GENERAL MEETINGS OF SHAREHOLDERS

General Meetings of Shareholders

Agenda

  • Opening, the moment of silence and election of the Presidential Board,
  • Authorization of the Presidential Board for signing the minutes of the General Assembly Meeting,
  • Reading and discussion of the Annual Report of the Board of Directors for the year 2018,
  • Reading the Summary Statement of the Independent Audit Report for the fiscal year 2018,
  • Reading, discussion and approval of the Financial Statements for the fiscal year 2018,
  • Acquittal of each member of the Board of Directors in relation to the Company’s activities and transactions in 2018,
  • Determination of the number and the term of office for the members of the Board of Directors and selection of the Board members including the Independent Directors,
  • Determination of the remuneration to be paid to the members of the Board of Directors for the year 2019,
  • Discussion and approval of the Board of Directors’ proposal for the distribution of 2018 profit and the date of dividend distribution,
  • Granting authorization to the members of the Board of Directors for performing the transactions stated in the Articles 395 and 396 of the Turkish Commercial Code,
  • Discussion and approval of the Board of Directors’ proposal regarding the selection of the independent audit company for auditing the Company’s accounts and transactions for the fiscal year 2019 in accordance with the Capital Market Law and the Turkish Commercial Code,
  • Informing the General Assembly about the donations made in 2018; discussion and approval of the upper limit for the donations to be made during the period of 1 January-31 December 2019,
  • Informing the General Assembly about the collaterals, pledges, mortgages and sureties granted by the Company in favor of third parties and the income and benefits generated therefrom in 2018 in accordance with the CMB regulations,
  • Closing.
  • Opening, the moment of silence and election of the Presidential Board,
  • Authorization of the Presidential Board for signing the minutes of the General Assembly Meeting,
  • Review and discussion of the 2017 Annual Report of the Board of Directors,
  • Review of the Summary Statement of the Independent Audit Report for the fiscal year 2017,
  • Review, discussion and approval of the Financial Statements for the fiscal year 2017,
  • Acquittal of the members of the Board of Directors severally for their activities and transactions in relation to the Company for the year 2017,
  • Determination of the number and tenure of office for the members of the Board of Directors and election of the Board members including the Independent Directors,
  • Determination of the remuneration for the members of the Board of Directors for the year 2018,
  • Discussion and approval of the Board of Directors’ proposal for the distribution of 2017 profit and the date of dividend distribution,
  • Granting authorization to the members of the Board of Directors for performing the transactions stated in the Articles 395 and 396 of the Turkish Commercial Code,
  • Discussion and approval of the Board of Directors’ proposal regarding the selection of the independent audit company for auditing the Company’s accounts and transactions for the fiscal year 2018 in accordance with the Capital Market Law and the Turkish Commercial Code,
  • Informing the General Assembly about the donations and aids made in 2017; discussion and approval of the upper limit for the donations to be made during the period of 1 January-31 December 2018,
  • Informing the General Assembly about the collaterals, pledges, mortgages and sureties granted by the Company in favor of third parties and the income and benefits generated therefrom in 2017 in accordance with the CMB regulations,
  • Closing.
  • Opening, the moment of silence and election of the Presidential Board,
  • Authorization of the Presidential Board for signing the minutes of the General Assembly Meeting,
  • Review and discussion of the 2016 Annual Report of the Board of Directors,
  • Review of the Summary Statement of the Independent Audit Report for the fiscal year 2016,
  • Review, discussion and approval of the Financial Statements for the fiscal year 2016,
  • Acquittal of the members of the Board of Directors severally for their activities and transactions in relation to the Company for the year 2016,
  • Determination of the number and the tenure of office for the members of the Board of Directors and election of the Board members including the Independent Directors,
  • Determination of the remuneration for the members of the Board of Directors for the year 2017,
  • Discussion and approval of the Board of Directors’ proposal for dividend distribution for the year 2016 and the date of distribution,
  • Granting authorization to the members of the Board of Directors for performing the transactions stated in the Articles 395 and 396 of the Turkish Commercial Code,
  • Discussion and approval of the Board of Directors’ proposal regarding the selection of the independent audit company for auditing the Company’s accounts and transactions for the fiscal year 2017 in accordance with the Capital Market Law and the Turkish Commercial Code,
  • Informing the General Assembly about the donations and aids made in 2016; discussion and approval of the upper limit for the donations to be made during the period of 1 January-31 December 2017,
  • Informing the General Assembly about the collaterals, pledges, mortgages and sureties granted by the Company in favor of third parties and the income and benefits generated therefrom in 2016 in accordance with the CMB regulations,
  • Closing.
  • Opening, the moment of silence and the election of the Presidential Board,
  • Authorization of the Presidential Board for signing the minutes of the General Assembly Meeting,
  • Review and discussion of the 2015 Annual Report of the Board of Directors,
  • Review of the Summary Statement of the Independent Audit Report for the fiscal year 2015,
  • Review, discussion and approval of the Financial Statements for the fiscal year 2015,
  • Acquittal of the members of the Board of Directors severally for their activities and transactions in relation to the Company for the year 2015,
  • Determination of the number and the tenure of office for the members of the Board of Directors and election of the Board members including the Independent Directors,
  • Determination of the remuneration for the members of the Board of Directors for the year 2016,
  • Discussion and approval of the Board of Directors’ proposal for dividend distribution for the year 2015 and the date of distribution,
  • Granting authorization to the members of the Board of Directors for performing the transactions stated in the Articles 395 and 396 of the Turkish Commercial Code,
  • Discussion and approval of the Board of Directors’ proposal regarding the selection of the independent audit company for auditing the Company’s accounts and transactions for the fiscal year 2016 in accordance with the Capital Market Law and the Turkish Commercial Code,
  • Informing the General Assembly about the donations and aids made in 2015; discussion and approval of the upper limit for the donations to be made during the period of 1 January-31 December 2016,
  • Informing the General Assembly about the collaterals, pledges, mortgages and sureties granted by the Company in favor of third parties and the income and benefits generated therefrom in accordance with the CMB regulations,
  • Closing.

The 2014 Ordinary General Assembly Meeting of our Company will be held to discuss the following agenda items at the address of Zorlu Center, 34340 Beşiktaş/ISTANBUL on 27 April 2015 at 13:30 p.m.

  • Opening, the moment of silence and the election of the Presidential Board,
  • Authorizing the Presidential Board for signing the minutes of the General Assembly Meeting,
  • Review and discussion of the 2014 Annual Report of the Board of Directors,
  • Review and discussion of the Summary Independent Audit Report for the fiscal year 2014,
  • Review, discussion and approval of the Financial Statements for the fiscal year 2014,
  • Acquittal of the members of the Board of Directors regarding their activities and transactions held in 2014,
  • Determination of the number and the duty terms of the members of the Board of Directors, election of the members of the Board of Directors including the independent Directors,
  • Determination of the remuneration for the members of the Board of Directors for the year 2015,
  • Discussion and approval of the Board of Directors’ proposal for profit distribution for the year 2014,
  • Authorization of the members of the Board of Directors pursuant to Articles 395 and 396 of the Turkish Commercial Code,
  • Discussion and approval of the Board’s proposal regarding the selection of the independent audit company for auditing the Company’s accounts and transactions for the fiscal year 2015 in accordance with the Capital Market Law and the Turkish Commercial Code,
  • Informing the General Assembly about donations and aids made in 2014; discussion and approval of the upper limit for donations to be made in 2015 starting from the beginning of 2015,
  • Informing the General Assembly about the sureties, pledges and mortgages granted by the Company to third parties as per the CMB regulations, and the revenues and benefits generated accordingly,
  • Closing.

The Ordinary General Assembly Meeting of our Company is going to be held on 22.04.2014 at 13:30 at Zorlu Plaza, 34310 Avcılar/ISTANBUL and the following agenda topics will be discussed.

  • Opening, the moment of silence and the election of the Presidential Board,
  • Authorizing the Presidential Board for signing the minutes of the General Assembly Meeting,
  • Reading and discussing the 2013 Annual Report of the Board of Directors,
  • Reading and discussing the Independent External Auditors’ Report for the fiscal year 2013,
  • Reading, discussing and approving the Financial Statements for the fiscal year 2013,
  • Acquittal of each of the members of the Board of Directors regarding their activities and transactions held in 2013,
  • Determination of the number and the duty terms of the members of the Board of Directors, election of the members of the Board of Directors including the independent members,
  • Determination of remuneration for the members of the Board of Directors in 2014,
  • Discussing and approving the proposal of the Board of Directors related to profit distribution dated 26.03.2014
  • Discussing and approving the “Profit Distribution Policy” of the Company ,
  • Authorization of the members of the Board of Directors pursuant to Articles 395 and 396 of the Turkish Commercial Code ,
  • Discussing and approving the selection of the independent external auditor for the auditing of the Company’s accounts and transactions for the fiscal year 2014 in accordance with the Capital Market Law and the Turkish Commercial Code,
  • Informing the General Meeting about donations and aids made in 2013; discussion and approval of the upper limit for donations to be made in 2014 starting from the begining of 2014,
  • Informing the General Meeting about securities, pledges and mortgages granted by the Company as per the CMB regulations to any third party,and the revenues and benefits acquired accordingly,
  • Discussing and resolving the subject of amending article 8 of the Articles of Association provided that necessary permissions have been given by the CMB and Ministry of Customs and Trade prior to the General Assembly date,
  • Informing the General Meeting about the remuneration criteria of Board of Directors and executive managers in accordance with the Capital Markets Board’s Corpote Governance Principles,
  • Closing

The Ordinary General Assembly Meeting of our Company is going to be held on 05.06.2013 at 14.30 at Zorlu Plaza, 34310 Avcılar/ISTANBUL and the following agenda topics will be discussed.

  • Opening, the Moment of Silence and the election of the Presidential Board,
  • Authorizing the Presidential Board for signing the minutes of the General Assembly Meeting,
  • Reading and discussing the 2012 Annual Report of the Board of Directors,
  • Reading and discussing the Auditor’s Report for the fiscal year 2012,
  • Reading and discussing the Independent External Auditors’ summary report for the fiscal year 2012,
  • Reading, discussing and approving the Financial Tables for the fiscal year 2012,
  • Acquittal of each of the members of the Board of Directors regarding their activities and transactions held in 2012,
  • Acquittal of the Auditors regarding their activities and transactions held in 2012,
  • Determination of the number and the duty terms of the members of the Board of Directors, election of the members of the Board of Directors including the independent members,
  • Determination of remuneration for the members of the Board of Directors in 2013,
  • Informing the General Meeting regarding the loss in 2012,
  • Discussing and approving the “Profit Distribution Policy” of the Company as per the Corporate Governance Principles,
  • Authorization of the members of the Board of Directors pursuant to Articles 395 and 396 of the Turkish Commercial Code to engage in businesses by themselves or on behalf of others regardless of whether the Company engages in such operations or not and to participate in such companies and to perform other transactions,
  • Informing the General Meeting about the transactions of controlling shareholders, executive managers and their spouses and second degree relatives (by blood or marriage) in compliance with the article 1.3.7 of CMB’s Corporate Governance Principles,
  • Informing the General Meeting about donations and aids made in 2012; discussion and decree of the upper limit for donations to be made in 2013; discussion and approval of the donations made from the beginning of 2013 till the date of General Meeting,
  • Informing the General Meeting about securities, pledges and mortgages granted by the Company as per the CMB regulations to any third party,and the revenues and benefits acquired accordingly,
  • Informing the General Meeting about the related party transactions performed in 2012,
  • Discussing and resolving the subject of amending articles 3., 5., 6., 8., 9., 10., 11.,12., 13., 15., 16., 18., 19., 21., 22., 23., 26., 27., 28., 29 and withdrawing articles 14., 30., 33 of the Articles of Association provided that necessary permissions have been given by the CMB and Ministry of Customs and Trade prior to the General Assembly date,
  • Closing

The Extraordinary General Assembly Meeting of our Company is going to be held on 27.03.2013 at 12.30 at Zorlu Plaza, 34310 Avcılar/ISTANBUL

  • Opening, homage and election of the Meeting Chair;
  • Authorization of the Meeting Chair to sign the minutes of the Extraordinary General Meeting;
  • Discussion and approval of the selection of the independent external auditing firm for the audit of the Company's accounts and transactions for 2013 in accordance with the Capital Markets Law and applicable regulations as well as the Turkish Commercial Act;
  • Approval of the "Internal Directive on Working Principles and Procedures for General Meetings" drafted pursuant to the Regulations published in the Official Gazette of November 28, 2012 on the Principles and Procedures for General Meetings of Joint-Stock Companies and Presence of Ministry of Customs and Trade Representatives at Such Meetings;
  • Closing.

The Ordinary General Assembly Meeting of our Company is going to be held on 19.06.2012 at 11.00 at Zorlu Plaza, 34310 Avcılar/ISTANBUL and the following agenda topics will be discussed.

  • Opening, silence and election of the Presidential Board
  • Authorizing the Presidential Board for signing the minutes of the General Assembly Meeting;
  • Reading the Annual Report of the Board of Directors and Auditor’s Report for fiscal year 2011,
  • Reading, the Summary Report of the Independent External Auditor for fiscal year 2011,
  • Reading, discussing and accepting the Balance Sheet and Income Statement for the fiscal 2011
  • Acquitting the members of the Board of Directors separately for activities and operations in 2011
  • Acquitting the Auditors separately for activities and operations in 2011;
  • Determination of the number and duty periods of the members of the Board of Directors, election of the members of the Board of Directors, appointment of the Independent members of the Board of Directors,
  • Determination of the number and duty periods of Auditors and their election,
  • Determination of the attendance fees to be paid to the members of the Board of Directors in 2012,
  • Determination of the remuneration to be paid to the Auditors in 2012,
  • Submitting the proposal of the Board of Directors on no profit distribution and resolving the same subject after discussing in the General Assembly,
  • Informing the shareholders about the profit distribution policy of the Company in 2012 and subsequent years according to the Corporate Governance Principles,
  • Discussion and approval of the selection of the independent external audit company made by the Board of Directors pursuant to the Capital Markets Board communiqué on Independent Auditing Standards in Capital Markets,
  • Informing the shareholders on the “Remuneration Policy” for the members of the Board of Directors and executive managers of the Company according to the Corporate Governance Principles,
  • Authorizing the controlling shareholders, the executive managers of the company and their spouses and second degree relatives (by blood or marriage) to perform transactions, to compete with the Company or its affiliates that may constitute a conflict of interest; taking the resolution of authorizing the members of the Board of Directors to carry out operations within or out of the engagement of the Company in person or on behalf of others and to participate in companies carrying such operations and to carry out other operations according to Articles 334 and 335 of the Turkish Trade Act,
  • Informing the general Assembly on donation and charities given in 2011,
  • Submitting the Donation and Charity Policy of the Company prepared as per Corporate Governance Principles, to the approval of the General Assembly,
  • Within the frame of the Capital Markets Board regulations, informing the shareholders on the guarantees, pledges and mortgages given in favour of 3RD parties and the income or benefit obtained therefrom,
  • Discussing and resolving the subject of amending articles 5,8,11,16,20,29,30,31,34,35 and 36 of the Articles of Association provided that necessary permissions have been given by the CMB and Ministry of Customs and Trade before the General Assembly date,
  • Informing the shareholders on related party transactions performed within the year,
  • Wishes and closing
  • Opening, moment of silence and election of the Court
  • Delegation of authority to the Court to sign the Minutes of the General Shareholders' Meeting on behalf of the General Assembly.
  • Reading of the Annual Report and Auditor's Report on the activities and accounts of the year of 2010.
  • Reading of the Independent External Auditing Report relating to the fiscal year 2010.
  • Review, discussion and approval of the financial statements relating to the fiscal year 2010.
  • Deciding upon the matter of discharging of the members of the Board of Directors from their responsibilities for the activities of the year of 2010.
  • Deciding upon the matter of discharging of the members of the auditors from their responsibilities for the activities of the year of 2010.
  • Determination of the number of members and term of office of the Board of Directors, and holding an election.
  • Determination of the number of members and term of office of the Auditors and holding an election.
  • Determination of the fees of the members of the Board of Directors for the fiscal year 2011.
  • Determination of the fees of the members of the Auditors for the fiscal year 2011.
  • Discussions on proposal of the Board of Directors related to distribution of profit and submission of this for approval.
  • Approval of the election of the Independent Audit Firm selected by the Board of Directors for the fiscal year 2011.
  • Resolution procurement on the matter of delegation of authority and permissions written down in the articles 334. and 335. of the Turkish Commercial Code to the members of the Board of Directors.
  • Presentation of information on donations being made within the year in accordance with the Decision of the Capital Markets Board dated 05.06.2003 and numbered 29/666.
  • Presentation of information on guarantees, pledges and mortgages provided by the Company to the third parties and the derived income in accordance with the Decision of the Capital Markets Board dated 09.09.2009 and numbered 28/780.
  • With the precaution of the required given permissions by the CMB (Capital Markets Board) and The Ministry of Industry and Trade before the date of the General Meeting, discussing and the adjudication of the amendments to be made to the 5th, 8th, 10th and 31rd clause in the Company's Articles of Association.
  • Wishes and closing.
  • Opening, moment of silence and election of the Court
  • Delegation of authority to the Court to sign the Minutes of the General Shareholders' Meeting on behalf of the General Assembly.
  • Reading of the Annual Report and Auditor's Report on the activities and accounts of the year of 2009.
  • Reading of the Independent External Auditing Report.
  • Review, discussion and approval of the financial statements relating to the fiscal year 2009.
  • Deciding upon the matter of discharging of the members of the Board of Directors from their responsibilities for the activities of the year of 2009.
  • Deciding upon the matter of discharging of the members of the auditors from their responsibilities for the activities of the year of 2009.
  • Determination of the number of members of the Board of Directors and holding an election.
  • Determination of the number of members of the Auditors and holding an election.
  • Determination of the fees of the members of the Board of Directors.
  • Determination of the fees of the members of the Auditors.
  • Discussions on proposal of the Board of Directors related to distribution of profit and submission of this for approval.
  • Approval of the election of the Independent Audit Firm selected by the Board of Directors for 2010.
  • Resolution procurement on the matter of delegation of authority and permissions written down in the articles 334. and 335. of the Turkish Commercial Code to the members of the Board of Directors.
  • Presentation of information on donations being made within the year.
  • Presentation of information on guarantees, pledges and mortgages provided by the Company to the third parties and the derived income in accordance with the Decision of the Capital Markets Board dated 09/09/2009 and numbered 28/780.
  • Presentation of Revised Public Disclosure Policy.
  • With the precaution of the required given permissions by the CMB (Capital Markets Board) and The Ministry of Industry and Trade before the date of the General Meeting, discussing and the adjudication of the amendments to be made to the 5th, 6th and 33rd clause and cancellation of the 7th clause in the Company's Articles of Association.
  • Wishes and closing.
  • Opening and moment of silence.
  • Election of the Court.
  • Delegation of authority to the Court to sign the Minutes of the General Shareholders' Meeting on behalf of the General Assembly.
  • Reading of the Report of the Directors (Annual Report) on the activities and accounts of the year of 2008.
  • Reading of the financial statements drawn up according to the communiqué No. XI-25 of the Capital Markets Board.
  • Reading of the Auditor's Report and the Independent External Auditing Report.
  • Deliberations on reports and financial statements and acceptance of them, separately.
  • Discussions on proposal of the Board of Directors related to distribution of profit and submission of this for approval.
  • Presentation of the dividend distribution policy in line with CMB's Corporate Governance guidelines.
  • Deciding upon the matter of discharging of the members of the Board of Directors and the auditors from their responsibilities for the activities of the year of 2008.
  • Determination of the number of members of the Board of Directors and holding an election.
  • Determination of the number of members of the Auditors and holding an election.
  • Determination of the fees of the members of the Board of Directors.
  • Determination of the fees of the members of the Auditors.
  • Approval of the election of the Independent Audit Firm selected by the Board of Directors for 2009.
  • Presentation of information on donations being made within the year in accordance with the resolution of the CMB Serial: IV and Number:27 notice's clause 7/b.
  • Resolution procurement on the matter of delegation of authority and permissions written down in the articles 334. and 335. of the Turkish Commercial Code to the members of the Board of Directors.
  • With the precaution of the required given permissions by the CMB (Capital Markets Board) and The Ministry of Industry and Trade before the date of the General Meeting, discussing and the adjudication of the amendments to be made to the 3rd clause in the Company's Articles of Association,
  • Wishes and closing.
  • Opening and moment of silence.
  • Election of the Court.
  • Delegation of authority to the Court to sign the Minutes of the General Shareholders' Meeting on behalf of the General Assembly.
  • Reading of the Report of the Directors (Annual Report) on the activities and accounts of the year of 2007.
  • Reading of the financial statements drawn up according to the communiqué No. XI-25 of the Capital Markets Board.
  • Reading of the Auditor's Report and the Independent External Auditing Report.
  • Deliberations on reports and financial statements and acceptance of them, separately.
  • Discussions on proposal of the Board of Directors related to distribution of profit and submission of this for approval.
  • Presentation of the dividend distribution policy in line with CMB's Corporate Governance guidelines.
  • Deciding upon the matter of discharging of the members of the Board of Directors and the auditors from their responsibilities for the activities of the year of 2007.
  • Determination of the number of members of the Board of Directors and holding an election.
  • Determination of the number of members of the Auditors and holding an election.
  • Determination of the fees of the members of the Board of Directors.
  • Determination of the fees of the members of the Auditors.
  • Approval of the election of the Independent Audit Firm selected by the Board of Directors for 2008.
  • Presentation of information on donations being made within the year in accordance with the resolution of the CMB Serial: IV and Number:27 notice's clause 7/b.
  • Resolution procurement on the matter of delegation of authority and permissions written down in the articles 334. and 335. of the Turkish Commercial Code to the members of the Board of Directors.
  • Wishes and closing.
  • Opening and moment of silence.
  • Election of the Court.
  • Delegation of authority to the Court to sign the Minutes of the General Shareholders' Meeting on behalf of the General Assembly.
  • Reading of the Report of the Directors (Annual Report) on the activities and accounts of the year of 2006.
  • Reading of the financial statements drawn up according to the communiqué No. XI-25 of the Capital Markets Board.
  • Reading of the Auditor's Report and the Independent External Auditing Report.
  • Deliberations on reports and financial statements and acceptance of them, separately.
  • Discussions on proposal of the Board of Directors related to distribution of profit and submission of this for approval.
  • Presentation of information on the dividend distribution policy for 2007 and the following years in line with CMB's Corporate Governance guidelines.
  • Deciding upon the matter of discharging of the members of the Board of Directors and the auditors from their responsibilities for the activities of the year of 2006.
  • Determination of the number of members of the Board of Directors and holding an election.
  • Determination of the number of members of the Auditors and holding an election.
  • Determination of the fees of the members of the Board of Directors.
  • Determination of the fees of the members of the Auditors.
  • Approval of the election of the Independent Audit Firm selected by the Board of Directors for 2007.
  • Presentation of information on donations being made within the year in accordance with the resolution dated 05.06.2003 and no. 29/666 of the Capital Markets Board.
  • Resolution procurement on the matter of delegation of authority and permissions written down in the articles 334. and 335. of the Turkish Commercial Code to the members of the Board of Directors.
  • Discussions and determination of a resolution on the matter of the amendments to be made in the article 16. and 33. of the articles of association of the company within the framework of the permission to be granted by the Capital Markets Board and the Ministry of Industry and Trade.
  • Wishes and closing.
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