CORPORATE GOVERNANCE PRACTICES


CHANGES WITHIN THE REPORT PERIOD




Increase in the Share Capital

The paid-in capital of the Company has been increased from TL 461,503,000 to TL 530,302,645, with a portion of TL 68,799,645 funded by 2014 profit shares allocated in the form of share certificates in line with the 2014 yearly profit distribution proposal approved by shareholders in the Annual General Assembly held on 24 March 2015, and distribution of the bonus shares have been completed on 08 June 2015, the capital increase processes have been completed on 10 June 2015.

Annual General Assembly Held Within the Period

The Company’s 2014 Annual General Assembly has been held at the address of İş Kuleleri, Kule 1 Kat:41 4.Levent / İstanbul on 24 March 2015. Ordinary General Assembly Meeting of 2014 was held with the presence of the shareholders representing 600,000,000 Group A and 26.903.773.924 Group B shares from 46.150.300.000 shares corresponding to the Company’s total equity of TL 461,503,000.

In the meeting, the motions filed by the shareholders with respect to the agenda topics have been approved in unanimity.

Profit Distribution

According to the Profit Distribution Table submitted by the Board of Directors and approved by the General Assembly of Shareholders within the framework of the Decision No. 2230 and dated 26.02.2015 of the Company’s Board of Directors, it has been resolved that the shareholders be distributed as first dividend in the form of bonus share the whole of the sum 68.800 thousand TL, which is calculated based on the Company’s distributable net profit of the year of 74.866 thousand TL as found by deducting the statutory primary reserve of 3.621 thosuand TL, which is calculated based on the profit figure of 72.421 thousand TL included in the statutory records of the Company, from, and adding the donation of 1 thousand TL made during the year to the Company’s net profit of the year of 78.486 thousand TL, which is taken as the basis of the profit distribution in accordance with the Capital Markets Laws and Regulations; a cash dividend of 15.00 thousand TL be distributed as cash dividend from the Company’s extraordinary reserves; the deferred tax expenses of 9.490 thousand TL as included to the Company’s consolidated net profit of the year be transferred to the extraordinary reserves ccount after being deducted from the deferred tax reserves which is consisted of the Company’s undistributed tax revenues in the previous periods; the distribution of the shares to be deposited as profit share be started after the approval of the issue certificates for the referred shares by the Capital Markets Board; and the cash dividend distribution be completed until 31.03.2015. Distribution of the cash dividends has been completed on 30.03.2015, and distribution of the bonus shares has been completed on 08.06.2015.

Changes in Articles of Association

During the period of 01.01.2015 – 31.12.2015, no amendment has been made in the Articles of Association, and in the course of increase of our Company’s share capital from TL 461,503,000 to TL 530,302,645, Article 6 “Capital and Types of Shares” of our Company’s Articles of Association has been amended, and these amendments have been registered on 10.06.2015.