SPECIAL CONDITION DISCLOSURES

 

Years

2018

17.04.2018

Notification Regarding Capital Increase – Decrease

Summary Info
Capital Market Board Application
Update Notification Flag
No
Correction Notification Flag
No
Postponed Notification Flag
No

Board Decision Date
12.04.2018
Authorized Capital (TL)
6.000.000.000
Paid-in Capital (TL)
4.600.000.000
Target Capital (TL)
5.000.000.000

 

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
ENKAI, TREENKA00011
4.600.000.000
400.000.000
8,69565
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
4.600.000.000
400.000.000,000
8,69565

 

Other Aspects To Be Notified
Capital Market Board Application Date
17.04.2018

 

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.

 

12.04.2018

Notification Regarding Capital Increase – Decrease

Summary Info

The Resolution of The Board of Directors Regarding Capital Increase
Related Companies
[]
Related Funds

 

Notification Regarding Capital Increase/Decrease
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
Board Decision Date
12/04/2018
Paid-in Capital (TL)
4600000000
Paid-in Capital After Increase/Decrease (TL)
5000000000
Amount Of Rights Issue (TL)
0
Preemtive Rights Amount (TL)
0
Amount Of Private Placament (TL)
0
Preemtive Rights Price (TL)
0
Explanation Regarding Private Placement
Rate Of Rights Issue (%)
% 0
Amount Of Bonus Issue (TL)
400000000
Rate Of Bonus Issue (%)
% 8,6956
Amount Of Capital Decrease (TL)
0
Rate Of Capital Decrease (%)
% 0
Rights / Bonus Issue Ex-Date
Preemtive Rights Exercise End Date
Paid-in Capital Decrease Ex-Date
Date Of Registry
Explanations

The Board of Directors of our Company resolved, as a result of the resolutions of the Ordinary General Assembly for the year 2017 of our Company as held on 28.03.2018, 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 4,600,000,000 (Four Billion Six Hundred Million Turkish Liras) to TL 5,000,000,000 (Five Billion Turkish Liras) by increasing it 8,6956%; and to cover TL 170,000,000  of such increased amount of TL 400,000,000 (Four Hundred Million Turkish Liras) from the 1st Dividends of 2017, a further total of TL 230,000,000 from the 2nd Dividends and for this purpose, to issue to a total of 4,600,000,000 holders of Registered Nominal Shares, bonus shares free of charge in proportion to their shares at a rate of 8,6956% of each share they hold; and to issue the respective share certificates representing such increased part in the Share Capital as Registered Nominal Shares; 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.)

 

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.

 

12.04.2018

Notification Regarding Capital Increase – Decrease

Summary Info
Date Of Registry
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
Number of Articles of Association Item To Be Amended
6
Capital Market Board Application Date Regarding Articles of Association
04.04.2017
Capital Market Board Application Result Regarding Articles of Association
APPROVAL
Capital Market Board Approval Date Regarding Articles of Association
24.04.2017
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
Date Of Registry
02.05.2017

 

Additional Explanations

 

 

02.04.2018

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
01.01.2017
End of The Fiscal Period
31.12.2017
Decision Date
02.03.2018
General Assembly Date
28.03.2018
General Assembly Time
14:00
Record Date
27.03.2018
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 2017,
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 2017 under the framework of Company’s current Donation and Aid Policy,
5 – Approval of Balance Sheet and Income Statement Accounts of 2017,
6 – Acquittal and release of the Board Members due to the Company’s activities for the fiscal year 2017,
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 – Presentation to the approval of the shareholders, of the draft of amendments to the Article 6 and Article 27 of the Articles of Association of the Company which have been approved by the Capital Markets Board and the Ministry of Customs and Trade,
10 – Approval of the selection of the Independent Auditors recommended as KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. by the Board of Directors,
11 – Regarding the regulations of Capital Markets Board, making decision on distribution of the Balance Sheet profit of 2017 according to the current Profit Distribution Policy of the Company,
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 2018 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 2018, if no sufficient profits are realized or even losses are suffered at the end of the fiscal year 2018,
15 – Informing the shareholders about shares buyback in accordance with the disclosure of the Capital Markets Board of Turkey (the Board) in order to protect the interests of minority shareholders,
16 – 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 2017,
17 – 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 and list of attendees are enclosed (In Turkish).
•The Annual Report of the Board of Directors and the Financial Statements for the fiscal year 2017 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 2017;
•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; Mehmet Mete BAŞOL and Fatih Osman TAR have been elected as the independent non-executive members of the Board.
• KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. has been selected as the independent audit firm in accordance with the proposal of the Board of Directors.
•The 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 2018.

(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
02.04.2018
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.

 

30.03.2018

Board of Directors’ Subcommitee

Summary Info

Board of Directors’ Subcommitees
Related Companies
[]
Related Funds
Board Of Directors’ Subcommitees
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

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

Audit Committee;

Fatih Osman Tar (Chairman)

Mehmet Mete Başol (Member)

Corporate Governance Committee;

Fatih Osman Tar(Chairman)

Erdoğan Turgut (Member)

Gizem Özsoy (Member)

Early Identification of Risks Committee;

Mehmet Mete Başol (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.)

 

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.

28.03.2018

Notification Regarding Dividend Payment

Summary Info Dividend Distribution
Update Notification Flag Yes
Correction Notification Flag No
Postponed Notification Flag No
Board Decision Date 02.03.2018
Date of Related General Assembly 28.03.2018
Was The Issue of Dividend Payment Negotiated? Discussed
Type of Cash Dividend Payment Payment In Advance
Currency Unit TRY
Type of Stock Dividend Payment Will be paid
Amount and Rate of Cash Dividend Payment
 

Share Group Info Payment Cash 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, TREENKA00029 Payment In Advance 0,12 12 0,10912 10,912
B Grubu, ENKAI, TREENKA00011 Payment In Advance 0,12 12 0,10912 10,912
Cash Dividend Payment Dates
Payment Proposed
Ex-Dividend Date
Final
Ex-Dividend Date
Payment Date Record Date
Payment In Advance 17.04.2018 17.04.2018 19.04.2018 18.04.2018
Amount and Rate of Cash Dividend Stock Dividend Payment
 

Share Group Info Amount of Stock Dividend (TL) Rate of Stock Dividend (%)
A Grubu, İşlem Görmüyor, TREENKA00029 1,015 8,69751
B Grubu, ENKAI, TREENKA00011 399.999.998,985 8,69565
Additional Explanations
Our Board of Directors resolved, after the analysis of Consolidated Balance Sheet and Profit – Loss statements for the year 2017, 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, 2017 to December 31, 2017 as;

Advance Dividend paid to the share certificate holders 349,000,000 TL

To the share certificate holders (as Cash) 552,000,000 TL

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

To the bonus certificate holders 32,348,238 TL

to distribute 552.000.000 TL cash dividend starting from April 17, 2018, by taking into account the legal status of the shareholders representing the 4,600,000,000 TL equity, as being 12.00% gross and 10.9120% 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. 01.01.2017/31.12.2017 Period Dividend Payment Table (TL)
1.Paid-In / Issued Capital 4.600.000.000
2. Total Legal Reserves (According to Legal Records) 790.560.371
* Based on CMB Regulations Based on Legal Records
3. Current Period Profit 3.189.661.000 1.660.388.679
4. Taxes Payable (-) 587.529.000 79.009.902
5. Net Current Period Profit 2.567.736.000 1.581.378.777
6. Losses in Previous Years (-) 0 0
7. Primary Legal Reserve (-) 79.068.939 79.068.939
8. NET DISTRIBUTABLE CURRENT PERIOD PROFIT 2.488.667.061 1.502.309.838
Dividend Advance Distributed (-) 349.000.000 0
Dividend Advance Less Net Distributable Current Period Profit 2.139.667.061 0
9. Donations Made during the Year ( + ) 18.869.948 0
10. Donation-Added Net Distributable Current Period Profit on which First Dividend Is Calculated 2.158.537.009 0
11. First Dividend to Shareholders 0 0
* Cash 552.000.000 0
* Stock 170.000.000 0
12. Dividend Distributed to Owners of Privileged Shares 0 0
13. Other Dividend Distributed 0 0
* To the Employees 0 0
* To the Members of the Board of Directors, 0 0
* To None Shareholders 0 0
14. Dividend to Owners of Redeemed Shares 32.348.238 0
15. Second Dividend to Shareholders 230.000.000 0
16. Secondary Legal Reserves 70.334.824 0
17. Statutory Reserves 0 0
18. Special Reserves 0 0
19. EXTRAORDINARY RESERVES 1.084.984.000 98.626.776
20. Other Distributable Resources 0 0
Dividend Rates Table
Share Group CASH DIVIDEND AMOUNT (TL) – NET STOCK 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 Grubu 2,08 1,01 0 0,265 26,5
B Grubu 819.314.469,03 399.999.998,99 49 0,265 26,5
TOTAL 819.314.471,11 400.000.000 49 0,265 26,5
Dividend Payment Table Explanation
349.000.000 TL out of 901.000.000TLcash dividend had been distributed as Advance Dividend of 2017 by applying a witholding tax of 15% further to the Board of Directors’ resolution. For 552.000.000 TL gross, and 501.955.148 TL net which will be distributed from the year end profit, at a rate of 12,00% gross and 10,9120% net for each 1 TL nominal valued share, a witholding tax of 9,0661% 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 8,6956%; 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.)

 

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.

 

28.03.2018

Notification Regarding General Assembly Meeting

 

05.03.2018

Determination of Independent Audit Company

Summary Info

Appointment of Independent Auditor for year 2018

Related Companies

Related Funds

Determination of Independent Audit Company
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
Title of Independent Audit Company
KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.(the Turkish member firm of KPMG International Cooperative, a Swiss entity)
Audit Period
2018
Date of General Meeting in which Audit Company was Approved
Official Registration Date
Date and Number of Official Commercial Registy Newspaper for Registration

Explanations

The Board of Directors has resolved to select the auditing firm KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as the independent auditor of our Company for auditing 2018 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.)

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.

 

05.03.2018

Determination of Independent Audit Company

Summary Info

Appointment of Independent Auditor for year 2018

Related Companies

Related Funds

Determination of Independent Audit Company
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
Title of Independent Audit Company
KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.(the Turkish member firm of KPMG International Cooperative, a Swiss entity)
Audit Period
2018
Date of General Meeting in which Audit Company was Approved
Official Registration Date
Date and Number of Official Commercial Registy Newspaper for Registration

Explanations

The Board of Directors has resolved to select the auditing firm KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as the independent auditor of our Company for auditing 2018 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.)

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.

 

05.03.2018

Notification Regarding Dividend Payment

Summary Info
Dividend Distribution Proposal
Update Notification Flag
No
Correction Notification Flag
No
Postponed Notification Flag
No

 

Board Decision Date
02.03.2018
Type of Cash Dividend Payment
Payment In Advance
Currency Unit
TRY
Type of Stock Dividend Payment
Will be paid

 

Amount and Rate of Cash Dividend Payment

Share Group Info
Payment
Cash 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, TREENKA00029
Payment In Advance
0,12
12
0,10912
10,912
B Grubu, ENKAI, TREENKA00011
Payment In Advance
0,12
12
0,10912
10,912

 

Cash Dividend Payment Dates

Payment
Proposed
Ex-Dividend Date
Final
Ex-Dividend Date
Payment Date
Record Date
Payment In Advance
17.04.2018
19.04.2018
18.04.2018

 

Amount and Rate of Cash Dividend Stock Dividend Payment

Share Group Info
Amount of Stock Dividend (TL)
Rate of Stock Dividend (%)
A Grubu, İşlem Görmüyor, TREENKA00029
1,015
8,69751
B Grubu, ENKAI, TREENKA00011
399.999.998,985
8,69565

 

Additional Explanations

Our Board of Directors resolved, after the analysis of Consolidated Balance Sheet and Profit – Loss statements for the year 2017, 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, 2017 to December 31, 2017 as;

Advance Dividend paid to the share certificate holders 349,000,000 TL

To the share certificate holders (as Cash) 552,000,000 TL

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

To the bonus certificate holders 32,348,238 TL

to distribute 552.000.000 TL cash dividend starting from April 17, 2018, by taking into account the legal status of the shareholders representing the 4,600,000,000 TL equity, as being 12.00% gross and 10.9120% 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. 01.01.2017/31.12.2017 Period Dividend Payment Table (TL)

1.Paid-In / Issued Capital
4.600.000.000
2. Total Legal Reserves (According to Legal Records)
790.560.371

 

*
Based on CMB Regulations
Based on Legal Records
3. Current Period Profit
3.189.661.000
1.660.388.679
4. Taxes Payable (-)
587.529.000
79.009.902
5. Net Current Period Profit
2.567.736.000
1.581.378.777
6. Losses in Previous Years (-)
0
0
7. Primary Legal Reserve (-)
79.068.939
79.068.939
8. NET DISTRIBUTABLE CURRENT PERIOD PROFIT
2.488.667.061
1.502.309.838
Dividend Advance Distributed (-)
349.000.000
0
Dividend Advance Less Net Distributable Current Period Profit
2.139.667.061
0
9. Donations Made during the Year ( + )
18.869.948
0
10. Donation-Added Net Distributable Current Period Profit on which First Dividend Is Calculated
2.158.537.009
0
11. First Dividend to Shareholders
0
0
* Cash
552.000.000
0
* Stock
170.000.000
0
12. Dividend Distributed to Owners of Privileged Shares
0
0
13. Other Dividend Distributed
0
0
* To the Employees
0
0
* To the Members of the Board of Directors,
0
0
* To None Shareholders
0
0
14. Dividend to Owners of Redeemed Shares
32.348.238
0
15. Second Dividend to Shareholders
230.000.000
0
16. Secondary Legal Reserves
70.334.824
0
17. Statutory Reserves
0
0
18. Special Reserves
0
0
19. EXTRAORDINARY RESERVES
1.084.984.000
98.626.776
20. Other Distributable Resources
0
0

 

Dividend Rates Table

Share Group
CASH DIVIDEND AMOUNT (TL) – NET
STOCK 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 Grubu
2,08
1,01
0
0,265
26,5
B Grubu
819.314.469,03
399.999.998,99
49
0,265
26,5
TOTAL
819.314.471,11
400.000.000
49
0,265
26,5

 

Dividend Payment Table Explanation

349.000.000 TL out of 901.000.000TLcash dividend had been distributed as Advance Dividend of 2017 by applying a withholding tax of 15% further to the Board of Directors’ resolution. For 552.000.000 TL gross, and 501.955.148 TL net which will be distributed from the year end profit, at a rate of 12,00% gross and 10,9120% net for each 1 TL nominal valued share, a withholding tax of 9,0661% 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 8,6956%; 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.)

 

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.

 

05.03.2018

Notification Regarding General Assembly Meeting

Summary Info
Ordinary General Assembly Notice
Update Notification Flag
No
Correction Notification Flag
No
Postponed Notification Flag
No

 

 

General Assembly Invitation

Type of General Assembly
Annual
Begining of The Fiscal Period
01.01.2017
End of The Fiscal Period
31.12.2017
Decision Date
02.03.2018
General Assembly Date
28.03.2018
General Assembly Time
14:00
Record Date
27.03.2018
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 2017,
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 2017 under the framework of Company’s current Donation and Aid Policy,
5 – Approval of Balance Sheet and Income Statement Accounts of 2017,
6 – Acquittal and release of the Board Members due to the Company’s activities for the fiscal year 2017,
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 – Presentation to the approval of the shareholders, of the draft of amendments to the Article 6 and Article 27 of the Articles of Association of the Company which have been approved by the Capital Markets Board and the Ministry of Customs and Trade,
10 – Approval of the selection of the Independent Auditors recommended as KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. by the Board of Directors,
11 – Regarding the regulations of Capital Markets Board, making decision on distribution of the Balance Sheet profit of 2017 according to the current Profit Distribution Policy of the Company,
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 2018 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 2018, if no sufficient profits are realized or even losses are suffered at the end of the fiscal year 2018,
15 – Informing the shareholders about shares buyback in accordance with the disclosure of the Capital Markets Board of Turkey (the Board) in order to protect the interests of minority shareholders,
16 – 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 2017,
17 – Requests and recommendations.

 

Corporate Actions Involved In Agenda

Dividend Payment
Advance Dividend Payment

General Assembly Invitation Documents

 

Additional Explanations

The Ordinary General Assembly of the Holders of Ordinary Share Certificates of our Company will be held on March 28, 2018 Wednesday at 14:00 p.m. and the Ordinary General Assembly Meeting of the Holders of Privileged Share Certificates thereof also on March 28, 2018 Tuesday 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 2017 as well as the above-mentioned items of the Agenda of such General Assembly Meetings.

There is no necessity for our shareholders for blocking their shares at 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 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 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 represented 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 2017, 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 Public Disclosure Platform 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.

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.

 

16.02.2018

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 Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Announcement Content
Period Covered In Financial Statement
01012017 – 31122017
Government Authority To Which Financial Statement Was Submitted
Large Taxpayers Office
Submission Reason
Temporary Tax Declaration
Submission Date Of Financial Statement
16/02/2018
Explanations

The attached Income Statement of our company for the period 01.01.2017 – 31.12.2017 which has not been prepared in accordance with the Capital Markets Regulations, has been submitted in the Provisional Tax Declaration.

ATTACHMENT: ENKAI 2017 4 GECICI VERGI GELIR TABLOSU.pdf

 

12.02.2018

Shares Transaction Notification

Summary Info

Share buyback transactions

Related Companies

Related Funds

Shares Transaction Notification
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 16.01.2018, 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)
12/02/2018
Alım (Buy)
150.000
5,58
837.000
22.500.000
% 0,489
22.650.000
% 0,492
12/02/2018
Alım (Buy)
150.000
5,59
838.500
22.650.000
% 0,492
22.800.000
% 0,496
12/02/2018
Alım (Buy)
200.000
5,6
1.120.000
22.800.000
% 0,496
23.000.000
% 0,5

 

 

09.02.2018

Shares Transaction Notification

Summary Info

Share buyback transactions

Related Companies

Related Funds

Shares Transaction Notification
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 16.01.2018, 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)
09/02/2018
Alım (Buy)
12.656
5,52
69.861,12
22.076.420
% 0,48
22.089.076
% 0,48
09/02/2018
Alım (Buy)
25.875
5,53
143.088,75
22.089.076
% 0,48
22.114.951
% 0,481
09/02/2018
Alım (Buy)
100.489
5,54
556.709,06
22.114.951
% 0,481
22.215.440
% 0,483
09/02/2018
Alım (Buy)
210.435
5,55
1.167.914,25
22.215.440
% 0,483
22.425.875
% 0,488
09/02/2018
Alım (Buy)
74.125
5,56
412.135
22.425.875
% 0,488
22.500.000
% 0,489

 

08.02.2018

Shares Transaction Notification

Summary Info

Share buyback transactions

Related Companies

Related Funds

Shares Transaction Notification
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 16.01.2018, 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)
08/02/2018
Alım (Buy)
176.420
5,51
972.074,2
21.900.000
% 0,476
22.076.420
% 0,48

 

07.02.2018

Shares Transaction Notification

Summary Info

Share buyback transactions

Related Companies

Related Funds

Shares Transaction Notification
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 16.01.2018, 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)
07/02/2018
Alım (Buy)
300.000
5,53
1.659.000
21.300.000
% 0,463
21.600.000
% 0,470
07/02/2018
Alım (Buy)
250.000
5,54
1.385.000
21.600.000
% 0,470
21.850.000
% 0,475
07/02/2018
Alım (Buy)
50.000
5,55
277.500
21.850.000
% 0,475
21.900.000
% 0,476

 

06.02.2018

Shares Transaction Notification

Summary Info

Share buyback transactions

Related Companies

Related Funds

Shares Transaction Notification
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 16.01.2018, 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)
06/02/2018
Alım (Buy)
40.321
5,48
220.959,08
20.700.000
% 0,450
20.740.321
% 0,451
06/02/2018
Alım (Buy)
159.679
5,5
878.234,5
20.740.321
% 0,451
20.900.000
% 0,454
06/02/2018
Alım (Buy)
200.000
5,51
1.102.000
20.900.000
% 0,454
21.100.000
% 0,459
06/02/2018
Alım (Buy)
200.000
5,52
1.104.000
21.100.000
% 0,459
21.300.000
% 0,463

 

05.02.2018

Shares Transaction Notification

Summary Info

Share buyback transactions

Related Companies

Related Funds

Shares Transaction Notification
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 16.01.2018, 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)
05/02/2018
Alım (Buy)
100.000
5,62
562.000
20.150.000
% 0,438
20.250.000
% 0,44
05/02/2018
Alım (Buy)
450.000
5,63
2.533.500
20.250.000
% 0,44
20.700.000
% 0,45

 

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.

 

02.02.2018

Shares Transaction Notification

Summary Info

Share buyback transactions

Related Companies

Related Funds

Shares Transaction Notification
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 16.01.2018, 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)
02/02/2018
Alım (Buy)
100.000
5,62
562.000
19.600.000
% 0,426
19.700.000
% 0,428
02/02/2018
Alım (Buy)
450.000
5,63
2.533.500
19.700.000
% 0,428
20.150.000
% 0,438

 

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.

 

31.01.2018

Shares Transaction Notification

Summary Info

Share buyback transactions

Related Companies

Related Funds

Shares Transaction Notification
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 16.01.2018, 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)
31/01/2018
Alım (Buy)
500.000
5,65
2.825.000
19.100.000
% 0,415
19.600.000
% 0,426

 

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.

 

22.01.2018

Shares Transaction Notification

Summary Info

Share buyback transactions

Related Companies

Related Funds

Shares Transaction Notification
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 16.01.2018, 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)
22/01/2018
Alım (Buy)
438.677
5,64
2.474.138,28
18.511.323
% 0,402
18.950.000
% 0,412
22/01/2018
Alım (Buy)
150.000
5,65
847.500
18.950.000
% 0,412
19.100.000
% 0,415

 

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.

 

19.01.2018

Shares Transaction Notification

Summary Info

Share buyback transactions

Related Companies

Related Funds

Shares Transaction Notification
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 16.01.2018, 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)
19/01/2018
Alım (Buy)
100.000
5,65
565.000
18.411.323
% 0,4
18.511.323
% 0,402

 

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.

 

17.01.2018

Shares Transaction Notification

Summary Info

Share buyback transactions

Related Companies

Related Funds

Shares Transaction Notification
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 16.01.2018, 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)
17/01/2018
Alım (Buy)
11.323
5,81
65.786,63
18.400.000
% 0,4
18.411.323
% 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.

 

16.01.2018

Material Event Disclosure (General)

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.

2017

19.12.2017

Change in Articles of Association

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

 

Article 6 and Article 27 of the Articles of Association of the Company regarding the share capital and voting right have been decided to be amended and these amendments have been approved by the Capital Markets Board and the Ministry of Customs and Trade. These amendments will be presented to the approval of our shareholders at the 2017 Ordinary General Assembly.

 

19.12.2017

Material Event Disclosure (General)

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

 

On 18.12.2017 Siemens signed a contract with Nizhnekamskneftekhim owned by TAIF Group for building 495 MW natural gas fired combined cycle power plant on a turnkey basis in Tatarstan. The contract amount is EUR 350 million and under the cooperation agreement with Siemens, ENKA’s share as the EPC contractor is about EUR 245 million. The power plant is expected to be operative in May 2021.

 

08.11.2017

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
08.11.2017
Date of General Assembly Related To Advance Dividend Payment
24.03.2017
Related Interim Period
01.01.2017 / 30.09.2017
Ex-Dividend Date
13.12.2017
Payment Date
15.12.2017
Record Date
14.12.2017
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
0,04
4
0,034
3,4
B Grubu, ENKAI, TREENKA00011
0,04
4
0,034
3,4

 

ADVANCE DIVIDEND DISTRIBUTION TABLE

ENKA İNŞAAT VE SANAYİ A.Ş. 01.01.2017 / 30.09.2017 Period Advanced Dividend Distribution Table (TL)
1.Current Period Profit
2.408.399.000
2.Taxes Payable (-)
429.671.000
3.Net Current Period Profit
1.978.728.000
4.Losses in Previous Years (-)
0
5.Primary Legal Reserve (-)
59.840.460
6.NET DISTRIBUTABLE CURRENT PERIOD PROFIT
1.918.887.540
7.Reserve As To Articles of Association (-)
0
8.Reserve for Privileged Shares (-)
0
9.AMOUNT CONSTITUTE THE BASIS OF ADVANCE DIVIDEND DISTRIBUTION
1.918.887.540
10.Amount of Advance Dividend
349.000.000
11.Amount of Advance Dividend Payment on Previous Interim Periods (-)
165.000.000
12.Primary Legal Reserve
11.900.000
13.NET CURRENT PERIOD PROFIT AFTER ADVANCE DIVIDEND PAYMENT
1.569.887.540

 

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 December 13th, 2017, a total of TL184.000.000,- 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 30.09.2017, as Dividend Advances at a rate of 4% gross and 3,40% 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.)

 

03.11.2017

Corporate Governance Compliance Rating

Summary Info

Corporate Governance Rating

Related Companies

Related Funds

Corporate Governance Compliance Rating

Announcement Content
Update Notification Flag
Hayır (No)
Correction Notification Flag
Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag
Hayır (No)
Title of Rating Company
Saha Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş.
Beginning Date of Agreement
11/05/2016
Ending Date of Agreement
11/05/2018
Beginning Date of Rating Note’s Validity
03/11/2017
Explanation

 

The Corporate Governance Rating of our company  is revised to 9.18.

Shareholders Public Disclosure and Transparency Transparency
Stakeholders
Board of Directors Corporate Governance Compliance Rating Note
Corporate Governance Compliance Rating Note
Weight % 25 % 25 % 15 % 35 % 100
Note 95,3 93,85 96,04 85,99 91,79

 

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.

 

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 Flag Hayır (No)
Correction Notification Flag Hayır (No)
Date Of The Previous Notification About The Same Subject
Postponed Notification Flag Hayır (No)
Announcement Content
Period Covered In Financial Statement 01012017 – 30062017
Government Authority To Which Financial Statement Was Submitted Large Taxpayers Office
Submission Reason Temporary Tax Declaration
Submission Date Of Financial Statement 11/8/2017

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 Info Capital Market Board Application
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 Type
Group B
Not Traded TREENKA00029
11,67 1,111 9,52013 Group B Group B , ENKAI, TREENKA00011 Registered
Group B
ENKAI TREENKA00011
4.199.999.988,33     399.999.998,89 9,5238 Group B Group B, 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 4.200.000.000 400.000.000,00 9,5238

 

Other Aspects To Be Notified

Capital Market Board Application Date 4.04.2017
Property of Increased Capital Shares Dematerialized 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 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

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 Info Dividend Distribution
Update Notification Flag Yes
Correction Notification Flag No
Postponed Notification Flag No
Board Decision Date 01.03.2017
Date of Related General Assembly 24.03.2017
Was The Issue of Dividend Payment Negotiated? Discussed
Type of Cash Dividend Payment Payment In Advance
Currency Unit TRY
Type of Stock Dividend Payment Will be paid
Amount and Rate of Cash Dividend Payment
 

Share Group Info Payment Cash 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, TREENKA00029 Payment In Advance 0,12 12 0,108132 10,8132
B Grubu, ENKAI, TREENKA00011 Payment In Advance 0,12 12 0,108132 10,8132
Cash Dividend Payment Dates
Payment Proposed
Ex-Dividend Date
Final
Ex-Dividend Date
Payment Date Record Date
Payment In Advance 19.04.2017 19.04.2017 21.04.2017 20.04.2017
Amount and Rate of Cash Dividend Stock Dividend Payment
 

Share Group Info Amount of Stock Dividend (TL) Rate of Stock Dividend (%)
A Grubu, İşlem Görmüyor, TREENKA00029 1,111 9,52014
B Grubu, ENKAI, TREENKA00011 399.999.998,889 9,52381
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 Capital 4.200.000.000
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 Regulations Based on Legal Records
3. Current Period Profit 2.376.642.000 1.734.456.761,67
4. Taxes Payable (-) 567.510.000 76.182.715,54
5. Net Current Period Profit 1.776.611.000 1.658.274.046,13
6. Losses in Previous Years (-) 0 0
7. Primary Legal Reserve (-) 82.913.702,31 82.913.702,31
8. NET DISTRIBUTABLE CURRENT PERIOD PROFIT 1.693.697.297,69 1.575.360.343,82
Dividend Advance Distributed (-) 280.000.000 0
Dividend Advance Less Net Distributable Current Period Profit 1.413.697.297,69 0
9. Donations Made during the Year ( + ) 11.051.018,96 0
10. Donation-Added Net Distributable Current Period Profit on which First Dividend Is Calculated 1.424.748.316,65 0
11. First Dividend to Shareholders 0 0
* Cash 504.000.000 0
* Stock 400.000.000 0
12. Dividend Distributed to Owners of Privileged Shares 0 0
13. Other Dividend Distributed 0 0
* To the Employees 0 0
* To the Members of the Board of Directors, 0 0
* To None Shareholders 0 0
14. Dividend to Owners of Redeemed Shares 29.352.025,79 0
15. Second Dividend to Shareholders 0 0
16. Secondary Legal Reserves 60.335.202,58 0
17. Statutory Reserves 0 0
18. Special Reserves 0 0
19. EXTRAORDINARY RESERVES 420.010.069,33 301.673.115,46
20. Other Distributable Resources 0 0
Dividend Rates Table
Share Group CASH DIVIDEND AMOUNT (TL) – NET STOCK 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 Grubu 1,96 1,11 0 0,263 26,3
B Grubu 706.465.384,96 399.999.998,89 65,3 0,263 26,3
TOTAL 706.462.386,93 400.000.000 65,3 0,263 26,3
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 Info Dividend Distribution Proposal
Update Notification Flag No
Correction Notification Flag No
Postponed Notification Flag No
Board Decision Date 01.03.2017
Date of Related General Assembly 24.03.2017
Type of Cash Dividend Payment Payment In Advance
Currency Unit TRY
Type of Stock Dividend Payment Will be paid
Amount and Rate of Cash Dividend Payment
Share Group Info Payment Cash 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, TREENKA00029 Payment In Advance 0,12 12 0,108132 10,8132
B Grubu, ENKAI, TREENKA00011 Payment In Advance 0,12 12 0,108132 10,8132
Cash Dividend Payment Dates
Payment Proposed
Ex-Dividend Date
Final
Ex-Dividend Date
Payment Date Record Date
Payment In Advance 19.04.2017 21.04.2017 20.04.2017
Amount and Rate of Cash Dividend Stock Dividend Payment
Share Group Info Amount of Stock Dividend (TL) Rate of Stock Dividend (%)
A Grubu, İşlem Görmüyor, TREENKA00029 1,111 9,52014
B Grubu, ENKAI, TREENKA00011 399.999.998,889 9,52381
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 Capital 4.200.000.000
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 Regulations Based on Legal Records
3. Current Period Profit 2.376.642.000 1.734.456.761,67
4. Taxes Payable (-) 567.510.000 76.182.715,54
5. Net Current Period Profit 1.776.611.000 1.658.274.046,13
6. Losses in Previous Years (-) 0 0
7. Primary Legal Reserve (-) 82.913.702,31 82.913.702,31
8. NET DISTRIBUTABLE CURRENT PERIOD PROFIT 1.693.697.297,69 1.575.360.343,82
Dividend Advance Distributed (-) 280.000.000 0
Dividend Advance Less Net Distributable Current Period Profit 1.413.697.297,69 0
9. Donations Made during the Year ( + ) 11.051.018,96 0
10. Donation-Added Net Distributable Current Period Profit on which First Dividend Is Calculated 1.424.748.316,65 0
11. First Dividend to Shareholders 0 0
* Cash 504.000.000 0
* Stock 400.000.000 0
12. Dividend Distributed to Owners of Privileged Shares 0 0
13. Other Dividend Distributed 0 0
* To the Employees 0 0
* To the Members of the Board of Directors, 0 0
* To None Shareholders 0 0
14. Dividend to Owners of Redeemed Shares 29.352.025,79 0
15. Second Dividend to Shareholders 0 0
16. Secondary Legal Reserves 60.335.202,58 0
17. Statutory Reserves 0 0
18. Special Reserves 0 0
19. EXTRAORDINARY RESERVES 420.010.069,33 301.673.115,46
20. Other Distributable Resources 0 0
Dividend Rates Table
Share Group CASH DIVIDEND AMOUNT (TL) – NET STOCK 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 Grubu 1,96 1,11 0 0,263 26,3
B Grubu 706.465.384,96 399.999.998,89 65,3 0,263 26,3
TOTAL 706.462.386,93 400.000.000 65,3 0,263 26,3
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 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)
22.11.2016 Buy 131,334 4.77 626,463.18 8,268,666 % 0,197 8,400,000 % 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 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)
21.11.2016 Buy 200,000 4.69 938,000 8,068,666 %0,192 8,268,666 %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 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)
18.11.2016 Buy 52,270 4.64 242,532.80 7,568,666 % 0,18 7,620,936 % 0,181
18.11.2016 Buy 200,000 4.67 934,000.00 7,620,936 %0,181 7,820,936 %0,186
18.11.2016 Buy 45,212 4.68 211,592.16 7,820,936 % 0,186 7,866,148 % 0,187
18.11.2016 Buy 100,000 4.72 472,000.00 7,866,148 %0,187 7,966,148 %0,19
18.11.2016 Buy 102,518 4.73 484,910.14 7,966,148 %0,19 8,068,666 %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 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)
17.11.2016 Buy 300,000 4.67 1,401,000 6,968,666 % 0,166 7,268,666 % 0,173
17.11.2016 Buy 100,000 4.68 468,000 7,268,666 % 0,173 7,368,666 % 0,175
17.11.2016 Buy 200,000 4.69 938,000 7,368,666 % 0,175 7,568,666 % 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 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)
16.11.2016 Buy 73,024 4.63 338,101.12 6,368,666 % 0,152 6,441,690 % 0,153
16.11.2016 Buy 128,875 4.64 597,980.00 6,441,690 % 0,153 6,570,565 % 0,156
16.11.2016 Buy 198,101 4.65 921,169.65 6,570,565 % 0,156 6,768,666 % 0,161
16.11.2016 Buy 106,541 4.66 496,481.06 6,768,666 % 0,161 6,875,207 % 0,164
16.11.2016 Buy 93,459 4.67 436,453.53 6,875,207 % 0,164 6,968,666 % 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 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)
15.11.2016 Buy 75,867 4.62 350,505.54 5,668,666 % 0,135 5,744,533 % 0,137
15.11.2016 Buy 124,133 4.64 575,977.12 5,744,533 % 0,137 5,868,666 % 0,140
15.11.2016 Buy 400,000 4.65 1,860,000.00 5,868,666 % 0,14 6,268,666 % 0,149
15.11.2016 Buy 100,000 4.66 466,000.00 6,268,666 % 0,149 6,368,666 % 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 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)
14.11.2016 Buy 1,039 4.5 4,675.5 5,268,666 % 0,125 5,269,705 % 0,125
14.11.2016 Buy 98,961 4.53 448,293.33 5,269,705 % 0,125 5,368,666 % 0,128
14.11.2016 Buy 76,796 4.54 348,653.84 5,368,666 % 0,128 5,445,462 % 0,13
14.11.2016 Buy 223,204 4.62 1,031,202.48 5,445,462 % 0,13 5,668,666 % 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 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)
11.11.2016 Buy 100,000 4.59 459,000 5,168,666 % 0,123 5,268,666 % 0,125

 

09.11.2016
Notification Regarding Advance Dividend Payment

Board Decision Date 09.11.2016
Date of General Assembly Related To Advance Dividend Payment 29.03.2016
Related Interim Period 01.01.2016 / 30.09.2016
Ex-Dividend Date 14.12.2016
Payment Date 16.12.2016
Record Date 15.12.2016
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 0,03333 3,333 0,02833 2,833
B Grubu, ENKAI, TREENKA00011 0,03333 3,333 0,02833 2,833

 

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

 

1.Current Period Profit 1.728.220.000
2.Taxes Payable (-) 342.417.000
3.Net Current Period Profit 1.385.803.000
4.Losses in Previous Years (-) 0
5.Primary Legal Reserve (-) 62.564.604
6.NET DISTRIBUTABLE CURRENT PERIOD PROFIT 1.323.238.396
7.Reserve As To Articles of Association (-) 0
8.Reserve for Privileged Shares (-) 0
9.AMOUNT CONSTITUTE THE BASIS OF ADVANCE DIVIDEND DISTRIBUTION 1.323.238.396
10.Amount of Advance Dividend 280.000.000
11.Amount of Advance Dividend Payment on Previous Interim Periods (-) 140.000.000
12.Primary Legal Reserve 7.000.000
13.NET CURRENT PERIOD PROFIT AFTER ADVANCE DIVIDEND PAYMENT 1.043.238.396

 

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 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)
08.11.2016 Buy  100,000 4.58 458,000 5,068,666 % 0,121 5,168,666 % 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 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)
04.11.2016 Buy 100,000 4.56 456,000 4,668,666 % 0,111 4,768,666 % 0,114
04.11.2016 Buy 300,000 4.57 1,371,000 4,768,666 % 0,114 5,068,666 % 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 Note Shareholders Public Disclosure and Transparency Stakeholders Board of Directors Corporate Governance Compliance Rating Note Total
Weight 25% 25% 15% 35% 100% 100%
Note 95.38 93.62 96.04 85.99 91.75 91.75

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 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)
03.11.2016 Buy 273,750 4.59 1,256,512.5 4,394,916 % 0,105 4,668,666 % 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 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)
02.11.2016 Buy 102,743 4.57 469,535.51 4,194,916 % 0,1 4,297,659 % 0,102
02.11.2016 Buy 97,257 4.59 446,409.63 4,297,659 % 0,102 4,394,916 % 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 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)
13.10.2016 Buy 100,000 4.53 453,000 3,894,916 % 0,093 3,994,916 % 0,095
13.10.2016 Buy 200,000 4.54 908,000 3,994,916 % 0,095 4,194,916 % 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 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)
04.10.2016 Buy 41,633 4.42 184,017.86 3,453,283 % 0,082 3,494,916 % 0,083
04.10.2016 Buy 400,000 4.44 1,776,000 3,494,916 % 0,083 3,894,916 % 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 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)
03.10.2016 Buy 52,546 4.43 232,778.78 3,053,283 % 0,073 3,105,829 % 0,074
03.10.2016 Buy 347,454 4.44 1,542,695.76 3,105,829 % 0,074 3,453,283 % 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 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)
30.09.2016 Buy 100,000 4.36 436,000 2,952,215 % 0,07 3,052,215 % 0,073
30.09.2016 Buy 1,068 4.38 4,677.84 3,052,215 %0,073 3,053,283 %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 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)
29.09.2016 Buy 100,000 4.38 438,000 2,452,215 % 0,058 2,552,215 % 0,061
29.09.2016 Buy 400,000 4.39 1,756,000 2,552,215 % 0,061 2,952,215 % 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 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)
26.09.2016 Buy 165,351 4.4 727,544.4 2,052,215 % 0,049 2,217,566 % 0,053
26.09.2016 Buy 234,649 4.41 1,034,802.09 2,217,566 % 0,053 2,452,215 % 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 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)
19.09.2016 Buy 89,655 4.41 395,378 1,962,560 % 0,047 2,052,215 % 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 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)
02.09.2016 Buy 200,000 4.39 878,000 1,587,560 % 0,038 1,787,560 % 0,043
02.09.2016 Buy 175,000 4.4 770,000 1,787,560 % 0,043 1,962,560 % 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 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)
01.09.2016 Buy 100,000 4.37 437,000 1,177,560 % 0,028 1,277,560 % 0,03
01.09.2016 Buy 100,000 4,38 438,000 1,277,560 % 0,03 1,377,560 % 0,033
01.09.2016 Buy 210,000 4.39 921,900 1,377,560 % 0,033 1,587,560 % 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 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)
24.08.2016 Buy 200,000 4.36 872,000 877,560 % 0,021 1,077,560 % 0,026
24.08.2016 Buy 100,000 4.37 437,000 1,077,560 % 0,026 1,177,560 % 0,028

 

15.08.2016
Notification Regarding Advance Dividend Payment

 

Board Decision Date 15.08.2016
Date of General Assembly Related To Advance Dividend Payment 29.03.2016
Related Interim Period 01.01.2016 / 30.06.2016
Ex-Dividend Date 28.09.2016
Payment Date 30.09.2016
Record Date 29.09.2016
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 0,03333 3,333 0,02833 2,833
B Grubu, ENKAI, TREENKA00011 0,03333 3,333 0,02833 2,833

 

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 Profit 1.285.555.000
2.Taxes Payable (-) 239.469.000
3.Net Current Period Profit 1.046.086.000
4.Losses in Previous Years (-) 0
5.Primary Legal Reserve (-) 50.579.635
6.NET DISTRIBUTABLE CURRENT PERIOD PROFIT 995.506.365
7.Reserve As To Articles of Association (-) 0
8.Reserve for Privileged Shares (-) 0
9.AMOUNT CONSTITUTE THE BASIS OF ADVANCE DIVIDEND DISTRIBUTION 995.506.365
10.Amount of Advance Dividend 140.000.000
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 855.506.365

 

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 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)
29.07.2016 Buy 100,000 4.41 441,000 677,560 % 0,016 777,560 % 0,019
29.07.2016 Buy 100,000 4.42 442,000 777,560 % 0,019 877,560 % 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 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)
28.07.2016 Buy 25,560 4.43 113,230.8 652,000 % 0,016 677,560 % 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 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)
27.07.2016 Buy 100,000 4.37 437,000 402,000 % 0.01 502,000 % 0,012
27.07.2016 Buy 150,000 4.39 658,500 502,000 % 0,012 652,000 % 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 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)
25.07.2016 Buy 100,000 4.33 433,000 42,000 % 0,001 142,000 % 0,003
25.07.2016 Buy 260,000 4.35 1,131,000 142,000 % 0,003 402,000 % 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 meeting Ordinary
Date and time of the meeting 29.03.2016 14:30:00
Begining of the Reporting Period 01.01.2015
End of the Reporting Period 31.12.2015
Has the general assembly meeting held? Yes
Resolutions 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 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 Transaction Increase 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 ceiling 31.12.2020
The article to be amended of the Articles of Association 6

 

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

 

Group of Share Information Dividends 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 0.0800000 0.0710080
Group-A shares, Non-trading (Privileged), TREENKA00029 0.0800000 0.0710080

 

Date of Cash Dividend Payment 20.04.2016
Is distribution of shares dividend discussed? Yes
Will there be any shares dividend distribution? Yes

 

Group of Share Information Resolved dividend amount to be distributed as bonus issue (TL) Resolved dividend amount to be distributed as bonus issue (%)
Group-B shares, ENKAI, TREENKA00011 199,999,999.417 5.00000
Group-A shares, Non-trading (Privileged), TREENKA00029 0.583 4.99571

 

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 holders 21,998,028 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 meeting Ordinary
Date and time of the meeting 27.03.2015 14:30:00
Begining of the Reporting Period 01.01.2014
End of the Reporting Period 31.12.2014
Has the general assembly meeting held? Yes
Resolutions 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 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 Payment Cash
Group of Share Information Dividends 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 0.0833333 0.0757900
Group-A shares, Non-trading (Privileged),
TREENKA00029
0.0833333 0.0757900
Date of Cash Dividend Payment 14.04.2015
Will there be any bonus issues ? Yes
Group of Share Information Resolved dividend amount to be
distributed as bonus issue (TL)
Resolved dividend amount to be
distributed as bonus issue (%)
Group-B shares, ENKAI, TREENKA00011 294,999,999.044 8.19444
Group-A shares, Non-trading (Privileged),
TREENKA00029
0.956 8.19194

 

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 holders 25,887,670 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 Finacials 31.12.2014
Submitted Authority İstanbul Defterdarlığı Büyük Mükellefler Vergi Dairesi
Reason of Submission of the Financials 2014 yılı 4.Dönem Geçici Vergi
Date of Submission 16.02.2015

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 Address Balmumcu Mahallesi, Zincirlikuyu Yolu, No:10, 34349 Beşiktaş İSTANBUL
Phone and Fax Numbers (0212) 376 10 00 – (0212) 272 88 69
E-mail address enka@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 Information SALE OF SUBSIDIARY
Date of Board Resolution related to such Sale 22.08.2014
Name of the Fixed Financial Asset sold PİMAŞ PLASTİK İNŞAAT MALZEMELERİ A.Ş.
Field of Activity of the Fixed Financial Asset sold PRODUCTION OF PVC WINDOW PROFILES
Share Capital of the Fixed Financial Asset sold TL36,000,000
Date on which the Transaction has been/will be completed WHEN THE NECESSARY APPROVAL BY THE COMPETITION AUTHORITY IS OBTAINED
Terms of Sale PRE-PAYMENT FOLLOWING THE TRANSFER OF SHARES
Nominal Amount of the sold Shares TL 29,244,344
Price per Share 1,9722
Total Sum TL 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 Company N/A
Amount of Profit/Loss resulting from Sale (TL 29,000,000)
Mode of Utilization of the Profit resulting from Sale, if any N/A
Date of Board Resolution regarding the Mode of Utilization of the Profit resulting from Sale, if any N/A
Name/Company of the Purchaser DECEUNINCK NV
Shareholding Relationship of the Purchaser N/A
Method of Appraisal of the Value of the Fixed Financial Asset sold BY NEGOTIATIONS
Whether any Appraisal Report is issued? NO
If no Appraisal Report is issued, the reason therefore SALE IS MADE BY NEGOTIATION
If any Appraisal Report is issued, the value appraised therein NO 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 therefore NO 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 meeting Ordinary
Date and time of the meeting 27.03.2014 14:00:00
Begining of the Reporting Period 01.01.2013
End of the Reporting Period 31.12.2013
Has the general assembly meeting held? Yes
Resolutions Minutes 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 Type Cash
Group of Share Information Dividends 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 0.0850000 0.0744859
Group-A shares, Non-trading (Privileged),
TREENKA00029
0.0850000 0.0744859
Group of Share Information Resolved dividend amount to be
distributed as bonus issue (TL)
Resolved dividend amount to be
distributed as bonus issue (%)
Group-B shares, ENKAI, TREENKA00011  399,999,998.541 12.49999
Group-A shares, Non-trading (Privileged),TREENKA00029 1.459 12.50214
Date of Cash Dividend Payment
16.04.2014
Will there be any bonus issues ? Yes
Group of Share Information Resolved dividend amount to be
distributed as bonus issue (TL)
Resolved dividend amount to be
distributed as bonus issue (%)
Group-B shares, ENKAI, TREENKA00011 399,999,998.541 12.49999
Group-A shares, Non-trading (Privileged),
TREENKA00029
1.459 12.50214

 

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 holders 23,442,778 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 Financials 31.12.2013
Submitted Authority Large Taxpayers Office of The Istanbul Provincial Finance Department
Reason of The Submission of Financials Provisional Tax For The 4th Quarter 2013
Date of The Submission Date 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 Financials 30.06.2013
Submitted Authority Large Taxpayers Office of The Istanbul Provincial Finance Department
Reason of The Submission of Financials Provisional Tax For The 2nd Quarter 2013
Date of The Submission 15.08.2013

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 meeting Ordinary
Date and time of the meeting 12.04.2013 14:00:00
Begining of the Reporting Period 01.01.2012
End of the Reporting Period 31.12.2012
Has the general assembly meeting held? Yes
Resolutions Minutes 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 Information Dividends 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  0.0800000 0.0680000
Group-A shares, Non-trading (Privileged),
TREENKA00029
0.0800000  0.0680000
Date of Cash Dividend Payment 08.05.2013
Will there be any bonus issues ? Yes
Group of Share Information Resolved dividend amount to be
distributed as bonus issue (TL)
Resolved dividend amount to be
distributed as bonus issue (%)
Group-B shares, ENKAI, TREENKA00011  400.000.000 14.28571
Group-A shares, Non-trading (Privileged),
TREENKA00029
 0.000 0.00000

 

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 Resolution March 19, 2013
Type of The General Assembly Ordinary
Fiscal Period Starting Date January 1, 2012
Fiscal Period Ending Date December 31, 2012
Date & Time April 12, 2013 – 14:00
Venue Zincirlikuyu 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 holders 19,316,677 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 Financials 31.12.2012
Submitted Authority Large Taxpayers Office of The Istanbul Provincial Finance Department
Reason of The Submission of Financials Provisional Tax For The 4th Quarter 2012
Date of The Submission 12.02.2013

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 Resolution August 13, 2012
Type of The General Assembly Extraordinary
Related Fiscal Period If It’s Ordinary General Assembly  –
Date September 27, 2012
Time 11:00
Venue Zincirlikuyu 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 Financials 30.06.2012
Submitted Authority Large Taxpayers Office of The Istanbul Provincial Finance Department
Reason of The Submission of Financials Provisional Tax for The 2nd Quarter 2012
Date of The Submission 09.08.2012

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 Tara President of the Board
Haluk Gerçek Vice President of the Board
Erdoğan Turgut Member of the Board (Non-Executive Member)
E. Melih Araz Member of the Board (Non-Executive Independent Member)
V. Ergin İmre Member 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 Tara Chairman 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 Sağnaklar Vice Chairman of the Executive Board
Alp Doğuoğlu Member of the Executive Board (Energy Projects)
Fikret Güler Member of the Executive Board (Accounting and Finance)
B. Burak Özdoğan Member of the Executive Board (Moscow Projects)
C. Şan Gürdamar Member of the Executive Board (Oman)
Özger İnal Member of the Executive Board (Infrustructure Projects)
S. Oğuz Kırkgöz Member of the Executive Board (Oil & Gas Projects)
Zafer Gür Member 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 holders 18,104,817 TL
To the Board of Directors 2,232,927 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 Resolution March 21, 2012
Type Of The General Assembly Ordinary
Related Fiscal Period If It’s Ordinary General Assembly 2011
Date April 18, 2012
Time 14:00
Venue Zincirlikuyu 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 Financials 31.12.2011
Submitted Authority Large Taxpayers Office of The Istanbul Provincial Finance Department
Reason of The Submission of Financials Provisional Tax For The 4th Quarter 2011
Date of The Submission 13.02.2012

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.