SPECIAL CONDITION DISCLOSURES

18.12.2009

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

 

17.11.2009

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

 

16.11.2009

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

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

 

27.08.2009

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

 

14.08.2009

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

 

31.07.2009

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

 

31.07.2009

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

 

31.07.2009

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

 

31.07.2009

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

 

31.07.2009

Sale of Financial Fixed Assets

Date of Board Resolution Regarding the Sale 31.07.2009
Title of the Financial Fixed Asset Sold Gretsch Unitas Yapı Elemanları Sanayi ve Ticaret Anonim Şirketi
Subject of Activity of the Financial Fixed Asset Sold Features and appliances of buildings, importation, exportation and domestic sale
Capital of the Financial Fixed Asset Sold TL 6,801,441
Date of Completion of the Process 31.07.2009
Terms of the Sale TL 1 by cash in advance
Nominal Amount of the Shares Sold TL 2,528,540
Price per Share
Total Amount TL 1
The Ratio of the Shares Sold to the Capital of the Sales (%) 37.18
The Ratio of Voting Rights Held After Sale to the Total Voting Rights of Financial Fixed Asset (%) 0.00
The Ratio of Financial Fixed Asset Sold to the Total Assets in the Last Financial Statement Disclosed (%) 0.00
Impact to the Activities of the Company No impact
The Amount of Profit/Loss From the Sale 2,330,000.00
The Way of Utilization of the Profit, if any
Resolution Date of the Board of Directors on the Way of Utilization of the Profit, if any
Name/Title of the Purchaser Claudia Kofler and Beatrix Fleischmann
The Relation of the Purchaser with the Company No Relation
The Method of the Valuation of the Financial Fixed Asset The Financial Statements as of 30.06.2009 has been used
Whether a Valuation Report Has Been Prepared or Not Not Prepared
The Reason if the Valuation Report Has Not Been Prepared Low Valuation of the Participation
The Valuation Calculated with the Valuation Report
The Reason if the Transaction Is Not/Will Not Completed In Compliance With the Result of the Valuation Report

 

ADDITIONAL DISCLOSURE:

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

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

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

 

16.07.2009

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

 

13.07.2009

Sale of Financial Fixed Assets

Date of Board Resolution Regarding the Sale 13.07.2009
Title of the Financial Fixed Asset Sold Gedore-Altaş El Aletleri Dövme Çelik Sanayi ve Ticaret Ltd.Şti.
Subject of Activity of the Financial Fixed Asset Sold Miscellaneous Hand Tools And Components, All Kinds Of Equipment Production From Steel And Metal Sheet, Importation, Exportation And Wholesale Trade
Capital of the Financial Fixed Asset Sold TL 3,710,000
Date of Completion of the Process 16.07.2009
Terms of the Sale TL 1 by Cash in Advance
Nominal Amount of the Shares Sold TL 1,074,300
Price per Share
Total Amount TL 1
The Ratio of the Shares Sold to the Capital of the Sales (%) 0.00
The Ratio of Voting Rights Held After Sale to the Total Voting Rights of Financial Fixed Asset (%) 0.00
The Ratio of Financial Fixed Asset Sold to the Total Assets in the Last Financial Statement Disclosed (%) 0
Impact to the Activities of the Company NO IMPACT
The Amount of Profit/Loss From the Sale
The Way of Utilization of the Profit, if any
Resolution Date of the Board of Directors on the Way of Utilization of the Profit, if any
Name/Title of the Purchaser Gedore Werkzeugfabrik Otto Dowidat KG
The Relation of the Purchaser with the Company No Relation
The Relation of the Purchaser with the Company : No Relation
The Method of the Valuation of the Financial Fixed Asset The Financial Statements as of 30.06.2009 Has Been Used
Whether a Valuation Report Has Been Prepared or Not Not Prepared
The Reason if the Valuation Report Has Not Been Prepared Low Valuation of The Participation
The Valuation Calculated with the Valuation Report
The Reason if the Transaction Is Not/Will Not Completed In Compliance With the Result of the Valuation Report

 

ADDITIONAL DISCLOSURE:

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

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

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

 

08.06.2009

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

 

01.06.2009

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

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

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

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

 

13.05.2009

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

 

08.05.2009

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

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

 

05.05.2009

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

 

05.05.2009

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

 

27.04.2009

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

 

20.04.2009

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

 

14.04.2009

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

 

03.04.2009

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

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

To the share certificate holders representing the equity of TL 1,200,000,000 (as Cash) 108,000,000 TL
To the share certificate holders representing the equity of TL 1,200,000,000 (as Bonus issue) 600,000,000 TL
To the bonus certificate holders 9,087,671 TL
To the Board of Directors 1,120,813 TL

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

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

 

03.04.2009

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

 

01.04.2009

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

 

26.03.2009

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

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

 

23.03.2009

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

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

 

16.02.2009

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