The board of directors, with its resolution no 967 dated 18.11.2015, had resolved to amend Article 6 and Article 19 of the Articles of Association of the Company regarding the share capital and management & representation and to apply to the Capital Markets Board (CMB) for the necessary authorizations. These amendments have been approved by the CMB on 26.11.2015.
The Board of Directors, with its resolution no 967 dated 18.11.2015, has resolved to increase the registered capital ceiling from 4,000,000,000 TL to TL 6,000,000,000 and to apply to the Capital Markets Board for the necessary authorizations. The application has been done on 19.11.2015.
Basing on the power vested in the Board of Directors of our Company by the General Assembly thereof in its Ordinary Meeting held on 27.03.2015, our Company’s Board of Directors resolved by unanimous votes of the attendees of the Board Meeting, to distribute, as of the date of November 11th, 2015, a total of TL280,000,000,-, 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 01.01.2015 to 30.09.2015, as Dividend Advances at a rate of 7,00% gross and 5,95% net per share, to the holders of share certificates representing the share capital amounting to TL4,000,000,000,-.
Our Company’s consolidated summary financial statements prepared in accordance with the International Financial Reporting Standards for the fiscal period ended on March 31, 2015 in English have been submitted to the information of investors on our website www.enka.com.
The starting date for the right to receive shares has been set as 06.05.2015 and after the 11.11% (2.92% as bonus issue, 8.19% as shares dividend) dividend issuance in the amount of 400,000,000 TL as shares, the paid-in capital of the company would increase from 3,600,000,000 TL to 4,000,000,000 TL.
The application on 08.04.2015 to the CMB to increase the capital of the company, has been approved on 28.04.2015 by the CMB with 11/515 numbered decision and the registry document dated 29.04.2015 numbered 18/SA-515 has reached our company. (The CMB Letter is attached in Turkish original)
The Board of Directors of our Company resolved, as a result of and in compliance with the resolutions of the Ordinary General Assembly 2014 of our Company as held on 27.03.2015, to raise the 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 current amount of TL 3,600,000,000 (Three Billion Six Hundred Million Turkish Liras) to TL 4,000,000,000 (Four Billion Turkish Liras) by increasing the same by 11.11% of such current amount; and to cover TL 65,000,000 (Sixty Five Million Turkish Liras) of such increased amount of TL 400,000,000 (Four Hundred Million Turkish Liras) from the 1st Dividends of 2014, a further total of TL 230,000,000 (Two Hundred and Thirty Million Turkish Liras) from the 2nd Dividends of 2014 and the remaining TL 90,000,000 (Ninety Million Turkish Liras) from the extraordinary reserves and TL 15,000,000 (Fifteen Million Turkish Liras) from the subsidiary sales profit fund by adding the latters 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 359,999,998,833 holders of Registered Nominal Shares of Group B, bonus shares free of charge in proportion to their shares at a rate of 11.11% 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 of the new version of Article 6 of the Articles of Association of our Company showing the share capital thereof; and to make the necessary 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.
By the resolution of the Board of Directors, committees formed for a tenor of one year are as follows:
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.
General Assembly Meeting Resolutions
|Type of the meeting||Ordinary|
|Date and time of the meeting||27.03.2015 14:30:00|
|Begining of the Reporting Period||01.01.2014|
|End of the Reporting Period||31.12.2014|
|Has the general assembly meeting held?||Yes|
|Resolutions||The main resolutions taken in the General Assembly of our company is stated below. 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||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||0.0833333||0.0757900|
|Group-A shares, Non-trading (Privileged),
|Date of Cash Dividend Payment||14.04.2015|
|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||294,999,999.044||8.19444|
|Group-A shares, Non-trading (Privileged),
Our Board of Directors resolved, after the analysis of Consolidated Balance Sheet and Profit – Loss statements for the year 2014, prepared in accordance with the International Financial Reporting Standards, to distribute from the Net Distributable Profit for the period from January 01, 2014 to December 31, 2014;
|To the share certificate holders representing the equity of TL 3,600,000,000 (as Cash)||300,000,000 TL|
|To the share certificate holders representing the equity of TL 3,600,000,000 (as Bonus issue)||295,000,000 TL|
|To the bonus certificate holders||25,887,670 TL|
And to prepare the profit distribution table by taking into account the 288,000,000 TL advance dividend distributed further to the Board of Directors’ resolution dated 08.08.2014 and by taking into account the legal status of the shareholders to distribute 8.33% gross and 7.58% net dividend to the shareholders representing the 3,600,000,000 TL equity and to propose to the General Assembly to distribute the cash dividend starting from April 14, 2015 and to add 295,000,000 TL which will be distributed as shares dividend, together with 90,000,000 TL from the extraordinary legal reserves and 15,000,000 TL from the subsidiary sales profit fund to the share capital of our company and allocating the remaining as extraordinary reserve fund after retaining the legal reserve.
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 2015 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.
The General Assembly Meeting
|Date:||March 27, 2015|
|Venue:||Balmumcu Mahallesi, Hacı Faik Bey sokak No:3, ENKA Toplantı Merkezi Binası Beşiktaş – Istanbul|
- Election 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 Financial Statements for the fiscal year 2014
- Reading and discussing the Report of Independent Auditors
- Regarding the regulations of Capital Markets Board, informing the shareholders about the donations made within the fiscal year 2014 under the framework of Company’s current Donation and Aid Policy
- Approval of Balance Sheet and Income Statement Accounts of 2014
- Acquittal and release of the Board Members due to the Company’s activities for the fiscal year 2014;
- Election of the Board Members
- Regarding the regulations of Capital Markets Board, determining the attendance fee for the Board Members according to the principles set in the Remuneration Policy Applicable to the Board Members and Administratively Responsible Managers
- Approval of the selection of the Independent Auditors recommended by the Board of Directors
- Regarding the regulations of Capital Markets Board, making decision on distribution of the Balance Sheet profit of 2014 according to the current Profit Distribution Policy of the Company
- Informing the shareholders that there are no guarantees, pledges, mortgages and encumbrances given to the benefit of third parties regarding the regulations of Capital Markets Board
- Approving the Authorization of the Board of Directors for deciding the distribution of the Advance Dividend for the fiscal year 2015 in accordance with the Article No.37 of the Articles of Association and within the scope of Capital Markets Board’s Communiqué No.II-19.1 dated January 23, 2014 for advance dividends.
- 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 year 2015, if no sufficient profits are realized or even losses are suffered at the end of the fiscal year 2015
- 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 2014
- Requests and recommendations.
Our Company’s consolidated financial statements in Turkish for the fiscal period ended on December 31, 2014 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.
Submitting Financials to Any Authority
|Period of the Finacials||31.12.2014|
|Submitted Authority||İstanbul Defterdarlığı Büyük Mükellefler Vergi Dairesi|
|Reason of Submission of the Financials||2014 yılı 4.Dönem Geçici Vergi|
|Date of Submission||16.02.2015|
The attached Income Statement of our company for the period 01.01.2014 – 31.12.2014 which has not been prepared in accordance with the Capital Markets Regulations, has been submitted in the Provisional Tax Declaration.