SPECIAL CONDITION DISCLOSURES

20.11.2007

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

 

14.11.2007

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

 

09.11.2007

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

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

 

31.10.2007

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

 

22.10.2007

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

 

21.09.2007

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

 

18.09.2007

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

 

18.09.2007

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

 

14.09.2007

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

 

13.09.2007

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

 

11.09.2007

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

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

10.09.2007

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

 

07.09.2007

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

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

 

27.08.2007

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

 

AGENDA

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

 

20.08.2007

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

 

14.08.2007

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

 

09.07.2007

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

 

05.07.2007

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

 

30.05.2007

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

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

 

28.05.2007

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

 

25.05.2007

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

 

25.05.2007

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

 

23.05.2007

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

 

22.05.2007

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

 

14.05.2007

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

 

27.04.2007

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

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

 

24.04.2007

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

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

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

 

20.04.2007

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

 

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

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

 

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

 

18.04.2007

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

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

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

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

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

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

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

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

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

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

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

 

03.04.2007

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

 

29.03.2007

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

 

28.03.2007

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

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

 

27.03.2007

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

 

23.03.2007

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

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

 

16.03.2007

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

 

14.02.2007

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