIBUTED IN CASH
TOTAL AMOUNT OF DIVIDEDS (TL)DIVIDENDS EQUIVALENT TO EACH SHARE WITH A NOMINAL VALUE OF TL 1DIVIDEND PAYMENT DATE
AMOUNT (TL)RATE (%)
GROSS VALUE 45,000,0000.075 7.5
NET VALUE0.075 7.5May 24, 2006

 

DIVIDENDS TO BE DISTRIBUTED AS SHARE CERTIFICATES
TOTAL AMOUNT OF DIVIDENDS (TL) PROPORTION TO CAPITAL (%)
145,000,00024.16

 

18.04.2007

The Board of Directors of our Company has convened, and unanimously resolved to propose the below dividend distribution proposal to the Ordinary General Assembly Meeting.

DIVIDEND DISTRIBUTION PROPOSAL
The consolidated profit of the Company of the fiscal year ended as at December 31, 2006 is TL 587,775,575. The Board of Directors of our company has resolved to propose;

a. To retain 5% Legal Reserve Fund from the net profit of the period of the profit and lost statement prepared in accordance with the Tax Procedure Law,

b. After deduction of the 1st Dividend Legal Reserve Fund, out of TL 310,633,392 being the distributable profit realized from the activities within year 2006, prepared in accordance with the regulations of accounting standards of Capital Markets Board, the outstanding amount be added with the donations made within the relevant year at the amount of TL 3,452,356 pursuant to the resolution of the Board dated January 10, 2003 and numbered 3/38 regarding “addition of the donations granted during the relevant fiscal year to the net distributable profit for the year and calculating the 1st Dividend from this base” and orientation of practice as such, after which the 1st Dividend be allocated at the amount of TL 190,000,000 in accordance with the resolution of the Capital Markets Board dated January 18, 2007 and numbered 2/53, that the dividend be distributed to the holders of ordinary shares being the total amount of TL 45,000,000 in cash to each share with a nominal value of (TL 1) at a rate of (TL 0.075) gross/net and, the outstanding TL 145,000,000 in the form of share certificates by way of addition to the share capital,

c. To pay 5% of the remaining profit to the ENKA İnşaat ve Sanayi A.Ş. founder bonus certificate holders in proportion to their shares,

d. To pay 2.5% of the remaining profit, after the articles ‘a’ and ‘b’ above, to the bonus certificate holders of ENKA Holding Yatırım A.Ş. in proportion to their shares,

e. To pay 1% of the remaining profit to the members of the Board of Directors in equal shares,

f. From the remaining to retain TL 2,368,714 as 2nd Dividend Legal Reserve Fund, and to retain TL 131,860,376 as Extraordinary Reserve Fund,

g. To add;
– TL 131,000,000 from the profit of the year 2006 after the allocation of the 1st Dividend,
– TL 2,329,272 from the profit of land sale,
– TL 9,763,461 from the Extraordinary Reserve Fund of 2005,
– TL 11,907,267 from the profit of previous years,
– TL 145,000,000 1st Dividend which is mentioned in article ‘b’,
to the share capital of the company and increase it to TL 900,000,000 from TL 600,000,000.

h. To start the distribution of the 1st dividend to the ordinary shareholders on May 24, 2007,

to the shareholders at the Ordinary General Assembly Meeting which will convene on April 20, 2007.

 

03.04.2007

The Consolidated Financial Statements of our Company for the fiscal period ended on December 31, 2006, which have been prepared and issued in accordance with the International Financial Reporting Standards and the Independent Auditors Report prepared thereon, have been completed and presented to the information of investors on our website www.enka.com.

 

29.03.2007

The Board of Directors of our Company have resolved being a guarantor for the long term loan of JPY 4.000.000.000 signed between ENKA Pazarlama İhracat İthalat A.Ş.’s Mersin Free Zone Branch (ENKA Pazarlama İhracat İthalat A.Ş. Mersin Serbest Bölge Şubesi) and JAPAN BANK FOR INTERNATIONAL COOPERATION (JBIC), Japan on March 15, 2007, and decided to authorize Mr. Öcal Özpınar and Mr. Fikret Güler to sign the guarantee letter and being a guarantor for the long term loan of JPY 3,000,000,000 signed between ENKA Pazarlama İhracat İthalat A.Ş. and JAPAN BANK FOR INTERNATIONAL COOPERATION (JBIC), Japan on March 15, 2007, and decided to authorize Mr. Öcal Özpınar and Mr. Fikret Güler to sign the guarantee letter.

 

28.03.2007

The Board of Directors of our company has resolved to hold the Ordinary General Assembly Meeting of the holders of Ordinary Share Certificates and of Preferred Share Certificates of our company on Friday, April 20, 2007 at 15:00 p.m. at ENKA III. Building Balmumcu – Beşiktaş, İstanbul, in order to negotiate and discuss the businesses and activities of our company in 2006 as well as the below-mentioned agenda items:

  1. Election of the Presidential Board
  2. Authorization of the Presidential Board for signing the Minutes of the General Assembly Meeting
  3. Reading and discussing the Annual Report of the Board of Directors and the Report of Auditors, and the Balance Sheet and Income Statement for the fiscal year 2006
  4. Reading and discussing the Report of Independent Auditors
  5. Informing the shareholders about the donations made within the fiscal year 2006
  6. Approval of the balance sheet and income statement accounts of 2006 and the acquittal of the Board Members and Auditors from 2006 activities
  7. Election of the Board Members
  8. Election of the Auditors
  9. Determining the salaries to be paid to the Board Members and Auditors
  10. Determining the distribution of the balance sheet profit of 2006
  11. Discussing the profit distribution policy
  12. Approving the selection of the Independent Auditing Firm
  13. Authorization of the Board Members to engage in businesses mentioned in Articles 334 and 335 of the Turkish Commercial Code
  14. Requests and recommendations

 

27.03.2007

The Board of Directors of our Company have unanimously resolved to elect and appoint for a term of one year the auditing firm Güney Serbest Muhasebeci Mali Müşavirlik A.Ş. that is suggested by our Company’s Audit Committee as the independent auditor of our Company for the fiscal year 2007 pursuant to the Communiqué Regarding the Independent Audit in Capital Markets as announced by the Capital Markets Board of Turkey, and to present such resolution to the approval of the General Assembly of our Company.

 

23.03.2007

The Board of Directors of our Company has unanimously decided on March 23, 2007 to approbate the Financial Statements of December 31, 2005 prepared and issued by the independent auditing firm, Güney Serbest Muhasebecilik Mali Müşavirlik A.Ş. and presented by our Audit Committee to the Board of Directors of our Company, which Financial Statements have been prepared and issued in accordance with the Communiqué No: 25, Series: XI of the Capital Markets Board of Turkey; and to forward them to the Capital Markets Board of Turkey as well as to the İstanbul Stock Exchange.

The related financial statements and the accompanying explanatory notes have been published and presented on our website www.enka.com for the information of investors.

 

16.03.2007

The comments made to the Reuters News Agency, by our General Manager Mr. Haluk GERÇEK, include the estimated information and our audited Consolidated Financial Statements as of December 31, 2006 will be announced on March 23, 2007. The comments are expected to be in compliance with the figures which will be finalized.

 

14.02.2007

Pursuant to the provisions of the General Communiqué on Income Taxation No: 217, our company’s Income Statement and Balance Sheet as of December 31, 2006 as enclosed hereto, have been submitted on February 14, 2007 to the Foreign Trade Tax Office of the Provincial Finance Department as Annex to the presented Provisional Tax Declaration excluding any revenues provided from construction and repair works spread over the years.