SPECIAL CONDITION DISCLOSURES

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 ResolutionAugust 13, 2012
Type of The General AssemblyExtraordinary
Related Fiscal Period If It’s Ordinary General Assembly –
DateSeptember 27, 2012
Time11:00
VenueZincirlikuyu 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 Financials30.06.2012
Submitted AuthorityLarge Taxpayers Office of The Istanbul Provincial Finance Department
Reason of The Submission of FinancialsProvisional Tax for The 2nd Quarter 2012
Date of The Submission09.08.2012

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 TaraPresident of the Board
Haluk GerçekVice President of the Board
Erdoğan TurgutMember of the Board (Non-Executive Member)
E. Melih ArazMember of the Board (Non-Executive Independent Member)
V. Ergin İmreMember 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 TaraChairman 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 SağnaklarVice Chairman of the Executive Board
Alp DoğuoğluMember of the Executive Board (Energy Projects)
Fikret GülerMember of the Executive Board (Accounting and Finance)
B. Burak ÖzdoğanMember of the Executive Board (Moscow Projects)
C. Şan GürdamarMember of the Executive Board (Oman)
Özger İnalMember of the Executive Board (Infrustructure Projects)
S. Oğuz KırkgözMember of the Executive Board (Oil & Gas Projects)
Zafer GürMember 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 holders18,104,817 TL
To the Board of Directors2,232,927 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 ResolutionMarch 21, 2012
Type Of The General AssemblyOrdinary
Related Fiscal Period If It’s Ordinary General Assembly2011
DateApril 18, 2012
Time14:00
VenueZincirlikuyu 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 Financials31.12.2011
Submitted AuthorityLarge Taxpayers Office of The Istanbul Provincial Finance Department
Reason of The Submission of FinancialsProvisional Tax For The 4th Quarter 2011
Date of The Submission13.02.2012

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.