SPECIAL CONDITION DISCLOSURES

14.11.2014

Our Company’s consolidated financial statements for the fiscal period ended on September 30, 2014 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.

07.11.2014

Basing on the power vested in the Board of Directors of our Company by the General Assembly thereof in its Extraordinary Meeting held on 19.06.2014, our Company’s Board of Directors resolved not to distribute Dividend Advance for this accounting period.

15.10.2014

After our disclosure dated August 25, 2014 informing the signing of the Share Purchase Agreement with Deceuninck NV, after the necessary approvals given by the relevant competition authorities both in Turkey and Russia, corresponding part to 81.23% of the paid-up capital of our affiliated company Pimaş Plastik İnşaat Malzemeleri A.Ş. (“Pimaş”); as of October 15, 2014 before-mentioned share sale transactions has been finalized together with the realization of receiving the 57,673,300 Turkish Liras from Deceuninck NV after having the necessary approvals of the relevant competition authorities both in Turkey and Russia.

25.08.2014

Financial Asset Sale

Company’s Address Balmumcu Mahallesi, Zincirlikuyu Yolu, No:10, 34349 Beşiktaş İSTANBUL
Phone and Fax Numbers (0212) 376 10 00 – (0212) 272 88 69
E-mail address enka@enka.com
Phone and Fax Numbers of the Company’s relevant Department that organizes the relations with the Investor/Shareholders (0212) 376 10 00 – (0212) 274 09 83
Is the current disclosure up-to-date? No
Is the current disclosure a correction of the former one? No
Is the current disclosure a deferred disclosure? Yes
Date of the former Special Condition Disclosure related to the matter hereunder
Brief Information SALE OF SUBSIDIARY
Date of Board Resolution related to such Sale 22.08.2014
Name of the Fixed Financial Asset sold PİMAŞ PLASTİK İNŞAAT MALZEMELERİ A.Ş.
Field of Activity of the Fixed Financial Asset sold PRODUCTION OF PVC WINDOW PROFILES
Share Capital of the Fixed Financial Asset sold TL36,000,000
Date on which the Transaction has been/will be completed WHEN THE NECESSARY APPROVAL BY THE COMPETITION AUTHORITY IS OBTAINED
Terms of Sale PRE-PAYMENT FOLLOWING THE TRANSFER OF SHARES
Nominal Amount of the sold Shares TL 29,244,344
Price per Share 1,9722
Total Sum TL 57,673,300
Ratio of the sold Shares to the Share Capital of the Fixed Financial Asset (in %) 81.23%
Participation Rate in the Fixed Financial Asset after the Sale (in%) 0
Ratio of the remaining (held) Voting Shares to the Total Voting Shares of the Fixed Financial Asset after the Sale (in %) 0
Ratio of the value of the sold Fixed Financial Asset to the Total Assets of the Company in the recently disclosed Financial Statement thereof (in %) 1.11%
Impact thereof to the business activities of the Company N/A
Amount of Profit/Loss resulting from Sale (TL 29,000,000)
Mode of Utilization of the Profit resulting from Sale, if any N/A
Date of Board Resolution regarding the Mode of Utilization of the Profit resulting from Sale, if any N/A
Name/Company of the Purchaser DECEUNINCK NV
Shareholding Relationship of the Purchaser N/A
Method of Appraisal of the Value of the Fixed Financial Asset sold BY NEGOTIATIONS
Whether any Appraisal Report is issued? NO
If no Appraisal Report is issued, the reason therefore SALE IS MADE BY NEGOTIATION
If any Appraisal Report is issued, the value appraised therein NO APPRAISAL REPORT IS ISSUED
If the Transaction has not been/will not be performed in accordance with the Conclusion in the Appraisal Report, if any, the reason therefore NO APPRAISAL REPORT IS ISSUED

ADDITIONAL STATEMENTS:

In accordance with the Capital Markets Board’s Communiqué No. II-15.1 on “Special Conditions”, Clause 6, the Board of Directors of our Company decided by its Board Resolution No: 935 of 30/05/2014 to defer the disclosure to public of the pre-sale transactions related to the aforesaid sale in order to prevent any legal interest of our Company to be hurt and any misleading impression is created before investors.

Our Company’s Board of Directors discussed in its Board Meeting on 22/08/2014 to transfer to the firm Deceuninck NV (the “Purchaser”) the entire of its shares of 81.23% in the company Pimaş Plastik İnşaat Malzemeleri A.Ş. (“Pimaş”) for such price as to be fixed as a result of negotiations to be made with such firm. Thus, for the sale of our Company’s shares of 81.23% in the company Pimaş to the firm Deceuninck NV, it has been resolved a Share Purchase Agreement to be concluded by and between our Company and the firm Deceuninck NV, and thereafter our Company’s shares of 81.23% in the company Pimaş to be transferred to the firm Deceuninck NV for a price of TL57,673,300 provided that the necessary approval by the relevant competition authorities in Turkey and Russia is duly obtained as being needed for the performance of such transfer.

In addition, a further evaluation with respect to such share transfer has been made pursuant to the Capital Markets Board’s Communiqué No. II-23.1 on “Common Principals Related To Essential Transactions and Right of Withdrawal From Company (Buyout)” (“Communiqué”), Clause 6, Par. 5 as published on December 24th, 2013. In this connection, it has been seen that this share transfer does not meet such “Essential Criteria” as specified in the aforesaid Communiqué, Clause 6, Par. 5, Sentences a, b and c. Therefore, as a result of the evaluation made, it has been decided to evaluate such share transfer not as an Essential Transaction.

The aforesaid Share Purchase Agreement has been concluded and signed yesterday.

For the kind information of our Shareholders.

20.08.2014

Our Company’s consolidated financial statements for the fiscal period ended on June 30, 2014 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.

08.08.2014

Basing on the power vested in the Board of Directors of our Company by the General Assembly thereof in its Extraordinary Meeting held on 19.06.2014, our Company’s Board of Directors resolved by unanimous votes of the attendees of the Board Meeting, to distribute, as of the date of August 15th, 2014, a total of TL288,000,000,-, as indicated on the annexed Dividend Advance Distribution Schedule, from the amount that remains after deduction of the relevant reserves as required, pursuant to the provisions of the Turkish Code of Commerce and the Articles of Association, to be set apart from the net profit of the current period as indicated on the financial statements comprising the interim period from 01.01.2014 to 30.06.2014, as Dividend Advances at a rate of 8.00% gross and 6.80% net per share, to the holders of share certificates representing the share capital amounting to TL3,600,000,000.-.

12.06.2014

In order to comply with the legislation, the revised duties and working principles of the committees which are working under the Board of Directors as per attached has been unanimously resolved by the attended members of the Board of Directors.

27.05.2014

AGENDA FOR EXTRAORDINARY GENERAL ASSEMBLY

Date: June 19, 2014
Time: 14:00
Venue: Balmumcu Mahallesi, Hacı Faik Bey sokak No:3, ENKA Toplantı Merkezi Binası Beşiktaş – İstanbul

AGENDA

  1. Election of the General Assembly Presidential Board, and authorization of the Presidential Board for signing the Minutes of the General Assembly Meeting;
  2. Approval of authorization of the members of the Board of Directors to decide distribution of Dividend Advances for the Fiscal Period 2014 in compliance with Article 37 “Dividend Advance Distribution” of the Articles of Association of the Company and the Communiqué No: II-19.1 on Dividends of the Capital Markets Board as well;
  3. Discussion and approval of set off of the Dividend Advances to be distributed so, from any distributable resources as given in the annual financial situation statement for the Fiscal Period 2014, if no sufficient profits are realized or even losses are suffered at the end of the Fiscal Period 2014;
  4. Requests and recommendations

15.05.2014

Our Company’s consolidated financial statements for the fiscal period ended on March 31, 2014 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.

14.05.2014

The Corporate Governance Rating Agreement has been signed on 14 May 2014 between our Company and Saha Kurumsal Yönetim ve Derecelendirme Hizmetleri A.Ş. The agreement covers two periods and will expire on 14 May 2016.

13.05.2014

The starting date for the right to receive bonus shares has been set as 21.05.2014 and after the 12.5% share dividend issuance in the amount of 400,000,000 TL, the paid-in capital of the company would increase from 3,200,000,000 TL to 3,600,000,000 TL.

04.04.2014

The Board of Directors of our Company resolved, as a result of and in compliance with the resolutions of the Ordinary General Assembly 2013 of our Company as held on 27.03.2014, to raise the emitted Share Capital of our Company, within the applicable authorized Registered Share Capital Ceiling (Upper Limit) of TL 4,000,000,000 (Four Billion Turkish Liras) thereof, from its currently amount of TL 3,200,000,000 (Three Billion Two Hundred Million Turkish Liras) to a total of TL 3,600,000,000 (Three Billion Six Hundred Million Turkish Liras) by increasing the same by 12.50 % (Twelve Point Five Percent) of such currently amount; and to cover a total of TL 94,000,000 (Ninety Four Million Turkish Liras) of such increased amount of TL 400,000,000 (Four Hundred Million Turkish Liras) from the 1st Dividents falling to 2013, a further total of TL 270,000,000 (Two Hundred and Seventy Million Turkish Liras) from the 2nd Dividends also falling to 2013 and the remaining TL 36,000,000 (Thirty Six Million Turkish Liras) from the extraordinary reserves by adding the latter to the Share Capital of our Company; and for this purpose, to issue to a total of 1.167 holders of Registered Nominal Shares of Group A as well as to a total of 319,999,998,833 holders of Registered Nominal Shares of Group B, bonus shares free of charge in proportion to their shares at a rate of 12.50% (Twelve Point Five Percent) of each share they hold; to issue the respective share certificates representing such increased part in the Share Capital as Registered Nominal Shares of Group B; to approve and release, in accordance with the provisions of Section 18/7 of the Capital Markets Law, the registration with and publishing by the Trade Registry (Companies House) of the new version of Article 6 of the Articles of Association of our Company showing the emitted share capital thereof as annexed hereto; and to make the necassary application to the Capital Markets Law for the approval by the same of the Share Issue Certificate for capital increase by using company-internal resources as prepared for this purpose.

04.04.2014

By the resolution of the Board of Directors, committees formed for a tenor of one year are as follows:

Audit Committee
E. Melih Araz (Chairman)
V. Ergin İmre (Member)

Corporate Governance Committee
E. Melih Araz (Chairman)
Erdoğan Turgut (Member)
Gizem Özsoy (Member)

Early Identification of Risks Committee
V. Ergin İmre (Chairman)
Erdoğan Turgut (Member)

According to the structure of the Board of Directors, it is decided that scope of activities of Nominating and Compensation Committees will be carried out by the Corporate Governance Committee.

27.03.2014

General Assembly Meeting Resolutions

Type of the meeting Ordinary
Date and time of the meeting 27.03.2014 14:00:00
Begining of the Reporting Period 01.01.2013
End of the Reporting Period 31.12.2013
Has the general assembly meeting held? Yes
Resolutions Minutes of the meeting with the decisions of the General Assembly, list of attendees and the profit distribution statement 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 ? No

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 0.0850000 0.0744859
Group-A shares, Non-trading (Privileged),
TREENKA00029
0.0850000 0.0744859
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  399,999,998.541 12.49999
Group-A shares, Non-trading (Privileged),TREENKA00029 1.459 12.50214
Date of Cash Dividend Payment
16.04.2014
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 399,999,998.541 12.49999
Group-A shares, Non-trading (Privileged),
TREENKA00029
1.459 12.50214

ENCLOSURES:

PROFIT DISTRIBUTION STATEMENT

MINUTES OF MEETING

LIST OF ATTENDEES

19.03.2014

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

04.03.2014

The Board of Directorts has resolved to approve the below attached Disclosure Policy, which is revised regarding the regulations of Capital Markets Board, and to disclose it through the Public Disclosure Platform and to publish it on our website.

DISCLOSURE POLICY

04.03.2014

Our Board of Directors resolved, after the analysis of Consolidated Balance Sheet and Profit – Loss statements for the year 2013, prepared in accordance with the International Financial Reporting Standards, to distribute from the Net Distributable Profit for the period from January 01, 2013 to December 31, 2013;

To the share certificate holders representing the equity of TL 3,200,000,000 (as Cash) 272,000,000 TL
To the share certificate holders representing the equity of TL 3,200,000,000 (as Bonus issue) 400,000,000 TL
To the bonus certificate holders 23,442,778 TL

And resolved to propose to the General Assembly to distribute the cash dividend starting from April 16, 2014, 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 the holders of each Group A and Group B shares, Group B bonus shares would be given in a rate of 12.5%.

2013 DIVIDEND DISTRIBUTION TABLE

04.03.2014

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

04.03.2014

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 2014 financial statements in accordance with the opinion of our Company’s Audit Committee and as pursuant to the regulations of the Capital Markets Board of Turkey as well as other related regulations and to present such selection to the approval of the General Assembly.

04.03.2014

AGENDA FOR GENERAL ASSEMBLY

Date: March 27, 2014
Time: 14:00
Venue: Balmumcu Mahallesi, Hacı Faik Bey sokak No:3, ENKA Toplantı Merkezi Binası Beşiktaş – İstanbul

AGENDA

  1. Election of the General Assembly Presidential Board and authorization of the Presidential Board for signing the Minutes of the General Assembly Meeting
  2. Reading and discussing the Annual Report of the Board of Directors and the Balance Sheet and Income Statement for the fiscal year 2013
  3. Reading and discussing the Report of Independent Auditors
  4. Informing the shareholders about the donations made within the fiscal year 2013
  5. Approval of Balance Sheet and Income Statement Accounts of 2013
  6. Acquittal and release of the Board Members
  7. Informing the shareholders about the Remuneration Policy applicable to Board Members and Managers who have an administrative responsibility which is revised regarding the regulations of Capital Markets Board
  8. Election of the Board Members
  9. Determining the attendance fee payable to Board Members
  10. Approval of the selection of the Independent Auditors
  11. Making decision on distribution of the Balance Sheet profit of 2013
  12. Approval of the Profit Distribution Policy which is revised regarding the regulations of Capital Markets Board
  13. Approval of the Donation and Aid Policy which is revised regarding the regulations of Capital Markets Board
  14. Informing the shareholders about the total amount of guarantees, pledges, mortgages and encumbrances given to the benefit of third parties regarding the regulations of Capital Markets Board
  15. 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 2013
  16. Requests and recommendations.

DISCLOSURE FOR GENERAL ASSEMBLY NOTICE
POLICIES WHICH WILL BE SUBMITTED TO THE GENERAL ASSEMBLY

03.03.2014

It is informed by SAHA Corporate Governance and Credit Rating Services, Inc. that corporate governance compliance ratings of the companies are updated by SAHA regarding revised rating principles which are renewed at the meeting of Capital Markets Board dated 01.02.2013 and numbered 4/105. Weights which will be used in corporate governance compliance are defined in main sections as 25% for “Shareholders”, 25% for “Public Disclosure and Transparency”, 15% for “Stakeholders” and %35 for “Board of Directors” and the methodology for rating has been changed. In this context, revised corporate governance complience rating of our company is 87.25 over 100 where sub-sections are as follows; 93.31 for “Shareholders”, 87.51 for “Public Disclosure and Transparency”, 87.81 for “Stakeholders” and 82.50 for “Board of Directors”.

14.02.2014

SUBMITTING FINANCIALS TO ANY AUTHORITY

Period of The Financials 31.12.2013
Submitted Authority Large Taxpayers Office of The Istanbul Provincial Finance Department
Reason of The Submission of Financials Provisional Tax For The 4th Quarter 2013
Date of The Submission Date of The Submission

Our Company’s Income Statement for the period 01.01.2013 – 31.12.2013 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.