GSD HOLDİNG ANONİM ŞİRKETİ (GSD HOLDING INCORPORATED) THE MINUTES OF THE ORDINARY GENERAL ASSEMBLY MEETING FOR THE YEAR 2011

Transcription

1 GSD HOLDİNG ANONİM ŞİRKETİ (GSD HOLDING INCORPORATED) THE MINUTES OF THE ORDINARY GENERAL ASSEMBLY MEETING FOR THE YEAR 2011 The Ordinary General Assembly Meeting of GSD Holding A.Ş. for the year 2011 has been held on Thursday, 31 May 2012 at 15:00 at Büyükdere Cad. No: Maslak Istanbul under the supervision of Mr. Savaş Özer, the Ministry Commissioner, assigned by the letters of the Ministry of Science, Industry and Technology / the Istanbul Province Directorate of Science, Industry and Technology dated 30 May 2012 and numbered Invitation to the meeting including the meeting agenda, as foreseen in the law and the Articles of Association of the Company has been made by means of the announcements published in the Turkish Trade Registry Gazette dated 3 May 2012 and numbered 8060 and in Dünya Dünya Gazette dated 26 April 2012 and by sending registered letters, having notified the meeting date and agenda in time to the holders of registered shares and the holders of bearer shares who has deposited shares previously and notified their addresses. Having seen through an examination of the list of attendance that 7,550,723,063.1 shares corresponding to TL 75,507, nominal share capital and 459,618,334.4 shares corresponding to TL 4,596, nominal share capital totalling 8,010,341,397.5 shares corresponding to TL 80,103, nominal share capital have been represented in person and by proxy respectively from among the total 25,000,000,000.0 shares corresponding to TL 250,000, nominal share capital and thus having concluded that the quorum for the meeting as foreseen in the law and the Articles of Association of the Company exists, the discussion of the meeting agenda items has been opened by Mr. Mehmet Turgut Yılmaz. In accordance with the decree of the Capital Markets Board dated 10 August 2011 and numbered 26/767, the shares held by the fully consolidated subsidiaries of the Company have not been taken into account in calculating the quorum for the meeting. 1- In accordance with the 1 st item of the agenda; Mr. Asım Özgözükara, Mr. Murat Atım and Mr. Fikret Avcı has been elected unanimously as Chairman of the Presidency of Meeting, Vote Collector and Clerk of the Presidency, respectively. 2- In accordance with the 2 nd item of the agenda; It has been resolved unanimously to authorize the Presidency of Meeting to sign the meeting minutes. 3- In accordance with the 3 rd item of the agenda; The Company s financial statements for the year 2011 have been read and discussed. The financial statements each of which have been put to vote separately have been approved unanimously after those asking to speak having expressed their positive opinions on them. The Board of Directors Annual Report for the year 2011 has been read by Mr. Akgün Türer, a member of the Board of Directors, and the Statutory Auditors Report and the Independent Auditors Report have been read by Mr. Asım Özgözükara, a member of the Board of Statutory Auditors of the Company. The Board of Directors Annual Report and The Statutory Auditors Report which have been put to vote separately have been approved unanimously as there being no one asking to speak.

2 4- In accordance with the 4 th item of the agenda; It has been passed on to the acquittals of the Members of the Board of Directors and the Statutory Auditors with regard to their activities in the year 2011 separately. The acquittals of the members of the Board of Directors who are Mehmet Turgut Yılmaz, Ergün Aral, Akgün Türer, Murat Atım, İbrahim Sencan Derebeyoğlu, İsmail Sühan Özkan, Eyup Murat Gezgin, Cezmi Öztürk, Ekrem Can and the Statutory Auditors who are Asım Özgözükara and Sedat Temeltaş with regard to their activities in the year 2011 have been put to vote separately. The separate acquittals of each of the Members of the Board of Directors have been resolved unanimously by the shareholders who attended the meeting and had a voting right on this issue, the members of the Board of Directors having not used their own voting rights arising from the shares they held in their own acquittal. The Members of the Board of Directors representing other shareholders as a proxy did not participate in the voting of their own acquittal. 5- In accordance with the 5 th item of the agenda; The motion of the Board of Directors regarding the profit appropriation that The net loss of TL 3,477, for the year 2011 arising from the statutory financial statements of the Company based on its books of account shall be offset against the extraordinary reserves pertaining to the years 2002 and 2003 of TL 648, and TL 2,829, respectively and the net profit of TL 26,254,000 for the year 2011 arising from the consolidated financial statements of the Company in accordance with International Financial Reporting Standards shall be appropriated to the extraordinary reserves. has been read and the approval of the motion of the Board of Directors exactly has been resolved unanimously. 6- In accordance with the 6 th item of the agenda; It has been passed on to the election of the members of the Board of Directors in order to ensure the selection of the independent members of the Board of Directors in compliance with the Corporate Governance Principles. The elections of Mr.Mehmet Turgut Yılmaz residing in Kandilli Cad. No: 10/1 Üsküdar İstanbul with the identification number of of the Republic of Turkey who has attended the meeting and declared his nomination orally, Mr.Akgün Türer residing in Levazım Mah. Koru Sok. No:1 Selenium City A Blok D:1 Beşiktaş İstanbul with the identification number of who has attended the meeting and declared his nomination orally and Mr.İsmail Sühan Özkan residing in Ergenekon Cad. No:38/6 Pangaltı Şişli İstanbul with the identification number of of the Republic of Turkey who has attended the meeting and declared his nomination orally, as a member of the board of directors from among the candidates nominated by the (A) Group Shareholders; the elections of Mrs. Anna Gözübüyükoğlu residing in İstanbul Cad. İstanbul İstanbul Sitesi A1 D: 20 Göktürk Kemerburgaz İstanbul with the identification number of of the Republic of Turkey who has attended the meeting and declared his nomination orally and Mr. Mehmet Sedat Özkanlı residing in İstanbul Riva Köyü Riva Mevkii Atatürk Cad. No: 247 Beykoz İstanbul with the identification number of of the Republic of Turkey who has attended the meeting and declared his nomination orally, as an independent member of the board of directors from among the candidates nominated by the (A) Group Shareholders; the elections of Mr. Ekrem Can residing in Serap Cad. Serhat Apt. No: 69 D: 11 Adatepe Maltepe İstanbul with the identification number of of the Republic of Turkey who has attended the meeting and declared his nomination orally and Mr. Ergün Aral residing in Serap Cad. Serhat Apt. No: 69 D: 11 Adatepe Maltepe İstanbul with the identification number of of the Republic of Turkey who has attended the meeting and declared his nomination orally, as a member of the board of directors from among the candidates nominated by the (B) Group Shareholders; and the elections of Mr. Murat Atım residing in Soğuksu Mah. Saip Molla Çiftliği Beykoz Konakları Martı Sok. C127 PK: 295 Beykoz İstanbul with the identification number of of the

3 Republic of Turkey who has attended the meeting and declared his nomination orally and Mr. Cezmi Öztürk residing in Sinan Ercan Cad. Işıklar 2 Apt. No: 36/18 Kozyatağı Kadıköy İstanbul with the identification number of of the Republic of Turkey who has attended the meeting and declared his nomination orally, as a member of the board of directors from among the candidates nominated by the (C) Group Shareholders have been resolved unanimously for a term of office of 3 years. 7- In accordance with the 7 th item of the agenda; it has been resolved unanimously that the remuneration of each of the Member of the Board of Directors shall be TL 2, monthly, net in line with the motions made. 8- In accordance with the 8 th item of the agenda; It has been passed on to the election of the Statutory Auditors. The elections of Mr. Asım Özgözükara residing in Esatpaşa Cad. No: 12 D: 18 Acıbadem Kadıköy İstanbul with the identification number of of the Republic of Turkey who has attended the meeting and declared his nomination orally and Mr. Sedat Temeltaş residing in Bizimvadi Sitesi Vadi Sok. Demirciköy Yolu Sarıyer İstanbul with the identification number of of the Republic of Turkey who has attended the meeting and declared his nomination orally, as a statutory auditor from among the candidates nominated by the (A) Group Shareholders have been resolved unanimously in line with the motions made, to hold office until the date of the ordinary general assembly meeting to be held in order to examine the accounts of the year In accordance with the 9 th item of the agenda; it has been resolved unanimously that the remuneration of each of the Statutory Auditor shall be TL 2, monthly, net in line with the motions made. 10- In accordance with the 10 th item of the agenda; the approval of the election of Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (KPMG) as the Independent Audit Firm by the Board of Directors has been resolved unanimously in line with the motions made. 11- In accordance with the 11 th item of the agenda; The fact that GSD Holding A.Ş. made donations of TL 21, in total consisting of a donation of TL 20, to GSD Eğitim Vakfı (GSD Educational Foundation) and a donation of TL to Türk Eğitim Vakfı (Turkish Education Foundation) during the year 2011 has been communicated to the shareholders. The motion of the Board of Directors regarding this agenda item that The donations and grants policy of the Company is that the donations and grants are to be made to GSD Eğitim Vakfı (GSD Educational Foundation) and the foundations with a tax-exempt status granted by the Council of Ministers and the associations which pursues public interest and the donation is to be applied for the wreaths to be sent on various occasions. has been read and the approval of the motion of the Board of Directors exactly has been resolved unanimously. 12- In accordance with the 12 th item of the agenda; The motion of the Board of Directors regarding this agenda item that Pursuant to the Corporate Governance Principles, the profit distribution policy of our Company for the year 2012 and the following years is the distribution of profits as bonus shares by means of share capital increases from internal resources through the capitalisation of profits in order to finance the growth by way of retention of earnings in equity through the accumulation of profits in extraordinary reserves by considering the growth plans, investing activities and existing financial structures of our associated companies and subsidiaries and it will be re-evaluated every year by taking into account the regulations of the Capital Markets Board regarding profit distribution and the

4 liquidity position of our Company. has been read and hereby the Company s profit distribution policy has been communicated to the shareholders. Mrs. Berna Özer, the proxy of Maryland State Retirement and Pension System holding a share of TL 56,780.00, has asked to speak and has declared that she abstained about this agenda item. 13- In accordance with the 13 th item of the agenda; the approval of the amendments to the Articles 11, 12, 20 and 30 of and the addition of the Article 33 to the Articles of Association of the Company exactly as in the permit of the Capital Markets Board of the Republic of Turkey dated 19 March 2012 and numbered B.02.6.SPK and the permit of the General Directorate of Domestic Trade of the Ministry of Customs and Trade of the Republic of Turkey dated 26 March 2012 and numbered B.21.0.İTG / has been resolved unanimously. 14- In accordance with the 14 th item of the agenda; Pursuant to the decision of the Capital Markets Board of Turkey dated 9 September 2009 and numbered 28/780 regarding the guarantees, collaterals and mortgages; Mr. Akgün Türer has given a summary information on the guarantees, collaterals and mortgages given by the Company in favor of the third parties and the income or consideration obtained in connection with them, having said that the mentioned information is disclosed in the notes to the financial statements in the annual report. Mrs. Berna Özer, the proxy of Maryland State Retirement and Pension System holding a share of TL 56,780.00, has asked to speak and has declared that she abstained about this agenda item. 15- In accordance with the 15 th item of the agenda; Pursuant to the Corporate Governance Principles of the Capital Markets Board; it has been resolved by a majority of votes cast that the shareholders with management control, the members of the board of directors, the senior executives and their spouses and relatives by blood and marriage up to the second degree have been to allowed to make transactions which may lead to conflict of interest and to be in competition with the Company or its subsidiaries. Mr. Akgün Türer, the General Manager of the Company, has informed the shareholders that the shareholders with management control, the members of the board of directors, the senior executives and their spouses and relatives by blood and marriage up to the second degree have not made any transactions which may lead to conflict of interest with the Company or its subsidiaries during the year Mrs. Berna Özer, the proxy of Maryland State Retirement and Pension System holding a share of TL 56,780.00, has asked to speak and has declared that she voted against this agenda item. 16- In accordance with the 16 th item of the agenda; The motion of the Board of Directors that A remuneration policy is to be adopted based on the principles that the practices in connection with the remuneration of the members of the board of directors and the senior executives shall be compatible with our Company s ethical values, internal balances, personal performances and positions within the scope of the Capital Markets Law and other related legislation and the provisions of the articles of association of our Company by considering the scope and structure of the activities and the targets of our Company and the market conditions and this remuneration policy will be re-evaluated every year by taking into account the regulations of the Capital Markets Board and other related legislation and our Company s operations and the market conditions. has been read and hereby the Company s remuneration policy has been communicated to the shareholders. Mrs. Berna Özer, the proxy of Maryland State Retirement and Pension System holding a share of TL 56,780.00, has asked to speak and has declared that she voted against this agenda item.

5 17- In accordance with the 17 th item of the agenda; it has been resolved unanimously to authorise the Members of the Board of Directors under the Articles 334 and 335 of the Turkish Commercial Code. 18- The Chairman has declared that the meeting has been closed as there being no one asking to speak. Mrs. Berna Özer, the proxy of Maryland State Retirement and Pension System holding a share of TL 56,780.00, has asked to speak and has declared that she abstained about this agenda item. We hereby confirm that the minutes of this meeting have been prepared and signed by us at the meeting place. Commissioner of the Ministry of Science, Industry and Technology Savaş Özer Chairman Asım Özgözükara Clerk Fikret Avcı Vote Collector Murat Atım

6 GSD HOLDİNG ANONİM ŞİRKETİ (GSD HOLDING INCORPORATED) THE MINUTES OF THE (A) GROUP PRIVILEGED SHAREHOLDERS GENERAL ASSEMBLY MEETING HELD ON 31 MAY 2012 The (A) Group Privileged Shareholders General Assembly Meeting of GSD Holding A.Ş. has been held on Thursday, 31 May 2012 at 14:00 at Büyükdere Cad. No: Maslak Istanbul under the supervision of Mr. Savaş Özer, the Ministry Commissioner, assigned by the letters of the Ministry of Science, Industry and Technology / the Istanbul Province Directorate of Science, Industry and Technology dated 30 May 2012 and numbered Invitation to the meeting including the meeting agenda, as foreseen in the law and the Articles of Association of the Company has been made by means of the announcements published in the Turkish Trade Registry Gazette dated 3 May 2012 and numbered 8060 and in Dünya Dünya Gazette dated 26 April 2012 and by sending registered letters, having notified the meeting date and agenda in time to the holders of registered shares and the holders of bearer shares who has deposited shares previously and notified their addresses. Having seen through an examination of the list of attendance that 39,280 shares corresponding to TL nominal share capital have been represented in person from among the total 39,280 shares corresponding to TL nominal share capital and thus having concluded that the quorum for the meeting as foreseen in the law and the Articles of Association of the Company exists, the discussion of the meeting agenda items has been opened by Mr. Mehmet Turgut Yılmaz. 1- In accordance with the 1 st item of the agenda; Mr. Asım Özgözükara, Mr. Murat Atım and Mr. Fikret Avcı has been elected unanimously as Chairman of the Presidency of Meeting, Vote Collector and Clerk of the Presidency, respectively. 2- In accordance with the 2 nd item of the agenda; It has been resolved unanimously to authorize the Presidency of Meeting to sign the meeting minutes. 3- In accordance with the 3 rd item of the agenda; The nominations of Mr.Mehmet Turgut Yılmaz residing in Kandilli Cad. No: 10/1 Üsküdar İstanbul with the identification number of of the Republic of Turkey, Mr.Akgün Türer residing in Levazım Mah. Koru Sok. No:1 Selenium City A Blok D:1 Beşiktaş İstanbul with the identification number of of the Republic of Turkey and Mr.İsmail Sühan Özkan residing in Ergenekon Cad. No:38/6 Pangaltı Şişli İstanbul with the identification number of of the Republic of Turkey, as a member of the board of directors and the nominations of Mrs. Anna Gözübüyükoğlu residing in İstanbul Cad. İstanbul İstanbul Sitesi A1 D: 20 Göktürk Kemerburgaz İstanbul with the identification number of of the Republic of Turkey and Mr. Mehmet Sedat Özkanlı residing in İstanbul Riva Köyü Riva Mevkii Atatürk Cad. No: 247 Beykoz İstanbul with the identification number of of the Republic of Turkey, as an independent member of the board of directors, to hold the office of the 5 members of the board of directors for 3 years to be elected by the ordinary general assembly meeting dated to represent the (A) Group Shareholders, have been resolved unanimously.

7 4- In accordance with the 4 th item of the agenda; the nominations of Mr. Asım Özgözükara residing in Esatpaşa Cad. No: 12 D: 18 Acıbadem Kadıköy İstanbul with the identification number of of the Republic of Turkey and Mr. Sedat Temeltaş residing in Bizimvadi Sitesi Vadi Sok. Demirciköy Yolu Sarıyer İstanbul with the identification number of of the Republic of Turkey, as a statutory auditor to hold the office of the 2 members of the board of statutory auditors to be elected by the ordinary general assembly meeting dated to represent the (A) Group Shareholders to hold office until the date of the ordinary general assembly meeting to be held in order to examine the accounts of the year 2012, have been resolved unanimously. 5- In accordance with the 5 th item of the agenda; the approval of the amendments to the Articles 11, 12, 20 and 30 of and the addition of the Article 33 to the Articles of Association of the Company exactly as in the permit of the Capital Markets Board of the Republic of Turkey dated 19 March 2012 and numbered B.02.6.SPK and the permit of the General Directorate of Domestic Trade of the Ministry of Customs and Trade of the Republic of Turkey dated 26 March 2012 and numbered B.21.0.İTG / has been resolved unanimously. 6- The Chairman has declared that the meeting has been closed as there being no one asking to speak. We hereby confirm that the minutes of this meeting have been prepared and signed by us at the meeting place. Commissioner of the Ministry of Science, Industry and Technology Savaş Özer Chairman Asım Özgözükara Clerk Fikret Avcı Vote Collector Murat Atım

8 GSD HOLDİNG ANONİM ŞİRKETİ (GSD HOLDING INCORPORATED) THE MINUTES OF THE (B) GROUP PRIVILEGED SHAREHOLDERS GENERAL ASSEMBLY MEETING HELD ON 31 MAY 2012 The (B) Group Privileged Shareholders General Assembly Meeting of GSD Holding A.Ş. has been held on Thursday, 31 May 2012 at 14:15 at Büyükdere Cad. No: Maslak Istanbul under the supervision of Mr. Savaş Özer, the Ministry Commissioner, assigned by the letters of the Ministry of Science, Industry and Technology / the Istanbul Province Directorate of Science, Industry and Technology dated 30 May 2012 and numbered Invitation to the meeting including the meeting agenda, as foreseen in the law and the Articles of Association of the Company has been made by means of the announcements published in the Turkish Trade Registry Gazette dated 3 May 2012 and numbered 8060 and in Dünya Dünya Gazette dated 26 April 2012 and by sending registered letters, having notified the meeting date and agenda in time to the holders of registered shares and the holders of bearer shares who has deposited shares previously and notified their addresses. Having seen through an examination of the list of attendance that 25,031.1 shares corresponding to TL nominal share capital and shares corresponding to TL nominal share capital totalling 25,430.9 shares corresponding to TL nominal share capital have been represented in person and by proxy respectively from among the total 39,280 shares corresponding to TL nominal share capital and thus having concluded that the quorum for the meeting as foreseen in the law and the Articles of Association of the Company exists, the discussion of the meeting agenda items has been opened by Mr. Mehmet Turgut Yılmaz. 1- In accordance with the 1 st item of the agenda; Mr. Asım Özgözükara, Mr. Murat Atım and Mr. Fikret Avcı has been elected unanimously as Chairman of the Presidency of Meeting, Vote Collector and Clerk of the Presidency, respectively. 2- In accordance with the 2 nd item of the agenda; It has been resolved unanimously to authorize the Presidency of Meeting to sign the meeting minutes. 3- In accordance with the 3 rd item of the agenda; The nominations of Mr. Ekrem Can residing in Serap Cad. Serhat Apt. No: 69 D: 11 Adatepe Maltepe İstanbul with the identification number of of the Republic of Turkey and Mr. Ergün Aral residing in Gülistan Sok. Gülistan Apt. No:3/8 Caddebostan Kadıköy İstanbul with the identification number of of the Republic of Turkey, as a member of the board of directors to hold the office of the 2 members of the board of directors for 3 years to be elected by the ordinary general assembly meeting dated to represent the (B) Group Shareholders, have been resolved unanimously. 4- In accordance with the 4 th item of the agenda; the approval of the amendments to the Articles 11, 12, 20 and 30 of and the addition of the Article 33 to the Articles of Association of the Company exactly as in the permit of the Capital Markets Board of the Republic of Turkey dated 19 March 2012 and numbered B.02.6.SPK and the permit of the General Directorate of Domestic Trade of the Ministry of Customs and Trade of the Republic of Turkey dated 26 March 2012 and numbered B.21.0.İTG / has been resolved unanimously.

9 5- The Chairman has declared that the meeting has been closed as there being no one asking to speak. We hereby confirm that the minutes of this meeting have been prepared and signed by us at the meeting place. Commissioner of the Ministry of Science, Industry and Technology Savaş Özer Chairman Asım Özgözükara Clerk Fikret Avcı Vote Collector Murat Atım

10 GSD HOLDİNG ANONİM ŞİRKETİ (GSD HOLDING INCORPORATED) THE MINUTES OF THE (C) GROUP PRIVILEGED SHAREHOLDERS GENERAL ASSEMBLY MEETING HELD ON 31 MAY 2012 The (C) Group Privileged Shareholders General Assembly Meeting of GSD Holding A.Ş. has been held on Thursday, 31 May 2012 at 14:30 at Büyükdere Cad. No: Maslak Istanbul under the supervision of Mr. Savaş Özer, the Ministry Commissioner, assigned by the letters of the Ministry of Science, Industry and Technology / the Istanbul Province Directorate of Science, Industry and Technology dated 30 May 2012 and numbered Invitation to the meeting including the meeting agenda, as foreseen in the law and the Articles of Association of the Company has been made by means of the announcements published in the Turkish Trade Registry Gazette dated 3 May 2012 and numbered 8060 and in Dünya Dünya Gazette dated 26 April 2012 and by sending registered letters, having notified the meeting date and agenda in time to the holders of registered shares and the holders of bearer shares who has deposited shares previously and notified their addresses. Having seen through an examination of the list of attendance that 39,280 shares corresponding to TL nominal share capital have been represented in person from among the total 39,280 shares corresponding to TL nominal share capital and thus having concluded that the quorum for the meeting as foreseen in the law and the Articles of Association of the Company exists, the discussion of the meeting agenda items has been opened by Mr. Mehmet Turgut Yılmaz. 1- In accordance with the 1 st item of the agenda; Mr. Asım Özgözükara, Mr. Murat Atım and Mr. Fikret Avcı has been elected unanimously as Chairman of the Presidency of Meeting, Vote Collector and Clerk of the Presidency, respectively. 2- In accordance with the 2 nd item of the agenda; It has been resolved unanimously to authorize the Presidency of Meeting to sign the meeting minutes. 3- In accordance with the 3 rd item of the agenda; The nominations of Mr. Murat Atım residing in Soğuksu Mah. Saip Molla Çiftliği Beykoz Konakları Martı Sok. C127 PK: 295 Beykoz İstanbul with the identification number of of the Republic of Turkey and Mr. Cezmi Öztürk residing in Sinan Ercan Cad. Işıklar 2 Apt. No: 36/18 Kozyatağı Kadıköy İstanbul with the identification number of of the Republic of Turkey, as a member of the board of directors to hold the office of the 2 members of the board of directors for 3 years to be elected by the ordinary general assembly meeting dated to represent the (C) Group Shareholders, have been resolved unanimously. 4- In accordance with the 4th item of the agenda; the approval of the amendments to the Articles 11, 12, 20 and 30 of and the addition of the Article 33 to the Articles of Association of the Company exactly as in the permit of the Capital Markets Board of the Republic of Turkey dated 19 March 2012 and numbered B.02.6.SPK and the permit of the General Directorate of Domestic Trade of the Ministry of Customs and Trade of the Republic of Turkey dated 26 March 2012 and numbered B.21.0.İTG / have been resolved unanimously.

11 5- The Chairman has declared that the meeting has been closed as there being no one asking to speak. We hereby confirm that the minutes of this meeting have been prepared and signed by us at the meeting place. Commissioner of the Ministry of Science, Industry and Technology Savaş Özer Chairman Asım Özgözükara Clerk Fikret Avcı Vote Collector Murat Atım