MINUTES OF THE ORDINARY GENERAL SHAREHOLDERS MEETING OF BRİSA BRIDGESTONE SABANCI LASTİK VE TİCARET ANONİM ŞİRKETİ, HELD ON APRIL

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1 MINUTES OF THE ORDINARY GENERAL SHAREHOLDERS MEETING OF BRİSA BRIDGESTONE SABANCI LASTİK VE TİCARET ANONİM ŞİRKETİ, HELD ON APRIL 27, 2012 The Ordinary General Shareholders Meeting of Brisa Bridgestone Sabancı Lastik Sanayi ve Ticaret AŞ, was convened at 10:00 a.m., on April 27, 2012 at Sabancı Center Conference Hall of Hacı Ömer Sabancı Holding in 4. Levent, with participation of Mr. MEHMET ALİ KÖSE who had been appointed as government observer pursuant to the statement of the Istanbul Regional Directorate of Science, Industry and Technology, Governorship of İstanbul, dated and numbered The announcement related to the meeting invitation was published in time on the pages 129 and 130 of Trade Registry Gazette of Turkey, dated 04 April 2012, number 8041 and on the 13 th page of Güneş newspaper, dated 04 April 2012, number 5462 which are published in Turkey so as to cover the agenda items as stipulated by law and in the Articles of Association. When the attendance list was examined, it was seen that the shares of corresponding to a capital amount of TL ,44 out of the shares of corresponding to total capital of TL ,00 are represented personally, and the shares of corresponding to a capital amount of TL ,45 are represented by proxy, that is, totally shares are represented in the meeting, and so the quorum required by Turkish Commercial Code and Company s Articles of Association is present. The meeting was opened by GÜLER SABANCI, Chairman of Board of Directors, who said that İLKER YILDIRIM, the Auditor is also present, and agenda items are started to be discussed. 1. In line with the article 19 of the Company s Articles of Association, Güler SABANCI, Chairman of Board of Directors, was elected as the Chair of the administration board for the meeting. Mr. Recep Reha DEMİRÖZ, representative of Hacı Ömer Sabancı Holding AŞ and Mr. Kazuyuki EGUCHI, Representative of Brisa, who were representing the shareholders having majority of shares, were elected as the vote collecting officers and Bora ÇERMİKLİ was elected as the clerk. 2. Authorization of the Presiding Board to sign the minutes of the General Assembly on behalf of the shareholders was put to the vote. Authorization of the Presiding Board to sign the minutes of the General Assembly on behalf of the shareholders was approved unanimously. 3. The Board of Directors Annual Report regarding the activities, the Auditor s Report and Inspection Report of the external independent inspectors for 2011 were read out and discussed. 4. The shareholders were informed of that the total amount of donation in 2011 is TL , The shareholders were informed of the report of board of directors containing the transactions made with the relevant parties pursuant to Article 5 of Communiqué of Capital Market Board, Serial No IV 41, in The shareholders were informed of that in 2011 there are no guarantee, lien, mortgage given in favor of 3 rd persons and no income or interests acquired therefrom according to any resolution of Capital Market Board. 7. Pursuant to the Communiqué on determination and implementation of corporate management principles; the shareholders were informed of remuneration principles of the members of board and top managers. 8. The Balance Sheet and Profit/Loss Statements for 2011 were read out and discussed. Upon voting, it was unanimously resolved to accept and approve Balance Sheet and Profit/Loss Statement.

2 Profit distribution proposal made for distribution of CMB consolidated period profit for 2011 and proposal of the Board of Directors in line with resolution no 592, dated , which is included in the activity report of the board were discussed. It was unanimously resolved that from the profit of CMB consolidated period 2011, a dividend in the amount of total TL 66,604,781,25 in 895 percent is paid to the shareholders representing a capital amount of TL 7,441,875 capital and TL ,20 to the dividend shareholders, and TL to the members of board of directors gross and in cash, and that a deduction of withholding is made in 15 % according to their legal status, and that TL 8.95 gross = net cash dividend shall be paid to full taxpayers and TL 8.95 gross, TL net cash dividend shall be paid to other shareholders. It was also unanimously resolved that the dividend payment shall start on May 02, It was put to the vote and unanimously resolved that pursuant to Article 12 of the Articles of Association and to Article 315 of Turkish Commercial Code, Mr Shigeru NIHO in substitution for Mr Yujiro KANAHARA Mr Cezmi Kurtuluş in substitution for Mr Faruk BİLEN Mr Makio OHASHI in substitution for Mr Shigeru NIHO are selected for the vacant positions of the board of directors to take office for the time remaining from their predecessors. 10. Release of the Board of Directors and Auditors for the activities in 2011 were put by the Chair to the vote of the General Assembly. As a result of this voting, all members of board of Directors were unanimously acquitted. Members of board did not vote for themselves. Also upon voting, the members of auditing board were unanimously released for the activities in It was proposed to accept and approve, as it is, a) the amendment permitted by the letter no 9018, dated , of Capital Market Board in relation to amendment of Article 4 of the Articles of Association, and by the letter no 1238, dated , of General Directorate of Domestic Trade, Ministry of Customs and Trade, and by the letter no 2630, dated , of Capital Market Board, b) and the amendment permitted by the letter no 3611, dated , of Capital Market Board in relation to amendment of Articles 10,13 and 14 and to addition of Article 37, and by the letter no 2392, dated , of General Directorate of Domestic Trade, Ministry of Customs and Trade. Upon discussions made, it was unanimously resolved that in accordance with the permissions from the Capital Market Board and General Directorate of Domestic Trade, Ministry of Customs and Trade, the amendments of the following articles are accepted as they are and the new text is accepted.

3 ARTICLES OF ASSOCIATION PURPOSE AND SUBJECT Article 4 The main purpose, objective and authorizations of the company are following: a) To produce and manufacture all natural and synthetic rubber compositions, rubber substitutes, material having rubber content or used for the same purposes and materials manufactured by rubber partly or wholly including all kind of outer tire and inner tubes, shoe products, resins, plastic belts and chemicals; to trade and provide service for tire retreading, purchase, sell and service for all other products, spare parts and accessories in relation to automobile sector, b) To purchase, import and export all machinery, spare parts and materials in the scope of its production range c) To import, export and domestic trade the raw materials, auxiliary material, semi products and products d) To receive and obtain permissions, privileges, license and patents; assign them partly to the others, take over those pertaining to the others, conclude technical knowledge (know how) agreements e) To receive medium and long term credits in the domestic market and in foreign markets, receive aval and guarantee credits, mortgage the immovable properties and issue bonds if necessary f) To acquire, operate, hire, rent, purchase and sell all movable and immovable properties and intangible rights, rise and register liens on the movable and immovable properties belonging to the others in favor of company or acquire all kind of rights therewith g) To do business as distributor, representative, intermediary and agency, to establish organizations and participate in established ones or work in cooperation therein, to act as representative and agent of the insurance companies h) To carry out all financial, commercial, administrative operations and establish companies and participate in the established companies i) The company will comply with the provisions and terms as specified by the Capital Market Regulation in establishing right of mortgage including guarantees, bailment, securities or lien in its own name and in favor of 3 rd persons. If it is intended to do business which are excluded from the aforementioned content, this will be submitted to approval of the general shareholders board upon proposal of the board of directors and resolution shall be made accordingly. For such a resolution which will be deemed as amendment of the articles of association, necessary permissions shall be received from the Turkish Ministry of Industry and Trade and from Capital Market Board.

4 BOARD OF DIRECTORS Article 10 The board of directors composed of 11 members execute business activities of, manage and represent the company. The members of board of directors are selected, amongst people nominated by the majority share owners of each group, by the general assembly as follows; one member for (A) group, one member for (B) group, one member for (C) group, one member for (D) group, one member for (E) group, one member for (F) group and one member for (G) group plus 2 (two) independent members. MEETING, QUORUM AND RESOLUTIONS OF THE BOARD OF DIRECTORS Article 13 a) The board of directors elects a Chairman amongst (B) or (G) group share certificate representatives and a Deputy Chairman amongst (A), (D) or (F) group representatives. The chairman and deputy chairman can be elected for one or more period. b) The board of directors convenes once a quarter of each calendar year and upon calling of the chairman whenever needed. Subject to the conditions mentioned in this sub-clause meetings can be held in the country or abroad in participation of the members of the board. c) The meeting and resolution quorum a) is obtained by presence of 8 (eight) members at least b) all resolutions enter into effect with the positive votes of 8 (eight) members or more c) the agenda to be submitted to the board of directors must be notified to each member prior to 10 days from meeting date at least d) In case of that the chairman is not able to take office for any reason, the deputy chairman automatically substitutes until the chairman returns. ATTENDANCE FEE AND REMUNERATION OF MEMBERS OF BOARD Articles 14 The amount of attendance feel and remuneration is identified by the general shareholders board in accordance with the Capital Market Regulations. COMPLIANCE WITH THE CORPORATE GOVERNANCE PRINCIPLES Article 37-

5 The corporate governance principles stipulated by the Capital Market Board are complied with. Any action taken and resolutions passed without complying with the obligatory principles are deemed invalid and contrary to the articles of association. The arrangements of Capital Market Board in relation to the corporate governance are complied with for the actions which are deemed important as to implementation of Corporate Governance Principles and for the actions with all relevant parties and for the actions in relation to giving guarantee, lien and mortgage in favor of third parties. Number and qualifications of the independent members of the board who will take office in the board of directors are identified based on the arrangements of Capital Market Board in relation to corporate governance. 12. It was unanimously resolved that the following persons are selected as the member of board to be in charge until the Ordinary General Shareholders Meeting to be held in 2015 when the results of business activities in 2014 are to be discussed for 3 (three) years. For A group Asahiko NISHIYAMA, representing BRIDGESTONE CORPORATION For B group Güler SABANCI, Mehmet Nurettin PEKARUN, Barış ORAN, representing HACI ÖMER SABANCI HOLDING For C group Mustafa BAYRAKTAR, representing LASKAY LASTİK SANAYİ AŞ For D group Makio OHASHI, representing BRIDGESTONE CORPORATION For E group Kazuyuki EGUCHI, representing BRIDGESTONE CORPORATION For F group Seiichiro TOKUNAGA, representing BRIDGESTONE CORPORATION For G group Mübin Hakan BAYMAN, representing HACI ÖMER SABANCI HOLDING AŞ It was unanimously resolved that Hasan Cihat ERBAŞOL and Hüsnü PAÇACIOĞLU are selected as independent members of the board.

6 13. Following individuals were unanimously elected as the new Auditors to serve throughout a period of 1 (one) year; Bülent BOZDOĞAN Michihiro SUZUKI İlker YILDIRIM representing B Group shares representing E Group shares representing G Group shares 14. It was unanimously resolved that the members of board are paid TL 3.000,00 (three thousand) per month gross and that no payment is affected for the members of auditing board. 15. To ensure that the fiscal statements and reports of the company for 2012 can be audited pursuant to the guidelines of communique on independent auditing standards in Capital Market which are published by the Capital Market Board, it was unanimously resolved that Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş (Independent Auditing and Certified Public Accountants and Financial Advisor Inc) (Member of Preciwaterhouse Coopers) is appointed as independent auditing company for 1 (one) year. 16. It was unanimously resolved that the controlling shareholders in the board, the members of board, the top managers and their spouses and blood relative and relative by marriage till 2 nd grade are permitted to take action which may lead to conflict of interest with the company or subsidiaries and to compete with them. 17. It was unanimously resolved to give permission to the Board members to practice the actions set out by the Turkish Commercial Code items 334 and 335. The Chairman ended the meeting because there remained no issue on the agenda to be discussed. These minutes were issued and signed in the meeting place following the meeting, on COMMISSAIRE OF THE MINISTRY MEHMET ALİ KÖSE CHAIR OF THE ADMINISTRATION BOARD OF THE ORDINARY GENERAL ASSEMBLY GÜLER SABANCI VOTE COLLECTING OFFICER VOTE COLLECTING OFFICER CLERK R.REHA DEMİRÖZ KAZUYUKI EGUCHI BORA ÇERMİKLİ