MEETING OF THE BOARD OF DIRECTORS OF MUTLU YATIRIM PROJE VE GAYRIMENKUL GELIŞTIRME ANONIM ŞIRKETI

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1 MEETING OF THE BOARD OF DIRECTORS OF MUTLU YATIRIM PROJE VE GAYRIMENKUL GELIŞTIRME ANONIM ŞIRKETI MEETING DATE: 11 August, 2014 MEETING NO: 13 ATTILA TÜRKER VICE- ALI NURI TÜRKER YASEMIN IHSANTÜRKER DILEK TÜRKER LEYLA YASEMIN TÜRKER SIMLA TÜRKER BAYAZIT MAHMUT KEREM BILGIN PROF. DR. A. GÜLTEKIN KARAŞIN AHMET BURAK The following decisions have been reached in the Board of Directors meeting of MUTLU YATIRIM PROJE VE GAYRIMENKUL GELIŞTIRME ANONIM ŞIRKETI that was held at the company headquarters located at; TepeÖren Mah. Eski Ankara Asfalti Cad. No. 210, Tuzla, Istanbul. DECISIONS: a) The financial statements and interim reports pertaining to the period ending 30 June 2014 have been examined by the Board; b) Within the framework of the information possessed by our company in its field of business and responsibilities, where important issues are concerned, the subject matter financial statements and interim activity report neither contain any representations that are against the actual state of affairs nor any deficiencies that might result in misleading conclusions as of the day the announcement is made; c) Within the framework of the information possessed by our company in its field of business and responsibilities, the subject matter financial statements that have been prepared as per article 9 of the second section of communiqué No: 14/1 Serial No: II of the Capital Markets Board fairly reflect the true state of the assets, liabilities, financial status and profit and loss of the company as is the Activity Report that reflects the development and performance of the business, financial status of the enterprise, as well as significant risks and uncertainties faced by it; and d) To have the subject matter financial statements and reports announced to the public. : : : Prof. Dr. A. Gültekin Karaşin : : Yasemin Ihsantürker : Simla Türker Bayazit : : Mahmut Kerem Bilgin :

2 MEETING OF THE BOARD OF DIRECTORS OF MUTLU YATIRIM PROJE VE GAYRIMENKUL GELISTIRME ANONIM SIRKETI MEETING DATE: 17 MARCH, 2014 MEETING NO.: 11 VICE- ALI NURI TURKER YASEMIN IHSAN TURKER MAHMUT KEREM BILGIN PROF. DR. AHMET GULTEKIN KARASIN AHMET BURAK The Board of Directors of MUTLU YATIRIM PROJE VE GAYRIMENKUL GELISTIRME ANONIM SIRKETI met at the address of; Tepeoren Mah. Eski Ankara Asfalti Cad. No. 210, Tuzla, Istanbul on 17 March, 2014 and reached the following decisions unanimously: DECISIONS: Within the framework of the provisions of the communiqué Serial No. II and No of the CMB on Determination and Implementation of the Corporate Governance Principles; 1) To establish an Audit Committee with all of its members appointed from among the independent members of the Board of Directors. For this committee to be made up of 2 members and to appoint Prof. Dr. Ahmet Gultekin Karasin as the and as the member of this committee; 2) To establish a Corporate Governance Committee to be made up of 3 members and to appoint as the and Prof. Dr. Ahmet Gultekin Karasin and Erim Özman as the members of this committee; 3) To establish an Early Risk Detection Committee to be made up of 3 members and to appoint Prof. Dr. Ahmet Gultekin Karasin as the and and Murat Aksel Bukagikiran as the members of this committee; 4) And for the duties of the Nominations Committee and Remunerations Committee to be performed by the Corporate Governance Committee. Prof. Dr. Ahmet Gültekin Karaşin Mahmut Kerem Bilgin

3 /notarial seal/ 21 MARCH 2014 NO: BOARD OF DIRECTORS DECISION BOOK MEETING OF THE BOARD OF DIRECTORS OF MUTLU YATIRIM PROJE VE GAYRIMENKUL GELISTIRME ANONIM SIRKETI MEETING DATE: 14 MARCH, 2014 MEETING NO.: 9 VICE- ALI NURI TURKER YASEMIN IHSANTURKER MAHMUT KEREM BILGIN INDEPENDENT PROF. DR. A. GULTEKIN KARASIN INDEPENDENT AHMET BURAK The Board of Directors of MUTLU YATIRIM PROJE VE GAYRIMENKUL GELISTIRME ANONIM SIRKETI met at the address of; Tepeoren Mah. Eski Ankara Asfalti Cad. No. 201, Tuzla, Istanbul on 17 March, 2014 and reached the following decisions: DECISIONS: 1) The members of the Board of Directors distributed responsibilities among each other and as such Attila Turker has been elected to be the and Ali Nuri Turker the Vice- of the Board of Directors. 2) The signatories that are authorized to represent the company are listed below; First Degree Authorized Signatories are Attila Turker, Ali Nuri Turker, Dilek Turker, Yasemin Ihsanturker, Leyla Yasemin Turker, Simla Turker Bayazit, Mahmut Kerem Bilgin who are all the members of the Board of Directors, and the Second Degree Authorized Signatories are Afsin Aykanat, who is the General Manager of the Company, and Erim Ozman, Murat Aksel Bukagikiran and Ayvaz Aydin. 3) Arrangement of a Circular: As per the related clause of the Articles of Incorporation of the Company, the management of the company as well as its representation before third parties is handled by the Board of Directors. The members of the Board of Directors may appoint and authorize managing directors from among each other or managers from outside.

4 For any and all the documents to be submitted and contracts to be withheld by the company to be valid and be binding on the company, they must be signed under the seal of the company jointly by two of the first degree authorized signatories; Attila Turker, Ali Nuri Turker, Dilek Turker, Yasemin Ihsanturker, Leyla Yasemin Turker, Simla Turker Bayazit, Mahmut Kerem Bilgin or one of the first degree authorized signatories and one of the second degree authorized signatories; Afsin Aykanat, Erim Ozman, Murat Aksel Bukagikiran and Ayvaz Aydin. Prof. Dr. Ahmet Gültekin Karaşin Mahmut Kerem Bilgin

5 BOARD OF DIRECTORS MEETING OF MUTLU YATIRIM PROJE VE GAYRIMENKUL GELIŞTIRME ANONIM ŞIRKETI MEETING DATE : 14 MARCH 2014 MEETING NO : 8 CHAIRMAN : VICE-CHAIRMAN : ALI NURI TURKER : : YASEMIN IHSANTURKER : : : IBRAHIM EREM BILGIN INDEPENDENT : PROF. DR. A. GÜLTEKIN KARAŞIN INDEPENDENT : AHMET BURAK The Board of Directors of MUTLU YATIRIM PROJE VE GAYRIMENKUL GELIŞTIRME ANONIM ŞIRKETI assembled at Tepeören Mah. Eski Ankara Asfaltı Caddesi No.210 Tuzla/ISTANBUL and has taken the following resolutions. RESOLUTIONS: 1. Duty distribution has been made among the Board members and Mr. has been elected as the and Mr. has been elected as the. 2. Signatory authorities of the Company are listed below: Mr., Mr., Ms., Ms. Yasemin Ihsantürker, Ms. Leyla Yasemin Türker, Ms., Mr. Mahmut Kerem Bilgin have been elected as the signatory authority Board members. 3. Issuing Signatory Circular: According to the relevant article in the articles of association, management and external representation of the company is under the responsibility of the board of directors. It is possible to appoint an executive director from among the board members and to authorize a director from outside. For any documents to be given and any contact to be concluded by the Company to be valid and binding for the Company, they shall bear joint signatures of either two from among Mr., Mr., Ms., Ms. Yasemin Ihsantürker, Ms., Ms. and Mr. Mahmut Kerem Bilgin Prof. Dr. A. Gültekin Karaşin Ibrahim Kerem Bilgin

6 MEETING OF THE BOARD OF DIRECTORS OF MUTLU YATIRIM PROJE VE GAYRIMENKUL GELISTIRME ANONIM SIRKETI MEETING DATE: 28 FEBRUARY, 2014 MEETING NO: 7 VICE- ALI NURI TURKER YASEMIN IHSANTURKER IBRAHIM EREM BILGIN INDEPENDENT PROF. DR. AHMET GULTEKIN KARASIN INDEPENDENT AHMET BURAK The Board of Directors of MUTLU YATIRIM PROJE VE GAYRIMENKUL GELISTIRME ANONIM SIRKETI met at the address of company s headquarter in the address of Tepeoren Mah. Eski Ankara Asfalti Cad. No. 210, Tuzla, Istanbul, and resolved as follows on the date of 28.February 2014: DECISIONS: In conclusion to its meeting held on the 26 th of February 2014, the Corporate Governance Committee has recommended to the Board of Directors in line with the objectives of the company: Mr. Afsin AYKANAT who has been determined to have real estate development, project creation and follow-up, related legislation, project financing models and construction experiences, to be appointed as the General the Board of Directors of our Company has decided unanimously to appoint Mr. Afsin AYKANAT as the General Manager of the company from the date of 01/03/2014. Prof. Dr. A. Gültekin Karaşin Ibrahim Erem Bilgin

7 BOARD OF DIRECTORS MEETING OF MUTLU YATIRIM PROJE VE GAYRIMENKUL GELIŞTIRME ANONIM ŞIRKETI MEETING DATE : MEETING NO : 6 CHAIRMAN : Attila TURKER VICE-CHAIRMAN : Ali Nuri TURKER : Dilek TURKER : Yasemin IHSANTURKER : Leyla Yasemin TURKER : Simla TURKER BAYAZIT : Ibrahim Erem BILGIN INDEPENDENT : Prof. Dr. A. GÜLTEKIN KARAŞIN INDEPENDENT : The Board of Directors of MUTLU YATIRIM PROJE EE GAYRIMENKUL GELIŞTIRME ANONIM ŞIRKETI assembled at Tepeören Mah. Eski Ankara Asfaltı Caddesi No.210 Tuzla/ISTANBUL and has taken the following resolutions. RESOLUTIONS: The Board of Directors of our Company has unanimously resolved to submit the selection of ÇAĞDAŞ BAĞIMSIZ DENETIIM SERBEST MUHASEBECI MALI MÜŞAVIRLIK ANONIM ŞIRKETI, as the audit company for the period covering the 2014 accounting period, to the approval of our shareholders during the ordinary general assembly meeting. Atilla Türker Prof. Dr. A. Gültekin Karaşin Ibrahim Erem Bilgin

8 MEETING OF THE BOARD OF DIRECTORS OF MUTLU YATIRIM PROJE VE GAYRIMENKUL GELISTIRME ANONIM SIRKETI MEETING DATE: 18 FEBRUARY, 2014 MEETING NO: 5 VICE- ALI NURI TURKER YASEMIN IHSANTURKER IBRAHIM EREM BILGIN INDEPENDENT PROF. DR. A. GULTEKIN KARASIN INDEPENDENT AHMET BURAK The Board of Directors of MUTLU YATIRIM PROJE VE GAYRIMENKUL GELISTIRME ANONIM SIRKETI met at the address of Tepeoren Mah. Eski Ankara Asfalti Cad. No. 201, Tuzla, Istanbul, and resolved as follows: DECISIONS: The Board of Directors of our company has unanimously decided to submit for the approval of the General Assembly the resolution not to distribute any dividends due to the fact that the financial statements of our company reports a loss as it has been established very recently. Prof. Dr. A. Gültekin Karaşin Ibrahim Erem Bilgin

9 REPUBLIC OF TURKEY NO: KARTAL 1 ST NOTARY PUBLIC DATE: 14 FEBRUARY, 2014 COPY BOOK OF MINUTES OF THE BOARD OF DIRECTORS MEETING OF THE BOARD OF DIRECTORS OF MUTLU YATIRIM PROJE VE GAYRIMENKUL GELISTIRME A.S. MEETING DATE: 14 FEBRUARY, 2014 MEETING NO: 3 VICE- ALI NURI TURKER YASEMIN IHSANTURKER IBRAHIM EREM BILGIN INDEPENDENT PROF. DR. A. GULTEKIN KARASIN INDEPENDENT AHMET BURAK The Board of Directors of MUTLU YATIRIM PROJE VE GAYRIMENKUL GELISTIRME A.S. met at the address of Tepeoren Mah. Eski Ankara Asfalti Cad. No: 210 Tuzla-Istanbul and resolved as follows; DECISIONS; 1- It has been unanimously decided to have the ordinary meeting of the General Assembly pertaining to the accounts and operations of the year 2013 arranged to take place on 10 March, 2014 at AM on Monday at the address of Tepeoren Mah. Eski Ankara Asfalti Cad. No: 210 Tuzla-Istanbul, and 2- To apply to Istanbul Provincial Directorate of the Ministry of Science, Industry and Technology to have a Ministry Commissioner present in the meeting in which the following agenda will be discussed, and 3- To have the meeting registered and announced following its conclusion. AGENDA: 1- Opening of the meeting, roll call, setting up the meeting chairmanship and granting of the authority to sign the minutes of the meeting to the chairmanship of the meeting, 2- Reading and discussing of the annual operating report of the Board of Directors for the year 2013, 3- Reading and discussing the balance sheet and profit/loss statement for the year 2013, and deciding as to their certification, 4- Deciding whether to distribute the year 2013 profits, 5- Deciding on the discharge from responsibility of the members of the Board of Directors, 6- Determination of the fees to be paid to the members of the Board of Directors, 7- Selection of the members of the Board of Directors to take office until the next ordinary meeting of the general assembly for the year 2014, submitting of the list of the independent member candidates to the general assembly to be discussed, and selection of the independent members of the board from among these nominees. 8- Submitting for approval of the general assembly the independent audit firm selected, 9- Reading of the internal directive pertaining to the operating principles and procedures of the general assembly prepared as per article 419 of the Turkish Code of Commerce and its presentation for the approval of the general assembly,

10 10- Granting permission to the members of the Board of Directors in terms of the issues indicated in articles 395 and 396 of the Turkish Code of Commerce. 11- Submitting to the general assembly the policies pertaining to the fees payable to the members of the board of directors and high ranking executives of the company, payment of grants and aids, distribution of profit, ethical rules and communication, 12- Information to be provided to the general assembly that there are no collateral, pledges or mortgages granted by the company or income or benefits obtained in favour of 3 rd parties, 13- Well wishes and closing of the meeting. VICE- ALI NURI TURKER PROF. DR. A. GULTEKIN KARASIN AHMET BURAK YASEMIN IHSANTURKER IBRAHIM EREM BILGIN /signature & seal of the notary public/

11 REPUBLIC OF TURKEY Date: KARTAL 1 ST NOTARY PUBLIC No: AYLA KESIMAL 23 NISAN CAD. OZCIN SOK NO: KARTAL/ISTANBUL TEL: , , FAX: COPY I hereby certify that this copy, which has been presented to our offices, is the same as the decision of the board of directors of MUTLU YATIRIM PROJE VE GAYRIMENKUL GELISTIRME A.S. dated No. 3 registered on the 6 th page of the book of minutes of the company that has been certified by the 1 st Notary Public of Kartal on No (Fourteenth of February two thousand fourteen). 14/02/2014, Friday KARTAL 1 ST NOTARY PUBLIC In place of AYLA KESIMAL Authorized senior clerk AZRA DUNDAR REDBOGLU Official Stamp and Signature

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