LATEK HOLDING ANONIM ŞIRKETİ Page No: 1 Company Title : LATEK HOLDİNG A.Ş. Headquarters : Istanbul Date of Establishment : 22.03.2005 Area Of Activity : Holding Report period : 01/01/2012-30/06/2012 Issued Capital : 10,000,000.- TL Registered Capital : 50,000,000.- TL Board of s Chairman of the Board Vice Chairman of the Board :Levent ERDOĞAN :Suphi Bülent ERDOĞAN :Derya CEBECİ :Murat UYSAL :Metin YÜKSEL :Abdullah Sami AKŞEMSETTİNOĞLU The Company changed its title to Hedef Mali Yatırımlar Holding A.Ş. as of 05 May 2011, and the title of the Company Hedef Mali Yatırımlar Holding A.Ş. was registered by the General Assembly dated 21 June 2011, and changed as Latek Holding Anonim Şirketi being effective from 28 June 2011. At the ordinary general assembly meeting held on 05 April 2011, the directors of the Company and the auditor were elected to hold office for three years. However, after transfer of the privileged shares owned by Mr. Namık Kemal Gökalp in the capital share of our Company by him to Mr. Levent Erdoğan, all of the s were changed on 18.08.2011 and such change will be presented to the first General Assembly to be held. Mr. Metin Yüksel and Mr. Abdullah Sami AKŞEMSETTİNOĞLU were elected as the independent directors as per the article 8 of the Articles of Incorporation They are obligated to perform the duties as stipulated in the Turkish Trade Code and in the Articles of Incorporation. The s of the Board were approved at the General Assembly dated 21 June 2012. Auditor : Feyzullah ERDOĞAN It is unanimously resolved to elect Mr. Feyzullah ERDOAĞN as the auditor to hold office for 1 year until the Ordinary general Assembly to be held to review the operations and accounts of year 2012. 1. Partnership Structure Shareholders Group Paid in Capital Capital Share (%) Capital Amount Amount TL Levent Erdoğan A 100,000-1 100,000- Public B 9,900,000-99 9,900,000-
LATEK HOLDING ANONIM ŞIRKETİ Page No: 2 2. Dividend Policy The dividend pay-out policy of the Company for year 2010 and subsequent years as defined in the Board meeting number 121 dated 09.03.2011 and publicized on 10.03.2011 shall be as followings: The Capital Market Board decided in the principal decision nr 4/67 dated 27.01.2006 that the dividend pay-out policies shall be determined for year 2011 and subsequent years. Based on the cited decision, It is unanimously resolved by our Company that the dividend pay-out policy of our Company for year 2011 and subsequent years shall be as following: the dividend payments of the Company shall be in the form of cash dividend and/ or bonus share which will not affect the capital structure and market value of the partnership, not being less than 20% of the net profit available for distribution to be generated in each year, considering the financial structure and profitability of the Company as well as the general economic conjuncture, as per the applicable provisions of the Turkish Trade Code, Capital Market Board, and the other applicable legislation, and that the dividend payment policy will be reviewed in accordance with the changing conditions. Therefore, the dividend payment policy as defined in the Ordinary General Assembly for year 2011 dated 21 June 2012 was presented once again to our shareholders for review. Our company was incorporated on 22.03.2005. 10% cash dividend, namely the amount of TL 250,000 was paid related to the activities in year 2005. 4% cash dividend, namely the amount of TL 100,000 was paid related to the activities in year 2006. 3% cash dividend, namely the amount of TL 75,000 was paid related to the activities in year 2007. Loss was recorded related to the activities in year 2008. Although the profit was made in the amount of TL 954,262 from the activities in 2009, the amount of 1,332,141 was deducted from such amount as previous years losses, and it was decided not to pay out any dividend and such decision was approved in the General Assembly. The activities of 2010 resulted in losses in the amount of TL 242,170. The activities of 2011 resulted in losses in the amount of TL 802,275. 3. Capital Increase The longevity of the return period from the real sector investments that the Company will make with the change of area of activity of the Company strengthens the possibility of inadequacy of the current capital in financing of the companies to be subscribed or to be established. Under the current market conditions, the Companies should have strong capital structure in order to be competitive, have strong growth potential, and long existence. The Company resolved to increase the capital of the Company from TL 5,000,000 to 10,000,000 which will be paid in cash fully on 26.05.2011, in order to develop investments in the sectors in which it plans to operate after ceasing the former status of the company being an investment company, and such capital increase was completed as of 04.11.2011 with registration thereof. 4. The matters which may be helpful for the investors, a) Current Status related to the BITT (Banking Insurance and Transaction Taxes) The amount of TL 154,994 claimed related to the claims filed by the Company on the BITT with the total value of TL 167,966 pending as of 30 June 2012 was relinquished as per the Law Nr 6111 on restructuring of Some Claims, and the amount of TL 41,479.25 was paid to the Tax Authority on 21.04.2011. The claims with the value of TL 12,972 are still currently pending. (31.12.2011: 12.972 TL)
LATEK HOLDING ANONIM ŞIRKETİ Page No: 3 5. The matters which may be helpful for the investors, b) Change of Area of Activity of our Company; The Company decided at the Board meeting no 116 dd. 14.12.2010 to amend all of the Articles of the Incorporation of the Company in order to exit from the status of investment fund in order to increase profitability and growth ratios, to provide value added to the capital markets and our shareholders through extending the investment areas and insuring usage of the liquidity in different areas, and to restructure the legal status of the Company. The required authorizations were obtained from the Capital market Board and the Ministry of Industry and Trade, TR, for amending the Articles. The amendment to the Articles approved at the general Assembly held on 02.05.2011 was registered by Istanbul Trade Register on 05.05.2011. In this sense the purpose and subject of the Company is to invest in and operate any and all moveable and immoveable assets, and to make commercial, industrial and financial investment initiations. The procedures related to the change of areas of operations have been completed, and the feasibility studies will be made for new investment decisions, and the detailed market research will be conducted as to financing amounts, market conditions, value added to be provided, and many factors shall be considers such as raw materials, energy, labor force, proximity to markets, natural conditions, transportation opportunities, and growth potential, in order to make the most rational investments. The Company determined the sectors with the highest rate of return on investment, in which technology transfer may be conducted swiftly and less expensively in order to make the maximum value. In this sense, the priority will be given on agriculture, animal breeding, processed goods, renewable energy and recycling sectors. Also the issues such as techniques and technologies to be used in the production as well as alternative production techniques and raw and ancillary material requirements to occur according to all techniques, machinery and equipments required therefore, input-output analyses related thereto, layout plans, how the construction and installation works will be conducted, supply resources, number and qualifications of the personnel will be evaluated in the form of project(s) and the application shall be made accordingly. c) Share purchase Our Company made its first participation by purchasing the capital share of LTK Dış Ticaret A.Ş. having the paid in capital of TL 500,000 as of 25.10.2011 by purchasing 32% of its shares corresponding to 160,000 shares at the purchase value of TL 30,016,000, in accordance with the amended subject of our Company. The Board of the Company held a meeting on 6 July 2012 and took over i) 21,900 shares of LTK Dış Ticaret A.Ş. in which the Company has 16,000 shares with TL 10 nominal par value per share totaling to nominal value of TL 160,000- owned by Mr. Levent Erdoğan as one of the shareholders of the cited company in consideration of the purchase value of TL 51,102,173.77 as determined in the valuation report prepared by Kapital Karden Bagimsiz Denetim ve Yeminli Mali Müşavirlik A.Ş. (a RSM member) on the value of LTK Dış Ticaret A.Ş., ii) 6,900 shares of LTK Dış Ticaret A.Ş. in which the Company has 16,000 shares with TL 10 nominal par value per share totaling to nominal value of TL 160,000- owned by Mr. Suphi Bülent Erdoğan as one of the shareholders of the cited company in consideration of the purchase value of TL 16,100,684.88 as determined in the valuation report prepared by Kapital Karden Bagimsiz Denetim ve Yeminli Mali Müşavirlik A.Ş. (a RSM member) on the value of LTK Dış Ticaret A.Ş.,
LATEK HOLDING ANONIM ŞIRKETİ Page No: 4 5. The matters which may be helpful for the investors (cont.) c) Share purchase (cont.) iii) 4,335 shares of LTK Dış Ticaret A.Ş. in which the Company has 16,000 shares with TL 10 nominal par value per share totaling to nominal value of TL 160,000- owned by Mr. Murat Uysal as one of the shareholders of the cited company in consideration of the purchase value of TL 10,115,430.28 as determined in the valuation report prepared by Kapital Karden Bagimsiz Denetim ve Yeminli Mali Müşavirlik A.Ş. (a RSM member) on the value of LTK Dış Ticaret A.Ş. iv) 360 shares of LTK Dış Ticaret A.Ş. in which the Company has 16,000 shares with TL 10 nominal par value per share totaling to nominal value of TL 160,000- owned by Mr. Burcu Erdoğan as one of the shareholders of the cited company in consideration of the purchase value of TL 840,035.73 as determined in the valuation report prepared by Kapital Karden Bagimsiz Denetim ve Yeminli Mali Müşavirlik A.Ş. (a RSM member) on the value of LTK Dış Ticaret A.Ş. v) 500 shares of LTK Dış Ticaret A.Ş. in which the Company has 16,000 shares with TL 10 nominal par value per share totaling to nominal value of TL 160,000- owned by Ms. Derya Cebeci as one of the shareholders of the cited company in consideration of the purchase value of TL 1,166,716.29 as determined in the valuation report prepared by Kapital Karden Bagimsiz Denetim ve Yeminli Mali Müşavirlik A.Ş. (a RSM member) on the value of LTK Dış Ticaret A.Ş. With the foregoing share purchases, the share of the Company in LTK Dış Ticaret A.Ş. was increased to 99.99% corresponding to 49,950 shares with the total par value of TL 499,950.00 in the total paid in capital of the Company with the total par value of TL 500,000. 6. The significant events occurred from the closing date of the accounts until the general assembly date in which the relevant financial statements will be discussed. None. 7. Personnel and labor movements, collective bargaining applications, rights and benefits provided to personnel and workers The employees of the Company are not under any collective bargaining scheme. All rights defined in the Labor Laws are provided. 8. Information about the aids/ donations granted within the year, No aid or donation was given within the period. 9. Information as to whether any organization exists except the Headquarters, The Company has no organization except the headquarters (i.e. branch).
LATEK HOLDING ANONIM ŞIRKETİ Page No:5 10. Area of Activity and the share of the Company within the Industry; b) Sector The Company was incorporated in order to be involved in the purposes and subjects as written in the regulations of the CMB on the Investment Funds but exit from the status of Investment Fund in order to increase profitability and growth ratios, to provide value added to the capital markets and the shareholders of the Company through extending the investment areas. The operation results in the financial statements of the Fund are generated from the security purchase and sales transactions of the Company that it realized within the scope of portfolio operation in investment fund status. There is no result from the operations in the financial statements after the change of the status of the Company. c) Operations The Company shall sell its entire security portfolio It had formed within the scope of portfolio operations as an investment fund, and after that, it shall only purchase securities by using its idle assets. The Company plans to use its current liquid assets in such sectors that we may call real sectors in short, to establish new companies or participate in the capital of the existing companies in the areas presenting growth potential. Our Company made its first participation by purchasing the capital share of LTK Dış Ticaret A.Ş. having the paid in capital of TL 500,000 as of 25.10.2011 by purchasing 32% of its shares corresponding to 160,000 shares at the purchase value of TL 30,016,000, in accordance with the amended subject of our Company. The Board of the Company held a meeting on 6 July 2012 and took over i) 21,900 shares of LTK Dış Ticaret A.Ş. in which the Company has 16,000 shares with TL 10 nominal par value per share totaling to nominal value of TL 160,000- owned by Mr. Levent Erdoğan as one of the shareholders of the cited company in consideration of the purchase value of TL 51,102,173.77 as determined in the valuation report prepared by Kapital Karden Bagimsiz Denetim ve Yeminli Mali Müşavirlik A.Ş. (a RSM member) on the value of LTK Dış Ticaret A.Ş., ii) 6,900 shares of LTK Dış Ticaret A.Ş. in which the Company has 16,000 shares with TL 10 nominal par value per share totaling to nominal value of TL 160,000- owned by Mr. Suphi Bülent Erdoğan as one of the shareholders of the cited company in consideration of the purchase value of TL 16,100,684.88 as determined in the valuation report prepared by Kapital Karden Bagimsiz Denetim ve Yeminli Mali Müşavirlik A.Ş. (a RSM member) on the value of LTK Dış Ticaret A.Ş., iii) 4,335 shares of LTK Dış Ticaret A.Ş. in which the Company has 16,000 shares with TL 10 nominal par value per share totaling to nominal value of TL 160,000- owned by Mr. Murat Uysal as one of the shareholders of the cited company in consideration of the purchase value of TL 10,115,430.28 as determined in the valuation report prepared by Kapital Karden Bagimsiz Denetim ve Yeminli Mali Müşavirlik A.Ş. (a RSM member) on the value of LTK Dış Ticaret A.Ş. iv) 360 shares of LTK Dış Ticaret A.Ş. in which the Company has 16,000 shares with TL 10 nominal par value per share totaling to nominal value of TL 160,000- owned by Mr. Burcu Erdoğan as one of the shareholders of the cited company in consideration of the purchase value of TL 840,035.73 as determined in the valuation report prepared by Kapital Karden Bagimsiz Denetim ve Yeminli Mali Müşavirlik A.Ş. (a RSM member) on the value of LTK Dış Ticaret A.Ş.,
LATEK HOLDING ANONIM ŞIRKETİ Page No: 6 10. Area of Activity and the share of the Company within the Industry; c) Operations (cont.) v) 500 shares of LTK Dış Ticaret A.Ş. in which the Company has 16,000 shares with TL 10 nominal par value per share totaling to nominal value of TL 160,000- owned by Ms. Derya Cebeci as one of the shareholders of the cited company in consideration of the purchase value of TL 1,166,716.29 as determined in the valuation report prepared by Kapital Karden Bagimsiz Denetim ve Yeminli Mali Müşavirlik A.Ş. (a RSM member) on the value of LTK Dış Ticaret A.Ş. With the foregoing share purchases, the share of the Company in LTK Dış Ticaret A.Ş. was increased to 99.99% corresponding to 49,950 shares with the total par value of TL 499,950.00 in the total paid in capital of the Company with the total par value of TL 500,000. 11. Risks and Uncertainties; Since the Company is involved in portfolio operation during the period it operated as an investment fund, it was subject to the risks related to the value decrease of the securities in its portfolio in the ISE (Istanbul Stock Exchange). After its exit from the status of investment fund, it is no longer subject to the limitations stated in the circulars of the CMB on investment funds. Since the Company is not subject to those limitations it will be able to extend its investment areas. However, being not restricted with the operations, debt ratios, and investments which are included in the circular on investment funds is also a factor increasing the risks for the Company. Depending on the areas of investments to be invested in, there are technical risks such as technology, investment planning and modernization, and financial risks such as risk capital and loan provision. The formation of the projects may take time due to the facts that the Company is new in the operation areas it planned to enter and that the planned investments are real sector investments. 12. Dividend Payment Advice; The General Assembly for year 2011 was held on 21.06.2012 and it was unanimously resolved not to pay out any dividend. 13. Information on Financial Statements; The net losses of the Group as of 30 June 2012 were realized as TL 1,499,350. The main reason therefore is the losses recorded by LTK Dış Ticaret at the accounting period ended at June 2012, which is recognized in the books of the Company through equity sharing method, and the interests accrued to be paid to Mr. Levent Erdoğan as one of the shareholders. The major reason for the losses of LTK Dış Ticaret as of June is the losses related to the opening of the stores in Kenya. The construction market chain LTKHOME brand was opened on 7 March 2012. However, the opening related expenses, lease values, and the expenses of the personnel employed therein caused losses of TL 505,161 for 6 months. Besides, the underperformance of Bandirma port due to the less occupancy rate of the Port due to the climate conditions LTK Dış Ticaret recorded losses of TL 414,641.
LATEK HOLDING ANONIM ŞIRKETİ Page No: 7 HEDEF MALİ YATIRIMLAR HOLDİNG A.Ş. 01.01.2012-31.03.2012 CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT 1. Statement of Compliance with Corporate Governance Principles During the period from 01.01.2012 to 30.06.2012 our Company complied with most of the corporate governance principles and the principles not applied are in the nature which will not cause any conflict of interests. The applications as to the corporate governance principles will be as followings: PART I - SHAREHOLDERS 2. Investor Relations Department: Since the number of personnel of our Company is one, no separate department was established. However, Ms. Derya Cebeci has been assigned as the Investor Relations Manager to hold office within the scope as defined in the article 7 of the Circular Nr 41 Serial IV of the Capital market Board, and her contact details are provided below: Ms. Derya CEBECİ Latek Holding A.Ş. E-mail : yatirimci.ilişkileri@latekgroup.com Tel: 0212 286 66 20 Fax : 0212 286 29 58 3. Usage of Right of Investors to Information: All of the information requests by the shareholders (investors) were through telephone calls. Our announcements were publicized in the form of material disclosures published in the SIE Bulletins and in the form of declarations published in the Trade registry Gazette and daily newspapers as stipulated in the applicable legislation. No regulation is available in the Articles for assigning a special auditor. 4. Information on General Assembly: The Ordinary general Assembly of our Company for year 2011 was held on 21 June 2012 with the participation of proxies of the shareholders, Commissar of the Ministry of Industry, and shareholders. The invitation related to the Assembly including the agenda of the Assembly was announced in Turkish Trade Registry Gazette nr 8077 dd. 28.05.2012, at KAP on 22.05.2012, in Hurses Newspaper dd. 24.05.2012, and Dunya Newspaper dd. 25.05.2012, as stipulated in the applicable laws and the Articles of Incorporation. The audit report and annual report for year 2011 was presented at the headquarters of the Company for review of the shareholders 15 days prior to the general assembly for year 2011. The minutes of the general assembly are available at the headquarters of the Company located at Ahi Evren Cad. Ata Center İş Merkezi Kat: 1 No: 4 Maslak / Istanbul at all times for review of our shareholders. The amendments to the Articles were approved in the Ordinary General Assembly dd. 21 June 2012 and the Extraordinary General Assembly dd. 02.05.2011. Related to the subject, the general assembly was held for privileged shares related to the subject. The cited amendments were registered on 05.05.2011 and published in the Turkish Trade Registry Gazette on 11.05.2011. The amendments to the Articles made at the Ordinary general Assembly dated 21 June 2012 were registered on 28.06.2012 and published in the Turkish Trade Registry Gazette nr 8104 on 04.07.2012.
LATEK HOLDING ANONIM ŞIRKETİ Page No: 8 5. Voting Rights and Minority Rights: The Group A shares of our Company are entitled to appoint candidates for membership in the Board. There is no regulation in the Articles of Incorporation of our Company related to usage of cumulative voting. 6. Dividend Pay-out Policy and Dividend Payment Time: There is no privilege as to the dividend payment: The Capital Market Board decided in the principal decision nr 4/67 dated 27.01.2006 that the dividend pay-out policies shall be determined for year 2011 and subsequent years. Based on the cited decision, It is unanimously resolved by our Company that the dividend pay-out policy of our Company for year 2011 and subsequent years shall be as following: the dividend payments of the Company shall be in the form of cash dividend and/ or bonus share which will not affect the capital structure and market value of the partnership, not being less than 20% of the net profit available for distribution to be generated in each year, considering the financial structure and profitability of the Company as well as the general economic conjuncture, as per the applicable provisions of the Turkish Trade Code, Capital Market Board, and the other applicable legislation, and that the dividend payment policy will be reviewed in accordance with the changing conditions. 7. Share Transfer: There is no provision in the Articles of Incorporation of the Company related to limitation on share transfer. PART II PUBLIC DISCLOSURE AND TRANSPARENCY 8. Company Information Disclosure Policy: In accordance with our public disclosure and information policy that we consider to disclose all relevant matters related to our operations to all shareholders/ investors fully and correctly within due times pursuant to the legislation applicable to our company, any and all disclosure required under the capital market laws is made in timely manner. Since the required explanations are performed as stated in the applicable legislation, an information provision policy was not established as defined in the article 1.2.2 Part II of the Corporate Governance Principles of the CMB. 9. Material Disclosures: The material disclosures made pursuant to the regulations of the CMB between 01.01.2012 and 30.06.2012 may be accessed at www.kap.gov.tr. No further clarification was requested by the CMB or the ISE for any of these disclosures Since our company is not listed in the foreign exchanges there is no material disclosure related to this issue
LATEK HOLDING ANONIM ŞIRKETİ Page No: 9 10. Company internet website and contents: The website of the Company is at http://www.latekholding.com and it contains: Articles of Incorporation Financial Statements Offering circular General Assembly Other Documents Annual Report Corporate Governance Communication details 11. Disclosure of the Real person Final Controlling Shareholder(s): There is no final real person controlling shareholder in the partnership structure of our Company. 12. Disclosure of People with Access to insider information: The list of the persons with access to insider information is provided below. These persons are publicized through material disclosures in the annual reports and as a result of the elections conducted at the General Assembly. Chairman of the Board Vice Chairman and Managing Auditor Finance Internal Audit : Levent ERDOĞAN : S. Bülent ERDOĞAN : Derya CEBECİ : Murat UYSAL : Metin YUKSEL : Abdullah Sami AKŞEMSETTİNOGLU : Feyzullah ERDOĞAN : Yeliz YILMAZ : Evren ŞEHRİ It is unanimously resolved to appoint Mr. Feyzullah Erdoğan as the Company Auditor to hold office for 1 year until the next Ordinary general Assembly to be held to review operations and accounts of year 2012. PART III - STAKEHOLDERS 13. Disclosure to Stakeholders: The stakeholders are notified related to company operations and governance through material disclosures sent to the ISE in timely manner. 14. Participation of the Stakeholders in Company Management: The Company is managed by the board of directors in accordance with the articles of incorporation and the applicable legislation, and the directors of the board are elected and appointed in the General Assembly meeting by the shareholders.
LATEK HOLDING ANONIM ŞIRKETİ Page No: 10 15. Human Resources Policy: Due to fewness of the number of employees, no representative was assigned to execute the relations with the employees. No discrimination exists between the employees of our company. Our employees are equal in all subjects. 16. Information about the Relations with the Clients and Suppliers: Since our Company operates in finance area no goods production or marketing is available. 17. Social Responsibility: Our Company is well aware of its liabilities against its employees and the society, and is committed to perform such liabilities in the best manner. It takes the required measures for the safety of the workplace, is not involved in any misleading or deceiving advertisement and marketing efforts, and complies with and supports the rules prohibiting discrimination. PART IV BOARD OF DIRECTORS 18. Structure, Formation of the Board of s and Independent s: The Board is consisted of 6 directors and all of these directors are elected by the General Assembly to be appointed by the Group (A) shareholders, and the candidates who received highest number of votes are elected as the directors. However, at least two directors should be independent directors meeting the following qualifications. The independent directors should not have any direct or indirect employment, capital and commercial relation in the last two years and have any blood relation and affinity by marriage including spouses with the following parties: shareholders having 10% or more shares or voting rights, shareholders having privilege to appoint candidate for being director of the Company, Firms providing significant goods or services to the Company Companies in which shareholders having 10% or more shares or voting rights of the Company or having privilege to appoint candidate for being director of the Company have 10% or more shares or voting rights of such companies, The subsidiaries of the Company. The directors are elected to hold office for 3 years. However, the directors may be re-assigned after the expiry of their office period. The office period of the General Manager is not related to the office period of the s. Mr. Mehmet Erdem and Mr. Davut Furuncuoğlu resigned from their positions and Mr. Sami Akşemsettinoğlu and Mr. Metin Yüksel have been as independent directors assigned pursuant to the resolutions numbers 161 and 162 dd. 16 March 2012.
LATEK HOLDING ANONIM ŞIRKETİ Page No: 11 19. Mission and Vision of the Company and Strategic Targets: All of the Articles of the Company were amended as of 05.05.2011 and the Company was discharged from status of investment fund. After such change, it is aimed that the Company will be able to establish companies in the areas having growth potential without being restricted with the limitations imposed on investment funds, and have control on management and capital of these companies. The Company determined the sectors with the highest rate of return on investment, in which technology transfer may be conducted swiftly and less expensively in order to make the maximum value. In this sense, the priority will be given on agriculture, animal breeding, processed goods, renewable energy and recycling sectors. 20. Risk Management and Internal Control Mechanism: Due to fewness of the number of Company personnel, risk management and internal control department were not established. 21. Powers and Liabilities of s and Managers: The Articles of the Company include the provision that the Company will be managed and represented by the Board of s. The details on this issue are included in the signature circular of the Company. 22. Operation Principles of the Board of s: The Board of s shall meet as the company affairs will require so. In the meetings, each of the s will have one vote. The venue is the Company Headquarters. However, the Board meetings may be held at other places to be required. The quorum for holding a Board Meeting is the majority of the s, and the quorum for the decision is the majority of the participants. 24. Transactions with the Company and Non Competition: The power to conduct transactions are provided to the Board of s at the Extraordinary General Assembly dd. 21.06.2012 pursuant to the articles 334 and 335 of the Turkish Trade Code 25. Ethical Rules: Although the ethical rules of the Company are not available in written form, our employees should comply with the following established ethical rules Performance of the Obligations; The employees should perform their duties fully, carefully and delicately pursuant to the applicable laws, they should consider the benefits of the entity, and avoid any and all behaviors which may harm to the entity and themselves.
LATEK HOLDING ANONIM ŞIRKETİ Page No: 12 25. Ethical Rules (cont.): Protection of the confidentiality and working environment; The employees should not disclose the information they learn due to their positions to any third parties excluding the required authorized parties. The employee is not allowed to release information to written or visual media without information and approval of the senior management. The information considered as confidential should not be uttered in the public places. Any item registered in the inventory of the Company should not be used for personal purposes. Any asset of the Company should not be left open and insecure. 26. Number, Structure and Autonomy of the Committees formed by the Board of s: The Board of s of the Company has established an audit committee consisting of two members pursuant to the Serial X Circular No: 16 of the Capital Market Board imposing this obligation on the public companies to audit the duties and liabilities of the Board of s. 27. Financial Benefits provided to the s: In the General Assembly for year 2011 held on 21 June 2012, it was unanimously resolved to pay TL 2,500.00 to Levent Erdoğan, 1,500.00 to Suphi Bülent Erdoğan, 1,000.00 to Murat Uysal, TL 4,000.00 to Abdullah Sami Akşemsettinoglu, TL 4,000.00 to Metin Yüksel, and TL9,500.00 to Ms. Derya Cebeci, all being the directors of the Board, as attendance fees.