SPECIAL CONDITION DISCLOSURES

22.09.2010

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

 

15.09.2010

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

 

16.08.2010

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

 

12.08.2010

Acquisition of Financial Fixed Asset

Date of Board Resolution Regarding the Acquisition 11.08.2010
Title of the Financial Fixed Asset Acquired Soli Gemi İnşa Sanayi ve Ticaret A.Ş.
Subject of Activity of the Financial Fixed Asset Acquired Production of all kind of marine vessels with or without engine and their supplies; and maintenance, restoring, repairing, testing, erecting, accommodating and launching all kind of marine vessels bearing/or not bearing the characteristics of a ship which is second hand and/or new.
Capital of the Financial Fixed Asset Acquired TL 25,000,000
The Way of Obtaining the Financial Fixed Asset Purchasing
Date of Completion of the Process September 2010
Terms of the Acquisition Forward Purchase
Nominal Amount of the Shares Acquired TL 5,000,000
Price per Share USD 0.80
Total Amount USD 4,000,000
The Ratio of the Shares Acquired to the Capital of the Financial Fixed Asset (%) 20%
The Ratio of the Total Shares to the Capital of the Financial Fixed Asset After the Acquisition (%) 20%
The Ratio of Voting Rights Held to the Total Voting Rights of Financial Fixed Asset After the Acquisition (%) 20%
The Ratio of Financial Fixed Asset Purchased to the Total Assets in the Last Financial Statement Disclosed (%) 0.055%
Impact to the Activities of the Company No impact
Has Tender Offer Obligation Emerged or Not No
If Tender Offer Obligation Has Emerged Will an Application of Exemption be Made or not No
Name/Title of the Seller/Transferor Atako Uluslararası Taşımacılık Denizcilik ve Tic. Ltd. Şti, Sedat Başak, Gabi Nakkaş, Şükrü Diyab, Emir Kaluti and Antuvan Nakkaş
The Relation of the Seller/Transferor with the Company Not Related
The Method of the Valuation of the Financial Fixed Asset Balance Sheet Analysis
Whether a Valuation Report Has Been Prepared or Not No
The Reason if the Valuation Report Has Not Been Prepared Not A Related Party
The Valuation Considered with the Valuation Report
The Reason if the Transaction Is Not/Will Not Completed in Compliance With the Result of the Valuation Report

 

ADDITIONAL DISCLOSURE:

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

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

 

24.05.2010

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

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

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

 

20.05.2010

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

 

06.05.2010

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

 

30.04.2010

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

 

22.04.2010

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

 

12.04.2010

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

 

12.04.2010

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

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

Details of the trades are stated on the below table.

Trade Date Nature of the Trade Nominal Value of the Shares Subject to the Trade (TL) Trade Price (TL/Share) Trade Value (TL) Nominal Value of the Shares Owned Before the Trade (TL) Shareholding of the Company’s Equity Before the Trade (%) Nominal Value of the Shares Owned After the Trade (TL) Shareholding of the Company’s Equity After the Trade (%)
12.04.2010 Sale 10,000 4.54 45,400 14,807,172.47 82.26% 14,797,172.47 82.21%
12.04.2010 Sale 90,000 4.50 405,000 14,797,172.47  82.21% 14,707,172.47 81.71%
12.04.2010 Sale 10,000 4.46 44,600 14,707,172.47  81.71%  14,697,172.47 81.65%

 

07.04.2010

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

 

To the share certificate holders representing the equity of TL 1,800,000,000 (as Cash) 144,000,000 TL
To the share certificate holders representing the equity of TL 1,800,000,000 (as Bonus issue) 400,000,000 TL
To the bonus certificate holders 12,220,127 TL
To the Board of Directors 1,507,149 TL

 

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

 

30.03.2010

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

 

24.03.2010

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

 

AGENDA

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

 

17.03.2010

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

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

Details of the trades are stated on the below table.

Trade Date Nature of the Trade Nominal Value of the Shares Subject to the Trade (TL) Trade Price (TL/Share) Trade Value (TL) Nominal Value of the Shares Owned Before the Trade (TL) Shareholding of the Company’s Equity Before the Trade (%) Nominal Value of the Shares Owned After the Trade (TL) Shareholding of the Company’s Equity After the Trade (%)
11.01.2010 Sale 30,000 3.74 112,200.00 87.26%
11.01.2010 Sale 25,000 3.76 94,000.00 15,677,172.47 87.10% 15,652,172.47
11.01.2010 Sale 55,000 3.78 207,900.00 15,652,172.47 86.96% 15,597,172.47
11.01.2010 Sale 15,281 3.80 58,067.80 15,597,172.47 86.65% 15,581,891.47 86.57%
11.01.2010 Sale 5,000 3.82 19,100.00 15,581,891.47 86.57% 15,576,891.47 86.54%
03.02.2010 Sale 20,844 3.70 77,122.80 15,576,891.47 86.54% 15,556,047.47 86.42%
03.02.2010 Sale 51,660 3.72 192,175.20 15,556,047.47 86.42% 15,504,387.47 86.14%
03.02.2010 Sale 16,496 3.74 61,695.04 15,504,387.47 86.14% 15,487,891.47 86.04%
03.02.2010 Sale 20,000 3.76 75,200.00 15,487,891.47 86.04% 15,467,891.47 85.93%
03.02.2010 Sale 32,946 3.78 124,535.88 15,467,891.47 85.93% 15,434,945.47 85.75%
16.03.2010 Sale 39,162 3.68 144,116.16 15,434,945.47 85.75% 15,395,783.47 85.53%
16.03.2010 Sale 230,000 3.70 851,000.00 15,395,783.47 85.53% 15,165,,783.47 84.25%
16.03.2010 Sale 20,000 3.72 74,400.00 15,165,783.47 84.25% 15,145,783.47 84.14%
16.03.2010 Sale 20,000 3.74 74,800.00 15,145,783.47 84.14% 15,125,783.47 84.03%
16.03.2010 Sale 38,667 3.76 145,387.92 15,125,783.47 84.03% 15,087,116.47 83.82%
16.03.2010 Sale 62,171 3.78 235,006.38 15,087,116.47 83.82% 15,024,945.47 83.47%
16.03.2010 Sale 25,000 3.80 95,000.00 15,024,945.47 83.47% 14,999,945.47 83.33%
16.03.2010 Sale 40,000 3.82 152,800.00 14,999,945.47 83.33% 14,959,945.47 83.11%
16.03.2010 Sale 20,000 3.84 76,800.00 14,959,945.47 83.11% 14,939,945.47 83.00%
17.03.2010 Sale 4,219 3.80 16,032.20 14,939,945.47 83.00% 14,935,726.47 82.98%
17.03.2010 Sale 30,000 3.82 114,600.00 14,935,726.47 82.98% 14,905,726.47 82.81%
17.03.2010 Sale 98,554 3.84 378,447.36 14,905,726.47 82.81% 14,807,172.47 82.26%

 

15.02.2010

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

 

29.01.2010

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

 

21.01.2010

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