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General Assemblys

ECZACIBAŞI YATIRIM HOLDİNG ORTAKLIĞI A.Ş.
CALL FOR ORDINARY GENERAL ASSEMBLY MEETING


The Ordinary General Assembly meeting of our Company will be held on 15 April 2014, Tuesday at 13:30 at the Grand Hyatt Istanbul Hotel located at Taşkışla Caddesi No:1 Taksim - Istanbul in order to discuss the items of the agenda specified below.

The shareholders of our Company may attend the Ordinary General Assembly Meeting personally or via electronic media either in person or via their representatives. Electronic participation at the meeting shall take place through Electronic General Assembly System (“EGAS”) supplied by the Central Registry Agency (CRA), and the shareholders or their representatives, who wish to attend the meeting by electronic means, are required to comply their obligations under the “Regulation on the General Assembly Meetings of Joint Stock Companies to be Held via Electronic Media” published in the Official Gazette dated 28 August 2012 and numbered 28395 and “Communiqué on Electronic General Assembly System to be Followed during the General Assembly Meetings of Joint Stock Companies” as published in the Official Gazette dated 29 August 2012 and numbered 28396 and to make required definitions at CRA.

General Assembly Meetings to be held physically may be attended:
- by natural person shareholders by presenting their ID cards,
- by the corporate shareholders through their representatives authorized to bind and represent that corporate shareholder by presenting their I D cards and proxies,
- by the representatives of natural person and corporate shareholders by presenting their ID cards and proxies, and
- by the representatives authorized through Electronic General Assembly System by presenting their signatures, and in each case, by signing the list of attendants.

The shareholders who will attend the meeting by proxy are required to submit the power of attorney to be issued by notary public in favor of third party proxies, a sample of which is attached hereto, and available at our Head Office and online at www.eis.com.tr in accordance with the provisions of the Communiqué No. II-30.1 of the Capital Markets Board “Voting by Proxy and Proxy Meetings by Call” or to have the identity details of the proxy to attend the meeting registered with EGAS 1 day prior to the scheduled date of meeting. A proxy appointed through EGAS is not required to submit a hard copy of the proxy, and such proxy appointed through EGAS is entitled to attend the meeting in person or through EGAS. It is mandatory for the proxy who shall attend the meeting by proxy and in person to present notarized power of attorney and ID card irrespective that he / she has been appointed through EGAS.

Pursuant to paragraph 4 of article 415 of the Turkish Commercial Code numbered 6102 and paragraph 1 of article 30 of the Capital Markets Law numbered 6362, the right to attend General Assembly meetings and to cast vote may not be conditioned upon the depositing of the share certificates. Accordingly, there is no requirement for our shareholders that will attend the General Assembly Meeting to have their shares blocked.

Annual Report of Board of Directors containing Financial Statements, Independent Audit Report, Corporate Governance Principles Compliance Report and profit distribution proposal of the Board of Directors for the year 2013 and the General Assembly Information Document containing the following items of the agenda and the explanations required for compliance with the regulations of the Capital Markets Board shall be made available for review by our shareholders at the Registered Office of the Company, the internet website at www.eis.com.tr, Public Disclosure Platform and EGAS three weeks in advance of the meeting date.

Kindly submitted to the attention of our esteemed shareholders.

BOARD OF DIRECTORS

AGENDA


1. Opening and election of the Meeting Board, granting authorization to the Meeting Board to sign the minutes of the meeting.

2. Reading, discussing and approval of the Annual Report prepared by the Board of Directors for the year 2013,

3. Reading of the summary of Independent Audit Report for the fiscal year 2013 and briefing about the audit activity and its results to the General Assembly,

4. Reading, discussing and approval of the Financial Statements for the fiscal year 2013,

5. The acquittal of the Members of the Board of Directors for their affairs in the year 2013,

6. Informing shareholders about the “Profit Distribution Policy” of the Company for the year 2014 and subsequent years pursuant to the Capital Markets Board regulations,

7. Discussion and resolution of profit distribution principles for the year 2013,

8. Election of the members of the Board of Directors and Independent Members of the Board of Directors, determination of their remuneration and term of office,

9. Submission of the Independent Audit Firm for the fiscal year 2014 as selected by the Board of Directors in accordance with Article 399 of the Turkish Commercial Code and Capital Markets Board regulations to the General Assembly for its approval,

10. Presentation of information to the shareholders on charitable contribution during the reporting period and fixing the upper limit for the donations to be made in 2014,

11. Informing shareholders about the pledges, guarantees and securities granted by the Company to third parties and revenues and benefits obtained in 2013 pursuant to the Corporate Governance Principles,

12. Informing shareholders about the “Remuneration Policy” defined for the members of the Board of Directors and Senior Officers,

13. Informing shareholders about the “Information Policy” of the Company,

14. Authorization of the shareholders with management control, the members of the Board of Directors, the senior executives with administrative responsibility and their spouses and relatives related by blood or affinity up to the second degree second degree to compete with and to carry out transactions that might cause conflict of interest with the Company itself or its subsidiaries, to conduct the activities under the scope of the line of business of the Company directly or on behalf of others and to participate in the companies conducting such kind of activities in the year 2013 and to perform any other transactions pursuant to articles 395 and 396 of the Turkish Commercial Code for the year of 2014,

15. Wishes.