SPECIAL CONDITION DISCLOSURES

25.12.2008

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

 

17.12.2008

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

 

19.11.2008

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

 

14.11.2008

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

 

14.11.2008

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

 

12.11.2008

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

 

11.11.2008

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

 

21.10.2008

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

 

01.09.2008

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

 

27.08.2008

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

 

18.08.2008

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

 

03.06.2008

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

 

03.06.2008

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

 

23.05.2008

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

 

16.05.2008

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

 

13.05.2008

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

 

05.05.2008

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

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

 

21.04.2008

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

 

16.04.2008

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

 

 

15.04.2008

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

 

14.04.2008

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

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

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

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

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

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

 

14.04.2008

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

 

09.04.2008

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

 

08.04.2008

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

 

03.04.2008

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

 

28.03.2008

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

 

28.03.2008

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

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

 

26.03.2008

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

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

 

21.03.2008

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

 

15.02.2008

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

 

11.02.2008

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

 

28.01.2008

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

 

28.01.2008

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

 

02.01.2008

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