SPECIAL CONDITION DISCLOSURES

26.11.2013

The Corporate Governance Rating Revision 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. Our Company’s Corporate Governance Rating has been identified as 9.20 out of 10 and as the sub-sections the notes out of 100 are Shareholders 89.30, Public Disclosure and Transparency 95.36, Stakeholders 87.27 and Board of Directors 93.47.

14.11.2013

Our Company’s consolidated financial statements for the fiscal period ended on September 30, 2013 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

15.08.2013

SUBMITTING FINANCIALS TO ANY AUTHORITY

Period of The Financials 30.06.2013
Submitted Authority Large Taxpayers Office of The Istanbul Provincial Finance Department
Reason of The Submission of Financials Provisional Tax For The 2nd Quarter 2013
Date of The Submission 15.08.2013
Our Company’s Income Statement for the period 01.01.2013 – 30.06.2013 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.

10.06.2013

The starting date for the right to receive bonus shares has been set as 12.06.2013 and after the 14,28571% bonus issue in the amount of 400.000.000 TL, the paid-in capital of the company would increase from 2.800.000.000 TL to 3.200.000.000 TL.

10.06.2013

For the increase of the paid-in capital, further to the resolution taken at the 2012 Ordinary General Assembly held on 12.04.2013, the process has been completed by the CMB’s registration number 19/623 dated 30.05.2013 and the certificate number 23/SA-623 dated 10.06.2013. The annexed issuance certificate for the capital increase prepared by our company and approved by the Capital Markets Board has been presented to the information of our shareholders.

07.06.2013

The remaining 24.13% shares of the JSC Moskva Krasnye Holmy, a 75.87% indirect subsidiary of our Company which is established in the Russian Federation, was bought by our indirect Russian subsidiary Limited Liability Enmar with a price of 3.36 billion Rubles. The share transfer has been completed on June 4, 2013.

21.05.2013

Our Company’s consolidated financial statements for the fiscal period ended on March 31, 2013 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.

18.04.2013

Further the resolutions met at the 2012 Ordinary General Assembly held on April 12, 2013, it has been unanimously resolved by the attended members of the Board of Directors; to increase the capital of the Company from 2,800,000,000 (Two Billion Eight Hundred Million) Turkish Liras to 3,200,000,000 (Three Billion Two Hundred Million) Turkish Liras and to cover the 400,000,000 (Four Hundred Million) Turkish Liras as resolved at the same Genral Assembly to be added from the 1st Dividend at an amount of TL 243,500,000 and from the 2nd Dividend at an amount of TL 156,500,000; and to apply to the Capital Markets Board in order to obtain a registry document.

12.04.2013

General Assembly Meeting Resolutions

Type of the meeting Ordinary
Date and time of the meeting 12.04.2013 14:00:00
Begining of the Reporting Period 01.01.2012
End of the Reporting Period 31.12.2012
Has the general assembly meeting held? Yes
Resolutions Minutes of the meeting with the decisions of the GeneralAssembly, list of attendees,the draft amendment of the Articles of Association, the profit distribution statement and the internal regulations of the general assembly meetings are enclosed.
Is there any decision about commercial title of the company in the draft amendment of the Articles of Association ? No
Is there any decision about scope of activities of the company in the draft amendment of the Articles of Association ? No
Is there any decision about headquarters of the company in the draft amendment of the Articles of Association ? Yes
Information about processes of the company listed in agenda items

Is distribution of dividends discussed ?  Yes
Cash Dividend Payment Type  Cash
Group of Share Information Dividends equivalent to each share
with a nominal value of 1 TL – (Gross)  Dividends equivalent to each share
with a nominal value of 1 TL – (Net)
Group-B shares, ENKAI, TREENKA00011  0.0800000 0.0680000
Group-A shares, Non-trading (Privileged),
TREENKA00029 0.0800000  0.0680000
Date of Cash Dividend Payment 08.05.2013
Will there be any bonus issues ? Yes
Group of Share Information Resolved dividend amount to be
distributed as bonus issue (TL) Resolved dividend amount to be
distributed as bonus issue (%)
Group-B shares, ENKAI, TREENKA00011  400.000.000 14.28571
Group-A shares, Non-trading (Privileged),
TREENKA00029  0.000 0.00000
ENCLOSURES:

DRAFT AMENDMENT OF THE ARTICLES OF ASSOCIATION

PROFIT DISTRIBUTION PROPOSAL

INTERNAL REGULATIONS

MINUTES OF MEETING

LIST OF ATTENDEES

26.03.2013

Our Company’s consolidated financial statements for the fiscal period ended on December 31, 2012 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.

19.03.2013

INVITATION TO GENERAL ASSEMBLY MEETING

Date of Resolution March 19, 2013
Type of The General Assembly Ordinary
Fiscal Period Starting Date January 1, 2012
Fiscal Period Ending Date December 31, 2012
Date & Time April 12, 2013 – 14:00
Venue Zincirlikuyu yolu, ENKA III. Binasi, Konferans salonu, Balmumcu – Beşiktaş / Istanbul
AGENDA

Lection of the General Assembly Presidential Board, and authorization of the Presidential Board for signing the Minutes of the General Assembly Meeting
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 2012
Reading and discussing the Report of Independent Auditors
Informing the shareholders about the donations made within the fiscal year 2012
Approval of Balance Sheet and Income Statement Accounts of 2012
Acquittal and release of the Board Members and Auditors
Informing the shareholders about the Remuneration Policy applicable to Board Members and top managers
Election of the Board Members
Determining the attendance fee payable to Board Members
Approval of the selection of the Independent Auditors
Discussing and approving the “Internal Regulations Regarding the Working Principles and Procedures of the Ordinary and Extraordinary General Assembly Meetings” as prepared by the Board of Directors
Making decision on distribution of the Balance Sheet profit of 2012
Presentation to the approval of the shareholders, of the draft of amendments to the Articles of Association of the Company as prepared in compliance with the Approval No. 2427 of the Capital Markets Board of 11.03.2013 and the Approval No. 1799 of the Ministry of Customs and Trade of 14.03.2013 for the amendments to be made in Articles 4, 6, 17, 18, 23, 24, 26, 32, 33, 37, 39 and 41 of the Articles of Association and abolishment of the Provisional Article 1 thereof for the purpose of harmonization of the Articles of Association of the Company with the provisions of the Turkish Code of Commerce
Informing the shareholders about the total amount of Guarantees, Pledges, Mortgages and Encumbrances given to the benefit of third parties, pursuant to the resolution of CMB dated September 9, 2009 and numbered 28/780
Authorization of the Board Members to engage in businesses mentioned in Articles 395 and 396 of the Turkish Code of Commerce and, in compliance with the Corporate Governance Principles, informing the General Assembly on any businesses engaged in and performed by the same within such framework during the fiscal year of 2012
Requests and recommendations.
ADDITIONAL INFORMATION:

The Ordinary General Assembly of the Holders of Ordinary Share Certificates of our Company will be held on April 12, 2013 Friday at 14:00 p.m. and the Ordinary General Assembly Meeting of the Holders of Preferred Share Certificates thereof also on April 12, 2013 Friday at 16:30 p.m. at Zincirlikuyu Yolu ENKA III. Building, Conference Room, Beşiktaş / İSTANBUL for the purpose of discussing on the business activities of our Company as performed by the same within 2012 as well as the above-mentioned items of the Agenda of such General Assembly Meetings;

Any shareholders of our Company who are entitled to attend or take part in the General Assembly Meetings thereof and the shares of whom are being traced by the “Central Securities Depository Institution” (MKK = Merkezi Kayıt Kuruluşu) on the basis of the records thereof are authorized to attend physically or to take part in person or by proxy in such General Assembly meetings;

Any shareholders intending to attend physically such General Assembly Meetings are entitled, by submitting their identity cards, to exercise their rights arising out of their shares recorded in the “Shareholders List” kept by the “Central Securities Depository Institution” (MKK). However, any shareholders who have previously provided to their stock brokers any restrictions for the provisioning and communication to our Company of any information on their identities and on the shares (stocks) kept in their accounts, are required to apply to their relevant stock brokers for the abolishment of such restrictions and provisioning and communication by such stock brokers to our Company of the information on their identities and on the shares (stocks) kept in their accounts, until at the latest 16:30 p.m. one day before the General Assembly Meetings, should they intend and request to be enlisted in the “General Assembly Shareholders List”. Taking part online in such General Assembly Meetings by the shareholders themselves in person or by virtues of their proxies is allowed only by secure electronic signature thereof;

Any shareholders are allowed to authorize their proxies by whom they will be represent in the General Assembly, either online in electronic environment by virtue of the Electronic Online (General Assembly) Meeting Teleconference System or by providing them an authenticated (notarized) Official Power of Attorney as provided in the Communiqué Series: IV, No. 8 of the Capital Market Board, or a non-authenticated (not notarized) Formal Power of Attorney bearing their duly signatures in the accompaniment of their authenticated (notarized) Official Signature Sample Statement as an integral part thereof; and Our Company’s “Board of Directors’ Annual Report” and “Audit Report” for the fiscal year 2012, the Financial Statements such as “Balance Sheet” and the “Income Statement” of our Company, and our “Board of Director’s Proposal for Distribution of Profit” as well as the recent state of the “Shareholding Structure” and the “Information regarding and Curriculums Vitae of the Nominated Candidates for the Board Membership” of our Company will be available online in softcopy format in electronic environment by virtue of the Electronic Online (General Assembly) Meeting Teleconference System and on the page “Investors Relations” in the website of our Company accessible at the address www.enka.com as well as physically in hardcopy format at the head office of our Company to the order of our shareholders at least 3 weeks prior to the date of the General Assembly Meetings.

INTERNAL REGULATIONS REGARDING THE WORKING PRINCIPLES AND PROCEDURES OF THE ORDINARY AND EXTRAORDINARY GENERAL ASSEMBLY MEETINGS
SHAREHOLDING STRUCTURE AS OF THE DATE OF PUBLICATION
INFORMATION REGARDING NOMINATED CANDIDATES FOR THE MEMBER OF THE BOARD AS TO BE PRESENTED TO THE APPROVAL OF THE GENERAL ASSEMBLY
PROPOSAL OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

19.03.2013

Our Board of Directors resolved, after the analysis of Consolidated Balance Sheet and Profit – Loss statements for the year 2012, prepared in accordance with the International Financial Reporting Standards, to distribute from the net consolidated profit for the period from January 01, 2012 to December 31, 2012;

To the share certificate holders representing the equity of TL 2,800,000,000 (as Cash) 224,000,000 TL
To the share certificate holders representing the equity of TL 2,800,000,000 (as Bonus issue) 400,000,000 TL
To the bonus certificate holders 19,316,677 TL
And resolved to propose to the General Assembly to distribute the cash dividend starting from May 8, 2013, to add the amount of bonus issue to the share capital, and allocating the remaining as extraordinary reserve fund after retaining the legal reserve.

31122012 DIVIDEND DISTRIBUTION TABLE

19.03.2013

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 2013 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.

19.02.2013

SUBMITTING FINANCIALS TO ANY AUTHORITY

Period of The Financials 31.12.2012
Submitted Authority Large Taxpayers Office of The Istanbul Provincial Finance Department
Reason of The Submission of Financials Provisional Tax For The 4th Quarter 2012
Date of The Submission 12.02.2013
Our Company’s Income Statement for the period 01.01.2012 – 31.12.2012 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.