Turkiye Gdr Rgs Regulatory News (TIBD)

18 Jul 2007 16:22

Turkiye Is Bankasi18 July 2007 Further to our following RNS announcement nr.7560Z, please find attached theAgenda of the EGM, Proxy form and the articles of Isbank's Articles ofIncorporation subject to change Further to our following RNS announcement nr.7560Z 03.07.2007Extraordinary General Meeting Within the framework of the ratifications given by the Banking Regulation andSupervision Agency, Capital Markets Board and the Ministry of Industry andCommerce, Isbank Board of Directors made a resolution on 03.07.2007 to hold onWednesday, July 25th, 2007 at Is Kuleleri 34330 Levent-Istanbul Head OfficeAuditorium, an Extraordinary General Meeting at 14:00, a Private Meeting forGroup (A) Shareholders at 14:15, a Private Meeting for Group (B) Shareholders at14:30 and a Private Meeting for Group (C) Shareholders at 14:45 in order to - raise Isbank's registered capital from TRY 3.5 billion to TRY 7 billion - change articles 3, 5, 6, 7, 8, 12, 16, 18, 19, 21, 28, 49, 58, and 62 of Isbank's Articles of Incorporation - add a provisional article to Isbank's Articles of Incorporation. Agenda of the Extraordinary General Meeting is as follows: 1- Opening ceremony, establishment of Chairmanship Council andauthorization of the Chairmanship Council to sign Minutes of the GeneralMeeting, 2- Changing the articles 3, 5, 6, 7, 8, 12, 16, 18, 19, 21, 28, 49, 58 and62 of Isbank's Articles of Incorporation, and adding provisional article 17 tothe Articles of Incorporation. Agenda of the Private Meeting for Group (A) Shareholders is as follows: 1- Establishment of Chairmanship Council and authorization of theChairmanship Council to sign Minutes of the Private Meeting, 2- Ratification of the resolution regarding the change of articles 3, 5, 6,7, 8, 12, 16, 18, 19, 21, 28, 49, 58 and 62 of Isbank's Articles ofIncorporation and the addition of the provisional article 17 to the Articles ofIncorporation. Agenda of the Private Meeting for Group (B) Shareholders is as follows: 1- Establishment of Chairmanship Council and authorization of theChairmanship Council to sign Minutes of the Private Meeting, 2- Ratification of the resolution regarding the change of articles 3, 5, 6,7, 8, 12, 16, 18, 19, 21, 28, 49, 58 and 62 of Isbank's Articles ofIncorporation and the addition of the provisional article 17 to the Articles ofIncorporation. Agenda of the Private Meeting for Group (C) Shareholders is as follows: 1- Establishment of Chairmanship Council and authorization of theChairmanship Council to sign Minutes of the Private Meeting, 2- Ratification of the resolution regarding the change of articles 3, 5, 6,7, 8, 12, 16, 18, 19, 21, 28, 49, 58 and 62 of Isbank's Articles ofIncorporation and the addition of the provisional article 17 to the Articles ofIncorporation. Power of Attorney Turkiye Is Bankasy A.S. I am herewith appointing as my representative : ................... In order to represent me at the Extraordinary General Meeting of Turkiye IsBankasi A.S. to be held on 25 July 2007 at 14:00 and/or at the Private Meetingfor Group (A) Shareholders at 14:15 on the same day and/or at the PrivateMeeting for Group (B) Shareholders at 14:30 on the same day and/or at thePrivate Meeting for Group (C) Shareholders at 14:45 on the same day at IsKuleleri, Head Office/Auditorium 34330, Levent, Istanbul address in thedirection of my below mentioned views, with the authority to vote, to makeproposals and to sign the necessary documents. THE ADDRESS OF THE PROXY HOLDER: A-EXTENT OF THE AUTHORITY TO REPRESENT a) The proxy holder will be authorized to vote on every item of the agendaaccording to his view. b) The proxy holder will be authorized to vote on every item of the agendaaccording to special directives. Special Directives: (Special Directives, if any, should be mentioned) c) The proxy holder is authorized to vote on every item of the agenda accordingto the proposals of the company. d) The proxy holder will be authorized to vote on other issues which may ariseduring the Assembly, according to the below mentioned directives. (in case thereare no directives, the proxy holder may vote by his own) Special Directives: (Special Directives, if any, should be mentioned) B-STOCKS OWNED BY THE SHAREHOLDER a) Class and serial: b) Reg. Number: c) Number/Nominal Value :............... SHAREHOLDER'S NAME : SIGNATURE : ADDRESS : _________________________________________________________________________ Notes: 1. One of the options between (a), (b) or (c) is chosen in Part (A). Ifdirectives are to be given, explanations should be made for options (b) and (d). 2. The qualified voter, who wants to give proxy, should fill the proxy form andcertify his signature through notary public or should attach the list ofauthorized signatures certified by notary public to the proxy form. 3. According to the Articles of Incorporation, the proxy holders are obliged tohave shares of their own and be qualified voters themselves. 4. This proxy statement is prepared in accordance with the principles of theCapital Markets Board Communique Serial:IV Nr:8, published on the OfficialGazette dated 09.03.1994 nr.21872. CHANGES IN ISBANK'S ARTICLES OF INCORPORATION OLD VERSION NEW VERSIONThe Name and Head Article 3 - The name of the Corporation is " Article 3- The name of the Corporation is "Office of the Turkiye Is Bankasi Anonim Sirketi" and its Turkiye Is Bankasi Anonim Sirketi". The HeadCorporation head office is settled in the city of Ankara Office is located in Istanbul. The address is at the address Ataturk Bulvari No. 191 Is Kuleleri 34330 Levent/Istanbul. If there is Kavaklidere-Ankara until 31.12.1999. After a change in the address of the Head office, date of 01.01.2000, the head office will carry the new address is to be registered at the on in Ystanbul at the address 4. Levent, commercial register and be published in the Buyukdere Caddesi Pembegul Sokagi-Istanbul. If Trade Registry Gazette and also The Capital there exists a change in the address of the Markets Board shall be informed. Notifications head office, the new address is to be that are delivered to the registered and registered at the commercial register and be published address shall be considered as published in the Gazette of Commercial delivered to the corporation. If the Register and also The Ministry of Industry and corporation moves from its registered and Commerce shall be informed. Notifications that published address, but does not register its are delivered to the address registered and new address within the given period of time, published shall be considered as delivered to it would be considered as a cause for the corporation. Inspite of being moved from dissolution. the registered and published address, if the new address was not registered within the given period, this would be considered as a reason for resolution. Upon resolution of the In accordance with the provisions of the Board of Directors and subject to the Banking Law and the resolution of the Board of provisions of the Banking Act, branch offices, Directors, branch offices, agencies and agencies and stationary or mobile offices may stationary or mobile offices may be opened and be set up and correspondents may be maintained may have correspondents everywhere in Turkey in other locations in Turkey and in foreign and in foreign countries. countries. Capital Article 5- The Corporation accepts the Article 5- The Corporation has accepted the registered capital system according to the registered capital system according to the provisions of the Capital Market Act and provisions of the Capital Market Law and has adopted the registered capital system by the adopted the registered capital system by the consent of The Capital Market Board no. 2683 permission of The Capital Markets Board nr. dated 6.3.1997 and the registered capital of 2683 dated 6.3.1997. The registered capital the Corporation has been raised to of the Corporation has been raised to TRY 3.500.000.000.000.000.- (three quadrillion 7,000,000,000 (seven billion) by the five hundred trillion) Turkish Liras by the permission of The Capital Markets Board nr. 11 consent of The Capital Market Board no. 64/ /309 dated 23.03.2007. 1547 dated 19.12.2003. The registered capital of the Corporation which is 3.500.000.000.000.000.- (three The issued and fully paid capital of the quadrillion five hundred trillion) Turkish Corporation is TRY 2,756,585,000 (two billion Liras is divided into 2.000.000 (two million) seven hundred fifty six million five hundred shares of Class (A), each having nominal value eighty five thousand) and TRY 1,000 of it is of 500.- (five hundred) Turkish Liras, composed of Group (A) shares each of which 2.900.000 (two million nine hundred thousand) worth 1 New Kurus, TRY 29,000 of it is shares of Class (B), each having the nominal composed of Group (B) shares each of which value of 10.000.- (ten thousand) Turkish Liras worth 1 New Kurus and TRY 2,756,555,000 of it and 87.499.250.000 (eighty seven billion four is composed of Group (C) shares each of which hundred and ninety nine million two hundred worth 4 New Kurus. and fifty thousand) shares of Class (C), each having the nominal value of 40.000.- (forty thousand) Turkish Liras. The Board of Directors is authorized to The issued capital of the Corporation is increase the issued capital by issuing 1.426.723.800.000.000.- (one quadrillion four registered shares up to the maximum level of hundred and twenty six trillion seven hundred the registered capital in accordance with the and twenty three billion eight hundred provisions of the Capital Market Law and the million) Turkish Liras which has been paid up relevant legislation, whenever it deems and the part, 1.000.000.000- (one billion) necessary. Turkish Liras of which consists of 2.000.000. (two million) completely registered shares of Class (A); the part 29.000.000.000.- (twenty nine billion) Turkish Liras of which consists However, no new shares can be issued unless of 2.900.000 (two million nine hundred all the issued shares are sold and their thousand) completely registered shares of values are collected. Class (B) and the part, 1.426.693.800.000.000.- (one quadrillion four All the shares of the Corporation are strictly hundred and twenty six trillion six hundred required to be issued in return for cash; all and ninety three billion eight hundred of them must be registered and be quoted on million)Turkish Liras of which consists of the Stock Exchange. 35.667.345.000.- (thirty five billion six hundred and sixty seven million three hundred and fourty five thousand) completely registered shares of Class (C). The Board of Directors is authorized to increase the issued capital by issuing registered shares up to the Maximum Level of the Registered Capital according to the provisions of the Capital Market Act and the relevant legislation, whenever it deems necessary. However, no new shares can be issued unless all the issued shares are sold and their prices are collected. Without effecting the nominal value of the shares, the Board of Directors is empowered to issue share certificates representing a fixed number of shares within the scope of the legislation of the Capital Market and deliver such certificates to requesting shareholders. Provided that the regulations issued by the Capital Market Board are reserved, upon later request by the shareholders, such share certificates may be replaced by as many share certificates as the number of shares they contain. All the share certificates of the Corporation are strictly required to be issued in consideration of cash, quoted on the Stock Exchange and shall be registered. Provisional Share Article 6 - Registered share certificates Article 6- The shares are registered.Certificates shall be given to the shareholders in the way prescribed by the laws.The Form of Share Article 7 - The share certificates shall Article 7- Abolished.Certificates contain the requirements prescribed in the legislation.Majority of Capital Article 8 - Majority of the capital shall be Article 8- Majority of the capital shall be owned by Turkish nationals. owned by Turkish nationals. Dividend coupons of the share certificates shall belong to the bearers thereof, and such dividends shall be payable to those who present them.Transfer of Shares Article 12 - Transfer of registered share Article 12- Transfer of registered shares certificates shall be effective upon shall become effective according to the endorsement of the certificate, and upon the relevant legislation. delivery of the certificate. However this transfer becomes effective vis-a-vis the Bank only upon registration in However this transfer becomes effective the book of shareholders. In accordance with vis-a-vis the Bank only upon registration in the second paragraph of Article 418 of the the book of shareholders. In accordance with Turkish Commercial Code, the Board of the related provisions of the Turkish Directors may decline to register even without Commercial Code, the Board of Directors may assigning any reason therefore. decline to register even without assigning any reason therefore. Article 16 - Every shareholder shall be Article 16- In terms of transactions between required to designate a legal domicile in the the Corporation and shareholders in connectionLegal Domiciles of place where the Head Office of the Corporation with shares, the place where the Head OfficeShareholders is located or in places where the Corporation of the Corporation is located shall be deemed has branch offices. For the purposes of to be the domicile. transactions between the Corporation and shareholders in connection with share certificates, the place where the Head Office of the Corporation is located shall be deemed to be the domicile.New Shares to be Article 18 - In the case of an increase in the Article 18 - In case of a capital increaseIssued in Case of capital within the maximum level of the within the maximum level of the registeredCapital Increase registered capital, the Board of Directors capital, the Board of Directors shall shall determine the types and terms of the new determine the terms of the new shares to be share certificates to be issued, provided that issued, provided that the provisions of the the provisions of the Articles of Articles of Incorporation, Article 5, clause 2 Incorporation, Article 5, clause 2 remain remain reserved. reserved. When the capital is increased, in cases where the whole or a part of the increased amount is When the capital is increased, in cases where to be covered through sources arising from the whole or a part of the increased amount is contingency reserve funds or statutory to be covered through sources arising from re-evaluations the amount of capital so extraordinary reserves or statutory increased shall be divided into the total revaluations, the amount of capital raised number of shares and the number of new shares through this shall be divided into the total to be given free of charge to each share number of shares by considering each Group (A) certificate shall thus be calculated. share as 20 due to the reason that 20 Group (A) shares each with a nominal value of TL 500 have been changed with 1 Group (A) share with a nominal value of 1 New Kurus, thus the number of bonus shares to be given to each share is calculated by considering each Group (A) share as times 20. Preferential Right Article 19 - The existing shareholders shall Article 19 - The existing shareholders shall have preferential right with respect to the have preferential rights with respect to the purchase of new share certificates to be purchase of new shares to be issued. The issued. The duration and conditions of duration and conditions of exercising such a exercising such a priority shall be determined priority shall be determined by the Board of by the Board of Directors in accordance with Directors in accordance with the legislation. the legislation. Each Group (A) share is considered as 20 The preferential rights not used within their shares and divided into total number of shares validity periods are presented to the public due to the reason that 20 Group (A) shares in accordance with the legislation. have been changed with 1 Group (A) share with a nominal value of 1 New Kurus, thus the preferential right to be given to each share is calculated by considering each Group (A) share as times 20. The preferential rights not used within their validity periods are presented to the public in accordance with the legislation. Loss of Share Article 21 - Should any share certificate or Article 21- Abolished.Certificates, debenture and other capital market instrumentsDebenture and Other be lost, stolen, destroyed or should its ownerCapital Market be otherwise dispossessed thereof against hisInstruments will, the provisions of the regulations shall apply to the procedure to be followed.Meetings of the Board Article 28 - The Board of Directors shall hold Article 28 - The Board of Directors shallof Directors their meetings at the address where the head hold their meetings at least once a month at office was settled. Exceptionally, however, the address where the Head Office is located. they may also hold meetings in any other The Board of Directors may also hold meetings suitable place, provided that more than in any other suitable place, provided that one-half of the members of the Board of more than one-half of the Board members Directors so concur. concur. The presence of more than one-half of the members of the Board of Directors is required for the validity of the meetings. Resolution The presence of more than one-half of the shall be adopted by the majority of the Board members is required for the validity of members present; in the event of an equality the meetings. Resolution shall be adopted by of the votes, the matter shall be postponed the majority of the members present; in the until the subsequent meeting; should the votes event of an equality of the votes, the matter again be equal, the proposal in question shall shall be postponed until the subsequent be considered as rejected. meeting; should the votes again be equal, the proposal in question shall be considered as Minutes recording the proceedings and the rejected. names of the attending members shall be drawn up and transcribed into the Book of Minutes recording the proceedings and the Resolutions of the Board of Directors and it names of the attending members shall be drawn shall be signed by the members present at the up and transcribed into the Book of meeting. Dissenting members are bound to Resolutions of the Board of Directors and it specify the motives of their dissent and to shall be signed by the members present at the sign the Book. meeting. Dissenting members are bound to specify the motives of their dissent and to Should it be necessary to make full or partial sign the Book. copies of the minutes, they shall be required to carry the signature of the Chairman in order to be valid so far as third parties are concerned. Any member who is absent from the Should it be necessary to make full or partial meetings of the Board for three consecutive copies of the minutes, they shall be required months without a leave from the Board of to carry the signature of the Chairman in Directors, shall be deemed to have resigned. order to be valid so far as third parties are concerned. Any member who is absent from the meetings of the Board for three consecutive months without a leave from the Board of Directors, shall be deemed to have resigned. Article 49 - At least one share is needed for Article 49- At least one share is needed for participating the Ordinary and Extraordinary participating the Ordinary and ExtraordinaryVotes General Assembly. Each share certificate General Assembly. Each share provides one vote provides one vote to its owner. to its owner. Those to attend the General Assembly shall be required to deliver to the Board of Directors or to such place as the latter shall Due to the reason that each share must have a designate, at least one week before the minimum nominal value of 1 New Kurus in Meeting of the General Assembly, a list accordance with the Law nr. 5274 related to indicating the amount and serial numbers of changing the Turkish Commercial Code, 20 of share certificates owned by them. They shall the Group (A) shares, each of which previously in return receive a card of admission. had a nominal value of TL 500 were grouped together. Each Group (A) share, composed of 20 Votes may be cast by proxy, provided, however, Group (A) shares each with a nominal value of that the proxies themselves are shareholders 1 New Kurus, gives its shareholder 20 voting and entitled to vote. Limits to voting by rights. proxy as indicated by the Banking Act and the provisions of the Capital Market Act and the Those to attend the General Assembly shall be relevant legislation with regard to voting by required to deliver to the Board of Directors proxy shall be adhered to. or to such place as the latter shall designate, at least one week before the Shareholders, who intend to participate in the Meeting of the General Assembly, a list General Assembly by giving power of attorney indicating the amount and serial numbers of to another shareholder, shall be required to shares owned by them. They shall in return deliver to the Board of Directors, or to receive a card of admission. On the other places designated by the latter, not less than hand, registered shareholders' right to one week before the meeting, a power of proxy directly attend the General Assembly remains together, with the list referred to above. In reserved. case the shareholder is a government agency or a company or an institution with legal Votes may be cast by proxy. The provisions personality or a person placed under the care related to voting by proxy remain reserved. of a guardian, no powers of proxy as such shall be required beyond the due verification Shareholders, who intend to participate in the of authority to represent. General Assembly by giving proxy, shall be required to deliver a power of proxy together, with the list referred to above, to the Board of Directors, or to places designated by the latter, not less than one week before the meeting. In case the shareholder is a government agency or a company or an institution with legal personality or a person placed under the care of a guardian, no powers of proxy as such shall be required beyond the due verification of authority to represent. Distribution of Article 58 - After deducting all general Article 58 - After deducting all generalDividends expenses from the income arising from the expenses from the income arising from the operations of the Bank within a year, operations of the Bank within a year, including premiums and bonuses and similar including premiums and bonuses and similar payments to the personnel of the Bank, and payments to the personnel of the Bank, and funds for all kinds of depreciations, as well funds for all kinds of depreciations, as well as necessary provisions, the net profit as necessary provisions, the net profit obtained shall partly be set aside as obtained shall partly be set aside as contingency reserves and partly distributed in contingency reserves and partly distributed in the order, manner and at the rates indicated the order, manner and at the rates indicated below: below: a) 1- 5% to statutory reserve fund, 2- 5% as provision for probable a) 1- 5% to statutory reserve fund, future losses, 2- 5% as provision for probable 3- 10% as first contingency reserve future losses, If the cause for setting aside of a provision 3- 10% as first contingency reserve and fund for a probable future loss and/or risk doesn't exist any more, the remaining If the cause for setting aside of a provision fund will be added to first contingency and fund for a probable future loss and/or reserve (a/3) after distribution of net profit risk doesn't exist any more, the remaining referred to in paragraph (a). fund will be added to first contingency reserve (a/3) after distribution of net profit b) From the balance of the net profit after referred to in paragraph (a). the reserve fund referred to in paragraph (a) above have been set aside, an amount equal to 6% of the paid up capital represented by Classes (A), (B) and (C) share certificates, b) From the balance of the net profit after shall be distributed to shareholders as the " the reserve fund referred to in paragraph (a) first dividend". above have been set aside, an amount equal to 6% of the paid up capital represented by Group Should the profit realized in any year be A, B and C share certificates, shall be insufficient to provide for the first dividend distributed to shareholders as the "first of 6% referred to above, the balance shall be dividend". made up and distributed out of the contingency reserve fund. Provided, however, that any amount thus taken out of the reserve fund shall constitute a charge to be made up out of Should the profit realized in any year be the profits to be realized in the subsequent insufficient to provide for the first dividend years. of 6% referred to above, the balance shall be made up and distributed out of the contingency c) After the reserved fund and the first reserve fund. Provided, however, that any dividend referred to in paragraphs (a) and (b) amount thus taken out of the reserve fund above have been provided for, the balance of shall constitute a charge to be made up out of the net profit shall be set aside and the profits to be realized in the subsequent distributed as follows: years. - 10% for founder shares (limited to the c) After the reserved fund and the first portion of TL 250 billion of paid capital) dividend referred to in paragraphs (a) and (b) above have been provided for, the balance of - 02.5% among the members of the Board of the net profit shall be set aside and Directors and the General Manager equally, distributed as follows: - 20% to the employees of the Bank, and - 10% for founder shares (limited to the portion of TRY 250 thousand - two hundred and - 10% as second contingency reserve. fifty - of paid capital) d) After the amounts set forth in paragraphs - 02.5% among the members of the Board of (a), (b) and (c) have been set aside and Directors and the General Manager equally, distributed, the balance shall be distributed to the shareholders as "second dividend" in - 20% to the employees of the Bank, and the manner stated below and taking into consideration paragraph (e). - 10% as second contingency reserve. 1- The net total of the dividends to be distributed to the holders of Class (A) share certificates as first and second dividends under paragraphs (b) and (d) may be not exceed d) After the amounts set forth in paragraphs 60% of the capital paid up by them, the net (a), (b) and (c) have been set aside and total of the dividends to be distributed to distributed, the balance shall be distributed holders of Class (B) share certificates may to the shareholders as "second dividend" in not exceed 30 % of the capital paid up by the manner stated below and taking into them, and the net total of the dividends to be consideration paragraph (e). distributed to holders of Class (C) share certificates may not exceed 25% of the capital paid up by them. 1- The net total of the dividends to be 2- After the amounts set forth in distributed to the holders of Group (A) shares paragraphs (a), (b) and (c) have been set as first and second dividends under paragraphs aside and distributed, should the balance be (b) and (d) may be not exceed 60% of the insufficient to distribute the second dividend capital paid up by them, the net total of the in the manner specified by the paragraph (1) dividends to be distributed to holders of above, twice the amount of the paid up capital Group (B) shares may not exceed 30 % of the represented by Class (A) share certificates capital paid up by them, and the net total of the actual amount of the capital represented the dividends to be distributed to holders of by Class (B) share certificates, and the 5/6 Group (C) shares may not exceed 25% of the (five sixth) amount of the capital represented capital paid up by them. by Class (C) share certificates shall be taken as the basis, and, total dividends to be paid 2- After the amounts set forth in to the three Classes of shares shall be paragraphs (a), (b) and (c) have been set calculated separately in the distribution of aside and distributed, should the balance be the second dividend. insufficient to distribute the second dividend in the manner specified by the paragraph (1) e) Furthermore, the amount required to be above, twice the amount of the paid up capital added to contingency reserve under paragraph 3 represented by Group (A) shares the actual of Article 466 of the Turkish Commercial Code, amount of the capital represented by Group (B) shall be set aside. shares, and the 5/6 (five sixth) amount of the capital represented by Group (C) shares shall f) Following the allocation and the be taken as the basis, and, total dividends to distribution of the net profits in accordance be paid to the three Groups of shares shall be with the foregoing provisions, upon the calculated separately in the distribution of proposal of the Board of Directors, it shall the second dividend. be resolved at the General Assembly whether the outstanding balance should be set aside as e) Furthermore, the amount required to be contingency reserves or be transferred to the added to contingency reserve under paragraph 3 subsequent year, or, should up to 80% (net) of of Article 466 of the Turkish Commercial Code, this balance be divided to the number of share shall be set aside. certificates and net worth distributed to holders of share certificates and the f) Following the allocation and the remainder be set aside as contingency reserve distribution of the net profits in accordance or transferred to the subsequent year. with the foregoing provisions, upon the proposal of the Board of Directors, it shall However at the calculation of the dividends to be resolved at the General Assembly whether be paid to all three Classes of share the outstanding balance should be set aside as certificates, for group A 2 times of the share contingency reserves or be transferred to the quantity, for group B 1,5 times of the share subsequent year, or, should up to 80% (net) of quantity, for group C same quantity will be this balance be divided to the number of share considered. certificates and net worth distributed to holders of share certificates and the remainder be set aside as contingency reserve or transferred to the subsequent year. In the calculation of the dividends to be paid to all three Groups of shares; group A shares will be considered as 40 times the share quantity, due to the reason that 20 Group (A) shares each with a nominal value of TL 500 have been changed with 1 Group (A) share with a nominal value of 1 New Kurus, group B shares will be considered as 1.5 times of the share quantity, and group C shares will be considered as the same quantity. Consequences of Article 62 - After the debts of the dissolved Article 62- After the debts of the dissolvedLiquidation Corporation have been settled, and one year Corporation have been settled, and one year has elapsed since the third notice of has elapsed since the third notice of dissolution, the balance of assets shall be dissolution, the amount to be paid to each divided into the total number of shares to share will be calculated by way of dividing calculate the amount to be paid to each share the balance of assets into the total number of certificate. shares, by considering one Group (A) share as times 20 due to the reason that 20 Group (A) In other cases where ownership of shares shares each with a nominal value of TL 500, should, of necessity, cease to exist, payments have been changed with 1 Group (A) share with to be made to the shareholders shall be a nominal value of 1 New Kurus, thus by subject to the provisions of the first considering each Group (A) share as times 20. paragraph. In other cases where ownership of shares should, of necessity, cease to exist, payments to be made to the shareholders shall be subject to the provisions of the first paragraph. Provisional Article 17- In accordance with the Law nr. 5274 related to changing the Turkish Commercial Code, each Group (A) share with a nominal value of TL 500, each Group (B) share with anominal value of TL 10,000 and each Grop (C) share with a nominal value of TL 40,000 have been changed into Group (A) share with a nominal value of 1 New Kurus, Group (B) share with a nominal value of 1 New Kurus and Group (C) share with a nominal value of 4 New Kurus. As a result of this change, total number of shares has decreased and thus, 1 Goup (A) share with a nominal value of 1 New Kurus will be given for 20 Group (A) shares with a nominal value of TL 500; 1 Group (B) share with a nominal value of 1 New Kurus will be given for each Group (B) share with a nominal value of TL 10,000 and 1 Group (C) share with a nominal value of 4 New Kurus will be given for each Group C shares with a nominal value of TL 40,000. As a result of the above mentioned change; in accordance with article 399 of the Turkish Commercial Code, which has been changed by the Law nr. 5274, 20 Group (A) shares each with a nominal value of TL 500 will be changed with a Group (A) share with a nominal value of 1 New Kurus, each Group (B) share with a nominal value of TL 10,000 will be changed with a Group (B) share with a nominal value of 1 New Kurus, and each Group (C) share with a nominal value of TL 40,000 will be changed with a Group (C) share with a nominal value of 4 New Kurus. Group a, B, and C shareholders have the right to change their shares with the nominal values mentioned above with the shares with nominal values stated as New Kurus. Related to the changes mentioned above, the shareholders' share bound rights remain reserved. Those shareholders whose Group (A) shares are not sufficient for getting a full share with a nominal value of 1 New Kurus, will be given a fraction receipt and in case of presenting the rounded up fraction receipts, they will be changed with a share. In line with the dematerialization principles, book-entries are made for the shares representing the capital. • 1 TRY = 100 New Kurus • 1 TRY = 1,000,000 TL This information is provided by RNS The company news service from the London Stock Exchange