ADDITIONAL DISCLOSURES WITHIN THE FRAME OF CMB REGULATIONS

Transcription

1 ADDITIONAL DISCLOSURES WITHIN THE FRAME OF CMB REGULATIONS Of the additional disclosures which must be done pursuant to the Communiqué on the Principles to be complied with Joint Stock Companies being subject to the Capital Market Law, Serial IV, No. 41, Communiqué Serial: IV, No: 56 on Principles Regarding Determination and Application of Corporate Governance Principles and Serial IV, No. 57, No. 60 and No. 61, in additional to Serial IV, No. 56 of the Capital Market Board, could be found hereinafter: 1. The shareholder structure; amount of shares, rate of capital, voting rights, rate of voting rights and privileged share information: Shareholder Amount of Shares (TRY) Rate of Capital (%) Voting Right Rate of Voting Right (%) Share Type Ataer Holding A.Ş , ,29 Deferred Share Publicly Held Shares , ,63 Deferred Share Erdemir s own Shares , ,08 Deferred Share Privatization Administration (A Group) 0,06 0,00 1 0,00 Privileged Share Total In accordance with the decision of the Board of Directors dated and numbered 9189, it was decided to raise the paid up capital from TRY , to TRY , by an increase of TRY , 13,2686% of the consisting paid up capital, within the upper limit of registered capital of TRY The raise of TL is accounted from positive inflation adjustments to capital, extraordinary reserves and inflation adjustments to investment funds. Capital increase operations are continuing on behalf of CMB. 2. The financials and financial reports for last two years of the company s and its subsidiaries if they had any material change in past or planning any subsequent administration or business differences in future periods and the reason of these changes: No such change in past or any plan for future periods. 3. Information about removal, change or election of the members of the board of directors and the reasons for the removals or changes, and information about new nominees: With the letter dated numbered /56 by Republic of Turkey Prime Ministry Privatization Administration, the beneficiary owner representing A Group Shares, declared that Ahmet AKSU resigned and sent his resignation and behalf of him Mehmet SARITAŞ had been nominated to act for the Privatization Administration. Depending on the resolution of Board of Directors, dated and numbered 9178, it has been resolved to register and notice the assignment of Mehmet SARITAŞ as representative of the Privatization Administration under Turkish Commercial Code (6102) Article 364. Ali Aydın PANDIR was elected as Independent with the report and board decision dated instead of Ali Husrev BOZER who resigned on

2 Resumes of the nominated members of the Board of Directors for the 2012 Ordinary General Meeting, which will be held on , are given in the Appendix Information about the requests of the shareholders, the Capital Market Board or the other public authorities related with the company for the agenda: No such request has been received for the Ordinary General Meeting. 5. The revisions of articles of association, the old and new ones with the board of directors s decision (if any) Given in the Appendix 2 (in Turkish).

3 Appendix 1 Curriculum Vitae Name Surname Birth Date : Fatih Osman TAR : Graduation Date Bachelor s Degree : Boğaziçi University, Department of Management 1975 Foreign Language(s): English Experience Assistant General Manager in charge of ERDEMİR Group, OYAK, ENKA Teknik A.Ş., İstanbul, Construction &Engineering Company and General Manager, Binagadi Oil Co., Azerbaijan, Petrol & Gas Production Starting and Ending Dates Resignation Resignation Reason of Termination In addition, Mr. Tar has seats at board of directors and serves as chairman in some companies within the OYAK Group. As of 2012, continuing duties are; Duty and Managing Director and Managing Director Company Ereğli Demir ve Çelik Fabrikaları T.A.Ş. İskenderun Demir ve Çelik A.Ş. Erdemir Mühendislik Yönetim ve Danışmanlık Hizmetleri A.Ş. He has no relationship with company and related entities.

4 Name Surname : Nihat KARADAĞ Birth Date : Master s Degree Bachelors Degree : İstanbul University, Faculty of Economics, Department of Money and Banking : Ankara University, Faculty of Political Science, Department of Economics and Finance Graduation Date Foreign Language(s): English Experience Starting and Ending Dates Assistant General Manager, OYAK Assistant General Manager Retail Banking ING Bank A.Ş., OYAK Bank A.Ş., Assistant General Manager Retail Banking (Including Allocation of Trade & Corporate Credits and HR Departments) Resignation Reason of Termination After acquisition of OYAK Bank by ING Group, the company s name had changed. In addition, Mr. Karadağ has seats at board of directors and serves as chairman in some companies within the OYAK Group. As of 2012, continuing duties are; Duty Vice and Managing Director / Managing Director Company Ereğli Demir ve Çelik Fabrikaları T.A.Ş. İskenderun Demir ve Çelik A.Ş. OYAK Yatırım Menkul Değerler A.Ş. HEKTAŞ Ticaret T.A.Ş. TUKAŞ Gıda San. ve Tic. A.Ş. Akdeniz Kimya San. ve Tic. A.Ş Akdeniz Kimyasal Ürünler Pazarlama İç ve Dış Tic. A.Ş. He has no relationship with company ad related entities.

5 Name Surname : Mehmet SARITAŞ Birth Date : Master s Degree Bachelor s Degree : Carnegie Mellon University, ABD, The Master of Public Management : Ankara University, Faculty of Political Science, Department of Public Finance Graduation Date Foreign Language(s): English, German Experience Starting and Ending Dates General Director of Public Accounts Counselor of Finance Minister Head of Revenue Administration Group President of Revenue Administration Expert Certified Public Accountant Counselor of Undersecretary Certified Public Accountant Other duties: Duty Starting and Ending Dates İller Bankası A.Ş (Statutory Auditor) Boğaziçi Elektrik Dağıtım A.Ş.() TÜPRAŞ Statutory Auditor Akdeniz Elektrik Dağıtım A.Ş.() İstanbul Anadolu Yakası Elektrik Dağıtım A.Ş. (Statutory Auditor) He has no relationship with company and related entities.

6 Name Surname Birth Date Bachelor s Degree : Dinç KIZILDEMİR : : Boğaziçi University, Business Administration Graduation Date 1975 Foreign Language(s): English Experience Starting and Ending Dates Reason of Termination Assistant General Manager Projects and Subsidiaries, OYAK Consultant of Business Development, OYAK, OYAK Büyük Mağazacılık Ticaret A.Ş., Reassignment in OYAK Grup Reassignment in OYAK Grup In addition, Mr. Kızıldemir has seats at board of directors and serves as chairman in some companies within the OYAK Group. As of 2012, continuing duties are; Duty and Managing Director Vice and Managing Director First Vice Company Ereğli Demir ve Çelik Fabrikaları T.A.Ş. İskenderun Demir ve Çelik A.Ş. ERDEMİR Madencilik San. ve Tic. A.Ş. ERDEMİR Lojistik A.Ş. ERDEMİR Romania SRL Ayas Enerji Üretim ve Ticaret A.Ş. İskenderun Enerji Üretim ve Ticaret A.Ş. OYAK Elektrik Enerjisi Toptan Satış A.Ş. OYAK Pazarlama Hizmet ve Turizm A.Ş. OYAK Girişim Danışmanlığı A.Ş. OYAK Birleşik Enerji A.Ş. Akdeniz Kimya San. ve Tic. A.Ş. Akdeniz Kimyasal Ürünler Pazarlama İç ve Dış Tic. A.Ş. He has no relationship with company and related entities.

7 Name Surname : Ertuğrul AYDIN Birth Date : Master s Degree Bachelor s Degree : Ankara University, Faculty of Political Science, Department of Business Administration : Ankara University, Faculty of Political Science, Department of Business Administration Graduation Date Foreign Language(s): English Experience Starting and Ending Dates Reason of Termination General Manager (Acting), ATAER Holding A.Ş Assistant General Manager Finance, ERDEMİR Finance Manager, OYAK Reassignment in OYAK Grup In addition, Mr. Aydın has seats at board of directors and serves as statutory auditor in some companies within the OYAK Group. As of 2012, continuing duties are; Duty Statutory Auditor Supervisory Vice Company Ereğli Demir ve Çelik Fabrikaları T.A.Ş. İskenderun Demir ve Çelik A.Ş. Ayas Enerji Üretim ve Ticaret A.Ş. İskenderun Enerji Üretim ve Ticaret A.Ş. OYAK Girişim Danışmanlığı A.Ş. OYAK Anker Bank GmbH ATAER Holding A.Ş. OYAK Birleşik Enerji A.Ş. He has no relationship with company and related entities.

8 Name Surname : Fatma CANLI Birth Date : Master s Degree : Atılım University, Faculty of Management 2006 Bachelor s Degree : Ankara University, Faculty of Political Science, Department of Public Finance Graduation Date 1989 Foreign Language(s): English Experience Starting and Ending Dates Reason of Termination Subsidiaries Manager, OYAK In addition, Ms. Canlı has seats at board of directors and serves as statutory auditor in some companies within the OYAK Group. As of 2012, continuing duties are; (Acting) Supervisory Managers Statutory Auditor Statutory Auditor Erdemir Mühendislik Yönetim ve Danışmanlık Hizmetleri A.Ş. Ereğli Demir ve Çelik Fabrikaları T.A.Ş. İskenderun Demir ve Çelik A.Ş. OYAK Anker Bank GmbH OYAK Birleşik Enerji A.Ş. Ayas Enerji Üretim ve Ticaret A.Ş. İskenderun Enerji Üretim ve Ticaret A.Ş. Vize Agrega Asfalt Madencilik Sanayi ve Ticaret A.Ş. Marmara Madencilik San. ve Tic. Ltd. Şti. Aslan Çimento Sağlık Eğitim ve Kültür Vakfı MAİS Motorlu Araçlar İmal ve Satış A.Ş. OYAK Renault Otomobil Fabrikaları A.Ş. Akdeniz Kimya San. ve Tic. A.Ş. She has no relationship with company and related entities.

9 (Independent Member) Name Surname Birth Date : : Assoc. Prof. Dr. Nazmi Demir Ph.D. : California University, USA 1970 Graduation Date Master s Degree : California University, USA 1967 Bachelor s Degree : Ankara University 1962 Foreign Language(s): English, French Experience Department of Banking and Finance (), Department of Economics (Faculty Member), Bilkent University Starting and Ending Dates Reason of Termination

10 (Independent Member) Name Surname : Dr. Atilla Tamer Alptekin Birth Date : Ph.D. Master s Degree Bachelor s Degree : North Carolina State University, USA, Applied Mechanics : Massachusetts of Technology, USA, Mechanical Engineering : University of Massachusetts Lowell, USA, Mechanical Engineering Graduation Date Foreign Language(s): English, French Experience Starting and Ending Dates Reason of Termination General Manager, Karsu Tekstil A.Ş Health

11 (Independent Member) Name Surname : Ali Aydın Pandır Birth Date : Bachelor s Degree : İstanbul Technical University, Mechanical Engineering Graduation Date 1980 Foreign Language(s): English, German Experience Starting and Ending Dates Reason of Termination Fiat Turkey Country Manager TOFAŞ - CEO Reassignment in the company

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