SPECIAL CONDITION DISCLOSURES

22.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
22.11.2016 Buy 131,334 4.77 626,463.18 8,268,666 % 0,197 8,400,000 % 0,2

 

21.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
21.11.2016 Buy 200,000 4.69 938,000 8,068,666 %0,192 8,268,666 %0,197

 

18.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
18.11.2016 Buy 52,270 4.64 242,532.80 7,568,666 % 0,18 7,620,936 % 0,181
18.11.2016 Buy 200,000 4.67 934,000.00 7,620,936 %0,181 7,820,936 %0,186
18.11.2016 Buy 45,212 4.68 211,592.16 7,820,936 % 0,186 7,866,148 % 0,187
18.11.2016 Buy 100,000 4.72 472,000.00 7,866,148 %0,187 7,966,148 %0,19
18.11.2016 Buy 102,518 4.73 484,910.14 7,966,148 %0,19 8,068,666 %0,192

 

17.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
17.11.2016 Buy 300,000 4.67 1,401,000 6,968,666 % 0,166 7,268,666 % 0,173
17.11.2016 Buy 100,000 4.68 468,000 7,268,666 % 0,173 7,368,666 % 0,175
17.11.2016 Buy 200,000 4.69 938,000 7,368,666 % 0,175 7,568,666 % 0,18

 

16.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
16.11.2016 Buy 73,024 4.63 338,101.12 6,368,666 % 0,152 6,441,690 % 0,153
16.11.2016 Buy 128,875 4.64 597,980.00 6,441,690 % 0,153 6,570,565 % 0,156
16.11.2016 Buy 198,101 4.65 921,169.65 6,570,565 % 0,156 6,768,666 % 0,161
16.11.2016 Buy 106,541 4.66 496,481.06 6,768,666 % 0,161 6,875,207 % 0,164
16.11.2016 Buy 93,459 4.67 436,453.53 6,875,207 % 0,164 6,968,666 % 0,166

 

15.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
15.11.2016 Buy 75,867 4.62 350,505.54 5,668,666 % 0,135 5,744,533 % 0,137
15.11.2016 Buy 124,133 4.64 575,977.12 5,744,533 % 0,137 5,868,666 % 0,140
15.11.2016 Buy 400,000 4.65 1,860,000.00 5,868,666 % 0,14 6,268,666 % 0,149
15.11.2016 Buy 100,000 4.66 466,000.00 6,268,666 % 0,149 6,368,666 % 0,152

 

14.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
14.11.2016 Buy 1,039 4.5 4,675.5 5,268,666 % 0,125 5,269,705 % 0,125
14.11.2016 Buy 98,961 4.53 448,293.33 5,269,705 % 0,125 5,368,666 % 0,128
14.11.2016 Buy 76,796 4.54 348,653.84 5,368,666 % 0,128 5,445,462 % 0,13
14.11.2016 Buy 223,204 4.62 1,031,202.48 5,445,462 % 0,13 5,668,666 % 0,135

 

11.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
11.11.2016 Buy 100,000 4.59 459,000 5,168,666 % 0,123 5,268,666 % 0,125

 

09.11.2016
Notification Regarding Advance Dividend Payment

Board Decision Date 09.11.2016
Date of General Assembly Related To Advance Dividend Payment 29.03.2016
Related Interim Period 01.01.2016 / 30.09.2016
Ex-Dividend Date 14.12.2016
Payment Date 16.12.2016
Record Date 15.12.2016
Currency Unit TRY

 

Share Group Info Advance Dividend To Be Paid For Share With Par Value Of 1 TL – Gross (TL) Advance Dividend To Be Paid For Share With Par Value Of 1 TL – Gross (%) Advance Dividend To Be Paid For Share With Par Value Of 1 TL – Net (TL) Advance Dividend To Be Paid For Share With Par Value Of 1 TL – Net (%)
A Grubu, İşlem Görmüyor, TREENKA00029 0,03333 3,333 0,02833 2,833
B Grubu, ENKAI, TREENKA00011 0,03333 3,333 0,02833 2,833

 

ENKA İNŞAAT VE SANAYİ A.Ş. 01.01.2016 / 30.09.2016 Period Advanced Dividend Distribution Table (TL)

 

1.Current Period Profit 1.728.220.000
2.Taxes Payable (-) 342.417.000
3.Net Current Period Profit 1.385.803.000
4.Losses in Previous Years (-) 0
5.Primary Legal Reserve (-) 62.564.604
6.NET DISTRIBUTABLE CURRENT PERIOD PROFIT 1.323.238.396
7.Reserve As To Articles of Association (-) 0
8.Reserve for Privileged Shares (-) 0
9.AMOUNT CONSTITUTE THE BASIS OF ADVANCE DIVIDEND DISTRIBUTION 1.323.238.396
10.Amount of Advance Dividend 280.000.000
11.Amount of Advance Dividend Payment on Previous Interim Periods (-) 140.000.000
12.Primary Legal Reserve 7.000.000
13.NET CURRENT PERIOD PROFIT AFTER ADVANCE DIVIDEND PAYMENT 1.043.238.396

 

Basing on the power vested in the Board of Directors of our Company by the General Assembly thereof in its Ordinary Meeting held on 29.03.2016, our Company’s Board of Directors resolved by unanimous votes of the attendees of the Board Meeting, to distribute, as of the date of December 14th, 2016, a total of TL140.000.000,- 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 01.01.2016 to 30.09.2016, as Dividend Advances at a rate of 3,33% gross and 2,83% net per share, to the holders of share certificates representing the share capital amounting to TL4.200.000.000,-.

(Translation into English is just for informational purposes. In case of a discrepancy between the Turkish and the English versions, the Turkish version shall prevail.)

 

09.11.2016

The Board of Directors has resolved to select the auditing firm Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (the Turkish member firm of KPMG International Cooperative, a Swiss entity) as the independent auditor of our Company for auditing 2017 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.

(Translation into English is just for informational purposes. In case of a discrepancy between the Turkish and the English versions, the Turkish version shall prevail.)

 

08.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
08.11.2016 Buy  100,000 4.58 458,000 5,068,666 % 0,121 5,168,666 % 0,123

 

04.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
04.11.2016 Buy 100,000 4.56 456,000 4,668,666 % 0,111 4,768,666 % 0,114
04.11.2016 Buy 300,000 4.57 1,371,000 4,768,666 % 0,114 5,068,666 % 0,121

 

03.11.2016

The Corporate Governance Rating (9.16) that has been assigned to our company on 3.11.2015 is hereby revised up to 9.18.

 

Corporate Governance Compliance Rating Note Shareholders Public Disclosure and Transparency Stakeholders Board of Directors Corporate Governance Compliance Rating Note Total
Weight 25% 25% 15% 35% 100% 100%
Note 95.38 93.62 96.04 85.99 91.75 91.75

We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

 

03.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
03.11.2016 Buy 273,750 4.59 1,256,512.5 4,394,916 % 0,105 4,668,666 % 0,111

 

02.11.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
02.11.2016 Buy 102,743 4.57 469,535.51 4,194,916 % 0,1 4,297,659 % 0,102
02.11.2016 Buy 97,257 4.59 446,409.63 4,297,659 % 0,102 4,394,916 % 0,105

 

13.10.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 04.10.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
13.10.2016 Buy 100,000 4.53 453,000 3,894,916 % 0,093 3,994,916 % 0,095
13.10.2016 Buy 200,000 4.54 908,000 3,994,916 % 0,095 4,194,916 % 0,1

 

04.10.2016

According to the press release of the Capital Markets Board of Turkey (the Board) dated 25.07.2016, in addition to our share buyback resolution dated 26.07.2016, in order to protect the interests of minority shareholders, Board of Directors has resolved to increase the nominal value of buyback shares from 4,200,000 TL to 8,400,000 TL, to determine the funds to be reserved as 60,000,000 TL for this purpose including this increase and to authorize Vice President İlhan Gücüyener for the transactions till the second announcement of the Board.

 

04.10.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
04.10.2016 Buy 41,633 4.42 184,017.86 3,453,283 % 0,082 3,494,916 % 0,083
04.10.2016 Buy 400,000 4.44 1,776,000 3,494,916 % 0,083 3,894,916 % 0,093

 

03.10.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
03.10.2016 Buy 52,546 4.43 232,778.78 3,053,283 % 0,073 3,105,829 % 0,074
03.10.2016 Buy 347,454 4.44 1,542,695.76 3,105,829 % 0,074 3,453,283 % 0,082

 

30.09.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
30.09.2016 Buy 100,000 4.36 436,000 2,952,215 % 0,07 3,052,215 % 0,073
30.09.2016 Buy 1,068 4.38 4,677.84 3,052,215 %0,073 3,053,283 %0,073

 

29.09.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
29.09.2016 Buy 100,000 4.38 438,000 2,452,215 % 0,058 2,552,215 % 0,061
29.09.2016 Buy 400,000 4.39 1,756,000 2,552,215 % 0,061 2,952,215 % 0,07

 

26.09.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
26.09.2016 Buy 165,351 4.4 727,544.4 2,052,215 % 0,049 2,217,566 % 0,053
26.09.2016 Buy 234,649 4.41 1,034,802.09 2,217,566 % 0,053 2,452,215 % 0,058

 

19.09.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
19.09.2016 Buy 89,655 4.41 395,378 1,962,560 % 0,047 2,052,215 % 0,049

 

02.09.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
02.09.2016 Buy 200,000 4.39 878,000 1,587,560 % 0,038 1,787,560 % 0,043
02.09.2016 Buy 175,000 4.4 770,000 1,787,560 % 0,043 1,962,560 % 0,047

 

 

01.09.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
01.09.2016 Buy 100,000 4.37 437,000 1,177,560 % 0,028 1,277,560 % 0,03
01.09.2016 Buy 100,000 4,38 438,000 1,277,560 % 0,03 1,377,560 % 0,033
01.09.2016 Buy 210,000 4.39 921,900 1,377,560 % 0,033 1,587,560 % 0,038

 

24.08.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
24.08.2016 Buy 200,000 4.36 872,000 877,560 % 0,021 1,077,560 % 0,026
24.08.2016 Buy 100,000 4.37 437,000 1,077,560 % 0,026 1,177,560 % 0,028

 

15.08.2016
Notification Regarding Advance Dividend Payment

 

Board Decision Date 15.08.2016
Date of General Assembly Related To Advance Dividend Payment 29.03.2016
Related Interim Period 01.01.2016 / 30.06.2016
Ex-Dividend Date 28.09.2016
Payment Date 30.09.2016
Record Date 29.09.2016
Currency Unit TRY

 

Share Group Info Advance Dividend To Be Paid For Share With Par Value Of 1 TL – Gross (TL) Advance Dividend To Be Paid For Share With Par Value Of 1 TL – Gross (%) Advance Dividend To Be Paid For Share With Par Value Of 1 TL – Net (TL) Advance Dividend To Be Paid For Share With Par Value Of 1 TL – Net (%)
A Grubu, İşlem Görmüyor, TREENKA00029 0,03333 3,333 0,02833 2,833
B Grubu, ENKAI, TREENKA00011 0,03333 3,333 0,02833 2,833

 

ADVANCE DIVIDEND DISTRIBUTION TABLE

ENKA İNŞAAT VE SANAYİ A.Ş. 01.01.2016 / 30.06.2016 Period Advanced Dividend Distribution Table (TL)

 

1.Current Period Profit 1.285.555.000
2.Taxes Payable (-) 239.469.000
3.Net Current Period Profit 1.046.086.000
4.Losses in Previous Years (-) 0
5.Primary Legal Reserve (-) 50.579.635
6.NET DISTRIBUTABLE CURRENT PERIOD PROFIT 995.506.365
7.Reserve As To Articles of Association (-) 0
8.Reserve for Privileged Shares (-) 0
9.AMOUNT CONSTITUTE THE BASIS OF ADVANCE DIVIDEND DISTRIBUTION 995.506.365
10.Amount of Advance Dividend 140.000.000
11.Amount of Advance Dividend Payment on Previous Interim Periods (-) 0
12.Primary Legal Reserve 0
13.NET CURRENT PERIOD PROFIT AFTER ADVANCE DIVIDEND PAYMENT 855.506.365

 

Additional Explanations

Basing on the power vested in the Board of Directors of our Company by the General Assembly thereof in its Ordinary Meeting held on 29.03.2016, our Company’s Board of Directors resolved by unanimous votes of the attendees of the Board Meeting, to distribute, as of the date of September 28th, 2016, a total of TL140.000.000,- 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 01.01.2016 to 30.06.2016, as Dividend Advances at a rate of 3,33% gross and 2,83% net per share, to the holders of share certificates representing the share capital amounting to TL4.200.000.000,-.
(Translation into English is just for informational purposes. In case of a discrepancy between the Turkish and the English versions, the Turkish version shall prevail.)

 

29.07.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
29.07.2016 Buy 100,000 4.41 441,000 677,560 % 0,016 777,560 % 0,019
29.07.2016 Buy 100,000 4.42 442,000 777,560 % 0,019 877,560 % 0,021

 

28.07.2016

Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
28.07.2016 Buy 25,560 4.43 113,230.8 652,000 % 0,016 677,560 % 0,016

 

27.07.2016
Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
27.07.2016 Buy 100,000 4.37 437,000 402,000 % 0.01 502,000 % 0,012
27.07.2016 Buy 150,000 4.39 658,500 502,000 % 0,012 652,000 % 0,016

26.07.2016

According to the press release of the Capital Markets Board of Turkey (the Board) dated 25.07.2016, in addition to our share buyback resolution dated 25.07.2016, in order to protect the interests of minority shareholders, Board of Directors has resolved to buy back the shares up to nominal value of TL4,200,000 , to determine the funds to be reserved as TL 60,000,000 for this purpose and to authorize Vice President İlhan Gücüyener for the transactions till the second announcement of the Board.

25.07.2016
Shares Transaction Notification

Buyback transactions executed based on the resolution of Board of Directors dated 25.07.2016, are presented at the table below.

Shares Transaction Information
Transaction Date Type of Transaction Nominal Value of Shares Subject to Transaction (TRY) Transaction Price (TRY / Unit) Transaction Value (TRY) Nominal Value of Shares Owned Before Transaction (TRY) Ratio of Shares Owned in Company Capital Before Transaction (TRY) Nominal Value of Shares Owned After Transaction (TRY) Ratio of Shares Owned in Company Capital After Transaction (TRY)
25.07.2016 Buy 100,000 4.33 433,000 42,000 % 0,001 142,000 % 0,003
25.07.2016 Buy 260,000 4.35 1,131,000 142,000 % 0,003 402,000 % 0.01

25.07.2016

According to the press release of the Capital Markets Board of Turkey dated 21.07.2016, our Board of Directors has resolved by unanimous votes to buyback the Company’s shares without any upper limit and to authorize Vice President İlhan Gücüyener for the transactions.

26.05.2016

Article 6 of the Articles of Association namely “Share Capital of the Company”  and Article 19 of the Articles of Association namely “Meeting and Representation” have been amended and the amended Articles of Association including the latest version is attached.

17.05.2016

The starting date for the right to receive shares has been set as 23.05.2016. After the 5% dividend issuance in the amount of 200,000,000 TL as shares, the paid-in capital of the company would increase from 4,000,000,000 TL to 4,200,000,000 TL

13.05.2016

The application on 04.04.2016 to the CMB to increase the capital of the company, has been approved on 12.05.2016 by the CMB with 16/532 numbered decision and the registry document dated 13.05.2016 numbered 13/SA-532 has reached our company.

11.05.2016

The Corporate Governance Rating Agreement has been signed on 11 May 2016 between our Company and Saha Kurumsal Yönetim ve Derecelendirme Hizmetleri A.Ş. The agreement covers two periods and will expire on 11 May 2018.

01.04.2016

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.

 

31.03.2016

The Board of Directors of our Company resolved, as a result of the resolutions of the Ordinary General Assembly for the year 2015 of our Company as held on 29.03.2016, to raise the Share Capital of our Company, within the authorized Registered Share Capital Ceiling of TL 6,000,000,000 (Six Billion Turkish Liras) thereof, from its current level of TL 4,000,000,000 (Four Billion Turkish Liras) to TL 4,200,000,000 (Four Billion Two Hundred Million Turkish Liras) by increasing it 5%; and to cover TL 200,000,000 (Two Hundred Million Turkish Liras) from the 2nd Dividends of 2015; 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 399,999,998,833 holders of Registered Nominal Shares of Group B, bonus shares free of charge in proportion to their shares at a rate of 5% of each share they hold; and to issue the respective share certificates representing such increased part in the Share Capital as Registered Nominal Shares of Group B; and to make the necessary application to the Capital Markets Board for the approval of the Share Issue Certificate for capital increase as prepared for this purpose.

 

29.03.2016
General Assembly Meeting Resolutions

Type of the meeting Ordinary
Date and time of the meeting 29.03.2016 14:30:00
Begining of the Reporting Period 01.01.2015
End of the Reporting Period 31.12.2015
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.

  • The Annual Report of the Board of Directors and the Financial Statements for the fiscal year 2015 and the Report of Independent Auditors have been read and approved.
  • The Board Members have been acquitted for the Company’s activities for the fiscal year 2015;
  • Mehmet Sinan TARA and Haluk GERÇEK have been elected as the executive members of the Board, Erdoğan TURGUT has been elected as the non-executive member of the Board and; Elmas Melih ARAZ and Veli Ergin İMRE have been elected as the independent non-executive members of the Board.
  • DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (Member of Deloitte Touche Tohmatsu Limited) has been selected as the independent audit firm in accordance with the proposal of the Board of Directors.
  • Attached proposal of the Board of Directors regarding the profit distribution has been accepted.
  • The Board of Directors have been authorized to resolve for the distribution of Dividend Advances for the Fiscal Period 2016.
  • The draft of amendments to the Articles 6 and 19 of the Articles of Association has been approved.
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

 

Is the registered capital ceiling discussed? Yes
Is it accepted? Yes
Related Transaction Increase of the registered capital ceiling
Current registered capital ceiling (TL) 4,000,000,000
New registered capital ceiling (TL) 6,000,000,000
Validity of the registered capital ceiling 31.12.2020
The article to be amended of the Articles of Association 6

 

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 0.0710080
Group-A shares, Non-trading (Privileged), TREENKA00029 0.0800000 0.0710080

 

Date of Cash Dividend Payment 20.04.2016
Is distribution of shares dividend discussed? Yes
Will there be any shares dividend distribution? 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 199,999,999.417 5.00000
Group-A shares, Non-trading (Privileged), TREENKA00029 0.583 4.99571

 

ENCLOSURES:

 

04.03.2016

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 2016 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.

04.03.2016

Our Board of Directors resolved, after the analysis of Consolidated Balance Sheet and Profit – Loss statements for the year 2015, prepared in accordance with the Turkish Accounting Standards, to distribute from the Net Distributable Profit for the period from January 01, 2015 to December 31, 2015;

To the share certificate holders representing the equity of TL 4,000,000,000 (as Cash) 320,000,000 TL
To the share certificate holders representing the equity of TL 4,000,000,000 (as Bonus issue) 200,000,000 TL
To the bonus certificate holders 21,998,028 TL

and to prepare the profit distribution table by taking into account the 280,000,000 TL advance dividend distributed further to the Board of Directors’ resolution dated 05.11.2015 and by taking into account the legal status of the shareholders to distribute 8.00% gross and 7.10% net dividend to the shareholders representing the 4,000,000,000 TL equity and to propose to the General Assembly to distribute the cash dividend starting from April 20, 2016 and to add 200,000,000 TL which will be distributed as shares dividend and allocating the remaining as extraordinary reserve fund after retaining the legal reserve.

 

2015 DIVIDEND DISTRIBUTION TABLE

 

04.03.2016

The General Assembly Meeting

Date: March 29, 2016
Time: 14:30
Venue: Balmumcu Mahallesi, Zincirlikuyu Yolu No:6 ENKA Konferans Salonu, 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 Financial Statements for the fiscal year 2015;
  3. Reading and discussing the Report of Independent Auditors;
  4. As per the regulations of Capital Markets Board, informing the shareholders about the donations made within the fiscal year 2015 under the framework of Company’s current Donation and Aid Policy;
  5. Approval of Balance Sheet and Income Statement Accounts of 2015;
  6. Acquittal and release of the Board Members due to the Company’s activities for the fiscal year 2015;
  7. Election of the Board Members;
  8. As per 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;
  9. Approval of the selection of the Independent Auditors recommended by the Board of Directors;
  10. As per the regulations of Capital Markets Board, decision to be made on distribution of the Balance Sheet profit of 2015 according to the current Profit Distribution Policy of the Company;
  11. Approval of the draft of amendments to the Articles of Association of the Company as prepared in compliance with the Approval No. 12771 of the Capital Markets Board of 26.11.2015 and the Approval No. 12099360 of the Ministry of Customs and Trade of 01.12.2015 for the amendments to be made in Articles 6 and 19 of the Articles of Association.
  12. 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;
  13. Approving the Authorization of the Board of Directors for deciding the distribution of the Advance Dividend for the fiscal year 2016 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.
  14. 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 2016, if no sufficient profits are realized or even losses are suffered at the end of the fiscal year 2016;
  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 2015;
  16. Requests and recommendations.

 

NOTICE FOR ORDINARY GENERAL ASSEMBLY MEETING

The Ordinary General Assembly of the Holders of Ordinary Share Certificates of our Company will be held on March 29, 2016 Tuesday at 14:30 p.m. and the Ordinary General Assembly Meeting of the Holders of Privileged Share Certificates thereof also on March 29, 2016 Tuesday at 16:00 p.m. at Balmumcu Mahallesi, Zincirlikuyu Yolu No:6 ENKA Konferans Salonu, Beşiktaş –İstanbul for the purpose of discussing on the business activities of our Company as performed by the same within 2015 as well as the above‐ mentioned items of the Agenda of such General Assembly Meetings. There has been no necessity for our shareholders as making their shares blocked in Central Securities Depository Institution (MKK) for attending the Ordinary General Meeting and voting as well. 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. Shareholders intend 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 theiridentities and on the shares (stocks) kept in their accounts, until at the latest one day before the General Assembly Meeting., 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 signatures. 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: II‐30.1 of the Capital Market Board, or a non‐authenticated Formal Power of Attorney bearing their duly signatures in the accompaniment of their authenticated (notarized) Official Signature Sample Statement as an integral part thereof. Our Company’s “Board of Directors’ Annual Report” and “Audit Report” for the fiscal year 2015, 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” 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, three weeks before the date of the assembly.

 

DISCLOSURE FOR GENERAL ASSEMBLY NOTICE

 

15.02.2016
Submitting Financials to Any Authority

 

Period of the Financials : 31.12.2015
Submitted Authority : Large Taxpayers Office of the Istanbul Provincial Finance Department
Reason of Submission of the Financials : Provisional Tax for the 4th Quarter 2015
Date of Submission : 12.02.2016

 

Our Company’s Income Statement for the period 01.01.2015 – 31.12.2015 which has not been prepared in accordance with the Capital Markets Regulations as enclosed hereto, has been submitted in the Provisional Tax Declaration.